This Management Facility Services Agreement involves
Title: FIRST AMENDMENT TO MANAGEMENT AND OPERATIONAL SERVICES AGREEMENT
Governing Law: Iowa Date: 12/3/2009
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”).
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.
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 . Notwithstanding
anything herein to the contrary, if Blackhawk Biofuels is in default under that certain Loan Agreement dated May 9, 2008, as amended (the “Loan Agreement”), between Blackhaw