exv10w24



 





EXHIBIT 10.24




UNIT PURCHASE AND SALE AGREEMENT 

(Gregory Ray)




     This
UNIT PURCHASE AND SALE AGREEMENT (“Agreement”), made this 15th day of November, 1999
(“Effective Date”), by and between Gregory Ray, 39W750 Crosscreek Lane, St. Charles, Illinois
60175 (“Member”), and The Heritage Group, an Indiana general partnership having its principal
place of business at 5400 West 86th Street, Indianapolis, Indiana 46268 (“Heritage”);



WITNESSETH:




     WHEREAS, Member owns Ninety-Nine and Seventeen/Hundred (99.17) Common Units (“Common Units”)
and One Hundred Thirteen and Thirty-Three/Hundred (113.33) Preferred Units (“Preferred Units”) in
Heritage-Crystal Clean, LLC (“Company”), an Indiana limited liability company (the Common Units
and the Preferred Units owned by Member being sometimes referred to collectively as “Units”),
which Units were transferred to Member by 3571645 Canada Inc. (“Transferor”);



     WHEREAS, Member also owns Two Hundred Fifty (250) Common Units in the Company which are not
within the meaning of “Units” or “Common Units” as used in this Agreement, and which are instead
subject to the terms and conditions of a Unit Redemption Agreement entered into as of the
Effective Date;



     WHEREAS, Member and Heritage desire to enter into certain agreements relative to the purchase
and sale of the Units either upon Member’s death or after the lapse of a period of five (5) years;



     NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both
parties, the parties hereby agree as follows;



SECTION 1




Purchase and Sale of Units After Death of Member




     1.1. Purchase and Sale of Units. Following Member’s death, Heritage will purchase and
Member will sell to Heritage, at a closing as provided for in Section 4 below, all of the Common
Units owned by Member and then outstanding for a purchase price (“Purchase Price”) equal to the
product of (i) the Unit Price determined in the manner provided in Exhibit A attached as applicable
depending upon the date of Member’s death times (ii) the number of Units owned by Member, but at an
amount no less than the price paid for the Common Units to Transferor pursuant to an




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Assignment and Transfer Agreement dated the Effective Date. Any Preferred Units then outstanding
will be purchased and sold at the Preferred Unit Purchase Price reflected on Exhibit A.




     1.2. Manner of Payment. The Purchase Price shall be payable in cash at the Closing
or, at the option of Heritage, one half
(1/2) in cash with the balance payable in three (3) equal
installments of principal on the first (1st) three (3) anniversary dates of the Closing
with interest on the outstanding principal balance from the Closing Date to the Maturity Date at a
rate equal to the Prime Rate as published by The Wall Street Journal from time to time during that
period and at a rate five percent (5%) more than the Prime Rate after the third (3rd)
anniversary date until paid in full. The obligation of Heritage will be evidenced by an
Installment Promissory Note in the form attached as Exhibit B.



SECTION 2




Right to Put Units




     2.1 Put Right. On or after December 31, 2004, Member will have the right (“Put
Right”) to sell all of the Units to Heritage, and Heritage will be obligated to purchase the Units
from Member, at a price (“Put Price”) equal to the Put Value of the Units as reflected on Exhibit
A. Member may exercise the Put Right at any time during the first (1st) ninety (90)
days of each calendar year (“Put Period”) beginning with the calendar year 2005. The Put Right is
exercisable by delivery of written notice of exercise (“Put Notice”) delivered to Heritage within
the Put Period.



     2.2 Manner of Payment. The Put Price shall be payable in cash at the Closing or, at
the option of Heritage, one half
(1/2) in cash with the balance payable in three (3) equal
installments of principal on the first (1st) three (3) anniversary dates of the Closing
with interest on the outstanding principal balance from the Closing Date to the Maturity Date at a
rate equal to the Prime Rate as published by The Wall Street Journal from time to time during that
period and at a rate five percent (5%) more than the Prime Rate after the third (3rd)
anniversary date until paid in full. The obligation of Heritage will be evidenced by an
Installment Promissory Note in the form attached as Exhibit B.



     2.3 Heritage Option. In the event Member exercises the Put Right, Heritage will have
the option, exercisable in its sole discretion, to satisfy its obligation to purchase the Units
subject to the Put Right by agreeing either (i) to cause the Company to register more than twenty
percent (20%) of the common units of the Company for an “initial public offering” in the United
States of America under then applicable laws and rules (“IPO”) or (ii) to cause the Company (or all
of the preferred and common units of the Company) to be sold to an independent third party in a
private sale conducted by an investment banking firm to be selected by the Company (“Sale”).
Heritage shall exercise its option under this Section 2.3 by giving written notice thereof to
Member within a forty-five (45) day period after receipt of the Put Notice in which Heritage shall
indicate whether it desires to pursue an IPO or a Sale. Heritage and Member shall then take action
reasonably necessary to cause the Company to prepare and file a registration statement or other
requisite form with governmental authorities having jurisdiction over the public sale of securities
in the United States in connection with an IPO with the intent of completing the public offering
process within one (1) year or to engage an




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investment banking firm to conduct a Sale with the intent of completing the sale process within
nine (9) months.




     2.4 Heritage Right of First Refusal. Heritage will have a right of first
(1st) refusal (“Refusal Right”) to acquire, on the same terms and for the same price as
the highest bidder or
purchaser selected by the firm conducting a Sale, the assets of the Company or the Units or other
interests of Member in the Company. If Heritage exercises its Refusal Right, Member shall have
the right, with notice to Heritage within a period of thirty (30) days after the Company provides
Member with notice of an offer from a third party selected by the firm conducting the Sale, to
decline to sell his Units. In the event any selected purchaser offers consideration other than
cash or promissory or other installment obligations, Heritage will have the right to substitute
cash in an amount equal to the fair market value of the other consideration as determined by the
firm conducting the sale in the exercise of its reasonable business judgment which shall be
binding upon the parties. The Refusal Right will be exercisable for a period of thirty (30) days
after the Company provides Heritage with notice of an offer from a third party selected by the
firm conducting the Sale.



