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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 23, 2024
VERTEX ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
001-11476 |
94-3439569 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
1331 Gemini Street
Suite 250
Houston, Texas |
77058 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (866) 660-8156
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 |
Common
Stock,
$0.001 Par Value Per Share |
VTNR |
The NASDAQ
Stock Market LLC
(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. |
On
May 23, 2024, Vertex Refining Alabama LLC (“Vertex Refining”), a wholly-owned subsidiary of Vertex Energy, Inc. (the
“Company”, “we” and “us”), Macquarie Energy North America Trading Inc. (“Macquarie”),
the Company and Vertex Renewables Alabama LLC, the Company’s wholly-owned subsidiary (“Vertex Renewables”),
entered into Amendment No. 5 to Supply and Offtake Agreement (“Amendment No. 5”).
Amendment
No. 5 amended that certain April 1, 2022 Supply and Offtake Agreement entered into between Vertex Refining and Macquarie (as amended
from time to time, the “Supply and Offtake Agreement”), to, among other things, confirm the terms of the guaranty
agreement discussed below in Item 1.02 and confirm existing security. The Company and Vertex Renewables were party to Amendment No. 5
solely for the purposes of confirming the terms thereof in connection with a guaranty in favor of Macquarie, whereby each of such parties
agreed to guaranty the obligations of Vertex Refining under the Supply and Offtake Agreement.
The
foregoing description of Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text
of Amendment No. 5, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into
this Item 1.01 by reference in its entirety.
Item
1.02 Termination of a Material Definitive Agreement.
On
May 23, 2024, Vertex Refining, Macquarie, the Company and Vertex Renewables, entered into a Termination
and Release Agreement (the “Termination and Release Agreement”).
Macquarie
and Vertex Renewables entered into a supply and offtake agreement dated May 26, 2023, as amended from time to time (the “Supply
and Offtake Agreement”) and certain other Transaction Documents (as defined in the Supply and Offtake Agreement).
The
Company and Macquarie entered into a guaranty agreement dated May 26, 2023 in favor of Macquarie (the “Parent Guaranty”)
and Vertex Refining and Macquarie entered into a guaranty agreement dated May 26, 2023 in favor of Macquarie (the “Vertex Refining
Guaranty” and together with the Parent Guaranty, the “Guaranties” and each a “Guaranty”),
in each case, with respect to the Company’s obligations under the Supply and Offtake Agreement.
Vertex
Renewables and Macquarie agreed to terminate the Supply and Offtake Agreement and all Transaction Documents (excluding the Guaranties)
with effect from (and including) May 24, 2024 but subject to and in accordance with the terms of the Termination and Release Agreement
(the “Renewables Early Termination”).
The
parties to the Termination and Release Agreement agreed that on May 24, 2024 (such date, the “Renewables Early Termination Date”):
| (A) | the
Supply and Offtake Agreement, and related agreements entered into therewith (the “Transaction
Documents”) entered into between the parties shall immediately be terminated
and cease to be in force and effect; |
| (B) | each
party will be irrevocably and unconditionally released and discharged from all its present
and future obligations, claims and liabilities (both actual and contingent (including, without limitation, guarantee obligations) and
whether as primary obligor or guarantor, as surety or in any other capacity whatsoever) under, pursuant to or in connection with the
Transaction Documents; and |
| (C) | any
power of attorney granted by any party to the other party
under, pursuant to or in connection with any of the Transaction Documents will be irrevocably and unconditionally cancelled, terminated
and revoked. |
No
material termination penalties were incurred by the Company, Vertex Refining, and Vertex Renewables in connection with the Termination
and Release Agreement.
