EXHIBIT 2.2
FIRST AMENDMENT
TO
MANAGEMENT AND OPERATIONAL
SERVICES AGREEMENT
THIS FIRST AMENDMENT TO MANAGEMENT
AND OPERATIONAL SERVICES AGREEMENT (this “Amendment”)
is executed as of the 25 day of November, 2009 (the
“Effective Date”), by and among REG SERVICES GROUP,
LLC, a limited liability company organized and existing under the
laws of the State of Iowa (“REG Services”), REG
MARKETING & LOGISTICS GROUP, LLC, a limited liability
company organized and existing under the laws of the State of Iowa
(“REG Marketing”, and together with REG Services,
“REG”), and BLACKHAWK BIOFUELS, LLC, a Delaware limited
liability company (“Borrower”).
Recitals
The following recitals are a
material part of this Amendment:
A.
Borrower and REG entered into that
certain Management and Operational Services Agreement dated
May 9, 2008 (the “MOSA”).
B.
In connection with a loan from Fifth
Third Bank, an Ohio banking corporation, successor by merger with
Fifth Third Bank, a Michigan banking corporation
(“Lender”) to Borrower (the “Loan”),
Borrower executed in favor of Lender, among other things, an
Assignment of Management and Operational Services Agreement dated
May 9, 2008 (“Assignment”), pursuant to which
Borrower assigned its rights under the MOSA to Lender, as more
particularly set forth therein.
C.
Concurrently herewith, Borrower and
Lender are entering into certain amendments in connection with the
Loan.
D.
As a material inducement to Lender
to enter into such amendments to the Loan, Lender has required the
parties hereto to enter into this Amendment.
E.
REG and Borrower hereby agree to
amend the MOSA under the terms and conditions contained
herein.
Contractual
Provisions
NOW, THEREFORE, in consideration of
the mutual promises and agreements hereinafter contained and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1
.
Amendments to MOSA
.
(1)
Section 3 of the MOSA is hereby
amended by adding the following:
“G.
Compensation during a Blackhawk
Biofuels Loan Default . N
