exv10w22



 





EXHIBIT
10.22




UNIT PURCHASE AND SALE AGREEMENT




BRS-HCC Investment Co., Inc.




     Unit Purchase and Sale Agreement (this “Agreement”) dated as of February 24, 2004 (the
“Effective Date”), by and between: (i) BRS-HCC INVESTMENT CO., INC., 126 E. 56th
Street, 29th Floor, New York, New York 10022 (“BRS”); and (ii) HERITAGE-CRYSTAL
CLEAN, LLC, an Indiana limited liability company, 2250 Point Boulevard Suite 250, Elgin, Illinois
60123 (the “Company”); and is agreed to and accepted by all other Members of the Company.



     Capitalized terms used herein and not expressly defined herein shall have the meanings given
such terms in the Operating Agreement (as hereinafter defined).



WITNESSETH:




     WHEREAS, BRS owns One Thousand Six Hundred Twenty-Three (1,623) Preferred Units (the
“Preferred Units”) and One Thousand Six Hundred Twelve and One-Half (1,612.5) Common Units
(the “Common Units”) in the Company (the Common Units and the Preferred Units owned by BRS
being sometimes referred to collectively as the “BRS Units”); and



     WHEREAS, BRS desires to enter into certain agreements relative to the purchase and sale of the
BRS 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




BRS’ Right to Sell the BRS Units




     1.1 BRS Third Party Sales. Notwithstanding anything to the contrary in the Company’s
Operating Agreement dated August 10, 1999 as amended (the “Operating Agreement”), but
subject to the provisions of Section 1.2 hereof, on or after the fifth anniversary of the
date of this Agreement, BRS shall have the right to sell all (but not less than all) of the BRS
Units to any transferee who is not directly or indirectly in competition (a “Competitor”)
with either the Company or The Heritage Group, an Indiana general partnership, (a “BRS Third
Party Sale”). For purposes hereof, “competition” with either Company or The Heritage Group
shall mean only businesses providing environmental and fluid management services to small and
medium sized customers and providing parts washing and drum disposal services in the United States.
Transfers of the BRS Units may be made by BRS prior to the fifth anniversary of the date of this
Agreement, or transfers of the BRS Units at any time without complying with the provisions of
Section 1.2 hereof, may be made by BRS in accordance with the terms of the Operating
Agreement.



 









 




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     1.2 Right of First Offer.




          (a) On or after the fifth anniversary of the date of this Agreement, prior to BRS soliciting
any BRS Third Party Sale, BRS may give notice to the Company and, if the solicitation of the BRS
Third Party Offer occurs prior to payment in full of the Cumulative Preferred Return and the
redemption in full of the Preferred Units, also to the other Preferred Unit Members and thereafter,
when the Preferred Units are deemed fully retired, BRS shall give said notice to the Common Unit
Members, in lieu of said notice to the other Company Preferred Unit Members (all of said other
Preferred and Common Unit Members individually and/or collectively, the “Other Members”),
of BRS’ intention to effect a BRS Third Party Sale (such notice being herein referred to as a
“First Offer Opportunity Notice”). BRS shall not give more than one First Offer Opportunity
Notice in any six-month period.




          (b) Upon the receipt of a First Offer Opportunity Notice:





          (i) the Company shall have the right, during a period of thirty (30) days following the
receipt of the First Offer Opportunity Notice (the “Company First Offer Election
Period”), to offer, by notice delivered to BRS prior to the expiration of the Company
First Offer Election Period (a “Company First Offer Notice”), to (x) purchase all
(but not less than all) of the BRS Units at a price in cash (the “Company First Offer
Price”) stated by the Company in the Company First Offer Notice (a “Company First
Offer”), and (y) repay in full the “BRS Loans” (as defined in the Purchase Agreement),
including without limitation the accrued and unpaid interest thereunder, and release
Bruckmann, Rosser, Sherrill & Co II, L.P. (“BRS-LP”) of its obligations under the
BRS Loan Commitment; and




