CREDIT AGREEMENT Dated as of February 21, 2017Credit Agreement • February 27th, 2017 • Heritage-Crystal Clean, Inc. • Sanitary services
WHEREAS, the Borrower and Bank of America, N.A. (with its successors, “Bank of America”) previously entered into a Credit Agreement, dated as of February 16, 2005 (the “Original Credit Agreement”), which Original Credit Agreement was most recently amended and restated pursuant to an Amended and Restated Credit Agreement, dated as of February 5, 2013, as amended by a First Amendment dated as of October 16, 2014, a Second Amendment dated as of October 16, 2014 (the “Second Amendment”), and a Third Amendment dated as of June 29, 2015 (as so amended, and as amended, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), pursuant to which Bank of America has made loans and other extensions of credit to the Borrower;
AGREEMENT AND PLAN OF MERGER by and among JFL-TIGER ACQUISITION CO., INC., JFL- TIGER MERGER SUB, INC. and HERITAGE-CRYSTAL CLEAN, INC. Dated as of July 19, 2023Merger Agreement • July 20th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 19, 2023, is entered into by and among JFL-Tiger Acquisition Co., Inc., a Delaware corporation (“Parent”), JFL-Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 20th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2023 by and among JFL-Tiger Acquisition Co, Inc., a Delaware corporation (“Parent”), JFL-Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of Heritage-Crystal Clean Inc., a Delaware corporation (the “Company”).
HERITAGE-CRYSTAL CLEAN, INC. 3,100,000 Shares of Common Stock1 UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2014 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 1st, 2018 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This Restricted Stock Award ("Award") is made this [insert date] ("Date of Grant"), by Heritage-Crystal Clean, Inc. (the "Company") to [Name] (the "Grantee").
INDEMNITY AGREEMENTIndemnification Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Delaware
This Indemnity Agreement (this “Agreement”) is made as of , 2008, by and between Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THIRD AMENDED AND...Credit Agreement • October 22nd, 2010 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 14, 2009, between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (John Lucks)Non-Competition and Non-Disclosure Agreement • August 3rd, 2007 • Heritage-Crystal Clean, Inc. • Sanitary services • Indiana
This NON-COMPETITION AND NON-DISCLOSURE AGREEMENT is entered into this 1st day of March, 2000, by and between John Lucks, who resides at 19N170 Hillcrest Drive, Hampshire, Illinois 60140 (“Executive”) and Heritage-Crystal Clean, LLC, an Indiana limited liability company (“Crystal Clean”);
NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (Gregory Ray)Non-Competition and Non-Disclosure Agreement • August 3rd, 2007 • Heritage-Crystal Clean, Inc. • Sanitary services • Indiana
This NON-COMPETITION AND NON-DISCLOSURE AGREEMENT is entered into this 15th day of November, 1999, by and between Gregory Ray, who resides at 39W750 Crosscreek Lane, St. Charles, Illinois 60175 (“Executive”) and Heritage-Crystal Clean, LLC, an Indiana limited liability company (“Crystal Clean”);
NON-COMPETITION AND NON-DISCLOSURE AGREEMENTNon-Competition and Non-Disclosure Agreement • August 3rd, 2007 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
NON-COMPETITION AND NON-DISCLOSURE AGREEMENT dated as of February 24, 2004, by and among (i) BRS-HCC Investment Co., Inc. (“BRS-HCC”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRSLP”), Bruckmann, Rosser, Sherrill & Co., Inc., a Delaware corporation (“BRSC”) (“BRS-HCC”, “BRSLP” and “BRSC” collectively “BRS”), and Bruce C. Bruckmann, individually (“BCB”), and (ii) Heritage-Crystal Clean, LLC, an Indiana limited liability company (“Company”);
UNIT REDEMPTION AGREEMENT (Gregory Ray)Unit Redemption Agreement • August 3rd, 2007 • Heritage-Crystal Clean, Inc. • Sanitary services • Indiana
This UNIT REDEMPTION AGREEMENT (“Agreement”), made this 15th day of November, 1999 (“Effective Date”), by and between Gregory Ray, 39W750 Crosscreek Lane, St. Charles, Illinois 60175 (“Member”), and Heritage-Crystal Clean, LLC, an Indiana limited liability company (“Company”);
STOCK PURCHASE AGREEMENTby and amongHeritage-Crystal Clean, LLCan Indiana limited liability company,as Buyer,DÉDALO PATRIMONIAL S.L.U.,a sociedad limitada unipersonal formed under the laws of the Kingdom of Spain,as Seller, and Fomento de...Stock Purchase Agreement • October 16th, 2014 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 16, 2014, by and among Heritage-Crystal Clean, LLC, an Indiana limited liability company (“Buyer”), Dédalo Patrimonial, S.L.U., a sociedad limitada unipersonal formed under the laws of the Kingdom of Spain (“Seller”) and, solely for purposes of Section 5.5 and Article 7, Fomento de Construcciones y Contratas, S.A., a sociedad anónima formed under the laws of the Kingdom of Spain (“Parent”). Each of Buyer and Seller is referred to herein as a “Party” and collectively as the “Parties.”
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • March 11th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This EQUITY EXCHANGE AGREEMENT (this “Agreement”) is entered into this ___day of March, 2008 (the “Exchange Effective Date”), by and among Heritage-Crystal Clean, Inc., a Delaware corporation (“HCC Inc.”), Heritage-Crystal Clean, LLC, an Indiana limited liability company (“HCC LLC”), and each of the members of HCC LLC. Each member of HCC LLC, other than BRS-HCC Investment Co., Inc. (“BRS-HCC”), are sometimes referred to in this agreement individually as a “Contributor,” and collectively as the “Contributors.” The Contributors are listed on Schedule A hereto.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 3rd, 2017 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This Executive Employment Agreement (“Agreement”) is made and entered into effective as of November 2, 2017 (“Effective Date”) by and between Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”), and Ellie Bruce (“Executive”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 1st, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 27, 2007, is made between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (the “Borrower”) and BANK OF AMERICA, N.A. (the “Lender”). Undefined capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement referenced below.
