Exhibit 4.35A


 


SUPPLEMENTAL INDENTURE


 


Supplemental Indenture (this “Supplemental
Indenture”), dated as of December 31, 2009, among Clean Harbors, Inc.,
a Massachusetts corporation (the “Company”), ARC Advanced Reactors and Columns,
LLC, a Delaware limited liability company, Clean Harbors Catalyst Technologies,
LLC, a Delaware limited liability company, Clean Harbors Exploration Services, Inc.,
a Delaware corporation, Clean Harbors Industrial Services, Inc., a
Delaware corporation, and Great Lakes Carbon Treatment, Inc., a Delaware
corporation (collectively, the “New Guarantors”), CH International Holdings,
LLC, a Delaware limited liability company, Clean Harbors Deer Park, LLC, a
Delaware limited liability company, and Clean Harbors LaPorte, LLC, a Delaware
limited liability company (collectively, the “Successor Guarantors”), and U.S.
Bank National Association, as trustee (the “Trustee”) and Notes Collateral
Agent under the Indenture as defined below. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 


WITNESSETH


 


WHEREAS, the Company has heretofore executed
and delivered to the Trustee an indenture (the “Indenture”), dated as of August 14,
2009, providing for the issuance of an aggregate principal amount of $300,000,000
of 75/8%  Senior Secured Notes due 2016 (the “Securities”), and
substantially all of the Company’s Domestic Restricted Subsidiaries have
unconditionally guaranteed the Company’s obligations under the Securities and
the Indenture;


 


WHEREAS, Sections 4.15 and 4.20(a) of
the Indenture provide that under certain circumstances the Company is required
to cause any New Domestic Restricted Subsidiary to execute and deliver to the
Trustee a supplemental indenture pursuant to which such New Domestic Restricted
Subsidiary shall unconditionally guarantee all of the Company’s obligations
under the Securities and the Indenture on the terms and conditions set forth
herein; and


 


WHEREAS, pursuant to Section 9.1 of the
Indenture, the Trustee and Notes Collateral Agent are authorized to execute and
deliver this Supplemental Indenture without notice to or consent of any
Securityholder;


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Company, the New Guarantors, the Successor
Guarantors, and the Trustee and Notes Collateral Agent mutually agree for the
benefit of the Holders of the Securities as follows:


 


1.                                       Agreement to Guarantee.  The New Guarantors and the Successor
Guarantors hereby agree to unconditionally guarantee all of the Company’s
obligations under the Securities and the Indenture and that their obligations
to the Holders and the Trustee pursuant to this Supplemental Indenture shall be
as expressly set forth with respect to all Guarantors in Article XII of
the Indenture and in such other provisions of the


 


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Indenture as are applicable to
all Guarantors, and reference is made to the Indenture for the precise terms of
this Supplemental Indenture.  The terms
of Article XII of the Indenture and such other provisions of the Indenture
as are applicable to all Guarantors are incorporated herein by reference.


 


2.                                       Execution and Delivery of Guarantee.


 


(a)           To evidence its Guarantee set forth
in this Supplemental Indenture, each New Guarantor and Successor Guarantor is,
contemporaneously with its execution and delivery of this Supplemental
Indenture, executing and delivering to the Trustee a Guarantee substantially in
the form of Exhibit E to the Indenture. 
The validity and enforceability of the Guarantee set forth in this
Supplemental Indenture and such Guarantee shall not be affected by the fact
that it is not affixed to any particular Security.


 


(b)           Each of the New Guarantors and
Successor Guarantors hereby agrees that its Guarantee set forth in this
Supplemental Indenture and such Guarantee shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.


 


(c)           If an Officer of a New Guarantor or
Successor Guarantor whose signature is on this Supplemental Indenture or such
Guarantee no longer holds that office at the time the Trustee authenticates any
Security on which such Guarantee is endorsed or at any time thereafter, such
Guarantor’s Guarantee of such Security shall nevertheless be valid.


 


(d)           The delivery of any Security by the
Trustee, after the authentication thereof under the Indenture, shall constitute
due delivery of the Guarantee set forth in this Supplemental Indenture and such
Guarantee on behalf of each New Guarantor and Successor Guarantor.


 


3.                                       No Recourse Against Others.  No Affiliate, director, officer, employee,
limited liability company member or stockholder of the Company or any
Subsidiary, as such, shall have any liability for any obligations of the Issuer
under the Securities or any Guarantee or the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation.  Each Securityholder by accepting a Security
waives and releases all such liability. 
Such waiver and release are part of the consideration for the issuance
of the Securities.


 


4.                                       New York Law to Govern.  The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture and the
Guarantee.


 


5.                                       Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 


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6.                                       Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


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SIGNATURES


 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed all as of the date first
written above.


 


	
   

  	
  CLEAN
  HARBORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Rutledge

  
	
   

  	
   

  	
  Name:
  James M. Rutledge

  
	
   

  	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  SUCCESSOR
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  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 Trustee and Notes Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Karen R. Beard

  
	
   

  	
   

  	
  Name:
  Karen R. Beard

  
	
   

  	
   

  	
  Title: Vice President

  



 


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