          (ii) if the Company shall not have timely given to BRS a Company First Offer Notice,
then the Other Members shall have the right, during a period of fifteen (15) days following
the expiration of the Company First Offer Election Period (the “Other Members First
Offer Election Period”), to elect, by notice delivered to BRS prior to the expiration of
the Other Members First Offer Election Period (an “Other Members First Offer
Notice”), to (x) purchase all (but not less than all) of the BRS Units at a price in
cash (the “Other Members First Offer Price”) stated by the Other Members in the
Other Members First Offer Notice (an “Other Members First Offer”), and (y) purchase
in full the BRS Loans at a price equal to the principal amount and accrued and unpaid
interest thereunder and assume the obligations of BRS-LP under the BRS Loan Commitment.


If BRS accepts a Company First Offer or an Other Members First Offer during the applicable Company
First Offer Election Period or Other Members First Offer Election Period, then a closing on the
sale and purchase of the BRS Units and the repayment or purchase of the BRS Loans, and the release
or assumption of the BRS Loan Commitment, shall occur within ten (10) days after the expiration of
the Company First Offer Election Period or the Other Members First Offer Election Period, as
applicable.




 









 




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          (c) (i) In the event that, after receiving a timely Company First Offer or a timely Other
Members First Offer, BRS shall not accept such timely Company First Offer or timely Other Members
First Offer, then BRS may, within 120 days after the expiration of the Company First Offer Election
Period or the Other Members First Offer Election Period, as applicable, effect a sale and transfer
of the BRS Units and, at the option of BRS-LP, a sale of the BRS Loans and an assignment of the BRS
Loan Commitment, at any time following the expiration of the Other Members First Offer Election
Period on such terms (including as to price and form of consideration) and to a purchaser and
transferee (other than a Competitor) as BRS and BRS-LP shall elect, provided that the price
(including without limitation the fair market value of any non-cash consideration) of the BRS Units
is not less than 110% the Company First Offer Price or 110% the Other Members First Offer Price;
and the provisions of Sections 1.2(a) and 1.2(b) shall cease to be applicable to any BRS
Third Party Sale and to any further transfer by any transferee (or further transferee) of the BRS
Units. In the event that BRS and the Company shall disagree as to the fair market value of any
non-cash consideration, then investment banking or financial advisory firms selected by each of BRS
and the Company shall select a third investment banking or financial advisory firm (the
“Arbiter”) to determine the fair market value of any non-cash consideration, and the
determination of the Arbiter shall be final and binding on the Company, the Members and BRS;
however, (x) if the Arbiter shall determine that the fair market value of the non-cash
consideration is at least 95% of the fair market value determination of BRS, then the Company shall
pay the costs of the Arbiter, or (y) if the Arbiter shall determine that the fair market value of
the non-cash consideration is less than 95% of the fair market value determination of BRS, then BRS
shall pay the costs of the Arbiter.




               (ii) In the event that BRS does not receive a timely Company First Offer or a timely Other
Members First Offer, or BRS shall have received a Company First Offer or an Other Members First
Offer but the Company or the Other Members shall have, for any reason other than a breach by BRS of
its obligations under this Section 1.2, failed to timely close on the purchase of the BRS
Units and the repayment or purchase of the BRS Loans and the release or assumption of the BRS Loan
Commitment, as provided in Section 1.2(b) hereof, then BRS may effect a sale and transfer
of the BRS Units and, at the option of BRS-LP, a sale of the BRS Loans and an assignment of the BRS
Loan Commitment, at any time thereafter on such terms (including as to price and form of
consideration) and to a purchaser and transferee (other than a Competitor) as BRS shall elect; and
the provisions of Sections 1.2(a) and 1.2(b) shall cease to be applicable to any such BRS
Third Party Sale and to any further transfer by any transferee (or further transferee) of the BRS
Units.



