Exhibit 4.33B


 


EXECUTION COPY


 


AMENDMENT NO.
1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO SECURITY
AGREEMENT


 


This AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO SECURITY
AGREEMENT dated as of August 14, 2009 (this “Amendment”),
by and among (i) with respect to amendments to the Credit Agreement, 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 and (ii) with respect to amendments to
the Security Agreement, the Borrower, the other Grantors (as defined below) and
the Administrative Agent.  Capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the Credit Agreement.


 


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, 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, the
Obligations under the Credit Agreement are secured, inter alia, by that certain
Security Agreement, dated as of July 31, 2009 (as amended, restated,
amended and restated, supplemented, modified or otherwise in effect from time
to time, the “Security Agreement’) by and among the Borrower, the other
Loan Parties signatory thereto (together with the Borrower, the “Grantors”),
and the Administrative Agent;


 


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, in respect of
the Security Agreement, the undersigned Lenders hereby ratify the
Administrative Agent’s entering into the amendments to the Security Agreement
on behalf of such Lenders and do not sign this Amendment as parties to such
Security Agreement;


 


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 6 of this Amendment, the Credit Agreement is
hereby amended as follows:


 


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


 


“First Amendment
Effective Date” means August 14, 2009.


 


§2.2.       Section 7.02(b) of the Credit
Agreement is hereby amended by deleting Section 7.02(b) in its
entirety and substituting the following in lieu thereof:


 


“(b)         Indebtedness
owed by a Loan Party or a Subsidiary of a Loan Party to any other Loan Party
which Indebtedness (x) is permitted as an Investment under the provisions
of Section 7.03; and (y) shall not be evidenced by a note or
securities; provided, however, to the extent such Indebtedness
exists as of the First Amendment Effective Date and is evidenced by a note or
securities, such note or securities shall be permitted hereunder, and to the
extent such Indebtedness exists as of the First Amendment Effective Date and is
not evidenced by a note or securities, such Indebtedness shall not be evidenced
by a note or securities thereafter;”


 


§3.          Amendments to the Security
Agreement.  Subject to the
satisfaction of the conditions set forth in Section 6 of this
Amendment, the Security Agreement is hereby amended as follows:


 


§3.1.       The
introductory paragraph of the Security Agreement is hereby amended by deleting “Section 9.13”
and substituting “Section 8.13” in lieu thereof.


 


§3.2.       Section 1
of the Security Agreement is hereby amended by deleting clause (a) of the
definition of “Excluded Accounts” in its entirety and substituting the
following in lieu thereof:


 


“(a) prior to the Discharge of Senior Secured Notes Obligations (as defined in
the Intercreditor Agreement), any Deposit Account or Securities Account
established solely to hold the identifiable proceeds of any sale of
Non-Accounts Collateral after an Event of Default (as defined in the Senior
High Yield Indenture),”


 


§3.3.       Section 1
of the Security Agreement is hereby amended by deleting the final two clauses
and proviso of the definition of “Excluded Property” in their entirety and
substituting the following in lieu thereof:


 


“(g)         any
capital stock, notes, instruments, other equity interests and other securities
of any Subsidiary or Affiliate of the Company (other than any Securities Account);
provided that (x) notwithstanding the foregoing, intercompany
Indebtedness held by any Grantor shall be deemed Collateral, but no notes or
securities evidencing the same shall be required to be delivered to the
Administrative Agent hereunder and such notes or securities (but not the
Indebtedness underlying such notes and securities) shall not be Collateral, (y) no
Grantor or any of its Subsidiaries shall pledge or grant any security interest
in any such note or security to any Person without the consent of the
Administrative Agent and (z) the intercompany loans (or any whole or partial
replacements or refinancings thereof) being made on or about the date hereof to
one or more Canadian Subsidiaries of the Borrower shall not be evidenced by a
note or a security; and


 


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(h)           any
property or asset only to the extent and for so long as the grant of a security
interest in such property or asset is prohibited by any applicable law or
requires a consent not obtained of any governmental authority pursuant to
applicable law, statute or regulation;


 


provided, however, that (A) Excluded Property shall not include any
Proceeds, substitutions or replacements of any Excluded Property referred to in
clause (a), (b), (c), (d), (e), (f), (g) or (h) (unless such
Proceeds, substitutions or replacements would constitute Excluded Property
referred to in clause (a), (b), (c), (d), (e), (f), (g) or (h)) and (B) any
property or asset that constitutes Excluded Property by reason of any violation
or restriction shall cease to be Excluded Property upon the ineffectiveness,
lapse or termination of such prohibition or restriction.”


