Exhibit 4.36


 


Clean Harbors, Inc.


 


75/8% Senior Secured Notes due 2016

unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by the Guarantors named herein.


 






 


Registration Rights Agreement


 


August 14, 2009


 


Goldman,
Sachs & Co.


Banc
of America Securities LLC


Credit
Suisse Securities (USA) LLC


c/o
Goldman, Sachs & Co.


85
Broad Street


New
York, New York 10004


 


Ladies
and Gentlemen:


 


Clean Harbors, Inc., a Massachusetts
corporation (the “Company”), proposes to issue and
sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) $300,000,000 in aggregate principal amount of its
75/8% Senior Secured Notes due
2016,  which  are  unconditionally  guaranteed  by each of the subsidiaries of the Company listed on
Schedule IV to the Purchase Agreement (the “Guarantors”).  As an inducement to the Purchasers to enter
into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company and the Guarantors agree
with the Purchasers for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:


 


1.             Certain Definitions.  For purposes of this Registration Rights
Agreement (this “Agreement”), the following terms
shall have the following respective meanings:


 


“Base Interest”
shall mean the interest that would otherwise accrue on the Securities under the
terms thereof and the Indenture, without giving effect to the provisions of this
Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the Exchange
Act.


 


“Business Day”
shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by
the Commission under the Exchange Act, as the same may be amended or succeeded
from time to time.


 


“Closing Date”
shall mean the date on which the Securities are initially issued.


 


“Commission”
shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


 

















 


“EDGAR System”
means the Next-Generation EDGAR filing system of the Commission and the rules and
regulations pertaining thereto promulgated by the Commission in Regulation S-T
under the Securities Act and the Exchange Act, in each case as the same may be
amended or succeeded from time to time (and without regard to format).


 


“Effective Time,”
in the case of (i) an Exchange Registration, shall mean the time and date
as of which the Commission declares the Exchange Registration Statement
effective or as of which the Exchange Registration Statement otherwise becomes
effective and (ii) a Shelf Registration, shall mean the time and date as
of which the Commission declares the Shelf Registration Statement effective or
as of which the Shelf Registration Statement otherwise becomes effective.


 


“Electing Holder”
shall mean any holder of Registrable Securities that has returned a completed
and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or
Section 3(d)(iii) and the instructions set forth in the Notice and
Questionnaire.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be
amended or succeeded from time to time.


 


“Exchange Offer”
shall have the meaning assigned thereto in Section 2(a).


 


“Exchange Registration”
shall have the meaning assigned thereto in Section 3(c).


 


“Exchange Registration
Statement” shall have the meaning assigned thereto in Section 2(a).


 


“Exchange Securities”
shall have the meaning assigned thereto in Section 2(a).


 


“Guarantors”
shall have the meaning assigned thereto in the Indenture.


 


The term “holder” shall
mean each of the Purchasers and other persons who acquire Securities from time
to time (including any successors or assigns), in each case for so long as such
person owns any Securities.


 


“Indenture”
shall mean the trust indenture, dated as of August 14, 2009, among the Company, the
Guarantor and U.S. Bank National Association, as trustee and notes collateral
agent, as the same may be amended from time to time.


 


“Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder Questionnaire
substantially in the form of Exhibit A hereto.


 


The term “person” shall
mean a corporation, limited liability company, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.


 


“Purchase Agreement”
shall mean the Purchase Agreement, dated as of August 11, 2009, among the
Purchasers, the Company and the Guarantors relating to the Securities.


 


“Purchasers”
shall mean the Purchasers named in Schedule I to the Purchase Agreement.


 


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“Registrable Securities”
shall mean the Securities; provided, however, that a Security shall cease to be a Registrable
Security upon the earliest to occur of the following: (i) in the circumstances
contemplated by Section 2(a), the Security has been exchanged for an
Exchange Security in an Exchange Offer as contemplated in Section 2(a) (provided that any Exchange Security that, pursuant to the
last two sentences of Section 2(a), is included in a prospectus for use in
connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 until resale of such Registrable
Security has been effected within the Resale Period); (ii) in the
circumstances contemplated by Section 2(b), a Shelf Registration Statement
registering such Security under the Securities Act has been declared or becomes
effective and such Security has been sold or otherwise transferred by the
holder thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) subject to Section 8(b), such Security
is actually sold by the holder thereof pursuant to Rule 144 under circumstances
in which any legend borne by such Security relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by
the Company or pursuant to the Indenture; provided that
for purposes of this clause (iii), the holding period required by paragraph (d) of
Rule 144 shall be deemed to be two years; or (iv) such Security shall
cease to be outstanding.


 


“Registration Default”
shall have the meaning assigned thereto in Section 2(c).


 


“Registration Default
Period” shall have the meaning assigned thereto in Section 2(c).


 


“Registration Expenses”
shall have the meaning assigned thereto in Section 4.


 


“Resale Period”
shall have the meaning assigned thereto in Section 2(a).


 


“Restricted Holder”
shall mean (i) a holder that is an affiliate of the Company within the
meaning of Rule 405, (ii) a holder who acquires Exchange Securities
outside the ordinary course of such holder’s business, (iii) a holder who
has arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the Company.


 


“Rule 144,”
“Rule 405”, “Rule 415”,
“Rule 424”, “Rule 430B”
and “Rule 433” shall mean, in each case,
such rule promulgated by the Commission under the Securities Act (or any
successor provision), as the same may be amended or succeeded from time to
time.


 


“Securities”
shall mean, collectively, the $300,000,000 in aggregate principal amount of the
Company’s 75/8% Senior Secured Notes due
2016 to be issued and sold to the Purchasers, and securities issued in exchange
therefor or in lieu thereof pursuant to the Indenture.  Each Security is entitled to the benefit of
the guarantees provided by the Guarantors in the Indenture (the “Guarantees”) and, unless the context otherwise requires, any
reference herein to a “Security,” an “Exchange Security” or a “Registrable
Security” shall include a reference to the related Guarantee.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be
amended or succeeded from time to time.


 


“Shelf Registration”
shall have the meaning assigned thereto in Section 2(b).


 


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“Shelf Registration
Statement” shall have the meaning assigned thereto in Section 2(b).


 


“Special Interest”
shall have the meaning assigned thereto in Section 2(c).


 


“Trust Indenture Act”
shall mean the Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be
amended or succeeded from time to time.


 


“Trustee” shall
mean U.S. Bank National Association, as trustee under the Indenture, together
with any successors thereto in such capacity.


 


Unless the context otherwise requires, any
reference herein to a “Section” or “clause” refers to a Section or clause,
as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to
any particular Section or other subdivision.


 


2.                                       Registration
Under the Securities Act.


 


(a)                                  Except as set
forth in Section 2(b) below, the Company and  the  Guarantors agree to file under the Securities Act a
registration statement relating to an offer to exchange (such registration
statement, the “Exchange Registration Statement”,
and such offer, the “Exchange Offer”)
any and all of the Securities for a like aggregate principal amount of debt
securities issued by the Company and  guaranteed  by  the  Guarantors, which debt securities and  guarantees
are substantially identical to the Securities and  the  related  Guarantees,  respectively (and are entitled to the benefits of the
Indenture), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions
for Special Interest contemplated in Section 2(c) below (such new
debt securities hereinafter called “Exchange Securities”).  The Company and  the  Guarantors agrees to use all commercially reasonable
efforts to cause the Exchange Registration Statement to become effective under
the Securities Act.  The Exchange Offer
will be registered under the Securities Act on the appropriate form and will
comply with all applicable tender offer rules and regulations under the Exchange
Act.  Unless the Exchange Offer would not
be permitted by applicable law or Commission policy, the Company further agrees
to use all commercially reasonable efforts to (i) commence the Exchange
Offer promptly (but no later than 10 Business Days) following the Effective
Time of such Exchange Registration Statement, (ii) hold the Exchange Offer
open for at least 20 Business Days in accordance with Regulation 14E
promulgated by the Commission under the Exchange Act and (iii) exchange
Exchange Securities for all Registrable Securities that have been properly tendered
and not withdrawn promptly following the expiration of the Exchange Offer.  The Exchange Offer will be deemed to have
been “completed” only (i) if the debt securities and  related  guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt,
transferable by each such holder without restriction under the Securities Act
and the Exchange Act and without material restrictions under the blue sky or
securities laws of a substantial majority of the States of the United States of
America and (ii) upon the Company having exchanged, pursuant to the
Exchange Offer, Exchange Securities for all Registrable Securities that have
been properly tendered and not withdrawn before the expiration of the Exchange
Offer, which shall be on a date that is at least 20 and not more than 30
Business Days following the commencement of the Exchange Offer.  The Company and  the  Guarantors agree (x) to include in the Exchange
Registration Statement a prospectus for use in any resales by any holder of
Exchange Securities that is 


 


4

















 


a
broker-dealer and (y) to keep such Exchange Registration Statement
effective for a period (the “Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day after the Exchange
Offer has been completed or such time as such broker-dealers no longer own any
Registrable Securities.  With respect to
such Exchange Registration Statement, such holders shall have the benefit of
the rights of indemnification and contribution set forth in Subsections 6(a),
(c), (d) and (e)(4).


 


(b)           If (i) on or
prior to the time the Exchange Offer is completed existing law or Commission
interpretations are changed such that the debt securities or  the  related  guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are not or would not
be, upon receipt, transferable by each such holder without restriction under
the Securities Act, (ii) the Exchange Offer has not been completed within
180 days following the Closing Date or (iii) any holder of Registrable
Securities notifies the Company prior to the 20th Business Day following the
completion of the Exchange Offer that: (A) it is prohibited by law or
Commission policy from participating in the Exchange Offer, (B) it may not
resell the Exchange Securities to the public without delivering a prospectus
and the prospectus supplement contained in the Exchange Registration Statement
is not appropriate or available for such resales or (C) it is a
broker-dealer and owns Securities acquired directly from the Company or an
affiliate of the Company, then the Company and  the  Guarantors shall, in lieu of (or, in the case of clause
(iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a),
file under the Securities Act a “shelf” registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf  Registration Statement”).  The Company and  the  Guarantor agree to use all commercially reasonable efforts
to cause the Shelf Registration Statement to become or be declared effective no
later than 90 days after such Shelf Registration Statement filing obligation
arises (but no earlier than 180 days after the Closing Date); provided, that if at any time the Company is or becomes a “well-known
seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic
shelf registration statement” (as defined in Rule 405), then the Company
and  the  Guarantors
shall file the Shelf Registration Statement in the form of an automatic shelf
registration statement as provided in Rule 405.  The Company and  the  Guarantors agree to use all commercially reasonable efforts
to keep such Shelf Registration Statement continuously effective for a period
ending on the earlier of the second anniversary of the Effective Time or such
time as there are no longer any Registrable Securities outstanding.  No holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement or to use the
prospectus forming a part thereof for resales of Registrable Securities unless
such holder is an Electing Holder.  The
Company and  the  Guarantors
agree, after the Effective Time of the Shelf Registration Statement and
promptly upon the request of any holder of Registrable Securities that is not
then an Electing Holder, to use all commercially reasonable efforts to enable
such holder to use the prospectus forming a part thereof for resales of
Registrable Securities, including, without limitation, any action necessary to
identify such holder as a selling securityholder in the Shelf Registration
Statement (whether by post-effective amendment thereto or by filing a
prospectus pursuant to Rules 430B and 424(b) under the Securities Act
identifying such holder), provided, however,
that nothing in this sentence shall relieve any such holder of the obligation
to return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii).


 


5





















 


(c)           In the event that (i) the
Exchange Offer has not been completed within 180 days after the Closing Date or
(ii)(x) the Shelf Registration Statement (if required) has not become or
been declared effective within the later of 90 days after such Shelf
Registration Statement filing obligation arises and 180 days after the Closing
Date or (y) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or Section 2(b) is filed
and declared effective but shall thereafter either be withdrawn by the Company
or shall become subject to an effective stop order issued pursuant to Section 8(d) of
the Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded immediately
by an additional registration statement filed and declared effective (each such
event referred to in clauses (i) and (ii), a “Registration
Default” and each period during which a Registration Default has
occurred and is continuing, a “Registration Default
Period”), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 9(b), special interest (“Special  Interest”), in
addition to the Base Interest, shall accrue on all Registrable Securities then
outstanding at a per annum rate of 0.25% for the first 90 days of the
Registration Default Period, at a per annum rate of 0.50% for the second 90
days of the Registration Default Period, at a per annum rate of 0.75% for the
third 90 days of the Registration Default Period and at a per annum rate of
1.0% thereafter for the remaining portion of the Registration Default
Period.  Special Interest shall accrue
and be payable only with respect to a single Registration Default at any given
time, notwithstanding the fact that multiple Registration Defaults may exist at
such time.


 


(d)           The Company shall
take, and shall cause the Guarantors to take, all actions necessary or
advisable to be taken by it to ensure that the transactions contemplated herein
are effected as so contemplated, including all actions necessary or desirable
to register the Guarantee under any Exchange Registration Statement or Shelf
Registration Statement, as applicable.


 


(e)           Any reference herein
to a registration statement or prospectus as of any time shall be deemed to
include any document incorporated, or deemed to be incorporated, therein by
reference as of such time; and any reference herein to any post-effective
amendment to a registration statement or to any prospectus supplement as of any
time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time.


 


3.             Registration Procedures.


 


If the Company and  the  Guarantor file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:


 


(a)                                  At or before
the Effective Time of the Exchange Registration or any Shelf Registration,
whichever may occur first, the Company shall qualify the Indenture under the
Trust Indenture Act.


