exv10w3



 





EXHIBIT 10.3




     Intercreditor Agreement dated as of February 24, 2004 (this “Intercreditor
Agreement”) among (i) Heritage-Crystal Clean, LLC (the “Company”) and (ii) Bruckmann, Rosser,
Sherrill & Co. II, L.P. (“BRS”), Asphalt Refining Company (“ARC”) and Donald
Brinckman (“Brinckman”), each of whom is one of the Noteholders identified as such on the
signature page to this Intercreditor Agreement together with any assignee or transferee of the
Notes (together, the “Noteholders”).



Witnesseth:




     Whereas, pursuant to the Purchase Agreement dated as of the date hereof (the “BRS Purchase
Agreement”) by and between the Company, BRS-HCC Investment Co., Inc. (“BRS-HCC”) and
Bruckmann, Rosser, Sherrill & Co II, L.P. (“BRS”), BRS has agreed to make from time to time
to the Company the “BRS Loans” pursuant to the “BRS Loan Commitment” (as such terms
are defined in the BRS Purchase Agreement), and the “BRS Note” (as defined in the BRS
Purchase Agreement) evidences any and all BRS Loans which may be made from time to time by BRS to
the Company pursuant to the BRS Loan Commitment.



     Whereas, (i) the Noteholders are the holders of promissory notes issued by the Company (the
“Notes”) in the stated principal amounts set forth on the signature page to this
Intercreditor Agreement; (ii) the Company is indebted to the Noteholders in the amounts set for
forth on the signature page to this Intercreditor Agreement; and (iii) the Noteholders may provide
loans (the “Loans”) to the Company in aggregate amounts not to exceed the stated principal
amount of the Notes (the “Loan Commitments”).



     Whereas, (i) the Loan Commitment, Loans and Note of BRS are herein referred to as the “BRS
Loan Commitment”, the “BRS Loans” and the “BRS Note”, respectively, (ii) the
Loan Commitment, Loans and Note of ARC are herein referred to as the “ARC Loan Commitment”,
the “ARC Loans” and the “ARC Note” (or referred to also in the BRS Purchase
Agreement as the “Heritage Note”), respectively, and (iii) the Loan Commitment, Loans and
Note of Brinckman are herein referred to as the “Brinckman Loan Commitment”, the
“Brinckman Loans” and the “Brinckman Note”, respectively.



     Now, therefore, the Company and the Noteholders agree as follows:



     1. The non-BRS Noteholders consent to the provisions of Section 5 of the BRS Purchase
Agreement and to the issuance of the BRS Note to BRS and the incurrence from time to time by the
Company of the BRS Loans.



     2. (a) The proceeds of the “Initial BRS Loan” (as defined in the BRS Purchase Agreement) shall
be used to repay a portion of the principal amount outstanding under the Heritage Note as provided
in the BRS Purchase Agreement (the “BRS Note Closing”).



          (b) After the BRS Note Closing, the proceeds of the “BRS Investment” (as defined in
the BRS Purchase Agreement) may be used by the Company to repay principal amounts outstanding under
the Notes provided that an Excessive BRS Loan Imbalance (as hereinafter defined) does not result.













 





2



          (c) Subject to the provisions of Section 4 hereof:




               (i) Except as provided in Sections 2(a) and 2(b) hereof and as hereinafter provided,
the Company may borrow, repay and re-borrow Loans from time to time under one or more of the Notes
(but not in excess of the stated principal amount of the Notes) in such amounts as the Company
shall elect provided that (x) any borrowing under the BRS Note does not create a BRS Loan
Imbalance, (y) any repayment of Loans under the Heritage Note or the Brinckman Note does not create
an Excessive BRS Loan Imbalance (as hereinafter defined), and (z) the proceeds of any BRS Loans are
not used to repay Loans, interest or any other obligations under the Heritage Note or the Brinckman
Note except to eliminate a Loan Imbalance under the Heritage Note or the Brinckman Note. Borrowings
shall be upon 10 days notice given by the Company to the Noteholders.



               (ii) If the principal amount of Loans under any of the Notes outstanding exceeds an amount
equal to the product of the Maximum Loan Percentage of the Noteholder and the aggregate principal
amount of the Loans then outstanding under all of the Notes (a “Loan Imbalance”) as of the
last day of any fiscal quarter of the Company, then the Company shall promptly repay the principal
amount of the Loans in an amount sufficient to eliminate the Loan Imbalance (rounded to the nearest
$10,000 under any Note), except to the extent that Brinckman has elected to increase the Brinckman
Loans in accordance with Section 4 hereof.



               (iii) If the principal amount of the BRS Loans outstanding at any time during any fiscal
quarter and prior to any adjustment pursuant to Section 2(c)(ii) hereof shall exceed by
more than $200,000 an amount equal to the product of the BRS Maximum Loan Percentage and the
aggregate principal amount of the Loans outstanding under all of the Notes (an “Excessive BRS
Loan Imbalance”), then the Company shall promptly repay the principal amount of BRS Loans in an
amount sufficient to eliminate the Excessive BRS Loan Imbalance.



               (iv) For purposes of this Intercreditor Agreement, the “Maximum Loan Percentage” of
each of the Noteholders shall be as follows: (x) BRS — 13.33%; (y) ARC— 58.62%; and (z) Brinckman —
28.05%.



     3. (a) (i) The Company shall make best efforts to obtain (each of the following, a
“Substitute Credit Facility”) a credit or loan facility (other than the Notes) with maximum
commitments in excess of $1,350,000 available to the Company under the Business Loan Agreement
dated November 21, 2003 between the Company and Bank of America, N.A. (the “Bank of America
Facility”), or an increase in said maximum commitments currently available to the Company under
the Bank of America Facility (such excess or increase, an “Increased Credit Facility
Commitment”), and the amount of the Loan Commitments and the stated principal amount of the
Notes of each of BRS, ARC and Brinckman shall be automatically reduced temporarily from time to
time as follows (subject to increase or restoration subsequent to any such reduction as hereinafter
provided) based on the amount of the maximum commitment under the Substitute Credit Facility which
is available to the Company from time to time:











 





3


               (A) if the maximum commitment available under the Substitute Credit Facility resulting
from the Increased Credit Facility Commitment is greater than $1,350,000 but not in excess
of $1,542,000 (such incremental increase in excess of $1,350,000 being herein referred to as
a “Level A Increased Credit Facility Commitment”), then the ARC Loan Commitment and
the ARC Note shall be reduced dollar-for-dollar by the amount the Level A Increased Credit
Facility Commitment;




               (B) if the maximum commitment available under the Substitute Credit Facility resulting
from the Increased Credit Facility Commitment is greater than $1,542,000 but not in excess
of $3,086,000 (such additional incremental increase in excess of $1,542,000 being herein
referred to as a “Level B Increased Credit Facility Commitment”), then: (x) the ARC
Loan Commitment and the ARC Note shall be reduced dollar-for-dollar to the extent of the
Level A Increased Credit Facility Commitment as provided in subclause (A) above; and
(y) the BRS Loan Commitment and the BRS Note shall be reduced by an amount equal to 13.33%,
and the ARC Loan Commitment and the ARC Note shall be reduced in an amount equal to 86.67%,
of the Level B Increased Credit Facility Commitment; and




               (C) if the maximum commitment available under the Substitute Credit Facility resulting
from the Increased Credit Facility Commitment is greater than $3,086,000 (such additional
incremental increase in excess of $3,086,000 being herein referred to as a “Level C
Increased Credit Facility Commitment”), then: (x) the ARC Loan Commitment and the ARC
Note shall be reduced as provided in subclause (A) above with respect to the Level A
Increased Credit Facility Commitment; (y) the BRS Loan Commitment and the BRS Note, and the
ARC Loan Commitment and the ARC Note, shall be reduced as provided in subclause (B)
above with respect to the Level B Increased Credit Facility Commitment; and (z) the BRS Loan
Commitment and the BRS Note shall be reduced by an amount equal to 13.33%, the ARC Loan
Commitment and the ARC Note shall be reduced by an amount equal to 58.62%, and the Brinckman
Loan Commitment and the Brinckman Note shall be reduced by an amount equal to 28.05%, of the
Level C Increased Credit Facility Commitment.


For example, if the maximum commitment available under any Substitute Credit Facility is increased
to $4.0 million, then the Loan Commitments and Notes of the Noteholders shall be decreased to the
following amounts: BRS — $1,422,349; ARC — $6,254,028; and Brinckman — $2,993,623.