The
foregoing description of the Termination and Release Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Termination and Release Agreement, which is filed as Exhibit 10.2 to this Current Report
on Form 8-K, and is incorporated into this Item 1.02 by reference in its entirety.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
|
| |
|
|
|
| 10.1* |
|
Amendment
No. 5 to Supply and Offtake Agreement dated and effective May 23, 2024, between Vertex Refining Alabama LLC, Vertex Energy, Inc.,
Vertex Renewables Alabama LLC and Macquarie Energy North America Trading Inc. |
| 10.2*+ |
|
Termination
and Release Agreement |
| 104 |
|
Inline
XBRL for the cover page of this Current Report on Form 8-K |
| |
+ |
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:
May 30, 2024 |
By: |
/s/
Chris Carlson |
| |
|
Chris
Carlson |
| |
|
Chief
Financial Officer |
VERTEX ENERGY, INC. 8-K
Exhibit 10.1
EXECUTION
VERSION
| (1) | MACQUARIE
ENERGY NORTH AMERICA TRADING INC. |
| (2) | VERTEX
REFINING ALABAMA LLC |
| (3) | Vertex
Renewables Alabama llc |
amendment
agreement No. 5
in
respect of a supply and offtake agreement dated april 1, 2022 and certain other transaction documents
CONTENTS
SECTION
| 1 |
interpretation |
1 |
| 2 |
amendment of the Transaction Documents |
2 |
| 3 |
confirmation of guaranty |
2 |
| 4 |
confirmation of EXISTING SECURITY |
2 |
| 5 |
Representations |
3 |
| 6 |
continuity and RATIFICATION |
3 |
| 7 |
MISCELLANEOUS |
3 |
| 8 |
Governing law and jurisdiction |
3 |
Schedule
| Schedule
1 |
5 |
| |
Amendment to Supply and Offtake Agreement |
5 |
CONTENTS PAGE 1
| THIS AGREEMENT (this “Agreement”)
is dated |
May 23,
2024 |
BETWEEN:
| (1) | MACQUARIE
ENERGY NORTH AMERICA TRADING INC., a Delaware corporation, located at 500 Dallas
Street, Suite 3300 Houston, Texas 77002 (“Macquarie”); |
| (2) | VERTEX
REFINING ALABAMA LLC, Delaware limited liability company, located at 1331 Gemini
Street, Suite 250, Houston, Texas, TX 77058-2764 United States (the “Company”); |
| (3) | VERTEX
ENERGY, INC., a Nevada corporation, located at 1331 Gemini Street, Suite 250, Houston,
Texas, TX 77058-2764 United States (the “Parent”); and |
| (4) | VERTEX
RENEWABLES ALABAMA LLC, Delaware limited liability company, located at 1331 Gemini
Street, Suite 250, Houston, Texas, TX 77058-2764 United States (“Vertex Renewables”); |
each
referred to individually as a “Party” and collectively as the “Parties”.
RECITALS
| (A) | WHEREAS,
Macquarie and the Company entered into a supply and offtake agreement dated April 1,
2022, as amended on May 26, 2023, September 1, 2023, December 8, 2023 and May 17, 2024
(as so amended, the “Supply and Offtake Agreement”) and certain other
Transaction Documents (as defined in the Supply and Offtake Agreement). |
| (B) | WHEREAS,
the Macquarie and Vertex Renewables entered into a supply and offtake agreement dated
May 26, 2023 (the “Vertex Renewables Supply and Offtake Agreement”).
The Parties have entered into a termination and release agreement dated May 23, 2024
pursuant to which the Vertex Renewables Supply and Offtake Agreement and certain other
“Transaction Documents” (as defined therein) will be terminated. In connection
with the termination of the Vertex Renewables Supply and Offtake Agreement, the Company
and Macquarie wish to make certain amendments to the terms of the Supply and Offtake
Agreement. |
| (C) | WHEREAS,
the Parent and Macquarie entered into a guaranty agreement dated April 1, 2022 in
favour of Macquarie (the “Parent Guaranty”) and Vertex Renewables
and Macquarie entered into a guaranty dated May 26, 2023 (the “Vertex Renewables
Guaranty” and together with the Parent Guaranty, the “Guaranties”
and each a “Guaranty”), in each case, with respect to the Company’s
obligations under the Supply and Offtake Agreement. |
| (D) | WHEREAS,
in connection with the amendments to be made to the Supply and Offtake Agreement
and certain other Transaction Documents, the Parent and Vertex Renewables are a party
to this Agreement solely for the purpose of confirming its obligations under the Guaranty
to which it is a party, which will remain in full force and effect notwithstanding the
amendments made to the Supply and Offtake Agreement and such other Transaction Documents. |
| (E) | NOW,
THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged and confirmed), the Parties hereto agree as follows. |
In
this Agreement:
“Amended
Supply and Offtake Agreement” means the Supply and Offtake Agreement as amended by this Agreement.
“Effective
Date” means the date of this Agreement.
“Guaranties”
and “Guaranty” has the meaning given to those terms in Recital (C).
“Supply
and Offtake Agreement” has the meaning given to that term in Recital (A).
| (a) | Unless
a contrary indication appears, terms defined in or construed for the purposes of the
Supply and Offtake Agreement have the same meanings when used in this Agreement. |
| (b) | The
principles of construction as set out in section 1.2 (Construction of Agreement)
of the Supply and Offtake Agreement shall have effect as though they were set out in
full in this Agreement but so that each reference in that section to “this Agreement”
shall be read as a reference to this Agreement. |
| (c) | In
this Agreement any reference to an Article, Section or Schedule is, unless the context
otherwise requires, a reference to an article, section or schedule of this Agreement. |
No
Person other than the Parties shall have any rights hereunder or be entitled to rely on this Agreement and all third-party beneficiary
rights are hereby expressly disclaimed.
Macquarie
and the Company agree that this Agreement shall be a Transaction Document for the purposes of the Supply and Offtake Agreement.