 


§3.4.       Section 2(a) of
the Security Agreement is hereby amended by deleting clause (ix) in its
entirety and substituting the following in lieu thereof:


 


“(ix)         all
Goods, including Equipment, Inventory and Rolling Stock;”.


 


§3.5.       Section 3.6
of the Security Agreement is hereby amended by inserting the phrase “and the
Mortgage Property” immediately after the word “Collateral” in the second line
of such section.


 


§3.6.       Section 4.8
of the Security Agreement is here by amended by:


 


(a)           Deleting the reference to “$10,000”
contained therein and substituting “$50,000, the applicable Grantor shall
notify the Administrative Agent of any such Rolling Stock acquired after the
date hereof and” in lieu thereof; and


 


(b)           Inserting the following sentence
immediately after the final sentence of Section 4.8:


 


“No Grantor shall request any Rolling Stock be released
from the Lien created by the Collateral Documents unless such a release is
permitted by the Loan Documents and no such release shall be requested at any
time after the occurrence and during the continuation of an Event of Default.”


 


§3.7.       Section 4.11
of the Security Agreement is hereby amended by deleting the existing Section in
its entirety and substituting the following in lieu thereof:


 


“4.11.      Deposit
Accounts and Securities Accounts  Subject to the
Intercreditor Agreement, for each Deposit Account and Securities Account
(including, without limitation, those listed on Schedule 8) that any Grantor, now
or at any time hereafter, opens or maintains, such Grantor shall, at the
Administrative Agent’s request and option, pursuant to a Control Agreement in
form and substance satisfactory to the Administrative Agent, either (a) cause
the depositary bank or securities intermediary, as applicable, to agree to
comply without further consent of such Grantor, at any time with instructions
from the Administrative Agent to such depositary bank or securities
intermediary directing the disposition of funds or financial assets from time
to time credited to such deposit account or securities account, or (b) arrange
for the Administrative Agent to become the customer of the depositary bank with
respect to the Deposit Account, with such Grantor being permitted, only with the
consent of the Administrative Agent, to exercise rights to withdraw funds from
such deposit account.  The Administrative
Agent agrees with each Grantor that the Administrative Agent shall not give any
such instructions or withhold any withdrawal rights from such Grantor, unless
an Event of Default has occurred and is continuing, unless cash on hand falls
below $50,000,000, or if effect were given to any withdrawal not otherwise
permitted by the Loan Documents, would occur. 
The provisions of this paragraph shall not apply to any Excluded Accounts.”


 


3

















 


§3.8.       Section 4.13
of the Security Agreement is hereby amended by deleting the section reference “4.13”
and incorporating the text previously included in that section into Section 4.12
of the Security Agreement as the final paragraph thereof.


 


§3.9.       Section 4.14
of the Security Agreement is hereby amended by:


 


(a)           Changing the section reference from “4.14”
to “4.13”; and


 


(b)           Inserting the phrase “, including, without
limitation, the Mortgage Property,” immediately after the word “properties” in
the second line of such section.


 


§3.10.     Section 5.6
of the Security Agreement is hereby amended by inserting the phrase “or
Mortgage Property” immediately after the word “Collateral” in the second line
of such section.


 


§3.11.     Section 6.1(a)(v) of
the Security Agreement is hereby amended by deleting the reference to “4.14”
and substituting “4.13” in lieu thereof.


 


§3.12.     Section 6.2
of the Security Agreement is hereby amended by:


 


(a)           In the second paragraph of Section 6.2,
inserting the phrase “or Mortgage Property” after each instance of the word “Collateral”
in such paragraph.


 


(b)           Inserting the following paragraph
between the second and third paragraphs of Section 6.2:


 


“The Administrative Agent is hereby authorized to enter
into a Collateral Agency Agreement with Corporation Service Company, US Bank
National Association, as Senior Secured Notes Trustee (as defined in the
Intercreditor Agreement) and Clean
Harbors Environmental Services, Inc. (as amended, restated,
supplemented or modified from time to time, the “Collateral Agency Agreement”)
for the purpose of engaging Corporation Service Company to act as collateral
agent with respect to Rolling Stock for the benefit of the Administrative
Agent.”


 


(c)           Replacing the third paragraph of Section 6.2
with the following:


 


“The Administrative Agent shall not be responsible for the
existence, genuineness or value of any of the Collateral or Mortgage Property
or for the validity, perfection, priority or enforceability of the Liens in any
of the Collateral or Mortgage Property, whether impaired by operation of law or
by reason of any of any action or omission to act on its part hereunder, except
to the extent such action or omission constitutes gross negligence, bad faith
or willful misconduct on the part of the Administrative Agent, for the validity
or sufficiency of the Collateral or Mortgage Property or any agreement or
assignment contained therein, for the validity of the title of the Company to
the Collateral or Mortgage Property, for insuring the Collateral or Mortgage
Property or for the payment of taxes, charges, assessments or Liens upon the
Collateral or otherwise as to the maintenance of the Collateral or Mortgage
Property.”


