Amendment of Credit Agreement

On November 30, 2012, Heckmann Corporation (the "Company"), entered into a Master Assignment, Agreement, Amendment No. 1 and Waiver to Credit Agreement (the "Amendment"), which amends its existing senior secured revolving Credit Agreement, dated as of April 10, 2012 (the "Credit Agreement" and, as amended by the Amendment, the "Amended Credit Agreement"), among the Company, the subsidiaries of the Company party thereto (the "Guarantors"), Wells Fargo Bank, National Association, as administrative agent, issuing lender and swing line lender, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Citizens, N.A., Fifth Third Bank and U.S. Bank National Association, as joint lead arrangers, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Citizens, N.A., as joint bookrunners, Bank of America, N.A. and Citizens Bank Of Pennsylvania, as co-syndication agents, Fifth Third Bank and U.S. Bank National Association, as co-documentation agents, and certain other lenders party thereto. Pursuant to the Amendment, the revolving commitment is increased from $150.0 million under the Credit Agreement to $325.0 million under the Amended Credit Agreement. Accordingly, together with the uncommitted "accordion" feature under the Credit Agreement (which was not affected by the Amendment), which permits the Company under certain circumstances to increase borrowings under the revolving credit facility by up to an additional $100.0 million, the Amended Credit Agreement provides for total maximum potential borrowings of $425.0 million.

The applicable margins related to borrowings under the Credit Agreement were amended by the Amendment such that interest accrues on amounts outstanding under the Amended Credit Agreement at floating rates equal to either (at the option of the Company): (x) a base rate (equal to the higher of the Federal Funds Rate as published by the Federal Reserve Bank of New York plus 1/2 of 1.00%, the prime commercial lending rate of the administrative agent under the Credit Agreement, and monthly LIBOR plus 1.00%), plus a margin of between 1.50% and 2.75% based on a ratio of the Company's total debt to EBITDA or (y) LIBOR plus 2.50% to 3.75% based on a ratio of the Company's total debt to EBITDA, in each case calculated in accordance with the Amended Credit Agreement. The Amendment also increased the amount available under the swing-line facility from $15.0 million to $30.0 million and the amount available for letters of credit from $10.0 million to $20.0 million, and extended the maturity of the Credit Agreement from April 10, 2017, to November 30, 2017.

The Company used borrowings under the Amended Credit Agreement to pay off certain outstanding indebtedness of Badlands Power Fuels, LLC ("Target") and to pay fees and expenses in connection with the merger (the "Merger") on November 30, 2012, of Target with and into a wholly-owned subsidiary of the Company ("Merger Sub"), with Merger Sub continuing as the surviving entity under the name Badlands Power Fuels, LLC ("Power Fuels"). The Company may also use proceeds from borrowings under the Amended Credit Agreement for: (i) working capital, capital expenditures and general corporate purposes; (ii) to refinance existing indebtedness; (iii) to finance permitted acquisitions and to pay fees, costs and expenses in connection therewith, whether or not consummated; and/or
(iv) to pay transaction fees, costs and expenses related to the Amended Credit Agreement.

The above description of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment and the Credit Agreement, copies of which are filed or incorporated by reference as Exhibits 10.1 and 10.1A, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

. . .

On November 30, 2012, the Company consummated the Merger and the related transactions contemplated by the Agreement and Plan of Merger, dated as of September 3, 2012 (the "Merger Agreement"), by and among the Company, Merger Sub, Target and Mr. Johnsrud, the sole member of Target, as previously reported by the Company in a Current Report on Form 8-K filed with the SEC on September 4, 2012. A copy of the Merger Agreement and the related Side Letter thereto, dated November 29, 2012 (the "Side Letter"), are included or incorporated by reference as Exhibits 2.1 and 2.1A, respectively, to this Current Report on Form 8-K. Pursuant to the Merger Agreement, Target was merged with and into Merger Sub, with Merger Sub continuing as the surviving company under the name "Bandlands Power Fuels, LLC" (referred to herein as Power Fuels), for consideration consisting of $125.0 million in cash and 95.0 million unregistered, privately placed shares of the Company's common stock, of which 10.0 million shares are being held in escrow for up to three years to pay certain potential indemnity claims, as described in Item 3.02 of this Form 8-K. In addition, in connection with the closing of the Merger, the Company repaid all of the outstanding indebtedness of Target with borrowings under the Amended Credit Agreement.

