0001999371-24-007513 Sample Contracts

LIMITED CONSENT AND PARTIAL LIEN RELEASE
Vertex Energy Inc. • June 17th, 2024 • Petroleum refining

THIS LIMITED CONSENT AND PARTIAL LIEN RELEASE (this “Limited Consent”) is made as of May 24, 2024, by and among Vertex Refining Alabama LLC, a Delaware limited liability company (the “Borrower”), Vertex Energy, Inc., a Nevada corporation (the “Parent”), each of Parent’s direct and indirect Subsidiaries listed on the signature pages hereto other than Excluded Subsidiaries (collectively, the “Subsidiary Guarantors” and each, individually, a “Subsidiary Guarantor”; the Subsidiary Guarantors, together with Parent, each a “Guarantor” and collectively, the “Guarantors”), Cantor Fitzgerald Securities, as administrative agent and collateral agent (the “Agent”) under the Loan Agreement, and the Lenders (as such terms are defined below) party hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).

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LIMITED CONSENT AND WAIVER
Limited Consent • June 17th, 2024 • Vertex Energy Inc. • Petroleum refining

THIS LIMITED CONSENT AND WAIVER (this “Limited Consent”) is made as of May 23, 2024, by and among Vertex Refining Alabama LLC, a Delaware limited liability company (the “Borrower”), Vertex Energy, Inc., a Nevada corporation (the “Parent”), each of Parent’s direct and indirect Subsidiaries listed on the signature pages hereto other than Excluded Subsidiaries (collectively, the “Subsidiary Guarantors” and each, individually, a “Subsidiary Guarantor”; the Subsidiary Guarantors, together with Parent, each a “Guarantor” and collectively, the “Guarantors”), Cantor Fitzgerald Securities, as administrative agent and collateral agent (the “Agent”) under the Loan Agreement, and the Lenders (as such terms are defined below) party hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).

LIMITED CONSENT
Vertex Energy Inc. • June 17th, 2024 • Petroleum refining

THIS LIMITED CONSENT (this “Limited Consent”) is made as of June 11, 2024, by and among Vertex Refining Alabama LLC, a Delaware limited liability company (the “Borrower”), Vertex Energy, Inc., a Nevada corporation (the “Parent”), each of Parent’s direct and indirect Subsidiaries listed on the signature pages hereto other than Excluded Subsidiaries (collectively, the “Subsidiary Guarantors” and each, individually, a “Subsidiary Guarantor”; the Subsidiary Guarantors, together with Parent, each a “Guarantor” and collectively, the “Guarantors”), Cantor Fitzgerald Securities, as administrative agent and collateral agent (the “Agent”) under the Loan Agreement, and the Lenders (as such terms are defined below) party hereto, which for the avoidance of doubt, constitute at least the Required Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).

SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT originally dated as of April 1, 2022, as amended and restated as of May 26, 2023, and as further amended and restated June 3, 2024 INTERCREDITOR AGREEMENT
Intercreditor Agreement • June 17th, 2024 • Vertex Energy Inc. • Petroleum refining • New York

This SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”), originally dated as of April 1, 2022, amended and restated as of May 26, 2023 and as further amended and restated as of June 3, 2024 by and among Cantor Fitzgerald Securities, as collateral agent (in such capacity, with its successors and assigns, the “Term Loan Agent”) for the Term Loan Secured Parties, Macquarie Energy North America Trading Inc., in its capacity as intermediator under the Intermediation Facility Documents (in such capacity, with its successor and assigns, the “Intermediation Facility Secured Party”), Vertex Refining Alabama LLC, a Delaware limited liability company (the “Company” or “Grantor”), and each of the other companies appearing on the signature pages hereto (collectively, the “Acknowledging Affiliates”).

OMNIBUS AMENDMENT AND WAIVER
Omnibus Amendment and Waiver • June 17th, 2024 • Vertex Energy Inc. • Petroleum refining

THIS OMNIBUS AMENDMENT AND WAIVER (this “Omnibus Amendment”), dated as of June 3, 2024, 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 the signature pages hereto other than Excluded Subsidiaries (collectively, the “Subsidiary Guarantors” and each, individually, a “Subsidiary Guarantor”; the Subsidiary Guarantors, together with 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 (as defined below) party hereto.

LIMITED CONSENT
Vertex Energy Inc. • June 17th, 2024 • Petroleum refining

THIS LIMITED CONSENT (this “Limited Consent”) is made as of June 11, 2024, by and among Vertex Refining Alabama LLC, a Delaware limited liability company (the “Company”) and Macquarie Energy North America Trading Inc. (“Macquarie”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Supply and Offtake Agreement (as defined below).

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