     2.5 Completion of Process. In the event Heritage elects to proceed with an IPO under
Section 2.3 above and the IPO is not completed within one (1) year from the date of the Put
Notice, then a Sale will be conducted in the manner provided in Section 2.3 above. If the Sale
process results in a bid or offer for the Company or its assets or ownership interests, Heritage
shall have the right to determine whether or not to accept the bid or offer. That determination
shall be made within thirty (30) days of receipt of the third party bid or offer by written
notice (“Election Notice”) to Member. If Heritage elects not to accept the bid or offer, Member
shall have the right to sell his interest in the Company to Heritage, and Heritage shall be
obligated to purchase, for cash, that interest, for a price equal to the proportionate share of
the third party bid or offer reflected by the Member ownership interests in the Company at that
time. Member’s right under this Section 2.5 shall be exercisable by written notice (“Sale
Notice”) to Heritage within thirty (30) days after receipt of the Election Notice. Any non-cash
items included in a third party bid or offer will be converted to a cash value in an amount equal
to the fair market value of the other consideration as determined by the firm conducting the Sale
in the exercise of its reasonable business judgment which shall be binding upon the parties.
Closing of a purchase and sale under this Section 2.5 shall occur as soon as practical following
the Sale Notice. If a third party bid or offer is not received within nine (9) months from the
date an IPO election is converted to a Sale election under this Section 2.5, then Heritage will
be required to purchase the interests for the Put Price.



     2.6 Standstill Period. In the event Member exercises the Put Right and, through no
fault or breach by Heritage, the interests are not purchased by Heritage or a third party, Member
may not exercise the Put Right until the Put Period next occurring after one (1) year has lapsed
from the date Member fails to exercise a right under Section 2.5 above or the parties mutually
agree to terminate the process initiated by the exercise of the Put Right.




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SECTION 3




Representations and Warranties




     3.1 Member’s Representations and Warranties. As a material inducement to Heritage to
enter into this Agreement as of the Effective Date, Member represents and warrants to Heritage as
follows:




     (a) Title to Units. Except for restrictions in the Operating Agreement of the
Company, Member has good and marketable title to the Units, free and clear of any and all
liens, security interests, restrictions, encumbrances, equities, options, claims, adverse
claims, pledges and other limitations on the ownership or voting of, or ability to sell,
transfer and convey, the Units.




     (b) Member’s Authority and No Conflicts. Member has the capacity, right, power
and authority to enter into, execute and deliver this Agreement, to consummate the
transactions contemplated hereby and to comply with and fulfill the terms and conditions of
this Agreement. This Agreement constitutes a valid and binding obligation of Member,
enforceable against Member in accordance with its terms, except as the same may be limited
by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of
creditor’s rights generally. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate, conflict with or result
in a breach of any of the terms, conditions and provisions of, or constitute (with or
without the giving of notice or lapse of time, or both) a default under any agreement,
instrument, mortgage, judgment, order, decree or other restriction to which Member is a
party or by which any of Member’s property is bound.




     (c) Advice and Counsel. Member acknowledges that he has obtained the advice of
counsel, certified public accountants and/or other advisers in connection with this
Agreement, and no representations or warranties, oral or otherwise, except as provided in
this Agreement have been made to Member or to any such attorney, accountant or other
adviser as to the financial condition or prospects of the Company or the value of the Units
on which Member has relied; rather, Member has relied entirely upon his own independent
investigation.




     (d) Consents. To Member’s knowledge, no consent (not obtained), approval,
order or authorization of, or registration, declaration or filing with, any federal, state
or local governmental or regulatory agency or authority is required to be made or obtained
by Member in order to execute this Agreement.



     3.2 Representations and Warranties of Heritage. As a material inducement to
Member
to enter into this Agreement, Heritage represents and warrants to Member as follows:




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     (a) Organization and Power. Heritage is a general partnership duly organized
and validly existing under the laws of the State of Indiana, with all requisite power and
authority to enter into and perform its obligations under this Agreement.




     (b) Company’s Authority. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized by all
necessary action. This Agreement constitutes a legal, valid and binding obligation of
Heritage, enforceable against it in accordance with its terms. Neither the execution of this
Agreement nor the consummation of the transactions contemplated hereby will violate,
conflict with or result in a breach of any of the terms, conditions or provisions of or
constitute with or without giving of notice or lapse of time, or both, a default under any
agreement, instrument, mortgage, judgment, order, decree or other restriction to which
Heritage is a party or by which any of its property is bound.




     (c) Consents. No consent (not obtained), approval, order or authorization of,
or registration, declaration or filing with, any federal, state or local governmental or
regulatory agency or authority is required to be made or obtained by Heritage in order to
execute this Agreement or to consummate the transaction contemplated hereby.



SECTION 4




Closing




     4.1. Closing. The closing of any purchase and sale of Units under this Agreement
shall occur at the office of the Company or other location mutually agreeable to Heritage and
Member within thirty (30) days following the determination of the Purchase Price or the Put Price.



     4.2. Deliveries by Member. At the Closing, Member shall deliver to Heritage an
assignment of the Units duly endorsed and other documents or instruments sufficient to transfer
all rights of Member in the Units to Heritage.