               (ii) In the event that the maximum commitment available under any Substitute Credit Facility
is reduced following any increase as provided in Section 3(a)(i) hereof, then the Loan
Commitments and the Notes of the Noteholders shall be recalculated in accordance with
Section 3(a)(i). For example, if the maximum commitment available under any Substitute
Credit Facility is decreased to $2.5 million, then the Loan Commitments and Notes of the
Noteholders shall be the following amounts: BRS — $1,622,299; ARC — $7,297,701; and Brinckman —
$3,250,000.



               (iii) The Company shall repay the principal amount of the Loans then outstanding with
borrowings under the Substitute Credit Facility to the extent of any Increased












 





4



Credit Facility Commitment in the following order of priority, subject to the provisions of
Section 3(a)(ii) hereof and except to the extent that Brinckman has elected to increase the
Brinckman Loans in accordance with Section 4 hereof:




               (A) first, to Noteholders to the extent that the principal amount of their
Loans outstanding exceed an amount equal to the product of their Maximum Loan Percentages
and the aggregate principal amount of Loans outstanding under all of the Notes; and




               (B) second, to the Noteholders in accordance with Section 3(a)(i)
hereof;


however, if such obligation to repay the principal amount of the Loans is the result solely of an
increase in the maximum commitments available to the Company under the Bank of America Facility,
the maximum aggregate principal amount repaid pursuant to this Section 3(a)(ii) shall not
exceed the increase in the maximum commitments available to the Company under the Bank of America
Facility.




          (b) In the event that the Company shall fail to repay the full amount of the Loans on the
scheduled Maturity Date, upon any acceleration of the Loans or upon any bankruptcy, reorganization,
insolvency or similar proceeding (an “Insolvency Event”), all payments of principal under
the Notes shall be applied and made in the following order of priority:





          (i) first, to Noteholders to the extent that the principal amount of their
Loans outstanding exceed an amount equal to the product of their Maximum Loan Percentages
and the aggregate principal amount of Loans outstanding under all of the Notes; and




          (ii) second, to the Noteholders pro rata based on the aggregate principal
amount of their Loans after giving effect to clause (i) above.



     (c) In the event that the Company shall make any payment of interest under the Notes in an
amount less than the aggregate amount of interest then accrued and unpaid under all of the Notes,
the amount of such payment of interest shall be allocated and paid to the Noteholders pro rata
based on the aggregate amount of interest accrued and unpaid under each of the Notes.



     (d) In the event that any Noteholder shall receive any payment of principal, interest or other
amount in excess of the amount thereof that such Noteholder would be entitled to receive, vis-à-vis
the other Noteholders, pursuant to Sections 3(a), 3(b), 3(c) or 4 hereof (an “Excess
Allocation”), such Excess Allocation shall be paid by the Noteholder to the other Noteholders
to the extent necessary to re-allocate such Excess Allocation in accordance with the provisions of
Sections 3(a), 3(b), 3(c) or 4 hereof.












 





5

     (e) So long as any Loans are outstanding or any Noteholder shall have any obligation under the
Loan Commitments, the Company (including without limitation as debtor-in-possession in any
bankruptcy or similar proceeding) shall not grant to any Noteholder or any “Affiliate” or “Related
Person” (as such terms are defined in the Operating Agreement) of any Noteholder, and no Noteholder
or Affiliate or Related Person of any Noteholder shall seek or obtain, any of the following
(together, “Security”), except for the mutual benefit of all of the Noteholders pro rata in
accordance with the obligations of the Company under the Notes: (i) any collateral security for the
Notes or any other obligation owed by the Company to any Noteholder or any Affiliate or Related
Person of any Noteholder (the Notes and any other obligations owed by the Company to the
Noteholders or any Affiliate or Related Person of the Noteholders being herein together referred to
as “Noteholders Obligations”); (ii) any lien on any assets of the Company; (iii) any
guarantee of any Noteholders Obligations; or (iv) in any bankruptcy proceeding of the Company, any
use of cash collateral. In the event that any Noteholder or Affiliate or Related Person of any
Noteholder shall receive any Security, such Noteholder or Affiliate or Related Person shall hold
and share such Security for the mutual benefit of all of Noteholders pro rata in accordance with
the obligations of the Company under the Notes and the terms of this Intercreditor Agreement.