Each
of the Parent and Vertex Renewables is entering into this Agreement solely for the purposes set out in Section 3 (Confirmation
of Guaranty) and Section 5.1(c) (Representations).
| 2 | amendment
of the Transaction Documents |
| 2.1 | Macquarie
and the Company agree that, on and from the Effective Date, the Supply and Offtake Agreement
shall be amended on the terms set out in Schedule 1 to this Agreement. |
| 2.2 | On
and from the Effective Date the rights and obligations of the parties to the Supply and
Offtake Agreement shall be governed by and construed in accordance with the provisions
of the Supply and Offtake Agreement as amended by this Agreement, and all references
in any of the Transaction Documents to the Supply and Offtake Agreement (howsoever described)
shall mean the Supply and Offtake Agreement as amended hereby. |
| 3 | confirmation
of guaranty |
| 3.1 | By
executing this Agreement, the Parent and Vertex Renewables: |
| (a) | consents
to the Company entering into this Agreement; and |
| (b) | confirms
and restates that its obligations under the Guaranty to which it is a party shall continue
in full force and effect as a continuing security for the payment and discharge of the
Guaranteed Obligations (as defined in the Guaranty to which it is a party), including
without limitation, all amounts owing by the Company to Macquarie in relation to the
Transaction Documents and the Transaction Obligations. |
| 4 | confirmation
of EXISTING SECURITY |
| (a) | The
Company confirms that each of the existing Lien Documents that it has executed in favour
of Macquarie shall continue in full force and effect as a continuing security for the
obligations of the Company pursuant to the Amended Supply and Offtake Agreement and the
other Transaction Documents. |
| (b) | Each
of Macquarie and the Company acknowledge and agree that the Liens granted in favour of
Macquarie pursuant to the Pledge and Security Agreement are not intended to (and do not)
secure the obligations owed by the Company to Macquarie pursuant to the guaranty dated
as of May 26, 2023 from the Company and provided to Macquarie in connection with the
Vertex Renewables Transaction Documents (as defined in the Vertex Renewables SOA). |
| 5.1 | Without
prejudice to the rights of Macquarie which have arisen on or before the Effective Date: |
| (a) | the
Company and Macquarie each repeat the representations and warranties set out in section
19.1 (Mutual Representations) of the Amended Supply and Offtake Agreement; |
| (b) | the
Company repeats the representations and warranties set out in section 19.2 (Company’s
Representations) of the Amended Supply and Offtake Agreement; and |
| (c) | each
of the Parent and Vertex Renewables repeats the representations and warranties set out
in section 5.1 (Representations and Warranties) of the Guaranty to which it is
a party, |
in
each case on the date of this Agreement and by reference to the facts and circumstances then existing.
| 6 | continuity
and RATIFICATION |
| 6.1 | The
provisions of the Transaction Documents shall, save as amended by this Agreement, continue
in full force and effect. |
| 6.2 | The
execution, delivery and effectiveness of this Agreement shall not operate as a waiver
of any right, power or remedy of Macquarie or any of its assignees under the Amended
Supply and Offtake Agreement or any other Transaction Document, instrument, or agreement
executed in connection therewith, nor constitute a waiver of any provision contained
therein. |
The
Company agrees to take all further actions and execute all further documents (and to procure the doing of all acts and things
and the execution of all documents) as Macquarie may from time to time reasonably request to carry out the transactions contemplated
by this Agreement and all other agreements executed and delivered in connection herewith.
| 7.2 | Incorporation
of Terms |
The
provisions of section 22.5 (Indemnification; Expenses), section 25 (Confidentiality) and sections 27 (Assignment)
to 32 (Miscellaneous) (inclusive) of the Amended Supply and Offtake Agreement shall apply to this Agreement as if set out
in full in this Agreement and as if references in those sections to “this Agreement”, “either Party” and
“neither Party” are references to this Agreement, “each Party” and “no Party”, respectively.
| 8 | Governing
law and jurisdiction |
| 8.1 | THIS
AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF ANOTHER STATE. |
| 8.2 | EACH
OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL
OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE
TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED
MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN ARTICLE 28 OF THE SUPPLY AND
OFFTAKE AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE |
| | FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE,
RESIDENCE OR DOMICILE. |
| 8.3 | EACH
PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT. |
[Remainder
of page intentionally left blank.]
