Exhibit 10.19.2
GUARANTY AGREEMENT
This GUARANTY
AGREEMENT (this “ Guaranty ”), dated and
effective as of June 8, 2007, is made and entered into by
Renewable Energy Group, Inc. (“ Guarantor ”) in
favor of Bunge North America, Inc. (“ BNA
”). Guarantor and BNA are referred to herein
collectively as the “ Parties ” and individually
as a “ Party .”
WHEREAS , BNA and REG Destrehan, LLC (“ REGD
”), an affiliate of Guarantor, are parties to that certain
Oil Supply Agreement dated as of the date hereof, as may be amended
from time to time (the “ OSA ”); and
WHEREAS , BNA desires assurances that
Guarantor will be responsible for the obligations and duties of
REGD as set forth in the OSA; and
WHEREAS , Guarantor, as the owner of 100% of
the voting stock of REGD, will derive substantial benefit from the
OSA and, accordingly, believes it to be in Guarantor’s best
interest to execute and deliver this Guaranty; and
NOW , THEREFORE , in consideration of BNA entering
into the OSA, Guarantor hereby covenants and agrees as
follows:
1.
Guaranty . Subject to the provisions hereof, Guarantor
hereby irrevocably and unconditionally guarantees to BNA the
complete and punctual payment by REGD of all sums payable to BNA
pursuant to the OSA as and when the same fall due (the “
Obligations ”); provided that this Guaranty
will not apply to any Obligations which arise as a result of events
that occur after the date that is 30 months after the Effective
Date (as defined in the OSA); and further
provided that Guarantor will have no liability under this
Guaranty for any Obligations in excess of $4,000,000.
2.
Representations and Warranties . Guarantor represents
and warrants that: (a) it is a corporation validly existing
under the laws of the State of Iowa and has the corporate power and
authority to execute, deliver and carry out the terms and
provisions of this Guaranty; (b) no authorization, approval,
consent or order of, or registration or filing with, any court or
other governmental body having jurisdiction over Guarantor is
required on the part of the Guarantor for the execution and
delivery of this Guaranty; and (c) this Guaranty, when
executed and delivered, constitutes a valid and legally binding
agreement of the Guarantor, except as the enforceability of this
Guaranty may be limited by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general principles of
equity.
3.
Demands and Notice. Guarantor agrees to pay to BNA
any Obligation no later than five days after BNA gives a notice to
Guarantor that identifies the applicable amount REGD has failed to
pay pursuant to the OSA and explains why such payment is due.
Guarantor shall make all payments by deposit of immediately
available funds to an account identified by BNA. All notices
and other communications required or permitted by this Agreement
shall be in writing and deemed given to a Party when (a) delivered
by hand or by nationally recognized overnight courier service; (b)
sent by facsimile with confirmation of transmission by
the
