Exhibit 4.37


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT
dated as of August 14, 2009 (this “Security Agreement”), among
CLEAN HARBORS, INC., a Massachusetts corporation (the “Company”), each of the subsidiaries of the Company listed on Annex A
hereto or that becomes a party hereto pursuant to Section 8.13 hereof
(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 U.S. BANK NATIONAL ASSOCIATION, as Notes 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”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Indenture, the Company has issued, or will issue $300,000,000
principal amount of 7.625% senior secured notes due 2016 (together with any
other Securities (as such term is defined in the Indenture), including Exchange
Notes issued pursuant to the Indenture, the “Notes”) upon the terms and
subject to the conditions set forth therein;


 


WHEREAS,
pursuant to the Indenture, each Guarantor party thereto has unconditionally and
irrevocably guaranteed, as primary obligor and not merely as surety, to the Trustee,
for the benefit of the Secured Parties the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations;


 


WHEREAS,
the Trustee has been appointed to serve as Notes Collateral Agent under the
Indenture and, in such capacity, to enter into this Security Agreement;


 


WHEREAS,
following the date hereof, if not prohibited by the Indenture, the Grantors may
incur Other Pari Passu Lien Obligations which are secured equally and ratably
with the Grantors’ obligations in respect of the Notes in accordance with Section 8.17
of this Security Agreement;


 


WHEREAS,
each Grantor will receive substantial benefits from the execution, delivery and
performance of the obligations under the Indenture, the Notes, the other Note
Documents and any Other Pari Passu Lien Agreement and each is, therefore,
willing to enter into this Security Agreement;


 


WHEREAS,
this Security Agreement is made by the Grantors in favor of the Collateral
Agent for the benefit of the Secured Parties to secure the payment and
performance in full when due of the Obligations;


 


WHEREAS,
each Subsidiary Grantor is a Domestic Subsidiary of the Company; and


 

















 


NOW,
THEREFORE, in consideration of the premises and to induce the Trustee and the
Collateral Agent to enter into the Indenture and induce the Holders to purchase
the Notes, the Grantors hereby agree with the Collateral Agent, for the benefit
of the Secured Parties, as follows:


 


1.             Defined Terms.


 


(a)           Unless
otherwise defined herein, terms defined in the Indenture and used herein shall
have the meanings given to them in the Indenture and all terms defined in the
Uniform Commercial Code from time to time in effect in the State of New York
(the “NY UCC”) and not defined herein shall have the meanings specified
therein.


 


(b)           The
following terms shall have the following meanings:


 


“Accounts”
shall mean all “accounts” as such term is defined in Article 9 of the NY
UCC.


 


“Authorized
Representative” shall mean any duly authorized representative of any holder
of Other Pari Passu Lien Obligations under any Other Pari Passu Lien Agreement
designated as “Authorized Representative” for such holder in an Other Pari
Passu Lien Secured Party Consent delivered to the Collateral Agent.


 


“Chattel
Paper” shall mean all “chattel paper” as such term is defined in Article 9
of the NY UCC.


 


“Collateral” shall have the meaning assigned to
such term in Section 2.


 


“Collateral
Account” shall mean any collateral account established by the Collateral
Agent as provided in subsection 5.1.


 


“Collateral
Access Agreement” means any landlord waiver or other agreement, in form and
substance reasonably satisfactory to the Collateral Agent, between the
Collateral Agent and any third party (including any bailee, consignee, customs
broker, or other similar Person) in possession of any Collateral or any
landlord of any Loan Party for any real property where any Collateral is
located, which agreement or letter shall provide access rights, contain a
waiver or subordination of all Liens or claims that the landlord, bailee or
consignee may assert against the Collateral at that location, as such landlord
waiver or other agreement may be amended, restated, or otherwise modified from
time to time.


 


“Collateral
Agent” shall have the meaning assigned to such term in the recitals hereto.


 


“Collateral
Deposit Account” shall have the meaning assigned to such term in Section 5.2.


 


“Control
Agreement” means with respect any Deposit Account or Securities Account
maintained by any Grantor, an agreement, establishing the Collateral Agent’s
Control with 


 


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respect to such Deposit Account or Securities Account,
among such Grantor, an institution maintaining such Grantor’s account, and the
Collateral Agent.


 


“Copyright
License” means any written agreement, now or hereafter in effect, granting
any right to any third party under any copyright now owned or hereafter
acquired by any Grantor (including all Copyrights) or that any Grantor
otherwise has the right to license, or granting any right to any Grantor under
any copyright now owned or hereafter acquired by any third party, and all
rights of any Grantor under any such agreement, including those exclusive
agreements listed on Schedule 1.


 


“copyrights” means, with respect to any Person,
all of the following now owned or hereafter acquired by such Person: (i) all
copyright rights in any work subject to the copyright laws of the United States
or any other country or jurisdiction, whether as author, assignee, transferee
or otherwise, whether registered or unregistered, whether statutory or common
law and whether published or unpublished and (ii) all registrations and
applications for registration of any such copyright in the United States or any
other country, including registrations and pending applications for
registration in the United States Copyright Office.


 


 “Copyrights”
means all copyrights now owned or hereafter acquired by any Grantor, including
those listed on Schedule 2.


 


“Deposit
Accounts” shall mean all “deposit accounts,” as such term is defined in Article 9
of the NY UCC.


 


“Discharge
of Obligations” shall mean both (i) in the case of the Indenture, the
discharge or defeasance of the Indenture in accordance with Sections 8.1 and
8.2 thereof and (ii) in the case of each Other Pari Passu Lien Agreement,
the repayment of the Other Pari Passu Lien Obligations under such agreement or
such other event which entitles the Grantors to obtain a release of the Liens
securing such Other Pari Passu Lien Obligations under the Security Documents.


 


“Documents” shall mean all “documents,” as such
term is defined in Article 9 of the NY UCC.


 


“Equipment” shall mean all “equipment,” as such
term is defined in Article 9 of the NY UCC.


 


“Event
of Default” shall mean an “Event of Default” under and as defined in the
Indenture or any Other Pari Passu Lien Agreement.


 


 “Excluded
Accounts” shall mean (a) prior to the Discharge of ABL Obligations (as
defined in the Intercreditor Agreement), any Deposit Account or Securities
Account established solely to hold the identifiable proceeds of any sale of ABL
Collateral after an Event of Default (as defined in the Credit Agreement), (b) Deposit
Accounts exclusively used for funding zero balance disbursement Deposit
Accounts in respect of payroll, payroll taxes and other employee wage and
benefit payments and (c) other Deposit Accounts the average daily balance of which do not contain
more than $1.0 million in the aggregate for all such Deposit Accounts at 


 


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any time.


 


“Excluded Property” shall mean:


 


(a)           any
permit or license issued by a governmental authority to any Grantor or any
agreement to which any Grantor is a party, in each case, only to the extent and
for so long as the terms of such permit, license or agreement or any
requirement of law applicable thereto, validly prohibit the creation by such
Grantor of a security interest in such permit, license or agreement in favor of
the Collateral Agent (after giving effect to Sections 9-406(d), 9-407(a),
9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or
any other applicable law (including the Bankruptcy Code) or principles of equity);


 


(b)           assets
owned by any Grantor on the date hereof or hereafter acquired and any proceeds
thereof that are subject to a Lien securing a Capital Lease Obligation permitted
to be incurred pursuant clauses (7) or (12) of the definition of “Permitted
Liens” in the Indenture to the extent and for so long as the contract or other
agreement in which such Lien is granted (or the documentation providing for
such Capital Lease Obligation) validly prohibits the creation of any other Lien
on such assets and proceeds;


 


(c)           any
property of a person existing at the time such person is acquired or merged
with or into or consolidated with any Grantor that is subject to a Lien
permitted by clause (17) of the definition of “Permitted Liens” in the
Indenture to the extent and for so long as the contract or other agreement in
which such Lien is granted validly prohibits the creation of any other Lien on
such property;


 


(d)           any
intent-to-use trademark application to the extent and for so long as creation
by a Grantor of a security interest therein would result in the loss by such
Grantor of any material rights therein;


 


(e)           assets
of the Grantors held outside of the United States;


 


(f)            assets
of the Company’s foreign Subsidiaries;


 


(f)            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
Collateral 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
Collateral Agent and (z) the intercompany loans (or any whole or partial
replacements or refinancings thereof) made on July 31, 2009 and on or
about the date hereof to one or more Canadian Subsidiaries of the Issuer shall
not be evidenced by a note or a security; and


 


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(g)           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) or (g) 
(unless such Proceeds, substitutions or replacements would constitute Excluded
Property referred to in clause (a), (b), (c), (d), (e), (f) or (g)) 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.


 


“Final Date” shall
mean the date upon which there has been a Discharge of Obligations with respect
to the Indenture and each Other Pari Passu Lien Agreement.


 


“General
Intangibles” shall mean all “general intangibles” as such term is defined
in Article 9 of the NY UCC.


 


“Guarantors” shall mean each Grantor other than
the Company.


 


“Grantor” shall mean the Company and each of
the other Grantors identified in the recitals hereto.


 


“Instruments” shall mean all “instruments,” as
such term is defined in Article 9 of the NY UCC.


 


“Intellectual
Property” shall mean all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or
otherwise now owned or hereafter acquired, including (a) all proprietary
information used or useful arising from the business including all goodwill,
trade secrets, trade secret rights, know-how, customer lists, processes of
production, confidential business information, techniques, processes, formulas
and all other proprietary information, and (b) the Copyrights, the
Patents, the Trademarks and the Licenses and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.


 


“Investment
Property” shall mean all Securities (whether certificated or uncertificated),
Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts
of any Grantor, whether now or hereafter acquired by any Grantor, in each case
with respect to Securities (other than Securities in a wholly-owned Subsidiary
of the Company) to the extent the grant by a Grantor of a Security Interest
therein pursuant to this Security Agreement in its right, title and interest in
any such Securities is not prohibited by any shareholder, joint venture or
similar agreement governing such Securities without the consent of any other
party thereto (other than a Grantor), would not give any other party (other
than a Grantor) to any such shareholder, joint venture or similar agreement
governing such Securities the right to terminate its obligations thereunder or is
permitted with consent (other than any consent of a Grantor) if all necessary
consents to such grant of a Security Interest have been obtained from the other
parties 


 


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thereto (other than to the extent that any such
prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407,
9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or
provisions) of any relevant jurisdiction or any other applicable law) (it being
understood that the foregoing shall not be deemed to obligate such Grantor to
obtain such consents).


 


“Letter
of Credit Rights” shall mean all “letter of credit rights” as such term is
defined in Article 9 of the NY UCC.


 


“License” shall mean any Patent License, Trademark
License, Copyright License or other license or sublicense to which any Grantor
is a party.


 


“Mortgaged
Property” shall mean each real property designated as “Mortgaged Property”
on Schedule III to the Purchase Agreement and any other real property subject
to a Mortgage.


 


“Motor
Vehicle Laws” shall mean all U.S. Federal, state, provincial and local
laws, regulations, rules and judicial or agency determinations and orders
applicable to the ownership and/or operation of vehicles (including, without limitation,
the Rolling Stock), or the business of the transportation of goods by motor
vehicle, including, without limitation, laws, regulations, rules and
judicial or agency determinations and orders promulgated or administered by the
Federal Highway Administration, the Federal Motor Carrier Safety
Administration, the National Highway Traffic Safety Administration, the Surface
Transportation Board and other state, provincial and local Governmental Authorities
with respect to vehicle safety and registration and motor carrier insurance,
financial assurance, credit extension, contract carriage, tariff and reporting
requirements.


 


“Note
Documents” means the Notes, the Guarantees, the Indenture, the Security
Documents and the Intercreditor Agreement.


 


“NY
UCC” has the meaning assigned to such term in Section 1(a).


 


“Obligations” shall mean the collective
reference to the Note Obligations and the Other Pari Passu Lien Obligations.


 


“Other
Pari Passu Lien Agreement” shall mean any indenture, credit agreement or
other agreement, if any, pursuant to which any Grantor has or will incur Other
Pari Passu Lien Obligations; provided that, in each case, the Indebtedness
thereunder has been designated as Other Pari Passu Lien Obligations pursuant to
and in accordance with Section 8.17.


 


“Other
Pari Passu Lien Obligations” shall mean all obligations, liabilities and indebtedness
(including, without limitation, principal, premium, interest (including,
without limitation, all interest that accrues after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency, reorganization
or similar proceeding of any Grantor at the rate provided for in the respective
documentation, whether or not a claim for post-petition interest is allowed in
any such proceeding)) owing under any Other Pari Passu Lien Agreement that has
been designated as Other Pari Passu Lien Obligations pursuant to Section 8.17.


 


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“Other
Pari Passu Lien Secured Party Consent” shall mean a consent in the form of
Annex 4 to this Security Agreement executed by the Authorized Representative of
any holders of Other Pari Passu Lien Obligations pursuant to Section 8.17.


 


“Patent
License” means any written agreement, now or hereafter in effect, granting
to any third party any right to make, use or sell any invention on which a
patent, now owned or hereafter acquired by any Grantor (including all Patents)
or that any Grantor otherwise has the right to license, is in existence, or
granting to any Grantor any right to make, use or sell any invention on which a
patent, now owned or hereafter acquired by any third party, is in existence,
and all rights of any Grantor under any such agreement, including those
exclusive agreements listed on Schedule 3.


 


“patents” means, with respect to any Person,
all of the following now owned or hereafter acquired by such Person:  (a) all letters patent of the United
States or the equivalent thereof in any other country or jurisdiction, all
registrations and recordings thereof, and all applications for letters patent
of the United States or the equivalent thereof in any other country or
jurisdiction, including registrations and pending applications in the United
States Patent and Trademark Office or any similar offices in any other country
or jurisdiction, and (b) all rights and privileges arising under
applicable law with respect to such Person’s use of any patents, all reissues,
continuations, divisions, continuations-in-part, renewals or extensions
thereof, and the inventions disclosed or claimed therein, including the right
to make, use and/or sell the inventions disclosed or claimed therein.


 


“Patents” means all patents now owned or
hereafter acquired by any Grantor, including those listed on Schedule 4.


 


“Proceeds” shall mean all “proceeds” as such
term is defined in Article 9 of the NY UCC.


 


“Required
Secured Parties” shall mean the holders of a majority in an aggregate
principal amount of (i) the Notes, subject in all cases to Section 9.2
of the Indenture, and (ii) any Indebtedness constituting Other Pari Passu
Lien Obligations, in each case, excluding for all purposes of this definition
any holder of such debt whose vote is required to be disregarded under the Indenture
or the applicable Other Pari Passu Lien Agreement.


 


“Rolling
Stock”  shall mean all trucks, trailers,
tractors, service vehicles, automobiles, other registered mobile equipment and
any other Equipment covered by a certificate of title or ownership.


 


“Secured
Parties” shall mean (i) the Holders; (ii) the Trustee, (iii) the
Collateral Agent, (iv) the holders of any Other Pari Passu Lien Obligation
and (v) any Authorized Representative; (vi) the beneficiaries of each
indemnification obligation undertaken by any Grantor under any Note Document
and (vii) any successors, indorsees, transferees and assigns of each of
the foregoing.


 


“Securities
Accounts” shall mean all “securities accounts,” as such term is defined in Article 9
of the NY UCC.


 


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“Security
Agreement” shall mean this Security Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.


 


“Security
Interest” shall have the meaning assigned to such term in Section 2.


 


“Trademark
License” means any written agreement, now or hereafter in effect, granting
to any third party any right to use any trademark now owned or hereafter
acquired by any Grantor (including any Trademark) or that any Grantor otherwise
has the right to license, or granting to any Grantor any right to use any
trademark now owned or hereafter acquired by any third party, and all rights of
any Grantor under any such agreement, including those exclusive agreements
listed on Schedule 5.


 


“trademarks” means, with respect to any Person,
all of the following now owned or hereafter acquired by such Person:  (i) all trademarks, service marks, trade
names, corporate names, company names, business names, fictitious business
names, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now owned or hereafter acquired, all
registrations and recordings thereof (if any), and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office
or any similar offices in any State of the United States or any other country
or any political subdivision thereof, and all extensions or renewals thereof, (ii) all
goodwill associated therewith or symbolized thereby and (iii) all other
assets, rights and interests that uniquely reflect or embody such goodwill.


 


“Trademarks” means all trademarks now owned or
hereafter acquired by any Grantor, including those listed on Schedule 6 hereto.


 


(c)           The
words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
when used in this Security Agreement shall refer to this Security Agreement as
a whole and not to any particular provision of this Security Agreement, and
Section, subsection and Schedule references are to this Security Agreement
unless otherwise specified. The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.”


 


(d)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


(e)           Where
the context requires, terms relating to the Collateral or any part thereof,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or
the relevant part thereof


 


2.             Grant of Security Interest.


 


(a)           Each
Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages,
pledges, hypothecates and transfers 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 (the “Security Interest”) in
all of the following property now owned or hereafter acquired by such Grantor
or in which such Grantor now has or at any time in future may acquire 


 


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any
right, title or interest (collectively, the “Collateral”),
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations:


 


(i)              all Accounts;


 


(ii)             all cash and/or money;


 


(iii)            all Chattel Paper;


 


(iv)            all Deposit Accounts;


 


(v)             all Documents;


 


(vi)            all General Intangibles;


 


(vii)           all Instruments;


 


(viii)          all Intellectual Property;


 


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


 


(x)             all Investment Property;


 


(xi)            all Commercial Tort Claims described
on Appendix F to the Perfection Certificate;


 


(xii)           all Supporting Obligations;


 


(xiii)          all Letter of Credit Rights;


 


(xiv)          books and records pertaining to the
Collateral;


 


(xv)           any other contract rights or rights
to payment of money, insurance claims and proceeds; and


 


(xvi)          to the extent not otherwise included,
all Proceeds and products of any and all of the foregoing.


 


Notwithstanding
anything to the contrary contained in clauses (i) through (xvi) above, the
security interest created by this Security Agreement shall not extend to, and
the term “Collateral” shall not include, any Excluded Property.


 


(b)           Each
Grantor hereby irrevocably authorizes the Collateral Agent at any time and from
time to time to file in any relevant jurisdiction any initial financing
statements with respect to the Collateral or any part thereof and amendments or
continuations thereto that contain the information required by Article 9
of the Uniform Commercial Code of each applicable jurisdiction for the filing
of any financing statement or amendment, including whether such 


 


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Grantor
is an organization, the type of organization and any organizational identification
number issued to such Grantor.  Such
financing statements may describe the Collateral in the same manner as
described herein or may contain an indication or description of collateral that
describes such property in any other manner such as “all assets” or “all
personal property, whether now owned or hereafter acquired.”  Each Grantor agrees to provide such
information to the Collateral Agent promptly upon request.


 


Each
Grantor also ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any initial financing statements or amendments thereto if
filed prior to the date hereof.


 


The
Collateral Agent is further authorized to file with the United States Patent
and Trademark Office or United States Copyright Office (or any successor office
or any similar office in any other country) such documents executed by any
Grantor as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted
by each Grantor over each Grantor’s registrations and applications for Copyrights,
Patents and Trademarks, and naming any Grantor or the Grantors as debtors and
the Collateral Agent as secured party.


 


Notwithstanding
the foregoing authorizations, it shall be the responsibility of the Grantors to
file or cause to be made all filings specified in this Section and this Section shall
not be construed to impose any duty or obligation upon the Collateral Agent.


 


The
Security Interests are granted as security only and shall not subject the Collateral
Agent or any other Secured Party to, or in any way alter or modify, any
obligation or liability of any Grantor with respect to or arising out of the
Collateral.


 


3.             Representations And Warranties.


 


Each
Grantor hereby represents and warrants to the Collateral Agent and each Secured
Party that:


 


3.1.               Title;
No Other Liens.  Except for the
Security Interest granted to the Collateral Agent for the benefit of the
Secured Parties pursuant to this Security Agreement and other Liens permitted
by the Indenture and each Other Pari Passu Lien Agreement, such Grantor owns
each item of the Collateral free and clear of any and all Liens or claims of
others.  No security agreement, financing
statement or other public notice with respect to all or any part of the
Collateral that evidences a Lien securing any material Indebtedness is on file
or of record in any public office, except such as have been filed in favor of
the Collateral Agent, for the benefit of the Secured Parties, pursuant to this
Security Agreement or are permitted by the Indenture.


 


3.2.               Perfected
First Priority Liens.


 


(a)           Subject
to the limitations set forth in clause (b) of this subsection 3.2, the
Security Interests granted pursuant to this Security Agreement (i) will
constitute valid perfected Security Interests in the Collateral in favor of the
Collateral Agent, for the benefit of the Secured Parties, as collateral
security for the Obligations, upon (A) the filing of all financing
statements 


 


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naming
each Grantor as “debtor” and the Collateral Agent as “secured party” and describing
the Collateral in the applicable filing offices, (B) delivery of all
Instruments, Chattel Paper and certificated Securities, together with
instruments of transfer or assignment duly executed in blank, (C) in the
case of Rolling Stock the ownership of which, under applicable law (including,
without limitation, any Motor Vehicle Law), is evidenced by a certificate of
title or ownership, the notation of the Security Interest created hereunder
noted thereon and (D) completion of the filing, registration and recording
of a fully executed agreement substantially in the form of Annex 3 hereto and
containing a description of all Collateral constituting registrations and
applications for Intellectual Property in the United States Patent and
Trademark Office within the three-month period (commencing as of the date
hereof) or, in the case of Collateral constituting registrations and
applications for Intellectual Property acquired after the date hereof,
thereafter pursuant to 35 USC §261 and 15 USC §1060 and the regulations
thereunder with respect to United States Patents and United States registered
and applied for Trademarks; and in the United States Copyright Office within
the one-month period (commencing as of the date hereof) or, in the case of
Collateral constituting registrations and applications for Intellectual
Property acquired after the date hereof, thereafter with respect to United
States registered Copyrights pursuant to 17 USC §205 and the regulations
thereunder and otherwise as may be required pursuant to the laws of any other
necessary jurisdiction to the extent that a security interest may be perfected
by such filings, registrations and recordings, and (ii) are prior to all
other Liens on the Collateral other than (A) Liens in favor of the secured
parties under the Credit Agreement as set forth in the Intercreditor Agreement
and (B) Permitted Liens and any equivalent provision of each Other Pari
Passu Lien Agreement.


 


(b)           Notwithstanding
anything to the contrary herein, no Grantor shall be required to perfect the
Security Interests granted by this Security Agreement (including Security
Interests in cash, cash accounts and Investment Property) by any means other
than by (i) filings pursuant to the Uniform Commercial Codes of the
relevant State(s), (ii) filings with the registrars of motor vehicles or
other appropriate authorities in the relevant jurisdictions, (iii) filings
approved by United States government offices with respect to registrations and
applications of Intellectual Property, (iv) in the case of Collateral that
constitutes Tangible Chattel Paper, Instruments, Certificated Securities or
Negotiable Documents, possession by the Collateral Agent in the United States,
and (v) the obtaining of Control Agreements over Deposit Accounts and Securities
Accounts (including, without limitation, those listed on Schedule 8) other than
Excluded Accounts; provided, however, that each Grantor shall be
required to do the following in order to perfect the Security Interests granted
under this Security Agreement: (i) comply with any provision of any
statute, regulation or treaty of the United States as to any Collateral if compliance
with such provision is a condition to attachment, perfection or priority of, or
ability of the Collateral Agent to enforce, the Collateral Agent’s security
interest in such Collateral; (ii) obtain governmental and other third
party waivers, consents and approvals in form and substance satisfactory to the
Collateral Agent, including any consent of any licensor, lessor or other person
obligated on the Collateral, (iii) obtain waivers from mortgagees and
landlords in form and substance satisfactory to the Collateral Agent, and (iv) take
all actions under any earlier versions of the NY UCC or under any other law, as
reasonably determined by the Collateral Agent to be applicable.  No Grantor shall be required to complete any
filings or other action with respect to the perfection of Security Interests in
any jurisdiction outside the United States.


 


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(c)           It
is understood and agreed that the Security Interests in cash, Deposit Accounts
and Investment Property created hereunder shall not prevent the Grantors from
using such assets in the ordinary course of their respective businesses.


 


3.3.               Collateral
Locations.  On the Issue Date, all of
such Grantor’s locations where Inventory is located (except for Equipment or
Inventory in transit, that has been sold (including sales on consignment or
approval in the ordinary course of business), that is out for repair or
maintenance or any Collateral with a value less than $1,000,000 in the aggregate)
are listed on Schedule 7.  All such
locations are owned by such Grantor except for locations (i) which are
leased by the Grantor as lessee and designated in part (b) of Schedule 7
and (ii) at which Inventory is held in a public warehouse or is otherwise
held by a bailee or on consignment as designated in part (c) of Schedule
7.


 


3.4.               Accounts
and Chattel Paper.  The names of the
obligors, amounts owing, due dates and other information with respect to its
Accounts and Chattel Paper are and will be correctly stated at the time
furnished in all records of such Grantor relating thereto and in all invoices
and other reports with respect thereto furnished to the Collateral Agent by
such Grantor from time to time.


 


3.5.               Inventory.  With respect to any Inventory that is
Collateral, (a) such Inventory is not subject to any licensing, patent,
royalty, trademark, trade name or copyright agreements with any third parties
which would require any consent of any third party upon sale or disposition of
that Inventory or the payment of any monies to any third party upon such sale
or other disposition other than the payment of royalties incurred pursuant to
the sale of such Inventory in the ordinary course of business, (b) such
Inventory has been produced in accordance with the Federal Fair Labor Standards
Act of 1938, as amended, and all rules, regulations and orders thereunder, to
the extent required thereby and (c) the completion of manufacture, sale or
other disposition of such Inventory by the Collateral Agent after the
occurrence and during the continuation of an Event of Default shall not require
the consent of any Person (other than any landlord with respect to any leased
real property of such Grantor in respect of which no Collateral Access
Agreement has been obtained or as required by applicable Law) and shall not
constitute a breach or default under any contract or agreement to which such
Grantor is a party or to which such property is subject.


 


3.6.               Perfection
Certificate.  All information set
forth on the Perfection Certificate relating to the Collateral and the
Mortgaged Property is accurate and complete, and there has been no change in
any of such information since the date on which the Perfection Certificate was
signed by such Grantor.


 


4.             Covenants.


 


Each
Grantor hereby covenants and agrees with the Collateral Agent and the Secured
Parties that, from and after the date of this Security Agreement until the
Final Date:


 


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4.1.               Maintenance
of Perfected Security Interest; Further Documentation.


 


(a)           Such
Grantor shall maintain the Security Interest created by this Security Agreement
as a perfected Security Interest having at least the priority described in
subsection 3.2 and shall defend such Security Interest against the claims and
demands of all Persons whomsoever, in each case subject to subsection 3.2(b).


 


(b)           Such
Grantor will furnish to the Collateral Agent and the Secured Parties from time
to time statements and schedules further identifying and describing the assets
and property of such Grantor and such other reports in connection therewith as
the Collateral Agent may reasonably request. 
In addition, within 30 days after the end of each calendar quarter, such
Grantor will deliver to the Collateral Agent a written supplement hereto
substantially in the form of Annex 2 hereto with respect to any additional
registrations and applications for Copyrights, Patents, Trademarks and any
material exclusive Licenses acquired by such Grantor after the date hereof, all
in reasonable detail.


 


(c)           Subject
to clause (d) below and subsection 3.2(b), each Grantor agrees that at any
time and from time to time, at the reasonable request of the Collateral Agent,
at the expense of such Grantor, it will execute any and all further documents,
financing statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements, fixture filings,
mortgages, deeds of trust and other documents), which may be required under any
applicable law, or which the Collateral Agent or the Required Secured Parties
may reasonably request, in order (x) to grant, preserve, protect and
perfect the validity and priority of the Security Interests created or intended
to be created hereby or (y) to enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Collateral,
including the filing of any financing or continuation statements under the Uniform
Commercial Code in effect in any jurisdiction with respect to the Security
Interests created hereby, all at the expense of such Grantor.


 


(d)           Notwithstanding
anything in this subsection 4.1 to the contrary, (i) with respect to any
assets acquired by such Grantor after the date hereof that are required by the
Indenture or any Other Pari Passu Lien Agreement to be subject to the Lien
created hereby or (ii) with respect to any Person that, subsequent to the
date hereof, becomes a Subsidiary of the Company that is required by the
Indenture or any Other Pari Passu Lien Agreement to become a party hereto, the
relevant Grantor after the acquisition or creation thereof shall promptly take
all actions required by the Indenture, any applicable provisions of any Other
Pari Passu Lien Agreement or this subsection 4.1.


 


4.2.               Changes
in Locations, Name, etc.  Each
Grantor will furnish to the Collateral Agent promptly (and in any event within
30 days of such change) a written notice of any change (i) in its legal
name, (ii) in its jurisdiction of incorporation or organization, (iii) in
the location of its chief executive office, its principal place of business,
any office in which it maintains books or records relating to Collateral owned
by it (including the establishment of any such new office), (iv) in its
identity or type of organization or corporate structure or (v) in its
Federal Taxpayer Identification Number or organizational identification
number.  Each Grantor agrees promptly to
provide the Collateral Agent with certified organizational documents reflecting
any 


 


13





















 


of
the changes described in the first sentence of this paragraph.  Each Grantor agrees to promptly take all
actions reasonably necessary or advisable to maintain a valid, legal and
perfected security interest in all the Collateral having at least the priority
described in subsection 3.2.


 


4.3.               Notices.  Each Grantor will advise the Collateral Agent
and the Secured Parties promptly, in reasonable detail, of any Lien of which it
has knowledge (other than the Security Interests created hereby or Liens
permitted under the Indenture and each Other Pari Passu Lien Agreement) on any
of the Collateral which would adversely affect, in any material respect, the
ability of the Collateral Agent to exercise any of its remedies hereunder.


 


4.4.               Filings with the United States
Patent and Trademark Office and the United States Copyright Office. On the
Issue Date, each Grantor agrees to file all appropriate and necessary documents
with the United States Patent and Trademark Office and the United States
Copyright Office required to record the Security Interest created
hereunder and evidence that the registrations and applications for United
States Trademarks, Patents and Copyrights listed on Schedules 2, 4 and 6
hereto are free and clear of any Liens (other than any Lien created under this
Security Agreement or Permitted Liens) recorded in such offices in respect of
such registrations and applications for United States Trademarks, Patents
and Copyright.


 


4.5.               Commercial
Tort Claims.  Each Grantor shall
promptly, and in any event within ten Business Days after the same is acquired
by it, notify the Collateral Agent of any commercial tort claims (as defined in
the UCC) acquired by it which could reasonably be expected to result in award
damages in excess of $1,000,000 in writing signed by such Grantor providing the
brief details thereof and grant to the Collateral Agent in such writing a
security interest therein and in the Proceeds thereof, all upon the terms of
this Security Agreement, with such writing to be in form and substance
substantially the same as any such writing provided under the ABL Security
Documents (as defined in the Intercreditor Agreement), if any.


 


4.6.               Collateral
Access Agreements.  Each Grantor
shall use its commercially reasonable efforts to obtain as soon as practicable
after the date hereof with respect to each location not owned by such Grantor
set forth in Schedule 7 a Collateral Access Agreement, from the lessor of each
leased property, mortgagee of owned property or bailee or consignee with
respect to any warehouse, processor or converter facility or other location
where Collateral having a value in excess of $1,000,000 is stored or located
and use commercially reasonable efforts to obtain a Collateral Access Agreement
from each lessor of each leased property, mortgagee of owned property or bailee
or consignee with respect to any warehouse, processor or converter facility or
other location where Collateral having a value in excess of $1,000,000 is
stored or located from time to time; provided that the aggregate value
of Collateral stored or located at these locations not owned by the Grantors
for which the applicable Grantor has not used commercially reasonable efforts
to obtain Collateral Access Agreements from the applicable lessors, bailees or
consignees shall not exceed $15,000,000 in the aggregate.


 


4.7.               Instruments
and Tangible Chattel Paper.  As of
the date hereof, no amounts payable under or in connection with any of the
Collateral are evidenced by any Instrument or Tangible Chattel Paper other than
such Instruments and Tangible Chattel Paper listed in Schedule 10
to the Perfection Certificate.  Each
Instrument and each item of Tangible Chattel Paper listed in Schedule 10
to the Perfection Certificate has been properly endorsed, assigned 


 


14





















 


and
delivered to the Collateral Agent, accompanied by instruments of transfer or
assignment duly executed in blank.  If
any amount then payable under or in connection with any of the Collateral shall
be evidenced by any Instrument or Tangible Chattel Paper, and such amount,
together with all amounts payable evidenced by any Instrument or Chattel Paper
not previously delivered to the Collateral Agent exceeds $500,000 in the
aggregate for all Grantors, the Grantor acquiring such Instrument or Tangible
Chattel Paper shall promptly (but in any event within five days after receipt
thereof) endorse, assign and deliver the same to the Collateral Agent,
accompanied by such instruments of transfer or assignment duly executed in
blank as the Collateral Agent may from time to time specify.


 


4.8.               Special Covenants with Respect
to Rolling Stock. Each Grantor shall cause all Rolling Stock, now owned or
hereafter acquired by any Grantor, which, under applicable law, is required to
be registered, to be properly registered (including, without limitation, the
payment of all necessary taxes and receipt of any applicable permits) in the
name of such Grantor and cause all Rolling Stock, now owned or hereafter
acquired by any Grantor, the ownership of which, under applicable law
(including, without limitation, any Motor Vehicle Law), is evidenced by a
certificate of title or ownership, to be properly titled in the name of such
Grantor, and in the case of any individual Rolling Stock of an Grantor with a
fair market value in excess of $50,000, the applicable Grantor shall notify the
Collateral Agent of any such Rolling Stock acquired after the date hereof and
the Security Interest of the Collateral Agent created hereunder shall be noted
thereon.  At the Collateral Agent’s
request at any time after the occurrence and during the continuance of an Event
of Default, each Grantor shall deliver to the Collateral Agent the certificates
of title covering each item of Rolling Stock the perfection of which is governed
by the notation on the certificate of title of the Collateral Agent’s Security
Interest created hereunder. No Grantor shall request any Rolling Stock be
released from the Lien created by the Security Documents unless such a release
is permitted by the Note Documents and no such release shall be requested at
any time after the occurrence and during the continuation of an Event of
Default.