 


§3.13.     Annex
2 of the Security Agreement is hereby deleted and replaced in its entirety with
Annex 2 attached hereto as Exhibit A.


 


§4.          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 


 


4

















 


Obligations, and all other
amounts due under the Credit Agreement and the Security Agreement, each 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 Grantor hereby
confirms and agrees that 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, (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, and (iii) all references to the “Security Agreement” in
the Credit Agreement, the Collateral Documents and the other Loan Documents
shall refer to the Security Agreement as amended hereby.


 


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


 


§5.1.       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, the Credit Agreement as
amended hereby and the Security 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.


 


§5.2.       Each of this Amendment, the Credit
Agreement as amended hereby and the Security 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.


 


§5.3.       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, the Credit Agreement as amended hereby or the Security
Agreement as amended hereby.


 


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


 


§5.5.       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.


 


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


 


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


 


§6.2.       to the extent that such corporate action
is necessary, all corporate action necessary for the valid execution, delivery
and performance by the Borrower, the other Grantors 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.


 


§6.3.       Administrative Agent shall have received
payment for all other fees and expenses due and payable including, without
limitation, reasonable legal fees and expenses, for which invoices or
reasonable estimates have been provided to the Borrower on or prior to the date
hereof.


 


§6.4.       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.


 


§7.          Miscellaneous Provisions.


 


§7.1.       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, and that this Amendment and the Security
Agreement shall be read and construed as one instrument.


 


§7.2.       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)).


 


§7.3.       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.


 


§7.4.       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).


 


§7.5.       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 


 


6

















 


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]


 


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


 


 


	
   

  	
  BORROWER AND GRANTOR:

  
	
   

  	
   

  
	
   

  	
  CLEAN HARBORS, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name: James M. Rutledge

  
	
   

  	
  Title: Executive Vice President and Chief
  Financial Officer

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  GRANTORS AND GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  ALTAIR DISPOSAL SERVICES, LLC

  
	
   

  	
  BATON ROUGE DISPOSAL, LLC

  
	
   

  	
  BRIDGEPORT DISPOSAL, LLC

  
	
   

  	
  CH INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
  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 PARK, L.P.

  
	
   

  	
  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 LAPORTE, L.P.

  
	
   

  	
  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 OF NATICK, INC.

  
	
   

  	
  CLEAN HARBORS OF TEXAS, LLC

  
	
   

  	
  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

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  CLEAN HARBORS WILMINGTON, LLC

  
	
   

  	
  CROWLEY DISPOSAL, LLC

  
	
   

  	
  DISPOSAL PROPERTIES, LLC

  
	
   

  	
  GSX DISPOSAL, LLC

  
	
   

  	
  HARBOR INDUSTRIAL SERVICES
  TEXAS, L.P.

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name: James M. Rutledge

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
  PLAQUEMINE REMEDIATION
  SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William Geary

  
	
   

  	
  Name: William Geary

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
  CLEAN HARBORS FINANCIAL
  SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name: James M. Rutledge

  
	
   

  	
  Title: Trustee

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  CLEAN HARBORS DEER PARK, L.P.

  
	
   

  	
  CLEAN HARBORS LAPORTE, L.P.

  
	
   

  	
  HARBOR INDUSTRIAL SERVICES
  TEXAS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Clean Harbors of Texas, LLC, its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ James M. Rutledge

  
	
   

  	
   

  	
  Name: James M. Rutledge

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  BANK OF AMERICA, N.A., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Christopher O’Halloran

  
	
   

  	
   

  	
  Name: 

  	
  Christopher O’Halloran

  
	
   

  	
   

  	
  Title:

  	
  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:

  	
  Vice President

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  SIEMENS FINANCIAL SERVICES, INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer Humphrey

  
	
   

  	
  Name: Jennifer Humphrey

  
	
   

  	
  Title: VP Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Kantes

  
	
   

  	
  Name: David Kantes

  
	
   

  	
  Title: Chief Risk Officer

  



 


Signature Page to
Amendment


 

















 


	
   

  	
  TD BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ C. Lee Willingham

  
	
   

  	
  Name: C. Lee Willingham

  
	
   

  	
  Title: Senior Vice President

  



 


Signature Page to
Amendment


 
















 


Exhibit A


 


See attached.


