Renewable Energy Group, Inc. Sample Contracts

Renewable Energy Group, Inc. (a Delaware corporation)
Underwriting Agreement • June 3rd, 2014 • Renewable Energy Group, Inc. • Industrial organic chemicals • New York

Renewable Energy Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Wells Fargo are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $125,000,000 aggregate principal amount of the Company’s 2.75% Convertible Senior Notes due 2019 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $18,750,000 agg

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RENEWABLE ENERGY GROUP, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR SECURED GREEN NOTES DUE 2028 INDENTURE Dated as of May 20, 2021 UMB BANK, N.A., as Trustee
Indenture • May 21st, 2021 • Renewable Energy Group, Inc. • Industrial organic chemicals • New York

INDENTURE dated as of May 20, 2021 among RENEWABLE ENERGY GROUP, INC., a Delaware corporation (the “Company”), the Guarantors (as defined) and UMB BANK, N.A., as trustee (the “Trustee”).

AGREEMENT AND PLAN OF MERGER dated as of February 27, 2022 among CHEVRON CORPORATION, CYCLONE MERGER SUB INC. and RENEWABLE ENERGY GROUP, INC.
Agreement and Plan of Merger • February 28th, 2022 • Renewable Energy Group, Inc. • Industrial organic chemicals • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 27, 2022 is by and among Chevron Corporation, a Delaware corporation (“Parent”), Cyclone Merger Sub Inc., a newly formed Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Subsidiary”), and Renewable Energy Group, Inc., a Delaware corporation (the “Company”).

AMENDMENT NO. 17 TO CREDIT AGREEMENT
Credit Agreement • October 4th, 2021 • Renewable Energy Group, Inc. • Industrial organic chemicals • California

THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of December 23, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, BANK OF AMERICA, N.A., and FIFTH THIRD BANK, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the "Joint Lead Arrangers"), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, BANK OF AMERICA, N.A., and FIFTH THIRD BANK, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the "

RENEWABLE ENERGY GROUP, INC., as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of June 2, 2016
Indenture • June 2nd, 2016 • Renewable Energy Group, Inc. • Industrial organic chemicals • New York

INDENTURE, dated as of June 2, 2016, between Renewable Energy Group, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), having its principal office at 416 South Bell Avenue, Ames, Iowa, 50010, and Wilmington Trust, National Association, a national banking association (herein called the “Trustee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 7th, 2019 • Renewable Energy Group, Inc. • Industrial organic chemicals • Delaware

This Indemnification Agreement (the “Agreement”), is dated as of [insert date] between Renewable Energy Group, Inc., a Delaware corporation (the “Corporation”), and [insert name] (“Indemnitee”).

RENEWABLE ENERGY GROUP, INC. — Shares Common Stock ($.0001 par value per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2011 • Renewable Energy Group, Inc. • Industrial organic chemicals • New York
5,000,000 Shares RENEWABLE ENERGY GROUP, INC. COMMON STOCK, PAR VALUE $.0001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2021 • Renewable Energy Group, Inc. • Industrial organic chemicals • New York
CREDIT AGREEMENT by and among REG SERVICES GROUP, LLC and REG MARKETING & LOGISTICS GROUP, LLC as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC as the Agent Dated as of December 23, 2011
Credit Agreement • December 29th, 2011 • Renewable Energy Group, Inc. • Industrial organic chemicals • California

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of December 23, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), REG SERVICES GROUP, LLC, an Iowa limited liability company (“REG Services”), and REG MARKETING & LOGISTICS GROUP, LLC, an Iowa limited liability company (“REG Marketing”; together with REG Services, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).

JOINDER AND AMENDMENT NO. 11 TO CREDIT AGREEMENT
Credit Agreement • October 4th, 2016 • Renewable Energy Group, Inc. • Industrial organic chemicals • California

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of December 23, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, and FIFTH THIRD BANK, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, and FIFTH THIRD BANK, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), REG SERVICES GROUP, LLC,

RENEWABLE ENERGY GROUP, INC. PURCHASE AGREEMENT
Purchase Agreement • May 7th, 2021 • Renewable Energy Group, Inc. • Industrial organic chemicals • New York
Contract
REG Newco, Inc. • August 10th, 2009 • Delaware

THIS WARRANT, AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE AMENDED AND RESTATED STOCKHOLDER AGREEMENT D

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2011 • Renewable Energy Group, Inc. • Industrial organic chemicals • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of September 21st, 2010, by and between Renewable Energy Group, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and ARES Corporation, a Delaware corporation (“ARES”).

Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. TOLL AGREEMENT
Toll Agreement • October 26th, 2011 • Renewable Energy Group, Inc. • Industrial organic chemicals • Delaware

THIS TOLL AGREEMENT (this “Agreement”) IS MADE AND ENTERED INTO EFFECTIVE September 25 , 2009, BY AND BETWEEN REG HOUSTON , LLC (“REGH”) AND ED&F MAN BIOFUELS, INC. (“MBF”) (together the “PARTIES”).

REG NEWCO, INC. STOCKHOLDER AGREEMENT
Stockholder Agreement • March 4th, 2010 • Renewable Energy Group, Inc. • Industrial organic chemicals • Delaware

This STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2010, by and among: (i) REG Newco, Inc., a Delaware corporation (the “Company”), (ii) certain of the holders of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”), as listed on Exhibit A hereto (collectively referred to herein as the “Series A Stockholders” and each individually as a “Series A Stockholder”), and (iii) certain of the holders of the Company’s Common Stock (“Common Stock”), as listed on Exhibit A hereto (collectively referred to herein as the “Common Stockholders” and each individually as a “Common Stockholder”). The Series A Stockholders and the Common Stockholders are sometimes collectively referred to herein as the “Stockholders” and each individually as a “Stockholder.”

EMPLOYMENT AGREEMENT
Employment Agreement • March 7th, 2019 • Renewable Energy Group, Inc. • Industrial organic chemicals • Iowa

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated this November 30, 2018, by and between Renewable Energy Group, Inc., a Delaware corporation (the “Company”), and Cynthia Warner (“Executive”).

ASSET USE AGREEMENT
Asset Use Agreement • October 5th, 2009 • REG Newco, Inc. • Industrial organic chemicals • Iowa

This Asset Use Agreement (“Use Agreement”) is made and entered into as of the 1st day of August, 2006, by and between West Central Cooperative (“West Central”), a cooperative association organized and existing under the laws of the state of Iowa, with offices at Ralston, Iowa, and Renewable Energy Group, Inc. (“REG”), a corporation organized and existing under the laws of the state of Delaware, with offices at Ralston, Iowa.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 3rd, 2019 • Renewable Energy Group, Inc. • Industrial organic chemicals • Iowa

This Restricted Stock Unit Award Agreement (“Agreement”) memorializes the award effective as of ____________________ (the “Grant Date”), by and between Renewable Energy Group, Inc., a Delaware corporation (the “Company”), and ____________________ (“Employee”), pursuant to the Renewable Energy Group, Inc. Amended and Restated 2009 Stock Incentive Plan (the “Plan”). Employee and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

CONTRACT FOR SERVICES
Contract for Services • October 5th, 2009 • REG Newco, Inc. • Industrial organic chemicals • Iowa

This Contract for Services (“Services Contract”) is made and entered into as of the 1st day of August, 2006, by and between West Central Cooperative, a cooperative association organized and existing under the laws of the state of Iowa, with offices at Ralston, Iowa (“West Central”), and Renewable Energy Group, Inc., a corporation organized and existing under the laws of the state of Delaware, with offices at Ralston, Iowa (“REG”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 15th, 2018 • Renewable Energy Group, Inc. • Industrial organic chemicals • Iowa

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June _11___, 2018, by and between Renewable Energy Group, Inc., a Delaware corporation (the “Company”), and Gary Haer (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 24th, 2011 • Renewable Energy Group, Inc. • Industrial organic chemicals • Iowa

This Employment Agreement (“Agreement”) made and entered into this 1st day of August, 2006 (the “Effective Date”) by and between Daniel J. Oh with his principal residence address at 3327 Goldenrod Circle, Ames, Iowa (the “Executive”) and RENEWABLE ENERGY GROUP, INC. , a Delaware corporation having its principal place of business located in Ralston, Iowa (the “Company”);

GROUND LEASE AMONG WEST CENTRAL COOPERATIVE AND RENEWABLE ENERGY GROUP, INC.
Ground Lease • October 5th, 2009 • REG Newco, Inc. • Industrial organic chemicals

This Ground Lease Among West Central Cooperative and Renewable Energy Group, Inc. (the “Lease”), is made as of July 31, 2006, among West Central Cooperative, an Iowa cooperative association, of 406 1st St., P. O. Box 68, Ralston, Iowa, 51459 (the “Landlord”), and Renewable Energy Group, Inc., a Delaware corporation, of 406 1st St., P. O. Box 68, Ralston, Iowa, 51459 (the “Tenant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 24th, 2014 • Renewable Energy Group, Inc. • Industrial organic chemicals • Iowa

This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2015 (the “Effective Date”), by and between Renewable Energy Group, Inc., a Delaware corporation (the “Company”), and Daniel J. Oh (the “Executive”).

SECURITY AGREEMENT
Security Agreement • May 24th, 2010 • Renewable Energy Group, Inc. • Industrial organic chemicals
CORPORATE GUARANTY (Revolving Line of Credit Loan)
Renewable Energy Group, Inc. • May 24th, 2010 • Industrial organic chemicals

In consideration of and in order to induce AGSTAR FINANCIAL SERVICES, PCA, a United States instrumentality, with its main banking house located in Mankato, Minnesota (the “Lender”), to extend financial accommodations to REG NEWTON, LLC, an Iowa limited liability company (the “Borrower”), pursuant to that certain Master Loan Agreement and Second Supplement to Master Loan Agreement of even date herewith by and between the Lender and the Borrower (collectively, the “Credit Agreement”), the undersigned (the “Guarantor”), hereby:

