Exhibit 4.33D


 


EXECUTION COPY


 


AMENDMENT NO. 2 TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT


 


This
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 1,
2010 (this “Amendment”), by and among CLEAN
HARBORS, INC., a Massachusetts corporation (the “Borrower”),
BANK OF AMERICA, N.A. (“Bank of
America”), the other lending institutions from time to time party to the
Credit Agreement (as defined below) (together with Bank of America, the “Lenders”)
and  Bank of America, as Administrative
Agent for the Lenders (hereinafter, in such capacity, the “Administrative
Agent”), Swing Line Lender, and L/C Issuer.


 


WHEREAS, the Borrower, the Lenders, and Bank of America, as
Administrative Agent, Swing Line Lender, and L/C Issuer are parties to a Second
Amended and Restated Credit Agreement, dated as of July 31, 2009 (as
amended by that certain Amendment No. 1 to Second Amended and Restated
Credit Agreement and Amendment to Security Agreement, dated as of August 14,
2009, and as further amended, restated, amended and restated, supplemented,
modified or otherwise in effect from time to time, the “Credit Agreement”),
pursuant to which the Lenders have agreed to make Loans to the Borrower and the
L/C Issuer has agreed to issue or extend Letters of Credit to the Grantors on
the terms set forth therein;


 


WHEREAS, each of the undersigned guarantors (each, a “Guarantor”)
have guaranteed the Borrower’s obligations to the Secured Parties and the
Administrative Agent under or in respect of the Credit Agreement, pursuant to
the terms of that certain Guaranty, dated as of July 31, 2009 (as amended,
restated, amended and restated, supplemented, modified or otherwise in effect
from time to time, the “Guaranty”);


 


WHEREAS, it is a condition precedent to the Lenders and
Administrative Agent entering into this Amendment that each of the Guarantors
ratifies its obligations under the Guaranty;


 


WHEREAS, the Borrower requests that the Lenders and
Administrative Agent amend certain of the terms and provisions of the Credit
Agreement as set forth herein subject to the conditions set forth below; and


 


NOW THEREFORE, in consideration of the mutual agreements
contained in the Credit Agreement and herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


§1.          Ratification of Guaranty.  Each of the Guarantors hereby acknowledges
and consents to this Amendment and agrees that the Guaranty and all other Loan
Documents to which each of the Guarantors is a party remain in full force and
effect and apply to all Obligations, and each of the Guarantors confirms and
ratifies all of its Obligations thereunder.


 


§2.          Amendments to the
Credit Agreement.  Subject to
the satisfaction of the conditions set forth in Section 5 of this
Amendment, the Credit Agreement is hereby amended as follows:


 


§2.1.       Section 1.01
of the Credit Agreement is hereby amended by deleting the chart in the
definition of “Applicable Rate” and replacing it with the chart below:


 

















 




	
  Applicable Rate

  	
   

  
	
  Pricing

  Level

  	
   

  	
  Consolidated Fixed

  Charge Coverage

  Ratio

  	
   

  	
  Eurodollar Rate

  (Letters of Credit)

  	
   

  	
  Base Rate

  (Swing

  Line

  Loans)

  	
   

  
	
  1

  	
   

  	
  <1.50:1

  	
   

  	
  2.75%

  	
   

  	
  1.75%

  	
   

  
	
  2

  	
   

  	
  >1.50:1
  but <2.00:1

  	
   

  	
  2.50%

  	
   

  	
  1.50%

  	
   

  
	
  3

  	
   

  	
  >2.00:1

  	
   

  	
  2.25%

  	
   

  	
  1.25%

  	
   

  






 


§2.2.       Section 1.01
of the Credit Agreement is hereby amended by inserting the following new
definitions in the correct alphabetical order:


 


“Amendment No. 2 Effective Date” means October 1,
2010.


 


“Qualified Equity Interests” means any Equity
Interests that are not Disqualified Equity Interests.


 


“Refinancing
Indebtedness” has the meaning given such term in the Senior High Yield
Indenture as in effect on the Amendment No. 2 Effective Date.


 


“Restricted
Subsidiary” has the meaning given such term in the Senior High Yield
Indenture as in effect on the Amendment No. 2 Effective Date.


 


“Unrestricted
Subsidiary” has the meaning given such term in the Senior High Yield
Indenture as in effect on the Amendment No. 2 Effective Date.