 

















 


ANNEX 2 TO THE

SECURITY AGREEMENT


 


SUPPLEMENT NO. [ ] dated as
of [ ], to the Security Agreement dated as of July 31, 2009, among CLEAN
HARBORS, INC., a Massachusetts corporation (the “Company”),
each of the subsidiaries of the Company listed on Annex A thereto or that
becomes a party hereto pursuant to Section 8.13 thereof (each such
subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary
Grantors”; the Subsidiary Grantors and the Company are referred to collectively
as the “Grantors”), and BANK OF AMERICA,
N.A., as collateral agent (the “Administrative Agent”), pursuant to that
certain Second Amended and Restated Credit Agreement, dated as of July 31,
2009 (as amended, restated, supplemented or modified from time to time, the “Credit
Agreement”) among the Company, the lenders from time to time party thereto
(the “Lenders”), and Bank of America, N.A., as administrative agent (the
“Administrative Agent”) on behalf of the Secured Parties and as Swing
Line Lender and L/C Issuer (each as defined in the Credit Agreement).


 


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 Lenders to make Loans and the L/C
Issuer to issue Letters of Credit. Pursuant to Section 4.1(b) of the
Security Agreement, within 30 days after the end of each calendar quarter, each
Grantor has agreed to deliver to the Administrative Agent a written supplement
substantially in the form of Annex 2 thereto with respect to any additional
registrations and applications for Copyrights, Patents and Trademarks and any
material exclusive Licenses acquired by such Grantor after the date of the
Credit Agreement. The Grantors have identified the additional registrations and
applications for Copyrights, Patents and Trademarks and material exclusive
Licenses acquired by such Grantors after the date of the Credit Agreement set
forth on Schedule I, II, III, IV, V, VI, VII and VIII hereto.  The undersigned Grantors are executing this
Supplement in order to facilitate supplemental filings to be made by the
Administrative Agent with the United States Copyright Office and the United
States Patent and Trademark Office of any registrations and applications for
Copyrights, Patents and Trademarks.


 


Accordingly,
the Administrative Agent and the Grantors agree as follows:


 


SECTION 1.  (a) Schedule 1 of the Security Agreement
is hereby supplemented, as applicable, by the information set forth in the
Schedule I hereto, (b) Schedule 2 of the Security Agreement is hereby
supplemented, as applicable, by the information set forth in the Schedule II
hereto, (c) Schedule 3 of the Security Agreement is hereby supplemented,
as applicable, by the information set forth in the Schedule III hereto, (d) Schedule
4 of the Security Agreement is hereby supplemented, as applicable, by the
information set forth in the Schedule IV hereto, (e) Schedule 5 of the
Security Agreement is hereby supplemented, as applicable, by the information
set forth in the Schedule V hereto, (f) Schedule 6 of the Security
Agreement is hereby supplemented, as applicable, by the information set forth
in the Schedule VI hereto, (g) Schedule 7 of the Security Agreement is 


 

















 


hereby supplemented, as applicable,
by the information set forth in the Schedule VII hereto and (h) and
Schedule 8 of the Security Agreement is hereby supplemented, as applicable, by
the information set forth in the Schedule VIII hereto.


 


SECTION 2.  Each Grantor hereby represents and warrants
that the information set forth on Schedules I, II, III, IV, V, VI,
VII and VIII hereto is true and correct.


 


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 Administrative Agent and the Company. This Supplement
shall become effective as to each Grantor when the Administrative Agent shall
have received counterparts of this Supplement that, when taken together, bear
the signatures of such Grantor and the Administrative Agent.


 


SECTION 4.  Except as expressly supplemented hereby, the
Security Agreement shall remain in full force and effect.


 


SECTION 5.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW 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 6.  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 provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION 7.  All notices, requests and demands pursuant hereto
shall be made in accordance with Section 8.2 of the Security Agreement.
All communications and notices hereunder to each Grantor shall be given to it
in care of the Company at the Company’s address set forth in Section 10.02
of the Credit Agreement.


 


SECTION 8.  Each Grantor agrees to reimburse the
Administrative 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 Administrative Agent.


 


[remainder of
page intentionally left blank]


 

















 


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


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


SCHEDULE I

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


SCHEDULE II

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT


 


COPYRIGHT REGISTRATIONS


 


	
  Registered
  Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE III

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


SCHEDULE IV

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT


 


PATENT REGISTRATIONS AND APPLICATIONS


 

















 


SCHEDULE V

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARK LICENSES


 

















 


SCHEDULE VI

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARK REGISTRATIONS AND APPLICATIONS


 


Domestic Trademarks


 


	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration

  No.

  	
   

  	
  Application

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Foreign Trademarks


 


	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration

  No.

  	
   

  	
  Application

  No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE VII

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


INVENTORY LOCATIONS


 

















 


SCHEDULE VIII

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS