Provide a continuation for this: Vertex Energy, Inc. 8-K Exhibit 10.1 THE SYMBOL "[****]" DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED JOINT SUPPLY AND MARKETING AGREEMENT This Joint Supply and Marketing Agreement (hereinafter referred to as the "JSMA") shall be effective as of May 1, 2020 "the Commencement Date" and is made and entered into this 10t h day of January, 2020 between Bunker One (USA) Inc., with principal offices located at 107 St. Francis Street, Mobile, AL 36602 ("Bunker One"), and Vertex Energy Operating, LLC, with principal offices located at 1331 Gemini Suite 250, Houston, TX 77058 ("Vertex"). BUNKER ONE and VERTEX are hereinafter sometimes referred to as a Party or jointly as Parties. WHEREAS: A. Vertex currently owns a production facility in Marrero, LA which has the capacity to produce 100,000 bbls/mo. +/- 10 % of a feedstock/product (the "Output") that can be consumed as bunker suitable fuel for offshore use and use as a marine vessel's propulsion system. See Appendix A for qualities of the feedstock/product (the "Product"). B. Bunker One being a physical supplier of bunker fuel having blending expertise being able to utilize the Product together with associated physical assets for storage and transportation, leased and owned real property, tangible and intangible personal property, personnel, intellectual prop- erty and know-how (collectively the "Bunkering Business"). C. Pursuant to the terms of a Co-operation Agreement that went into effect on October 15, 2017 (the "Original COOA"), which addressed the sourcing, storing, transportation, marketing and selling of the Product in the states of Louisiana and Texas, Vertex agreed to sell, and Bunker One agreed to purchase, the Output (as defined in the above) each month. By virtue of entering into this JSMA the Parties intend to continue the activities previously conducted pursuant to the Original COOA and expand thereon as more particularly hereinbelow set forth. D. The overall objective of the Original COOA was to give the Parties the opportunity to further expand their business by co-operating in the sourcing, storing, transportation, marketing and selling of the Product in and around Louisiana and Texas, where (i) Vertex was primarily responsible for the sourcing and storing of the feedstock Product, (ii) Bunker One was primarily responsible for the transporting, blending, marketing, selling and delivering of the Product, (iii) Bunker One was responsible for the risk management/exposure (e.g. hedging) of the bunker fuels, and (iv) Bunker One was the exclusive seller of the Product to third parties. E. The Parties wish to amend and restate the Original COOA as a JSMA to extend the term, provide for the inclusion of new and existing businesses and territories not previously included in the Original COOA, and to address certain governance issues, all as more particularly hereinbelow provided.
Source: VERTEX ENERGY INC., 8-K, 1/13/2020
THE PARTIES hereto hereby agree as follows: 1. Definitions. "Area" means Texas, Louisiana, Alabama and areas immediately adjacent thereto if mutually agreed. "Bunker Holding", a Danish holding company and sole shareholder of Bunker One (USA) Inc.. "Business Day" means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00a.m. and close at 5:00p.m. Houston, Texas, time. "JSMA Output" has the meaning ascribed thereto in Section 2.1. "Effective Date" means the date as of which the last signature of a Party is affixed hereto. "Fiscal Year" shall mean the period beginning with May 1st in each calendar year and ending on the next succeeding April 30t h. "Hedge Position Value" means the then current settlement value of any and all open hedge transactions entered into by Bunker One as determined by Bunker One on a mark-to-market basis in a commercially reasonable manner. "Hedging Profit" means the greater of zero and the net gain on all hedging transactions closed and settled during the applicable Tracking Account reporting or settlement period, including any interest received by Bunker One with respect to any margin deposits made by Bunker One with any hedge transaction counterparties exclusive of any such amount in excess of that which would be taken into account by parties dealing at arm's length on a commercial basis. "Hedging Loss" means the lesser of zero and the net loss on all hedging transactions closed and settled during the applicable Tracking Account reporting or settlement period, including any in- terest received by Bunker One with respect to any margin deposits made by Bunker One with any hedge transaction counterparties exclusive of any such amount in excess of that which would be taken into account by parties dealing at arm's length on a commercial basis. "Interest Rate" means (a) with respect to a non-defaulting Party, a per annum rate of interest equal to USD 1M LIBOR as per the last fixing of the preceding month + 3.5 per cent pro anno (compounded monthly for each month or part thereof) and (b) with respect to a Defaulting Party, a per annum rate of interest equal to 5 % over the rate mentioned above in (a), provided, how- ever, that the rate set forth in (a) shall be adjusted by the Parties annually at the last meeting of the JDMB (as such term is defined in the Heads of Agreement entered into between the Parties as of January 10, 2020. "Inventory" shall mean the Product purchased by Bunker One pursuant to this Agreement. "Inventory Cost" shall mean the amount paid by Bunker One to Vertex for the Inventory.
Source: VERTEX ENERGY INC., 8-K, 1/13/2020
"Inventory Market Value" shall mean the then current market value of Inventory as determined by Bunker One on a mark-to-market basis in a commercially reasonable manner. "Inventory Resale Transaction(s)" shall mean any sale by Bunker One to a third party of the Inventory whether or not the Inventory is sold in the original condition delivered to Bunker One or is blended by Bunker One into a different product. "Nomination" shall be as defined in Section 2.6. "Output" has the meaning ascribed thereto in the recitals. "Product" has the meaning ascribed thereto in the recitals. "Remaining Exposure" means Total Exposure plus payments received by Bunker One and Vertex pursuant to this Agreement during the applicable Tracking Account Statement reporting period less payments made by Bunker One and Vertex pursuant to this Agreement during the applicable Tracking Account Statement reporting period. "Term Sheet" means that certain summary of terms regarding the proposed purchase of Series B1 Preferred Shares of Vertex Energy, Inc. dated November 25, 2019. "Total Exposure" means the sum of (i) Unrealized Gain on Hedging, (ii) Unrealized Loss on Hedg- ing, (iii) Unrealized Gain on Inventory, (iv) Unrealized Loss on Inventory and (v) Total Realized P/L. "Total Realized P/L" means and shall be equal to the sum of each monthly calculation of below following IFRS principles: (a) the sum of: (i) gross revenue received by Bunker One from any third party for Inventory Resale Transactions (but excluding for any applicable Tracking Account reporting or settlement period any such gross revenue that was included in a prior reporting or settlement period as described in clause (ii) immediately below), (ii) gross revenue due, but not yet received by Bunker One from any third party for Inventory which has been sold at a fixed price, whether or not delivered, (iii) Hedging Profit; and (iv) proceeds of insurance maintained by Bunker One with respect to the Inventory that are received by Bunker One; less (b) the sum of: (i) the measured cost of the goods sold, (ii) all actual costs incurred by Bunker One (U.S.) hereunder including, but not limited to costs for tank storage, tank expenses, tank cleaning, freight (includes fleeting/heating/tanker man/sparging), cargo insurance, inspection, demurrage, broker commissions, blending costs (including blending inventories/products, additives and other direct costs incurred in blending the Product for resale), financial charges, interest, Transfer Taxes and miscellaneous items,