     4.3. Deliveries by the Company. At the Closing, Heritage shall deliver to Member the
Note representing any portion of the Purchase Price or the Put Price not paid in cash and shall
provide evidence of delivery of cash for the Purchase Price or Put Price as applicable.



SECTION 5




Termination




     5.1. Termination by Consent. Member and Heritage may agree to terminate this
Agreement by their mutual written consent.



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     5.2. Public Offering. This Agreement shall automatically terminate on the date when
any Registration Statement on Form S-1, S-2 or S-3 or successor forms (“Registration Statement”)
covering more than twenty percent (20%) of the Common Units of the Company (or the common equity
interests in any business organization into which the Common Units are converted upon a transfer
of the Company’s business assets or reorganization) is declared effective by the United State
Securities and Exchange Commission (“SEC Effective Date”), it being the intent of the parties to
eliminate any redemption requirements relative to the Units if and when the Company completes an
“initial public offering” of a common equity interest. Any redemption pending but not Closed on
the SEC Effective Date may be canceled by the Company in the exercise of its own discretion.



SECTION 6




Provisions of General Application




     6.1.
Notices. All notices, requests, demands and other communications required or permitted
under this Agreement shall be in writing and shall be deemed to have been duly given on the date
of service if served personally on the party to whom notice is given, or on the third
(3rd) day after mailing to the party to whom notice is to be given by reputable courier
service and properly addressed to the intended recipient at the address indicated in the Preamble
to this Agreement or to such other address(es) as any party shall have specified by notice in
writing to the other party.



     6.2. Further Assurances. The parties agree that they will from time to time, upon
request of any other party and without further consideration, execute, acknowledge and deliver in
proper form any further instruments and take such other action as such other party may reasonably
require in order to effectively carry out the intents and purposes of this Agreement.



     6.3.
Governing Law; Consent to Jurisdiction; Severability. This Agreement, and all
transactions contemplated hereby, shall be governed, construed and enforced in all respects in
accordance with the laws of the State of Indiana. The parties hereto agree that all disputes under
or with respect to this Agreement or the transaction contemplated hereby shall be resolved by
litigation in the state or federal courts in Marion County, Indiana or Cook County, Illinois, and
each of the parties irrevocably submits to the jurisdiction of such forums and irrevocably waives
any objection the party may have based upon improper venue, forum non conveniens or similar
doctrines or rules.



     6.4. Successors and Assignees. Whenever used, the words “Member”, “Heritage” and
“Company” shall be deemed to include the respective successors and assigns of such parties. All of
the terms and provisions of this Agreement shall be binding upon and inure to the benefit of each
party and their respective heirs, personal representatives, successors and assigns;
provided, however, that the benefits and obligations of any party may not be
assigned without the other’s prior written consent; provided however, Heritage may cause the
purchase of Units to be performed by the Company or by an affiliate of Heritage with Heritage
continuing to be bound.



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     6.5. Expenses. Each of the parties shall pay its own expenses incurred in connection
with the transactions provided for in this Agreement.



     6.6. Attorneys’ Fees. Should any action be brought to enforce the terms of this
Agreement, the prevailing party in any such action shall be entitled to recover reasonable
attorneys’ fees incurred in the action in addition to any remedies otherwise available.



     6.7. Modifications. This Agreement may not be changed, amended or modified orally.
This Agreement may be changed, amended or modified only by a written instrument executed by the
parties hereto.



     6.8. Non-Waiver. Neither the waiver of any breach nor the failure to enforce any term
or condition of, this Agreement shall operate as a waiver or release of any such term or
condition,
nor constitute nor be deemed a waiver or release of any other rights, in law or at equity, or
claims which any party may have against any other party for any matter arising out of, connected
with or based upon this Agreement. No waiver shall be enforceable against any party hereto unless
set forth in a written instrument or agreement signed by such party.



     6.9. Captions. The captions of this Agreement are for convenience only and shall not
be
deemed to affect the meaning or interpretation of any provision of this Agreement.



     6.10. Entire Agreement. This Agreement, together with the Disclosure and Offering
Statement, the Subscription Agreement, the Operating Agreement for the Company, the Employment
Agreement between Member and the Company, and the Non-Competition and Non-Disclosure Agreement
between Member and the Company all dated the Effective Date (collectively, “Other Agreements”)
contains the entire understanding as to the subject matter hereof. There are no representations,
promises, warranties, covenants or undertakings relating hereto other than those expressly set
forth or provided for in the Closing documents and the Other Agreements. Except for the Other
Agreements, this Agreement supersedes all prior agreements and understandings of the parties hereto
with respect to the transactions contemplated hereby. Sections 1 and 2 of this Agreement take
precedence over any contrary provisions in the Other Agreements.




     6.11. Survival. The representations, warranties and covenants of the parties contained
in this Agreement shall survive the Closing of any purchase and sale.



[Remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date
first written above.



	 	 	 	 	 	 	 	 	 
	MEMBER	 	 	 	HERITAGE	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	The Heritage Group	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
Gregory Ray

Gregory Ray

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Fred M. Fehsenfeld, Jr.
 