 


4.9.               Investment
Property. 
If any Grantor shall, now or at any time hereafter, hold or acquire any
certificated securities not constituting Excluded Property, such Grantor shall
forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied
by such instruments of transfer or assignment duly executed in blank as the
Collateral Agent may from time to time specify. 
If any securities now or hereafter acquired by any Grantor are uncertificated
and are issued to such Grantor or its nominee directly by the issuer thereof,
such Grantor shall immediately notify the Collateral Agent thereof and, at the
Collateral Agent’s request and option, pursuant to an agreement in form and
substance satisfactory to the Collateral Agent, either (a) cause the
issuer to agree to comply without further consent of such Grantor or such
nominee, at any time with instructions from the Collateral Agent as to such
securities, or (b) arrange for the Collateral Agent to become the
registered owner of the securities.  If
any securities, whether certificated or uncertificated, or other investment
property now or hereafter acquired by any Grantor are held by such Grantor or
its nominee through a securities intermediary or commodity intermediary, such
Grantor shall immediately notify the Collateral Agent thereof and, at the
Collateral Agent’s request and option, pursuant to an agreement in form and substance
satisfactory to the Collateral Agent, either (i) cause such securities
intermediary or (as the case may be) commodity intermediary to agree to comply,
in each case without further consent 


 


15





















 


of
such Grantor or such nominee, at any time with entitlement orders or other
instructions from the Collateral Agent to such securities intermediary as to
such securities or other investment property, or (as the case may be) to apply
any value distributed on account of any commodity contract as directed by the
Collateral Agent to such commodity intermediary, or (ii) in the case of
financial assets or other investment property held through a securities
intermediary, arrange for the Collateral Agent to become the entitlement holder
with respect to such investment property, with such Grantor being permitted,
only with the consent of the Collateral Agent, to exercise rights to withdraw
or otherwise deal with such investment property.  The Collateral Agent agrees with each Grantor
that the Collateral Agent shall not give any such entitlement orders or
instructions or directions to any such issuer, securities intermediary or
commodity intermediary, and shall not withhold its consent to the exercise of
any withdrawal or dealing rights by such Grantor, unless an Event of Default
has occurred and is continuing, or, after giving effect to any such investment
and withdrawal rights not otherwise permitted by the Note Documents and the
Other Pari Passu Lien Agreements, would occur. 
The provisions of this paragraph shall not apply to any financial assets
credited to a securities account for which the Collateral Agent is the
securities intermediary.  The provisions
of this Section 4.9 shall be subject to the Intercreditor Agreement.


 


4.10.             Letter-of-Credit
Rights.  If any Grantor is, now or at
any time hereafter, a beneficiary under a letter of credit now or hereafter,
such Grantor shall promptly notify the Collateral Agent thereof and, at the
request and option of the Collateral Agent, such Grantor shall, pursuant to an
agreement in form and substance satisfactory to the Collateral Agent, use its
commercially reasonable efforts to, either (a) arrange for the issuer and
any confirmer of such letter of credit to consent to an assignment to the
Collateral Agent of the proceeds of the letter of credit or (b) arrange
for the Collateral Agent to become the transferee beneficiary of the letter of
credit, with the Collateral Agent agreeing, in each case, that the proceeds of
the letter of credit are to be applied as provided herein.


 


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 (i) prior to the Discharge of
ABL Obligations, to the extent such Deposit Account or Securities Account
constitutes ABL Priority Collateral (as defined in the Intercreditor
Agreement), that any Grantor causes 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 collateral agent for the Credit Agreement
to such depositary bank or securities intermediary, directing the disposition
of funds or financial assets, as applicable, from time to time credited to such
deposit account or securities account (provided that if the collateral agent or
administrative agent under the Credit Agreement shall have entered into a
control agreement with such depository bank or securities intermediary, the
Collateral Agent shall enter into a similar control agreement) or (ii) from
and after the Discharge of ABL Obligations or to the extent such Deposit
Account or Securities Account, as applicable, does not constitute ABL Priority
Collateral, that any Grantor, now or at any time hereafter, opens or maintains,
such Grantor shall, at the Collateral Agent’s request and option, pursuant to a
Control Agreement in form and substance satisfactory to the Collateral Agent,
use its commercially reasonable efforts to 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 Collateral Agent to
such depositary 


 


16

















 


bank
or securities intermediary directing the disposition of funds or financial assets
from time to time credited to such deposit account or securities account.  The Collateral Agent agrees with each Grantor
that the Collateral 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.  The provisions of
this paragraph shall not apply to any Excluded Accounts.


 


4.12.             The
Collateral Agent shall have the right at any time or times, to verify the
validity, amount or any other matter relating to any Collateral, by mail,
telephone, facsimile transmission or otherwise.


 


4.13.             Insurance.


 


(a)           Maintenance
of Insurance.  Each Grantor will
maintain with financially sound and reputable insurers insurance with respect
to its properties, including, without limitation, the Mortgaged Property, and
business against such casualties and contingencies as shall be in accordance
with general practices of businesses engaged in similar activities in similar
geographic areas.  Such insurance shall
be in such minimum amounts that such Grantor will not be deemed a co-insurer
under applicable insurance laws, regulations and policies and otherwise shall
be in such amounts, contain such terms, be in such forms and be for such
periods as may be reasonably satisfactory to the Collateral Agent.  In addition, all such insurance shall be
payable to the Collateral Agent as loss payee under a “standard” or “New York”
loss payee clause for the benefit of the Secured Parties and the Collateral
Agent. Without limiting the foregoing, each Grantor will (a) keep all of
its physical property insured with casualty or physical hazard insurance on an “all
risks” basis, with broad form flood and earthquake coverages and electronic
data processing coverage, with a full replacement cost endorsement and an “agreed
amount” clause in an amount equal to 100% of the full replacement cost of such
property, (b) maintain all such workers’ compensation or similar insurance
as may be required by law and (c) maintain, in amounts and with
deductibles equal to those generally maintained by businesses engaged in
similar activities in similar geographic areas, general public liability
insurance against claims of bodily injury, death or property damage occurring,
on, in or about the properties of the Grantors, business interruption
insurance, and product liability insurance.


 


(b)           Insurance
Proceeds.  The proceeds of any
casualty insurance in respect of any casualty loss of any of the Collateral
shall, subject to the rights, if any, of other parties with an interest having
priority in the property covered thereby and subject to the Intercreditor
Agreement, (a) so long as no Default or Event of Default has occurred and
is continuing be disbursed to the applicable Grantor for direct application by
such Grantor solely to the repair or replacement of such Grantor’s property so
damaged or destroyed except to the extent such proceeds are required to be
applied to the Obligations as provided by the terms of the Credit Agreement,
and (b) in all other circumstances, be held by the Collateral Agent as
cash collateral for the Obligations. 
Subject to the Intercreditor Agreement, the Collateral Agent may, at its
sole option, disburse from time to time all or any part of such proceeds so
held as cash collateral, upon such terms and conditions as the Collateral Agent
may reasonably prescribe, for direct application by the applicable Grantor
solely to the repair or replacement of such Grantor’s property so damaged or
destroyed, or the Collateral Agent may apply all or any part of such proceeds
held as cash collateral to the Obligations with the Commitment (if not then
terminated) being reduced by the 


 


17





















 


amount
so applied to the Obligations.


 


(c)           Continuation
of Insurance.  All policies of
insurance shall provide for at least thirty (30) days prior written
cancellation notice to the Collateral Agent. 
In the event of failure by the Grantors to provide and maintain
insurance as herein provided, the Collateral Agent may, at its option, provide
such insurance and charge the amount thereof to the Grantors.  The Grantors shall furnish the Collateral
Agent with certificates of insurance and policies evidencing compliance with
the foregoing insurance provision.


 


5.             Remedial Provisions.


 


(a)           Certain
Matters Relating to Accounts.  The
Collateral Agent hereby authorizes each Grantor to collect such Grantor’s
Accounts and the Collateral Agent may curtail or terminate said authority at
any time after the occurrence and during the continuance of an Event of
Default.  If required in writing by the
Collateral Agent at any time after the occurrence and during the continuance of
an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall
be forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly endorsed by such Grantor to the
Collateral Agent if required, in a Collateral Account maintained under the sole
dominion and control of and on terms and conditions reasonably satisfactory to
the Collateral Agent, subject to withdrawal by the Collateral Agent for the
account of the Secured Parties only as provided hereunder and in the Indenture,
and (ii) until so turned over, shall be held by such Grantor in trust for
the Collateral Agent and the Secured Parties, segregated from other funds of
such Grantor.  Each such deposit of Proceeds
of Accounts shall be accompanied by a report identifying in reasonable detail
the nature and source of the payments included in the deposit.  A Grantor shall not grant any extension of
the time of payment of any of the Accounts, compromise, compound or settle the
same for less than the full amount thereof, release, wholly or partly, any
person liable for the payment thereof, or allow any credit or discount
whatsoever thereon except in the ordinary course of business and unless an
Event of Default shall have occurred and subject to the Intercreditor
Agreement,  the Collateral Agent shall
have instructed the Grantors not to grant or make any such extension, credit,
discount, compromise, or settlement under any circumstances during the
continuance of such Event of Default.


 


5.2.               Communications
with Account Debtors; Grantors Remain Liable.


 


(a)           Subject
to the terms of the Intercreditor Agreement, the Collateral Agent in its own
name or in the name of others may at any time after the occurrence and during
the continuance of an Event of Default, communicate with Account Debtors under
the Accounts to verify with them to the Collateral Agent’s satisfaction the
existence, amount and terms of any Accounts. 
The Collateral Agent shall have the absolute right to share any
information it gains from such inspection or verification with any Secured
Party.


 


(b)           Subject
to the terms of the Intercreditor Agreement, upon the written request of the
Collateral Agent at any time after the occurrence and during the continuance of
an Event of Default, each Grantor shall notify Account Debtors on the Accounts
that the Accounts have been assigned to the Collateral Agent for the benefit of
the Secured Parties and that payments in respect thereof shall be made directly
to the Collateral Agent.


 


18





















 


(c)           Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts to observe and perform all the conditions and obligations
to be observed and performed by it thereunder, all in accordance with the terms
of any agreement giving rise thereto. 
Neither the Collateral Agent nor any other Secured Party shall have any
obligation or liability under any Account (or any agreement giving rise
thereto) by reason of or arising out of this Security Agreement or the receipt
by the Collateral Agent or any other Secured Party of any payment relating
thereto, nor shall the Collateral Agent or any Secured Party be obligated in
any manner to perform any of the obligations of any Grantor under or pursuant
to any Account (or any agreement giving rise thereto), to make any payment, to
make any inquiry as to the nature or the sufficiency of any payment received by
it or as to the sufficiency of any performance by any party thereunder, to
present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts which may have been assigned to it or to
which it may be entitled at any time or times.


 


5.3.               Proceeds
To Be Turned Over to Collateral Agent. In addition to the rights of the
Collateral Agent and the other Secured Parties specified in subsection 5.1 with
respect to payments of Accounts, subject to the terms of the Intercreditor
Agreement, if an Event of Default shall occur and be continuing and the
Collateral Agent so requires by notice in writing to the relevant Grantor, all
Proceeds received by any Grantor consisting of cash, checks and other near-cash
items shall be held by such Grantor in trust for the Collateral Agent and the Secured
Parties, segregated from other funds of such Grantor, and shall, forthwith upon
receipt by such Grantor, be turned over to the Collateral Agent in the exact
form received by such Grantor (duly endorsed by such Grantor to the Collateral
Agent, if required).  All Proceeds
received by the Collateral Agent hereunder shall be held by the Collateral
Agent in a collateral deposit account maintained under its sole dominion and
control and on terms and conditions reasonably satisfactory to the Collateral
Agent (the “Collateral Deposit Account”).  All Proceeds while held by the Collateral
Agent in a Collateral Deposit Account (or by such Grantor in trust for the Collateral
Agent and the Secured Parties) shall continue to be held as collateral security
for all the Obligations and shall not constitute payment thereof until applied
as provided in subsection 5.4.


