UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
|
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area
code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|
$0.001 Par Value Per Share |
The (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Loan and Security Agreement
As previously disclosed in that certain Current Report on Form 8-K filed by Vertex Energy, Inc. (the “Company”, “we” and “us”) with the Securities and Exchange Commission (the “SEC” or the “Commission”) on September 12, 2022, the Company on that date issued a press release announcing the extension of the anticipated timeline (the “Timeline Extension”) to complete the renewable diesel conversion project at the Company’s Mobile, Alabama refinery (the “Mobile Refinery”).
The Company also previously filed a Current Report on Form 8-K with the SEC on April 7, 2022 (as amended by that Form 8-K/A (Amendment No. 1) filed with the SEC on April 26, 2022) disclosing that on April 1, 2022, Vertex Refining Alabama LLC, a Delaware limited liability company (“Vertex Refining”) which is indirectly wholly-owned by the Company; the Company, as a guarantor; substantially all of the Company’s direct and indirect subsidiaries, as guarantors; the lenders party thereto as lenders; and Cantor Fitzgerald Securities, in its capacity as administrative agent and collateral agent for the lenders (“Agent”), entered into a Loan and Security Agreement. The Company subsequently filed a Current Report on Form 8-K with the SEC on May 27, 2022 disclosing that an amendment to the Loan and Security Agreement was entered into on May 26, 2022.
In connection with the Timeline Extension, on September 30, 2022, Vertex Refining; the Company, as a guarantor; substantially all of the Company’s direct and indirect subsidiaries, as guarantors; Vertex Marine Fuel Services LLC (“Vertex Marine”) and Vertex Refining Texas LLC (“Vertex Texas,” and together with Vertex Marine, the “New Subsidiary Guarantors”), which are indirectly wholly-owned by the Company; the lenders thereto; and the Agent, entered into a second amendment (“Amendment No. Two”) to the Loan and Security Agreement (the Loan and Security Agreement, as amended from time to time, the “Loan and Security Agreement”).
Amendment No. Two (a) extends the date that the Company is required to begin initial commercial production of renewable diesel at the Mobile Refinery, from February 28, 2023 to April 28, 2023, and provides other corresponding extensions of the milestones required to complete the Company’s capital project designed to modify the Mobile Refinery’s existing hydrocracking unit to produce renewable diesel fuel on a standalone basis, which as previously described, is currently anticipated for mechanical completion during the first quarter of 2023; and (b) waives and extends certain deadlines and time periods for the Company to take other actions in connection with the Loan and Security Agreement.
In addition, each of the New Subsidiary Guarantors also entered into a Guarantor Joinder, agreeing to be bound by the terms of the Loan and Security Agreement, and to guaranty the amounts owed thereunder.
The foregoing descriptions of Amendment No. Two and the Guarantor Joinder do not purport to be complete and are qualified in their entirety by reference to the full text of such Amendment No. Two and Guarantor Joinder, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||
| 10.1*# | Amendment Number Two to Loan and Security Agreement dated September 30, 2022, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain direct and indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders | ||
| 10.2* | Guarantor Joinder dated September 30, 2022, relating to that certain Loan and Security Agreement dated April 1, 2022, as amended from time to time, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain direct and indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders | ||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | ||
* Filed herewith.
# Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Vertex Energy, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERTEX ENERGY, INC. | ||
| Date: October 5, 2022 | By: | /s/ Chris Carlson |
| Chris Carlson | ||
| Chief Financial Officer | ||
Exhibit 10.1
Execution Version
AMENDMENT NUMBER
TWO
TO LOAN AND SECURITY AGREEMENT
THIS LIMITED WAIVER AND AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment No. 2”), dated as of September 30, 2022, is entered into by and among Vertex Energy Inc., a Nevada corporation (“Parent”), Vertex Refining Alabama LLC, a Delaware limited liability company (“Borrower”), each of Parent’s direct and indirect Subsidiaries listed on Schedule 1 hereto other than Excluded Subsidiaries (collectively, the “Existing Subsidiary Guarantors” and each, individually, an “Existing Subsidiary Guarantor”), Vertex Marine Fuel Services LLC, a Delaware limited liability company (“Vertex Marine”), Vertex Refining Texas LLC, a Texas limited liability company (“Vertex Texas”; Vertex Texas, together with Vertex Marine, each a “New Subsidiary Guarantor” and collectively, the “New Subsidiary Guarantors”; the New Subsidiary Guarantors, together with the Existing Subsidiary Guarantors and Parent, each a “Guarantor” and collectively, the “Guarantors”), Cantor Fitzgerald Securities (“Cantor”) as administrative agent and collateral agent for the Lenders (“Agent”) and the lenders from time to time party hereto (collectively with the Initial Lenders, the “Lenders” and each, a “Lender”).