In connection with the consummation of the Merger, in accordance with the Stage I Indenture and the Security and Escrow Agreement, dated as of November 5, 2012 (the "Escrow Agreement"), the net proceeds of the Stage I Notes offering and the additional amounts held in escrow pursuant to the Escrow Agreement were released to the Company and applied to pay the Merger consideration, including certain outstanding indebtedness of Target, and related fees and expenses. As described in Item 1.01 above, Escrow was then merged with and into the Company, and the Company assumed all of the obligations of Escrow under the Stage I Indenture and the Stage I Notes. In accordance with the Stage I Indenture, on December 5, 2012, the Stage I Notes were redeemed in full in exchange for a like principal amount of Stage II Notes.

The information set forth under "Amendment of Credit Agreement" and "Supplemental Indentures and Joinder to Registration Rights Agreement" in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.

In connection with the closing of the Merger, the Company issued 95.0 million shares of its common stock (the "Shares") to Mr. Johnsrud, 10.0 million of which Shares are being held in escrow for up to three years to satisfy certain potential indemnification claims of the Company against Mr. Johnsrud under the Merger Agreement. The Shares were offered and sold in reliance upon

Appointment of Mark D. Johnsrud as Chief Executive Officer and a Vice Chairman of the Board of the Company

On November 30, 2012, concurrent with the consummation of the Merger, and in accordance with the Merger Agreement and the Stockholder's Agreement, the Board was increased from eight to nine members andMr. Johnsrud was appointed to fill the vacancy as a director and Vice Chairman of the Board. In addition, in accordance with the Merger Agreement, the Company appointed Mr. Johnsrud to the position of Chief Executive Officer of the Company effective upon the closing of the Merger.

Prior to joining the Company, Mr. Johnsrud, age 53, was the sole owner and served as the Chief Executive Officer of Target (now, upon completion of the Merger, the Company's wholly-owned Power Fuels subsidiary). Prior to acquiring Target, Mr. Johnsrud held senior executive positions with several financial services firms, most recently as a Managing Director and Senior Vice President at Bank of America. Mr. Johnsrud holds an M.S. degree in economics from Texas A&M University and is a member of the board of directors and the Executive Committee of the North Dakota Petroleum Council.

Other than the Merger Agreement and the Stockholder's Agreement, there are no arrangements or understandings by which Mr. Johnsrud was named Chief Executive Officer of the Company or a director or a Vice Chairman of the Board.

In addition to the Stockholder's Agreement and the Merger Agreement, the Side Letter provides that three salt water disposal wells owned directly by Mr. Johnsrud and not by Target, but constituting a portion of the assets subject to the Merger, will be leased by Mr. Johnsrud to the Company for a 99-year term, to be memorialized in a written lease or leases on or prior to December 6, 2012. Merger Sub (now Power Fuels) shall have a right of first refusal in favor of it in the event that Mr. Johnsrud offers to sell or otherwise assign or transfer any of his rights, title or interest in these additional salt water disposal wells.

Beginning in 2011, Target began constructing fixed housing units to be offered to its employees for rental. In May 2012, these assets were transferred from Target's wholly-owned subsidiary Badlands Development, LLC ("Development I") to Badlands Development II, LLC ("Development II"), which is 100% owned by Mr. Johnsrud and was not part of the Merger. Thereafter, in connection with the recapitalization of Development II, Development II issued a promissory note (the "Note") to Target, the outstanding principal balance of which was paid in full by Development II to Target prior to the closing of the Merger. In addition, prior to the closing of the Merger, Target transferred its membership interest in Development I to Mr. Johnsrud.

Badlands Leasing, LLC, a wholly-owned subsidiary of Power Fuels, owns two aircraft, which are made available to Power Fuels' executives (and post-Merger will be made available to the Company's executives) primarily for business purposes.