 


5.4.               Application
of Proceeds. (a) Subject to the terms of the Intercreditor Agreement,
the proceeds received by the Collateral Agent of any collection or sale of the
Collateral or Mortgaged Property as well as any Collateral consisting of cash,
at any time after receipt shall be applied as follows:


 


(i)            first,
to pay amounts owing to the Collateral Agent and Trustee (in its capacity as
such) pursuant to this Security Agreement, the Indenture or any other Security
Document;


 


(ii)           second,
to the extent proceeds remain after the application pursuant to preceding
clause (i), pro rata (based on the respective amounts of Obligations described
in subclauses (x) and (y) below) to (x) the Trustee, based on
the amount of Obligations then outstanding under the Indenture, for application
as provided in the Indenture and (y) each Authorized Representative, based
on the amount of Obligations then outstanding under the Other Pari Passu Lien
Agreement pursuant to which it is acting as such, for application as provided
in such Other Pari Passu Lien Agreement; and


 


19





















 


(iii)            third,
the balance, if any, to the Grantors or such other persons entitled thereto.


 


Upon
any sale of the Collateral or Mortgaged Property by the Collateral Agent
(including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the
sale shall be a sufficient discharge to the purchaser or purchasers of the
Collateral or Mortgaged Property so sold and such purchaser or purchasers shall
not be obligated to see to the application of any part of the purchase money
paid over to the Collateral Agent or such officer or be answerable in any way
for the misapplication thereof.


 


If, despite the provisions
of this Section 5.4, any Secured Party shall receive any payment or other
recovery in excess of its portion of payments on account of the Obligations to
which it is then entitled in accordance with this Section 5.4, such
Secured Party shall hold such payment or recovery in trust for the benefit of
all Secured Parties for distribution in accordance with this Section 5.4.  In making the determination and allocations
required by this Section 5.4, the Collateral Agent may conclusively rely
upon information supplied by (i) the Trustee as to the amounts of unpaid
principal and interest and other amounts outstanding with respect to the Note
Obligations and (ii) the applicable Authorized Representative as to the
amounts of unpaid principal and interest and other amounts outstanding with
respect to such Other Pari Passu Lien Obligations and the Collateral Agent
shall have no liability to any of the Secured Parties for actions taken in
reliance on such information.


 


(b)           It is understood that the Grantors
shall remain jointly and severally liable to the extent of any deficiency
between the amount of the proceeds of the Collateral and Mortgaged Property and
the aggregate amount of the Obligations.


 


(c)           It is understood and agreed by all
parties hereto that the Collateral Agent shall have no liability for any
determinations made by it in this Section 5.4.  The parties also agree that the Collateral
Agent may (but shall not be required to and shall have no liability for not
doing so), at any time and in its sole discretion, and with no liability
resulting therefrom, petition a court of competent jurisdiction regarding any
application of Collateral or Mortgaged Property in accordance with the
requirements hereof and of the Intercreditor Agreement, and the Collateral
Agent shall be entitled to wait for, and may conclusively rely on, any such
determination.


 


(d)           Each of the Secured Parties
acknowledges and agrees that notwithstanding the date, time or creation of any
Liens securing any of the Obligations under this Security Agreement or the
Security Documents, the Obligations shall be equally and ratably secured by the
Liens of this Security Agreement and the Security Documents and all Liens
securing any of the Obligations (and any proceeds received from the enforcement
of any such Liens) shall be for the equal and ratable benefit of all Secured
Parties and shall be applied as provided in clause (a) above.  Each Secured Party, by its acceptance of the
benefits hereunder and of the Security Documents, hereby agrees for the benefit
of the other Secured Parties that, to the extent any additional or substitute
collateral for any of the Obligations is delivered by a Grantor to or for the
benefit of any Secured Party, such collateral shall be subject to the
provisions of this clause (d).


 


20





















 


(e)           Each of the Secured Parties hereby
agrees not to challenge or question in any proceeding the validity or enforceability
of any Security Document (in each case as a whole or any term or provision contained
therein) or the validity of any Lien or financing statement in favor of the
Collateral Agent for the benefit of the Secured Parties as provided in this
Security Agreement and the other Security Documents, or the relative priority
of any such Lien.


 


(f)            Upon any sale of the Collateral by
the Collateral Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Collateral Agent or of the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral or Mortgaged Property so sold and such purchaser
or purchasers shall not be obligated to see to the application of any part of
the purchase money paid over to the Collateral Agent or such officer or be
answerable in any way for the misapplication thereof.


 


5.5.               Code
and Other Remedies.  If an Event of
Default shall occur and be continuing and subject to the terms of the
Intercreditor Agreement, the Collateral Agent may exercise in respect of the
Collateral, in addition to all other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party upon
default under the NY UCC or any other applicable law and also may without
notice except as specified below, sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any exchange broker’s board
or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit
or for future delivery, at such price or prices and upon such other terms as
are commercially reasonable irrespective of the impact of any such sales on the
market price of the Collateral.  The
Collateral Agent shall be authorized at any such sale (if it deems it advisable
to do so) to restrict the prospective bidders or purchasers of Collateral to Persons
who will represent and agree that they are purchasing the Collateral for their
own account for investment and not with a view to the distribution or sale
thereof, and, upon consummation of any such sale, the Collateral Agent shall
have the right to assign, transfer and deliver to the purchaser or purchasers
thereof the Collateral so sold.  Each
purchaser at any such sale shall hold the property sold absolutely free from
any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and/or appraisal
that it now has or may at any time in the future have under any rule of
law or statute now existing or hereafter enacted.  The Collateral Agent or any Secured Party
shall have the right upon any such public sale, and, to the extent permitted by
law, upon any such private sale, to purchase the whole or any part of the
Collateral so sold, and the Collateral Agent or such Secured Party may subject
to (x) the satisfaction in full in cash of all payments due pursuant to
the Indenture, and (y) the ratable satisfaction of the Obligations in
accordance with the Indenture pay the purchase price by crediting the amount
thereof against the Obligations.  Each
Grantor agrees that, to the extent notice of sale shall be required by law, at
least ten days’ notice to such Grantor of the time and place of any public sale
or the time after which any private sale is to be made shall constitute
reasonable notification.  The Collateral
Agent shall not be obligated to make any sale of Collateral regardless of notice
of sale having been given.  The
Collateral Agent may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned.  To the extent permitted by law, each Grantor
hereby waives any claim against the Collateral Agent arising by reason of the
fact that the price at which any Collateral may have been sold at such a
private sale was less than the price that might have been obtained at a public
sale, even if the Collateral


 


21
















 


Agent accepts the first offer received and does not
offer such Collateral to more than one offeree. 
Each Grantor further agrees, at the Collateral Agent’s request, to
assemble the Collateral and make it available to the Collateral Agent at places
which the Collateral Agent shall reasonably select, whether at such Grantor’s
premises or elsewhere. The Collateral Agent shall apply the net proceeds of any
action taken by it pursuant to this subsection 5.5 in accordance with the provisions
of subsection 5.4.


 


5.6.            Deficiency. 
Each Grantor shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Collateral or Mortgaged Property are
insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Collateral Agent or any Secured Party to collect such
deficiency.


 


5.7.            Amendments, etc. with Respect to the
Obligations; Waiver of Rights. Each Grantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Grantor and
without notice to or further assent by any Grantor, (a) any demand for
payment of any of the Obligations made by the Collateral Agent or any other
Secured Party may be rescinded by such party and any of the Obligations
continued, (b) the Obligations, or the liability of any other party upon
or for any part thereof, or any collateral security or guarantee therefor or
right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered or released by the Collateral Agent or any other Secured
Party, (c) the Indenture, Notes, the other Note Documents, the Other Pari
Passu Lien Agreements and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, and (d) any collateral security, guarantee or right of
offset at any time held by the Collateral Agent or any other Secured Party for
the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Collateral Agent nor any other
Secured Party shall have any obligation to protect, secure, perfect or insure
any Lien at any time held by it as security for the Obligations or for this
Security Agreement or any property subject thereto.  When making any demand hereunder against any
Grantor, the Collateral Agent or any other Secured Party may, but shall be
under no obligation to, make a similar demand on the Company or any Grantor or
grantor, and any failure by the Collateral Agent or any other Secured Party to
make any such demand or to collect any payments from the Company or any Grantor
or grantor or any release of the Company or any Grantor or grantor shall not
relieve any Grantor in respect of which a demand or collection is not made or
any Grantor not so released of its several obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or
implied, or as a matter of law, of the Collateral Agent or any other Secured
Party against any Grantor.  For the purposes
hereof “demand” shall include the commencement and continuance of any legal
proceedings.


 


5.8.            Suretyship Waivers by the Grantors. 
Each Grantor waives promptness, diligence, presentment, demand, notice,
protest, notice of acceptance of this Security Agreement, notice of loans made,
credit extended, Collateral received or delivered, notice of any Obligations
incurred and any other notice with respect to any of the Obligations and this Security
Agreement and any requirement that any Secured Party protect, secure, perfect
or insure against any Lien, or any property subject thereto, or exhaust any
right or take any action against any Loan Party or any other Person (including
any other Grantor) or any Collateral securing the 


 


22

















 


Obligations
or other action taken in reliance hereon and all other demands and notices of
any description.  With respect to both
the Obligations and the Collateral, each Grantor assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of or failure to perfect any security
interest in any Collateral, to the addition or release of any party or person
primarily or secondarily liable, to the acceptance of partial payment thereon
and the settlement, compromising or adjusting of any thereof, all in such manner
and at such time or times as the Collateral Agent may deem advisable.  Each Grantor further waives any and all other
suretyship defenses and all defenses which may be available by virtue of any
valuation, stay, moratorium law, or other similar law now or hereafter in
effect.


 


5.9.            Marshaling.  Neither the
Collateral Agent nor any Secured Party shall be required to marshal any present
or future collateral security (including but not limited to the Collateral)
for, or other assurances of payment of, the Obligations or any of them or to
resort to such collateral security or other assurances of payment in any particular
order, and all of the rights and remedies of the Collateral Agent or any
Secured Party hereunder and of the Collateral Agent or any Secured Party in
respect of such collateral security and other assurances of payment shall be
cumulative and in addition to all other rights and remedies, however existing
or arising.  To the extent that it
lawfully may, each Grantor hereby agrees that it will not invoke any law
relating to the marshaling of collateral which might cause delay in or impede
the enforcement of the Collateral Agent’s rights and remedies under this
Security Agreement or under any other instrument creating or evidencing any of
the Obligations or under which any of the Obligations is outstanding or by
which any of the Obligations is secured or payment thereof is otherwise assured,
and, to the extent that it lawfully may, each Grantor hereby irrevocably waives
the benefits of all such laws.


