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GUARANTY AGREEMENT

Guarantee Agreement

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This Guarantee Agreement involves

Bunge North America (OPD West), Inc | Renewable Energy Group, Inc

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Title: GUARANTY AGREEMENT
Governing Law: Iowa     Date: 7/16/2007

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Exhibit 10.20.2

 

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 (OPD West), Inc. (“BNA”).  Guarantor and BNA are referred to herein collectively as the “Parties” and individually as a “Party.”

 

                WHEREAS, BNA and REG Emporia, LLC (“REGE”), 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 REGE as set forth in the OSA; and

 

WHEREAS, Guarantor, as the owner of 100% of the voting stock of REGE, 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 REGE 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 REGE 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



 

transmitting equipment; or (c) received or rejected by the addressee if sent by certified mail, return receipt requested, in each case (a) - (c) to the following addresses or facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, or person as a Party may designate by notice to the other Party):

 

To BNA:

 

Bunge North America, Inc.

 

To

 

Renewable Energy Group, Inc.

 

 

11720 Borman Drive

 

Guarantor:

 

406 1st Street, PO Box 128

 

 

St. Louis, Missouri 63146

 

 

 

Ralston, IA 51459

 

 

Attn: GM, Biofuels

 

 

 

Attn.: Nile Ramsbottom

 

 

Fax No.: (314) 292-4334

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