FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT



Exhibit 4.24A 
 
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT 
 
This First Amendment to Loan and Security Agreement (the
“First Amendment”) is made as of January 22, 2003, by and between CONGRESS FINANCIAL CORPORATION (NEW ENGLAND), a Massachusetts corporation as agent for itself and the other Lenders (“Agent”), CLEAN HARBORS, INC., a Massachusetts
corporation (“Parent”), Clean Harbors Canada, Inc., a New Brunswick corporation, Clean Harbors Mercier, Inc., a Quebec corporation, Clean Harbors Quebec, Inc., a Quebec corporation and 510127 N.B. Inc., a New Brunswick corporation
(collectively, the “Canadian Borrowers”), the other Subsidiaries of the Parent from time to time a party hereto (each together with Parent and Canadian Borrowers, a “Borrower” and, collectively, “Borrowers”) and
CONGRESS FINANCIAL CORPORATION (NEW ENGLAND), as the United States Lender (the “US Lender”) and CONGRESS FINANCIAL CORPORATION (CANADA), as the Canadian Lender (the “Canadian Lender”). 
 
WHEREAS, the Agent, Lenders, and Borrowers entered into that
certain Loan and Security Agreement, dated as of September 6, 2002 (the “Loan Agreement”); 
 
WHEREAS, pursuant to Section 2.6 of the Loan Agreement Borrowers agreed, among other things, to actively assist Agent in completing the
syndication of the Obligations and further agreed, upon Agent’s request, to enter into such amendments of the Loan Agreement as Agent may request in connection with the syndication and to respond to requests made by prospective Lenders;

 
WHEREAS, several prospective Lenders have
requested that the definition of Majority Lenders be changed to increase the percentage from fifty-one percent (51%) to sixty-six and two-thirds percent (66 2/3%) and, accordingly Agent has requested that Borrowers enter into this First Amendment to
effect the change; 
 
NOW THEREFORE, based on these
premises, and in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the Borrowers, the Agent and the Lenders hereby agree
as follows: 
 
1.    Amendment to Loan Agreement. 
 
1.1    Definition of Majority Lenders. The definition of “Majority Lenders” set forth in Section 1.92 to the Loan Agreement is hereby amended to delete
“51%” and to substitute “66 2/3%” in place thereof. 
 
2.    Representations and Warranties. Each Borrower jointly and severally represents and warrants to Agent and Lenders the following: 
 
2.1.    Organization and Qualification. Each of the Borrowers is duly incorporated
or formed, validly existing, and in good standing under the laws of their respective jurisdictions of incorporation or formation, as applicable. Each Borrower is duly qualified to do business and is in good standing as a foreign corporation or
organization in all states and jurisdictions in which the failure to be so qualified would have a material adverse effect on the financial condition, business or properties of such Borrower. 
 
2.2.    Power and Authority. Each
Borrower is duly authorized and empowered to enter into, deliver, and perform this First Amendment. The execution, delivery, and performance of this First Amendment has been duly authorized by all necessary corporate or other action of each of the
Borrowers. The execution, delivery and performance of this First Amendment (i) are within each Borrower’s corporate, limited liability company, partnership or trust powers; (ii) is not in contravention of law or the terms of the charter or
by-laws or other organizational documents of any of the Borrowers or under any indenture, agreement or undertaking to which any Borrower is a party or by which such Borrower’s properties may be bound or affected; and (iii) will not result in,
or require, the creation or imposition of any lien (other than the liens set forth in Schedule 8.4 to the Loan Agreement) upon or with respect to any of the properties now owned or hereafter acquired by any Borrower. 







 
2.3.    Legally Enforceable Agreement. This First Amendment is, a legal, valid and binding obligation of each Borrower enforceable against each Borrower in accordance with its terms. 
 
3.    Miscellaneous. All
capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Financing Agreements. The Borrowers confirm that the Financing Agreements remain in full force and effect without amendment or modification of any kind,
except for as set forth in this First Amendment. This First Amendment shall be deemed to be a Financing Agreement and, together with the other Financing Agreements, constitute the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior dealings, correspondence, conversations or communications between the parties with respect to the subject matter hereof. 
 