 


6.             The Collateral Agent.


 


6.1.            Collateral Agent’s Appointment as
Attorney-in-Fact, etc.


 


(a)           Each Grantor hereby appoints, which
appointment is irrevocable and coupled with an interest, effective upon and
during occurrence of an Event of Default, the Collateral Agent and any officer
or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Grantor
and in the name of such Grantor or otherwise, for the purpose of carrying out
the terms of this Security Agreement and the other Security Documents, to take
any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Security Agreement and the other Security Documents, and, without limiting
the generality of the foregoing, each Grantor hereby gives the Collateral Agent
the power and right, on behalf of such Grantor, either in the Collateral Agent’s
name or in the name of such Grantor or otherwise, without assent by such
Grantor, to do any or all of the following, in each case after and during the
occurrence of an Event of Default and after written notice by the Collateral
Agent of its intent to do so (it being understood that the Collateral Agent has
no obligation to take any such action):


 


(i)            take possession of and endorse and
collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due under any Account or with respect to any other Collateral
or Mortgaged Property and file any claim or take any other 


 


23

















 


action or proceeding in
any court of law or equity or otherwise deemed appropriate by the Collateral
Agent for the purpose of collecting any and all such moneys due under any
Account or with respect to any other Collateral or Mortgaged Property whenever
payable and exercise all of such Grantor’s rights and remedies to collect any
Account;


 


(ii)              in the case of any Intellectual Property,
execute and deliver, and have recorded, any and all agreements, instruments,
documents and papers as the Collateral Agent may request to evidence the
Collateral Agent’s and the Secured Parties’ Security Interest in such
Intellectual Property and the goodwill and general intangibles of such Grantor
relating thereto or represented thereby;


 


(iii)             pay or discharge taxes and Liens levied
or placed on or threatened against the Collateral;


 


(iv)            execute, in connection with any sale
provided for in subsection 5.5 or in any other Security Document, any
endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral or Mortgaged Property;


 


(v)             obtain and adjust insurance required to
be maintained by such Grantor or paid to the Collateral Agent pursuant to
subsection 4.4 or pursuant to any other Security Document; and


 


(vi)            direct any party liable for any payment
under any of the Collateral or Mortgaged Property to make payment of any and
all moneys due or to become due thereunder directly to the Collateral Agent or
as the Collateral Agent shall direct;


 


(vii)           ask or demand for, collect and receive
payment of and receipt for, any and all moneys, claims and other amounts due or
to become due at any time in respect of or arising out of any Collateral or
Mortgaged Property;


 


(viii)          sign and endorse any invoices, freight or
express bills, bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications, notices and other documents in connection
with any of the Collateral or Mortgaged Property, endorsing any such Grantor’s
name upon any items of payment in respect of Accounts or otherwise received by
the Collateral Agent and deposit the same in the Collateral Agent’s account for
application to the Obligations, and endorsing any such Grantor’s name upon any
chattel paper, document, instrument, invoice, or similar document or agreement
relating to any Account or any goods pertaining thereto or any other Collateral,
including any negotiable or non-negotiable documents;


 


(ix)             commence and prosecute any suits, actions
or proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral or Mortgaged Property or any portion thereof and to
enforce any other right in respect of any Collateral or Mortgaged Property;


 


(x)              defend any suit, action or proceeding
brought against such Grantor with respect to any Collateral or Mortgaged
Property (with such Grantor’s consent to the 


 


24

















 


extent such action or its
resolution could materially affect such Grantor or any of its Affiliates in any
manner other than with respect to its continuing rights in such Collateral or
Mortgaged Property);


 


(xi)             settle, compromise or adjust any such
suit, action or proceeding and, in connection therewith, give such discharges
or releases as the Collateral Agent may deem appropriate (with such Grantor’s
consent to the extent such action or its resolution could materially affect
such Grantor or any of its Affiliates in any manner other than with respect to
its continuing rights in such Collateral or Mortgaged Property) and discharge
or release any Account;


 


(xii)            assign any Copyright, Patent or Trademark
(along with the goodwill of the business to which any such Copyright, Patent or
Trademark pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Collateral Agent shall in its reasonable
discretion determine;


 


(xiii)           settle, adjust, compromise, extend or
renew an Account;


 


(xiv)           notify the post office authorities to
change the address for delivery of remittances from account debtors or other
obligors in respect of Accounts or other proceeds of Collateral to an address
designated by the Administrative Agent, and open and dispose of all mail
addressed to any such Grantor and handle and store all mail relating to the Accounts;


 


(xv)     take control in any manner of any item of
payment in respect of Accounts or otherwise received in or for deposit in the
applicable deposit account subject to a Control Agreement or otherwise received
by the Collateral Agent;


 


(xvi)           clear Inventory the purchase of which was
financed with proceeds of the Notes through US Customs or foreign export
control authorities in any Grantor’s name, the Collateral Agent’s name or the
name of the Collateral Agent’s designee, and to sign and deliver to customs
officials powers of attorney in any Grantor’s name for such purpose, and to
complete in any Grantor’s or the Collateral Agent’s name, any order, sale or
transaction, obtain the necessary documents in connection therewith and collect
the proceeds thereof;


 


(xvii)          have access to any lockbox or postal box
into which remittances from account debtors or other obligators in respect of
Accounts or other proceeds of Collateral are sent or received; and


 


(xviii)         generally, sell, transfer, pledge and
make any agreement with respect to or otherwise deal with any of the Collateral
or Mortgaged Property as fully and completely as though the Collateral Agent
were the absolute owner thereof for all purposes, and do, at the Collateral
Agent’s option and such Grantor’s expense, at any time, or from time to time,
all acts and things that the Collateral Agent deems necessary to protect, preserve
or realize upon the Collateral or Mortgaged Property and the Collateral Agent’s
and the Secured Parties’ Security Interests therein and to effect the intent of
this Security 


 


25

















 


Agreement or the other
Security Documents, all as fully and effectively as such Grantor might do.


 


Anything in this subsection 6.1(a) to the contrary
notwithstanding, the Collateral Agent agrees that it will not exercise any
rights under the power of attorney provided for in this subsection 6.1(a) unless
an Event of Default shall have occurred and be continuing.


 


(b)           If any Grantor fails to perform or comply
with any of its agreements contained herein or in any other Security Document,
the Collateral Agent, at its option, but without any obligation so to do, may
perform or comply, or otherwise cause performance or compliance, with such agreement.


 


(c)           The expenses of the Collateral Agent
incurred in connection with actions undertaken as provided in this subsection
6.1, together with interest thereon at a rate per annum equal to 7.625%, from
the date of payment by the Collateral Agent to the date reimbursed by the
relevant Grantor, shall be payable by such Grantor to the Collateral Agent on
demand.


 


(d)           Each Grantor hereby ratifies all that
said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies
contained in this Security Agreement are coupled with an interest and are
irrevocable until this Security Agreement is terminated and the Security
Interests created hereby are released.


 


6.2.            Duty of Collateral Agent. The Collateral Agent’s sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the NY UCC or otherwise, shall be to
deal with it in the same manner as the Collateral Agent deals with similar
property for its own account.  The Collateral
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral or Mortgaged Property in its possession if such
Collateral or Mortgaged Property is accorded treatment substantially equal to
that which the Collateral Agent accords its own property.  Neither the Collateral Agent, any Secured
Party nor any of their respective officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any of the
Collateral or Mortgaged Property or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Collateral or Mortgaged
Property upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to the Collateral, Mortgaged Property or
any part thereof.  The powers conferred
on the Collateral Agent and the Secured Parties hereunder or pursuant to the
other Security Documents are solely to protect the Collateral Agent’s and the
Secured Parties’ interests in the Collateral and Mortgaged Property and shall
not impose any duty upon the Collateral Agent or any Secured Party to exercise
any such powers.  The Collateral Agent
and the Secured Parties shall be accountable only for amounts that they
actually receive as a result of the exercise of such powers, and neither they
nor any of their officers, directors, employees or agents shall be responsible
to any Grantor for any act or failure to act hereunder or pursuant to the other
Security Documents, except for their own gross negligence or willful misconduct.


 


Beyond the
exercise of reasonable care in the custody thereof, the Collateral Agent shall
have no duty as to any Collateral or Mortgaged Property in its possession or
control or in the possession or control of any agent or bailee or any income
thereon or as to preservation of rights 


 


26

















 


against prior
parties or any other rights pertaining thereto and the Collateral Agent shall
not be responsible for filing any financing or continuation statements or
recording any documents or instruments in any public office at any time or
times or otherwise perfecting or maintaining the perfection of any security
interest in the Collateral or Mortgaged Property.  The Collateral Agent shall not be liable or
responsible for any loss or diminution in the value of any of the Collateral or
Mortgaged Property, by reason of the act or omission of any carrier, forwarding
agency or other agent or bailee selected by the Collateral Agent in good faith.


 


The Collateral
Agent is hereby authorized to enter into a Collateral Agency Agreement with
Corporation Service Company, Bank of America, N.A., as ABL Secured Party 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
Collateral Agent.


 


The Collateral
Agent shall not be responsible for the existence, genuineness or value of any
of the Collateral or Mortgaged Property or for the validity, perfection,
priority or enforceability of the Liens in any of the Collateral or Mortgaged
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 Collateral Agent, for the validity or sufficiency
of the Collateral or Mortgaged Property or any agreement or assignment
contained therein, for the validity of the title of the Company to the
Collateral or Mortgaged Property, for insuring the Collateral or Mortgaged
Property or for the payment of taxes, charges, assessments or Liens upon the
Collateral or otherwise as to the maintenance of the Collateral or Mortgaged
Property.


 


Notwithstanding
anything in this Security Agreement to the contrary and for the avoidance of
doubt, the Collateral Agent shall have no duty to act outside of the United
States in respect of any Collateral located in the jurisdiction other than the
United States.


 


6.3.            Authority of Collateral Agent. 
Each Grantor acknowledges that the rights and responsibilities of the
Collateral Agent under this Security Agreement or the other Security Documents
with respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request, judgment
or other right or remedy provided for herein or resulting or arising out of
this Security Agreement or the other Security Documents shall, as between the
Collateral Agent and the Secured Parties, be governed by the Indenture and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Collateral Agent and the Grantors, the Collateral
Agent shall be conclusively presumed to be acting as agent for the Secured
Parties with full and valid authority so to act or refrain from acting, and no
Grantor shall be under any obligation, or entitlement, to make any inquiry respecting
such authority.


 


6.4.            Security Interest Absolute. 
All rights of the Collateral Agent hereunder and under the other
Security Documents, the security interest and all obligations of the Grantors
hereunder and under the other Security Documents shall be absolute and unconditional.


 


27

















 


6.5.            Continuing Security Interest; Assignments
Under the Indenture;
Release.


 


(a)           This Security Agreement and the other
Security Documents shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon each Grantor and the
successors and assigns thereof and shall inure to the benefit of the Collateral
Agent and the other Secured Parties and their respective successors, indorsees,
transferees and assigns until the Final Date. 
In addition, the security interests granted hereunder shall terminate
and be released, in whole or in part, (i) as to Note Obligations under the
Indenture, as provided in the Indenture and (ii) as to the Other Pari
Passu Lien Obligations under any Other Pari Passu Lien Agreement, as provided
in such Other Pari Passu Lien Agreement.


 


(b)           In connection with any termination or
release pursuant to paragraph (a), the Collateral Agent shall execute and
deliver to any Grantor, at such Grantor’s expense, all documents that such
Grantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents
pursuant to this subsection 6.5 shall be without recourse to or warranty by the
Collateral Agent.


 


6.6.            Reinstatement. 
This Security Agreement and the other Security Documents shall continue
to be effective, or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any of the Obligations is rescinded or must otherwise
be restored or returned by the Collateral Agent or any other Secured Party upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company or any other Credit Party, or upon or as a result of the appointment of
a receiver, intervenor or conservator of, or trustee or similar officer for,
the Company or any other Credit Party or any substantial part of its property,
or otherwise, all as though such payments had not been made.


 


7.             Collateral Agent As Agent.


 


(a)           U.S. Bank National Association has been
appointed to act as Collateral Agent under the Indenture by the Holders and, by
their acceptance of the benefits hereof and the other Security Documents, the
other Secured Parties.  The Collateral
Agent shall be obligated, and shall have the right hereunder and under the
other Security Documents, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking any
action (including the release or substitution of Collateral or Mortgaged
Property), solely in accordance with this Security Agreement, the other
Security Documents, the Indenture and the Intercreditor Agreement, provided that, except as otherwise expressly
provided in the Indenture or the other Note Documents, the Collateral Agent
shall exercise, or refrain from exercising, any remedies provided for herein,
including in Section 5, in accordance with the instructions of the
Required Secured Parties.  In furtherance
of the foregoing provisions of this subsection 7(a), each Secured Party, by its
acceptance of the benefits hereof, agrees that it shall have no right individually
to realize upon any of the Collateral hereunder or Mortgaged Property, it being
understood and agreed by such Secured Party that all rights and remedies
hereunder or pursuant to the other Security Documents, may be exercised solely
by the Collateral Agent for the benefit of the Secured Parties in accordance
with the terms of this subsection 7(a).