 


(b)                                 In the event
that such qualification would require the appointment of a new trustee under
the Indenture, the Company shall appoint a new trustee thereunder pursuant to
the applicable provisions of the Indenture.


 


(c)                                  In connection
with the Company’s and  the  Guarantors’ obligations with respect to the registration of
Exchange Securities as contemplated by Section 2(a) (the “Exchange  Registration”),
if applicable, the Company and  the  Guarantors shall:


 


6

















 


(i)            prepare and file with the Commission, an Exchange
Registration Statement on any form which may be utilized by the Company and  the  Guarantors and
which shall permit the Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as contemplated by Section 2(a),
and use all commercially reasonable efforts to cause such Exchange Registration
Statement to become effective;


 


(ii)           as soon as practicable prepare and file with the
Commission such amendments and supplements to such Exchange Registration
Statement and the prospectus included therein as may be necessary to effect and
maintain the effectiveness of such Exchange Registration Statement for the
periods and purposes contemplated in Section 2(a) and as may be
required by the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Registration Statement,
and promptly provide each broker-dealer holding Exchange Securities with such
number of copies of the prospectus included therein (as then amended or
supplemented), in conformity in all material respects with the requirements of
the Securities Act and the Trust Indenture Act, as such broker-dealer reasonably
may request prior to the expiration of the Resale Period, for use in connection
with resales of Exchange Securities;


 


(iii)          promptly notify each broker-dealer that has
requested or received copies of the prospectus included in such Exchange
Registration Statement, and confirm such advice in writing, (A) when such
Exchange Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such Exchange Registration Statement or any post-effective
amendment, when the same has become effective, (B) of any comments by the
Commission and by the blue sky or securities commissioner or regulator of any
state with respect thereto or any request by the Commission for amendments or
supplements to such Exchange Registration Statement or prospectus or for
additional information, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of such Exchange Registration Statement or the
initiation or threatening of any proceedings for that purpose, (D) if at
any time the representations and warranties of the Company contemplated by Section 5
cease to be true and correct in all material respects, (E) of the receipt
by the Company of any notification with respect to the suspension of the
qualification of the Exchange Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (F) the
occurrence of any event that causes the Company to become an “ineligible issuer”
as defined in Rule 405, or (G) if at any time during the Resale
Period when a prospectus is required to be delivered under the Securities Act,
that such Exchange Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the Trust
Indenture Act or contains an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;


 


(iv)          in the event that the Company and  the  Guarantors
would be required, pursuant to Section 3(c)(iii)(G), to notify any
broker-dealers holding Exchange Securities, promptly prepare and furnish to
each such holder a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of such Exchange
Securities during the Resale Period, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust


 


7

















 


Indenture Act and
shall not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;


 


(v)           use all commercially reasonable efforts to obtain
the withdrawal of any order suspending the effectiveness of such Exchange
Registration Statement or any post-effective amendment thereto at the earliest
practicable date;


 


(vi)          use all commercially reasonable efforts to (A) register
or qualify the Exchange Securities under the securities laws or blue sky laws
of such jurisdictions as are contemplated by Section 2(a) no later
than the commencement of the Exchange Offer, to the extent required by such
laws, (B) keep such registrations or qualifications in effect and comply
with such laws so as to permit the continuance of offers, sales and dealings
therein in such jurisdictions until the expiration of the Resale Period, (C) take
any and all other actions as may be reasonably necessary or advisable to enable
each broker-dealer holding Exchange Securities to consummate the disposition
thereof in such jurisdictions and (D) obtain the consent or approval of
each governmental agency or authority, whether federal, state or local, which
may be required to effect the Exchange Registration, the Exchange Offer and the
offering and sale of Exchange Securities by broker-dealers during the Resale
Period; provided, however,
that the Company and  each  Guarantor  shall not be
required for any such purpose to (1) qualify as a foreign corporation in
any jurisdiction wherein it would not otherwise be required to qualify but for
the requirements of this Section 3(c)(vi), (2) consent to general
service of process in any such jurisdiction or become subject to taxation in
any such jurisdiction or (3) make any changes to its certificate of
incorporation or by-laws or other governing documents or any agreement between
it and its stockholders;


 


(vii)         obtain a CUSIP number for all Exchange Securities,
not later than the applicable Effective Time; and


 


(viii)        comply with all applicable rules and
regulations of the Commission, and make generally available to its
securityholders no later than eighteen months after the Effective Time of such
Exchange Registration Statement, an “earning statement” of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including,
at the option of the Company, Rule 158 thereunder).