Contract
Form of Exercise Agreement • August 10th, 2009 • REG Newco, Inc. • Delaware

THIS WARRANT, AND ANY LIMITED LIABILITY COMPANY UNITS ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH UNITS MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH UNITS MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF SUCH UNITS SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH UNITS IS FURTHER RESTRICTED AS PROVIDED IN THE COMPANY’S AMENDED AND RESTATED LIMITED

EXTENDED PAYMENT TERMS AGREEMENT
Extended Payment Terms Agreement • November 12th, 2009 • REG Newco, Inc. • Industrial organic chemicals

This Extended Payment Terms Agreement (the “Agreement”) is dated June 29, 2009, and is between WEST CENTRAL COOPERATIVE, an Iowa cooperative association (“West Central”), and REG RALSTON, LLC, an Iowa limited liability company (“REG Ralston”).

EMPLOYEE NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
Employee Non-Competition And • May 10th, 2012 • Renewable Energy Group, Inc. • Industrial organic chemicals

This Employee Non-Competition and Confidentiality Agreement (“Agreement”) is made between RENEWABLE ENERGY GROUP, INC., a Delaware corporation (the “Employer”) and Brad Albin (“Employee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 23rd, 2009 • REG Newco, Inc. • Industrial organic chemicals • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2009, by and among REG Newco, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the holders of the Company’s Series A Convertible Preferred Stock as listed on Exhibit A hereto (the “Series A Stockholders”), and the holders of the Company’s Common Stock as listed on Exhibit A hereto (the “Common Stockholders”). The Series A Stockholders and Common Stockholders are collectively referred to herein as the “Stockholders.”

AMENDMENT NO. 7 TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2016 • Renewable Energy Group, Inc. • Industrial organic chemicals

THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 19, 2014, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, “Agent”), REG SERVICES GROUP, LLC, an Iowa limited liability company (“REG Services”), and REG MARKETING & LOGISTICS GROUP, LLC, an Iowa limited liability company (“REG Marketing”; together REG Services and REG Marketing are each referred to herein as a “Borrower”, and jointly and severally as the “Borrowers”).

Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. MASTER SERVICES AGREEMENT
Master Services Agreement • November 12th, 2009 • REG Newco, Inc. • Industrial organic chemicals • Illinois

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2009 (“Effective Date”) by and between Renewable Energy Group, Inc., a Delaware corporation (“REG”) and Bunge North America, Inc., a New York corporation (“Bunge”) (each of REG and Bunge, a “Party” and collectively, the “Parties”).

REVOLVING CREDIT AGREEMENT dated as of April 8, 2010 among REG MARKETING & LOGISTICS GROUP, LLC, and REG SERVICES GROUP, LLC, as Borrowers, RENEWABLE ENERGY GROUP, INC., as Guarantor, THE LENDERS REFERRED TO HEREIN, WESTLB AG, NEW YORK BRANCH, as...
Revolving Credit Agreement • September 8th, 2011 • Renewable Energy Group, Inc. • Industrial organic chemicals • New York

This REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of April 8, 2010, is by and among REG MARKETING & LOGISTICS GROUP, LLC (“REG Marketing”), and REG SERVICES GROUP, LLC (“REG Services”), each an Iowa limited liability company, each as a borrower (each, a “Borrower,” and collectively the “Borrowers”); RENEWABLE ENERGY GROUP, INC., a Delaware corporation (the “Guarantor”), each of the Lenders from time to time a party hereto; WESTLB AG, NEW YORK BRANCH, as administrative agent for the Lenders; WESTLB AG, NEW YORK BRANCH, as collateral agent for the Senior Secured Parties; and WESTLB AG, NEW YORK BRANCH, as Sole Lead Arranger and Sole Bookrunner.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE...
REG Newco, Inc. • August 10th, 2009 • Illinois

THIS CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, or its lawful assignee (the “Holder”) is entitled to subscribe for and purchase from Blackhawk Biofuels, LLC, an Illinois limited liability company (the “Company”), of the Class A Units of the Company pursuant to the terms and subject to the conditions hereof. The Class A Units that may be acquired upon exercise of this Warrant are referred to herein as the “Warrant Units.” As used herein, the term “Holder” means the Holder, any party who acquires all or part of this Warrant as a registered transferee of the Holder, or any record holder or holders of the Warrant Units issued upon exercise, whether in whole or in part, of the Warrant.

RULE 145 AFFILIATE LETTER
REG Newco, Inc. • November 23rd, 2009 • Industrial organic chemicals
LOAN AGREEMENT
Loan Agreement • September 8th, 2011 • Renewable Energy Group, Inc. • Industrial organic chemicals • New York

THIS LOAN AGREEMENT (this “Agreement”), dated as of August 4, 2011, by and between USRG HOLDCO IX, LLC, a Delaware limited liability company (“Lender”), REG ALBERT LEA, LLC, an Iowa limited liability company (“Borrower”), and USRG MANAGEMENT COMPANY, LLC (“USRG”).

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