Schedule
1
Amendment
to Supply and Offtake Agreement
The
Supply and Offtake Agreement shall be amended as follows:
| 1 | The
definition of “Base Agreements” in Clause 1.1 (Definitions)
shall be deleted in its entirety and replaced with the following: |
““Base
Agreements” means (a) the BWC Agreements (but only from (and including) the BWC Inclusion Date); (b) the Center Point
Agreements (but only from (and including) the Center Point Inclusion Date); (c) the Plains Agreements; (d) any agreements hereafter
entered into between the Company and any third party pursuant to which the Company acquires any rights to use storage tanks or
pipelines that the Company elects to be treated as, or that are, Crude Storage Tanks, Included Crude Pipelines, Included Product
Pipelines, the Included Product Tanks or Company Storage Locations, and (e) any agreement entered into by Company with Parent
or any of Parent’s Subsidiaries, relating to the Refinery and/or the operation or maintenance of the Refinery, including
any related agreements related to Crude Oil and Products in connection with the Refinery, provided, however, that the Vertex
Renewables SOA and the Vertex Renewables Transaction Documents entered into in connection therewith shall not constitute “Base
Agreements” for the purposes of this Agreement.”.
| 2. | The
following new definitions are inserted in Clause 1.1 (Definitions) in alphabetical
order as follows: |
“Vertex
Renewables Guarantor” means:
| (a) | in
respect of the Vertex Refining Guaranty, the Company; and |
| (b) | in
respect of the Parent Renewables Guaranty, the Parent, |
(collectively,
the “Vertex Renewables Guarantors”).”.
“Vertex
Renewables SOA Guaranties” means (a) the Vertex Refining Guaranty; and (b) the guaranty entered into between Macquarie
and the Company on or around the “Effective Date” (as defined in the Vertex Renewables SOA) and pursuant to which
the Parent guarantees the obligations of Vertex Renewables under the Vertex Renewables Transaction Documents (the “Parent
Renewables Guaranty”) (each, a “Vertex Renewables SOA Guaranty”“.
| 3. | Section
3.2(a) (Early Termination Rights) shall be deleted in its entirety and replaced
with the following: |
| “(a) | Either
Party may elect to terminate this Agreement by providing the other Party notice of any
such election pursuant to Article 28; provided that no such election shall be
effective until the day falling 180 calendar days following the date on which such notice
is delivered (the “Optional Early Termination Date”). For the avoidance
of doubt, the Termination Amount for any early termination pursuant to this paragraph
shall be calculated in accordance with Section 21.2.”. |
| 4. | Section
20.1(o) (Guarantor) is deleted in its entirety and replaced with the following: |
| “(o) | Guarantor.
Any of the following: (i) a Guarantor or a Vertex Renewables Guarantor fails to perform
or otherwise defaults in any payment obligation under the Guaranty or Vertex Renewables
SOA Guaranty to which it is a party, (ii) a Guarantor or a Vertex Renewables Guarantor
becomes Bankrupt, (iii) any Guaranty or any Vertex Renewables SOA Guaranty expires (other
than in accordance with its terms or pursuant to any mutually agreed termination arrangement)
or terminates or ceases to be in full force and effect prior to (x) in the case of the
Guaranties, the satisfaction of all obligations of the Company to Macquarie under this
Agreement and the other Transaction Documents; or (y) in the case of the Vertex Renewables
Guaranties, Macquarie determining that are no further actual or potential liabilities
of Vertex Renewables to Macquarie that could arise after the termination of the Vertex
Renewables SOA, or (iv) a Guarantor or a Vertex Renewables Guarantor disaffirms, disclaims,
repudiates or rejects, in whole or in part, or challenges the validity of |
| | the
Guaranty or Vertex Renewables SOA Guaranty to which it is a party or any of the Intercreditor Provisions (as defined below); or”. |
| 5. | Section
20.1(t) (Intercreditor Provisions) is amended by deleting the words “; or”
immediately at the end of sub-paragraph (ii) thereof and replacing them with a full stop. |
| 6. | Section
20.1(u) (Vertex Renewables SOA) and Section 20.3(iv) (Vertex Renewables SOA)
are deleted in their entirety. |
| 7. | Sub-section
(5) of Schedule O (Form of Included Storage Locations) is amended by deleting
the word “Terminalling” at the beginning thereof; and replacing them with
the words “From and after the BWC Inclusion Date, the terminalling”. |
| |
EXECUTION
PAGES
Executed
by MACQUARIE ENERGY NORTH AMERICA TRADING INC. acting by:
|
| /s/
Brian Houstoun |
and |
/s/
Travis McCullough |
| Name:
Brian Houstoun |
|
Name:
