PAYMENT AND EXCHANGE AGREEMENTPayment and Exchange Agreement • July 6th, 2009 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida
THIS PAYMENT AND EXCHANGE AGREEMENT (this “Agreement”) is between SMF Energy Corporation, a Delaware corporation (“Company”), and the undersigned holder (“Purchaser” and, together with Company, the “Parties”) of Company’s August 8, 2007 11½% senior secured convertible promissory note (the “Note”) and shall be effective on the date it is accepted by Company as noted on the signature page hereto (the “Effective Date”).
EXCHANGE AGREEMENTExchange Agreement • July 6th, 2009 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida
ANY INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE SENIOR DEBT OF THE “MAKER” (AS DEFINED BELOW) PURSUANT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT BY AND BETWEEN THE “MAKER” (AS DEFINED BELOW), MAKER’S SENIOR CREDITOR (TOGETHER...Debt Subordination Agreement • July 6th, 2009 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations)
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON THE PAYEE FIRST HAVING OBTAINED A WRITTEN OPINION OF MAKER’S COUNSEL, OR OTHER COUNSEL ACCEPTABLE TO MAKER, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE “BLUE SKY” OR OTHER SIMILAR SECURITIES LAW.
EIGHTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 6th, 2009 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida
THIS EIGHTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into on June 29, 2009, by and among SMF Energy Corporation, a Delaware corporation and successor-by-merger to Streicher Mobile Fueling, Inc., a Florida corporation ("SMF"); SMF Services, Inc., a Delaware corporation ("SSI"); H & W Petroleum Company, Inc., a Texas corporation ("H & W" and, together with SMF and SSI, collectively, "Borrower"); and Wachovia Bank, National Association, a national banking association and successor-by-merger to Congress Financial Corporation (Florida) ("Lender").
DEBT SUBORDINATION AGREEMENTDebt Subordination Agreement • July 6th, 2009 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida
THIS DEBT SUBORDINATION AGREEMENT (this "Agreement") is made and entered into this _____ day of June, 2009, among __________________________ ("Subordinate Creditor"), a ____________________________________, SMF ENERGY CORPORATION, a Delaware corporation ("SMF"), SMF SERVICES, INC., a Delaware corporation ("SSI"), H & W PETROLEUM COMPANY, INC., a Texas corporation ("H&W"; each of SMF, SSI and H&W is sometimes referred to herein individually as a "Debtor," and collectively they are sometimes referred to herein as "Debtors"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, "Lender").