Fred M. Fehsenfeld, Jr., Trustee
	 	 







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HERITAGE-CRYSTAL CLEAN, LLC




EXHIBIT A TO UNIT PURCHASE AND SALE AGREEMENT




Common
Unit Purchase or Put Price




	 	 	 	 	 
	Triggering Event	 	Date of Occurrence	 	Redemption Price
	Death

	 	Before 5th
Anniversary
	 	3 times EBITDA Formula Per Unit
	 
	 	 	 	 
	Death

	 	From 5th
Anniversary,
 Through
10th Anniversary
	 	4 times EBITDA Formula Per Unit
	 
	 	 	 	 
	Death

	 	From 10th
Anniversary
	 	5 times EBITDA Formula Per Unit
	 
	 	 	 	 
	Put

	 	From 5th Anniversary
	 	5 times EBITDA Formula Per Unit





“EBITDA Formula” refers to the average earnings before interest, taxes, depreciation and
amortization reflected on the income statement of the Company for the last 2 full fiscal years of
the Company occurring before the Triggering Event multiplied by the indicated multiple minus (i)
any debt on the Company’s balance sheet on the last day of the second year used to make the
calculation, and (ii) any outstanding Cumulative Preferred Return and unrecovered Capital
Contribution for Preferred Units on that same date.




Preferred
Unit Purchase or Put Price



Preferred Units will be purchased and sold at a price equal to the Cumulative Preferred Return on
the date of Closing plus an amount equal to the unrecovered Capital Contribution for the Preferred
Units as reflected on the books and records of the Company.





 









 








HERITAGE-CRYSTAL CLEAN, LLC




EXHIBIT B TO UNIT PURCHASE AND SALE AGREEMENT




Form of Installment Promissory Note




INSTALLMENT PROMISSORY NOTE




Maturity Date:               

Indianapolis, Indiana




$                    




     FOR VALUE RECEIVED, on or before the third (3rd) anniversary date of the Closing,
as defined in a Unit
Purchase and Sale Agreement between Gregory Ray and The Heritage
Group, dated November ________, 1999 (the
“Maturity Date”), The Heritage Group, an Indiana general partnership having its principal place of
business at 5400 West 86th Street, Indianapolis, Indiana 46268 (the “Maker”), hereby
promises to pay to the order of Gregory Ray (“Holder”), or his assigns, at 39W750 Crosscreek Lane,
St. Charles, IL 60175, or at such other place as the Holder
hereof may designate in writing, in lawful money of the United States of America, the principal sum
of                      Dollars ($           ), together with interest thereon.



     Principal
shall be payable in three (3) equal annual installments of
$______ , together with
(i) interest on the unpaid principal balance existing from time to time at a rate equal to the
prime rate as published daily by The Wall Street Journal (“Prime Rate”), beginning as of the
Closing through the Maturity Date; and (ii) interest after the Maturity Date at a rate equal to
five percent (5%) more than the Prime Rate until paid in full. Payments of principal and interest
shall be made annually on the first (1st) three (3) anniversary dates of the Closing,
and the first installment shall be due on_________.



     Interest shall be paid on actual daily balances of outstanding principal for the exact number
of days principal remains outstanding from and after the Closing, and shall be computed on the
basis of a three hundred sixty five(365) day year.



     The entire unpaid principal balance of this Note shall be due and payable on the Maturity
Date. The principal balance of this Note may be prepaid, in whole or in part, at any time without
notice, premium or penalty.



     Upon the occurrence of any Default and at any time thereafter prior to the Default being
cured, the entire balance of this Note, irrespective of the Maturity Date, together with attorneys’
fees and other costs and expenses incurred in collecting and enforcing payment or performance
hereof, and with interest from the date of Default on the unpaid principal balance hereof at the
rate specified above, shall, at the election of the Holder, and without relief from valuation and
appraisement laws, become immediately due and payable.



     The occurrence of any of the following events shall be considered an event of “Default”
under this Note:




     (a) Maker shall fail to pay any installment of principal and/or interest under this
Note (or any extension, renewal, amendment, restatement or replacement of this Note) when
due; or




     (b) Maker shall (i) institute or consent to any proceedings in insolvency, bankruptcy,
moratorium or other similar laws affecting the enforcement of creditor’s rights generally,
or for the adjustment, liquidation, extension or composition or arrangement of debts or for
any other relief under any
bankruptcy or insolvency law or laws relating to the relief or reorganization of debtors,
(ii) become the subject of an order for relief under the United States Bankruptcy Code
or in any manner is adjudged insolvent, or (iii)



 









 






     make an assignment for the benefit of creditors or admit in writing an inability to pay
debts as they become due.



     All notices and other communications in connection with this Note shall be sent in writing to
Holder or to the Maker, as the case may be, at their respective addresses set forth in the
Agreement to which this Note is attached as an Exhibit.



     Maker irrevocably waives diligence in collection or prosecution, demand, presentment for
payment, notice of dishonor, protest, notice of protest, dishonor, and notice of nonpayment of
this Note and expressly agrees that this Note and any payment coming due hereunder may be extended
or otherwise modified from time to time without in any way affecting liability hereunder.



     If any provision of this Note is prohibited by or invalid under applicable law, that provision
will be ineffective
to the extent of the prohibition or invalidity, without invalidating the rest of that provision or
the remaining provisions
of this Note. This Note shall bind the Maker and the Maker’s successors, legal
representatives and assigns. No
provision of this Note may be waived, amended, released or otherwise changed, except by a writing
signed by the party
against which enforcement is sought.



     The trustee executing this Note has full power and authority to enter into this Note and to
assume and perform all of its obligations hereunder. The execution and delivery of this Note and
the performance by Maker of its obligations hereunder have been duly authorized by Maker and no
further action or approval is required in order to constitute this Note as a binding and
enforceable obligation of Maker; and the execution and delivery of this Note and the consummation
of the transaction contemplated hereunder on the part of Maker do not and will not violate any
provisions of Maker’s partnership agreement or other agreement of Maker.



     This Note shall be construed according to and governed by the laws of the State of Indiana.



     IN WITNESS WHEREOF, Maker has executed this Note as of the day and year first hereinabove
written.



