VERTEX ENERGY, INC. 8-K 

Exhibit 10.2

EXECUTION VERSION

a S S U R A N C E  A N D  A m e n d m e n t  a n d  r e s t a t e m e n t  a g r e e m e n t

i n  r e s p e c t  o f  a  s u p p l y  a n d  o f f t a k e  a g r e e m e n t  d a t e d  a p r i l  1 ,  2 0 2 2  a n d  c e r t a i n  o t h e r  t r a n s a c t i o n  d o c u m e n t s

Reed Smith llp 1 Blossom Yard London, E1 6RS Phone: +44 (0) 20 3116 3000 Fax: +44 (0) 20 3116 3999 DX1066 City / DX18 London   r e e d s m i t h . c o m

CONTENTS

SECTION

Schedule

CONTENTS PAGE 1

THIS ASSURANCE AND AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is dated September 25, 2024

BETWEEN:

each referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

In this Agreement:

“Bankruptcy Court” has the meaning given to that term in Recital (B).

“Chapter 11 Cases” has the meaning given to that term in Recital (B).

“Delayed Remedies” has the meaning given to those terms in Section 5.1.

“Documents” and “Document” have the meaning given to those terms in Section 3.1.

“Effective Date” means the date on which the Effective Time occurs.

“Effective Time” means the time at which Macquarie confirms satisfaction with and/or waiver of all the conditions precedent set out in Section 2 (Conditions Precedent).

“Existing Supply and Offtake Agreement” has the meaning given to that term in Recital (A).

“Existing Transaction Documents” has the meaning given to that term in Recital (A).

“Guaranties” and “Guaranty” have the meaning given to those terms in Recital (E).

“Interim DIP Order” has the meaning given to that term in the Supply and Offtake Agreement.

“Interim Intermediation Order” means an interim intermediation order substantially in the form annexed hereto as Schedule 6.

“Parent Guaranty” has the meaning given to that term in Recital (E).

“Supply and Offtake Agreement” has the meaning given to that term in Recital (C).

“Transaction Documents” has the meaning given to that term in Recital (C).

“Vertex Renewables Guaranty” has the meaning given to that term in Recital (E).

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 6 (Confirmation of Guaranty) and Section 8.1(c) (Representations).

(together, the “Documents” and each a “Document”) (other than the signature pages and, where omitted, Exhibits and Schedules thereto) are hereby amended and restated (i) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (ii) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked copy of each Document attached as a Schedule hereto. The Parties hereto acknowledge and agree that each amendment to the Documents reflected in the applicable Schedule hereto is and shall be effective as if individually specified in this Agreement (the Parties further acknowledging that amending and restating the Documents by reference to the applicable Schedule provides a convenience to the Parties to permit the amended and restated terms to be read in the context of each full Document).

Within thirty (30) days following the entry of:

Notwithstanding anything to the contrary in the Supply and Offtake Agreement, any payments due from one Party to another Party (i) in respect of which an invoice was issued prior to the Petition Date but which is not yet paid or due and payable as of the Petition Date; or (ii) become due and payable during the period from (and including) the Petition Date to (and including) the date on which the Interim Intermediation Order is granted in accordance with the terms of the Supply and Offtake Agreement (including, without limitation, any such payments arising in connection with (a) a sale of Crude Oil by Macquarie to the Company pursuant to section 5.4 of the Supply and Offtake Agreement; (b) a purchase of Product by Macquarie from the Company pursuant to section 8.1(a) of the Supply and Offtake Agreement; or (c) a sale of Product by Macquarie to the Company pursuant to section 8.2(b) of the Supply and Offtake Agreement) shall be subject to payment netting in accordance with section 11.5 of the Supply and Offtake Agreement with the resulting net payment obligation being deferred until the date falling one (1) Business Day after the Effective Date. If the Interim Intermediation Order is not entered within three (3) days of the Petition Date (or such other time period as may be agreed by Macquarie, in its sole discretion), then any such deferred payments shall form part of the Termination Amount or Settlement Amount calculated in accordance with the Supply and Offtake Agreement.

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 Supply and Offtake Agreement and the other Transaction Documents.

in each case on the date of this Agreement and the Effective Date and by reference to the facts and circumstances then existing.

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.

The provisions of section 22.5 (Indemnification; Expenses), section 25 (Confidentiality) and sections 27 (Assignment) to 32 (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.

[Remainder of page intentionally left blank.]

Schedule 1 

conditions precedent

Schedule 2 

Amended and restated SUPPLY AND OFFTAKE AGREEMENT

EXECUTION VERSION

O R I G I N A L L Y  d a T E D  a p r i l  1 ,  2 0 2 2  a s  M O S T  R E C E N T L Y  a m e n d e d  o n  M a y  2 6 ,  2 0 2 3 a n d  r e s t a t e d  w i t h  e f f e c t  f r o m  ( a n d  i n c l u d i n g )  t h e  R e s t r u c t u r i n g  E f f e c t i v e  D a t e 

A M E N D E D  A N D  R E S T A T E D  S U P P L Y  A N D  O F F T A K E  A G R E E M E N T

Reed Smith llp 1 Blossom Yard  London, E1 6RS Phone: +44 (0) 20 3116 3000 Fax: +44 (0) 20 3116 3999 DX1066 City / DX18 London   r e e d s m i t h . c o m

CONTENTS

clause

CONTENTS PAGE 1

SCHEDULES

CONTENTS PAGE 2

THIS AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Agreement”) is dated April 1, 2022 (the “Effective Date”) and is amended and restated with effect from (and including) the Restructuring Effective Date (as defined below),

BETWEEN:

each referred to individually as a “Party” or collectively as the “Parties”.

recitals

(A)            WHEREAS, the Company owns and operates a crude oil refinery located in Mobile, Alabama (the “Refinery”) for the processing and refining of Crude Oil (as defined below) and other feedstocks and the recovery therefrom of refined products;

(B)             WHEREAS, the Company desires Macquarie to sell Crude Oil to the Company for use at the Refinery and for Macquarie to purchase all Products (as defined below) upon and subject to the terms and conditions set forth below;

(C)             WHEREAS, it is contemplated that, Macquarie shall (a) on the Commencement Date (as defined below), purchase from the Company all Crude Oil and Products then being stored at the Included Storage Locations (as defined below); (b) purchase from the Company certain Products produced by the Refinery during the term of this Agreement; (c) sell and deliver Crude Oil and Products to the Company and certain Customers of the Company pursuant to the terms of this Agreement; (d) provide certain other financial accommodations to the Company based on Crude Oil and Products being stored at Company Storage Locations (as defined below) from time to time and otherwise being purchased and sold pursuant to the terms of this Agreement.

(D)             WHEREAS, it is contemplated that during the Term of this Agreement, that (i) Macquarie will have title and risk of loss of Crude Oil and Products while they are located in Crude Storage Tanks and Included Storage Locations, respectively, and (ii) Company will have title and risk of loss of Crude Oil and Products while they are not in Crude Storage Tanks or Included Storage Locations;

(E)              WHEREAS, it is contemplated that upon the termination of this Agreement, Macquarie shall transfer to the Company, through novations or reassignments, various contractual rights pursuant to the termination provisions provided herein, and is expected (but is not required) to sell to the Company all of Macquarie’s Crude Oil and Products inventory held in Included Storage Locations, in accordance with the Step Out Inventory Sales Agreement (as defined below); and

(F)              WHEREAS, each of Vertex Renewables and the Parent (each, as defined below) shall derive substantial benefit from the transactions contemplated hereby and by the other Transaction Documents, and have each agreed to severally guarantee all obligations of the Company hereunder and under the other Transaction Documents pursuant to the Guaranty to which it is a party.;

(G)              WHEREAS, on or around September 24, 2024, each of the Vertex Parties filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) with the United States Bankruptcy Court for the Southern District of Texas, Houston division (such court, or another federal court exercising jurisdiction over the Chapter 11 Cases, the “Bankruptcy Court”). The Vertex Parties are continuing in the possession of their assets and continuing to operate their respective businesses and manage their respective properties as debtors and debtors in possession under Section 1107(a) and 1108 of the Bankruptcy Code;

(H)             WHEREAS, on the Petition Date, the Vertex Parties filed a Disclosure Statement (as defined below) and an Acceptable Plan of Reorganization (as defined below) with the Bankruptcy Court;

(I)               WHEREAS, in connection with the Chapter 11 Cases, Macquarie and the Company wish to amend and restate this Agreement, in its entirety, upon the terms and conditions set forth in this Agreement, which amendment and restatement shall become effective as of the Restructuring Effective Date;

(J)              WHEREAS, it is the intention of the Company to confirm that all Transaction Obligations of the Company to Macquarie under the Transaction Documents, as amended, amended and restated, supplemented, refinance or otherwise modified hereby on or as of the date hereof shall continue in effect from and after the Restructuring Effective Date; and

(K)             (G) NOW, THEREFORE, in consideration of the premises and respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do agree as follows:

For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:

“Acceptable Plan or Sale” means a plan of reorganization or sale under Section 363 of the Bankruptcy Code reasonably acceptable to Macquarie; provided that a sale or plan of reorganization will be deemed to be acceptable to Macquarie if (1) it provides for (x) a sale of all Crude Oil and Product owned by Macquarie pursuant to the Transaction Documents at a price consistent with the then applicable Current Month Pricing Benchmark; (y) payment in full in cash of all amounts owed to Macquarie under the Transaction Documents or cash collateralization of all actual or contingent obligations (other than inchoate indemnity obligations) owed to Macquarie that may arise on or after the Early Termination Date; from such sale proceeds or otherwise; and (z) with respect to a plan of reorganization, such plan contains releases in favor of Macquarie similar in all material respects to such releases under the plan contemplated by the RSA (in the form approved by Macquarie, acting reasonably as of the Petition Date); provided that any delay in effecting the foregoing matters set out in this sub-paragraph (1) after the effective date of a plan of reorganization or sale under Section 363 of the Bankruptcy Code as a result of an extension to the Term by a period in length equal to a Transitional Support Period (if any) that Macquarie has agreed to provide in accordance with the requirements of Section 3.1(c) below shall be acceptable to Macquarie; and (2) would not require Macquarie to breach Applicable Law (including as relates to Sanctions Law) or Macquarie’s Policies and Procedures (including, without limitation, those policies and procedures relating to “know your customer” requirements).