     1.3 Participation by Other Members. All of the Other Members shall have the
opportunity to participate in any purchase of the BRS Units and the BRS Loans, and the assumption
of the BRS Loan Commitment, pursuant to any Other Members First Offer Election under
Section 1.2(b) hereof. Any Other Members First Offer Election shall identify the
participating Other Members and the allocation of the BRS Units, the BRS Loans and the BRS Loan
Commitment among the Other Members. As among the Other Members, they shall be permitted to
participate pursuant to any Other Members First Offer Election pro rata in accordance with the
number of Units held by the Other Members who elect to participate pursuant to any Other Members
First Offer Election.



 









 




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     1.4 Additional Member. In the event that BRS shall effect a BRS Third Party Sale after
compliance with the provisions of Section 1.2 hereof (including without limitation any BRS
Third Party Sale permitted under Sections 1.2(c) hereof), or a sale of the Units to the
Company or the Other Members pursuant to the provisions of Section 1.2 hereof,




          (i) (x) 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 are, by
the terms hereof, still applicable), 9.09, 9.10 (except that BRS shall not be released of
any prior liability of BRS as provided by the fourth sentence of Section 9.10 unless
otherwise agreed by the Other Members and any transferee of BRS shall agree to be bound by
the terms of the Operating Agreement as modified by this Agreement and the BRS Purchase
Agreement), 9.11 and 10.07 of the Operating Agreement shall not be applicable to any such
BRS Third Party Sale or other sale, (y) 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 are, by the terms hereof, still applicable), 9.09, 9.10 (except that any
transferee (or further transferee) of the BRS Units shall not be released of any prior
liability of such transferee (or further transferee) as provided by the fourth sentence of
Section 9.10 unless otherwise agreed by the Other Members and any further transferee shall
agree to be bound by the terms of the Operating Agreement as modified by this Agreement and
the BRS Purchase Agreement), 9.11 and 10.07 of the Operating Agreement shall cease to be
applicable to any further transfer by any transferee (or further transferee) of the BRS
Units, and (z) 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 satisfied so long as BRS and any transferee shall
have provided reasonably satisfactory information or evidence, and




          (ii) any such transferee (and any further transferee) of the BRS Units pursuant to any
such BRS Third Party Sale or other sale 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 Member
and notwithstanding any other provisions of the Operating Agreement, including without
limitation Sections 9.09, 9.10 (except that BRS shall not be released of any prior liability
as provided by the fourth sentence of Section 9.10 unless otherwise agreed by the Other
Members) and 9.11 of the Operating Agreement.



SECTION 2




Representations and Warranties




     2.1 BRS’ Representations and Warranties. As a material inducement to Company to enter
into this Agreement as of the Effective Date, BRS represents and warrants to Company as follows:



 









 




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     (a) Organization and Power. BRS is a Delaware corporation duly organized,
validly existing and in good standing under the laws of the state of Delaware and is duly
licensed or qualified to transact business in New York and all other places where the
character of its properties or the nature of its activities make such licensing or
qualification necessary, except where the failure would be remediable by subsequent
qualification or would not have material adverse effect on the ability of BRS to perform its
obligations under this Agreement or under the Operating Agreement. BRS has the requisite
power and authority to enter into and perform its obligations under this Agreement.




     (b) Title to BRS Units. Except for restrictions in the Operating Agreement,
BRS has good and marketable title to the BRS 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 BRS Units.




     (c) BRS’ Authority and No Conflicts. The execution and delivery of this
Agreement by BRS, and the consummation by BRS of the transactions contemplated hereby, has
been duly authorized by all necessary action of BRS. This Agreement constitutes a legal,
valid and binding obligation of BRS, enforceable against BRS 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 or 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 BRS is a party or by which any of BRS’ property is bound which violation, conflict or
breach would have a material adverse effect on the ability of BRS to perform its obligations
under this Agreement or under the Operating Agreement.




