exv10w21



 





EXHIBIT
10.21




UNIT PURCHASE AND SALE AGREEMENT




Donald Brinckman




     This
Unit Purchase and Sale Agreement (“Agreement”) is made this
22nd day of March, 2002, by
and between DONALD BRINCKMAN, 5615 Hamilton, Woodstock, Illinois 60098 (“Member”), and THE HERITAGE
GROUP, an Indiana general partnership, having its principal place of business at 5400 West
86th Street, Indianapolis, Indiana 46268 USA (“Heritage”).



WITNESSETH:




     WHEREAS, Member owns Two Hundred Eighty-Eight and Eight Tenths (288.8) Common Units (“Common
Units”) and Three Hundred Thirty (330) 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”); and,



     WHEREAS, Member and Heritage desire to enter into certain agreements relative to the purchase
and sale of the Units under certain circumstances;



     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, (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 B attached hereto
and made a part hereof (collectively, “Original Price”) plus or minus Member’s portion of the
Company’s profits and/or losses from the date hereof, 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 plus or minus Member’s portion of the Company’s profits and/or losses from the date hereof;
and provided further that the Preferred



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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.




     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 C.



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 C.



     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 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 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



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one (1) year or to engage an 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 transaction 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:




     (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.



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     (b) Company’s Authority. The execution and delivery of this Agreement and the
consummation of the transaction 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 transaction 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.



     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 States
Securities and Exchange Commission (“SEC Effective Date”), it



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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 Assigns. 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.



     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.



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     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 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 undertakings of the parties hereto with respect to the transactions
contemplated thereby. 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.



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



	 	 	 	 	 	 	 	 	 
	Member:	 	 	 	Heritage-Crystal Clean, L.L.C.

THE HERITAGE GROUP	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Donald Brinckman

		 	 	By:	 	/s/ Fred M. Fehsenfeld, Jr.	 	 
	 

Donald Brinckman

	 	 	 	 	 	 

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

	 	 	At any time
	 	 	5 times EBITDA Formula Per Unit	 
	 




“EBITDA Formula” refers to the average annual 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




Original Price of Common and Preferred Units




	 	 	 	 	 	 	 	 	 
	 	 	Units	 	 	Cost	 
	Preferred Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March ___, 2002
(330 units for $227,118)
	 	 	330	 	 	$	227,118	 
	 
	 	 	 	 	 	 	 	 
	[Assuming exercise of option] Units
acquired from HCC on _______________, 2002
(220 units for $151,412)
	 	 	220	 	 	$	151,412	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Preferred Subtotal
	 	 	550	 	 	$	378,530	 
	 
	 	 	 	 	 	 	 	 
	Common Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March ___, 2002
(288.8 units for $2,888)
	 	 	288.8	 	 	$	2,888	 
	 
	 	 	 	 	 	 	 	 
	[Assuming exercise of option] Units
acquired from HHC on ______________, 2002
(192.5 units for $1,925)
	 	 	192.5	 	 	$	1,925	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Common Subtotal
	 	 	481.3	 	 	$	4,813	 
	 
	 	 	 	 	 	 	 	 
	Option
premium paid March 22, 2002
($414,090), pursuant to Agreement dated
March 22, 2002
	 	 	 	 	 	$	414,090	 
	 
	 	 	 	 	 	 	 	 
	 
	 	“Original Price”	 	$	797,433	 






 









 






HERITAGE – CRYSTAL CLEAN, LLC

EXHIBIT C 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 DONALD BRINCKMAN and THE HERITAGE GROUP
dated March ___, 2002 (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 DONALD BRINCKMAN (“Holder”), or its
assigns, at 5615 Hamilton, Woodstock, Illinois 60098, 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.



     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

DONALD BRINCKMAN




     This
First Amendment (“Amendment”) made this 14th day of May, 2002, to the Unit
Purchase and Sale Agreement (“Agreement”) dated March 22, 2002, by and between DONALD BRINCKMAN
(“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, Heritage and Heritage-Crystal Clean, LLC (“Company”) have agreed that the
Company, rather than Heritage, should be a party to the Agreement.



     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, Member,
Heritage and Company hereby agree as follows:



     1. Company will be substituted for Heritage for all purposes of the Agreement and all
rights and obligations of Heritage relating thereto, including but not limited to the
installment promissory note, as Exhibit C to the Agreement, are hereby assigned to and
assumed by Company.



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



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



THE HERITAGE GROUP




	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Fred M. Fehsenfeld, Jr.	 	 	 	/s/ Donald Brinckman	 	 
	 

	 	 

Fred M. Fehsenfeld, Jr., Trustee
	 	 	 	 

DONALD BRINCKMAN
	 	 
	 
	 	 	 	 	 	 	 	 
	HERITAGE-CRYSTAL CLEAN, LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Joseph Chalhoub	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Joseph Chalhoub, President	 	 	 	 	 	 






 









 





SECOND AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT

DONALD BRINCKMAN




          This
Second Amendment (“Amendment”) made this 31 day of July, 2002, to the Unit
Purchase and Sale Agreement dated March 22, 2002 and amended May 14, 2002, (collectively
“Agreement”) by and between DONALD BRINCKMAN (“Member”), and HERITAGE-CRYSTAL CLEAN, LLC, an
Indiana limited liability company having its principal place of business at 5400 West
86th Street, Indianapolis, Indiana, USA (“Company”)




WITNESSETH:




          WHEREAS, pursuant to Section 6.7 of the Agreement, Member and Company 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 are acknowledged and agreed to, Member
and Company hereby agree as follows:





	 	1.	 	The “EBITDA Formula” in Exhibit A is hereby amended to read as follows:






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




	 	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 Agreement the year
and date first above written.




HERITAGE-CRYSTAL CLEAN, LLC




	 	 	 	 	 	 	 	 	 
	By:
	 	/s/  Joseph
Chalhoub	 	 	 	/s/  Donald Brinckman	 	 
	 

	 	 

Joseph Chalhoub, President
	 	 	 	 

DONALD BRINCKMAN
	 	 






 









 





THIRD AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT




DONALD BRINCKMAN




          This
Third Amendment (“Amendment”) made this 30th day
of August, 2002, to the Unit
Purchase and Sale Agreement dated March 22, 2002 and amended May 14, 2002 and July 31, 2002,
(collectively “Agreement”) by and between DONALD BRINCKMAN (“Member”), and HERITAGE-CRYSTAL CLEAN,
LLC, an Indiana limited liability company having its principal place of business at 5400 West
86th Street, Indianapolis, Indiana, USA (“Company”)




WITNESSETH:




          WHEREAS, pursuant to Section 6.7 of the Agreement, Member and Company 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 are acknowledged and agreed to, Member
and Company hereby agree as follows:





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






“WHEREAS, Member owns 481.3 Common Units (“Common Units”) and 550 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”).”




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




HERITAGE-CRYSTAL CLEAN, LLC




	 	 	 	 	 	 	 	 	 
	By:
	 	/s/  Joseph Chalhoub	 	 	 	/s/  Donald Brinckman	 	 
	 

	 	 

Joseph Chalhoub, President
	 	 	 	 

DONALD BRINCKMAN
	 	 






 









 





HERITAGE – CRYSTAL CLEAN, LLC

EXHIBIT B-1 TO UNIT PURCHASE AND SALE AGREEMENT




Original Price of Common and Preferred Units




	 	 	 	 	 	 	 	 	 
	 	 	Units	 	 	Cost	 
	Preferred Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March 22, 2002
(330 units for $227,118)
	 	 	330	 	 	$	227,118	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on August 30, 2002
(220 units for $151,412)
	 	 	220	 	 	$	151,412	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Preferred Subtotal
	 	 	550	 	 	$	378,530	 
	 
	 	 	 	 	 	 	 	 
	Common Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March 22, 2002
(288.8 units for $2,888)
	 	 	288.8	 	 	$	2,888	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HHC on August 30, 2002
(192.5 units for $1,925)
	 	 	192.5	 	 	$	1,925	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Common Subtotal
	 	 	481.3	 	 	$	4,813	 
	 
	 	 	 	 	 	 	 	 
	Option premium paid March 22, 2002
($414,090), pursuant to Agreement dated
March 22, 2002
	 	 	 	 	 	$	414,090	 
	 
	 	 	 	 	 	 	 	 
	 
	 	“Original Price”	 	$	797,433	 






 









 






FOURTH AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT




DONALD BRINCKMAN




          This Fourth Amendment (“Amendment”) effective this 22nd day of February, 2003, to
the Unit Purchase and Sale Agreement dated March 22, 2002 and amended May 14, 2002, July 31, 2002
and August 30, 2003, (collectively “Agreement”) by and between DONALD BRINCKMAN (“Member”), and
HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company having its principal place of
business at 5400 West 86th Street, Indianapolis, Indiana, USA (“Company”)




WITNESSETH:




          WHEREAS, pursuant to Section 6.7 of the Agreement, Member and Company 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 are acknowledged and agreed to, Member
and Company hereby agree as follows:





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






“WHEREAS, Member owns 1028.2 Common Units (“Common Units”) and 1175 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”).”




