Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - Heritage-Crystal Clean, Inc. | hcciex311q22017.htm |
| EX-32.2 - EXHIBIT 32.2 - Heritage-Crystal Clean, Inc. | hcciex322q22017.htm |
| EX-32.1 - EXHIBIT 32.1 - Heritage-Crystal Clean, Inc. | hcciex321q22017.htm |
| EX-31.2 - EXHIBIT 31.2 - Heritage-Crystal Clean, Inc. | hcciex312q22017.htm |
| 10-Q - 10-Q - Heritage-Crystal Clean, Inc. | a201710-qq2.htm |
8952497.4
FIRST AMENDMENT TO
CREDIT AGREEMENT
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”).
WHEREAS, the Borrower, the other Loan Parties, the Lenders and the Agent are
party to that certain Credit Agreement, dated as of February 21, 2017 (as amended,
restated, supplemented or modified from time to time, the “Credit Agreement”), pursuant
to which the Lenders have extended credit to the Borrower on the terms set forth therein;
WHEREAS, the Loan Parties and the Required Lenders have agreed to make
certain amendments and updates to the Credit Agreement on the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Credit Agreement. This First Amendment shall
constitute a Loan Document for all purposes of the Credit Agreement and the other Loan
Documents.
2. Amendments to Section 7.05 (Dispositions) of the Credit Agreement.
Section 7.05 of the Credit Agreement is hereby amended as follows:
(a) Clause (f) of Section 7.05, is hereby deleted in its entirety and
replaced with the following:
“(f) Other Dispositions, provided that the fair market value of such
Dispositions, individually and/or in the aggregate, shall not exceed 5.0% of
the value of the consolidated total assets of Holdings and its Subsidiaries (as
determined by reference to the most recent fiscal year end consolidated
balance sheet of Holdings and its Subsidiaries delivered to the
Administrative Agent pursuant to Section 6.01(a)) in any fiscal year.”
3. Conditions to Effectiveness. This First Amendment shall be deemed
effective when (i) the Agent shall have received counterpart signature pages to this First
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8952497.4
Amendment duly executed and delivered by the Borrower, each other Loan Party and the
Required Lenders, and (ii) arrangements completely satisfactory to the Agent shall have
been made for the payment at closing of all fees and expenses incurred in connection with
this First Amendment (including the fees and expenses of counsel for the Agent) to the
extent invoiced on or prior to the date hereof.
4. Representations and Warranties. The Borrower and each other Loan
Party jointly and severally represents and warrants to the Agent and the Lenders as
follows:
(a) The execution, delivery and performance of this First Amendment
(i) are within the authority of each of the Loan Parties, (ii) have been duly authorized by all
necessary corporate proceedings by each of the corporate Loan Parties, and by all
necessary proceedings by the managers or members (as required) by each of the limited
liability company Loan Parties, (iii) do not conflict with or result in any material breach or
contravention of any provision of law, statute, rule or regulation to which any of the Loan
Parties is subject or any judgment, order, writ, injunction, license or permit applicable to
any of the Loan Parties so as to materially adversely affect the assets, business or any
activity of the Loan Parties, and (iv) do not conflict with any provision of the corporate
charter, articles of incorporation or bylaws of the corporate Loan Parties, the articles of
organization or operating agreements of the limited liability company Loan Parties, or any
agreement or other instrument binding upon any of the Loan Parties.
(b) The execution, delivery and performance of this First Amendment
will result in valid and legally binding obligations of the Loan Parties enforceable against
them in accordance with the terms and provisions hereof, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors’ rights and except to the
extent that availability of the remedy of specific performance or injunctive relief or other
equitable remedy is subject to the discretion of the court before which any proceeding
therefor may be brought.
(c) The execution, delivery and performance by the Loan Parties of this
First Amendment do not require any approval or consent of, or filing with, any third party
or governmental agency or authority.
(d) The representations and warranties contained in Article V of the
Credit Agreement are true and correct in all material respects on and as of the date hereof,
after giving effect to this First Amendment, as though made on and as of the date hereof,
except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects as of such earlier
date. For purposes of this Paragraph 5(d), the representations and warranties contained in
Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent
statements furnished pursuant to Section 6.01(a) of the Credit Agreement.
(e) Both before and after giving effect to this First Amendment, no
Default or Event of Default has occurred and is continuing.
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8952497.4
5. No Waiver. Nothing contained herein shall be deemed to (i) constitute a
waiver of any Default or Event of Default that may heretofore or hereafter occur or have
occurred and be continuing or, except as expressly provided herein, to otherwise modify
any provision of the Credit Agreement or other Loan Document, or (ii) give rise to any
defenses or counterclaims to any Lender’s right to compel payment of the Obligations
when due or to otherwise enforce its rights and remedies under the Credit Agreement and
the other Loan Documents.
6. Ratification, etc. Except as expressly amended hereby, the Credit
Agreement, the other Loan Documents, all documents, instruments and agreements related
thereto and the Obligations are hereby ratified and confirmed in all respects and shall
continue in full force and effect. This First Amendment and the Credit Agreement shall
hereafter be read and construed together as a single document, and all references in the
Credit Agreement, any other Loan Document or any agreement or instrument related to the
Credit Agreement shall hereafter refer to the Credit Agreement as amended by this First
Amendment.
7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
8. Counterparts; Etc. This First Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which counterparts
taken together shall be deemed to constitute one and the same instrument. Any counterpart
signed by all parties may be introduced into evidence in any action or proceeding without
having to produce or account for the other counterparts. Likewise, the existence of this
First Amendment may be established by the introduction into evidence of counterparts that
are separately signed, provided they are otherwise identical in all material respects. This
First Amendment, to the extent signed and delivered by means of a facsimile machine or
other electronic transmission in which the actual signature is evident, shall be treated in all
manner and respects as an original agreement or instrument and shall be considered to have
the same binding legal effect as if it were the original signed version thereof delivered in
person. At the request of any party hereto, each other party hereto or thereto shall re-
execute original forms hereof and deliver them to all other parties. No party hereto shall
raise the use of a facsimile machine or other electronic transmission in which the actual
signature is evident to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of a facsimile machine or
other electronic transmission in which the actual signature is evident as a defense to the
formation of a contract and each party forever waives such defense.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SAV.TECH SOLVENT INC.,
as a Guarantor
By:
Name:
Title:
MIRACHEM, LLC,
asa
//¿By:
Name:
Title:
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Zz"
[Signatures continued on following pages]
fSignature Page to First Amendment to
Credit Agreement (BOA-HCCI)I