“Accepted Industry Practice” means those practices, methods, specifications and standards of safety and performance, as the same may be changed from time to time, as are commonly used in the operation and maintenance of refineries similar to the Refinery. The term “Accepted Industry Practice” contemplates the exercise of that degree of skill, care, diligence, prudence and foresight that would reasonably and ordinarily be expected under similar circumstances in the refining industry in the same type of undertaking under the same or similar circumstances but does not necessarily mean one particular practice, method, specification or standard in all cases and is instead intended to encompass a broad range of acceptable practices, methods and standards.

“Acknowledgment of Title” means, in respect of each Included Barge and the relevant Barge Operator and Barge Owner, an acknowledgment from such Barge Operator and such Barge Owner of Macquarie’s title to any such Crude Oil or Product transported thereon, in each case, in form and substance satisfactory to Macquarie.

“Additional Financing Agreement” has the meaning specified in Section 19.3(k).

“Affected Obligations” has the meaning specified in Section 18.3.

“Affected Party” has the meaning specified in Section 18.1.

“Affiliate” means, in relation to any Person, any entity controlled, directly or indirectly, by such Person, any entity that controls, directly or indirectly, such Person, or any entity directly or indirectly under common control with such Person. For this purpose, “control” of any entity or Person means ownership of a majority of the issued shares or voting power or control in fact of the entity or Person.

“Aggregate Product Purchase Amounts” has the meaning specified in Section 8.9(b)(i).

“Aggregate Product Sale Amount” has the meaning specified in Section 8.9(a)(i).

“Agreement” has the meaning specified in the introductory paragraph of this Agreement.

“Amended Product Purchase Proposal” has the meaning specified in Section 8.1(b)(v)(B).

“Amended Transaction Supplement” has the meaning specified in Section 5.2(d)(vi)(B).

“Ancillary Costs” means, to the extent reasonably demonstrated by Macquarie by trade ticket, invoice or other supporting documentation and without duplication, (i) any amounts payable by Macquarie under the Third Party Storage Agreements, (ii) all transportation costs, liabilities, and risks associated with transportation to a Crude Intake Point (including, without limitation, pipeline, truck, or freight costs, port costs, terminaling costs, demurrage, bunkers, losses, inspections, liabilities and risks associated with operations at a third party terminal, extra tugs, pipeline scheduling issues or pro-ration issues, vessel delays, and Force Majeure events) in each case pursuant to thea Tripartite Crude Supply Agreement, and (iii) all freight, pipeline, transportation, storage, tariffs and other out of pocket costs and expenses incurred as a result of the purchase, movement and storage of Crude Oil or Products undertaken in connection with or required for purposes of this Agreement (whether or not arising under Macquarie Crude Procurement Contracts and regardless of the point at which or terms upon which delivery is made under any such Macquarie Crude Procurement Contract), including, fees and expenses, any cost relating to insurance taken out by Macquarie, broker’s and agent’s fees, pipeline transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling charges (including any fees and charges resulting from changes in nominations undertaken to satisfy delivery requirements under this Agreement), pipeline and other common carrier tariffs, blending, tankage, linefill and throughput charges, pipeline demurrage, superfund and other comparable fees, processing fees (including fees for water or sediment removal or feedstock decontamination), merchandise processing costs and fees, any charges imposed by any Governmental Authority, user fees, fees and costs for any credit support provided to any third party with respect to any transactions contemplated by this Agreement and any pipeline compensation or reimbursement payments that are not timely paid by the pipeline to Macquarie. Ancillary Costs will also include, without duplication, out of pocket expenses associated with the cost of operation of transportation, storage or other facilities assigned hereunder to Macquarie by the Company, reasonable and documented third party out of pocket legal fees, tax advisory fees, and out of pocket expenses incurred by Macquarie in connection with any of the Transaction Documents and any amounts payable by Macquarie pursuant to any indemnity granted in favour of the Permitted Supplier, a Third Party Supplier in connection with a Macquarie Crude Procurement Contract or a third party product offtaker under and in accordance with the terms of thea Tripartite Crude Supply Agreement, the Convenience Exchange Agreement and/or an Intermediated Product Offtake Contract. Notwithstanding the foregoing, the following shall not be considered Ancillary Costs: (i) Macquarie’s hedging costs in connection with this Agreement or any of the transactions contemplated by this Agreement (but such exclusion shall not change or be deemed to change the manner in which Related Hedges are addressed under Articles 20 and 21 below), (ii) any costs, fees, expenses, liabilities or risks, in each case, to the extent that Macquarie has otherwise been compensated therefor under this Agreement, any of the other Transaction Documents or any other agreement in any payment made hereunder or thereunder, including pursuant to any true-up, adjustment, or netting mechanism provided hereunder or thereunder, but only to the extent so compensated, or (iii) any costs, fees, expenses, liabilities or risks which Macquarie has agreed, in accordance with the express terms hereof or any other Transaction Document or agreement, shall be solely for Macquarie’s own account. In no event shall “Ancillary Costs” include (i) any costs or expenses that are not paid or payable out of pocket by Macquarie to a third party, (ii) any overhead allocations or other internal costs or amounts which are not due to third parties, (iii) any taxes; and (iv) except as otherwise provided in Section 13.2, any costs of Macquarie’s Inspector under or in respect of the Transaction Documents.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, as amended, and all other Applicable Laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which the Company, Vertex Renewables, the Parent or any of Subsidiary or Affiliate thereof is located or is doing business.

“Anti-Money Laundering Laws” means the Applicable Laws, statutes, regulations or rules in any jurisdiction in which the Company, Vertex Renewables, the Parent, any Affiliate or Subsidiary thereof is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto, including, but not limited to, the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) and the USA Patriot Act.

“Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to either Party or the subject matter of this Agreement.

“Approved Bankruptcy Court Order” shall mean:

in each case, that (x) are in form and substance reasonably acceptable to Macquarie, (y) have not been vacated, reversed or stayed and (z) have not been amended or modified except in a manner reasonably acceptable to Macquarie.

“Assurance Agreement” means the Assurance and Amendment and Restatement Agreement entered into between Macquarie and the Vertex Parties on or around September 24, 2024.

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing, notarization, permit, permission or registration.

“Authorized Representatives” means the list of individuals authorized by each Party to agree amendments to an Operational Schedule by an exchange of e-mails, as such list may be amended, modified, updated or varied from time to time.

“Bank Holiday” means any day (other than a Saturday or Sunday) on which banks are authorized or required to close in the State of New York.

“Bankrupt” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors as a group, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within sixty (60) days or (x) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.

“Bankruptcy Code” means Title 11, U.S. Code.

“Bankruptcy Court” has the meaning given to such term in the Recitals.

“Bankruptcy Law” means the Bankruptcy Code, as amended from time to time, or any similar federal or state law for the relief of debtors.

“Bareboat Charter” means, in respect of each Included Barge, the relevant bareboat charter entered into between Company and the relevant Barge Owner in respect of that Included Barge.

“Barge Inclusion Date” has the meaning specified in Section 2.5(d).

“Barge Operator” means, in respect of an Included Barge, each operator of such Included Barge, as specified in the relevant Sub-Bareboat Charter relating to that Included Barge.

“Barge Owner” means, in respect of an Included Barge, each owner of such Included Barge, as specified in the relevant Bareboat Charter relating to that Included Barge.

“Barrel” means forty-two (42) net U.S. gallons, measured at 60° F.

“Base Agreements” means (a) the BWC Agreements (but only from (and including) the relevant BWC Inclusion Date); (b) the Center Point Agreements (but only from (and including) the relevant Center Point Inclusion Date); (bc) the Plains Agreements; (cd) any agreements hereafter entered into between the Company and any third party pursuant to which the Company acquires any rights to use barges, storage tanks or pipelines that the Company elects to be treated as, or that are, Crude Storage Tanks, Included Crude Pipelines, Included Product Pipelines, Included Barges, the Included Product Tanks or Company Storage Locations, and (de) 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.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Best Available Inventory Data” means the daily inventory reports produced by the Company or third parties in respect of the Crude Storage Tanks, Included Product Tanks, Included Crude Pipelines, Included Product Pipelines, Included Barges, and Company Storage Locations, in the form specified in Schedule F.

“Board of Directors” means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors or board of managers of the general partner of the partnership or, if such general partner is itself a limited partnership, then the board of directors or board of managers of its general partner; (3) with respect to a limited liability company, the board of managers or directors, the managing member or members or any controlling committee of managing members thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day that is not a Saturday, Sunday, or Bank Holiday.

“BWC Agreements” means, with respect to each of the BWC Blakeley Island Terminal and the BWC Chickasaw Terminal, as applicable:

(a)       the relevant BWC Terminalling Agreement;

(b)       the relevant BWC Storage Rights Agreement; and

(c)       the relevant BWC Consent Letter.

“BWC Blakeley Island Terminal” means the crude oil and refined product storage and terminalling facilities owned and operated by BWC Alabama LLC and located at 1437 Cochrane Causeway, Mobile, Alabama, 36602.

“BWC Chickasaw Terminal” means the crude oil and refined product storage and terminalling facilities owned and operated by BWC Alabama LLC and located at 500 Viaduct Road, Chickasaw, Alabama, 36611.

“BWC Consent Letter” means, with respect to the BWC Blakeley Island Terminal or the BWC Chickasaw Terminal, as applicable, the “Consent to Storage and Usage Agreement” entered into between the relevant BWC Operator, Macquarie and the Company on or prior to the relevant BWC Inclusion Date.

“BWC Inclusion Date” means, with respect to the BWC Blakeley Island Terminal or the BWC Chickasaw Terminal, as applicable, the first date on which any tank located at the relevant BWC Storage Facilities is specified as an “Included Product Tank” in Schedule E.

“BWC Operator” means, with respect to the BWC Blakeley Island Terminal or the BWC Chickasaw Terminal, as applicable, BWC Terminals LLC, BWC Alabama LLC, or such other successor or assignee that operates the relevant BWC Storage Facilities.

“BWC Storage Facilities” has the meaning, with respect to the BWC Blakeley Island Terminal or the BWC Chickasaw Terminal, as applicable, given to such term in the relevant BWC Storage Rights Agreement.

“BWC Storage Rights Agreement” means (1) with respect to the BWC Blakeley Island Terminal, the BWC Storage Rights Agreement for the storage rights at the BWC Blakeley Island Terminal; and (2) with respect to the BWC Chickasaw Terminal, the BWC Storage Rights Agreement for the storage rights at BWC Chickasaw Terminal, in each case entered into between the Company and Macquarie on or prior to the relevant BWC Inclusion Date.

“BWC Terminalling Agreements” means, with respect to the BWC Blakeley Island Terminal or the BWC Chickasaw Terminal, as applicable, the “Terminalling Agreements” as such term is defined in the relevant BWC Storage Rights Agreement.

“Capital Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Carve Out” has the meaning given to that term in the Interim DIP Order.

“Cash Equivalents” means(a) securities issued or directly and guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than two (2) years from the date of acquisition; (b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one (1) calendar year from the date of acquisition and having one of the two highest ratings from either Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or Moody’s Investors Service, Inc.; (c) certificates of deposit, denominated solely in U.S. Dollars, maturing within two years after the date of acquisition, issued by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia or that is a U.S. subsidiary of a foreign commercial bank; in each of the foregoing cases, solely to the extent that: (i) such commercial bank’s short-term commercial paper is rated at least A-1 or the equivalent by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (any such commercial bank, an “Approved Bank”); or (ii) the par amount of all certificates of deposit acquired from such commercial bank are fully insured by the Federal Deposit Insurance Corporation; or (d) commercial paper issued by any Approved Bank (or by the parent company thereof), in each case maturing not more than twelve months after the date of the acquisition thereof.

“Cash Management Order” means that certain order in the Chapter 11 Cases relating to or authorizing, among other things, the continuation of certain cash management services to the Debtors on an emergency, interim or final basis pursuant to Section 364 of the Bankruptcy Code as may be issued or entered by the Bankruptcy Court in the Bankruptcy Cases.

“Cashflow Forecast” has the meaning specified in Section 14.2(i).

“CDA Swap Delivery Date” has the meaning specified in Section 20.6(a)(ii)(A).

“CDA Swap Pricing Date” has the meaning specified in Section 20.6(a)(ii)(B).

“Center Point Agreements” means, with respect to each of the Center Point Blakeley Island Terminal and the Center Point Chickasaw Terminal, as applicable:

“Center Point Blakeley Island Terminal” means the crude oil and refined product storage and terminalling facilities owned and operated by Center Point Terminal Blakeley Island LLC and located at 1257 Cochrane Causeway, Mobile, Alabama, 36610.

“Center Point Chickasaw Terminal” means the crude oil and refined product storage and terminalling facilities owned and operated by Center Point Terminal Chickasaw and located at 200 Viaduct Road North, Chickasaw, Alabama, 36611.

“Center Point Consent Letter” means, with respect to each of the Center Point Blakeley Island Terminal and the Center Point Chickasaw Terminal, as applicable, the “Consent to Storage and Usage Agreement” (in form and substance satisfactory to Macquarie) entered into between the Center Point Operator, Macquarie and the Company on or prior to the relevant Center Point Inclusion Date.

“Center Point Inclusion Date” means, with respect to each of the Center Point Blakeley Island Terminal and the Center Point Chickasaw Terminal, as applicable, the first date on which any tank located at the Center Point Storage Facilities is specified as an “Included Product Tank” in Schedule ESchedule E.

“Center Point Operator” “ means, with respect to each of the Center Point TerminalsBlakeley Island Terminal and the Center Point Chickasaw Terminal, as applicable, Center Point Terminal Chickasaw, LLC, Center Point Blakeley Island, LLC, or suchany other successor that operates the relevant Center Point Storage Facilities.

“Center Point Storage Facilities” has the meaning, with respect to each of the Center Point Blakeley Island Terminal and the Center Point Chickasaw Terminal, as applicable, given to that term in the relevant Center Point Storage Rights Agreement.

“Center Point Storage Rights Agreement” means the sub-lease agreement” means (1) with respect to the Center Point Blakeley Island Terminal, the Center Point Storage Rights Agreement for the storage rights at Center Point Blakeley Island Terminal; and (2) with respect to the Center Point Chickasaw Terminal, the Center Point Storage Rights Agreement for the storage rights at Center Point Chickasaw Terminal, in each case entered into between the Company and Macquarie in respect of tank 3 at the Center Point Storage Facilities on or prior to the Center Point Inclusion Date.

“Center Point Terminalling Agreement” means the service agreement dated as of January 30, 2023 between, with respect to each of the Center Point Blakeley Island Operator and the Company, as amended on March 23, 2023 and as may be further amended from time to time.Terminal and the Center Point Chickasaw Terminal, as applicable, the “Terminalling Agreements” as such term is defined in the relevant Center Point Storage Rights Agreement.

“Change in Law” means, with respect to a Party, an enactment of any new Applicable Law, a modification or change in the interpretation or application of any existing Applicable Law (in each case, which is generally settled or accepted), the imposition of a requirement for an Authorization and/or a change in the terms and conditions attached to an Authorization, in each case which:

“Change of Control” means an event or series of events by which:

provided that (and notwithstanding the foregoing or any other term or provision of this Agreement or any other Transaction Document), no event or series of events shall be deemed to be a “Change of Control” if such event(s) occurs either (i) in accordance with an Approved Bankruptcy Court Order; or (ii) otherwise with the consent of Macquarie.

“Chapter 11 Cases” has the meaning given to that term in Recital G.

“CL Affected Party” has the meaning given to it in Section 20.2(a)(i).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commencement Date” has the meaning specified in Section 2.3(a).

“Commencement Date Crude Oil Volumes” means the total quantity of Crude Oil in the Crude Storage Tanks purchased by Macquarie on the Commencement Date, pursuant to the Inventory Sales Agreement.

“Commencement Date Products Volumes” means the total quantities of the Products in the Included Product Locations purchased by Macquarie on the Commencement Date, pursuant to the Inventory Sales Agreement.

“Commencement Date Purchase Value” means, with respect to the Commencement Date Volumes, initially the Estimated Commencement Date Value until the Definitive Commencement Date Value has been determined and thereafter the Definitive Commencement Date Value.

“Commencement Date Volumes” means, collectively, the Commencement Date Crude Oil Volumes and the Commencement Date Products Volumes.

“Commitment Requirements” means [redacted].

“Company” has the meaning specified in the introductory paragraph of this Agreement.

“Company Due Amount” has the meaning specified in Section 20.6(a)

“Company Interim Payment” has the meaning set forth in Section 11.1(b).

“Company Product Inventory” means, as of any day, Eligible Hydrocarbon Inventory consisting of Products that are then held at a Company Storage Location.

“Company Storage Location” means the storage tanks and pipelines, pipelines and other locations where the Company owns Crude Oil, Products or Eligible Hydrocarbon Inventory and identified as such in Schedule A..

“Convenience Exchange Agreement” means the convenience exchange agreement between Macquarie, the Company and Equilon Enterprises LLC, dba Shell Oil Product US, dated on or about the date of this Agreement for the delivery of certain Products by SOPUS to Macquarie, and the redelivery of an equivalent quantity of Products by Macquarie to SOPUS, which contract arises in connection with the contract for the offtake of Regular CBOB, Premium CBOB and ULSD between the Company and Equilon Enterprises LLC, dba Shell Oil Product US, dated April 1, 2022 and the associated Tripartite Product Offtake Agreement.

“Costs” has the meaning set forth in the definition of “Liabilities”.

“Credit Agreement Documents” means, collectively, the Existing Financing Agreements, each Note, the Warrants, the Warrant Agreement, the Agent Fee Letter, the Fee Letter, any Joinder Agreement, each Notice of Borrowing, the Intellectual Property Security Agreement, the Control Agreement(s), the Collateral Access Agreements, the Collateral Pledge Agreement, any Subordination Agreement (each as defined in the relevant Existing Financing Agreements and all other documents, instruments and agreement executed or delivered at any time in connection therewith, including any intercreditor or joinder agreement among holders of Credit Agreement Obligations, to the extent such are effective at the relevant time).

“Credit Agreement Obligations” means (1) all Obligations (as defined in the Post-Petition Financing Agreement); and (2) all debt, principal, interest, fees, charges, Lender Expenses (as defined in the ExistingPre-Petition Financing Agreements) and other amounts owing by the Company and each Guarantor (as defined in the ExistingPre-Petition Financing Agreements) to Cantor Fitzgerald Securities, as agent to the lenders under the ExistingPre-Petition Financing Agreements, of any kind and description whether arising under or pursuant to or evidenced by the Credit Agreement Documents, and whether or not for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including the principal and interest due with respect to the Term Loans (as defined in the ExistingPre-Petition Financing Agreements), and further including all Lender’s Expenses that the Company and each Guarantor is required to pay or reimburse by the Credit Agreement Documents, by law, or otherwise.

“Credit Support” means “Collateral” as defined in the Pledge and Security Agreement.

“Crude Cargo Rollover Barrels” means, as of any applicable day, the volumes of Crude Oil which Macquarie has contracted to purchase pursuant to Macquarie Crude Procurement Contracts which have completed pricing as of such day and for which Macquarie has not yet paid a Third Party Supplier Crude Purchase Amount pursuant to Section 6.4.

“Crude Delivery Point” means, in relation to a sale of Crude Oil from Macquarie to the Company for processing at the Refinery, the first inlet flange of the relevant Refinery processing unit, and, in relation to any other sale of Crude Oil by Macquarie from an Included Storage Location, the relevant delivery point as determined in accordance with the relevant Included Crude Sales Transaction or, if such Crude Oil is being sold to the Company pursuant to Section 5.4(a)(ii), the exit flange from the applicable Included Storage Location or as otherwise agreed between the Parties.

“Crude Intake Point” means, in relation to a delivery of Crude Oil to Macquarie at an Included Storage Location pursuant to a Macquarie Crude Procurement Contract, the relevant delivery location as determined in accordance with such Macquarie Crude Procurement Contract or, in relation to a purchase of Crude Oil by Macquarie from the Company, as agreed between the Parties.

“Crude Oil” means crude oil of any type or grade, excluding any Sludge.

“Crude Oil or Product Differential” means any Differential applicable to a Current Month Pricing Benchmark with respect to Crude Oil or Product as shall be set forth on Schedule H and as may be adjusted from time to time pursuant to Section 7.4.

“Crude Purchase Adjustment” has the meaning specified in Section 6.4.

“Crude Sales Proposal” has the meaning specified in Section 5.4(b)(i).

“Crude Storage Tanks” means any of the tanks at the Refinery listed on Schedule E that store Crude Oil, including, as applicable, any related facilities or pipelines owned by the Company or Plains Marketing, L.P. and used in connection with such tanks.

“Crude Transaction” has the meaning given to that term in the Master Agreement.

“Current Financial Statements” means:

“Current Month Pricing Benchmark(s)” means, for any month and with respect to a particular Pricing Group, the pricing index, formula or benchmark plus or minus the applicable Differential (if any) set forth on and determined in accordance with Schedule H for such month.

“Customer” means any third party purchaser of Crude Oil or Products from Macquarie (other than the Company).

“Daily Crude Purchases” means for any day, Macquarie’s estimate of the aggregate volume of Crude Oil purchased by Macquarie from Company at any Crude Intake Point.

“Daily Crude Sales” means on any Delivery Date the volume of Crude Oil sold at a Crude Delivery Point by Macquarie to Company, other than sales pursuant to Section 5.4(a)(ii).

“Daily Prices” means, with respect to a particular Pricing Group, the Current Month Pricing Benchmark applicable to such Pricing Group on any Delivery Date.

“Daily Product Purchases” means, for any day and Product Group, Macquarie’s estimate of the aggregate volume of such Product purchased by Macquarie from the Company during such day pursuant to (i) Section 8.1(a) or (ii) Section 8.1(c).

“Daily Product Sales” means, for any day and Product Group, Macquarie’s estimate of the aggregate sales volume of such Product sold by Macquarie during such day to Company.

“Debtor” has the meaning given to that term in the Interim Intermediation Order.

“Default” means any event that, with notice or the passage of time, would constitute an Event of Default.

“Default Interest Rate” has the meaning given to that term in the Fee Letter.

“Defaulting Party” has the meaning specified in Section 20.4(a).

“Definitive Commencement Date Value” has the meaning specified in the Inventory Sales Agreement.

“Delivery Date” means any day.

“Delivery Month” means, with respect to Crude Oil, the calendar month in which Crude Oil is to be delivered into one or more Crude Storage Tanks or Included Crude Pipelines and, with respect to Products, the month in which Product is to be delivered into one or more Included Product Locations or Company Storage Locations.

“Derivative Transaction” means any obligation in respect of any transaction in the nature of a transaction as described in the definition of Specified Transaction and any reference to the amount of Specified Indebtedness becoming, or becoming capable of being declared, due and payable shall, in the case of a Derivative Transaction, refer to the amount that becomes, or would become, due and payable as a result of the termination of such Derivative Transaction.

“Designated Affiliate” means the Parent, the Company and any Subsidiary of the Company.

“Determining Party” has the meaning specified in Section 20.4(c).

“Differential” means, for each Current Month Pricing Benchmark, the amount added to or subtracted from the applicable pricing index, formula or benchmark set forth on Schedule H to determine such Current Month Pricing Benchmark. The Differentials applicable during the Term, shall be as set forth on Schedule H and as may be adjusted from time to time pursuant to Section 7.4.

“DIP Orders” means, collectively, the Interim DIP Order and the Final DIP Order.

“Disclosure Letter” means the disclosure letter/perfection certificate dated as of the Commencement Date containing certain information and schedules delivered by the Company and the Parent to Macquarie.

“Disclosure Statement” has the meaning given to the term “Acceptable Disclosure Statement” in the Post-Petition Financing Agreement.

“Effective Date” has the meaning specified in the introductory paragraph of this Agreement.

“Eligible Hydrocarbon Inventory” means, as of any day, Crude Oil, Products and Eligible Lien Products owned by the Company that are subject to a valid, first priority perfected Lien and security interest in favor of Macquarie, including, without limitation, the aggregate volume of such Crude Oil, Products and Eligible Lien Products constituting linefill; provided that, unless Macquarie shall otherwise elect in its reasonable discretion, Eligible Hydrocarbon Inventory shall not include any Hydrocarbon:

“Eligible Lien Product” means liquefied petroleum gas.

“Emergence Milestone Date” means the date that is 115 days after the Petition Date; provided that if such day falls after the date on which the Monthly True-Up Amount for the relevant Delivery Month would otherwise be due as per Article 11 (the “MTA Payment Date” for such Delivery Month), then upon the reasonable request of the Company in connection with a contemplated Acceptable Plan or Sale (and subject to continued compliance with the terms hereof, including (without limitation, Section 19.5), the Emergence Milestone Date will instead be deferred to a day no later than such MTA Payment Date.

“Ending Company Product Inventory” has the meaning specified in Section 9.2(a).

“Ending In-Tank Crude Inventory” has the meaning specified in Section 9.2(a).

“Ending In-Tank Product Inventory” has the meaning specified in Section 9.2(a).

“Environmental Law” means any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.

“Equity Interests” mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant, convertible debt or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“EST” means the prevailing time in the Eastern time zone of the United States of America.

“Estimated Commencement Date Value” has the meaning specified in the Inventory Sales Agreement.

“Estimated Termination Amount” has the meaning specified in Section 21.2(b).

“Estimated Yield” has the meaning specified in Section 8.3(a).

“Event of Default” has the meaning set forth in Section 20.1.

“Excess Inventory Level” has the meaning specified in Section 7.7.

“Excess Quantity” has the meaning specified in Section 7.8(a).

“Exchange Act” means the Securities Exchange Act of 1934.

“Existing Financing Agreements” means that certain Loan and Security Agreement, dated as of April 1, 2022, by and among the Company, as borrower, the other parties party thereto from time to time as guarantors, Cantor Fitzgerald Securities, as agent for the lenders and the lenders party thereto from time to time.(1) the Pre-Petition Financing Agreements; and (2) the Post-Petition Financing Agreements.

“Expiration Date” has the meaning specified in Section 3.1.

“FATCA” mean Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

“Fee Letter” means that certain letter from Macquarie to the Company, executed on or before the Commencement Date and as from time to time thereafter amended and/or restated, which identifies itself as the “Fee Letter” for purposes hereof, and pursuant to which the Parties have set forth the amounts for and other terms relating to certain fees payable hereunder and other amounts determined for purposes hereof.

“Final DIP Order” has the meaning given to it in Section 20.1(u)(iv).

“Final Intermediation Order” means a final order of the Bankruptcy Court granted the relief provided for in the Interim Intermediation Order on a final basis.

“Financing Agreement” means any credit agreement, indenture, financing agreement, hedging agreement or other agreement (including, without limitation, the Credit Agreement Documents) under which the Company may incur or become liable for Specified Indebtedness.

“Force Majeure” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, pandemics, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not such labor difficulty could be settled by acceding to any demands of any such labor group of individuals and whether or not involving employees of the Company or Macquarie); accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; disruption or breakdown of, explosions or accidents to wells, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omission of any Governmental Authority; good faith compliance with any order, request or directive of any Governmental Authority; curtailment, interference, failure or cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have been able to avoid or overcome. Solely for purposes of this definition, the failure of any Third Party Supplier to deliver Crude Oil pursuant to any Macquarie Crude Procurement Contract or Product under any Included Product Purchase Transaction, whether as a result of Force Majeure as defined above, “force majeure” as defined in such Macquarie Crude Procurement Contract or Included Product Purchase Transactions, breach of contract by such Third Party Supplier or any other reason, shall constitute an event of Force Majeure for Macquarie under this Agreement with respect to the quantity of Crude Oil or Product that was not delivered subject to that Macquarie Crude Procurement Contract or Included Product Purchase Transaction, as applicable.

“GAAP” means generally accepted accounting principles in the U.S. set out in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from time to time.

“Governmental Authority” means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body, or any person purporting to act therefor.

“Guaranties” means each of:

and, in each case, provided to Macquarie in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, in a form and in substance satisfactory to Macquarie, each a “Guaranty”.

““Guarantors” means Parent, Vertex Renewables and each other Person from time to time that guarantees the Transaction Obligations hereunder, each a ““Guarantor””.

“Hazardous Substances” means any explosive or radioactive substances or wastes and any toxic or hazardous substances, materials, wastes, contaminants or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances” (or similarly identified), regulated under or forming the basis for liability under any applicable Environmental Law.

“High-Risk Country” means, any Sanctioned Country, Afghanistan, Belarus, Crimea, Cuba, Democratic Republic of Congo, Donetsk People’s Republic, Luhansk People’s Republic and any other territory or region of the Republic of Ukraine occupied by Russia or Russian-backed separatist forces, Eritrea, Iran, Mali, Myanmar, Nicaragua, North Korea, Russia, Syria and Venezuela and any country or other territory which Macquarie has notified to the Company as such from time to time in accordance with Section 5.2(e)(i).

“Hydrocarbon Credit Support” means, as of any time, all Inventory constituting or consisting of Hydrocarbons then owned or at any time hereafter acquired by the Company, as applicable, that is located at a Company Storage Location; provided that Hydrocarbon Credit Support shall not include any “Excluded Property” as such term is defined in the Pledge and Security Agreement.

“Hydrocarbons” means Crude Oil, intermediate feedstocks, blendstocks (including, for the avoidance of doubt additives), and finished and unfinished petroleum products and fuels, including without limitation, Products, gasoline, diesel fuels, fuel oil and jet fuels.

“Identified Crude Oil Delivery” has the meaning specified in Section 5.2(d)(ii)(A)5.2(d)(ii)(A).

“Identified Facilities” has the meaning specified in Section 15.5(a).

“Included Barge” means the barges listed as such on Schedule E that store Product from time to time whilst in transit to the Refinery, the Refinery Facilities, the BWC Storage Facilities, the Plains Storage Facilities, the Center Point Storage Facilities, or such other third party storage terminal as Macquarie and the Company may agree.

“Included Crude Pipelines” means the Crude Oil pipelines or sections thereof owned or leased by the Company or by a third party that is listed on Schedule O as such schedule may from time to time be amended by the Parties.

“Included Crude Sales Transaction” means sales of Crude Oil from an Included Storage Location by Macquarie to a Customer.

“Included Product Locations” means, collectively, the Included Barges, the Included Product Tanks and the Included Product Pipelines identified in Schedule A hereto.

“Included Product Pipelines” means the Product pipelines or sections thereof owned or leased by the Company or by a third party that is listed on Schedule O as such schedule may from time to time be amended by the Parties.

“Included Product Purchase Transaction” means an agreement entered into by Macquarie under Section 8.2(b) pursuant to which Macquarie purchases for delivery into the Included Storage Locations any Products from a Product Supplier.

“Included Product Tanks” means the Product storage tanks owned and operated by the Company or by third parties as further identified and described on Schedule E, including, as applicable with respect to the inventory report provided by such third party, any related facilities or pipelines used in connection with such tanks.

“Included Sales Transaction” means sales of Product from an Included Storage Location by Macquarie to an offtaker pursuant to any Tripartite Product Offtake Agreement and any other sales of Product from an Included Storage Location by Macquarie to a Customer pursuant to this Agreement.

“Included Storage Locations” means, collectively, the Crude Storage Tanks, Included Crude Pipelines and the Included Product Locations, as more particularly described on Schedule E and Schedule O.

“Included Tanks” means the Crude Storage Tanks and Included Product Tanks, as more particularly described on Schedule E.

“Independent Amount” has the meaning assigned to such term in the Independent Amount Letter.

“Independent Amount Letter” means that certain letter from Macquarie to the Company, executed on or before the Commencement Date and as from time to time thereafter amended and/or restated, which identifies itself as the “IA Letter”, and pursuant to which the Parties have set forth the amounts for and other terms relating to the transfer of Independent Amount as determined for the purposes hereof.

“Independent Inspection Company” has the meaning specified in Section 13.3.

“Index Crude Purchase Value” means (i) in respect of a delivery of Macquarie Procurement Barrels to a Crude Intake Point during the day, the number of Barrels of Crude Oil delivered, multiplied by (ii) the Current Month Pricing Benchmark for Crude Oil on such day.

“Index Product Purchase Value” means, for any Product Group and a day, the product of (i) the number of Barrels of such Product Group purchased during such day under Included Product Purchase Transactions, multiplied by (ii) the Current Month Pricing Benchmark for that Product Group and day.

“Index Product Sale Value” means, for any Product Group and relevant period, the product of (i) the sum of the aggregate quantity of Barrels of such Product Group sold during such period under Included Sales Transactions, multiplied by (ii) the Current Month Pricing Benchmark for that Product Group and period.

“Initial Estimated Yield” has the meaning specified in Section 2.1(x).

“Insolvency or Liquidation Proceeding” means:

“Insolvent” means, with respect to any Person as of any date of determination, that (a) the sum of the debt (including contingent liabilities existing as of the date hereof) of such Person and its subsidiaries (on a consolidated basis) exceeds the present fair saleable value of the present assets of such Person and its subsidiaries (on a consolidated basis), (b) the capital of such Person and its subsidiaries (on a consolidated basis) is not unreasonably small in relation to its business as of such date or as contemplated as of such date, (c) such Person and its subsidiaries have incurred, or reasonably believe that they will incur, debts beyond their ability to pay such debts as they mature or, in the case of contingent liabilities, otherwise become payable, or (d) such Person is not “solvent” or is “insolvent”, as applicable within the meaning given those terms and similar terms under Applicable Law relating to fraudulent transfers and conveyances.

“Initial Estimated Yield” has the meaning specified in Section 2.1(x).

“Interim Payment” means a net payable amount determined by netting all of the Macquarie Interim Payments and Company Interim Payments.

“Intermediated Product Offtake Contract” means each of (i) the term agreement for offtake of ULSD and Jet A-1/Defstan between the Company and Shell Trading (US) Company dated April 1, 2022, (ii) the term agreement for offtake of Heavy Olefin Plant Feed between the Company and Shell Chemical LP dated April 1, 2022, (iii) the term agreement for offtake of Jet Fuel between the Company and Shell Trading (US) Company dated April 1, 2022, (iv) the term agreement for offtake of Gasoline between the Equilon Enterprises LLC, dba Shell Oil Product US, dated April 1, 2022 and any other agreement designated as such by the Parties.

“Intercreditor Agreement” means that certain intercreditor agreement, dated as of April 1, 2022 (as amended, restated, amended and restated, supplemented, modified, extended, renewed, replaced, refinanced or restructured from time to time) by and among Cantor Fitzgerald Securities, as agent for the Term Loan Secured Parties (as defined therein), Macquarie Energy North America Trading Inc., as Intermediation Facility Secured Party (as defined therein), Vertex Refining Alabama LLC, and each of the other Grantors (as defined therein) party thereto.

“Interim Crude Supply Agreement” means the interim crude and hydrocarbon feedstock supply agreement dated April 1, 2022 and entered into between Shell Chemical LP, Shell Trading (US) Company and the Company.

“Interim Crude Supply Assignment Agreement” means the assignment agreement entered into between the Company and Macquarie dated on or around the Commencement Date in respect of the assignment of the Company’s rights and obligations under the Interim Crude Supply Agreement to Macquarie.

“Interim DIP Order” means that certain order: (1) authorizing the Debtors to obtain post-petition financing; (2) authorizing the Debtors to use cash collateral; (3) granting liens and providing claims with superpriority administrative expense status; (4) granting adequate protection to the pre-petition term loan secured parties; (5) modifying the automatic stay; (6) scheduling a final hearing; and (7) granting related relief.

“Interim Intermediation Order” means that certain order: (1) authorizing continuation of the Intermediation Contracts (as defined therein); (2) authorizing the Debtors to enter into and perform post-petition transactions under the Intermediation Contracts (“Intermediation Transactions”) and post-petition hedging transactions; (3) providing superpriority administrative expense status and liens in respect of Intermediation Transactions and post-petition hedging transactions; (4) granting adequate protection to Macquarie; (5) providing superpriority administrative expense status in respect of Purchaser Support Agreements (as defined therein); (6) modifying the automatic stay; (7) setting a final hearing; and (8) granting related relief, entered on or around September 25, 2024, in the Chapter 11 Cases.

“Interim Payment” means a net payable amount determined by netting all of the Macquarie Interim Payments and Company Interim Payments.

“Intermediated Product Offtake Contract” means (i) the Jet Fuel Sales Agreement between the Company and Glencore Ltd. dated as of April 1, 2024, and (ii) the term agreement for offtake of Gasoline between Equilon Enterprises LLC, dba Shell Oil Product US, dated April 1, 2022, and any other agreement designated as such by the Parties.

“Intermediation Orders” means the Interim Intermediation Order and the Final Intermediation Order.

“Inventory” has the meaning assigned to such term in the Uniform Commercial Code of the State of New York as in effect from time to time.

“Inventory Report” has the meaning as specified in Section 12.1(a).

“Inventory Sales Agreement” means the purchase and sale agreement, in form and in substance mutually agreeable to the Parties, dated as of the Commencement Date, pursuant to which the Company is selling and transferring to Macquarie the Commencement Date Volumes then owned by the Company for the Commencement Date Purchase Value related thereto, free and clear of all liens, claims and encumbrances of any kind, other than Permitted S&O Liens.

“Inventory Swap Delivery Date” has the meaning specified in Section 0

“Inventory Swap Election” has the meaning specified in Section 0.

“Knowledge” means, with respect to a Person, the knowledge of the individuals of such Person, including a Responsible Officer, who have the responsibility for any day-to-day decision making, or legal, operational, or financial affairs of such Person, which knowledge shall include any and all facts and other information of such Person actually knew or reasonably should have known in accordance with all applicable industry standards and commercially reasonable prudence and diligence.

“Latest Commencement Date” has the meaning specified in Section 2.3(a).

“Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.

“Lien Documents” means the Pledge and Security Agreement and any other instruments, documents, Orders and agreements delivered by or on behalf of the Company and its Affiliates and/or entered by the Bankruptcy Court, as applicable, in order to grant to and perfect in favor of Macquarie a security interest in and lien on the Hydrocarbon Credit Support as security for the obligations of the Company pursuant to this Agreement and the other Transaction Documents.

“Liens” has the meaning specified in Section 19.4(f)(ii).

“Liquidated Amount” has the meaning specified in Section 20.4(g).

“Macquarie” has the meaning specified in the introductory paragraph of this Agreement.

“Macquarie Crude Procurement Contract” means thea Tripartite Crude Supply Agreement and any other contract entered into by Macquarie pursuant to this Agreement (including, without limitation, pursuant to Section 5.2(d)) for the procurement and/or purchase of Crude Oil within the U.S. to be sold and delivered to Macquarie at the relevant Crude Intake Point.

“Macquarie Interim Payment” has the meaning specified in Section 11.1(a).

“Macquarie Procurement Barrels” means barrels of Crude Oil purchased by Macquarie under a Macquarie Crude Procurement Contract.

“Macquarie’s Inspector” means any Person selected by Macquarie in a commercially reasonable manner that is acting as an agent for Macquarie and that (1) is a licensed Person who performs sampling, quality analysis and quantity determination of the Crude Oil and Products purchased and sold hereunder, (2) is not an Affiliate of any Party and (3) in the reasonable judgment of Macquarie, is qualified and reputed to perform its services in accordance with Applicable Law and industry practice, to perform any and all inspections required by Macquarie.

“Macquarie’s Policies and Procedures” shall have the meaning specified in Section 15.5(a).

“Macquarie’s Property” has the meaning specified in Section 19.4(f)(ii).

“Macquarie Swap Payment Amount” has the meaning specified in Section 0.

“Master Agreement” means the Master Crude Oil and Products Agreement, dated as of the Commencement Date, between the Company and Macquarie.