W I T N E S S E T H
WHEREAS, Parent, Borrower, the Existing Subsidiary Guarantors, Lenders and Agent are parties to that certain Loan and Security Agreement, dated as of April 1, 2022, as amended by that certain Amendment No. 1 to Loan and Security Agreement, dated as of May 26, 2022 (the “Existing Loan Agreement”, and the Existing Loan Agreement as amended by this Amendment No. 2, the “Loan Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement);
WHEREAS, a Default has occurred under Section 8.2 of the Loan Agreement as a result of the Loan Parties’ failure to join Vertex Refining Texas LLC, a Texas limited liability company, as a Guarantor as required by Section 6.11 of the Loan Agreement (the “Specified Default”);
WHEREAS, pursuant to Section 14.4(c) of the Loan Agreement, the Loan Parties have requested that the Lenders constituting the Required Lenders waive the Specified Default under the Loan Agreement;
WHEREAS, the Lenders party hereto comprising the Required Lenders are willing to waive the Specified Default in accordance with and subject to the terms and conditions set forth herein;
WHEREAS, Borrower has requested that Agent and Lenders consent to certain amendments relating to the extension of the timeline for certain operating covenants and Project Milestones ; and
WHEREAS, upon the terms and conditions set forth herein, Agent and Lenders have agreed to make such amendments to the Existing Loan Agreement to extend the timeline for certain operating covenants and Project Milestones (the “Milestone Extension”), on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Defined Terms. All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in Section 1.1 of the Loan Agreement.
2. Limited Waiver under the Loan Agreement.
| (a) | Limited Waiver of Specified Default. Notwithstanding the provisions of the Loan Agreement to the contrary, the Lenders party hereto (which, for the avoidance of doubt, constitute the Required Lenders) hereby waive, on a one-time basis, the Specified Default and any Default or Event of Default directly related thereto (including, without limitation, any Default or Event of Default arising from or relating to any certification or representation made or deemed made as to the absence of a Default or Event of Default). |
| (b) | Effectiveness of Limited Waiver. This waiver shall be effective only to the extent specifically set forth herein and shall not (i) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Loan Parties, (ii) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Loan Documents, except as specifically waived by this Waiver, (iii) be deemed a waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ consent (as applicable) or approval under the Loan Documents, (iv) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Agent’s or the Lenders’ exercise of any rights or remedies under the Loan Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than as specifically waived herein) whether now existing or otherwise, all such rights and remedies hereby being expressly reserved, or (v) establish a custom or course of dealing or conduct between the Agent and the Lenders, on the one hand, and the Borrower or any other Loan Party on the other hand. |
3. Amendments to Loan Agreement.
| (a) | Section 6.18 of the Existing Loan Agreement is hereby amended by amending and restating such section as follows: |
“6.18 Operating Covenants. Borrower (x) shall provide evidence of initial commercial production of renewable diesel by April 28, 2023 (the “Commercial Operations Date”) and (y) agrees to complete, or cause all the Project Milestones to be completed and submitted (as applicable) not later than the dates set forth on Schedule 6.18; provided that the Lenders and the Borrower agree to use commercially reasonable efforts to agree to reasonable extensions to the Commercial Operations Date and any remaining Project Milestone should the Commercial Operations Date or Project Milestones become unachievable due to causes, in each case, which (i) are directly related to the achievement of the Commercial Operations Date and/or the relevant Project Milestone, whether related to the operation of the Mobile Refinery or the Renewable Diesel Project and (ii) are beyond Borrower’s or any other Loan Party’s control, including, but not limited, to:
(a) Acts of God, lightning, epidemics, pandemics (including, without limitation, COVID-19), floods, fires, earthquakes, other natural disasters explosions or storms, transportation difficulties, unplanned outages, breakdown of necessary equipment, power outages, strikes, lockouts or other industrial disturbances;
2
(b) wars, invasions, boycotts, terrorist activities, or any law, rule, order or action of any court or instrumentality of the federal, state or local government or any foreign government; and
(c) exhaustion, reduction, or unavailability or delay in delivery of any feedstock or other inputs necessary in the manufacture of renewable diesel.”
| (b) | Schedule 6.18 of the Existing Loan Agreement is hereby amended by replacing the existing Schedule 6.18 with the attached Exhibit A. |
| (c) | Items 3 and 4 on Schedule 6.19 of the Existing Loan Agreement are hereby amended by amending and restating such items as follows: |
“3. By October 15, 2022, the Loan Parties shall confirm that all Vehicles, which, under applicable law, are required to be registered, are properly registered in the name of the proper Loan Party that owns such Vehicles (such Vehicles, the “Retitled Property”).
