Vertex Energy Inc. 8-K


 


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;


 



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(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;



 



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		(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.


 



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		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).



 



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		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.


 



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(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.



 



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		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



 



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	 	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



 



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	 	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



 



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	 	CHAMBERS ENERGY CAPITAL IV, LP
	 	 	 	 
	 	By:	CEC Fund IV GP, LLC, its general partner
	 	 	 	 
	 	By:	 	/s/ Robert Hendricks
	 	 	Name:	Robert Hendricks
	 	 	Title:	Partner



 



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	 	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



 



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	 	AGENT:
	 	 
	 	CANTOR FITZGERALD SECURITIES, as Agent
	 	 	 	 
	 	By:	 	/s/ James Buccola
	 	 	Name:	James Buccola
	 	 	Title:	Head of Fixed Income




 



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