	 	 	 	 	 	 	 
	 	 	THE HERITAGE GROUP	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 

Trustee
	 	 







 









 




FIRST AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT


GREGORY PAUL RAY, AS TRUSTEE UNDER TRUST AGREEMENT DATED

 MARCH 7, 2000, AS SUCCESSOR IN INTEREST TO GREGORY RAY




     This First Amendment (“Amendment”) made this 27th day of December, 2000, to the
Unit Purchase and Sale Agreement (“Agreement”) dated November 15, 1999, by and between Gregory Paul
Ray, as Trustee under Trust Agreement dated March 7, 2000, 39W750 Crosscreek Lane, St. Charles,
Illinois 60175 (“Member”), as successor in interest by assignment from Gregory Ray and The Heritage
Group, an Indiana general partnership, having its principal place of business at 5400 West
86th Street, Indianapolis, Indiana, USA (“Heritage”).



WITNESSETH:




     WHEREAS, Member has purchased additional Preferred Units and Common Units in Heritage-Crystal
Clean, LLC (“Company”).



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises
contained in this Amendment, the legal sufficiency of which are acknowledged and agreed to,
Heritage and Canada Inc. hereby agree as follows:



     1. The first “WHEREAS” of the Agreement is hereby amended in its entirety to read as follows:




     “WHEREAS, Member owns 250 [A] and 128.34 [B] Common Units (“Common Units”) and
146.66 Preferred Units (“Preferred Units”) in Heritage-Crystal Clean, LLC, an
Indiana limited liability company (“Company”) (the Common Units and the Preferred
Units owned by Member being sometimes referred to collectively as “Units”).”



     2. In all other respects not inconsistent herewith, the Agreement remains in full force and
effect.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Unit Purchase and
Sale Agreement the year and date first above written.



THE HERITAGE GROUP




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ John Vercruysse	 	 	 	By:	 	/s/ Gregory Paul Ray	 	 
	 

	 	 

     John Vercruysse
	 	 	 	 	 	 

     Gregory Paul Ray, as Trustee
	 	 






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EXHIBIT A-2




SECOND AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT

GREGORY PAUL RAY, AS TRUSTEE

UNDER TRUST AGREEMENT DATED MARCH 7, 2000




     This Second Amendment (“Amendment”) made this 18th day of January, 2002, to the
Unit Purchase and Sale Agreement dated November 15, 1999, as amended December 27, 2000
(collectively, “Agreement”), by and between Gregory Paul Ray, as Trustee under Trust Agreement
dated March 7, 2000, 39 W 750 Crosscreek Lane, St. Charles, Illinois 60175 (“Member”), and The
Heritage Group, an Indiana general partnership, having its principal place of business at 5400 West
86th Street, Indianapolis, Indiana USA (“Heritage”).



WITNESSETH:




     WHEREAS, Member has purchased additional Preferred Units and Common Units in Heritage-Crystal
Clean, LLC (“Company”) and further, both parties hereto wish to amend the Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises
contained in this Amendment, the legal sufficiency of which is acknowledged and agreed to, Heritage
and Canada Inc. hereby agree as follows:



     1. The first “WHEREAS” of the Agreement is hereby amended in its entirety to read as follows:




     “WHEREAS, Member owns 175.00 [B] Common Units (“Common Units”) and 200.00
Preferred Units (“Preferred Units”) in Heritage-Crystal Clean, LLC, an Indiana
limited liability company (“Company”) (the Common Units and the Preferred Units
owned by Member being sometimes referred to collectively as “Units”).”



     2. Section 1.1 “Purchase and Sale of Units” of the Agreement is hereby amended in its
entirety to read as follows:




     “Section 1.1 Purchase and Sale of Units. Following Member’s death,
Heritage will purchase and Member will sell to Heritage, at a closing as provided
for in Section 4 below, (a) all of the Common Units owned by Member and then
outstanding for a purchase price equal to the product of (i) the “Common Unit
Purchase Price” determined in the manner provided in Exhibit A attached hereto and
made a part hereof, as applicable, depending upon the date of Member’s death times
(ii) the number of Common Units owned by Member, and (b) all of the Preferred Units
owned by Member and then outstanding for a purchase price equal to the “Preferred
Unit Purchase Price” determined in the manner provided in said Exhibit A (said
purchase prices hereinafter collectively referred to as “Purchase Price”), provided
that if the Purchase Price is less than the aggregate original price paid for all of
these Common and Preferred Units by Member as shown in Exhibit C attached hereto and
made a part hereof (collectively,



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“Original Price”), then the portion of the Purchase Price of each class of Units
will be adjusted pro rata so that the Purchase Price is equal to the Original Price;
and provided further that the Preferred Unit Purchase Price shall be reduced by the
amount of any distributions to the Member for said Units pursuant to the Operating
Agreement of the Company.”



     3. In all other respects not inconsistent herewith, the Agreement remains in full force and
effect.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement the year
and date first above written.