4. To the extent not delivered on the Closing Date, by October 15, 2022, the Loan Parties shall deliver certificates of title for all Certificate of Title Collateral for notation of the Agent’s Lien as required pursuant to the Loan Documents; provided that to the extent the Certificate of Title Collateral is also Retitled Property once the Loan Party receives the certificate of title reflecting the proper owner from the relevant Governmental Authority it shall have no more than sixty (60) days to deliver certificates of title for such Certificate of Title Collateral with notation of the Agent’s Lien.”
| (a) | A new item 9 is added to Schedule 6.19 of the Existing Loan Agreement to include the following: |
“9. Within five (5) Business Days of the Second Amendment Effective Date, Crystal Energy, LLC shall deliver to the Agent, the good standing certificate from the Secretary of State of the State of Tennessee.”
| 4. | Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent (at the direction of the Required Lenders) or the Required Lenders) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment No. 2 (the date on which all such conditions precedent are either satisfied or waived, being the “Second Amendment Effective Date”): |
| (a) | The Agent and the Lenders shall have received this Amendment No. 2, duly executed by the parties hereto; |
| (b) | Evidence of the insurance coverage for each of the New Subsidiary Guarantors as required by Section 6.8 of the Loan Agreement; |
| (c) | A duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority) or to the extent applicable, certifying no change thereto as of the Second Amendment Effective Date, (ii) resolutions authorizing the Loan Documents, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Second Amendment Effective Date; |
| (d) | All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents by the Loan Parties; |
3
| (e) | The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercreditor Agreement; |
| (f) | The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercompany Subordination Agreement; |
| (g) | The execution and delivery by the New Subsidiary Guarantors of a Joinder to Collateral Pledge Agreement; |
| (h) | A Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Amendment No. 2) certifying that the Loan Parties, individually and collectively, are not Insolvent; |
| (i) | Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to Uniform Commercial Code financing statements, as the Lenders shall reasonably request to evidence the perfection and priority of the security interests granted to Agent pursuant to Article 4 of the Loan Agreement; |
| (j) | Subject to Section 6.19 of the Loan Agreement, the Agent shall have received, all documents, agreements and instruments required to create and perfect the Agent’s security interest in the Collateral. The New Subsidiary Guarantors shall have filed or shall have provided all UCC-1 financing statements in form for filing by the Required Lenders or their counsel and shall have delivered all certificated pledged equity and documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Second Amendment Effective Date; |
| (k) | The New Subsidiary Guarantors shall have provided no less than three (3) Business Days prior to the Second Amendment Effective Date the documentation and other information to the Lenders that are reasonably requested by the Lenders no later than 10 days prior to the Second Amendment Effective Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms; |
| (l) | Confirmation that (i) the representations and warranties contained in Section 5 of the Loan Agreement and in Section 4 hereof shall be true and correct on and as of the Second Amendment Effective Date (except for such representations and warranties made as of a specific date, in which case such representations and warranties shall be true and correct as of such specific date), after giving effect in all cases to any standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 4 hereof as to such representations and warranties, and (ii) no Default or Event of Default shall have occurred and be continuing, or would exist after giving effect to the Milestone Extension; and |
| (m) | Such other documents, and completion of such other matters, as Agent or Lenders may reasonably deem necessary or appropriate. |
For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment No. 2 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Second Amendment Effective Date specifying its objection thereto.