 


(b)           The Collateral Agent shall at all times
be the same Person that is the Trustee


 


28

















 


under
the Indenture.  Written notice of
resignation by the Trustee pursuant to subsection 7.8 of the Indenture shall
also constitute notice of resignation as Collateral Agent under this Security
Agreement and the other Security Documents; removal of the Collateral Agent
shall also constitute removal as Collateral Agent under this Security Agreement
or the other Security Documents; and appointment of a successor Trustee
pursuant to subsection 7.8 of the Indenture shall also constitute appointment
of a successor Collateral Agent under this Security Agreement and the other
Security Documents.  Upon the acceptance
of any appointment as Collateral Agent under subsection 7.8 of the Indenture by
a successor Collateral Agent, that successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring or removed Collateral Agent under this Security Agreement and
the other Security Documents, and the retiring or removed Collateral Agent
under this Security Agreement and the other Security Documents shall promptly (i) transfer
to such successor Collateral Agent all sums, securities and other items of
Collateral held hereunder, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of
the successor Collateral Agent under this Security Agreement and the other
Security Documents, and (ii) execute and deliver to such successor
Collateral Agent or otherwise authorize the filing of such amendments to
financing statements and take such other actions, as may be necessary or appropriate
in connection with the assignment to such successor Collateral Agent of the
Security Interests created hereunder, whereupon such retiring or removed
Collateral Agent shall be discharged from its duties and obligations under this
Security Agreement and the other Security Documents.  After any retiring or removed Collateral
Agent’s resignation or removal hereunder as Collateral Agent, the provisions of
this Security Agreement and the other Security Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it under this
Security Agreement and the other Security Documents while it was Collateral
Agent hereunder.  Notwithstanding anything
to the contrary, upon the occurrence of Discharge of Obligations with respect
to the Indenture, the Required Secured Parties shall be entitled to appoint a
successor Collateral Agent under this Security Agreement and the other Security
Documents.


 


8.             Miscellaneous.


 


8.1.            Amendments in Writing. 
None of the terms or provisions of this Security Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument
executed by the affected Grantor and the Collateral Agent in accordance with Section 9.2
of the Indenture and by each other Authorized Representative to the extent required
by (and in accordance with) each Other Pari Passu Lien Agreement.


 


8.2.            Notices. 
All notices, requests and demands pursuant hereto shall, if to the
Collateral Agent, Trustee or any Holder, be made in accordance with Sections
14.2 of the Indenture (whether or not then in effect) and if to any Authorized
Representative or holders of any Other Pari Passu Lien Obligation, to the
address specified in the applicable Other Pari Passu Lien Joinder
Agreement.  All communications and
notices hereunder to any Subsidiary 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).


 


8.3.            No Waiver by Course of Conduct;
Cumulative Remedies.  Neither the Collateral Agent nor any Secured
Party shall by any act (except by a written instrument 


 


29

















 


pursuant
to subsection 8.1 hereof), delay, indulgence, omission or otherwise be deemed
to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default or in any breach of any of the terms and conditions
hereof.  No failure to exercise, nor any
delay in exercising, on the part of the Collateral Agent or any other Secured
Party, any right, power or privilege hereunder shall operate as a waiver
thereof.  No single or partial exercise
of any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Collateral Agent or any other
Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that the Collateral Agent or such
other Secured Party would otherwise have on any future occasion.  The rights, remedies, powers and privileges
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law.


 


8.4.            Enforcement Expenses; Indemnification.


 


(a)           Each Grantor agrees to pay any and all
expenses (including all reasonable fees and disbursements of counsel) that may
be paid or incurred by any Secured Party in enforcing, or obtaining advice of
counsel in respect of, any rights with respect to, or collecting, any or all of
the Obligations and/or enforcing any rights with respect to, or collecting
against, such Grantor under this Security Agreement or any other Security
Document.


 


(b)           Each Grantor agrees to pay, and to save
the Collateral Agent and the Secured Parties harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or the Mortgaged Property or in
connection with any of the transactions contemplated by this Security Agreement
or any other Security Document.


 


(c)           Each Grantor agrees to pay, and to save
the Collateral Agent and the Secured Parties harmless from, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of this Security Agreement or any other Security Document to the extent the
Company would be required to do so pursuant to subsection 7.7 of the Indenture
(whether or not then in effect).


 


(d)           The agreements in this subsection 8.4
shall survive repayment of the Obligations and all other amounts payable under
the Indenture, Notes, the other Note Documents and the Other Pari Passu Lien
Agreements.


 


8.5.            Successors and Assigns. 
The provisions of this Security Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Grantor may assign, transfer or
delegate any of its rights or obligations under this Security Agreement except
pursuant to a transaction permitted by the Indenture and each Other Pari Passu
Lien Agreement.


 


8.6.            Counterparts. 
This Security Agreement may be executed by one or more of the parties to
this Security Agreement on any number of separate counterparts (including 


 


30

















 


by
facsimile or other electronic transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of a signature
page of this Security Agreement by telecopy or other electronic means
shall be effective as delivery of a manually executed counterpart of this
Security Agreement.  A set of the copies
of this Security Agreement signed by all the parties shall be lodged with the
Collateral Agent and the Company.


 


8.7.            Severability. 
Any provision of this Security Agreement 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 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.


 


8.8.            Section Headings. 
The Section headings used in this Security Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.


 


8.9.            Integration. 
This Security Agreement, together with the other Note Documents, represents
the agreement of each of the Grantors with respect to the subject matter hereof
and there are no promises, undertakings, representations or warranties by the
Collateral Agent or any other Secured Party relative to the subject matter
hereof not expressly set forth or referred to herein, in the other Note
Documents or in the Other Pari Passu Lien Agreements.


 


8.10.          GOVERNING LAW. 
THIS SECURITY AGREEMENT 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).


 


8.11.          Submission to Jurisdiction Waivers. 
Each Grantor hereby irrevocably and unconditionally:


 


(a)           submits for itself and its property in
any legal action or proceeding relating to this Security Agreement, the other
Note Documents to which it is a party and any Other Pari Passu Lien Agreement,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York
located in the State, County and City of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;


 


(b)           consents that any such action or
proceeding may be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an


 


31
















 


inconvenient court and
agrees not to plead or claim the same;


 


(c)           agrees that service of process in any
such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Grantor at its address referred to in subsection 8.2 or at
such other address of which the Collateral Agent shall have been notified pursuant
thereto;


 


(d)           agrees that nothing herein shall affect
the right of the Collateral Agent or any other Secured Party to effect service
of process in any other manner permitted by law or shall limit the right of the
Collateral Agent or any Secured Party to sue in any other jurisdiction; and


 


(e)           waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal
action or proceeding referred to in this subsection 8.11 any special,
exemplary, punitive or consequential damages.


 


8.12.             Acknowledgments. 
Each Grantor hereby acknowledges that:


 


(a)           it has been advised by counsel in the
negotiation, execution and delivery of this Security Agreement, the other Note
Documents and the Other Pari Passu Lien Agreements to which it is a party;


 


(b)           neither the Collateral Agent nor any
other Secured Party has any fiduciary relationship with or duty to any Grantor
arising out of or in connection with this Security Agreement, any of the other
Note Documents or the Other Pari Passu Lien Agreements and the relationship
between the Grantors, on the one hand, and the Collateral Agent and the other
Secured Parties, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and


 


(c)           no joint venture is created hereby or by
the other Note Documents or the Other Pari Passu Lien Agreements or otherwise
exists by virtue of the transactions contemplated hereby among the Holders and
any other Secured Party or among the Grantors and the Holders and any other Secured
Party.


 


8.13.             Additional Grantors. 
Each Subsidiary of the Company that is required to become a party to
this Security Agreement pursuant to Section 4.20 of the Indenture and/or
the 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
herein, for all purposes of this Security Agreement upon execution and delivery
by such Subsidiary of a Supplement substantially in the form of Annex 1
hereto.  The execution and delivery of
any instrument adding an additional Grantor as a party to this Security
Agreement shall not require the consent of any other Grantor hereunder.  The rights and obligations of each Grantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Grantor as a party to this Security Agreement.


 


32

















 


8.14.             Delivery of ABL Priority Collateral. 
Notwithstanding anything herein to the contrary, prior to the Discharge
of ABL Obligations (as such term is defined in the Intercreditor Agreement), (i) the
requirements of this Security Agreement to endorse, assign or deliver
Collateral constituting ABL Priority Collateral (as such term is defined in the
Intercreditor Agreement) to the Collateral Agent shall be deemed satisfied by
endorsement, assignment or delivery of such ABL Priority Collateral to the
collateral agent for the Credit Agreement and (ii) any endorsement, assignment
or delivery to the collateral agent for the Credit Agreement with respect to
the ABL Priority Collateral shall be deemed an endorsement, assignment or
delivery to the Collateral Agent for all purposes hereunder.


 


8.15.             Intercreditor Agreement. 
Notwithstanding
anything herein to the contrary, the liens and security interests granted to
the Collateral Agent pursuant to this Security Agreement and the exercise of
any right or remedy by the Collateral Agent hereunder, in each case, with
respect to the Collateral are subject to the limitations and provisions of the
Intercreditor Agreement.  In the event of
any conflict between the terms of the Intercreditor Agreement and the terms of
this Security Agreement with respect to the Collateral, the terms of the Intercreditor
Agreement shall govern and control.


 


8.16.             WAIVER OF JURY TRIAL. 
EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY
OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


8.17.             Other Pari Passu Lien Obligations. 
On or after the date hereof and so long as expressly permitted by the
Indenture and any Other Pari Passu Lien Agreement then outstanding, the Company
may from time to time designate Indebtedness at the time of incurrence to be
secured on a pari passu basis with the Note Obligations as Other Pari Passu
Lien Obligations hereunder by delivering to the Collateral Agent and each
Authorized Representative (a) a certificate signed by an Authorized
Officer of the Company (i) identifying the obligations so designated and
the initial aggregate principal amount or face amount thereof, (ii) stating
that such obligations are designated as Other Pari Passu Lien Obligations for
purposes hereof, (iii) representing that such designation of such
obligations as Other Pari Passu Lien Obligations complies with the terms of the
Indenture and any Other Pari Passu Lien Agreement then outstanding and (iv) specifying
the name and address of the Authorized Representative for such obligations and (b) a
fully executed Other Pari Passu Lien Secured Party Consent (in the form
attached as Annex 4).  Each Authorized
Representative agrees that upon the satisfaction of all conditions set forth in
the preceding sentence, the Collateral Agent shall act as agent for the benefit
of all Secured Parties, including without limitation, any Secured Parties that
hold any such Other Pari Passu Lien Obligations, and each Authorized
Representative agrees to the appointment, and acceptance of the appointment, of
the Collateral Agent as agent for the holders of such Other Pari Passu Lien
Obligations as set forth in each Other Pari Passu Lien Secured Party Consent
and agrees, on behalf of itself and each Secured Party it represents, to be
bound by this Security Agreement and the Intercreditor Agreement.


 


33

















 


8.18.             Incorporation by Reference.  In connection with its execution and acting
hereunder Collateral Agent is entitled to all rights, privileges, benefits,
protections, immunities and indemnities provided to it under the Indenture.


 


34

















 


IN
WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to
be duly executed and delivered as of the date first above written.


