HECKMANN CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
Rough Rider Escrow Inc., a Delaware corporation (the “Stage I Issuer”) and a wholly-owned unrestricted subsidiary of Heckmann Corporation (“Heckmann” or the “Company”), is issuing and selling to the initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom Jefferies & Company, Inc., Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives”), upon the terms set forth in the Purchase Agreement, dated October 26, 2012, by and among the Stage I Issuer, the Company, the guarantors named therein and the Initial Purchasers (the “Purchase Agreement”) (which, upon consummation of the Merger, will have been duly and validly authorized by each of Acquisition Co. and its domestic subsidiaries), $150,000,000 in aggregate principal amount of its 9.875% Senior Notes due 2018 (each, a “Stage I Note” and collectively, the “Stage I Notes”).
SECURITY AND ESCROW AGREEMENTSecurity and Escrow Agreement • November 7th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
THIS SECURITY AND ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into as of November 5, 2012 by and among ROUGH RIDER ESCROW, INC., a Delaware corporation (the “Company”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Stage I Trustee,” and, together with the Company, the “Other Parties”) under the Stage I Indenture (as defined below), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as escrow agent (the “Escrow Agent”).