4
| 5. | Representations and Warranties. Each Loan Party jointly and severally, hereby: |
| (a) | represents and warrants that, each of the representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof (after giving effect to this Amendment No. 2 and the other documents executed in connection with this Amendment No. 2) except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date; |
| (b) | represents and warrants that, after giving effect to this Amendment No. 2, no Default or Event of Default will have occurred and be continuing; |
| (c) | represents and warrants that the execution, delivery and performance by each Loan Party of this Amendment No. 2 and the other documents, agreements and instruments executed by any Loan Party in connection herewith (collectively, together with this Amendment No. 2, the “Amendment Documents”) and the consummation of the transactions contemplated hereby or thereby, are within such Loan Party’s powers, have been duly authorized by all necessary organizational action, and do not contravene (i) the Organization Documents of such Loan Party or (ii) any law or any material Contractual Obligation of any Loan Party, except, for purposes of this clause (c), to the extent such contravention would not reasonably be expected to have a Material Adverse Effect; |
| (d) | represents and warrants that no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, any stockholders, members, partners or any other equityholders of any Loan Party, and any Person pursuant to any Contractual Obligation, is required for the due execution, delivery and performance by any Loan Party of any Amendment Document to which it is a party that has not already been obtained if the failure to obtain such authorization, approval or other action, or to provide such notice or make such filing, could reasonably be expected to result in a Material Adverse Effect; |
| (e) | represents and warrants that each Amendment Document has been duly executed and delivered by each Loan Party party thereto; and |
| (f) | represents and warrants that this Amendment No. 2 constitutes, and each other Amendment Document to be executed on the date hereof will constitute, upon execution, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with its respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). |
5
| 6. | Payment of Costs and Fees. Borrower shall pay to Agent and each Lender all expenses required to be paid pursuant to Section 2.5 and Section 10.3 of the Loan Agreement in connection with the preparation, negotiation, execution and delivery of this Amendment No. 2 and any documents and instruments relating hereto. |
| 7. | GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL PROVISIONS. THIS AMENDMENT NO. 2 SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, JURISDICTION, AND WAIVER OF JURY TRIAL SET FORTH IN SECTION 14.14 OF THE LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. |
| 8. | Amendments. This Amendment No. 2 cannot be altered, amended, changed or modified in any respect except in accordance with Section 14.4 of the Loan Agreement. |
| 9. | Counterparts. This Amendment No. 2 and any notices delivered under this Amendment No. 2 may be executed by means of (i) an electronic signature that complies with the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Amendment No. 2 may be executed in any number of counterparts, and it is not necessary that the signatures of all parties hereto be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document. |
| 10. | Effect on Loan Documents. |
(a) The Loan Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment No. 2 shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender under the Loan Agreement or any other Loan Document. Except for the amendments to the Loan Agreement expressly set forth herein, the Loan Agreement and the other Loan Documents shall remain unchanged and in full force and effect.
(b) Upon and after the effectiveness of this Amendment No. 2, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby.
6
(c) To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Loan Agreement, after giving effect to this Amendment No. 2, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended hereby.
(d) This Amendment No. 2 is a Loan Document.
| 11. | Entire Agreement. This Amendment No. 2 and each of the other Loan Documents, taken together, constitute and contain the entire agreement between the Loan Parties, Agent and Lenders and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof. |
| 12. | Reaffirmation of Obligations. The Loan Parties hereby acknowledge and agree that all terms, covenants, conditions and provisions of the Loan Documents (including, without limitation, each Collateral Document) continue in full force and effect, are herein reaffirmed in their entirety and remain unaffected and unchanged, except to the extent expressly set forth in this Amendment No. 2. Neither this Amendment No. 2 nor the execution and delivery of this Amendment No. 2 by Agent, the Lenders and the Loan Parties hereto shall constitute a novation or renewal of the Term Loan or the Indebtedness or any of the Loan Documents. This Amendment No. 2, except to the extent expressly set forth herein, is not intended to and shall not be deemed or construed to create or constitute a waiver, release, or relinquishment of, and shall not affect, the liens, security interests and rights, remedies and interests under the Loan Documents, all of which are hereby ratified, confirmed, renewed and extended in all respects. |
| 13. | Severability of Provisions. Each provision of this Amendment No. 2 shall be severable from every other provision of this Amendment No. 2 for the purpose of determining the legal enforceability of any specific provision. |
| 14. | Agent. The Agent has executed this Amendment No. 2 as directed under and in accordance with the Loan Agreement and will perform this Amendment No. 2 solely in its capacity as Agent hereunder, and not individually. In performing under this Amendment No. 2, the Agent shall have all rights, protections, immunities and indemnities granted to it under the Loan Agreement. Subject to the terms of the Loan Agreement, the Agent shall have no obligation to perform or exercise any discretionary act. Each of the undersigned Lenders, constituting all of the Lenders both prior to and immediately after the Second Amendment Effective Date hereby directs and consents to the Agent’s execution of this Amendment No. 2 and the documents contemplated hereunder. |
7
| 15. | Intercreditor Agreement Governs. This Amendment No. 2 and the other Loan Documents are subject to the terms and conditions set forth in the Intercreditor Agreement, in all respects and, in the event of any conflict between the terms of the Intercreditor Agreement and this Amendment No. 2, the terms of the Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent or any Intermediation Facility Agent, as applicable, pursuant to any Loan Document or any Intermediation Facility Document, and the exercise of any right or remedy in respect of the Collateral by the Agent or any Intermediation Facility Agent, as applicable hereunder, under any other Loan Document, under any Intermediation Facility Document and any other agreement entered into in connection with the foregoing are subject to the provisions of the Intercreditor Agreement and in the event of any conflict between the terms of the Intercreditor Agreement, this Amendment No. 2, any other Loan Document, any Intermediation Facility Document and any other agreement entered into in connection with the foregoing, the terms of the Intercreditor Agreement shall govern and control with respect to the exercise of any such right or remedy or the Loan Parties’ covenants and obligations. |
[Signature pages follow]
8
IN WITNESS WHEREOF, the parties have entered into this Amendment No. 2 as of the date first above written.