IN WITNESS WHEREOF, the Borrowers, the Agent, and the Lenders have executed this First Amendment as of the date first above written, by
their respective officers hereunto duly authorized, under seal. 
 

	 AGENT

	 	 BORROWERS


	 CONGRESS FINANCIAL CORPORATION
 (NEW ENGLAND)
  
 By:
 Title:
  
 US LENDER
  
 CONGRESS FINANCIAL CORPORATION
 (NEW ENGLAND)
  
 By:
 Title:
  
 CANADIAN LENDER
  
 CONGRESS FINANCIAL CORPORATION (CANADA)
  
 By:
 Title:
	 	 CLEAN HARBORS, INC.
 ALTAIR DISPOSAL SERVICES, LLC
 BATON ROUGE DISPOSAL, LLC
 BRIDGEPORT DISPOSAL, LLC
 CLEAN HARBORS ANDOVER, LLC
 CLEAN HARBORS ANTIOCH, LLC
 CLEAN HARBORS
ARAGONITE, LLC
 CLEAN HARBORS ARIZONA, LLC
 CLEAN HARBORS OF BALTIMORE, INC.
 CLEAN HARBORS BATON ROUGE, LLC
 CLEAN HARBORS BDT, LLC
 CLEAN HARBORS BUTTONWILLOW, LLC
 CLEAN HARBORS CHATTANOOGA, LLC
 CHEMICAL
SALES, LLC
 CLEAN HARBORS COFFEYVILLE, LLC
 CLEAN HARBORS COLFAX, LLC
 CLEAN HARBORS DEER PARK, L.P.
 CLEAN HARBORS DEER TRAIL, LLC
 CLEAN HARBORS DISPOSAL SERVICES, INC.
 CLEAN HARBORS FINANCIAL SERVICES COMPANY
 CLEAN HARBORS FLORIDA, LLC
 CLEAN HARBORS GRASSY MOUNTAIN, LLC
 CLEAN HARBORS KANSAS, LLC
 CLEAN HARBORS LAPORTE, L.P.
 CLEAN HARBORS LAUREL, LLC
 CLEAN HARBORS LONE
MOUNTAIN, LLC
 CLEAN HARBOR LOAN STAR CORP.
 CLEAN HARBORS LOS ANGELES, LLC
 CLEAN HARBORS OF TEXAS, LLC
 CLEAN HARBORS PECATONICA, LLC
 CLEAN HARBORS PLAQUEMINE, LLC
 CLEAN HARBORS PPM, LLC
 CLEAN HARBORS
REIDSVILLE, LLC
 CLEAN HARBORS SAN JOSE, LLC
 CLEAN HARBORS TENNESSEE, LLC
 CLEAN HARBORS WESTMORLAND, LLC
 CLEAN HARBORS WHITE CASTLE, LLC










	 AGENT

	 	 BORROWERS


	 	 	 CROWLEY DISPOSAL, LLC
 DISPOSAL PROPERTIES, LLC
 GSX DISPOSAL, LLC
 HARBOR MANAGEMENT CONSULTANTS, INC.
 HARBOR INDUSTRIAL SERVICES TEXAS, L.P.
 HILLIARD DISPOSAL, LLC
 ROEBUCK DISPOSAL,
LLC
 SAWYER DISPOSAL SERVICES, LLC
 TULSA DISPOSAL, LLC
 CLEAN HARBORS ENVIRONMENTAL SERVICES, INC
 CLEAN HARBORS OF BRAINTREE, INC.
 CLEAN HARBORS OF NATICK, INC.
 CLEAN HARBORS SERVICES, INC.
 MURPHY’S
WASTE OIL SERVICE INC.
 CLEAN HARBORS KINGSTON FACILITY CORPORATION
 CLEAN HARBORS OF CONNECTICUT, INC.
 SPRING GROVE RESOURCE RECOVERY, INC.
 CLEAN HARBORS CANADA, INC.
 CLEAN HARBORS
QUEBEC, INC.
 CLEAN HARBORS MERCIER, INC.
 510127 N.B. INC.