THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

1.    

Definitions. Capitalized terms used herein without definition or not amended in this Third Amendment shall have the meaning assigned to such terms in the Credit Agreement. This Third Amendment shall constitute a Loan Document under (and as defined in) the Credit Agreement for all purposes.

2.    

A.    

Clause (a) contained in the definition of Availability Period is hereby amended by inserting, immediately following the reference to “Maturity Date” the following new words: “applicable to the Revolving Loans”.

B.    

Clause (c) contained in the definition of Availability Period is hereby amended by deleting the reference to “Loans” contained therein and inserting in place thereof the following new words: “Revolving Loans”.

C.    

The definition of Base Rate Loan is hereby deleted and replaced with the following:

D.    

The definition of Commitment is hereby deleted and replaced with the following new definition in the appropriate alphabetical order (and the term “Commitment” shall be replaced with the term “Revolver Commitment” wherever it appears in the Loan Agreement or any other Loan Document):

E.    

The definition of Credit Extension is hereby deleted and replaced with the following:

F.    

The definition of Eurodollar Rate Loan is hereby deleted and replaced with the following:

G.    

The following definitions are added to Section 1.01 in the appropriate alphabetical order:

H.    

The definition of Interest Payment Date is hereby amended by deleting each reference to “Maturity Date” contained therein and by replacing it with the following new words: “applicable Maturity Date for such Loan”.

I.    

Clause (iii) contained in the definition of Interest Period is hereby amended by inserting, immediately before the reference to “Maturity Date” the following new word: “applicable”.

J.    

The definition of L/C Expiration Date is hereby amended by inserting, immediately after the reference to “Maturity Date” contained therein the following new words: “applicable to Revolving Loans”.

K.    

The definition of Loan is hereby deleted and replaced with the following:

L.    

The definition of Maturity Date is hereby deleted and replaced with the following:

M.    

The definition of Note is hereby deleted and replaced with the following:

N.    

The following definitions are added to Section 1.01 in the appropriate alphabetical order:

3.    

Amendments to Section 2.01 of the Credit Agreement. Section 2.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

4.    

Amendments to Sections 2.03, 2.04(b) and 2.05 of the Credit Agreement. Each of Section 2.03(a)(i), Section 2.04(b) and 2.05 of the Credit Agreement is amended by deleting the reference therein to “Total Outstandings” and replacing it with the following: “Total Revolver Outstandings”.

5.    

Additional amendments to Section 2.04 of the Credit Agreement. The following new subsection (c) is hereby added to Section 2.04 of the Credit Agreement:

6.    

Amendments to Section 2.06 of the Credit Agreement. Section 2.06 of the Credit Agreement is hereby deleted and replaced with the following:

7.    

Amendments to Section 2.07 of the Credit Agreement. Section 2.07(c) of the Credit Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following sentence: “Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable to such Loan.”

8.    

Amendments to Section 2.08 of the Credit Agreement. Section 2.08 of the Credit Agreement is hereby amended (x) by inserting, immediately following the reference to “Maturity Date” the following new words: “applicable to Revolving Loans” and (y) by deleting the reference to “Total Outstandings” contained therein and replacing it with the following new words: “Total Revolver Outstandings”.

9.    

Amendments to Section 2.10 of the Credit Agreement. Section 2.10 of the Credit Agreement is hereby deleted and replaced with the following:

10.    

Addition of New Section 2.12 to the Credit Agreement. The following new Section 2.12 is hereby added to the Credit Agreement:

11.    

Amendments to Section 6.11 of the Credit Agreement. Section 6.11 of the Credit Agreement is hereby amended to add the following proviso at the end thereof: “, provided that the proceeds of the Term A Loan shall be used solely in connection with the financing of the Oil Re-Refining Project”.

12.    

Amendments to Section 6.12 of the Credit Agreement. Section 6.12(d) of the Credit Agreement is hereby deleted and replaced with the following:

13.    

Amendment to Exhibits. The Credit Agreement is amended by adding Exhibit B-2 thereto, which such Exhibit is attached hereto as Annex 1.

14.    

Conditions to Effectiveness. This Third Amendment shall become effective as of the date hereof, upon the satisfaction of each of the following conditions:

A.    

The receipt by the Lender of a counterpart signature page to this Third Amendment and the Term A Note duly executed and delivered by the Borrower and, as applicable, the Parent and the Lender.

B.    

The receipt by the Lender of satisfactory evidence that the Borrower has satisfied the conditions to the Term A Loan set forth in Section 2.01 (b)(x) (as added hereby) (equity investment) and Section 2.01(b)(y) (as added hereby) (Total Leverage Ratio), including delivery of a satisfactory pro forma Compliance Certificate.

C.    

The Lender shall be satisfied with its due diligence relating to the Oil Re-Refining Project and shall be satisfied that it has a first-priority perfected security interest in (i) all of the Equity Interests in the Borrower, including any such additional Equity Interests issued in connection with the contribution of the $22,000,000 contemplated herein and (ii) to the extent required by the Lender, the assets and properties comprising the Oil Re-Refining Project.

D.    