Travis McCullough |
| Title:
Senior Managing Director |
|
Title:
Division Director |
| Executed
by VERTEX REFINING ALABAMA LLC acting by: |
| |
| /s/
Benjamin P. Cowart |
|
|
Name:
Benjamin P. Cowart
Title:
President and CEO |
|
|
| Executed
by VERTEX ENERGY, INC. acting by: |
| |
| /s/
Benjamin P. Cowart |
|
|
Name:
Benjamin P. Cowart
Title:
President and CEO |
|
|
| |
|
|
| Executed
by VERTEX RENEWABLES ALABAMA LLC acting by: |
| |
| /s/
Benjamin P. Cowart |
|
|
Name:
Benjamin P. Cowart
Title:
President and CEO |
|
|
[Signature
Page to Amendment Agreement No. 5]
VERTEX ENERGY, INC. 8-K
Exhibit
10.2
EXECUTION VERSION
| (1) | MACQUARIE
ENERGY NORTH AMERICA TRADING INC. |
| (2) | Vertex
Renewables Alabama llc |
| (3) | VERTEX
REFINING ALABAMA LLC |
tERMINATION
AND Release agreement
in
respect of a supply and offtake agreement dated mAY 26, 2023 and certain other transaction documents
CONTENTS
SECTION
| 1 |
interpretation |
1 |
| 2 |
RENEWABLES EARLY TERMINATION |
2 |
| 3 |
Termination of certain contractual arrangements |
4 |
| 4 |
confirmation of guaranty |
5 |
| 5 |
Representations |
5 |
| 6 |
MISCELLANEOUS |
5 |
| 7 |
Governing law and jurisdiction |
6 |
| THIS AGREEMENT
(this “Agreement”) is dated | |
May 23, 2024 |
BETWEEN:
| (1) | MACQUARIE
ENERGY NORTH AMERICA TRADING INC., a Delaware corporation, located at 500 Dallas
Street, Suite 3300 Houston, Texas 77002 (“Macquarie”); |
| (2) | VERTEX
RENEWABLES ALABAMA LLC, a Delaware limited liability company, located at 1331 Gemini
Street, Suite 250, Houston, Texas, TX 77058-2764 United States (the “Company”); |
| (3) | VERTEX
REFINING ALABAMA LLC, a Delaware limited liability company, located at 1331 Gemini
Street, Suite 250, Houston, Texas, TX 77058-2764 United States (“Vertex Refining”); |
| (4) | VERTEX
ENERGY, INC., a Nevada corporation, located at 1331 Gemini Street, Suite 250, Houston,
Texas, TX 77058-2764 United States (the “Parent”); and |
each
referred to individually as a “Party” and collectively as the “Parties”.
RECITALS
| (A) | WHEREAS,
Macquarie and the Company entered into a supply and offtake agreement dated May 26, 2023,
as amended from time to time (the “Supply and Offtake Agreement”) and
certain other Transaction Documents (as defined in the Supply and Offtake Agreement). |
| (B) | WHEREAS,
the Parent and Macquarie entered into a guaranty agreement dated May 26, 2023 in
favour of Macquarie (the “Parent Guaranty”) and Vertex Refining and
Macquarie entered into a guaranty agreement dated May 26, 2023 in favour of Macquarie
(the “Vertex Refining Guaranty” and together with the Parent Guaranty,
the “Guaranties” and each a “Guaranty”), in each case,
with respect to the Company’s obligations under the Supply and Offtake Agreement. |
| (C) | WHEREAS,
the Company and Macquarie have agreed to terminate the Supply and Offtake Agreement and
all Transaction Documents with effect from (and including) May 24, 2024 but subject to
and in accordance with the terms of this Agreement (the “Renewables Early Termination”). |
| (D) | NOW,
THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged and confirmed), the Parties hereto agree as follows. |
In
this Agreement:
“C.T.”
means the prevailing time in the Central time zone of the United States of America.
“Effective
Date” means the date of this Agreement.
“Guaranties”
and “Guaranty” has the meaning given to those terms in Recital (B).
“Renewables
Early Termination Pricing Date” means May 23, 2024.
“Storage
Rights Agreement” means, collectively, the BWC Storage Rights Agreement and the
Center Point Storage Rights Agreement.
“Supply
and Offtake Agreement” has the meaning given to that term in Recital (A).
| (a) | Unless
a contrary indication appears, terms defined in or construed for the purposes of the
Supply and Offtake Agreement have the same meanings when used in this Agreement. |
| (b) | The
principles of construction as set out in section 1.3 (Construction of Agreement)
of the Supply and Offtake Agreement shall have effect as though they were set out in
full in this Agreement but so that each reference in that section to “this Agreement”
shall be read as a reference to this Agreement. |
| (c) | In
this Agreement any reference to an Article, Section, paragraph, sub-paragraph, Recital
or Schedule is, unless the context otherwise requires, a reference to an article, section,
paragraph, sub-paragraph, recital or schedule of this Agreement. |
No
Person other than the Parties shall have any rights hereunder or be entitled to rely on this Agreement and all third-party beneficiary
rights are hereby expressly disclaimed.
Macquarie
and the Company agree that this Agreement shall be a Transaction Document for the purposes of the Supply and Offtake Agreement.