Beginning in 2010, Target (now Power Fuels) began purchasing water from Garden Valley Water Depot, which is a sole proprietorship owned by Mr. Johnsrud. During the year ended December 31, 2011, it purchased approximately $2.75 million of water from Garden Valley Water Depot and during the nine months ended September 30, 2012, it purchased approximately $2.13 million of water from Garden Valley Water Depot.

Other than the foregoing, neither the Company nor any of its subsidiaries was involved in any transactions, and there are no currently proposed transactions, with Mr. Johnsrud or his immediate family that are reportable pursuant to Item 404(a) of Regulation S-K.

Resignation of Richard J. Heckmann as Chief Executive Officer and Appointment as Executive Chairman of the Company

On November 30, 2012, in connection with the closing of the Merger and pursuant to the terms of the Merger Agreement, Richard J. Heckmann resigned from his position as Chief Executive Officer of the Company and was appointed as Executive Chairman of the Board. Other than the Merger Agreement, there are no arrangements or understandings by which Mr. Heckmann resigned from his position as Chief Exectutive Officer or was named Executive Chairman.

Stockholder's Agreement

On November 30, 2012, the Company and Mr. Johnsrud also entered into the Stockholder's Agreement. The information set forth under "Stockholder's Agreement" in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.

Executive Employment Agreements

In connection with Mr. Johnsrud's appointment as Chief Executive Officer and Mr. Heckmann's appointment as Executive Chairman (Mr. Johnsrud and Mr. Heckmann being referred to herein as the "Executives"), the Company entered into an Executive Employment Agreement (the "Employment Agreements") with each Executive, dated as of November 30, 2012.

Under the Employment Agreements, the term of each Executive's employment is for three years and is automatically renewed for one-year periods thereafter, unless notice is given by one party to the other no later than 30 days prior to the expiration of the then-current term. Mr. Johnsrud's annual base salary as Chief Executive Officer, and Mr. Heckmann's annual base salary as Executive Chairman, will be $700,000, which will be periodically reviewed by the Compensation Committee (the "Compensation Committee") of the Board. In addition, the Executive will be eligible to participate in the employee

Completion of Exchange Redemption

In accordance with the provisions of the Stage I Indenture, on December 5, 2012, the Company completed the mandatory redemption of the Stage I Notes, pursuant to which all $150.0 million aggregate principal amount of the Stage I Notes were exchanged for a like principal amount of Stage II Notes issued under the Existing Heckmann Indenture. Upon consummation of the redemption and exchange, the Stage I Notes were cancelled. The Stage II Notes constitute an additional issuance of the Company's 9.875% Senior Notes due 2018 issued pursuant to the Existing Heckmann Indenture on April 10, 2012. The Company has agreed pursuant to the Registration Rights Agreement to file a registration statement pursuant to which it will either offer to exchange the Stage II Notes for substantially similar notes that are registered under the Securities Act or, in certain circumstances, register the resale of the Stage II Notes.

The information contained in this Current Report on Form 8-K and the exhibits attached hereto contains "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are discussed in the Company's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2011, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Do not rely on any forward-looking statement, as the Company cannot predict or control many of the factors that ultimately may affect its ability to achieve the results estimated. The Company makes no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

(a) Financial Statements of Business Acquired

Audited consolidated balance sheets of Target for each of the three years for the period ending December 31, 2011 and the audited consolidated statements of income, member's equity and cash flows of Target for each of the three years for the period ending December 31, 2011, and the notes related thereto, and unaudited consolidated balance sheets of Target for the nine months ending September 30, 2012, and the unaudited consolidated statements of income, member's equity and cash flows of Target for the nine months ending September 30, 2012, and the notes related thereto, are included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(b) Financial Statements of Business Acquired

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Number      Description of Exhibit

2.1         Agreement and Plan of Merger, dated as of September 3, 2012, by and
            among Target, Mr. Johnsrud, the sole member of Target, the Company and
            Merger Sub (incorporated herein by reference to Exhibit 2.1 to the
            Company's Current Report on Form 8-K filed with the SEC on
            September 4, 2012).

2.1A*       Side Letter, dated November 29, 2012, among the Company, Merger Sub,
            Target and Mr. Johnsrud.

