PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.
Section 9.16 [Reserved].
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Section 9.17 USA Patriot Act. Each Lender that is subject to the Patriot Act and
the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies each Credit Party that pursuant to the requirements of the Patriot Act
it is required to obtain, verify and record information that identifies such
Credit Party, which information includes the name and address of such Credit
Party and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify such Credit Party in accordance with the
Patriot Act.
Section 9.18 Integration. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS
DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND
SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL,
RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS
AGREEMENT AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
IN EXECUTING THIS AGREEMENT, EACH CREDIT PARTY HERETO HEREBY WARRANTS AND
REPRESENTS IT IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION OTHER THAN THOSE
IN THIS AGREEMENT AND IS RELYING UPON ITS OWN JUDGMENT AND ADVICE OF ITS
ATTORNEYS.
[Remainder of this page intentionally left blank. Signature pages follow.]
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EXECUTED as of the date first above written.
BORROWER: HECKMANN CORPORATION By:
/s/ Damian C. Georgino
Damian C. Georgino
Executive Vice President, Corporate
Development and Chief Legal Officer
Signature page to Credit Agreement
(Heckmann Corporation)
ADMINISTRATIVE AGENT/LENDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent, Issuing Lender, a Lender, and a Swing Line Lender By:
/s/ T. Alan Smith
T. Alan Smith
Managing Director
Signature page to Credit Agreement
(Heckmann Corporation)
REGIONS BANK, as a Lender By:
/s/ Jorge E. Goris
Name: Jorge E. Goris
Title:
Senior Vice President
Signature page to Credit Agreement
(Heckmann Corporation)
FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender By:
/s/ Brian R. Dobis
Brian R. Dobis
Vice President
Signature page to Credit Agreement
(Heckmann Corporation)
CITIZENS BANK OF PENNSYLVANIA, as a Lender By:
/s/ Joseph E. King
Name: Joseph E. King
Title: Senior Vice President
Signature page to Credit Agreement
(Heckmann Corporation)
FIFTH THIRD BANK, as a Lender By:
/s/ Malcolm Ferguson
Malcolm Ferguson
Vice President
Signature page to Credit Agreement
(Heckmann Corporation)
FIRST NIAGARA BANK, N.A., as a Lender By:
/s/ Jeffrey Kridler
Name: Jeffrey Kridler
Title:
Vice President
Signature page to Credit Agreement
(Heckmann Corporation)
EXHIBIT A
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (the "Assignment and Acceptance") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the