 


§2.3.       Section 7.03
of the Credit Agreement is hereby amended by changing the period at the end of
clause (j) thereto to a semi-colon, and adding the following language to
the end of Section 7.03:


 


“provided,
however, that the Loan Parties may make other Investments to the extent
that no Default or Event of Default has occurred and is continuing, that such
Investments would not result in any Default or Event of Default under this
Agreement and that such Investments comply with the limitations set forth in
clauses (b) and (c) of the first paragraph of Section 7.06
of this Agreement.”


 


§2.4.       Section 7.06
of the Credit Agreement is hereby amended by deleting Section 7.06 in its
entirety and substituting the following in lieu thereof:


 


“7.06.  Restricted Payments.  Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
if:


 


(a)           a Default or Event of Default shall have occurred and be
continuing at the time of such Restricted Payment or would result therefrom; or


 


(b)           the Borrower and Guarantors are not able to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness (as defined
in the Senior High Yield Indenture as in effect on the Amendment No. 2
Effective Date)) in compliance with Section 4.4 of the Senior High Yield
Indenture as in effect on the Amendment No. 2 Effective Date; or


 


(c)           the aggregate amount of all Restricted Payments, Investments
(other than Permitted Investments (as defined in the Senior High Yield
Indenture as in effect on the Amendment No. 2 


 


2

















 


Effective Date)) and prepayment, purchase,
defeasance, redemption, decrease, or acquisition or retirement for value, prior
to any scheduled final maturity, repayment or sinking fund payment, of any
Subordinated Indebtedness (including such proposed Restricted Payment, Investment,
or prepayment, purchase, defeasance, redemption, decrease, or acquisition or
retirement for value of any Subordinated Indebtedness) made subsequent to August 14,
2009 (the amount expended for such purposes, if other than in cash, being the
fair market value of such property as determined reasonably and in good faith
by the Board of Directors of the Borrower whose determination shall be
conclusive) shall exceed the sum of:


 


(i)            $25,000,000, plus


 


(ii)           50% of cumulative Consolidated Net
Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of
such loss) of the Borrower for the period (treating such period as a single
accounting period) commencing on October 1, 2009 and including the last
day of the fiscal quarter ended immediately prior to the date of such
calculation for which consolidated financial statements are available; plus


 


(iii)          100% of the aggregate Net Cash
Proceeds received by the Borrower from any Person (other than a Subsidiary of
the Borrower) from the issuance and sale subsequent to August 14, 2009 of
any Qualified Equity Interest of the Borrower; plus


 


(iv)          without duplication of any amounts
included in clause (iii) above, 100% of the aggregate Net Cash Proceeds of
any equity contribution received by the Borrower from a holder of the Borrower’s
Equity Interests; plus


 


(v)           the amount by which Indebtedness of
the Borrower or any of its Restricted Subsidiaries is reduced on the Borrower’s
balance sheet upon the conversion or exchange subsequent to August 14,
2009 of any Indebtedness of the Borrower or any of its Restricted Subsidiaries
incurred after August 14, 2009 into or for Qualified Equity Interests of
the Borrower; plus


 


(vi)          without duplication, the sum of:


 


(A)            the aggregate amount returned in
cash on or with respect to Investments (other than Permitted Investments (as
defined in the Senior High Yield Indenture as in effect on the Amendment No. 2
Effective Date)) made subsequent to August 14, 2009 whether through
interest payments, principal payments, dividends or other distributions or
payments;


 


(B)             the net cash proceeds received by
the Borrower or any Restricted Subsidiary of the Borrower from the disposition
of all or any portion of such Investments (other than to a Subsidiary of the
Borrower); and


 


(C)             upon redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of
such Subsidiary (valued in each case as provided in the definition of “Investment”
in the Senior High Yield Indenture as in effect on the Amendment No. 2
Effective Date);


 


provided, however, that the sum of clauses (vi)(A),
(vi)(B) and (vi)(C) above shall not exceed the aggregate amount of
all such Investments made by the Borrower or any Restricted Subsidiary in the
relevant Person or Unrestricted Subsidiary subsequent to August 14, 2009.