4.1         Indenture, dated as of November 5, 2012, between Escrow and the Stage
            I Trustee, including forms of the Stage I Notes (incorporated herein
            by reference to Exhibit 4.1 to the Company's Current Report on Form
            8-K filed with the SEC on November 6, 2012).


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4.1A*      First Supplemental Indenture, dated as of November 30, 2012, between
           the Company and the Stage I Trustee.

4.2        Indenture, dated as of April 10, 2012, among the Company, the
           Guarantors party thereto and the Trustee, including forms of the 9.875%
           Senior Notes due 2018 (incorporated herein by reference to Exhibit 4.1
           to the Company's Current Report on Form 8-K filed with the SEC on
           April 13, 2012).

4.2A       First Supplemental Indenture, dated as of April 10, 2012, among the
           Company, the Guarantors party thereto and the Trustee (incorporated
           herein by reference to Exhibit 4.1A to the Company's Current Report on
           Form 8-K filed with the SEC on April 13, 2012).

4.2B       Second Supplemental Indenture, dated as of September 19, 2012, among
           the Company, the Guarantors party thereto and the Trustee (incorporated
           herein by reference to Exhibit 4.1B to the Company's Quarterly Report
           on Form 10-Q filed with the SEC on November 9, 2012).

4.2C*      Third Supplemental Indenture, dated as of November 30, 2012, among the
           Company, the Guarantors party thereto and the Trustee.

4.3        Registration Rights Agreement, dated as of November 5, 2012, among
           Heckmann Corporation, the Guarantors named therein, and Jefferies &
           Company, Inc., Wells Fargo Securities, LLC and Credit Suisse Securities
           (USA) LLC, as Representatives of the various Initial Purchasers named
           therein (incorporated herein by reference to Exhibit 4.3 to the
           Company's Current Report on Form 8-K filed with the SEC on November 6,
           2012).

4.3A*      Joinder Agreement to the Registration Rights Agreement executed by
           Power Fuels and its subsidiaries, dated as of November 30, 2012.

10.1       Credit Agreement, dated as of April 10, 2012, among the Company, as
           borrower, the Guarantors party thereto, Wells Fargo Bank, National
           Association, as administrative agent, issuing lender and swing line
           lender, and Wells Fargo Securities, LLC and Regions Capital Markets, as
           joint lead arrangers and joint bookrunners (incorporated herein by
           reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
           filed with the SEC on April 13, 2012).

10.1A*     Master Assignment, Agreement, Amendment No. 1 and Waiver to Credit
           Agreement, dated as of November 30, 2012, among the Company, as
           borrower, the Guarantors party thereto, Wells Fargo Bank, National
           Association, as administrative agent, issuing lender and swing line
           lender, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner &
           Smith Incorporated, RBS Citizens, N.A., Fifth Third Bank and U.S. Bank
           National Association, as joint lead arrangers, Wells Fargo Securities,
           LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS
           Citizens, N.A., as joint bookrunners, Bank of America, N.A. and
           Citizens Bank Of Pennsylvania, as co-syndication agents, Fifth Third
           Bank and U.S. Bank National Association, as co-documentation agents,
           and certain other lenders party thereto.

10.2*      Stockholder's Agreement, dated as of November 30, 2012, between the
           Company and Mr. Johnsrud.


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10.3*+      Executive Employment Agreement, dated as of November 30, 2012, between
            the Company and Mr. Heckmann.

10.4*+      Executive Employment Agreement, dated as of November 30, 2012, between
            the Company and Mr. Johnsrud.

23.1*       Consent of Hein & Associates LLP

23.2*       Consent of Brady, Martz & Associates, P.C.

99.1*       Audited consolidated balance sheets of Target for each of the three
            years for the period ending December 31, 2011, and the audited
            consolidated statements of income, member's equity and cash flows of
            Target for each of the three years for the period ending December 31,
            2011, and the notes related thereto, and unaudited consolidated balance
            sheets of Target for the nine months ending September 30, 2012, and the
            unaudited consolidated statements of income, member's equity and cash
            flows of Target for the nine month period ending September 30, 2012,
            and the notes related thereto.

* Filed herewith.

+ Compensatory plan, contract or arrangement in which directors or executive officers may participate.