| NEW SUBSIDIARY GUARANTORS: | VERTEX REFINING TEXAS LLC, | |
| a Texas limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX MARINE FUEL SERVICES LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| PARENT: | VERTEX ENERGY, INC., | |
| a Nevada corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| BORROWER: | VERTEX REFINING ALABAMA LLC, | |
| a Louisiana limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| EXISTING SUBSIDIARY | VERTEX ENERGY OPERATING, LLC, | |
| GUARANTORS: | a Texas limited liability company | |
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX REFINING LA, LLC, | ||
| a Louisiana limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
[Signature page to Amendment No. 2]
| VERTEX REFINING OH, LLC, | ||
| an Ohio limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| HPRM LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | Director, President and Chief Executive Officer | |
| TENSILE-HEARTLAND ACQUISITION CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | Director, President and Chief Executive Officer | |
| VERTEX RECOVERY MANAGEMENT, LLC, | ||
| a Texas limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX REFINING NV, LLC, | ||
| a Nevada limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX SPLITTER CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | Director | |
| VERTEX REFINING MYRTLE GROVE LLC, | ||
| a Delaware corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
[Signature page to Amendment No. 2]
| CRYSTAL ENERGY, LLC, | ||
| an Alabama limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President | |
| VERTEX ACQUISITION SUB, LLC, | ||
| a Nevada limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| BANGO OIL LLC, | ||
| a Nevada limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| CEDAR MARINE TERMINALS, LP, | ||
| a Texas limited partnership | ||
| By: Vertex II GP, its General Partner | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| CROSSROAD CARRIERS, L.P., | ||
| a Texas limited partnership | ||
| By: Vertex II GP, its General Partner | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX RECOVERY, L.P., | ||
| a Texas limited partnership | ||
| By: Vertex II GP, its General Partner | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
[Signature page to Amendment No. 2]
| H & H OIL, L.P., | ||
| a Texas limited partnership | ||
| By: Vertex II GP, its General Partner | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX II GP, LLC, | ||
| a Nevada limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| TENSILE-MYRTLE GROVE ACQUISITION CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chairman of the Board | |
| VERTEX MERGER SUB, LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
[Signature page to Amendment No. 2]
In Witness Whereof, the parties hereto have caused this Amendment No. 2 to be executed as of the date first above written.
| LENDERS: | |||
| WHITEBOX MULTI-STRATEGY PARTNERS, LP | |||
| By: | /s/ Andrew Thau | ||
| Name: | Andrew Thau | ||
| Title: | Senior Legal Analyst | ||
| WHITEBOX RELATIVE VALUE PARTNERS, LP | |||
| By: | /s/ Andrew Thau | ||
| Name: | Andrew Thau | ||
| Title: | Senior Legal Analyst | ||
| WHITEBOX GT FUND, LP | |||
| By: | /s/ Andrew Thau | ||
| Name: | Andrew Thau | ||
| Title: | Senior Legal Analyst | ||
| PANDORA SELECT PARTNERS, LP | |||
| By: | /s/ Andrew Thau | ||
| Name: | Andrew Thau | ||
| Title: | Senior Legal Analyst | ||
[Signature page to Amendment No. 2]
| HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P., | |||
| By: | Highbridge Capital Management, LLC, | ||
| as Trading Manager and not in its individual capacity | |||
| By: | /s/ Jonathan Segal | ||
| Name: | Jonathan Segal | ||
| Title: | Managing Director, Co-Chief Investment Officer | ||
[Signature page to Amendment No. 2]
| BLACKROCK DIVERSIFIED PRIVATE DEBT FUND MASTER LP | |||
| By: | BlackRock Financial Management, Inc., | ||
| its manager | |||
| By: | /s/ Zach Viders | ||
| Name: | Zach Viders | ||
| Title: | Authorized Signatory | ||
| GCO II Aggregator 2 L.P. | |||
| By: | BlackRock Financial Management, Inc., | ||
| its manager | |||
| By: | /s/ Zach Viders | ||
| Name: | Zach Viders | ||
| Title: | Authorized Signatory | ||
[Signature page to Amendment No. 2]
| CHAMBERS ENERGY CAPITAL IV, LP | |||
| By: | CEC Fund IV GP, LLC, its general partner | ||
| By: | /s/ Robert Hendricks | ||
| Name: | Robert Hendricks | ||
| Title: | Partner | ||
[Signature page to Amendment No. 2]
| CROWDOUT CREDIT OPPORTUNITIES FUND LLC | |||
| By: | /s/ Brian Gilmore | ||
| Name: | Brian Gilmore | ||
| Title: | Managing Member | ||
| CROWDOUT WAREHOUSE LLC | |||
| By: | /s/ Brian Gilmore | ||
| Name: | Brian Gilmore | ||
| Title: | Managing Member | ||
