exv10w41



 




Exhibit 10.41




SIGNATURE PAGE ESCROW AGREEMENT




     This SIGNATURE PAGE ESCROW AGREEMENT (this “Agreement”), is entered into on this ___th
day of March, 2008 (the “Effective Date”), by and among each of the signatories to the
Reorganization Documents (as hereinafter defined) (each, a “Signatory,” and collectively,
the “Signatories”) and Gregory Ray, in his capacity as the signature escrow agent (the
“Signature Escrow Agent”).



Recitals:




     WHEREAS, the Signatories have each executed signature pages (the “Signature
Pages”) to those certain (i) Agreement and Amendment No. 7 to the Restated Operating Agreement
of Heritage-Crystal Clean, LLC (“HCC LLC”) substantially in the form attached hereto as
Exhibit A (the “Operating Agreement Amendment”); (ii) Equity Exchange Agreement
substantially in the form attached hereto as Exhibit B (the “Equity Exchange
Agreement”); and (iii) the Agreement and Plan of Merger relating to the merger of BRS-HCC
Investment Co., Inc. into Heritage-Crystal Clean, Inc. (“HCC Inc.”) substantially in the
form attached hereto as Exhibit C (the “BRS Merger Agreement,” and together with
the Operating Agreement Amendment and the Equity Exchange Agreement, the “Reorganization
Documents”);



     WHEREAS, the Signatories desire to deliver to the Signature Escrow Agent, the Signature Pages
for each of the Reorganization Documents, to be held in escrow until the full satisfaction of all
of the Release Conditions (as hereinafter defined); and



     WHEREAS, the Signature Escrow Agent desires to accept possession of the Signature Pages and to
hold the Signature Pages in escrow until the full satisfaction of all of the Release Conditions,
upon which time the Signature Escrow Agent will release the Signature Pages from escrow.



     NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the
parties hereto agree as follows:



     1. Escrow of Signatures. As of the Effective Date, the Signatories hereby irrevocably
deliver the Signature Pages to the Signature Escrow Agent, and the Signature Escrow Agent hereby
accepts the Signature Pages, and agrees to hold the Signature Pages in escrow until the full
satisfaction of all of the Release Conditions.



     2. Effect of Escrow. Until the Signature Escrow Agent releases the Signature Pages from
escrow in accordance with Section 4, the Reorganization Documents shall be deemed to be not
executed, and none of the transactions contemplated by the Reorganization Documents shall be
consummated or deemed to have become effective.



     3. Release Conditions. The conditions for release (collectively, the “Release
Conditions”) shall include the occurrence of each of the following:



     3.1 HCC Inc., HCC LLC, William Blair & Company, L.L.C. and Piper Jaffray & Co. shall have
executed and delivered the Underwriting Agreement substantially in the form attached hereto as
Exhibit D;



     3.2 Heritage-Crystal Clean, LLC shall have received approximately $11.0 million in funds from
Bank of America, N.A.



 









 





     4. Release from Escrow. The Signature Escrow Agent hereby agrees to further agrees to hold
the Signature Pages in escrow until it receives written notice from McDermott Will & Emery LLP that
the Release Conditions have been fully satisfied.



     5. Indemnification. Each of the Signatories hereby agrees to indemnify the Signature
Escrow Agent and to hold the Signature Escrow Agent harmless against all claims, damages and
liabilities resulting from or in connection with its actions as Signature Escrow Agent, or
otherwise arising in connection with this Agreement.



     6. Incorporation by Reference. Section 8 of the Equity Exchange Agreement is incorporated
herein by reference.



     7. Electronic Signatures. For purposes of this Agreement, the Signature Escrow Agent shall
be authorized to rely on facsimile and/or pdf copies of signatures, and shall not be required to
undertake any investigation into the validity of any signatures.



     8. Termination. This Agreement shall automatically terminate if all of the Release
Conditions have not been fully satisfied on or before April 15, 2008. If this Agreement is
terminated pursuant to this Section 8, the Signature Escrow Agent shall release all of the
Signature Pages to the respective signatories, the Reorganization Documents shall be deemed to be
not executed, and none of the transactions contemplated by the Reorganization Documents shall be
consummated or deemed to have become effective.



[Remainder of Page Intentionally Left Blank]




2









 







     IN WITNESS WHEREOF the parties hereby adopt and execute this Agreement, effective as of the
Effective Date.



	 	 	 	 	 	 	 
	 	 	ESCROW AGENT	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SIGNATORIES	 	 
	 
	 	 	 	 	 	 
	 	 	HERITAGE-CRYSTAL CLEAN, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HERITAGE-CRYSTAL CLEAN, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE HERITAGE GROUP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     John Vercruysse	 	 
	 
	 	 	 	 	 	 
	 	 	J. CHALHOUB HOLDINGS, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Joseph Chalhoub, President	 	 






[Signature Page to Escrow Agreement]




 









 







	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Frank Fehsenfeld	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Mike DeAngelis	 	 
	 
	 	 	 	 	 	 
	 	 	GREGORY PAUL RAY TRUST U/T/A DTD. March 7, 2000	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Gregory Paul Ray, Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	John Lucks	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Fred M. Fehsenfeld, Jr.	 	 
	 
	 	 	 	 	 	 
	 	 	MAGGIE FEHSENFELD TRUST NO. 103	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     James C. Fehsenfeld, Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	IRREVOCABLE TRUST FOR THE BENEFIT OF FRANK

STOCKDALE FEHSENFELD AND HIS ISSUE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     James C. Fehsenfeld, Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Glenn Jones	 	 






[Signature Page to Escrow Agreement]




 









 







	 	 	 
	 

	 	THE HERITAGE-CRYSTAL CLEAN KEY EMPLOYEE MEMBERSHIP INTEREST TRUST






	 	 	 
	 

	 	By: THE HERITAGE GROUP, PURSUANT TO AN

IRREVOCABLE APPOINTMENT OF A PROXY DATED

FEBRUARY 24, 2004






	 	 	 	 	 
	 

	 	     By:	 	 
	 

	 	 	 	 
	 

	 	 	 	     John Vercruysse






	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Donald Brinckman, as Trustee under the

Donald W. Brinckman Trust Agreement

u/t/a dated October 11, 1999, as amended
	 
	 	 	 	 
	 	 	 
	 	 	Ken Price






	 	 	 	 	 	 	 
	 	 	BRS-HCC INVESTMENT CO., INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[Signature Page to Escrow Agreement]