	 	 	 	 	 	 	 	 	 
	THE HERITAGE GROUP	 	 	 	GREGORY PAUL RAY TRUST

u/t/a dated March 7, 2000
	 
	 	 	 	 	 	 	 	 
	By:

	 	     /s/  John Vercruysse	 	 	 	By:	 	     /s/  Gregory Paul Ray
	 

	 	 
	 	 	 	 	 	 
	 

	 	     John Vercruysse
	 	 	 	 	 	     Gregory Paul Ray, as Trustee






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HERITAGE – CRYSTAL CLEAN, LLC

EXHIBIT C TO UNIT PURCHASE AND SALE AGREEMENT




Original Price of Common and Preferred Units




	 	 	 	 	 	 	 	 	 
	 	 	Units	 	 	Cost	 
	Preferred Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from 3571645 Canada
Inc. on November 15, 1999 (a portion
of the lot originally acquired by
3571645 from HCC on August 10, 1999,
1,700 units for $1,170,000)
	 	 	113.33	 	 	$	77,998	 
	 
	 	 	 	 	 	 	 	 
	Option premium paid March 2001 (a
reimbursement of a portion of the
total amount paid by 3571645 of
$1,280,000), pursuant to First
Amendment to Preorganization Agreement
dated December 27, 2000
	 	 	 	 	 	$	85,333	 
	 
	 	 	 	 	 	 	 	 
	Units
acquired from 3571645 in December 2000 (a portion of the lot acquired
from THG by 3571645 of 500 units for
$720,000)
	 	 	33.33	 	 	$	48,000	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from THG in January 2002
	 	 	53.34	 	 	$	76,800	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Preferred Subtotal
	 	 	200.00	 	 	$	288,131	 
	 
	 	 	 	 	 	 	 	 
	Common Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from 3571645 Canada
Inc. on November 15, 1999 (a portion
of the lot originally acquired by
3571645 from HCC on August 10, 1999,
1,487.50 units for $14,875)
	 	 	99.17	 	 	$	992	 
	 
	 	 	 	 	 	 	 	 
	Units
acquired from 3571645 in December 2000 (a portion of the lot acquired
from THG by 3571645 of 437.50 units
for $4,375)
	 	 	29.17	 	 	$	291	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from THG in January 2002
	 	 	46.66	 	 	$	467	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Common Subtotal
	 	 	175.00	 	 	$	1,750	 
	 
	 	 	 	 	 	 	 	 
	 
	 	“Original Price”	 	$	289,881	 






4









 





THIRD AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT

GREGORY PAUL RAY, AS TRUSTEE

UNDER TRUST AGREEMENT DATED MARCH 7, 2000




     This Third Amendment (“Amendment”) made this 19th day of March, 2003, to the Unit
Purchase and Sale Agreement dated November 15, 1999, as amended December 27, 2000 and January 18,
2003 (collectively, “Agreement”), by and between Gregory Paul Ray, as Trustee under Trust Agreement
dated March 7, 2000, 39 W 750 Crosscreek Lane, St. Charles, Illinois 60175 (“Member”), and The
Heritage Group, an Indiana general partnership, having its principal place of business at 5400 West
86th Street, Indianapolis, Indiana USA (“Heritage”).



WITNESSETH:




     WHEREAS, both parties hereto wish to further amend the Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises
contained in this Amendment, the legal sufficiency of which is acknowledged and agreed to, Heritage
and Canada Inc. hereby agree as follows:



     1. Exhibit C to the Agreement is hereby amended in its entirety and replaced with Exhibit C-1
attached hereto and made a part hereof.



     2. Sections 1.2 and 2.2 of the Agreement are amended to add the following sentence:




“In the event and to the extent, Member receives any payments hereunder and at the
time of said payments Member is still obligated to the Company for any amount under
the terms of an Installment Promissory Note dated March 19, 2003 with Member as
Maker and the Company as Holder, Member will first apply such payments in payment
for any obligations to Company under said Note.”



     3. In all other respects not inconsistent herewith, the Agreement remains in full force and
effect.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement the year
and date first above written.



	 	 	 	 	 	 	 	 	 
	THE HERITAGE GROUP	 	 	 	GREGORY PAUL RAY TRUST

u/t/a dated March 7, 2000
	 
	 	 	 	 	 	 	 	 
	By:

	 	     /s/  John Vercruysse	 	 	 	By:	 	     /s/  Gregory Paul Ray
	 

	 	 
	 	 	 	 	 	 
	 

	 	     John Vercruysse
	 	 	 	 	 	     Gregory Paul Ray, as Trustee






5









 





HERITAGE – CRYSTAL CLEAN, LLC

EXHIBIT C-1 TO UNIT PURCHASE AND SALE AGREEMENT




Original Price of Common and Preferred Units




	 	 	 	 	 	 	 	 	 
	 	 	Units	 	 	Cost	 
	Preferred Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from 3571645 Canada Inc.
on November 15, 1999 (a portion of the
lot originally acquired by 3571645 from
HCC on August 10, 1999, 1,700 units for
$1,170,000)
	 	 	113.33	 	 	$	77,998	 
	 
	 	 	 	 	 	 	 	 
	Option premium paid March 2001 (a
reimbursement of a portion of the total
amount paid by 3571645 of $1,280,000),
pursuant to First Amendment to
Preorganization Agreement dated December
27, 2000
	 	 	 	 	 	$	85,333	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from 3571645 in March,
2001 (a portion of the lot acquired from
THG by 3571645 of 500 units for
$720,000)
	 	 	33.33	 	 	$	48,000	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from THG in January, 2002
	 	 	53.34	 	 	$	76,800	 
	 
	 	 	 	 	 	 	 	 
	Additional Capital Call on March 19, 2003
	 	 	—	 	 	$	94,788	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Preferred Subtotal
	 	 	200.00	 	 	$	382,919	 
	 
	 	 	 	 	 	 	 	 
	Common Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from 3571645 Canada Inc.
on November 15, 1999 (a portion of the
lot originally acquired by 3571645 from
HCC on August 10, 1999, 1,487.50 units
for $14,875)
	 	 	99.17	 	 	$	992	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from 3571645 in March
2001 (a portion of the lot acquired from
THG by 3571645 of 437.50 units for
$4,375)
	 	 	29.17	 	 	$	291	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from THG in January 2002
	 	 	46.66	 	 	$	467	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Common Subtotal
	 	 	175.00	 	 	$	1,750	 
	 