 


(d)           In connection with
the Company’s and  the  Guarantors’
obligations with respect to the Shelf Registration, if applicable, the Company
and  the  Guarantors
shall:


 


(i)            prepare and file with the Commission, within the
time periods specified in Section 2(b), a Shelf Registration Statement on
any form which may be utilized by the Company and which shall register all of
the Registrable Securities for resale by the holders thereof in accordance with
such method or methods of disposition as may be specified by the holders of
Registrable Securities as, from time to time, may be Electing Holders and use
all commercially reasonable efforts to cause such Shelf Registration Statement
to become effective within the time periods specified in Section 2(b);


 


(ii)           mail the Notice and Questionnaire to the holders of
Registrable Securities (A) not less than 30 days prior to the anticipated
Effective Time of the Shelf Registration Statement or (B) in the case of
an “automatic shelf registration statement” (as defined in Rule 405), mail
the Notice and Questionnaire to the holders of Registrable 


 


8

















 


Securities not later than the Effective Time of such Shelf Registration
Statement, and in any such case no holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement, and no holder shall
be entitled to use the prospectus forming a part thereof for resales of
Registrable Securities at any time, unless and until such holder has returned a
completed and signed Notice and Questionnaire to the Company;


 


(iii)          after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Registrable Securities that is not
then an Electing Holder, promptly send a Notice and Questionnaire to such
holder; provided that the Company shall not be
required to take any action to name such holder as a selling securityholder in
the Shelf Registration Statement or to enable such holder to use the prospectus
forming a part thereof for resales of Registrable Securities until such holder
has returned a completed and signed Notice and Questionnaire to the Company;


 


(iv)          as soon as practicable prepare and file with the
Commission such amendments and supplements to such Shelf Registration Statement
and the prospectus included therein as may be necessary to effect and maintain
the effectiveness of such Shelf Registration Statement for the period specified
in Section 2(b) and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of
such Shelf Registration Statement, and furnish to the Electing Holders copies
of any such supplement or amendment simultaneously with or prior to its being used
or filed with the Commission to the extent such documents are not publicly
available on the Commission’s EDGAR System;


 


(v)           comply with the provisions of the Securities Act
with respect to the disposition of all of the Registrable Securities covered by
such Shelf Registration Statement in accordance with the intended methods of
disposition by the Electing Holders provided for in such Shelf Registration
Statement;


 


(vi)          provide the Electing Holders and not more than one
counsel for all the Electing Holders the opportunity to participate in the
preparation of such Shelf Registration Statement, each prospectus included
therein or filed with the Commission and each amendment or supplement thereto;


 


(vii)         for a reasonable period prior to the filing of such
Shelf Registration Statement, and throughout the period specified in Section 2(b),
make available at reasonable times at the Company’s principal place of business
or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who
shall certify to the Company that they have a current intention to sell the
Registrable Securities pursuant to the Shelf Registration such financial and
other information and books and records of the Company, and cause the officers,
employees, counsel and independent certified public accountants of the Company
to respond to such inquiries, as shall be reasonably necessary (and in the case
of counsel, not violate an attorney-client privilege, in such counsel’s
reasonable belief), in the judgment of the respective counsel referred to in Section 3(d)(vi),
to conduct a reasonable investigation within the meaning of Section 11 of
the Securities Act; provided, however, that the foregoing inspection and information
gathering on behalf of the Electing Holders shall be conducted by one counsel
designated by the holders of at least a majority in aggregate principal amount
of the Registrable Securities held by the Electing Holders at the time
outstanding and provided  further
that each such party shall be required to maintain in confidence and not to
disclose to any other person any information or records reasonably designated
by the Company as being 


 


9

















 


confidential, until such time as (A) such information becomes a
matter of public record (whether by virtue of its inclusion in such Shelf
Registration Statement or otherwise), or (B) such person shall be required
so to disclose such information pursuant to a subpoena or order of any court or
other governmental agency or body having jurisdiction over the matter (subject
to the requirements of such order, and only after such person shall have given
the Company prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, complies with applicable requirements of the federal securities laws
and the rules and regulations of the Commission and does not contain an
untrue statement of a material fact or omit to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;


 


(viii)        promptly notify each of the
Electing Holders and confirm such advice in writing, (A) when such Shelf
Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with
respect to such Shelf Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission
and by the blue sky or securities commissioner or regulator of any state with
respect thereto or any request by the Commission for amendments or supplements
to such Shelf Registration Statement or prospectus or for additional
information, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of such Shelf Registration Statement or the
initiation or threatening of any proceedings for that purpose, (D) if at
any time the representations and warranties of the Company set forth in Section 5
cease to be true and correct in all material respects, (E) of the receipt
by the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (F) the
occurrence of any event that causes the Company to become an “ineligible issuer”
as defined in Rule 405, or (G) if at any time when a prospectus is
required to be delivered under the Securities Act, that such Shelf Registration
Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act or contains an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;