     (d) No Other Representations and Warranties. BRS acknowledges that no
representations or warranties, oral or otherwise, except as provided in this Agreement and
the Purchase Agreement and the Subscription Agreement (to which reference is made in Section
5.10 hereof) have been made to BRS or to any attorney, accountant or other adviser to BRS as
to the financial condition or prospects of the Company or the value of the BRS Units on
which BRS has relied.




     (e) 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 BRS in order for BRS to
execute this Agreement or to consummate the transactions contemplated hereby.



     2.2 Representations and Warranties of Company. As a material inducement to Member to
enter into this Agreement as of the Effective Date, Company represents and warrants to Member as
follows: The Company acknowledges that BRS is relying upon such



 









 




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representations and warranties in connection with its purchase of the BRS Units, notwithstanding
any investigation made by BRS, and such representations and warranties, and any claims by BRS based
upon any breach of such representations and warranties, shall not be in any way affected, detracted
or mitigated by the representations and warranties made by BRS in Paragraph (e) of Section 3.03 of
the Operating Agreement or the Subscription Agreement dated as of February 24, 2004 between the
Company and BRS (the “BRS Subscription Agreement”).





     (a) Organization and Power. Company is a limited liability company duly
organized and validly existing under the laws of the State of Indiana, and is duly licensed
and qualified to transact business in all places where the character of its properties or
the nature of its activities make such licensing or qualification necessary, except where
the failure would be remediable by subsequent qualification or would not have a material
adverse effect on the Company or its operations. The Company has the requisite power and
authority to enter into and perform its obligations under this Agreement.




     (b) Company’s Authority and No Conflicts. 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 Company, enforceable against it 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 or 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
Company 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 Company in order to
execute this Agreement or to consummate the transactions contemplated hereby.



SECTION 3




Closing




     3.1 Closing. The closing of any purchase and sale of BRS Units under this Agreement
involving the Company or the Other Members shall occur at the office of the Company or other
location mutually agreeable to the parties thereto within thirty (30) days following the
determination of the purchase price and satisfaction of all applicable conditions.



     3.2 Deliveries by Parties. At the Closing of any sale to the Company or the Other
Members, BRS shall deliver to the purchaser(s) an assignment of the BRS Units duly endorsed and all
other documents or instruments sufficient to transfer all legal right, title and interest of BRS in
the BRS Units to the purchaser(s), free and clear of any claims, liens or encumbrances.



 









 




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Such delivery by BRS shall be against the delivery by the Company or the Other Members of the
purchase price for the BRS Units and the execution and delivery by the Company or the Other
Members, as applicable, of any agreements, documents and instruments required pursuant to any
Company First Offer Notice or Other Members First Offer Notice, as the case may be.




SECTION 4




Termination




     4.1 Termination by Consent. BRS and Company may agree to terminate this Agreement by
their mutual written consent.



     4.2 Public Offering. The provisions of Section 1 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 are, by the terms hereof, still applicable), 9.09, 9.10
(except that BRS or any transferee (or further transferee) of the BRS Units shall not be released
of any prior liability of BRS or any transferee (or further transferee) of the BRS Units, as
applicable, as provided by the fourth sentence of Section 9.10 unless otherwise agreed by the Other
Members and any transferee (or further transferee) of the BRS Units shall agree to be bound by the
terms of the Operating Agreement as modified by this Agreement and the BRS Purchase Agreement),
9.11 and 10.07 of the Operating Agreement shall automatically cease to be applicable to the BRS
Units and any sale of the BRS Units (including without limitation any sale by any transferee (or
further transferee) of the BRS 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 BRS and any
transferee 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 (and
any further transferee) of the BRS 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 Member and
notwithstanding any other provisions of the Operating Agreement, including without limitation
Sections 9.09, 9.10 (except that BRS and any transferee (or further transferee) shall not be
released of any prior liability as provided by the fourth sentence of Section 9.10 unless otherwise
agreed by the Other Members) and 9.11 of the Operating Agreement.



 









 




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SECTION 5




Provisions of General Application




     5.1 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.



     5.2 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 express terms of this Agreement.