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




HERITAGE-CRYSTAL CLEAN, LLC




	 	 	 	 	 	 	 	 	 
	By:
	 	/s/  Joseph Chalhoub	 	 	 	/s/  Donald Brinckman	 	 
	 

	 	 

Joseph Chalhoub, President
	 	 	 	 

DONALD BRINCKMAN
	 	 






 









 





HERITAGE – CRYSTAL CLEAN, LLC

EXHIBIT B-2 TO UNIT PURCHASE AND SALE AGREEMENT




Original Price of Common and Preferred Units




	 	 	 	 	 	 	 	 	 
	 	 	Units	 	 	Cost	 
	Preferred Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March 22, 2002 (330
units for $227,118)
	 	 	330	 	 	$	227,118	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on August 30, 2002 (220
units for $151,412)
	 	 	220	 	 	$	151,412	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from J. Chalhoub Holdings, Ltd.
f/k/a/ 3571645 Canada, Inc. on
February 22, 2003 (625.00 units for $429, 814)
	 	 	625	 	 	$	429,814	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Preferred Subtotal
	 	 	1,175	 	 	$	808,344	 
	 
	 	 	 	 	 	 	 	 
	Common Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March 22, 2002 (288.8
units for $2,888)
	 	 	288.8	 	 	$	2,888	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HHC on August 30, 2002
(192.5 units for $1,925)
	 	 	192.5	 	 	$	1,925	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from J. Chalhoub Holdings, Ltd.
f/k/a/ 3571645 Canada, Inc. on
February 22, 2003 (546.9 units for $5,459.00)
	 	 	546.9	 	 	$	5,469	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Common Subtotal
	 	 	1028.2	 	 	$	10,282	 
	 
	 	 	 	 	 	 	 	 
	Option premium paid March 22, 2002 ($414,090),
pursuant to Agreement dated March 22, 2002
	 	 	 	 	 	$	414,090	 
	 
	 	 	 	 	 	 	 	 
	Premium paid ($470,603)
pursuant to Agreement dated February 22, 2003
	 	 	 	 	 	$	470,603	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	“Original Price”	 	$	1,703,319	 






 









 





FIFTH AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT




DONALD BRINCKMAN




          This Fifth Amendment (“Amendment”) made this 19th day of March, 2003, to the Unit
Purchase and Sale Agreement dated March 22, 2002 and amended May 14, 2002, July 31, 2002, August
30, 2002 and February 22, 2003, (collectively “Agreement”) by and between DONALD BRINCKMAN
(“Member”), and HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company having its
principal place of business at 5400 West 86th Street, Indianapolis, Indiana, USA
(“Company”)




WITNESSETH:




            WHEREAS, pursuant to Section 6.7 of the Agreement, Member and Company 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 are acknowledged and agreed to, Member
and Company hereby agree as follows:




	 	c.	 	Exhibit B-1 to the Agreement is hereby amended in its entirety and replaced by Exhibit
B-2 attached hereto and made a part hereof.
	 
	 	d.	 	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.



HERITAGE-CRYSTAL CLEAN, LLC




	 	 	 	 	 	 	 	 	 
	By:
	 	/s/  Joseph
Chalhoub	 	 	 	/s/  Donald Brinckman	 	 
	 

	 	 

Joseph Chalhoub, President
	 	 	 	 

DONALD BRINCKMAN
	 	 






 









 





HERITAGE – CRYSTAL CLEAN, LLC

EXHIBIT B-2 TO UNIT PURCHASE AND SALE AGREEMENT




Original Price of Common and Preferred Units




	 	 	 	 	 	 	 	 	 
	 	 	Units	 	 	Cost	 
	Preferred Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March 22, 2002 (330
units for $227,118)
	 	 	330	 	 	$	227,118	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on August 30, 2002 (220
units for $151,412)
	 	 	220	 	 	$	151,412	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from J. Chalhoub Holdings, Ltd.
f/k/a/ 3571645 Canada, Inc. on
February 22, 2003 (625.00 units for $429, 814)
	 	 	625	 	 	$	429,814	 
	 