Each
of the Parent and Vertex Renewables is entering into this Agreement solely for the purposes set out in Section 4 (Confirmation
of Guaranty) and Section 5.1(c) (Representations).
| 2 | RENEWABLES
EARLY TERMINATION |
| 2.1 | Subject
to Section 2.3 and Section 3.6 below and notwithstanding anything to the contrary in
Transaction Documents, the Parties hereby irrevocably and unconditionally (without representation,
warranty or recourse, whether express or implied) agree that, with effect from (and including)
May 24, 2024 or, if later, the date on which all amounts payable in connection with the
Renewables Early Termination have been paid in full (such date, the “Renewables
Early Termination Date”): |
| (a) | the
Supply and Offtake Agreement, the Storage and Services Agreement, the Fee Letter, the
Independent Amount Letter, the Lien Documents, the Master Agreement, the BWC Storage
Rights Agreement and the Center Point Storage Rights Agreement shall immediately be terminated
and cease to be in force and effect; |
| (b) | each
Party will be irrevocably and unconditionally released and discharged from all its present
and future obligations, claims and liabilities (both actual and contingent (including,
without limitation, guarantee obligations) and whether as primary obligor or guarantor,
as surety or in any other capacity whatsoever) under, pursuant to or in connection with
the Transaction Documents; and |
| (c) | any
power of attorney granted by any Party to the other Party under, pursuant to or in connection
with any of the Transaction Documents will be irrevocably and unconditionally cancelled,
terminated and revoked. |
| 2.2 | In
order to give effect to the Renewables Early Termination: |
| (a) | solely
for the purposes of determining the Daily Permitted Feedstock Sales and the Daily Permitted
Renewable Product Sales on the Renewables Early Termination Pricing Date (and all amounts
payable in connection therewith) and without double-counting: |
| (i) | Daily
Permitted Feedstock Sales will be deemed to occur on the Renewables Early Termination
Pricing Date in respect of all Macquarie Permitted Feedstock Inventory in situ
at each applicable Included Permitted Feedstock Location; and |
| (ii) | Daily
Renewable Product Sales will be deemed to occur on the Renewables Early Termination Pricing
Date in respect of all Macquarie Renewable Product Inventory in situ at each Included
Renewable Product Location, |
in
each case, using, for these purposes, the Best Available Inventory Data as of the Renewables Early Termination Pricing Date and
accordingly, the Measured Permitted Feedstock Quantity for each Included Permitted Feedstock Location and the Measured Renewable
Product Quantity in each Included Renewable Product Tank shall be deemed to be zero on each day from (and including) the Renewables
Early Termination Pricing Date to (and including) the Renewables Early Termination Date;
| (b) | notwithstanding
anything to the contrary in the Supply and Offtake Agreement: |
| (i) | the
price used to determine the amount payable in connection with each Daily Permitted Feedstock
Sale and each Daily Renewable Product Sale shall be the Current Month Pricing Benchmark
for the applicable Pricing Group as of the Renewables Early Termination Pricing Date; |
| (ii) | no
Permitted Feedstock Monthly Handling Fee will be owed in respect of the sales contemplated
by Section 2.2(a) above and this Section 2.2(b); |
| (iii) | the
date that would (but for this sub-paragraph (iii)) have been the Monthly Determination
Date immediately following the Renewables Early Termination Pricing Date shall be accelerated
to the Renewables Early Termination Pricing Date and for the purposes of performing all
calculations required to be performed as of that deemed Monthly Determination Date (including,
without limitation, the Monthly True-Up Amount), the Delivery Month shall be deemed to
end on (and include) the Renewables Early Termination Pricing Date and for purposes of
such calculations, any fee, cost or expense ordinarily calculated on a monthly basis
without regard to days elapsed will be pro-rated to reflect the number of days in such
deemed Delivery Month, calculated on the basis of a 30-day month; and |
| (iv) | Macquarie
shall use commercially reasonable efforts to (x) notify the Company by e-mail of all
amounts payable in connection with the Daily Permitted Feedstock Sales, the Daily Renewable
Product Sales, the Monthly True-Up Amount and all other amounts payable in connection
with the Renewables Early Termination (the net amount being, the “Renewables
Early Termination Amount”) by no later than the end of the Renewables Early
Termination Pricing Date; and (y) deliver an invoice to the Company in respect of the
Renewables Early Termination Amount (or, to the extent that the Renewables Early Termination
Amount is payable by Macquarie, self invoice) by no later than 10 a.m. (CT) on the date
falling one (1) Business Day after the Renewables Early Termination Pricing Date, and,
in each case, Macquarie shall include a breakdown of the relevant calculation(s) by Pricing
Group; and |
| (v) | the
Renewables Early Termination Amount shall become due and payable on the later of (x)
the date falling one (1) Business Day after the Renewables Early Termination Pricing
Date; and (y) the date on which Macquarie has delivered an invoice to the Company (or,
if the Renewables Early Termination Amount is payable by Macquarie, submitted a self-invoice)
in respect of the Renewables Early Termination Amount (such date being, the “Renewables
Early Termination Payment Date”) and the provisions of Section 12.5 (Payment
Netting) of the Supply and Offtake Agreement shall apply; and |
| (c) | on
the Renewables Early Termination Payment Date, Macquarie shall either pay to the Company,
or apply towards satisfaction of all amounts due and payable by the Company on such date,
an amount equal to the balance of the Independent Amount held by Macquarie as of the
Renewables Early Termination Payment Date. |
| 2.3 | Notwithstanding
anything to the contrary in the contrary in this Agreement or the Transaction Documents,
Macquarie shall retain title to any Permitted Feedstock or Renewable Product held in
an Included Storage Location on and after the Renewables Early Termination Pricing Date
until the Renewables Early Termination Date has occurred. Macquarie shall be deemed to
certify, for the |
| | purposes of the Storage and Services Agreement and the Storage Rights
Agreement, either (x) if the Renewables Early Termination Amount is payable by Macquarie,
on the Renewables Early Termination Payment Date; or (y) if the Renewables Early Termination
Amount is payable by the Company, upon receipt by Macquarie of such Renewables Early
Termination Amount, that there is no Permitted Feedstock or Renewable Product to which
Macquarie has title within the Facilities (as defined in the Storage and Services Agreement)
or the Storage Facilities (as defined in the Storage Rights Agreement). |
| 3 | Termination
of certain contractual arrangements |
| 3.1 | As
soon as reasonably practicable following the entry into of this Agreement, Macquarie
and the Company shall deliver a notice to Idemitsu in writing (in substantially the form
appended to this Agreement as Schedule 1 (Form of Notice to Idemitsu)) and in
accordance with the terms of the Idemtisu Tripartite Agreement, notifying Idemitsu that
Macquarie and the Company (a) have agreed to terminate the Supply and Offtake Agreement
with effect from (and including) the Renewables Early Termination Date; and (b) are exercising
their right pursuant to section 6.1(c) of the Idemitsu Tripartite Agreement to terminate
the Idemitsu Tripartite Agreement with effect from (and including) the Renewables Early
Termination Date. |
| 3.2 | On
or promptly following (and, in any event, within five (5) Business Days of) the earlier
of (i) the Renewables Early Termination Date; and (ii) the date on which Macquarie determines,
acting in good faith and in a commercially reasonable manner, that it no longer has title
to any Permitted Feedstock or Renewable Product stored: |
| (a) | at
the Center Point Storage Facilities and/or the BWC Storage Facilities, Macquarie shall
deliver a notice to the Center Point Operator or the BWC Operator, as applicable, in
substantially the form appended hereto as Schedule 2 (Form of Notice to Third Party
Storage Provider) notifying them that the Contractual Arrangements (as defined in
the BWC Consent Letter or the Center Point Consent Letter, as applicable) have been terminated;
or |
| (b) | on
an Included Permitted Feedstock Barge, the Company shall, promptly following a request
by Macquarie, deliver a notice in writing to the relevant Barge Operator and the relevant
Barge Owner, in substantially the form appended hereto as Schedule 3 (Form of Notice
to each Barge Owner or Barge Operator) notifying them that such Barge Operator or
Barge Owner, as applicable, shall be released from their obligation to comply with the
terms of the irrevocable notices delivered to them by the Company. |
| 3.3 | Macquarie
agrees and acknowledges that all Liens granted to or held by Macquarie as security for
the Obligations (as defined in the Pledge and Security Agreement) under and in accordance
with the terms of the Pledge and Security Agreement shall be forever and irrevocably
satisfied, released and discharged on (x) if the Renewables Early Termination Amount
is payable by Macquarie, the Renewables Early Termination Payment Date; or (y) if the
Renewables Early Termination Amount is payable by the Company, the Renewables Early Termination
Date. Accordingly, on or promptly following the Renewables Early Termination Date and,
in any event, within one (1) Business Day following the Renewables Early Termination
Date: |
| (a) | Macquarie
shall deliver such documents and agreements as the Company (or its designee) may reasonably
request to evidence release of Macquarie’s Liens under the Pledge and Security Agreement
on either (x) the Renewables Early Termination Payment Date (if the Renewables Early
Termination Amount is payable by Macquarie; or (y) the Renewables Early Termination Date
(if the Renewables Early Termination Amount is payable by the Company), including, but
not limited to, in each case, any terminations and releases as may be reasonably requested
by the Company; |
| (b) | pursuant
to and in accordance with the terms of the Intercreditor Agreement, Macquarie shall agree
and acknowledge that the Discharge of Renewables Intermediation Facility Obligations
(as defined in the Intercreditor Agreement) has occurred, and therefore Macquarie (in
its capacity as Renewables Intermediation Facility Representative) shall notify the other
Representatives (as defined in the Intercreditor Agreement) that the Renewables Early
