0001193125-10-025979 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • February 9th, 2010 • Heckmann CORP • Blank checks

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged by the undersigned, and in consideration of the transactions evidenced by the LLC Agreement and the O&R Agreement described below, the undersigned Guarantor (the “Guarantor”) hereby furnishes its guaranty (the “Guaranty”) of the Guarantied Obligations (as hereinafter defined), this 4th day of February, 2010, as follows:

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OPERATIONS AND REIMBURSEMENT AGREEMENT Dated as of February 4, 2010 by and between ETC WATER SOLUTIONS, LLC as Operator and ENERGY TRANSFER WATER SOLUTIONS JV, LLC as Owner
Operations and Reimbursement Agreement • February 9th, 2010 • Heckmann CORP • Blank checks • Texas

This Operations and Reimbursement Agreement is entered into this 4th day of February, 2010 (the “Effective Date”) by and between ETC WATER SOLUTIONS, LLC, a Delaware limited liability company (“Operator”), and Energy Transfer Water Solutions JV, LLC, a Delaware limited liability company (“Owner”). Each of Operator and Owner is sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

OPERATIONS AND REIMBURSEMENT AGREEMENT Dated as of February 4, 2010 by and between HEK WATER SOLUTIONS, LLC as Operator and ENERGY TRANSFER WATER SOLUTIONS JV, LLC as Owner
Operations and Reimbursement Agreement • February 9th, 2010 • Heckmann CORP • Blank checks • Texas

This Operations and Reimbursement Agreement is entered into this 4th day of February, 2010 (the “Effective Date”) by and between HEK WATER SOLUTIONS, LLC, a Delaware limited liability company (“Operator”), and Energy Transfer Water Solutions JV, LLC, a Delaware limited liability company (“Owner”). Each of Operator and Owner is sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

LIMITED LIABILITY COMPANY AGREEMENT OF ENERGY TRANSFER WATER SOLUTIONS JV, LLC A DELAWARE LIMITED LIABILITY COMPANY February 4, 2010 by and between ETC WATER SOLUTIONS, LLC and HEK WATER SOLUTIONS, LLC
Limited Liability Company Agreement • February 9th, 2010 • Heckmann CORP • Blank checks • Delaware

This Limited Liability Company Agreement of Energy Transfer Water Solutions JV, LLC, dated February 4, 2010 (the “Effective Date”), is (a) adopted by the Members (as defined below) and (b) executed and agreed to, for good and valuable consideration, by the Members.

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