 


3

















 


Notwithstanding
the foregoing, so long as no Default or Event of Default shall have occurred
and be continuing at the time of any action described below or would result
therefrom:


 


(a)           each Loan Party may make Restricted Payments to the
Borrower;


 


(b)           any Subsidiary of any Loan Party may make Restricted
Payments to such Loan Party or to any other Loan Party which is a wholly-owned
Subsidiary of the Borrower; provided that, if such Restricted Payment is then
subject to the provision of the Canadian Target Debt Agreement and/or any Other
Permitted Canadian Debt Document, such Restricted Payment is permitted under
the terms of the Canadian Target Debt Agreement and/or any Other Permitted
Canadian Debt Document;


 


(c)           the Borrower and each Subsidiary may declare and make
dividend payments or other distributions payable solely in the common stock or
other common Equity Interests of such Person;


 


(d)           the Borrower and each Subsidiary may purchase, redeem or
otherwise acquire its common Equity Interests (i) with the proceeds
received from the substantially concurrent issue of new common Equity Interests
or (ii) in exchange for shares of Qualified Equity Interests;


 


(e)           the Borrower and each Subsidiary may pay any dividend or
other distribution within 60 days after the date of declaration of such
dividend or other distribution if the dividend or other distribution would have
been permitted on the date of declaration;


 


(f)            the Borrower may prepay, purchase, defease, redeem,
decrease, acquire or retire for value 
any Indebtedness of the Borrower that is subordinated or junior in right
of payment to the Obligations either (i) solely in exchange for shares of
Qualified Equity Interests of the Borrower, or (ii) through the
application of the net proceeds of a substantially concurrent sale for cash
(other than to a Subsidiary of the Borrower) of (A) shares of Qualified
Equity Interests of the Borrower, or (B) Refinancing Indebtedness;


 


(g)           the Borrower may repurchase Equity Interests of the
Borrower from officers, directors and employees of the Borrower or any of its
Subsidiaries or their authorized representatives upon the death, disability or
termination of employment of such employees or termination of their seat on the
board of directors of the Borrower, in an aggregate amount not to exceed
$2,000,000 in any calendar year with unused amounts in any calendar year being
carried over to succeeding calendar years subject to a maximum of $4,000,000 in
any calendar year; and


 


(h)           the Borrower may engage in repurchases of Equity Interests
of the Borrower deemed to occur upon the exercise of stock options, warrants or
other convertible securities, to the extent such Equity Interests represent a
portion of the consideration for such exercise.


 


In
determining the aggregate amount of Restricted Payments, Investments and
prepayment, purchase, defeasance, redemption, decrease, or acquisition or
retirement for value of any Subordinated Indebtedness made pursuant to clause (c) of
the first paragraph of this Section 7.06, amounts expended pursuant
to clauses (a), (b), (c), (d)(i), (e), (f)(ii)(A) and (g) shall be
included in such calculation.


 


Not
later than the date of making any Restricted Payment, Investment (other
than Permitted Investments (as defined in the Senior High Yield Indenture as in
effect on the Amendment No. 2 Effective Date)), or prepayment, purchase,
defeasance, redemption, decrease, or acquisition or retirement for value of any
Subordinated Indebtedness, the Borrower shall deliver to the Administrative
Agent an officer’s certificate stating that such action complies with this
Agreement and setting forth in reasonable detail the basis upon which the
required calculations were computed, 


 


4

















 


which
calculations may be based upon the Borrower’s latest available internal
quarterly financial statements.”


 


§2.5.       Section 7.14
of the Credit Agreement is hereby amended by changing the period at the end of
such section to a semi-colon, and adding the following language to the end of Section 7.14:


 


“provided, however, that the Loan
Parties may prepay, purchase, defease, redeem, decrease, or acquire or retire
for value any Subordinated Indebtedness to the extent that no Default or Event
of Default has occurred or is continuing, that such prepayment, purchase,
defeasance, redemption, decrease, or acquisition or retirement for value would
not result in any Default or Event of Default under this Agreement and that
such prepayment, purchase, defeasance, redemption, decrease, or acquisition or
retirement for value complies with the limitations set forth in clauses (b) and
(c) of the first paragraph of Section 7.06 of this Agreement.”