 


(ix)           use all commercially reasonable efforts to obtain
the withdrawal of any order suspending the effectiveness of such Shelf
Registration Statement or any post-effective amendment thereto at the earliest
practicable date;


 


(x)            if requested by any Electing Holder, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as is required by the applicable rules and regulations of the
Commission and as such Electing Holder specifies should be included therein
relating to the terms of the sale of such Registrable Securities, including
information with respect to the principal amount of Registrable Securities
being sold by such Electing Holder, the name and description of such Electing
Holder, the offering price of such Registrable Securities and any discount,
commission or other compensation payable in respect thereof and with respect to
any other terms of the offering of 


 


10

















 


the Registrable Securities to be sold by such Electing Holder; and make
all required filings of such prospectus supplement or post-effective amendment
promptly after notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment;


 


(xi)           furnish to each Electing Holder and the counsel
referred to in Section 3(d)(vi) an executed copy (or a conformed
copy) of such Shelf Registration Statement, each such amendment and supplement
thereto (in each case including all exhibits thereto (in the case of an
Electing Holder of Registrable Securities, upon request) and documents
incorporated by reference therein) and such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents incorporated
by reference therein unless specifically so requested by such Electing Holder)
and of the prospectus included in such Shelf Registration Statement (including
each preliminary prospectus and any summary prospectus), in conformity in all
material respects with the applicable requirements of the Securities Act and
the Trust Indenture Act to the extent such documents are not available through
the Commission’s EDGAR System, and such other documents, as such Electing
Holder may reasonably request in order to facilitate the offering and disposition
of the Registrable Securities owned by such Electing Holder and to permit such
Electing Holder to satisfy the prospectus delivery requirements of the Securities
Act; and subject to Section 3(e), the Company hereby consents to the use
of such prospectus (including such preliminary and summary prospectus) and any
amendment or supplement thereto by each such Electing Holder, in each case in
the form most recently provided to such person by the Company, in connection
with the offering and sale of the Registrable Securities covered by the
prospectus (including such preliminary and summary prospectus) or any supplement
or amendment thereto;


 


(xii)          use all commercially reasonable efforts to (A) register
or qualify the Registrable Securities to be included in such Shelf Registration
Statement under such securities laws or blue sky laws of such jurisdictions as
any Electing Holder shall reasonably request, (B) keep such registrations
or qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions during
the period the Shelf Registration Statement is required to remain effective
under Section 2(b) and for so long as may be necessary to enable any
such Electing Holder to complete its distribution of Registrable Securities
pursuant to such Shelf Registration Statement, (C) take any and all other
actions as may be reasonably necessary or advisable to enable each such
Electing Holder to consummate the disposition in such jurisdictions of such
Registrable Securities and (D) obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, which may be
required to effect the Shelf Registration or the offering or sale in connection
therewith or to enable the selling holder or holders to offer, or to consummate
the disposition of, their Registrable Securities; provided,
however, that the Company and the  Guarantors shall not be required for any such purpose to (1) qualify
as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(d)(xii), (2) consent
to general service of process in any such jurisdiction or become subject to
taxation in any such jurisdiction or (3) make any changes to its
certificate of incorporation or by-laws or other governing documents or any
agreement between it and its stockholders;


 


(xiii)         unless any Registrable
Securities shall be in book-entry only form, cooperate with the Electing
Holders to facilitate the timely preparation and delivery of certificates


 


11
















 


representing Registrable Securities to be sold, which certificates, if
so required by any securities exchange upon which any Registrable Securities
are listed, shall be printed, penned, lithographed, engraved or otherwise
produced by any combination of such methods, on steel engraved borders, and
which certificates shall not bear any restrictive legends;


 


(xiv)        obtain a CUSIP number for all Securities that have
been registered under the Securities Act, not later than the applicable
Effective Time;


 


(xv)         notify in writing each holder of Registrable Securities
of any proposal by the Company to amend or waive any provision of this
Agreement pursuant to Section 9(h) and of any amendment or waiver
effected pursuant thereto, each of which notices shall contain the text of the
amendment or waiver proposed or effected, as the case may be; and


 


(xvi)        comply with all applicable rules and
regulations of the Commission, and make generally available to its
securityholders no later than eighteen months after the Effective Time of such
Shelf Registration Statement an “earning statement” of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).