	 	 	 	 	 	 	 	 
	Additional Capital Call on March 19, 2003
	 	 	 	 	 	$	556,872	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Preferred Subtotal
	 	 	1,175	 	 	$	1,365,216	 
	 
	 	 	 	 	 	 	 	 
	Common Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March 22, 2002 (288.8
units for $2,888)
	 	 	288.8	 	 	$	2,888	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HHC on August 30, 2002
(192.5 units for $1,925)
	 	 	192.5	 	 	$	1,925	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from J. Chalhoub Holdings, Ltd.
f/k/a/ 3571645 Canada, Inc. on
February 22, 2003 (546.9 units for $5,459.00)
	 	 	546.9	 	 	$	5,469	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Common Subtotal
	 	 	1028.2	 	 	$	10,282	 
	 
	 	 	 	 	 	 	 	 
	Option premium paid March 22, 2002 ($414,090)
Pursuant to Agreement dated March 22, 2002
	 	 	 	 	 	$	414,090	 
	 
	 	 	 	 	 	 	 	 
	Premium paid ($470,603)
pursuant to Agreement dated February 22, 2003
	 	 	 	 	 	$	470,803	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	“Original Price”	 	$	2,260,391	 






 









 






SIXTH AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT




DONALD BRINCKMAN




     This Fourth Amendment (“Amendment”) made this 24th day of February, 2004, to the
Unit Purchase and Sale Agreement dated March 22, 2002 and amended May 14, 2002, July 31, 2002,
August 30, 2002, February 22, 2003, and March 19, 2003 (collectively, “Agreement”), by and between
Donald Brinckman (“Member”), and Heritage-Crystal Clean, LLC, an Indiana limited liability company
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 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, 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:
	 
	 	 	 	“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




	 	 	 	 	 	 	 	 	 
	By:
	 	/s/  John Vercruysse	 	 	 	/s/  Donald Brinckman	 	 
	 

	 	 

John Vercruysse
	 	 	 	 

Donald Brinckman
	 	 






 









 





SEVENTH AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT




DONALD BRINCKMAN




     This
Seventh Amendment (“Amendment”) made this 26th day of October, 2004, to the Unit Purchase
and Sale Agreement dated March 22, 2002 and amended May 14, 2002, July 31, 2002, August 30, 2002,
February 22, 2003 and March 19, 2003, (collectively “Agreement”) by and between DONALD BRINCKMAN
(“Member”), and HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Company”).



WITNESSETH:




     WHEREAS, pursuant to Section 6.7 of the Agreement, Member and Company 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 are acknowledged and agreed to, Member
and Company hereby agree as follows:




	 	1.	 	The first “WHEREAS” of the Agreement is hereby amended in its entirety to read as follows:
	 
	 	 	 	“WHEREAS, Member owns 1128.2 Common Units (“Common Units”) and 1175 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.	 	Exhibit B-2 to the Agreement is hereby amended in its entirety and replaced by Exhibit B-3
attached hereto and made a part hereof.
	 
	 	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.



HERITAGE-CRYSTAL CLEAN, LLC




	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Joseph Chalhoub	 	 	 	/s/ Donald Brinckman	 	 
	 

	 	 

Joseph Chalhoub, President
	 	 	 	 

Donald Brinckman
	 	 






 









 





HERITAGE – CRYSTAL CLEAN, LLC

EXHIBIT B-3 TO UNIT PURCHASE AND SALE AGREEMENT




Original Price of Common and Preferred Units




	 	 	 	 	 	 	 	 	 
	 	 	Units	 	 	Cost	 
	Preferred Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March 22, 2002 (330
units for $227,118)
	 	 	330	 	 	$	227,118	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on August 30, 2002 (220
units for $151,412)
	 	 	220	 	 	$	151,412	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from J. Chalhoub Holdings, Ltd.
f/k/a/ 3571645 Canada, Inc. on
February 22, 2003 (625.00 units for $429, 814)
	 	 	625	 	 	$	429,814	 
	 
	 	 	 	 	 	 	 	 
	Additional Capital Call on March 19, 2003
	 	 	 	 	 	$	556,872	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Preferred Subtotal
	 	 	1,175	 	 	$	1,365,216	 
	 
	 	 	 	 	 	 	 	 
	Common Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HCC on March 22, 2002 (288.8
units for $2,888)
	 	 	288.8	 	 	$	2,888	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from HHC on August 30, 2002
(192.5 units for $1,925)
	 	 	192.5	 	 	$	1,925	 
	 