[Signature page to Amendment No. 2]
| AGENT: | |||
| CANTOR FITZGERALD SECURITIES, as Agent | |||
| By: | /s/ James Buccola | ||
| Name: | James Buccola | ||
| Title: | Head of Fixed Income | ||
[Signature page to Amendment No. 2]
Exhibit 10.2
Execution Version
Guarantor Joinder
THIS JOINDER AGREEMENT NO. 2 (this “Agreement”), dated as of September 30, 2022, to that certain Loan and Security Agreement dated April 1, 2022 (as amended by that certain Amendment Number One to Loan and Security Agreement, dated as of May 26, 2022 and that certain Amendment Number Two to Loan and Security Agreement dated as of the date hereof, and as may be further amended from time to time, the “Loan Agreement”) by and among Vertex Energy, Inc., a Nevada corporation (“Parent”), Vertex Refining Alabama LLC, a Delaware limited liability company (the “Borrower”), each of Parent’s direct and indirect subsidiaries from time to time party thereto, Cantor Fitzgerald Securities, as agent (the “Agent”) and the several lenders from time to time party thereto (collectively, the “Lenders”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Loan Agreement.
The undersigned, Vertex Refining Texas LLC, a Texas limited liability company (“Vertex Texas”) and Vertex Marine Fuel Services LLC, a Delaware limited liability company (“Vertex Marine”; Vertex Marine, together with Vertex Texas, each an “Additional Guarantor” and collectively, the “Additional Guarantors”) each wishes to become a party to the Loan Agreement and to acquire and undertake the rights and obligations of a “Guarantor” thereunder. Each Additional Guarantor is entering into this Agreement in accordance with the provisions of the Loan Agreement in order to become a Guarantor thereunder.
Accordingly, each Additional Guarantor and the other Loan Parties hereby agree as follows with the Agent, for the benefit of the Secured Parties:
1. The Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Additional Guarantor will be deemed to be a party to and a “Guarantor” under the Loan Agreement and shall have all of the obligations and rights of a Guarantor thereunder as if it had executed the Loan Agreement and the other Loan Documents as a Guarantor. The Additional Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all representations and warranties, covenants and other terms, conditions and provisions of the Loan Agreement and the other applicable Loan Documents. Without limiting the generality of the foregoing terms of this Paragraph 1, the Additional Guarantor (i) is hereby made a party to the Loan Agreement and the other Loan Documents as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and the Additional Guarantor hereby jointly and severally assumes and agrees to pay and perform all obligations of a Guarantor under the Loan Agreement and each of the other Loan Documents, (ii) hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Secured Obligations in accordance with Article XIII of the Loan Agreement and (iii) hereby expressly assumes all obligations and liabilities of a Guarantor under the Loan Agreement.
2. Each of the Additional Guarantor and the other Loan Parties hereby agree that all of the representations and warranties contained in Article V of the Loan Agreement and each other Loan Document are true and correct in all material respects as of the date hereof (without duplication of any materiality qualifier set forth therein) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (without duplication of any materiality standard set forth therein) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 5.9 of the Loan Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (i) and (iii), respectively, of Section 6.3(a) of the Loan Agreement.
3. The Additional Guarantor acknowledges and confirms that it has received a copy of the Loan Agreement and the schedules and exhibits thereto and each Loan Document and Collateral Document and the schedules and exhibits thereto. The information on the schedules to the Loan Agreement and the Collateral Documents are hereby supplemented (to the extent permitted under the Loan Agreement or Collateral Documents) to reflect the information shown on the attached Schedule A (and each of the Loan Parties ratifies such supplements and confirms that its obligations under the Collateral Documents, as so supplemented, shall be and continue to be in full force and effect).
4. The Loan Parties confirm that the Loan Agreement is, and upon the Additional Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Additional Guarantor becoming a Guarantor the term “Obligations,” as used in the Loan Agreement, shall include all obligations of the Additional Guarantor under the Loan Agreement and under each other Loan Document.
