Exhibit 4.37A


 


SUPPLEMENT NO. 1 dated as of December 31, 2009,
to the Security Agreement dated as of August 14, 2009, among CLEAN
HARBORS, INC., a Massachusetts corporation (the “Company”), each
subsidiary of the Company listed on Annex A thereto (each such subsidiary
individually a “Subsidiary Grantor” and, collectively, the “Subsidiary
Grantors”; the Subsidiary Grantors and the Company are referred to
collectively herein as the “Grantors”), U.S. Bank National Association,
as collateral agent (the “Collateral Agent”), pursuant to an indenture,
dated as of August 14, 2009 (as amended, restated, supplemented or
modified from time to time, the “Indenture”) among the Company, each
Guarantor (as defined in the Indenture), the Collateral Agent and U.S. Bank
National Association, as trustee (the “Trustee”) on behalf of the
holders of the Notes (as defined below) (the “Holders”).


 


A.            Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Security Agreement.


 


B.            The Grantors have entered into the
Security Agreement in order to induce the Holders to purchase the Notes.


 


C.            Section 4.20 of the Indenture
and/or any equivalent provision of any Other Pari Passu Lien Agreement and Section 8.13
of the Security Agreement provide that each Subsidiary of the Company that is
required to become a party to the Security Agreement pursuant to Section 4.20
of the Indenture and/or any equivalent provision of any Other Pari Passu Lien
Agreement shall become a Grantor, with the same force and effect as if
originally named as a Grantor therein, for all purposes of the Security
Agreement upon execution and delivery by such Subsidiary of an instrument in
the form of this Supplement. Each undersigned Subsidiary (each a “New
Grantor”) is executing this Supplement in accordance with the requirements
of the Security Agreement to become a Subsidiary Grantor under the Security
Agreement as consideration for purchase of the Notes by the Holders.


 


Accordingly,
the Collateral Agent and the New Grantors agree as follows:


 


SECTION 1.  In accordance with subsection 8.13 of the
Security Agreement, each New Grantor by its signature below becomes a Grantor
under the Security Agreement with the same force and effect as if originally
named therein as a Grantor and each New Grantor hereby (a) agrees to all
the terms and provisions of the Security Agreement applicable to it as a
Grantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor thereunder are true and
correct on and as of the date hereof. In furtherance of the foregoing, each New
Grantor, as security for the payment and performance in full of the
Obligations, does hereby bargain, sell, convey, assign, set over, mortgage,
pledge, hypothecate and transfer to the Collateral Agent, for the benefit of
the Secured Parties, and hereby grants to the Collateral Agent, for the benefit
of the Secured Parties, a security interest in all of the Collateral of such
New Grantor, in each case whether now or hereafter existing or in which it now
has or hereafter acquires an interest. Each reference to a “Grantor” in the
Security Agreement shall be deemed to include each New Grantor. The Security
Agreement is hereby incorporated herein by reference.


 


SECTION 2.  Each New Grantor represents and warrants to
the Collateral Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and 


 

















 


delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.


 


SECTION 3.  This Supplement may be executed by one or
more of the parties to this Supplement on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Supplement signed by all the parties
shall be lodged with the Collateral Agent and the Company. This Supplement
shall become effective as to each New Grantor when the Collateral Agent shall
have received counterparts of this Supplement that, when taken together, bear
the signatures of such New Grantor and the Collateral Agent.


 


SECTION 4.  Each New Grantor hereby represents and
warrants that (a) set forth on Schedule I attached hereto is (i) the
legal name of such New Grantor, (ii) the jurisdiction of incorporation or
organization of such New Grantor, (iii) the true and correct location of
the chief executive office and principal place of business and any office in
which it maintains books or records relating to Collateral owned by it, (iv) the
identity or type of organization or corporate structure of such New Grantor and
(v) the Federal Taxpayer Identification Number and organizational number
of such New Grantor and (b) as of the date hereof (i) Schedule II
hereto sets forth all of each New Grantor’s Copyright Licenses, (ii) Schedule
III hereto sets forth, in proper form for filing with the United States
Copyright Office, all of each New Grantor’s registered Copyrights (and all
applications therefor), (iii) Schedule IV hereto sets forth all of each
New Grantor’s Patent Licenses, (iv) Schedule V hereto sets forth, in
proper form for filing with the United States Patent and Trademark Office, all
of each New Grantor’s Patents (and all applications therefor), (v) Schedule
VI hereto sets forth all of each New Grantor’s Trademark Licenses, (vi) Schedule
VII hereto sets forth, in proper form for filing with the United States Patent
and Trademark Office, all of each New Grantor’s registered Trademarks (and all
applications therefor); (vii) Schedule VIII hereto sets forth the
inventory locations of the New Grantor; and (viii) Schedule IX hereto sets
forth the Deposit Accounts and Security Accounts of the New Grantor.


 


SECTION 5.  Except as expressly supplemented hereby, the
Security Agreement shall remain in full force and effect.


 


SECTION 6.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTION 5-1401
AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW
YORK).


 


SECTION 7.  Any provision of this Supplement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and in the Security Agreement, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable 


 


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provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION 8.  All notices, requests and demands pursuant
hereto shall be made in accordance with Sections 14.2 of the Indenture of the
Indenture (whether or not then in effect). All communications and notices
hereunder to each New Grantor shall be given to it in care of the Company at
the Company’s address set forth in Section 14.2 of the Indenture (whether
or not then in effect).


 


SECTION 9.  Each New Grantor agrees to reimburse the
Collateral Agent for its reasonable out-of-pocket expenses in connection with
this Supplement, including the reasonable fees, other charges and disbursements
of counsel for the Collateral Agent.


 


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IN
WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed
this Supplement to the Security Agreement as of the day and year first above
written.


 


	
   

  	
  NEW GRANTORS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name: James M. Rutledge

  
	
   

  	
  Title: Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CH INTERNATIONAL HOLDINGS, LLC

  
	
   

  	
  CLEAN HARBORS DEER PARK, LLC

  
	
   

  	
  CLEAN HARBORS LAPORTE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name: James M. Rutledge

  
	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen R. Beard

  
	
   

  	
  Name: Karen R. Beard

  
	
   

  	
  Title:
  Vice President