UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: January 15, 2016

VERTEX ENERGY, INC.
(Exact name of registrant as specified in its charter)

Nevada
001-11476
94-3439569
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)

1331 Gemini Street
Suite 250
Houston, Texas 77058
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:  (866) 660-8156

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[__]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[__]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[__]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[__]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
 
 
 
 
 
 
Item 8.01 Other Events.

On December 3, 2015, and effective January 1, 2016, Vertex Energy, Inc. (the “ Company ”, “ we ” and “ us ”) entered into a Second Amendment to Processing Agreement with KMTEX LLC (previously KMTEX Ltd., “ KMTEX ”), which amended the April 17, 2013 (effective June 1, 2012) Tolling Agreement we are party to with KMTEX, as previously amended by the First Amendment entered into in November 2013, and effective November 1, 2013. The amendment formally extended the date of the initial term of the Tolling Agreement to December 31, 2016, provided that if not terminated by either party by written notice to the other, received within ninety (90) days prior to the expiration of the initial term, as amended (or any Extension Term, defined below), the agreement automatically renews for a successive one (1) year period (an “ Extension Term ”). The Tolling Agreement can be automatically extended for up to six (6) Extension Terms from the end of the extended initial term.  The amendment also updated the pricing terms of the agreement.
 
Item 9.01. Financial Statements and Exhibits.
  
Exhibit No.
Description
10.1*#
Second Amendment to Processing Agreement between KMTEX LLC and Vertex Energy, Inc., dated December 3, 2015 and effective January 1, 2016 
   

* Filed herewith.
 
# Certain portions of this document as filed herewith (which portions have been replaced by “ ***’s ”) have been omitted in connection with a request for Confidential Treatment which has been submitted to the Commission in connection with this filing. This entire exhibit including the omitted confidential information has been filed separately with the Commission. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
VERTEX ENERGY, INC.
   
Date: January 15, 2016
By:  /s/ Chris Carlson
 
Chris Carlson
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit No.
Description
10.1*#
Second Amendment to Processing Agreement between KMTEX LLC and Vertex Energy, Inc., dated December 3, 2015 and effective January 1, 2016 

* Filed herewith.
 
# Certain portions of this document as filed herewith (which portions have been replaced by “ ***’s ”) have been omitted in connection with a request for Confidential Treatment which has been submitted to the Commission in connection with this filing. This entire exhibit including the omitted confidential information has been filed separately with the Commission. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 10.2
 
 
**************************************************
MATERIAL BELOW MARKED BY AN “***” HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THIS ENTIRE EXHIBIT INCLUDING THE OMITTED CONFIDENTIAL INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
**************************************************

SECOND AMENDMENT TO PROCESSING AGREEMENT

This SECOND AMENDMENT TO PROCESSING AGREEMENT (2 nd Amendment”) is entered into effective this 1 st day of January, 2016 (“Effective Date”) by and between Vertex Energy, Inc., a Texas Corporation having an office at 200 Atlantic Pipeline Road (“CUSTOMER”) and KMTEX LLC, Texas Limited Liability Corporation, having an office at 333 North Sam Houston Parkway East, Suite 1250, Houston, Texas 77060 (“KMTEX”).

WITNESSETH

WHEREAS, effective July 1, 2012, CUSTOMER and KMTEX entered into an agreement for the processing of certain petroleum distillates (“Processing Agreement”);

WHEREAS, effective November 1, 2013, CUSTOMER and KMTEX amended the Agreement for the processing of certain petroleum distillates (“First Amendment to the Processing Agreement”);

WHEREAS, CUSTOMER and KMTEX wish to restate and revise the term and fee schedule of the Processing Agreement;

NOW THEREFORE, these premises considered, the parties agree to amend the Processing Agreement as follows:


1.           Section 2.1 of the Agreement under Article 2 entitled Term and Termination will be deleted in its entirety and the following substituted in its place:

Section 2.1
This agreement commences on the Effective Date and its Initial Term shall expire on December 31, 2016, subject to the other provisions in this Agreement, or as otherwise agreed to by the Parties.

2.           Attachment D entitled Fees & Quantities will be deleted in its entirety and the following substituted in its place:


 
 
 
 
**************************************************
MATERIAL BELOW MARKED BY AN “***” HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THIS ENTIRE EXHIBIT INCLUDING THE OMITTED CONFIDENTIAL INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
**************************************************

Attachment-D - Fees & Quantities

 
·
PYGAS FEED
 
o
Processing fee:  $*** per pound of Pygas Feed processed.
 
§
Includes a dedicated *** barrel tank for Pygas Feed and a *** barrel tank for overheads.  These tanks will be provided at no charge as long as a minimum cumulative throughput of *** barrels of material is processed quarterly.  In the event the throughput falls below target, KMTEX reserves the right to charge tank rental or designate the tanks for other service.
 
·
The Pygas TOPS portion of the finished product must ship out within 10 calendar days after processing is complete and the material balance has been reported.  After such time KMTEX shall charge $*** per day penalty for each day the material remains in KMTEX storage.
 
·
VSR FEED
 
o
Processing Fee:  $*** per pound of VSR Feed processed.  In the event that the processing rates of a feed material are significantly reduced due to a change in composition that directly effects processing, KMTEX reserves the right to renegotiate the processing fee of that particular feed material.
 
§
Includes a *** barrel tank for overheads which must ship out within 10 calendar days after processing is complete and the material balance has been reported.  After such time KMTEX shall charge $*** per day penalty for each day the material remains in KMTEX storage.
 
·
TANK RENTAL
 
o
Tank rental  rates to support VSR Feed processing as follows:
 
·
$***/month for the following tanks:
 
o
VSR Feed:  *** or *** barrel tank
 
o
VSR & Pygas Bottoms: *** barrel tank for combined use to support Pygas and VSR Feed processing
 
o
Additional *** gallons of storage to supplement Pygas and VSR Feed processing
 
·
Additional Tank rental rates as follows
 
o
$***/month ($***/day) for an *** barrel tank
 
o
$***/month ($***/day) for a *** barrel tank
 
o
$***/month ($***/day) for a *** barrel tank
 
o
$***/month ($***/day) for  a *** gallon tank
 
o
$***/month ($***/day) for a *** gallon tank
 
·
GENERAL TERMS:
 
o
KMTEX will terminal, accumulate and blend materials and charge for tank rental and handling.
 
§
In and out charges for additional terminalled product as follows:
 
·
$*** per tank truck of incoming unprocessed material
 
·
$*** per railcar unloaded of unprocessed material
 
§
PROCESSING BY-PRODUCTS: CUSTOMER will be responsible for the expense associated with disposal of any high flash non-hazardous water generated from processing at a cost of $***/gallon, and any low flash hazardous water generated from processing at a cost of $***/gallon; provided, however, such disposal cost
 
 
 
2
 
 
**************************************************
MATERIAL BELOW MARKED BY AN “***” HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THIS ENTIRE EXHIBIT INCLUDING THE OMITTED CONFIDENTIAL INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
**************************************************

shall be limited to disposal of water that is attributable to the water content of the Feed.
 
o
Regarding Additives
 
§
All additives being delivered to KMTEX will have to be scheduled with the KMTEX logistics department and an unloading time assigned.
 
§
All additives will have to be labeled with CUSTOMER name on the side of the drum / tote.
 
§
There will be a charge of one dollar per gallon for each additive administered with a minimum charge of $ *** for each additive.
 
§
It will be the responsibility of the CUSTOMER for the disposal of their empty drums.  In the event that KMTEX has to dispose of any drums, there will be a charge of $ *** per drum.
 
§
Anytime CUSTOMER requests a nitrogen roll on a take there will be a charge of $ *** per hour.
 
§
It will be the responsibility of the CUSTOMER for the disposal of their empty drums.  In the event that KMTEX has to dispose of any drums, there will be a charge of $ *** per drum.
 
o
Shipping Charges for samples and other customer requested shipments will be billed at ***


3.           Miscellaneous

All other provisions of the Processing Agreement not specifically amended herein shall remain the same and shall be in full force and effect.
 
 

 
 
3
 
This 2 nd Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument.

WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their duly authorized representative effective on January 1, 2016.

VERTEX ENERGY, INC.

By:  /s/ Matthew Dupay                                                                                                                              

Name:  Matthew Dupay                                                                                                                    

Title:  Manager of Refining and Marketing                                                                                      

Date:  12/3/15                                                                                                     

KMTEX LLC.

By:  /s/ Will Baker                                        
                                                      
Name:  Will Baker                                            

Title:  Business Development Manager      

Date:  12/2/15                                               
 
 
 
 
 
 
 
                                                      
 
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