Heritage-Crystal Clean, Inc. 1,740,000 Shares of Common Stock1 Underwriting AgreementUnderwriting Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
William Blair & Company, L.L.C. As Representative of the Several Underwriters Named in Schedule A c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606
Placement Agent AgreementPlacement Agent Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
SIGNATURE PAGE ESCROW AGREEMENTSignature Page Escrow Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services
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”).
RETIREMENT AGREEMENTRetirement Agreement • February 5th, 2019 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This Retirement Agreement ("Agreement") is entered into on February 1, 2019 by and between John O. Lucks ("Lucks"), and Heritage-Crystal Clean, Inc. ("HCCI").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 1st, 2018 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of June 28, 2017, among HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (the “Borrower”), HERITAGE-CRYSTAL CLEAN, INC., a Delaware corporation (“Holdings”), each Subsidiary of the Borrower from time to time party to the Credit Agreement referred to below (collectively with Holdings, the “Guarantors”; and the Guarantors together with the Borrower, the “Loan Parties”), each lender from time to time party to such Credit Agreement (collectively, the “Lenders” and individually, each a “Lender”), and BANK OF AMERICA, N.A., as the Administrative Agent (the “Agent”).
HERITAGE-CRYSTAL CLEAN, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 13, 2023 among Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”), The Heritage Group, an Indiana general partnership (the “Heritage Group”), and each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors” and with the Heritage Group, the “Stockholders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 3rd, 2012 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”) is made and entered into as of the 7th day of February, 2012, between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
EXECUTIVE EMPLOYMENT AGREEMENT (Gregory Ray)Executive Employment Agreement • August 3rd, 2007 • Heritage-Crystal Clean, Inc. • Sanitary services • Indiana
This EMPLOYMENT AGREEMENT (“Agreement”), between Heritage-Crystal Clean, LLC, an Indiana limited liability company (“Company”), and Gregory Ray, 39W750 Crosscreek Lane; St. Charles, Illinois 60175 (“Executive”), dated as of the 15th day of November, 1999 (“Effective Date”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This EQUITY EXCHANGE AGREEMENT (this “Agreement”) is entered into this ___day of March, 2008 (the “Exchange Effective Date”), by and among Heritage-Crystal Clean, Inc., a Delaware corporation (“HCC Inc.”), Heritage-Crystal Clean, LLC, an Indiana limited liability company (“HCC LLC”), and each of the members of HCC LLC. Each member of HCC LLC, other than BRS-HCC Investment Co., Inc. (“BRS-HCC”), are sometimes referred to in this agreement individually as a “Contributor,” and collectively as the “Contributors.” The Contributors are listed on Schedule A hereto.
HERITAGE – CRYSTAL CLEAN, INC. OMNIBUS INCENTIVE PLAN OF 2008 STOCK OPTION GRANT NOTICE AND AGREEMENTStock Option Grant Agreement • February 25th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
Heritage – Crystal Clean, Inc. (the “Company”) is pleased to confirm that you have been granted a stock option Award (this “Award”), effective [insert date] (the “Grant Date”). This Award is subject to the terms of this Stock Option Grant Notice and Agreement (this “Agreement”) and is made under the Heritage – Crystal Clean, Inc. Omnibus Incentive Plan of 2008 (the “Plan”) which is incorporated into this Agreement by reference. Any capitalized terms used herein that are otherwise undefined shall have the same meaning provided in the Plan.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 18th, 2010 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of the 14th day of May, 2010, between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
US.129930434.05 SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Second Amendment to Executive Employment Agreement (the “Second Amendment”) is made and entered into effective as of February 1, 2021, by and between Heritage- Crystal Clean,...Executive Employment Agreement • January 13th, 2021 • Heritage-Crystal Clean, Inc. • Sanitary services
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 20th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2023 by and among JFL-Tiger Acquisition Co, Inc., a Delaware corporation (“Parent”), JFL-Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 30th, 2010 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is made and entered into as of the 1st day of June, 2010, between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 5th, 2013 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
This SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”) is made and entered into as of the 31st day of January, 2013, between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
UNIT PURCHASE AND SALE AGREEMENT Donald BrinckmanUnit Purchase and Sale Agreement • August 3rd, 2007 • Heritage-Crystal Clean, Inc. • Sanitary services • Indiana
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”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 14, 2009 between HERITAGE-CRYSTAL CLEAN, LLC, as Borrower, and BANK OF AMERICA, N.A., as LenderCredit Agreement • March 4th, 2011 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 14, 2009, between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 3, 2008 between HERITAGE-CRYSTAL CLEAN, LLC, as Borrower, and BANK OF AMERICA, N.A., as LenderCredit Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of March 3, 2008, between HERITAGE-CRYSTAL CLEAN, LLC, an Indiana limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
MULTI-STORY OFFICE BUILDING LEASEMulti-Story Office Building Lease • August 3rd, 2007 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
In consideration of the covenants and agreements contained herein, Lessor leases to Lessee, and Lessee leases from Lessor, the premises designated below together with any appurtenances, for the Term stated below.
THIRD AMENDED AND RESTATED) NOTENote • August 3rd, 2007 • Heritage-Crystal Clean, Inc. • Sanitary services
FOR VALUE RECEIVED, the undersigned (“Borrower”), hereby promises to pay to Bank of America, N.A. or assigns (“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by Lender to Borrower under that certain Amended and Restated Credit Agreement, dated as of October 27, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between Borrower and Lender.
