*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Contract for the Supply of RBD Palm Olein Buyer: Imperium Renewables, Inc. 1418 Third Avenue Suite 300 Seattle, WA 98101 USA Seller: Cargill International Trading Pte Ltd 300 Beach Road #23-01 The Concourse Singapore 199555 Product: Refined Bleached and Deodorized Palm Olein (RBD Palm Olein) Quality and: Specifications As per the Palm Oil Refiners Association of Malaysia (PORAM), final at loading: Free Fatty Acids (FFA) as palmitic 0.1% max Moisture & Impurities (M&I) 0.1% max Iodine value (IV) (Wijs method) 56 min Melting point (MP) (AOCS Cc 3-25) (Celsius) 24baC max Color (5 1 / 4" Lovibond cell) 3 Red max All specifications requirements under PORAM terms shall be automatically incorporated, subject to any changes from time to time. Shipment periods: March 2007 through September 2009
Shipment months shall be limited only to those months where other customers have bought a minimum of
20,000mt per month for delivery at Grays Harbor from the Seller. For those months where the Buyer is the sole buyer of the Seller for delivery at Grays Harbour, Seller shall not be obligated to sell any quantity to the Buyer unless the Buyer purchases a minimum of 14,000mt per month. Nomination of shipment month by buyer to be provided minimum 45 days in advance of shipment month i.e.: 15th Feb 07 for April 07 shipment Buyer and Seller may mutually agree to extend the contract until 2012, based on such terms and conditions to be mutually agreed.
Cargill Confidential May 2006 1 *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Packaging: in bulk Quantity: Buyer shall purchase a minimum quantity of [****] for 3 years. Buyer shall have the option to purchase quantities in excess of [****] subject to all the terms and conditions of this Contract (including price, payment/security and vessel nomination) in relation to the increased portion. Price: Pricing to be concluded at later dates to suit buyer basis the following formulas: [****] market closing page: OILS/MY02 (or superceding page) basis ' slr' price, for FOB Olein per Poram specs -$[****] + $[****] non freight bogey/MT + $[****]/MT ocean freight pricing to be confirmed by 2.30pm Singapore time AND/OR [****] market closing page: OILS/MY02 (or superceding page) basis ' slr' price, for FOB Olein per Poram specs -$[****] + $[****] non freight bogey/MT + $[****]/MT ocean freight pricing to be confirmed by 9pm Singapore time Any positions quoted on [****] can be priced. Volumes in minimum 500mt lots, maximum 2500mt per day (unless mutually agreed otherwise). For positions unquoted on [****], fob prices and volumes to be mutually agreed. (Where the [****] close is quoted in a ' run' i.e.: AMJ, the June price to be average of difference
between AMJ and JAS. E.g.: AMJ $495 JAS $510 therefore June = $500. Likewise should we be
looking for July, price would be $505). Pricing of shipment to be finalized and contracts averaged into one contract for total volume 15 days prior to shipment month. Freight Efficiencies: Should either party discover business opportunities to improve freight efficiencies (E.g. shipping biodiesel from Grays Harbor to Asia) such efficiencies and benefits shall be considered by each party. Delivery basis: Cost, Insurance, & Freight, (CIF) , as defined in Incoterms 2000, Grays Harbor, WA (USA). Payment: Upon the final pricing of any individual shipment by Seller and Buyer (" Final Contract Price" ), Buyer shall pay 10% prepayment (" Margin Call" ) of the Final Contract Price, within 48 hours after verbal confirmation of the final price between Seller to Buyer. For example on 6/Nov/06 1000mt is priced by buyer at $[****] May 2007 shipment FOB PKPG per [****] close. (CIF value $[****]) Then Buyer to pay $[****] to Cargill' s nominated bank value date 8/Nov/06
Cargill Confidential May 2006 2 *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In the event the market price (as determined by the [****] page) falls to [****] below the Final Contract Price, the Buyer shall immediately pay [****] of the Final CIF Contract Price. Thereafter, the Buyer shall immediately pay [****] of the Final Contract Price upon each decline of [****] in the market price. In above example this payment would be made should [****] May 2007 Shipment price be quoted at $[****] No less than 7 days prior to shipment date, Buyer shall open irrevocable, unrestricted and freely negotiable At Sight Letter of Credit from a 1 st class bank (on terms and such bank to be acceptable to Seller) for 100% of the contract value (" Letter of Credit" ). Documents to be submitted against Letter of Credit shall be invoice, bill of lading, survey certificate, certificate of origin and insurance certificate. The selection of the issuing bank advising bank and negotiating bank - pertaining to the Letter of Credit shall be subject to Seller' s prior consent. Upon Seller' s acknowledgement of the full drawdown on the Letter of Credit, Seller shall return all cash
prepayment made by Buyer. Such reimbursement by Seller shall include shrinkage costs that were
prepaid by the Buyer, calculated by the difference between the weight at the load and weight at
discharge, as determined by the surveyor' s certificate of weight at discharge. Contract conditions: This Agreement will be subject to the terms, conditions and rules, including the arbitration clause and
rules in contract form no. 81 of the FOSFA in force at the date of contract. Buyer agrees that the goods will not be resold to, disposed of, or be transported on a vessel or by other carrier owned, flagged or chartered by any country (including Cuba), person or entity which would cause Seller to be in violation of or be penalized by US economic sanction laws. Additional information is available. Title: Title to the Product shall pass to the Buyer upon Seller' s acknowledgement of the full drawdown on the Letter of Credit. This contract shall be governed by Incoterms 2000. Insurance: Seller will be responsible for obtaining insurance for the Product with a first class Lloyds Underwriter, naming Buyer as an additional insured. The insurance certificate will be provided to Buyer as part of the delivery documents. All other insurance terms to be as per FOSFA Trade Clauses " A" . Sampling and Sampling by FOSFA approved labs for load port samples, to be
Cargill Confidential May 2006 3 Analysis treated as final, except for m