     5.3 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, without giving effect to any choice or conflict
of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Indiana. The parties
hereto agree that all disputes under or with respect to this Agreement or the transactions
contemplated hereby shall be resolved by litigation in the state or federal courts in Marion
County, Indiana, or Kane 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. 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 10(g) of the Purchase
Agreement (to which reference is made in Section 5.10 hereof). 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.



     5.4 Successors and Assigns. Whenever used, the words “BRS”, “Company” or “Other
Members” 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 BRS may not be assigned without the Company’s prior
written consent, except that any transferee (or further transferee) of the BRS Units shall be
entitled to the benefits of Sections 1.2(c), 1.4 and 4.2 hereof.



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



 









 




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     5.6 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.



     5.7 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 BRS and
the Company, or their successors-in-interest.



     5.8 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.



     5.9 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.



     5.10 Entire Agreement. This Agreement, together with the Purchase Agreement, the
Disclosure and Offering Statement, the Subscription Agreement, the Operating Agreement, and the
Non-Competition and Non-Disclosure Agreement between BRS and the Company and the Members Agreement,
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
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. Section 1 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.



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



     5.12 Construction. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any domestic federal, state or local statute
or law, shall be deemed also to refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise. The word “including” shall mean including without limitation. The
parties intend that each representation, warranty, and covenant contained herein shall have
independent significance. If any party has breached any representation, warranty, or covenant
contained herein in any respect, the fact that there exists another representation, warranty, or
covenant relating to the same subject matter (regardless of the relative levels of specificity)



 









 




10

which the party has not breached shall not detract from or mitigate the fact that the party is
in breach of the first representation, warranty, or covenant.




     5.13 Specific Performance. Each of the parties acknowledges and agrees that the other
parties 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 action 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 5.3 hereof), in addition to any other remedy to which they may be
entitled, at law or in equity.



[Signature Page Follows]




 









 




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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective
Date.



	 	 	 	 	 	 	 	 	 	 	 
	Heritage-Crystal Clean, LLC	 	 	 	BRS-HCC Investment Co., Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph Chalhoub	 	 	 	By:	 	/s/ Bruce C. Bruckmann	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph Chalhoub
	 	 	 	 	 	Bruce C. Bruckmann	 	 
	 

	 	President and Chief Executive Officer
	 	 	 	 	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED, as of the Effective Date.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The Heritage Group	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ John Vercruysse	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	John Vercruysse	 	 	 	 	 	 	 	 
	 

	 	[Title]	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	J. Chalhoub Holdings, Ltd.	 	 	 	The Heritage-Crystal Clean

Employee Membership Interest Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph Chalhoub	 	 	 	By:	 	/s/ Joseph Chalhoub	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph Chalhoub
	 	 	 	 	 	Joseph Chalhoub	 	 
	 

	 	President
	 	 	 	 	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Gregory Paul Ray Trust U/T/A/ DTD.

March 7, 2000	 	 	 	Maggie Fehsenfeld Trust No. 103 and

Irrevocable Trust for the Benefit of Frank

Stockdale Fehsenfeld and His Issue	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gregory Paul Ray	 	 	 	By:	 	/s/ James C. Fehsenfeld	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Gregory Paul Ray
	 	 	 	 	 	James C. Fehsenfeld	 	 
	 

	 	Trustee
	 	 	 	 	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

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

	 	Donald Brinckman
	 	 	 	 	 	Fred M. Fehsenfeld, Jr.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/ Mike DeAngelis
	 	 	 	 	 	/s/ Frank Fehsenfeld	 	 
	 	 	 	 	 	 	 
	 

	 	Mike DeAngelis
	 	 	 	 	 	Frank Fehsenfeld	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/ John Lucks
	 	 	 	 	 	/s/ Glenn Jones	 	 
	 	 	 	 	 	 	 
	 

	 	John Lucks
	 	 	 	 	 	Glenn Jones	 	 





BRS
Unit Purchase and Sale Agreement