	 	 	 	 	 	 	 	 
	 
	 	“Original Price”	 	$	384,669	 






6









 





FOURTH AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT

GREGORY PAUL RAY, AS TRUSTEE

UNDER TRUST AGREEMENT DATED MARCH 7, 2000




     This Fourth Amendment (“Amendment”) made this 24th day of February, 2004, to the
Unit Purchase and Sale Agreement dated November 15, 1999, as amended December 27, 2000, January 18,
2003, and March 19, 2003 (collectively, “Agreement”), by and between Gregory Paul Ray, as Trustee
under Trust Agreement dated March 7, 2000, 39W750 Crosscreek Lane, St. Charles, Illinois 60175
(“Member”), and The Heritage Group, an Indiana general partnership, having its principal place of
business at 5400 West 86th Street, Indianapolis, Indiana USA (“Heritage”).



WITNESSETH:




     WHEREAS, pursuant to Section 6.7 of the Agreement, Member and Heritage have agreed that the
Agreement should be further amended.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises
contained in this Amendment, the legal sufficiency of which is acknowledged and agreed to, Heritage
and Member hereby agree as follows:




	 	1.	 	Section 4.1 is hereby amended in its entirety to read as follows:
	 
	 	 	 	“4.2 Public Offering. The provisions of Sections 1 and 2 hereof and the
provisions of Sections 9.01, clause (f) of 9.02, 9.03, 9..06, 9.07, 9.08 (except to
the extent that the provisions of Section 9 of the Operating Agreement of the
Company, as amended (“Operating Agreement”) are, by the terms hereof, still
applicable), 9.09, 9.10 (except that any transferee or assignee shall expressly
assume and agree to be bound by the terms and conditions of the Operating Agreement
as provided in the third sentence of Section 9.10 and Member shall not be released
of any prior liability as provided by the fourth sentence of Section 9.10 unless
otherwise agreed by all other members of the Company (“Other Members”), 9.11 and
10.07 of the Operating Agreement shall automatically cease to be applicable to the
Units and any sale of the Units (including without limitation any sale by any
transferee or assignee (or further transferee or assignee) of the Units), and the
requirements of clauses (a) through (e) of Section 9.02 of the Operating Agreement
with respect to the furnishing of information or evidence satisfactory to the Board
of Directors of the Company shall be satisfied so long as Member and any transferee
or assignee shall have provided reasonably satisfactory information or evidence, on
the date when any Registration Statement on Form S-1, S-2 or S-3 or successor forms
(“Registration Statement”) covering more than twenty percent (20%) of the Common
Units of the Company (or the common equity interests in any business organization
into which the Common Units are converted upon a transfer of the Company’s business
assets or




7









 






	 	 	 	reorganization is declared effective by the United States Securities and Exchange
Commission (“SEC Effective Date”). Any such transferee or assignee (and any further
transferee or assignee) of the Units shall be an “Additional Member” and a
“Substitute Member” as defined in and for all purposes of the Operating Agreement,
without the necessity of any approval by the Company, the Board of Directors of the
Company or the Other Members and notwithstanding any other provisions of the
Operating Agreement, including without limitation Sections 9.09, 9.10 (except as
otherwise provided above) and 9.11 of the Operating Agreement.”
	 
	 	2.	 	Section 5.3 is hereby amended to add the following:
	 
	 	 	 	“Any party may make service on any other party by sending or delivering a copy of
the process to the party to be served at the address and in the manner provided for
the giving of notices in Section 6.1. Each party agrees that a final judgment in
any action or proceeding so brought shall be conclusive and may be enforced by suit
on the judgment or in any other manner provided by law or at equity.”
	 
	 	3.	 	Section 5.4 is hereby amended to add the following at the end of the last
sentence thereof:
	 
	 	 	 	“. . . and provided further, that any transferee or assignee (or
further transferee or assignee) of the Units shall be entitled to the benefits
of Section 2.1 and 4.2 hereof.”
	 
	 	4.	 	Section 5.10 is hereby amended in its entirety to read as follows”
	 
	 	 	 	“5.10 Entire Agreement. This Agreement, together with the
Disclosure and Offering Statement, the Subscription Agreement, the Operating
Agreement, the Employment Agreement between the Member and the Company, the
Non-Competition and Non-disclosure Agreement between the Member and the
Company, all dated the Effective Date and the Members Agreement dated February
24, 2004 (collectively, “Other Agreements”), contains the entire understanding
as to the subject matter hereof. There are no representations, promises,
warranties, covenants or undertakings relating hereto other than those
expressly set forth or provided for in this Agreement, the Closing documents
and the Other Agreements. Except for the Other Agreements, this Agreement
supersedes all prior agreements and undertakings of the parties hereto with
respect to the transactions contemplated thereby. Sections 1 and 2 of this
Agreement takes precedence over any contrary provisions in the Other
Agreements. The Operating Agreement shall be deemed to be amended and modified
by this Agreement and, in the event of any conflict between the provisions of
this Agreement and the Operating Agreement, the provisions of this Agreement
shall control.”
	 
	 	5.	 	New Section 5.13 is hereby added to read as follows:




8









 






	 	 	 	“5.13 Specific Performance. Each of the parties
acknowledges and agrees that the other party would be damaged irreparably in
the event any of the provisions of this Agreement are not performed in
accordance with their specific terms or otherwise are breached. Accordingly,
each of the parties agrees that the other party shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any actions instituted in any court of the United States
or any state thereof having jurisdiction over the parties and the matter
(subject to the provisions set forth in Section 6.3 hereof), in addition to any
other remedy to which they may be entitled, at law or in equity.”
	 
	 	6.	 	In all other respects not inconsistent herewith, the Agreement remains in full
force and effect.





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement the year
and date first above written.



	 	 	 	 	 	 	 	 	 
	THE HERITAGE GROUP	 	 	 	GREGORY PAUL RAY TRUST

u/t/a dated March 7, 2000
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ John Vercruysse	 	 	 	By:	 	/s/ Gregory Paul Ray
	 

	 	 
	 	 	 	 	 	 
	 

	 	     John Vercruysse
	 	 	 	 	 	     Gregory Paul Ray, as Trustee






9









 





FIFTH AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT

GREGORY PAUL RAY, AS TRUSTEE

UNDER TRUST AGREEMENT DATED MARCH 7, 2000




     This
Fifth Amendment (“Amendment”) made this 16th day
of February, 2006, to the Unit
Purchase and Sale Agreement (“Agreement”) dated November 15, 1999, as amended December 27, 2000,
January 18, 2003, March 19, 2003 and February 24, 2004 (collectively, “Agreement”) by and between
Gregory Paul Ray, as Trustee under Trust Agreement dated March 7, 2000, 39W750 Crosscreek Lane, St.
Charles, Illinois 60175 (“Member”), and The Heritage Group, an Indiana general partnership, having
its principal place of business at 5400 West 86th Street, Indianapolis, Indiana, USA
(“Heritage”).



WITNESSETH:




     WHEREAS, Pursuant to Section 6.7 of the Agreement, Member and Heritage have agreed that the
Agreement should be further amended.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises
contained in this Amendment, the legal sufficiency of which is acknowledged and agreed to, Heritage
and Member hereby agree as follows:




1. Section 1.1 of the Agreement is hereby deleted in its entirety and replaced by the following:




1.1 Purchase and Sale of Units.




     (a) Trigger and Notification. Upon the event of Gregory Paul Ray’s
death, the Interest Holder, as defined in the Restated Operating Agreement for the
Company dated October 26, 2004, as amended (collectively, “Operating Agreement”) of
the Units shall have a period of thirty (30) days to exercise an option to sell to
Heritage as many of Interest Holder’s then outstanding Common and Preferred Units as
Interest Holder, in its sole discretion, deems desirable to sell by written notice to
Heritage of its intent to exercise its option to sell some or all of the Units and
the number of Units of each class Interest Holder desires to sell. Upon each
anniversary of Gregory Paul Ray’s death, Interest Holder shall have an additional
thirty (30) day period to exercise an option to sell to Heritage as many of Interest
Holder’s then outstanding Common and Preferred Units as Interest Holder deems
desirable to sell by written notice to Heritage as provided above. Failure of
Interest Holder to so timely exercise any specific option shall be deemed a
forfeiture of said option.




     (b) Purchase Price. Upon the timely exercise by Interest Holder of its
right to sell the Units as provided in subsection (a) above, Heritage will purchase
from Interest Holder at a closing as provided in Section 4 below, (i) so much of the
Common Units then owned by Interest Holder as Interest Holder desires to sell



10









 







to Heritage for a purchase price equal to the product of the “Common Unit
Purchase Price” determined in the manner provided in Exhibit A attached hereto and
made apart hereof, as applicable, times the number of Common Units sold by Interest
Holder, and (ii) so much of the Preferred Units then owned by Interest Holder as
Interest Holder desires to sell to Heritage for a purchase price equal to the
“Preferred Unit Purchase Price” determined in the manner provided in the said Exhibit
A as applicable (said purchase prices hereinafter collectively referred to as the
“Purchase Price”); provided that (1) if the Interest Holders do not exercise
their initial option under Section 1.1(b) hereof and defer the sale of some or all of
the Units, the “EBITDA Formula” in Exhibit A shall be amended to refer to “the two
full fiscal years of the Company occurring before the date of election to sell said
Units” (as opposed to the last two years occurring before a “Triggering Event”),
(2) if Gregory Paul Ray’s death occurs on or before December 31, 2010, and
the Purchase Price is less than the aggregate original price paid for all of the
Common and Preferred Units sold by Interest Holder as shown in Exhibit C-2 attached
hereto and made a part hereof (collectively, “Original Price”), then the portion of
the Purchase Price of each class of Units will be adjusted pro rata so that the
Purchase Price is equal to the Original Price, and (3) in the event of said
adjustment of the Purchase Price in accordance with Subsection 1.1(b)(2), the
Preferred Unit Purchase Price shall be appropriately reduced by taking into account
the amount of any distributions to the Member or Interest Holder for said Units
pursuant to the Operating Agreement.




     (c) Status of Interest Holder of Units. Upon Gregory Paul Ray’s death
and until said Interest Holder sells all of Interest Holder’s then outstanding Common
and Preferred Units to Heritage in accordance with this Section 1.1, the Interest
Holder of said unsold Units shall be deemed an Assignee as defined in and governed by
the Operating Agreement, with regard to such Units.




2. In all other respects not inconsistent herewith, the Agreement remains in full force and
effect, including without limitation, Section 5.2 of the original Agreement, providing for
termination of the Agreement and any redemption rights relative to Units if and when the Company
completes an “initial public offering” of a common equity interest.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Unit Purchase and
Sale Agreement the year and date first above written.



	 	 	 	 	 	 	 	 	 
	THE HERITAGE GROUP	 	 	 	GREGORY PAUL RAY TRUST

u/t/a dated March 7, 2000
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	/s/ John Vercruysse	 	 	 	/s/ Gregory Paul Ray
	 	 	 	 	 	 	 
	 	 	     John Vercruysse	 	 	 	Gregory Paul Ray, as Trustee






11