 


(e)           In the event that
the Company would be required, pursuant to Section 3(d)(viii)(G), to
notify the Electing Holders, the Company shall promptly prepare and furnish to
each of the Electing Holders a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Registrable Securities, such prospectus shall conform in all material respects
to the applicable requirements of the Securities Act and the Trust Indenture
Act and shall not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then
existing.  Each Electing Holder agrees
that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(G),
such Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company,
such Electing Holder shall deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies, of the prospectus covering such
Registrable Securities in such Electing Holder’s possession at the time of
receipt of such notice.


 


(f)            In the event of a
Shelf Registration, in addition to the information required to be provided by
each Electing Holder in its Notice and Questionnaire, the Company may require
such Electing Holder to furnish to the Company such additional information
regarding such Electing Holder and such Electing Holder’s intended method of
distribution of Registrable Securities as may be required in order to comply
with the Securities Act.  Each such Electing
Holder agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing
Holder to the Company or of the occurrence of any event in either case as a result
of which any prospectus relating to such Shelf Registration contains or would
contain an untrue statement of a material fact regarding such Electing Holder
or such Electing Holder’s intended method of disposition of such Registrable
Securities or omits to state any material fact regarding such Electing Holder
or such Electing Holder’s intended 


 


12

















 


method
of disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing.


 


(g)           Until the expiration
of two years after the Closing Date, the Company will not, and will not permit
any of its “affiliates” (as defined in Rule 144) to, resell any of the
Securities that have been reacquired by any of them except pursuant to an
effective registration statement, or a valid exemption from the registration
requirements, under the Securities Act.


 


(h)           As a condition to
its participation in the Exchange Offer, each holder of Registrable Securities
shall furnish, upon the request of the Company, a written representation to the
Company (which may be contained in the letter of transmittal or “agent’s
message” transmitted via The Depository Trust Company’s Automated Tender Offer
Procedures, in either case contemplated by the Exchange Registration Statement)
to the effect that (A) it is not an “affiliate” of the Company, as defined
in Rule 405 of the Securities Act, or if it is such an “affiliate”, it
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (B) it is not engaged in and does
not intend to engage in, and has no arrangement or understanding with any
person to participate in, a distribution of the Exchange Securities to be
issued in the Exchange Offer, (C) it is acquiring the Exchange Securities
in its ordinary course of business, (D) if it is a broker-dealer that
holds Securities that were acquired for its own account as a result of
market-making activities or other trading activities (other than Securities
acquired directly from the Company or any of its affiliates), it will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resales of the Exchange Securities received by it in the Exchange Offer, (E) if
it is a broker-dealer, that it did not purchase the Securities to be exchanged
in the Exchange Offer from the Company or any of its affiliates, and (F) it
is not acting on behalf of any person who could not truthfully and completely
make the representations contained in the foregoing subclauses (A) through
(E).


 


4.                                       Registration
Expenses.


 


The Company agrees to bear and to pay or cause to be
paid promptly all expenses incident to the Company’s performance of or
compliance with this Agreement, including (a) all Commission and any FINRA
registration, filing and review fees and expenses including reasonable fees and
disbursements of counsel for the Eligible Holders in connection with such
registration, filing and review, (b) all fees and expenses in connection
with the qualification of the Registrable Securities and the Exchange Securities,
as applicable, for offering and sale under the State securities and blue sky
laws referred to in Section 3(d)(xii) and determination of their
eligibility for investment under the laws of such jurisdictions as the Electing
Holders may designate, including any reasonable fees and disbursements of
counsel for the Electing Holders in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared
for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities or Exchange Securities, as
applicable, for delivery and the expenses of printing or producing any selling
agreements and blue 


 


13

















 


sky or legal investment
memoranda and all other documents in connection with the offering, sale or delivery
of Securities or Exchange Securities, as applicable, to be disposed of
(including certificates representing the Securities or Exchange Securities, as
applicable), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities or Exchange Securities, as applicable,
and the preparation of documents referred in clause (c) above, (e) fees
and expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company’s officers and
employees performing legal or accounting duties), (g) reasonable fees,
disbursements and expenses of counsel and independent certified public
accountants of the Company, (h) reasonable fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (i) any
fees charged by securities rating services for rating the Registrable
Securities or the Exchange Securities, as applicable, and (j) fees, expenses
and disbursements of any other persons, including special experts, retained by
the Company in connection with such registration (collectively, the “Registration Expenses”). 
To the extent that any Registration Expenses are incurred, assumed or
paid by any holder of Registrable Securities, Securities or Exchange
Securities, as applicable, the Company shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor. 
Notwithstanding the foregoing, the holders of the Registrable Securities
being registered shall pay all agency fees and commissions and underwriting
discounts and commissions, if any, and transfer taxes, if any, attributable to
the sale of such Registrable Securities and Exchange Securities, as applicable,
and the fees and disbursements of any counsel or other advisors or experts
retained by such holders (severally or jointly), other than the counsel and
experts specifically referred to above.


