FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

““Maturity Date” means (i) with respect to the Revolving Loans, January 31, 2013 and (ii) with respect to the Term A Loan, March 15, 2016.”

4.Representations and Warranties. The Borrower represents and warrants to the Lender as follows:

(a)    The execution, delivery and performance of this Fifth Amendment and the transactions contemplated hereby (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 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 Fifth 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 enforceability is 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 Fifth Amendment, and the transactions contemplated hereby, 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 as of the date hereof, both before and after giving effect to this Fifth 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 as of such earlier date. For purposes of this Paragraph 4(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 Fifth Amendment, no Default or Event of Default under (and as defined in) the Credit Agreement has occurred and is continuing.

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 the 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 Fifth 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 Fifth Amendment.

8.Counterparts; Etc. This Fifth 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 Fifth 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 Fifth 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.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Fifth Amendment to Third Amended and Restated Credit Agreement as of the date first set forth above.

HERITAGE-CRYSTAL CLEAN, LLC, an

Indiana limited liability company

By:    ____________________________

Name: Mark DeVita

Title: Chief Financial Officer

    

BANK OF AMERICA, N.A.

By:    ____________________________    

Name: Maria F. Maia

Title: Managing Director

By its signature below, the Parent hereby acknowledges and agrees to the terms of this Fifth Amendment, including, without limitation, the representations and warranties applicable to the Parent contained herein. The Parent hereby affirms its obligations of payment and performance under the Guaranty dated as of May 30, 2008 by the Parent, and agrees that all “Obligations”, as defined in the Credit Agreement and after giving effect to this Fifth Amendment and the extension of the Maturity Date for Revolving Loans herein, are covered by and guaranteed under the Guaranty.

HERITAGE-CRYSTAL CLEAN, INC.,

a Delaware corporation

By:    ____________________________

Name: Mark DeVita

Title: Chief Financial Officer

IN WITNESS WHEREOF, each of the undersigned has duly executed this Fifth Amendment to Third Amended and Restated Credit Agreement as of the date first set forth above.

HERITAGE-CRYSTAL CLEAN, LLC, an

Indiana limited liability company

By:    

Name:

Title:

    

BANK OF AMERICA, N.A.

By:    ____________________________    Name: Maria F. Maia

Title: Managing Director

By its signature below, the Parent hereby acknowledges and agrees to the terms of this Fifth Amendment, including, without limitation, the representations and warranties applicable to the Parent contained herein. The Parent hereby affirms its obligations of payment and performance under the Guaranty dated as of May 30, 2008 by the Parent, and agrees that all “Obligations”, as defined in the Credit Agreement and after giving effect to this Fifth Amendment and the extension of the Maturity Date for Revolving Loans herein, are covered by and guaranteed under the Guaranty.

HERITAGE-CRYSTAL CLEAN, INC.,

a Delaware corporation

By:_________________________

Name:

Title: