EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 6th, 2012 • Heckmann Corp • Oil & gas field services, nec • Arizona
This Executive Employment Agreement between Heckmann Corporation (the “Company”) and Richard J. Heckmann (“Executive”), made on this 30th day of November, 2012 (the “Effective Date”) (the “Agreement”). The Company and Executive hereby agree to the employment of Executive by the Company on the following terms and conditions:
Badlands Power Fuels, LLC Mark D. Johnsrud Watford City, North Dakota 58854 Dear Mark:Heckmann Corp • December 6th, 2012 • Oil & gas field services, nec • Delaware
Heckmann Corporation, a Delaware corporation (“Parent”), Rough Rider Acquisition, LLC, a Delaware limited liability company (“Buyer”), Badlands Power Fuels, LLC, a North Dakota limited liability company (“Power Fuels”) and Mark D. Johnsrud (“Johnsrud”) have entered into that certain Agreement and Plan of Merger dated as of September 3, 2012, and attached hereto as Exhibit A (the “Merger Agreement”), pursuant to which Buyer will merge with and into Power Fuels. In order for the parties to induce one another to close the transactions contemplated by the Merger Agreement on November 30, 2012, Parent, Buyer, Seller and Johnsrud covenant and agree to the terms and conditions set forth in this letter agreement (this “Letter Agreement”). All capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement.
MASTER ASSIGNMENT, AGREEMENT, AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT AND RELATED DOCUMENTSCredit Agreement • December 6th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
This Master Assignment, Agreement, and Amendment No. 1 and Waiver to Credit Agreement and Related Documents (this “Agreement”) dated as of November 30, 2012 (the “Effective Date”) is among Heckmann Corporation, a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (the “Guarantors”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), issuing lender (in such capacity, the “Issuing Lender”) and swing line lender (in such capacity, the “Swing Line Lender”), Bank of America, N.A., U.S. Bank National Association, and TriState Capital Bank (each in its individual capacity, a “New Lender”), and each other party hereto that is a Lender under the Credit Agreement referred to below (each in its individual capacity, an “Existing Lender”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 6th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2012, by and between Heckmann Corporation, a Delaware corporation as successor to Predecessor Issuer (defined below) (the “Successor Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below.
STOCKHOLDER’S AGREEMENT dated as of November 30, 2012 by and between HECKMANN CORPORATION, a Delaware corporation, and MARK D. JOHNSRUD, an individual residing in the state of North DakotaStockholder’s Agreement • December 6th, 2012 • Heckmann Corp • Oil & gas field services, nec • Delaware
This Stockholder’s Agreement (this “Agreement”) is made as of November 30, 2012 by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Mark D. Johnsrud, an individual residing in the state of North Dakota (the “Stockholder”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • December 6th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2012, among Badlands Power Fuels LLC, a Delaware limited liability company (“Power Fuels”), Badlands Power Fuels, LLC, a North Dakota limited liability company (“ND Power Fuels”), Landtech Enterprises, L.L.C., a North Dakota limited liability company (“Landtech”) and Badlands Leasing, LLC, a North Dakota limited liability company (“Leasing” and, collectively with Power Fuels, ND Power Fuels and Landtech, the “Guaranteeing Subsidiaries”), each a subsidiary of Heckmann Corporation, 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”).
JOINDER AGREEMENT November 30, 2012Joinder Agreement • December 6th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
Pursuant to Section 5(s) of the Purchase Agreement, such section being an inducement to the Initial Purchasers to enter into the Purchase Agreement, each of the undersigned hereby executes this joinder agreement (the “Joinder Agreement”), whereby each of the undersigned agrees to accede, as a Guarantor, to the terms, applicable to Guarantors, of the registration rights agreement (the “Registration Rights Agreement”), dated as of November 5, 2012 (the “Closing Date”), among Heckmann Corporation, a Delaware corporation (the “Company”), the Guarantors named therein and the Initial Purchasers. Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement.
