Heritage-Crystal Clean, Inc. 1,740,000 Shares of Common Stock1 Underwriting AgreementHeritage-Crystal Clean, Inc. • March 7th, 2008 • Sanitary services • Illinois
William Blair & Company, L.L.C. As Representative of the Several Underwriters Named in Schedule A c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606
INDEMNITY AGREEMENTIndemnity Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Delaware
This Indemnity Agreement (this “Agreement”) is made as of , 2008, by and between Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Placement Agent AgreementAgent Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
SIGNATURE PAGE ESCROW AGREEMENTSignature Page Escrow Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services
This SIGNATURE PAGE ESCROW AGREEMENT (this “Agreement”), is entered into on this ___th day of March, 2008 (the “Effective Date”), by and among each of the signatories to the Reorganization Documents (as hereinafter defined) (each, a “Signatory,” and collectively, the “Signatories”) and Gregory Ray, in his capacity as the signature escrow agent (the “Signature Escrow Agent”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This EQUITY EXCHANGE AGREEMENT (this “Agreement”) is entered into this ___day of March, 2008 (the “Exchange Effective Date”), by and among Heritage-Crystal Clean, Inc., a Delaware corporation (“HCC Inc.”), Heritage-Crystal Clean, LLC, an Indiana limited liability company (“HCC LLC”), and each of the members of HCC LLC. Each member of HCC LLC, other than BRS-HCC Investment Co., Inc. (“BRS-HCC”), are sometimes referred to in this agreement individually as a “Contributor,” and collectively as the “Contributors.” The Contributors are listed on Schedule A hereto.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 3, 2008 between HERITAGE-CRYSTAL CLEAN, LLC, as Borrower, and BANK OF AMERICA, N.A., as LenderCredit Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of March 3, 2008, between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
PARTICIPATION RIGHTS AGREEMENTParticipation Rights Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This PARTICIPATION RIGHTS AGREEMENT (this “Agreement”) is dated as of , 2008 by and between HERITAGE-CRYSTAL CLEAN, INC., a Delaware corporation (the “Company”) and THE HERITAGE GROUP, an Indiana general partnership (“THG”).
Agreement and Plan of MergerAgreement and Plan of Merger • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
Exhibit A BRS-HCC Capitalization and Merger Consideration Exhibit B Equity Exchange Agreement Exhibit C Certificate of Merger
Exchange Advisor and Placement Agent AgreementHeritage-Crystal Clean, Inc. • March 7th, 2008 • Sanitary services • Illinois
AGREEMENT AND AMENDMENT NO. 7 TO RESTATED OPERATING AGREEMENTOperating Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services
This Agreement and Amendment No. 7 (this “Amendment No. 7”) to the Restated Operating Agreement dated October 26, 2004, as amended October 26, 2004, December 10, 2004, February 16, 2006, February 28, 2006, February 14, 2007 and December 28, 2007 (the “Operating Agreement”), of HERITAGE-CRYSTAL CLEAN, LLC, a limited liability company organized pursuant to the Indiana Business Flexibility Act, I.C. §23-18-1, et seq. (the “Company”) is effective as of the ___th day of March, 2008 (the “Amendment No. 7 Effective Date”).