“Master Agreement Termination Event” means, with respect to a party, any “Event of Default” under the Master Agreement with respect to such party or any “Additional Termination Event” under the Master Agreement for which such party is the sole Affected Party thereunder.

“Material Adverse Change” means, in each case and solely to the extent occurring after the Petition Date (a) a material adverse change in, or a material adverse effect upon, the operations, assets, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company or of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Company, Parent or any other Subsidiary of Parent to perform its obligations under any of the Transaction Documents to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Company, the Parent or any Subsidiary of the Parent of any Transaction Document to which it is a party.; provided that (and notwithstanding the foregoing), the commencement of the Chapter 11 Cases or any sale or liquidation of any, all or substantially all of the Company’s assets in such Chapter 11 Cases in accordance with the terms of an Approved Bankruptcy Court Order or this Agreement shall not, individually or collectively, constitute a Material Adverse Change.

“Material Obligation” means, in respect of the Company, a failure to comply with:

(g) Section 19.5 (Negative Covenants); and

“Measured Crude Quantity” means, for any Delivery Date, the total quantity of Crude Oil that, during such Delivery Date, was withdrawn and lifted by and delivered to the Company at the Crude Delivery Point, as evidenced by either (i) meter readings and meter tickets for that Delivery Date or, (ii) barge inspection reports for that Delivery Date or (iii) tank gaugings conducted at the beginning and end of such Delivery Date.

“Measured Product Quantity” means, for any Delivery Date, the total quantity of a particular Product that, during such Delivery Date, was delivered by the Company to Macquarie at the Products Intake Point, as evidenced by either (i) meter readings and meter tickets for that Delivery Date or, (ii) barge inspection reports for that Delivery Date or (iii) tank gaugings conducted at the beginning and end of such Delivery Date.

“MENAT Required Terms” means the sanctions, anti-corruption, confidentiality and other legal or regulatory related provisions required in accordance with Macquarie’s Policies and Procedures from time to time which, as at the date of this Agreement are set out in Part 2 (MENAT Required Terms) of Schedule J (Crude GTCs and MENAT Required Terms).

“Minimum Liquidity Requirement” has the meaning specified in Section 19.5.

“Monthly Crude Confirmation” has the meaning specified in Section 5.1(b)(ii)(B).

“Monthly Crude Forecast” has the meaning specified in Section ‎5.1(b)(iii).

“Monthly Crude Purchase Offer” has the meaning specified in Section 5.1(b)(ii)(A).

“Monthly Product Estimate” has the meaning specified in Section 8.3(b).

“Monthly True-Up Amount” has the meaning specified in Schedule C.

“MTA Payment Date” has the meaning specified in the definition of “Emergence Milestone Date”.

“Net Storage Volume” means, with respect to any measurement of volume, the total liquid volume, excluding sediment and water, corrected for the observed temperature to 60° F.

“Non-Affected Party” has the meaning specified in Section 18.1.

“Non-CL Affected Party” has the meaning given to it in Section 20.2(a)(ii)(A).

“Non-Defaulting Party” has the meaning specified in Section 20.4(a).

“Notice of Title” means, in respect of each Included Barge and the relevant Barge Operator and Barge Owner, an irrevocable notice in writing from the Company and Macquarie, notifying such Barge Operator and such Barge Owner of Macquarie’s title to any such Crude Oil or Product transported on such Included Barge to or from the Refinery and an Included Product Location, in each case, in form and substance satisfactory to Macquarie.

“Obligations” has the meaning specified in Section 14.4(c).

“OET Fee” has the meaning given to that term in the Fee Letter.

“OET Notice” has the meaning specified in Section 3.2.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operational Schedule” means Schedule A, Schedule D, Schedule E, Schedule F, Schedule I, Schedule J, Schedule K, Schedule N, Schedule O,Schedule V and Schedule W.

“Optional Early Termination Date” has the meaning specified in Section 3.1(b).

“Orders” means the Intermediation Orders, the Cash Management Order and the DIP Orders.

“Organization Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction), (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).

“Overriding Obligations” means, for the purposes of the Unwind Procedures, the Company’s obligation to perform its obligations under this Agreement and act in accordance with:

“Parent” means Vertex Energy, Inc.

“Parent Guaranty” has the meaning specified in the definition of “Guaranties”.

“Party” or “Parties” has the meaning specified in the preamble to this Agreement.

“Patriot Act” means The USA Patriot Act.

“Permitted Article 10 Liens” means any Liens which are permitted pursuant to Article 10.

“Permitted S&O Liens” means: (a)(1) Liens created in favor of Macquarie under the Lien Documents or pursuant to an Intermediation Order; (2) junior ranking Liens created in favor of the Collateral Agent (as defined in the relevant Existing Financing Agreement) pursuant to the Cash Management Order or any DIP Order; and (3) junior ranking Liens created in favor of Macquarie Bank Limited (as hedge provider) pursuant to the Interim Intermediation Order or, when entered into, the Final Intermediation Order, (b) Liens for taxes, assessments, judgments, decrees, attachments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been made; (c) Liens of mechanics, laborers, non-commodity suppliers, workers, materialmen, and other similar liens incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefor (but not including any such Liens in favor of the Company or any of its Affiliates); (d) except to the extent released in any “bailee letter” or such similar documents, Liens securing rental, storage, throughput, transportation, handling or other similar fees or charges owing from time to time to carriers, bailees, transporters or warehousemen, solely to the extent of such fees or charges (but not including any such Liens in favor of the Company or any of its Affiliates); (e) Liens (1) incurred in the ordinary course of business (ax) except to the extent released in any “bailee letter” or such similar documents, in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens arise by operation of law in favor of the seller or shipper of such goods or assets, which attach to such goods or assets and cease to be in effect upon payment in full of the purchase price for or for shipping of such goods or assets, and (by) to the extent available under Applicable Law, arising upon the purchase of oil or gas from the first producer thereof, which attach to such goods and cease to be in effect upon payment in full of the purchase price for such goods and (2) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and (f) Permitted Article 10 Liens.

“Permitted Supplier” means Shell Trading (US) Company and any other Third Party Supplier between the Parties from time to time.

“Permitted Supplier’s Crude Confirmation” means the confirmation of the Crude Oil grades (including the volumes per grade and the pricing levels) secured by the Permitted Supplier for a Delivery Month, as communicated to the Company by the Permitted Supplier in accordance with the terms of the Tripartite Crude Supply Agreement relating to the Shell Crude Supply Agreement.

“Permitted Supplier Crude Estimate” means the Permitted Supplier’s best estimate of (a) prices; and (b) volume availability, in each case, for the each relevant grade of Crude Oil for a Delivery Month and as communicated to the Company by the Permitted Supplier in accordance with the terms of the Tripartite Crude Supply Agreement relating to the Shell Crude Supply Agreement.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Petition Date” has the meaning given to that term in the Interim DIP Order.

“Plains Agreements” means:

“Plains Consent Letter” means the “Consent to Storage and Usage Agreement” dated on or around the date of this Agreement and entered into between the Plains Operator, Macquarie and the Company.

“Plains Operator” means Plains Marketing, L.P., or such other successor that operates the Plains Storage Facilities.

“Plains Storage Facilities” has the meaning given to the term “Storage Facilities” in the Plains Storage Rights Agreement.

“Plains Storage Rights Agreement” means the storage rights agreement entered into between the Company and Macquarie dated on or about the date of this Agreement

“Plains Terminalling Agreement” means the terminal services agreement (Agreement No. 5716-15-02-0121) dated as of March 1, 2015 between the Plains Operator and the Company, as successor in interest to Shell Chemical LP (as from time to time further amended, modified, supplemented, extended, renewed and/or restated).

“Pledge and Security Agreement” means that certain Pledge and Security Agreement by and between the Company and Macquarie, dated as of the Commencement Date.

“Post-Petition Financing Agreement” means that certain Senior Secured Super-Priority Debtor-in-Possession Loan and Security Agreement dated on or around September 24, 2024 by and among the Company, as borrower, the other parties party thereto from time to time as guarantors, Cantor Fitzgerald Securities, as agent for the lenders and the lenders party thereto from time to time.

“Pre-Petition Financing Agreements” means that certain Loan and Security Agreement, dated as of April 1, 2022, by and among the Company, as borrower, the other parties party thereto from time to time as guarantors, Cantor Fitzgerald Securities, as agent for the lenders and the lenders party thereto from time to time.

“Pricing Group” means any of the Product Groups listed as a pricing group on Schedule H.

“Product” means any of the petroleum products listed on Schedule A, as from time to time amended by mutual agreement of the Parties.

“Product Group” means Crude Oil or a group of Products as specified on Schedule A.

“Product Purchase Adjustment” has the meaning specified in Section 8.9(b).

“Product Sale Adjustment” has the meaning specified in Section 8.9(a).

“Product Supplier” means any third party seller of Products with whom a Party proposes that Macquarie enter into an Included Product Purchase Transaction in accordance with Section 8.1(b).

“Product Transaction” has the meaning given to that term in the Master Agreement.

“Products Cover Costs” means, collectively, any additional costs and expenses or related damages as a result of the shortfall in the quantity of Product held for its account (in the circumstances described in Section 7.5).

“Products Delivery Point” means, (1) with respect to any delivery of Product from an Included Storage Location, (x) the relevant delivery point as described in the relevant Tripartite Product Offtake Agreement or Included Sales Transaction or, (y) the outlet flange of the relevant Included Barge; or (2) in relation to a sale of Products to the Company, at the exit flange of the relevant Included Storage Location.

“Products Intake Point” means the inlet flange of the relevant Included Product Tank or Included Barge.

“Projected Monthly Run Volume” has the meaning specified in Section 7.2(a).

“Projection Week” means Monday through Sunday.

“Provisional Contract Price” means, with respect to any quantity of Crude Oil or Products of a given type, grade, or specification which is purchased or sold by Macquarie pursuant to a Macquarie Crude Procurement Contract, Included Product Purchase Transaction or Included Product Sales Transaction, the applicable pricing index plus the applicable differential specified in the applicable trade contract for such type, grade, or specification of Crude Oil or Product.

“RD Negotiation Period” has the meaning specified in Section 2.5(b).

“RD Early Termination Date” has the meaning specified in Section 3.2(a).

“Renewable Diesel Intermediation” has the meaning specified in Section 2.5(b).

“Refinery” has the meaning specified in the recitals hereto.

“Refinery Facilities” means (i) all the facilities located at the Refinery, and (ii) any associated or adjacent facility used by the Company to carry out the terms of this Agreement, excluding Crude Storage Tanks and Included Product Tanks.

“Refinery Procured Crude Barrels” has the meaning given in Section 5.3(a).

“Refinery Procured Product Barrels” has the meaning specified in Section 8.1(c).

“Refinery Product Contract” means a procurement contract entered into by the Company for the purchase by the Company of Product, which Product is to be resold by the Company to Macquarie at the time such Product passes the Products Intake Point.

“Refinery SPA” means the sale and purchase agreement in relation to the Refinery between (i) Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Chemical LP and Shell Oil Company, collectively as seller and (ii) the Vertex Energy Operating LLC as buyer.

“Related Hedges” means any transactions from time to time entered into by Macquarie with third parties unrelated to Macquarie or its Affiliates to hedge Macquarie’s exposure resulting from this Agreement or any other Transaction Document and Macquarie’s rights and obligations hereunder or thereunder.

“Relevant Date” has the meaning specified in Section 20.6(a).

“Relevant Default” has the meaning specified in Section 5.4(a).

“Renewable Diesel Intermediation” has the meaning specified in Section 2.5(b).

“Required Storage and Transportation Arrangements” means such designations and other binding contractual arrangements hereafter entered into, in form and substance reasonably satisfactory to Macquarie (all such designations and other binding contractual arrangements entered into or in effect prior to the Restructuring Effective Date being deemed satisfactory for all purposes under the Transaction Document), pursuant to which the Company (or its Affiliates) hereafter shall provide Macquarie with the Company’s (or its Affiliates’) full right to use the third party Included Product Pipelines and third party Included Product Tanks, pursuant to the terms and conditions of the Base Agreements or such other agreements creating the Company’s rights in and to such facilities and the rights of existing third parties.

“Responsible Officer” means the President, Chief Executive Officer, Chief Financial Officer, Head of Finance, or Controller of any Person.

“Restructuring Effective Date” has the meaning given to the term “Effective Date” in the Assurance Agreement.

“Revised Estimated Yield” has the meaning specified in Section 8.3(a).

“RSA” has the meaning given to that term in the Interim Intermediation Order.

“Sanctioned Country” means any country or other territory which is from time to time subject to a general export, import, financial or investment embargo under any Sanctions Law, which, as of the date of this Agreement, are Crimea, Cuba, Iran, North Korea, and Syria.

“Sanctions Authority” means:

“Sanctions Law” or “Sanctions Laws” means any economic or financial sanctions law and/or regulation, export control, trade embargo, prohibition, restrictive measure, decision, executive order, or notice from any regulator implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority from time to time.

“Sanctions Target” means any Person: (a) that is the subject or target of any Sanctions Law; (b) named in any Sanctions-related list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including the OFAC list of “Specially Designated Nationals and Blocked Persons,” or any similar list maintained by any other Sanctions Authority (c) located, organized or resident in a country, territory or geographical region which is itself the subject or target of any Sanctions Law (including, without limitation, Cuba, Iran, North Korea, Syria, Crimea and so-called Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) regions of Ukraine, and, prior to January 1, 2017, Sudan) or (d) owned or controlled (as such terms are defined by the applicable Sanctions Laws) by any such Person or Persons described in the foregoing clauses (a) to (c).

“SEC” means the U.S. Securities and Exchange Commission.

“Settlement Amount” has the meaning specified in Section 20.4(c).

“Shell Crude Supply Agreement” means the term Crude Oil supply agreement between the Company and Shell Trading (US) Company dated on or about the date of this Agreement.

“Sludge” means a semi-solid slurry consisting of hydrocarbons, sediment, paraffin and water, produced from a process or as a result of solids separated from suspension in a liquid.

“SOFR” has the meaning given to that term in the Fee Letter.

“Sourcing Transaction” has the meaning specified in Section 19.3(h).

“Specified Event” means a transaction or other event that results in all or substantially all of the assets constituting the Refinery are sold (whether in one transaction or in a series of related transactions) to a Person that is not an Affiliate of the Parent.; provided that (and notwithstanding the foregoing or any other term or provision of this Agreement or any other Transaction Document), no transaction or other event or series of transactions or other events shall be deemed to be a “Specified Event” if such transaction(s) or event(s) occur either (i) in accordance with an Approved Bankruptcy Court Order; or (ii) otherwise with the consent of Macquarie.

“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of a repurchase transaction, borrowed money (including capitalized lease obligations and reimbursement obligations with respect to letters of credit) or money raised, any finance lease, redeemable preference share, letter of credit, futures contract, guarantee, indemnity or any Derivative Transaction.

“Specified Transaction” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Macquarie (or any of its Affiliates) and the Company (or any of its Designated Affiliates) (including, without limitation, any transaction entered into under the MBL Secured ISDA) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, (b) any combination of these transactions, (c) any other transaction identified as a Specified Transaction in this agreement or the relevant confirmation; provided, that, “Specified Transaction” shall not include the Vertex Renewables SOA or any Vertex Renewables Transaction Documents.

“Step-Out Inventory Sales Agreement” means the purchase and sale agreement, in the form provided on Schedule M, to be dated as of the Termination Date, if elected by Macquarie, pursuant to which the Company shall buy Crude Oil and Products from Macquarie subject to the provisions of this Agreement and any other terms agreed to by the Parties thereto.

“Storage Facilities Agreement” means the storage facilities agreement, in form and substance mutually agreeable to the Parties, to be dated as of the Commencement Date, between the Company and Macquarie, pursuant to which the Company has granted to Macquarie an exclusive right to use the Crude Storage Tanks and Included Product Tanks (to the extent that such exclusive right can be granted) in connection with this Agreement.

“Sub-Bareboat Charter” means, in respect of an Included Barge, the relevant sub-bareboat charter entered into between Company and the relevant Barge Operator in respect of that Included Barge.

“Subsidiaries” means, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Swap Payment Amount”Supply/Offtake Consultation Notice” has the meaning specified in Section 019.6(b).

“Target Month End Company Product Volume” means the commercially reasonable projected volume for Product in the Company Storage Locations at the end of the applicable Delivery Month as set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Product purchases, run rates and sales for the applicable period.

“Target Month End Crude Inventory Volume” means the commercially reasonably projected volume for (i) Crude Oil in the Crude Storage Tanks; plus (ii) Crude Cargo Rollover Barrels, in each case, at the end of the Delivery Month set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Crude Oil purchases, run rates and sales for the applicable period.

“Target Month End Product Inventory Volume” means the commercially reasonably projected volume for Product in the Included Product Locations at the end of the applicable Delivery Month as set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Product purchases, run rates and sales for the applicable period.

“Target Month End Product Volume” means the Target Month End Product Inventory Volume and Target Month End Company Product Volume, collectively.

“Tax” or “Taxes” has the meaning specified in Section 16.1(a).

“Term” has the meaning specified in Section 3.1.

“Term Loan Agent” means Cantor Fitzgerald Securities, in its capacity as agent under, as the context may require, either or both of the Pre-Petition Financing Agreement and the Post-Petition Financing Agreement.

“Termination Amount” means, without duplication, the total net amount owed by one Party to the other Party upon termination of this Agreement under Section 21.2(a).

“Termination Date” has the meaning specified in Section 21.1.

“Termination Date Crude Oil Volumes” has the meaning specified in Section 21.1(c).

“Termination Date Product Volumes” has the meaning specified in Section 21.1(c).

“Termination Date Volumes” has the meaning specified in Section 21.1(c).

“Termination Event” has the meaning specified in Section 20.3(a).

“Termination Notice” has the meaning specified in Section 20.3(b).

“Termination Reconciliation Statement” has the meaning specified in Section 21.2(c).

“Third Party Offtaker” means any purchaser of Crude Oil under an Included Crude Sales Transaction or Product under an Included Sales Transaction (in each case, other than the Company).

“Third Party Storage Agreements” means the BWC Agreements (but only from (and including) the relevant BWC Inclusion Date), the Center Point Agreements (but only from (and including) the relevant Center Point Inclusion Date), the Plains Agreement and any other agreements entered into between or among the Company, Macquarie and/or a Third Party Storage Provider designated as “Third Party Storage Agreements” by Macquarie and the Company.

“Third Party Storage Provider” means:

“Third Party Supplier” means any seller of Crude Oil under a Macquarie Crude Procurement Contract or Product under an Included Product Purchase Transaction (in each case, other than the Company).

“Third Party Supplier Crude Purchase Amount” has the meaning specified in Section 6.4.

“Third Party Supply/Offtake Agreement” means collectively, the Macquarie Crude Procurement Contracts, Included Product Purchase Transaction, Included Crude Sales Transactions, Included Sales Transactions, the Shell Crude Supply Agreement, a Tripartite Crude Supply Agreement, an Intermediated Product Offtake Contract and a Tripartite Product Offtake Agreement.

“Third Party Terminalling AgreementsAgreement” means:

(a) (b) in respect of the Center Point Storage Facilities from (and including) the relevant Center Point Inclusion Date, the relevant Center Point Terminalling Agreement;

(b) (c) in respect of the Plains Storage Facilities, the Plains Terminalling Agreement; and

(c) (d) in respect of any other Third Party Storage Provider, the terminalling services agreement entered into between the Company and such other Third Party Storage Provider.