The receipt by the Lender of the financial statements required by Section 6.01(b) of the Credit Agreement for the most recently ended fiscal quarter of the Borrower, and the certificates with respect thereto required by Section 6.02 of the Credit Agreement, and such financial statements and certificates shall not reflect the occurrence of any Material Adverse Effect since the most recent completed audited financial statements. No other event shall have occurred prior to the Term A Loan Effective Date constituting a Material Adverse Effect.

E.    

There shall be an absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.

F.    

All necessary consents and approvals to the Term A Loan, if any, shall have been obtained by the Borrower (and a copy of each thereof shall be provided to the Lender); and all required permits and licenses shall be in full force and effect.

G.    

All representations and warranties set forth in the Credit Agreement and the other Loan Documents, as amended, shall be true and correct, both before and after giving effect to the making of the Term A Loan.

H.    

The Lender shall have received updated financial projections and business assumptions covering the period of the Senior Credit Facilities, which shall be in form and substance reasonably satisfactory to the Lender.

I.    

The Lender shall have received satisfactory customary closing documents in connection with the Third Amendment, including, without limitation, (x) a satisfactory Officers' Certificate, that, among things, provides a bringdown with respect to the charter and by-laws (or similar document) of the Loan Parties and evidences the incumbency of the officers executing this Third Amendment and the authority of the Borrower to enter into the Term A Loan and the Revolver Increases, (y) satisfactory legal opinions with respect to the Third Amendment, including, without limitation, the Term A Loan and (z) any other document, certificate or diligence item requested by the Lender (including those consistent with the deliveries on the Closing Date).

J.    

The Lender shall have received such other information, reports, certificates or similar items from the Borrower as it may reasonably request (including regarding the Oil Re-Refining Project).

K.    

The Borrower shall have paid all fees and expenses of the Lender in connection with this Third Amendment or otherwise outstanding, including, without limitation, the reasonable fees and expenses of legal counsel to the Lender and the arrangement fee due and payable to the Lender pursuant to the separate fee letter between the Borrower and the Lender in connection with the Term A Loan.

15.    

Representations and Warranties. The Loan Parties represent and warrant to the Lender as follows:

A.    

The execution, delivery and performance of this Third Amendment, the Term A Note and each other Loan Document and the transactions contemplated hereby and thereby (i) are within the corporate (or the equivalent company or partnership) authority of each of the Loan Parties, (ii) have been duly authorized by all necessary corporate (or other) proceedings, (iii) do not conflict with or result in any material breach or contravention of any provision of law, statute, rule or regulation to which any of the Loan Parties is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Loan Parties so as to materially adversely affect the assets, business or any activity of the Loan Parties, and (iv) do not conflict with any provision of the corporate charter, articles or bylaws (or equivalent other company or partnership documents) of the Loan Parties or any agreement or other instrument binding upon the Loan Parties.

B.    

The execution, delivery and performance of this Third Amendment, the Term Note A and each other Loan Document will result in valid and legally binding obligations of the Borrower enforceable against the Borrower in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief or other equitable remedy is subject to the discretion of the court before which any proceeding therefor may be brought.

C.    

The execution, delivery and performance by the Borrower of this Third Amendment, the Term A Note and each other Loan Document and the transactions contemplated hereby and thereby do not require any approval or consent of, or filing with, any governmental agency or authority other than those already obtained, if any.

D.    

The representations and warranties contained in Article V of the Credit Agreement are true and correct as of the date hereof as though made on and as of the date hereof (including, without limitation, as to the Oil Re- Refining Project), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. For purposes of this Clause (D), the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) of the Credit Agreement.

E.    

Both before and after the making of the Term A Loan (including each advance thereunder), each of the Loan Parties are and will be solvent (i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured and it does not have unreasonably small capital) and has, and expects to have, the ability to pay its debts from time to time incurred as such debts mature.

F.    

Both before and after giving effect to this Third Amendment, no Default or Event of Default under (and as defined in) the Credit Agreement has occurred and is continuing.

16.    

No Waiver. Nothing contained herein shall be deemed to (i) constitute a waiver of any Default or Event of Default that may heretofore or hereafter occur or have occurred and be continuing or, except as expressly set forth in this Third Amendment, to modify any provision of the Credit Agreement, or (ii) give raise to any defenses or counterclaims to the Lender's right to compel payment of the Obligations when due or to otherwise enforce its respective rights and remedies under the Credit Agreement and the other Loan Documents.

17.    

Ratification, etc. Except as expressly amended hereby, the Credit Agreement, the other Loan Documents and all documents, instruments and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. This Third Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement, any other Loan Document or any agreement or instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this Third Amendment.

18.    

19.    

Counterparts. This Third Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument. Any counterpart signed by all parties may be introduced into evidence in any action or proceeding without having to produce or account for the other counterparts. Likewise, the existence of this Third Amendment may be established by the introduction into evidence of counterparts that are separately signed, provided they are otherwise identical in all material respects. This Third Amendment and the Term A Note, to the extent signed and delivered by means of a facsimile machine or other electronic transmission in which the actual signature is evident, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto or thereto shall re-execute original forms hereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine or other electronic transmission in which the actual signature is evident to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other electronic transmission in which the actual signature is evident as a defense to the formation of a contract and each party forever waives such defense.