     (f) The provisions of this Section 3 shall be applicable both before and after any
Insolvency Event affecting the Company or any Noteholder or Affiliate or Related Person of any
Noteholder and shall apply to all distributions payable to or received by the Noteholders or any
Affiliate or Related Person of any Noteholder pursuant to any plan of liquidation or reorganization
of the Company.



     (g) Notwithstanding the other provisions of this Intercreditor Agreement, including without
limitation this Section 3, no Noteholder shall be deemed to have guaranteed the Noteholders
Obligations owed to any other Noteholder. In the event of any judicial determination that the
Noteholders Obligations owed to any Noteholder (“Disallowed Noteholders Obligations” and a
“Disallowed Noteholder”, respectively) are void or unenforceable or shall be equitably
subordinated to the claims of other creditors of the Company or shall be re-characterized as
equity, the other provisions of this Section 3 shall not require that the Company pay or
turn over to, or share with, any Disallowed Noteholder any portion of a payment of the Noteholders
Obligations owed to non-Disallowed Noteholders or any Security granted to non-Disallowed
Noteholders; and the non-Disallowed Noteholders shall have no obligation to pay or turn over to, or
share with, any Disallowed Noteholder any such payment or Security to which the non-Disallowed
Noteholders are entitled.



     4. Notwithstanding anything to the contrary herein, Brinckman with regard to the Brinckman
Note and at any time prior to payment in full of the amount due under the Brinckman Note, may:




     (i) with regard to the BRS Note Closing, elect to increase the Brinckman Loans as of
the BRS Note Closing by written notice to the Company and other Noteholders, provided such
increase does not result in the Brinckman Loans exceeding the lesser of (A) the aggregate
amount owed by the Company under all of the Notes












 





 6


immediately prior to such increase in the Brinckman Loans (the “Noteholders’ Debt”)
and (B) $3,250,000; or




     (ii) after the BRS Note Closing, elect to increase or decrease the Brinckman Loans upon
thirty (30) days prior written notice to the Company and the other Noteholders, provided
such decrease does not result in the ratio of the Brinckman Loans to the total Loans (after
giving effect to such decrease in the Brinckman Loans) less than 28.05% and such increase
does not result in the Brinckman Loans exceeding the lesser of (A) the Noteholders’ Debt and
(B) $3,250,000.


In the event of such a change in the amount of the Brinckman Loans in accordance with the
foregoing, the remainder of the Loans under the BRS Note and the Heritage Note will be adjusted
between said two Notes in a ratio of 18.53% to 81.47%, respectively, with the Maximum Loan
Percentages of BRS and ARC adjusted accordingly. However, the BRS Maximum Loan Percentage shall not
exceed 13.33%.




     5. No Noteholder shall take any action or pursue any remedy upon the occurrence of an Event of
Default under the Notes except for the mutual benefit of all of Noteholders pro rata in accordance
with the obligations of the Company under the Notes. The Noteholders shall be entitled to
reimbursement by the Company of their out-of-pocket costs and expenses in connection with any
action to enforce the obligations of the Company under the Notes or this Intercreditor Agreement.



     6. So long as any Loans are outstanding or any Noteholder shall have any obligation under the
Loan Commitments, the Company and the Noteholders shall not amend the Notes, and the Company shall
not incur any indebtedness to the Noteholders or their Affiliates or Related Persons except
pursuant to the Notes and in accordance with this Intercreditor Agreement, without the consent of
all of the Noteholders. However, the Heritage Note and the Brinckman Note may be amended to conform
to the terms of the BRS Note and to reduce the stated principal amount of the Heritage Note and the
Brinckman Note to the applicable Loan Commitment as set forth on the signature page hereto.



     7. The provisions of this Intercreditor Agreement shall continue to be applicable to the Notes
notwithstanding any assignment or transfer of the Notes and to any assignee or transferee of the
Notes. No Noteholder shall effect any assignment or transfer of its Note unless such assignee or
transferee shall agree in writing (a “Permitted Note Assignee”), for the benefit of the
Company and the other Noteholders, to be bound by this Intercreditor Agreement and acknowledge that
the Note assigned or transferred shall continue to be bound by this Intercreditor Agreement; and
any assignment or transfer of the Notes without compliance with the provisions of this
Section 7 shall be void.