 


	
   

  	
   

  	
  CLEAN
  HARBORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  James M. Rutledge

  
	
   

  	
   

  	
  Name:

  	
  James
  M. Rutledge

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial
  Officer

  



 


Signature Page to Security
Agreement


 

















 


	
   

  	
   

  	
  SUBSIDIARY
  GRANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 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 OF NATICK, INC.

  
	
   

  	
   

  	
  CLEAN HARBORS OF TEXAS, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS PECATONICA, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS PPM, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS RECYCLING
  SERVICES OF CHICAGO, LLC

  
	
   

  	
   

  	
  (list continued on next page)

  



 

















 


	
   

  	
   

  	
  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

  
	
   

  	
   

  	
  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

  



 


(signatures
continued on next page)


 

















 


	
   

  	
   

  	
  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

  



 


[Security Agreement]


 

















 


	
   

  	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,
  AS COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Karen R. Beard

  
	
   

  	
   

  	
   

  	
  Name:
  Karen R. Beard

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  



 


[Security Agreement]


 
















 


ANNEX A TO THE

SECURITY AGREEMENT


 


SUBSIDIARY GRANTORS


 


·      Subsidiary Grantors


 


ALTAIR
DISPOSAL SERVICES, LLC


BATON
ROUGE DISPOSAL, LLC


BRIDGEPORT
DISPOSAL, LLC


CH
INTERNATIONAL HOLDINGS, INC.


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


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 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
HARBORS LONE STAR CORP.


CLEAN
HARBORS LOS ANGELES, LLC


CLEAN
HARBORS (MEXICO), INC.


CLEAN
HARBORS OF TEXAS, LLC


CLEAN
HARBORS PECATONICA, LLC


PLAQUEMINE
REMEDIATION SERVICES, LLC


CLEAN
HARBORS PPM, LLC


CLEAN
HARBORS REIDSVILLE, LLC


CLEAN
HARBORS RECYCLING SERVICES OF CHICAGO, LLC


CLEAN
HARBORS RECYCLING SERVICES OF OHIO, LLC


CLEAN
HARBORS SAN JOSE, LLC


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


HARBOR
MANAGEMENT CONSULTANTS, INC.


HARBOR
INDUSTRIAL SERVICES TEXAS, L.P.


HILLIARD
DISPOSAL, LLC


CLEAN
HARBORS CLIVE, LLC


ROEBUCK
DISPOSAL, LLC


SAWYER
DISPOSAL SERVICES, LLC


SERVICE
CHEMICAL, 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.


 


Notice Address for All Grantors


 


c/o Clean Harbors, Inc.


42 Longwater Street


P.O. Box 9149


Norwell, MA 02061


 


[Security
Agreement]


 

















 


SCHEDULE
1 TO THE 

SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


SCHEDULE
2 TO THE 

SECURITY AGREEMENT


 


COPYRIGHT REGISTRATIONS


 

















 


SCHEDULE
3 TO THE 

SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


SCHEDULE
4 TO THE 

SECURITY AGREEMENT


 


PATENTS


 

















 


SCHEDULE
5 TO THE 

SECURITY AGREEMENT


 


DOMESTIC TRADEMARK LICENSES


 

















 


SCHEDULE
6 TO THE 

SECURITY AGREEMENT


 


TRADEMARK REGISTRATIONS AND APPLICATIONS


 

















 


SCHEDULE
7 TO THE 

SECURITY AGREEMENT


 


INVENTORY LOCATIONS


 

















 


SCHEDULE
8 TO THE 

SECURITY AGREEMENT


 


DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS


 
















 


ANNEX 1 TO THE

SECURITY AGREEMENT


 


SUPPLEMENT NO. [ ]
dated as of [ ], 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 


 


2

















 


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 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.


 


3

















 


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.


 


	
   

  	
  [NAME OF NEW GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


4

















 


SCHEDULE I

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COLLATERAL


 


	
  Legal Name

  	
   

  	
  Jurisdiction of Incorporation

  or Organization

  	
   

  	
  Location of Chief

  Executive Office

  and Principal

  Place of Business

  	
   

  	
  Type of

  Organization or Corporate

  Structure

  	
   

  	
  Federal Taxpayer

  Identification Number 

  and Organizational

  Identification Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE II

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


SCHEDULE III

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COPYRIGHT REGISTRATIONS AND APPLICATIONS


 


	
  Registered Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE IV

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


SCHEDULE V

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


 PATENT REGISTRATIONS AND
APPLICATIONS


 

















 


SCHEDULE VI

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARK LICENSES


 

















 


SCHEDULE VII

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 VIII

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


INVENTORY LOCATIONS


 

















 


SCHEDULE IX

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS


 
















 


ANNEX 2 TO THE

SECURITY AGREEMENT


 


SUPPLEMENT NO. [ ] dated
as of [ ], 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.
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 Collateral 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 Indenture. 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
Indenture 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 Collateral 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 Collateral 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 Collateral Agent and the Company. This Supplement
shall become effective as to each Grantor when the Collateral Agent shall have
received counterparts of this Supplement that, when taken together, bear the
signatures of such Grantor and the Collateral 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


 


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 14.2
of the Indenture (whether or not then in effect).


 


SECTION 8.  Each 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.


 


2

















 


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


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


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


 
















 


ANNEX 3 TO THE


SECURITY AGREEMENT


 


GRANT OF


SECURITY INTEREST IN [TRADEMARK/PATENT/COPYRIGHT] RIGHTS


 


This GRANT OF SECURITY INTEREST IN [TRADEMARK/ PATENT/ COPYRIGHT]
RIGHTS (“Agreement”), effective as of [    ], 2009 is made
by [    ], a [state] [form of entity], located at [              ]
(the “Grantor”), in favor of U.S. Bank National Association, as Collateral
Agent (the “Agent”) pursuant to an indenture, dated as of August 14,
2009 (as amended, restated, supplemented or modified from time to time, the “Indenture”)
among Clean Harbors, Inc., a Massachusetts corporation (“Company”),
each Guarantor (as defined in the Indenture), the Agent and U.S. Bank National
Association, as trustee (the “Trustee”) on behalf of the holders of the
Notes (as defined below) (the “Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Indenture, the Holders have severally agreed
to purchase the Notes upon the terms and subject to the conditions set forth
therein; and


 


WHEREAS, in connection with the Indenture, the Grantor and certain
other subsidiaries of the Company have executed and delivered a Security
Agreement, dated as of August 14, 2009, in favor of the Agent (together
with all amendments and modifications, if any, from time to time thereafter
made thereto, the “Security Agreement”);


 


WHEREAS, pursuant to the Security Agreement, the Grantor pledged and
granted to the Agent for the benefit of the Secured Parties, a security
interest in all of the Grantor’s Intellectual Property, including the
[Trademarks/Patents/Copyrights]; and


 


WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Agreement;


 


NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to induce the Holders to purchase
the Notes pursuant to the Indenture, the Grantor agrees, for the benefit of the
Secured Parties, as follows:


 


1.             Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided or provided by reference in
the Indenture and the Security Agreement.


 


2

















 


2.             Grant of Security Interest.  The Grantor hereby pledges and grants a
security interest in, and agrees to assign, transfer and convey, upon demand
made upon and during occurrence of an Event of Default, all of the Grantor’s
right, title and interest in, to and under the [Trademarks/Patents/Copyrights]
(including, without limitation, those items listed on Schedule A hereto)
(collectively, the “Collateral”), to the Agent for the benefit of the
Agent and the Secured Parties to secure payment, performance and observance of
the Obligations.


 


3.             Purpose.  This Agreement has been executed and
delivered by the Grantor for the purpose of recording the grant of security
interest herein with the United States [Patent and Trademark][Copyright]
Office.  The security interest granted
hereby has been granted to the Secured Parties in connection with the Security Agreement
and is expressly subject to the terms and conditions thereof.  The Security Agreement (and all rights and
remedies of the Secured Parties thereunder) shall remain in full force and
effect in accordance with its terms.


 


4.             Acknowledgment.  The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Secured Parties with respect to
the security interest in the Collateral granted hereby are more fully set forth
in the Security Agreement and the other Note Documents, the terms and
provisions of which (including the remedies provided for therein) are
incorporated by reference herein as if fully set forth herein.  In the event of any conflict between the
terms of this Agreement and the terms of the Security Agreement, the terms of
the Security Agreement shall govern.


 


5.            Counterparts.  This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of which
together constitute one and the same original.


 


3

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.


 


	
   

  	
  [          ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. Bank National
  Association,

  
	
   

  	
  as Collateral
  Agent for the Secured Parties

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


4

















 


SCHEDULE
A


 


U.S. [Patent/Trademark/Copyright]
Registrations and Applications


 


[For Patents:]


 


	
  Patent

  	
   

  	
  Patent or
  Application Number

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


[For Trademarks:]


 


	
  Trademark

  	
   

  	
  Registration or Serial Number

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


[For Copyrights:]


 


	
  Copyright

  	
   

  	
  Registration Number

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


ANNEX 4 TO THE

SECURITY AGREEMENT


 


[Form of]


 


OTHER PARI PASSU
LIEN SECURED PARTY CONSENT


 


[Name of Other Pari Passu Lien Secured Party]


[Address of Other Pari Passu Lien Secured Party]


 


[Date]


 


The undersigned is the
Authorized Representative for Persons wishing to become Secured Parties (the “New
Secured Parties”) under the Security Agreement dated as of August 14, 2009
(the “Security Agreement” (terms used without definition herein have the
meanings assigned to such term by the Security Agreement)) among Clean Harbors, Inc.,
the Subsidiary Grantors party thereto and U.S. Bank National Association, as
Collateral Agent (the “Collateral Agent”).


 


In consideration of the
foregoing, the undersigned hereby:


 


(i)            represents that the Authorized
Representative has been duly authorized by the New Secured Parties to become a
party to the Security Agreement and the other Security Documents on behalf of
the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New
Secured Obligation”) and to act as the Authorized Representative for the New
Secured Parties;


 


(ii)           acknowledges that the New Secured
Parties has received a copy of the Security Agreement and the Intercreditor
Agreement;


 


(iii)          appoints and authorizes the Collateral
Agent to take such action as agent on its behalf and on behalf of all other
Secured Parties and to exercise such powers under the Security Agreement,
Intercreditor Agreement and other Security Documents as are delegated to the
Collateral Agent by the terms thereof, together with all such powers as are
reasonably incidental thereto;


 


(iv)          accepts and acknowledges the terms of
the Intercreditor Agreement applicable to it and the New Secured Parties and
agrees to serve as Authorized Representative for the New Secured Parties with
respect to the New Secured Obligations and agrees on its own behalf and on
behalf of the New Secured Parties to be bound by the terms thereof 


 


2

















 


applicable to holders of
Other Pari Passu Lien Obligations, with all the rights and obligations of a
Secured Party thereunder and bound by all the provisions thereof (including,
without limitation, Section 2.02(b) thereof) as fully as if it had
been a Secured Party on the effective date of the Intercreditor Agreement and
agrees that its address for receiving notices pursuant to the Security
Agreement and the other Security Documents shall be as follows:


 


[Address]


 


The Collateral
Agent, by acknowledging and agreeing to this Other Pari Passu Lien Secured
Party Consent, accepts the appointment set forth in clause (iii) above.


 


THIS OTHER PARI PASSU
LIEN SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


3

















 


IN WITNESS WHEREOF, the
undersigned has caused this Other Pari Passu Lien Secured Party Consent to be
duly executed by its authorized officer as of the
       day of 20    .


 


	
   

  	
  [NAME OF AUTHORIZED
  REPRESENTATIVE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  Acknowledged and Agreed

  	
   

  
	
  [                         ],

  	
   

  
	
  as Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  CLEAN HARBORS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


4