INTERCREDITOR AGREEMENTIntercreditor Agreement • May 6th, 2014 • Vertex Energy Inc. • Refuse systems • New York
Intercreditor Agreement (this “Agreement”), dated as of May 2, 2014, among BANK OF AMERICA, N.A. (with its successors and assigns, and as more specifically defined below, the “Revolving Lender”), GOLDMAN SACHS BANK USA, as administrative agent and collateral agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Loan Administrative Agent”) for the benefit of the Term Loan Secured Parties (as defined below), and each of the Loan Parties (as defined below) party hereto.
GUARANTYVertex Energy Inc. • May 6th, 2014 • Refuse systems • Delaware
THIS GUARANTY is entered into as of May 2, 2014 from OMEGA HOLDINGS COMPANY LLC, a Delaware limited liability company ("Guarantor"), in favor of VERTEX REFINING NV, LLC, a Nevada limited liability company ("Lender").
AMENDED AND RESTATED GUARANTYVertex Energy Inc. • May 6th, 2014 • Refuse systems • Texas
This [Amended and Restated] Guaranty (as amended, supplemented, or restated, this “Guaranty”) is executed as of May 2, 2014, by CEDAR MARINE TERMINALS, LP, a Texas limited partnership (“CMT”), CROSSROAD CARRIERS, L.P., a Texas limited partnership (“Crossroad Carriers”), GOLDEN STATE LUBRICANTS WORKS, LLC, a Delaware limited liability company (“GSLW”), H & H OIL, L. P., a Texas limited partnership (“H&H Oil”), VERTEX ACQUISITION SUB, LLC, a Nevada limited liability company (“VAS”), VERTEX MERGER SUB, LLC, a California limited liability company (“VMS”), VERTEX RECOVERY, L.P., a Texas limited partnership (“Vertex-Recovery”), VERTEX REFINING LA, LLC, a Louisiana limited liability company (“Vertex-LA”), VERTEX REFINING NV, LLC, a Nevada limited liability company (“Vertex-NV”), and VERTEX II GP, LLC, a Nevada limited liability company (“Vertex-II” and together with CMT, Crossroads Carriers, GSLW, H&H Oil, VAS, VMS, Vertex-Recovery, Vertex-LA, and Vertex-NV, each a “Guarantor”, and collective
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 6th, 2014 • Vertex Energy Inc. • Refuse systems
This SECOND AMENDMENT ("Amendment") to the Asset Purchase Agreement (as amended by a First Amendment dated as of April 14, 2014, collectively, the "Purchase Agreement") made and entered into effective as of March 17, 2014 by and between VERTEX ENERGY, INC., a Nevada corporation ("Vertex"), VERTEX REFINING LA, LLC, a Louisiana limited liability company and an indirectly owned subsidiary of Vertex ("Louisiana Buyer"), VERTEX REFINING NV, LLC, a Nevada limited liability company and an indirectly owned subsidiary of Vertex ("Bango Buyer;" and along with Louisiana Buyer, individually a "Buyer" and collectively, the "Buyers"), OMEGA REFINING, LLC, a Delaware limited liability company ("Omega"), BANGO REFINING NV, LLC, a Delaware limited liability company ("Bango Refining;" and along with Omega, each a "Seller" and collectively, the "Sellers"), and OMEGA HOLDINGS COMPANY LLC, a Delaware limited liability company (the "Equity Owner"), is entered into effective as of April 30, 2014 by each of t
REVOLVING NOTEVertex Energy Inc. • May 6th, 2014 • Refuse systems
This note has been executed and delivered under, and is subject to the terms of, the Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or restated from time to time, the “Credit Agreement”), between Borrowers and Lender and is the “Revolving Note” referred to in the Credit Agreement. Unless defined in this note, or the context requires otherwise, capitalized terms used in this note have the meanings given them in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of rights, payment of attorneys’ fees, court costs and other costs of collection, certain waivers by Borrowers and others now or hereafter obligated for payment of any sums due under this note, and security for the payment of this note. This note is a Loan Document and, therefor