5. Each of the Loan Parties and the Additional Guarantor agrees that at any time and from time to time, upon the written request of the Agent, it will execute and deliver such further documents and do such further acts as the Agent may reasonably request in accordance with the terms and conditions of, and to the extent that such further assurances are required under, the Loan Agreement and the other Loan Documents in order to effect the purposes of this Agreement.
6. The following conditions must be met on or before the date hereof:
(a) Loan Documents. Agent shall have received this Agreement executed by each applicable Loan Party.
(b) Organizational Documents; Incumbency. Agent shall have received (i) copies of each Organization Document executed by Additional Guarantor, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated as of the date hereof or a recent date prior thereto, (ii) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party, (iii) resolutions of the Board or similar governing body of each Loan Party, in each case, approving and authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the date hereof, certified as of the date hereof by its secretary or an assistant secretary or other similar responsible officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the applicable Governmental Authority of Additional Guarantor’s jurisdiction of incorporation, organization, or formation dated a recent date prior to the date hereof.
(c) Personal Property Collateral. In order to create in favor of Agent, for the benefit of Secured Parties, a valid, perfected security interest in personal property Collateral, Agent shall have received:
(i) evidence satisfactory to the Required Lenders of the compliance by Additional Guarantor of its obligations under the Loan Agreement and Collateral Documents to which it is a party (including, without limitation, its obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the reasonable opinion of the Required Lenders, desirable to perfect the security interests purported to be created by the Loan Agreement and Collateral Documents, and
(ii) original certificates (if any) with respect to all of the capital stock issued by Additional Guarantor, together with undated powers executed in blank with respect thereto (provided, that any such certificates issued by any Person other than Additional Guarantor shall only be required to be delivered on the date hereof to the extent timely received after using commercially reasonable efforts to obtain them).
(d) Fees and Expenses. All accrued reasonable costs, fees, and expenses (including, without limitation, reasonable legal fees and expenses and the reasonable fees and expenses of any other advisors) and other compensation due and payable to Agent and the Lenders and required by this Agreement and the other Loan Documents to be paid on the date hereof shall have been paid, in the case of expenses, to the extent a reasonably detailed invoice has been delivered to Borrower.
(e) Officer’s Certificate. Borrower shall have delivered to the Agent an executed Officer’s Certificate, certifying the items described in clause (b) of this paragraph 6, with all attachments thereto.
Each Lender, by delivering its signature page to this Agreement shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Agent or Lenders, as applicable, on the date hereof.
7. This Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
8. Each provision of this Agreement shall be severable from every other provision of this Joinder Agreement for the purpose of determining the legal enforceability of any specific provision.
9. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Section 14.14 of the Loan Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
10. Cantor Fitzgerald Securities is entering into this Agreement solely in its capacity as Agent and shall be entitled to all of the rights, privileges and immunities set forth in the Loan Agreement in acting hereunder.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the Loan Parties and the Additional Guarantor has caused this Agreement to be duly executed by its authorized officer, and the Agent, for the benefit of the Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
| ADDITIONAL GUARANTORS: | VERTEX REFINING TEXAS LLC, | |
| a Texas limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX MARINE FUEL SERVICES LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| PARENT: | VERTEX ENERGY INC., | |
| a Nevada corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| BORROWER: | VERTEX REFINING ALABAMA LLC, | |
| a Louisiana limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| SUBSIDIARY GUARANTORS: | VERTEX ENERGY OPERATING, LLC, | |
| a Texas limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX REFINING, LA, LLC, | ||
| a Louisiana limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Joinder to Loan and Security Agreement]
| VERTEX REFINING OH, LLC, | ||
| an Ohio limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| HPRM LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| TENSILE-HEARTLAND ACQUISITION CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX RECOVERY MANAGEMENT, LLC, | ||
| a Texas limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX REFINING NV, LLC, | ||
