HECKMANN CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
HECKMANN CORPORATION, a Delaware corporation (the “Company”) is issuing and selling to Jefferies & Company, Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated April 4, 2012, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $250,000,000 aggregate principal amount of 9.875% Senior Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
CREDIT AGREEMENT dated as of April 10, 2012 Among HECKMANN CORPORATION as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender and Swing Line Lender, and THE LENDERS NAMED HEREIN as Lenders WELLS FARGO SECURITIES,...Credit Agreement • April 13th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
This CREDIT AGREEMENT dated as of April 10, 2012 (the “Agreement”) is among Heckmann Corporation, a Delaware corporation (the “Borrower”), the Lenders (as defined below) and Wells Fargo Bank, National Association as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swing Line Lender (as defined below).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 13th, 2012 • Heckmann Corp • Oil & gas field services, nec • California
This Amended and Restated Executive Employment Agreement between Heckmann Corporation (the “Company”) and James Devlin (“Executive”), made effective on this 2nd day of April, 2012 (the “Agreement”) amends and restates the Executive Employment Agreement between the Thermo Fluids, Inc. and Executive originally effective on November 3, 2010. It is expressly understood this agreement is contingent upon the consummation of the proposed acquisition of Thermo Fluids Inc. by the Company on or about April 2, 2012. The Company has no expressed or implied obligation to employ or, otherwise, hire Executive should the proposed transaction not successfully close. The Company and Executive hereby agree to the employment of Executive by the Company on the following terms and conditions:
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 13th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 10, 2012, among Heckmann Hyrdrocarbons Holdings Corporation, a Delaware corporation (“HHHC”), TFI Holdings, Inc., a Delaware corporation (“Holdings”), Thermo Fluids Inc., a Delaware corporation (“TFI” and, collectively with HHHC and Holdings, the “Guaranteeing Subsidiaries”), each a subsidiary of Heckmann Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