     8. This Intercreditor Agreement shall be governed in all respects by and construed in
accordance with the laws of the State of Indiana without regard to conflicts of laws principles.












 




 7


     9. The provisions of this Intercreditor Agreement shall be solely for the benefit of the
parties hereto and any Permitted Note Assignee. No third party creditor of the Company shall have
any rights under or as a consequence of this Intercreditor Agreement.



     10. This Intercreditor Agreement supercedes and restates any previously executed agreement
regarding the matters which are the subject of this Intercreditor Agreement.



[Signature Page Follows]














 





8



     In witness whereof, the undersigned have executed this Intercreditor Agreement as of the date
first above written.



	 	 	 	 	 
	Heritage-Crystal Clean, LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ Joe Chalhoub	 	 
	Print name:

	 	Joe Chalhoub

	 	 
	 

	 	 

	 	 
	Print title:
	 	President & CEO	 	 
	 

	 	 

	 	 






Noteholders




	 	 	 	 	 	 	 
	Asphalt Refining Company	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ John P. Vercruysse	 	/s/ Donald Brinckman
	 	 	 	 	 
	Print name:	 	John P. Vercruysse	 	Donald Brinckman

	 

	 	 

	 	 	 	 
	Print title:
	 	Controller	 	 	 	 
	 

	 	 

	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Stated Principal
Amount of Note and
Loan Commitment
Immediately Prior
to Initial BRS
Loan:

	 	$	10,000,000	 	 	Stated Principal
Amount of Note and
Loan Commitment
Immediately Prior
to Initial BRS
Loan:
	 	$	3,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Loan Commitment 

Immediately After 

Initial BRS Loan:

	 	$	8,320,000	 	 	Loan Commitment

Immediately After

Initial BRS Loan:
	 	$	3,250,000	 






	 	 	 	 	 
	Bruckmann, Rosser, Sherrill & Co II,
L.P.
 


	By:
	 	/s/ Bruce C. Bruckmann	 	 
	Print name:

	 	Bruce C. Bruckmann

	 	 
	Print title:

	 	Managing
Director

	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	Stated Principal
Amount of Note and
Loan Commitment:

	 	$	1,750,000	 	 	 
	 	 
	 
	Principal Amount 

Outstanding 

Immediately After 

BRS Initial Loan:

	 	$	1,750,000	 	 	 	 	 






Intercreditor Agreement dated as of February 24, 2004














 








INTERCREDITOR AGREEMENT

NOTEHOLDER AND COMPANY CONSENT




     Pursuant to Section 6 of the Intercreditor Agreement dated February 24, 2004, the Noteholders
thereunder hereby consent to an amendment of the ARC Note in form attached hereto as Exhibit A and
made a part hereof. This Consent may be executed in counterparts, each of which shall be an
original and all of which together shall constitute one and the same agreement among the parties.



	 	 	 	 	 
	COMPANY:

Heritage-Crystal Clean, LLC
 

	 
	By:

	 	/s/ Greg Ray	 	Date: April 3, 2007
	 

	 	 

Greg Ray, Vice President
	 	 
	 
	 	 	 	 
	NOTEHOLDERS:

Asphalt Refining Company	 	 
	 
	 	 	 	 
	By:

	 	/s/ John P. Vercruysse	 	Date: April 27, 2007
	Name/Print:

	 John
P. Vercruysse

	 	 
	Title:

	 	 Controller

	 	 
	 
	 	 	 	 
	Bruckmann, Rosser, Sherrill & Co. II, L.P.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Bruce C. Bruckmann	 	Date: May 2, 2007
	 

	 	 

	 	 
	Name/Print:
	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 	 	Date: April 5, 2007
	/s/
Donald Brinckman	 	 
	Donald Brinckman	 	 






Intercreditor Agreement dated as of February 24, 2004













 






2


Intercreditor Agreement Noteholder Notice dated February 24, 2004




Pursuant to Subsection 4(i) of the Intercreditor Agreement dated February 24, 2004 (“Agreement”)
among Heritage-Crystal Clean, LLC (“the Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P.
(“BRS”), Asphalt Refining Company (“ARC”) and Donald Brinckman (“Brinckman”), Brinckman hereby
gives notice to Company, BRS and ARC of his election to set his amount loaned to the Company, as of
the BRS Note Closing, as defined in the Agreement at $3,250,000.00.