 


§3.          Affirmation and
Acknowledgment.  The Borrower
hereby ratifies and confirms all of its Obligations to the Lenders and the
Administrative Agent, including, without limitation, the Loans, and the
Borrower hereby affirms its absolute and unconditional promise to pay to the
Lenders the Loans, the Obligations, and all other amounts due under the Credit
Agreement, as amended hereby, the Notes, and the other Loan Documents, at the
times and in the amounts provided for therein and subject to the terms
hereof.  The Borrower and each other Loan
Party hereby confirms and agrees that (i) the Obligations to the Lenders,
the Swing Line Lender, the L/C Issuer and the Administrative Agent are and
remain secured pursuant to, and are entitled to the benefits of, the Collateral
Documents and all other instruments and documents executed and delivered by the
Borrower and each other Grantor as security for the Obligations, and (ii) all
references to the “Credit Agreement” in the Credit Agreement, the Collateral
Documents and the other Loan Documents shall refer to the Credit Agreement as
amended hereby.


 


§4.          Representations
and Warranties.  Each Loan
Party hereby represents and warrants to the Lenders and the Administrative
Agent as follows:


 


§4.1.       The
execution and delivery by each Loan Party of this Amendment and the performance
by the Loan Parties of their obligations and agreements under this Amendment
and the Credit Agreement as amended hereby are within the corporate (or the
equivalent company) authority of the each Loan Party, have been duly authorized
by all necessary corporate (or the equivalent company) proceedings on behalf of
such Loan Party, and do not and will not contravene any provision of law,
statute, rule or regulation to which any Loan Party is subject or such
Loan Party’s charter, other incorporation papers, by-laws (or other governing
documents) or any stock provision or any amendment thereof or of any agreement
or other instrument binding upon any Loan Party.


 


§4.2.       Each of
this Amendment and the Credit Agreement as amended hereby constitutes the
legal, valid and binding obligation of such Loan Party, enforceable in
accordance with their respective terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights.


 


§4.3.       No
approval or consent of, or filing with, any governmental agency or authority is
required to make valid and legally binding the execution, delivery or performance
by the Loan Parties of this Amendment or the Credit Agreement as amended
hereby.


 


§4.4.       The
representations and warranties contained in Article V of the Credit
Agreement, the other Loan Documents or in any document or instrument delivered
pursuant to or in connection with the Credit Agreement are true and correct in
all material respects on and as of the date made and as of the 


 


5

















 


date
hereof, except to the extent that such representations and warranties
specifically refer to an earlier date.


 


§4.5.       Each
Loan Party has performed and complied in all material respects with all terms
and conditions herein and in the Credit Agreement required to be performed or
complied with by it prior to or at the time hereof, and as of the date hereof,
after giving effect to the provisions hereof, there exists no Event of Default
or Default.


 


§5.          Conditions. This Amendment
shall become effective upon the satisfaction of the following conditions
precedent:


 


§5.1.       this
Amendment and all related documents, as applicable, shall have been duly
executed and delivered by the Borrower, the other Loan Parties, all the
Lenders, the Administrative Agent and each other party thereto, as applicable,
and shall be in full force and effect.


 


§5.2.       to the
extent that such corporate action is necessary, all corporate action necessary
for the valid execution, delivery and performance by the Borrower and each
Guarantor of this Amendment and each of the related documents to which it is or
is to become a party, shall have been duly and effectively taken, and evidence
thereof reasonably satisfactory to the Administrative Agent shall have been
provided to the Administrative Agent.


 


§5.3.       the
Administrative Agent shall have received payment for all other fees and
expenses due and payable including, without limitation, a closing fee of 0.15%
of each Lenders’ Revolving Credit Commitment to be paid to the Administrative
Agent for the account of each Lender as described in that certain letter, dated
as of September 14, 2010, between Bank of America, N.A., Banc of America
Securities LLC and the Borrower and reasonable legal fees and expenses, for
which invoices or reasonable estimates have been provided to the Borrower on or
prior to the date hereof.


 


§5.4.       the
Administrative Agent shall have received all such instruments, documents and
agreements as the Administrative Agent may reasonably request, in form and
substance satisfactory to the Administrative Agent.


 


Each
Lender hereby (i) authorizes and directs the Administrative Agent to (A) execute,
on behalf of such Lender, any other agreements, documents, filings and
instruments to be delivered in connection with this Amendment and the
transactions contemplated hereby (including any amendments, supplements or
modifications thereto), and (B) take any and all actions contemplated or
required by this Amendment and the transactions contemplated hereby.


 


§6.          Miscellaneous
Provisions.


 


§6.1.       Except
as otherwise expressly provided by this Amendment, all of the terms, conditions
and provisions of the Credit Agreement and the Loan Documents shall remain the
same.  It is declared and agreed by each
of the parties hereto that the Credit Agreement and the Loan Documents, as
amended hereby, shall continue in full force and effect, that this Amendment
and the Credit Agreement shall be read and construed as one instrument.


 


§6.2.       This
Amendment shall be construed according to and governed by the laws of the State
of New York (excluding the laws applicable to conflicts or choice of law (other
than the New York General Obligations Law §5-1401 and  §5-1402)).


 


6

















 


§6.3.       This
Amendment may be executed in any number of counterparts, but all such
counterparts shall together constitute but one instrument.  In making proof of this Amendment, it shall
not be necessary to produce or account for more than one counterpart signed by
each party hereto by and against which enforcement hereof is sought.  Delivery of an executed counterpart of a signature
page of this Amendment by telecopy or other electronic transmission shall
be effective as delivery of a manually executed counterpart of this Amendment.


 


§6.4.       The
Borrower hereby agrees to pay to the Administrative Agent, on demand by the
Administrative Agent, all reasonable out-of-pocket costs and expenses incurred
or sustained by the Administrative Agent in connection with the preparation of
this Amendment (including legal fees).


 


§6.5.       This
Amendment shall constitute a Loan Document under the Credit Agreement, and all
obligations included in this Amendment (including, without limitation, all
obligations for the payment of principal, interest, fees, and other amounts and
expenses) shall constitute Obligations under the Loan Documents and be secured
by the collateral security for the Obligations.


 


[remainder of page intentionally left
blank]


 


[signature pages follow]


 


7

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date first above written.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  CLEAN
  HARBORS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Rutledge

  
	
   

  	
  Name:
  

  	
  James
  M. Rutledge

  
	
   

  	
  Title:
  

  	
  Executive
  Vice President and Chief Financial Officer

  



 


Signature Page to Amendment


 
















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  ALTAIR
  DISPOSAL SERVICES, LLC

  
	
   

  	
  BATON
  ROUGE DISPOSAL, LLC

  
	
   

  	
  BRIDGEPORT
  DISPOSAL, LLC

  
	
   

  	
  CH
  INTERNATIONAL HOLDINGS, LLC

  
	
   

  	
  CLEAN
  HARBORS (MEXICO), INC.

  
	
   

  	
  CLEAN
  HARBORS ANDOVER, LLC

  
	
   

  	
  CLEAN
  HARBORS ANTIOCH, LLC

  
	
   

  	
  CLEAN
  HARBORS ARAGONITE, LLC

  
	
   

  	
  CLEAN
  HARBORS ARIZONA, LLC

  
	
   

  	
  CLEAN
  HARBORS BATON ROUGE, LLC

  
	
   

  	
  CLEAN
  HARBORS BDT, LLC

  
	
   

  	
  CLEAN
  HARBORS BUTTONWILLOW, LLC

  
	
   

  	
  CLEAN
  HARBORS CHATTANOOGA, LLC

  
	
   

  	
  CLEAN
  HARBORS CLIVE, LLC

  
	
   

  	
  CLEAN
  HARBORS COFFEYVILLE, LLC

  
	
   

  	
  CLEAN
  HARBORS COLFAX, LLC

  
	
   

  	
  CLEAN
  HARBORS DEER TRAIL, LLC

  
	
   

  	
  CLEAN
  HARBORS DEVELOPMENT, LLC

  
	
   

  	
  CLEAN
  HARBORS DISPOSAL SERVICES, INC.

  
	
   

  	
  CLEAN
  HARBORS EL DORADO, LLC

  
	
   

  	
  CLEAN
  HARBORS ENVIRONMENTAL SERVICES, INC.

  
	
   

  	
  CLEAN
  HARBORS FLORIDA, LLC

  
	
   

  	
  CLEAN
  HARBORS GRASSY MOUNTAIN, LLC

  
	
   

  	
  CLEAN
  HARBORS KANSAS, LLC

  
	
   

  	
  CLEAN
  HARBORS KINGSTON FACILITY CORPORATION

  
	
   

  	
  CLEAN
  HARBORS LAUREL, LLC

  
	
   

  	
  CLEAN
  HARBORS LONE MOUNTAIN, LLC

  
	
   

  	
  CLEAN
  HARBORS LONE STAR CORP.

  
	
   

  	
  CLEAN
  HARBORS LOS ANGELES, LLC

  
	
   

  	
  CLEAN
  HARBORS OF BALTIMORE, INC.

  
	
   

  	
  CLEAN
  HARBORS OF BRAINTREE, INC.

  
	
   

  	
  CLEAN
  HARBORS OF CONNECTICUT, INC.

  
	
   

  	
  CLEAN
  HARBORS PECATONICA, LLC

  
	
   

  	
  CLEAN
  HARBORS PPM, LLC

  
	
   

  	
  CLEAN
  HARBORS RECYCLING SERVICES OF CHICAGO, LLC

  
	
   

  	
  CLEAN
  HARBORS RECYCLING SERVICES OF OHIO, LLC

  
	
   

  	
  CLEAN
  HARBORS REIDSVILLE, LLC

  
	
   

  	
  CLEAN
  HARBORS SAN JOSE, LLC

  
	
   

  	
  CLEAN
  HARBORS SERVICES, INC.

  
	
   

  	
  CLEAN
  HARBORS TENNESSEE, LLC

  
	
   

  	
  CLEAN
  HARBORS WESTMORLAND, LLC

  
	
   

  	
  CLEAN
  HARBORS WHITE CASTLE, LLC

  
	
   

  	
  CLEAN
  HARBORS WILMINGTON, LLC

  
	
   

  	
  CROWLEY
  DISPOSAL, LLC

  
	
   

  	
  DISPOSAL
  PROPERTIES, LLC

  
	
   

  	
  GSX
  DISPOSAL, LLC

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  HARBOR
  MANAGEMENT CONSULTANTS, INC.

  
	
   

  	
  HILLIARD
  DISPOSAL, LLC

  
	
   

  	
  MURPHY’S
  WASTE OIL SERVICE, INC.

  
	
   

  	
  ROEBUCK
  DISPOSAL, LLC

  
	
   

  	
  SAWYER
  DISPOSAL SERVICES, LLC

  
	
   

  	
  SERVICE
  CHEMICAL, LLC

  
	
   

  	
  SPRING
  GROVE RESOURCE RECOVERY, INC.

  
	
   

  	
  TULSA
  DISPOSAL, LLC

  
	
   

  	
  ARC
  ADVANCED REACTORS AND COLUMNS, LLC

  
	
   

  	
  CLEAN
  HARBORS CATALYST TECHNOLOGIES, LLC

  
	
   

  	
  CLEAN
  HARBORS EXPLORATION SERVICES, INC.

  
	
   

  	
  CLEAN
  HARBORS INDUSTRIAL SERVICES, INC.

  
	
   

  	
  GREAT
  LAKES CARBON TREATMENT, INC.

  
	
   

  	
  CLEAN
  HARBORS DEER PARK, LLC

  
	
   

  	
  CLEAN
  HARBORS LAPORTE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Rutledge

  
	
   

  	
  Name:
  

  	
  James
  M. Rutledge

  
	
   

  	
  Title:
  

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
  PLAQUEMINE
  REMEDIATION SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/William
  J. Geary

  
	
   

  	
  Name:
  

  	
  William
  J. Geary

  
	
   

  	
  Title:
  

  	
  Manager

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  BANK OF AMERICA, N.A., as

  
	
   

  	
  Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Christopher O. Halloran

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  O’Halloran

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  BANK OF AMERICA, N.A., as

  
	
   

  	
  a
  Lender, L/C Issuer, and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Christopher O’Halloran

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  O’Halloran

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  SIEMENS
  FINANCIAL SERVICES, INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Uri Sky

  
	
   

  	
  Name:
  

  	
  Uri
  Sky

  
	
   

  	
  Title:
  

  	
  Vice
  President - Credit

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/Anthony
  Casciano

  
	
   

  	
  Name:
  

  	
  Anthony
  Casciano

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  TD
  BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Debbie Watkins

  
	
   

  	
  Name:
  

  	
  Debbie
  Watkins

  
	
   

  	
  Title:
  

  	
  Vice
  President