	 	 	 	 	 	 	 	 
	Units acquired from J. Chalhoub Holdings, Ltd.
f/k/a/ 3571645 Canada, Inc. on
February 22, 2003 (546.9 units for $5,459.00)
	 	 	546.9	 	 	$	5,469	 
	 
	 	 	 	 	 	 	 	 
	Units Acquired from John Lucks on                     ,
2004 (100 units for $1,000.00)
	 	 	100	 	 	$	1,000	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Common Subtotal
	 	 	1128.2	 	 	$	11,282	 
	 
	 	 	 	 	 	 	 	 
	Option premium paid March 22, 2002 ($414,090)
Pursuant to Agreement dated March 22, 2002
	 	 	 	 	 	$	414,090	 
	 
	 	 	 	 	 	 	 	 
	Premium paid ($470,603)
pursuant to Agreement dated February 22, 2003
	 	 	 	 	 	$	470,803	 
	 
	 	 	 	 	 	 	 
	 
	 	“Original Price”	 	$	2,261,391	 






 









 





EIGHTH AMENDMENT TO UNIT PURCHASE AND SALE AGREEMENT

DONALD BRINCKMAN




          This
Eighth Amendment (“Amendment”) made this 16th day of
February, 2006, to the Unit
Purchase and Sale Agreement dated March 22, 2002 and amended May 14, 2002, July 31, 2002, August
30, 2002, February 22, 2003, March 19, 2003 and February 24, 2004 and October 26, 2004 (said
Amendment inadvertently entitled “Sixth Amendment” instead of “Seventh Amendment”) (collectively
“Agreement”) by and between DONALD W. BRINCKMAN, as Trustee of the Donald W. Brinckman Trust
Agreement u/t/a dated October 11, 1999, as amended (“Member”), and HERITAGE-CRYSTAL CLEAN, LLC, an
Indiana limited liability company (“Company”).




WITNESSETH:




          WHEREAS, pursuant to Section 6.7 of the Agreement, Member and Company 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 are acknowledged and agreed to, Member
and Company 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 Donald Brinckman’s
death, the Interest Holders, as defined in the Restated Operating Agreement, dated
October 26, 2005, as amended (collectively, “Operating Agreement”), of the Units
shall have a period of thirty (30) days to exercise an option to sell to Company as
many of said Interest Holders’ then outstanding Common and Preferred Units as said
Interest Holders, in their sole discretion, deem desirable to sell by written notice
to Company of their intent to exercise their option to sell some or all of the Units
and the number of Units of each class said Interest Holders desires to sell. Upon
each anniversary of Donald Brinckman’s death, said Interest Holders shall have an
additional thirty (30) day period to exercise an option to sell to Company as many
of said Interest Holders’ then outstanding Common and Preferred Units as said
Interest Holders deem desirable to sell by written notice to Company as provided
above. Failure of said Interest Holders to so timely exercise any specific option
shall be deemed a forfeiture of said option.




     (b) Purchase Price. Upon the timely exercise by said Interest Holders
of their right to sell the Units as provided in subsection (a) above, Company will
purchase at a closing as provided in Section 4 below, (i) so much of the Common Units
then owned by said Interest Holders as the Interest Holders desire to sell to Company
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 the Interest
Holders, and (ii) so much of the Preferred Units then owned by said Interest Holders
as said Interest Holders desire to sell to Company 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 full
fiscal year of the Company within which the date of election to sell said Units”
occurred (as opposed to the year within which a “Triggering Event” occurred), (2) if
Donald Brinckman’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 so sold as shown in Exhibit B 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 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 Holders of Units. Upon the death and/or
cessation as sole Trustees of the Donald W. Brinckman Trust Agreement u/t/a dated
October 11, 1999, as amended, of Donald Brinckman, Joseph Chalhoub and John Lucks,
until said Interest Holders sell all of Interest Holders’ then outstanding Common and
Preferred Units to Heritage in accordance with this Section 1.1, the Interest Holders
of said unsold Units shall be deemed Assignees, 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 Agreement the year
and date first above written.



HERITAGE-CRYSTAL CLEAN, LLC




	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Joseph Chalhoub	 	 	 	/s/ Donald Brinckman	 	 
	 

	 	 

Joseph Chalhoub, President
	 	 	 	 

Donald W. Brinckman, as Trustee of the
Donald W. Brinckman Trust Agreement u/t/a
dated October 11, 1999, as amended