“Transaction Document” means (i) any of this Agreement, the Inventory Sales Agreement, the Storage Facilities Agreement, the Step-Out Inventory Sales Agreement, the Guaranties, the Required Storage and Transportation Arrangements, the Fee Letter, the Independent Amount Letter, the Lien Documents, the Intercreditor Agreement, the Master Agreement, the Convenience Exchange Agreement, the Third Party Storage Agreements, the Interim Crude Supply Agreement, the Interim Crude Supply Assignment Agreement, the Shell Crude Supply Agreement, the Tripartite Crude Supply Agreement, the Intermediated Product Offtake Contracts, each Tripartite Product Offtake Agreement, any Macquarie Crude Procurement Contract, Included Crude Sales Transaction, Included Sales Transaction or Included Product Purchase Transaction; and (ii) any other agreement or instrument contemplated hereby or executed in connection herewith, including any guarantees or other credit support documents as may be from time to time provided by the Company and/or any of its Affiliates; provided, however, that (1) none of (a) that certain 2002 ISDA Master Agreement, dated as of April 1, 2022, including all schedules and annexes thereto, by and between Macquarie Bank Limited and the Company (the “MBL Secured ISDA”), (b) the Vertex Renewables SOA; (c) the Vertex Refining Guaranty; and (d) any other Vertex Renewables Transaction Documents that are not otherwise expressly listed as Transaction Documents under sub-paragraph (i) above shall constitute “Transaction Documents”. ; and (2) (a) the Tripartite Crude Supply Agreement and Shell Crude Supply Agreement will only constitute Transaction Documents to the extent that Macquarie has made a “Positive Election” (as defined in the Tripartite Crude Supply Agreement relating to the Shell Crude Supply Agreement) for a delivery month; and (b) any other Tripartite Crude Supply Agreement, Tripartite Product Offtake Agreement or similar tripartite agreement entered into on or after the Restructuring Effective Date but with a similar election mechanism as the Tripartite Crude Supply Agreement relating to the Shell Crude Supply Agreement will only constitute a Transaction Document to the extent that Macquarie has made a “Positive Election” (howsoever described or defined) in that relevant agreement, but in the case of (a) or (b), only in respect of the portion thereof assigned to Macquarie in respect of a month.

“Transaction Obligations” means all obligations, including Obligations, owing from time to time by the Parent, Vertex Renewables, the Company and any of the Company’s Subsidiaries to Macquarie pursuant to this Agreement, the Guaranties or any other Transaction Document and shall include, without limitation, (a) all principal, premium, if any, reimbursement obligations, interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) in accordance with the relevant Transaction Document and (b) all fees, costs, expenses, indemnifications, damages, guarantees, and charges and other liabilities or amounts incurred in connection with any of the Transaction Documents and provided for thereunder, in the case of each of clause (a) and clause (b) whether before or after commencement of an Insolvency or Liquidation Proceeding and irrespective of whether any claim for such interest, fees, costs, expenses, indemnifications, damages, guarantees, charges or other liabilities or amounts is allowed as a claim in such Insolvency or Liquidation Proceeding; provided, however, that, for the avoidance of doubt, obligations of the Company pursuant to the Vertex Refining Guaranty shall not constitute “Transaction Obligations”.

“Transaction Supplement” has the meaning given to that term in Section 5.2(d).

“Transactions” has the meaning given to that term in Section 11.5.

“Transitional Extension Fee” has the meaning specified in the Fee Letter.

“Transitional Support Period” has the meaning specified in Section 3.1.

“Tripartite Crude Supply Agreement” means (1) the tripartite agreement among the Company, Macquarie and the Permitted Supplier in relation to the Shell Crude Supply Agreement; and (2) any tripartite agreement entered into among the Company, Macquarie and a Third Party Supplier on the Third Party Supplier List in relation to a Macquarie Crude Procurement Contract.

“Tripartite Product Offtake Agreement” means any tripartite agreement entered into among the Parties and the relevant offtaker in relation to an Intermediated Product Offtake Contract.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Unrestricted Cash” means cash or Cash Equivalents:

in each case of (i) through (iv), preventing such cash or Cash Equivalents from being applied to the payment of the “Obligations” (as defined inany of the Company’s or Vertex Renewables’ payment obligations under the Existing Financing Agreements) or any of the Company’s or Vertex Renewables’ payment obligations under, the Transaction Documents and the Vertex Renewables Transaction Documents (without duplication);

“Unwind Period” means the period from, and including, the date on which an Acceleration Notice is delivered to the Company by Macquarie to, and excluding, the Macquarie Unwind Termination Date.

“Unwind Procedures” means the unwind procedures set out in Sections 20.5 to 20.920.9 (inclusive).

“U.S.” means the United States of America.

“Vertex Party” means each of the Parent, the Company and Vertex Renewables (together, the “Vertex Parties”).

“Vertex Refining Guaranty” means 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 Company guarantees the obligations of Vertex Renewables under the Vertex Renewables Transaction Documents.

“Vertex Renewables” means Vertex Renewables Alabama LLC, a Delaware limited liability company, located at 1331 Gemini Street, Suite 250, Houston, Texas, TX 77058-2764 United States.

“Vertex Renewables Guarantor” means:

(collectively, the “Vertex Renewables Guarantors”).

“Vertex Renewables SOA” means the supply and offtake agreement entered into between Vertex Renewables and Macquarie on May 26, 2023 as may be further amended, amended and restated, and/or supplemented or varied from time to time.

“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”).

“Vertex Renewables Transaction Documents” has the meaning given to the term “Transaction Documents” in the Vertex Renewables SOA.

“VR Guaranty” has the meaning specified in the definition of “Guaranties”.

“Volume Determination Procedures” means (a) in respect of determining the Net Storage Volume of Crude Oil in the Crude Storage Tanks or Products in the Included Product TanksStorage Locations (other than any Included Storage Locations that are Included Barges), the Company’s ordinary daily and month-end procedures, which include manually gauging each Crude Storage Tank or Included Product Tank owned by Company on the last day of the month to ensure that the automated tank level readings are accurate to within a tolerance of two inches; provided that if the automated reading cannot be calibrated to be within such tolerance, “Volume Determination Procedures” shall include the manual gauge reading in the Company’s calculation of month-end inventory; (b) in respect of determining the Net Storage Volume of Products in the Included Product Tanks owned by any third party, using the volumes reported on the most recently available daily reports or monthly statements in respect of such tanks; (c) in respect of the linefill in the Included Crude Pipelines, such pipelines shall be deemed full, except when products owned by third parties are flowing through such pipelines, and; (d) in respect to linefill or stored barrels in an Included Crude Pipelines owned by third parties, the most recently available daily storage reports or monthly statements indicating the amount of Crude Oil in respect of such pipelines, adjusted for best available information for daily injections and receipts since the last storage report date; and (e) in respect of determining the Net Storage Volume of Crude Oil or Products in the Included Barges, the most recent volume reports prepared by the operators of such Included Barges.

“Weekly Crude Projection” has the meaning specified in Section 5.1(c).

“Weekly Product Projection” has the meaning specified in Section 8.3(c).

“Weekly Variance Report” has the meaning specified in the Post-Petition Financing Agreement.

(the “Term”). The and the last day of the Term is, the “Expiration Date”. Unless an Optional Early Termination Date or an RD Early Termination Date is designated). In considering whether or not to consent to a Term Extension Request, Macquarie shall take into account factors such as it, in its sole discretion, deems relevant, including, without limitation, the application of Macquarie’s Policies and Procedures, whether the most recent Cashflow Forecast delivered to it pursuant to Section 3.2, the Term shall be automatically extended for a further year period on the date that is the then prevailing Expiration Date.

3.2 14.2(i)(i) evidences the Company’s ability to comply with the Minimum Liquidity Requirement for the duration of the Term (as so extended) and if a Default or Event of Default has occurred and is continuing with respect to the Company or if a Early Termination RightsEvent has occurred.

(c) During the period from (and including) the date on which a notice to terminate has been delivered to Macquarie or to the Company, under Section 3.1(b) or Section 3.2(a), as the case may be, but prior to occurrence of the Optional Early Termination Date or the RD Early Termination Date, as applicable, (i) each of the Parties shall cooperate in good faith and in a commercially reasonable manner with the other Party to implement an orderly transition and (ii) Macquarie will agree to use commercially reasonable efforts to facilitate a sale of all of Crude Oil and Products then stored Included Storage Locations to the Company or to a replacement intermediation provider, as the case may be.

but only to the extent that the foregoing requirements are consistent with the terms of the Shell Crude Supply Agreement and the Tripartite Crude Supply Agreement relating thereto as in effect after the commencement of the Chapter 11 Cases, the entry of the Interim Intermediation Order and/or the Final Intermediation Order.

(A) the Permitted Supplier’s Crude Confirmation for that Delivery Month (a “Monthly Crude Confirmation”); and

in each case, the Crude Oil set out in each Monthly Crude Confirmation accepted by Macquarie.for a Delivery Month or as may be determined in accordance with the Monthly Crude Purchase Offer for that Delivery Month. The Company and Macquarie acknowledge and agree that (x) Macquarie shall be under no obligation to enter into a Macquarie Crude Procurement Contract unless Macquarie determines, in good faith and in a commercially reasonable manner, that the Commitment Requirements are met in relation to any request to enter into a Macquarie Crude Procurement Contract and accordingly, Macquarie may reject a request to enter into a Macquarie Crude Procurement Contract if it determines, in good faith and in a commercially reasonable manner, that such Commitment Requirements are not met in relation to that Macquarie Crude Procurement Contract; (y) the entry into each Macquarie Crude Procurement Contract shall constitute an extension of credit and a “financial accommodation” to or for the benefit of the Company within the meaning of Section 365(c)(2) and 365(e)(2) of the Bankruptcy Code; and (z) if Macquarie determines that the Commitment Requirements are met in relation to a request to enter into a Macquarie Crude Procurement Contract, the provisions of Section 5.2(d) below shall apply.

by providing Macquarie with a notice in the relevant form set out in Schedule L (Form of Transaction Supplement) (a “Transaction Supplement”) or in such other form as may be agreed by the Parties in writing from time to time which:

(B) agree(1)        agreeing to terms with the relevant Third Party Supplier to permit Macquarie to disclose the resultant Macquarie Crude Procurement Contract and related information to the Company,; and

in each case, at the same time as its delivery of the relevant Transaction Supplement or as soon as practicable thereafter (and, in any case, prior to Macquarie and the relevant Third Party Supplier entering into the relevant Macquarie Crude Procurement Contract).

(ii) the procurement of such Refinery Procured Crude Barrels by the Company does not breach and/or would not cause the Company or Macquarie to breach the terms of the Shell Crude Supply Agreement or the Tripartite Crude Supply Agreement;