Termination Date has occurred; and |
| (c) | the
Company hereby authorizes Macquarie (or its designee) to file the UCC-3 termination statement(s)
with respect to the UCC-1 financing statement(s) filed in favor of Macquarie evidencing
such Liens, provided that the Company and its advisors shall have a reasonable
opportunity to review such UCC-3 termination statement(s) prior to filing. |
| 3.4 | By
no later than the date falling two (2) Business Days after the Renewables Early Termination
Date, Macquarie shall deliver a notice in writing to the Deposit Account Bank (in substantially
the form appended hereto as Schedule 4 (Form of Notice to the Deposit Account Bank))
notifying it that the Liens granted in favor of Macquarie pursuant to the Pledge and
Security Agreement have been released and accordingly, that the Deposit Account Control
Agreement shall be terminated with effect from the date of the notice; |
| 3.5 | Each
Party agrees to take all further actions and execute all further documents (and to procure
the doing of all acts and things and the execution of all documents) as any other Party
may from time to time reasonably request to carry out the transactions contemplated by
this Agreement and all other agreements executed and delivered in connection herewith
(including the provision of a pay-off letter to the extent required by any lender under
the Existing Financing Agreements or any other lender of any Vertex Party). |
| 3.6 | Neither
Section 2.1 above nor any other provision of this Agreement shall affect any rights,
remedies, obligations or liabilities of the Parties under the Transaction Documents that
have accrued prior to the date of this Agreement or which are expressed to survive termination
of any of the Transaction Documents. |
| 4 | confirmation
of guaranty |
| 4.1 | By
executing this Agreement, each of the Parent and Vertex Refining: |
| (a) | consents
to the Company entering into this Agreement; and |
| (b) | confirms
and restates that its obligations under the Guaranty to which it is a party shall, notwithstanding
the termination of each other Transaction Document, continue in full force and effect
as a continuing security for the payment and discharge of any actual or contingent Guaranteed
Obligations (as defined in the Guaranty to which it is a party and including, without
limitation, all amounts owing by the Company to Macquarie in relation to the Transaction
Obligations) to the extent that such Guaranteed Obligations relate to rights, remedies,
obligations or liabilities that have accrued prior to the date of this Agreement or which
are expressed to survive termination of any of the Transaction Documents. |
| 5.1 | Without
prejudice to the rights of Macquarie which have arisen on or before the Effective Date: |
| (a) | the
Company and Macquarie each repeat the representations and warranties set out in section
20.1 (Mutual Representations) of the Supply and Offtake Agreement; |
| (b) | the
Company repeats the representations and warranties set out in section 20.2 (Company’s
Representations) of the Supply and Offtake Agreement; and |
| (c) | each
of the Parent and Vertex Renewables repeats the representations and warranties set out
in section 5.1 (Representations and Warranties) of the Guaranty to which it is
a party, |
in
each case on the date of this Agreement and by reference to the facts and circumstances then existing.
| 6.1 | Incorporation
of Terms |
The
provisions of section 24 (Indemnification; Expenses), section 25 (Confidentiality) and sections 29 (Assignment)
to 34 (Miscellaneous) (inclusive) of the Supply and Offtake Agreement shall apply
to this Agreement as if set out in full
in this Agreement and as if references in those sections to “this Agreement”, “either Party” and “neither
Party” are references to this Agreement, “each Party” and “no Party”, respectively.
In
the event of any inconsistency between the terms of this Agreement and the Fee Letter or Independent Amount Letter, this Agreement
shall prevail but only to the extent of such inconsistency.
| 7 | Governing
law and jurisdiction |
| 7.1 | THIS
AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF ANOTHER STATE. |
| 7.2 | EACH
OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL
OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE
TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED
MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN ARTICLE 30 OF THE SUPPLY AND
OFFTAKE AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE,
RESIDENCE OR DOMICILE. |
| 7.3 | EACH
PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT. |
[Remainder
of page intentionally left blank.]
EXECUTION PAGES
Executed by MACQUARIE ENERGY
NORTH AMERICA TRADING INC. acting by:
| /s/ Brian Houstoun |
and |
/s/ Travis McCullough |
| Name: Brian Houstoun |
|
Name: Travis McCullough |
| Title: Senior Managing Director |
|
Title: Division Director |
| Executed by VERTEX REFINING ALABAMA LLC acting by: |
| |
| /s/ Benjamin P. Cowart |
|
|
|
Name: Benjamin P. Cowart
Title: CEO and President |
|
|
| Executed
by VERTEX ENERGY, INC. acting by: |
| |
| /s/
Benjamin P. Cowart |
|
|
Name:
Benjamin P. Cowart
Title:
CEO and President |
|
|
| Executed
by VERTEX RENEWABLES ALABAMA LLC acting by: |
| |
| /s/
Benjamin P. Cowart |
|
|
Name:
Benjamin P. Cowart
Title:
CEO and President |
|
|
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