| a Nevada limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX SPLITTER CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | Director | |
| VERTEX REFINING MYRTLE GROVE LLC, | ||
| a Delaware corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Joinder to Loan and Security Agreement]
| CRYSTAL ENERGY, LLC, | ||
| an Alabama limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President | |
| VERTEX ACQUISITION SUB, LLC, | ||
| a Nevada limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| BANGO OIL LLC, | ||
| a Nevada limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| CEDAR MARINE TERMINALS, LP, | ||
| a Texas limited partnership | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| CROSSROAD CARRIERS, L.P., | ||
| a Texas limited partnership | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX RECOVERY, L.P., | ||
| a Texas limited partnership | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Joinder to Loan and Security Agreement]
| H & H OIL, L. P., | ||
| a Texas limited partnership | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX II GP, LLC, | ||
| a Nevada limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| TENSILE-MYRTLE GROVE ACQUISITION CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
| VERTEX MERGER SUB, LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Benjamin P. Cowart | |
| Name: | Benjamin P. Cowart | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Joinder to Loan and Security Agreement]
Acknowledged, accepted and agreed:
CANTOR FITZGERALD SECURITIES,
as Agent
| By: | /s/ James Buccola |
| Name: | James Buccola |
| Title: | Head of Fixed Income |
[Signature Page to Joinder to Loan and Security Agreement]
Schedule A
Schedule 1
Subsidiaries
| ● | VERTEX ENERGY OPERATING, LLC, a Texas limited liability company (wholly-owned) (“Vertex Operating”) |
| ● | Vertex Splitter Corporation, a Delaware corporation (wholly-owned) (“Vertex Splitter”) |
| ● | Vertex Refining LA, LLC, a Louisiana limited liability company (wholly-owned by Vertex Operating) (“VRLA”) |
| ● | Crystal Energy, LLC, an Alabama limited liability company (wholly-owned by Vertex Operating) (“Crystal”) |
| ● | Tensile-Myrtle Grove Acquisition Corporation, a Delaware corporation (wholly-owned by Vertex Splitter) (“TMGA”) |
| ● | VERTEX MERGER SUB, LLC, a California limited liability company (wholly-owned by Vertex Operating) (“Merger Sub”) |
| ● | Vertex Refining Alabama LLC, a Delaware limited liability company (wholly-owned by Vertex Operating) (“VRAL”) |
| ● | VERTEX RECOVERY MANAGEMENT, LLC, a Texas limited liability company (wholly-owned by Vertex Operating) (“VRM”) |
| ● | Vertex Refining NV, LLC, a Nevada limited liability company (wholly owned by Vertex Operating) (“VRNV”) |
| ● | Vertex Refining Myrtle Grove LLC, a Delaware limited liability company (86% owned by Vertex Operating and 14% owned by TMGA) |
| ● | Vertex II GP, LLC, a Nevada limited liability company (100% owned by Vertex Operating) (“Vertex II GP”) |
| ● | Vertex Acquisition Sub, LLC, a Nevada limited liability company (wholly-owned by Vertex Operating) (“Vertex Acquisition”) |
| ● | BANGO OIL LLC, a Nevada limited liability company (wholly-owned by VRNV) (“Bango Oil”) |
| ● | VERTEX RECOVERY, L.P., a Texas limited partnership (99% owned by Vertex Acquisition and 1% owned by Vertex II GP) (“Vertex Recovery”) |
| ● | CROSSROAD CARRIERS, L.P., a Texas limited partnership (99% owned by Vertex Acquisition and 1% owned by Vertex II GP) (“Crossroad Carriers”) |
| ● | CEDAR MARINE TERMINALS, LP, a Texas limited partnership (99% owned by Vertex Acquisition and 1% owned by Vertex II GP) (“CMT”) |
| ● | H & H Oil, L. P., a Texas limited partnership (99% owned by Vertex Acquisition and 1% owned by Vertex II GP) (“H &H Oil”) |
| ● | HPRM, LLC, a Delaware limited liability company (1% owned by Vertex Splitter, 65% owned by THAC and 34% owned by Vertex Operating) (“HPRM”) |
| ● | Vertex Refining OH, LLC, an Ohio limited liability company (wholly owned by HPRM) (“Vertex Ohio”) |
| ● | Tensile-Heartland Acquisition Corporation, a Delaware corporation (100% owned by Vertex Splitter) (“THAC”) |
| ● | Vertex Marine Fuel Services LLC, a Delaware limited liability company (wholly-owned by Vertex Operating) (“Vertex Marine”) |
| ● | Vertex Refining Texas LLC, a Texas limited liability company (wholly-owned by Vertex Operating) (“Vertex Texas”) |
Excluded Subsidiaries as of the Second Amendment Effective Date
| ● | Leverage Lubricants, LLC, a Texas limited liability company (51% owned by Vertex Operating) |
| ● | Vertex Recovery Management LA, LLC, a Louisiana limited liability company (51% owned by VRM) |
Cover |
Sep. 30, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 30, 2022 |
| Entity File Number | 001-11476 |
| Entity Registrant Name | VERTEX ENERGY, INC. |
| Entity Central Index Key | 0000890447 |
| Entity Tax Identification Number | 94-3439569 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 1331 Gemini Street |
| Entity Address, Address Line Two | Suite 250 |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77058 |
| City Area Code | (866) |
| Local Phone Number | 660-8156 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | VTNR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
-8?20$3;8T.P6BP^0"X99K>]9!:G