In witness whereof, the undersigned has executed this Notice as of the date first above written.



	 	 	 
	/s/
Donald Brinckman

Donald Brinckman

	 	 





The above notice is hereby acknowledged by Heritage-Crystal Clean; Bruckmann, Rosser, Sherrill &
Co. II, L.P. and Asphalt Refining Company.




	 	 	 	 	 
	Heritage-Crystal Clean, LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ Greg Ray	 	 
	 

	 	 

	 	 
	Print name:

	 	Greg
Ray

	 	 
	Print title:
	 	Vice
President	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Asphalt Refining Company	 	 
	 
	 	 	 	 
	By:
	 	/s/ John P. Vercruysse	 	 
	 

	 	 

	 	 
	Print name:

	 	John
P. Vercruysse

	 	 
	Print title:

	 	Controller

	 	 
	 
	 	 	 	 
	Bruckmann, Rosser, Sherrill & Co II, L.P.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Bruce C. Bruckmann	 	 
	 

	 	 

	 	 
	Print name:

	 	Bruce
C. Bruckmann

	 	 
	Print title:

	 	Managing
Director

	 	 















 





3


EXECUTION COPY




NOTEHOLDER AND COMPANY CONSENT UNDER INTERCREDITOR AGREEMENT DATED FEBRUARY 24, 2004




          This NOTEHOLDER AND COMPANY CONSENT UNDER INTERCREDITOR AGREEMENT DATED FEBRUARY 24, 2004
(this “Consent”), is made as of April 19, 2006 by and between DONALD BRINCKMAN, ASPHALT
REFINING COMPANY and BRUCKMAN, ROSSER SHERRILL & CO., INC. (the “Noteholders”) and
HERITAGE CRYSTAL-CLEAN, LLC (the “Company”).




W
I T N E S S E T H:




          WHEREAS, the Noteholders and Company have entered into that certain INTERCREDITOR AGREEMENT
DATED FEBRUARY 24, 2004 (the “Agreement”); and




          WHEREAS, the Company has increased its existing Credit Facility with Bank of America from
$12,000,000.00 to $20,000,000.00; and




          WHEREAS, the Company and Donald Brinkman have amended the Brinckman Note as more fully set
forth in Exhibit A attached hereto and incorporated herein; and




          NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated
herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Company and Noteholders and each of them, such parties hereby waive any prior
required notice of any actions taken hereunder and agree as follows:




          1. Amendment to Brinckman Note. Notwithstanding anything to the contrary contained in
the Agreement or the BRS Purchase Agreement (as that term is defined in the Agreement), the Company
and Noteholders consent and agree that the Brinkman Note is hereby amended as set forth on Exhibit
A.




          2. Representations, Warranties and Covenants.




          (a) The Noteholders and the Company hereby represent and warrant that this Consent constitutes
legal, valid and binding obligations of the Noteholders and the Company enforceable against the
each of them in accordance with its terms.




          (b) The Noteholders and the Company hereby represent and warrant that the execution, delivery
and performance of this Consent has been duly authorized, does not violate any provision of its
charter agreement, will not violate any law, regulation, court order or writ applicable to it, and
will not require the approval or consent of any governmental agency, or of any other third party
under the terms of any contract or agreement to which it is bound.













 




4




          4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF ILLINOIS.




          5. Counterparts. This Agreement may be executed in counterparts, each of which shall
be an original and all of which together shall constitute one and the same agreement among the
parties.




* * * * *




 









 








          IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above
written.




	 	 	 	 	 	 	 
	 	 	DONALD BRINCKMAN, as Noteholder	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Donald Brinckman
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ASPHALT REFINING COMPANY, as Noteholder	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John P. Vercruysse
	 

	 	 	 	 
	 

	 	Name:	 	John P. Vercruysse
	 

	 	 	 	 
	 

	 	Title:	 	Controller
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BRUCKMAN, ROSSER SHERRILL & CO., INC, as Noteholder	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bruce C. Bruckmann
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	HERITAGE CRYSTAL-CLEAN, LLC, as the Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gregory Ray
	 

	 	 	 	 
	 

	 	Name:	 	Gregory Ray
	 

	 	 	 	 
	 

	 	Title:	 	Secretary
	 

	 	 	 	 















 





2

EXHIBIT A




First Amended and Restated Brinckman Note attached