 


5.                                       Representations
and Warranties.


 


The Company and the Guarantors, jointly and
severally, represent and warrant to, and agree with, each Purchaser and each of
the holders from time to time of Registrable Securities that:


 


(a)           Each registration
statement covering Registrable Securities, Securities or Exchange Securities,
as applicable, and each prospectus (including any preliminary or summary
prospectus) contained therein or furnished pursuant to Section 3(c) or
Section 3(d) and any further amendments or supplements to any such
registration statement or prospectus, when it becomes effective or is filed
with the Commission, as the case may be, will conform in all material respects
to the requirements of the Securities Act and the Trust Indenture Act and will
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i) such
time as a notice has been given to holders of Registrable Securities pursuant
to Section 3(c)(iii)(G) or Section 3(d)(viii)(G) until (ii) such
time as the Company furnishes an amended or supplemented prospectus pursuant to
Section 3(c)(iv) or Section 3(e), each such registration
statement, and each prospectus (including any summary prospectus) contained
therein or furnished pursuant to Section 3(c) or Section 3(d),
as then amended or supplemented, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; provided, however, that
this representation and warranty shall not apply to any statements or 


 


14

















 


omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by a holder of Registrable Securities expressly for use therein.


 


(b)           Any documents
incorporated by reference in any prospectus referred to in Section 5(a),
when they become or became effective or are or were filed with the Commission,
as the case may be, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none
of such documents will contain or contained an untrue statement of a material
fact or will omit or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by a holder of Registrable Securities expressly for use therein.


 


(c)           The compliance by
the Company with all of the provisions of this Agreement and the consummation
of the transactions herein contemplated will not (i) conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, (ii) result in any violation of the provisions of
the certificate of incorporation, as amended, or the by-laws or other governing
documents, as applicable, of the Company or the Guarantors or (iii) 
result in any violation of any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their respective properties; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
consummation by the Company and the Guarantors of the transactions contemplated
by this Agreement, except (x) the registration under the Securities Act of
the Registrable Securities and the Exchange Securities, as applicable, and
qualification of the Indenture under the Trust Indenture Act, (y) such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or blue sky laws in connection with the
offering and distribution of the Registrable Securities and the Exchange Securities,
as applicable, and (z) such consents, approvals, authorizations,
registrations or qualifications that have been obtained and are in full force
and effect as of the date hereof.


 


(d)           This Agreement has
been duly authorized, executed and delivered by the Company and by the Guarantors.


 


6.                                       Indemnification
and Contribution.


 


(a)                                  Indemnification
by the Company  and the Guarantors.  The Company and the Guarantors, jointly and
severally, will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Registration Statement and each of the
Electing Holders as holders of Registrable Securities included in a Shelf
Registration Statement against any losses, claims, damages or liabilities,
joint or several, to which such holder or such Electing Holder may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Exchange Registration Statement or any Shelf Registration
Statement, as the case may be, under which such Registrable Securities or
Exchange Securities were registered under the Securities Act, or any
preliminary, 


 


15





















 


final
or summary prospectus (including, without limitation, any “issuer free writing
prospectus” as defined in Rule 433) contained therein or furnished by the
Company to any such holder or any such Electing Holder, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
each such holder and each such Electing Holder for any and all legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that
the Company and  the  Guarantors
shall not be liable to any such person in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, or preliminary, final or summary prospectus
(including, without limitation, any “issuer free writing prospectus” as defined
in Rule 433), or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein.


 


(b)           Indemnification
by the Electing Holders.  The
Company may require, as a condition to including any Registrable Securities in
any Shelf Registration Statement filed pursuant to Section 2(b), that the
Company shall have received an undertaking reasonably satisfactory to it from
each Electing Holder of Registrable Securities included in such Shelf
Registration Statement, severally and not jointly, to (i) indemnify and
hold harmless the Company, the Guarantors and all other Electing Holders of
Registrable Securities included in such Shelf Registration Statement, against
any losses, claims, damages or liabilities to which the Company,  the  Guarantors or
such other Electing Holders may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus (including, without
limitation, any “issuer free writing prospectus” as defined in Rule 433)
contained therein or furnished by the Company to any Electing Holder, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Electing Holder expressly for use therein, and (ii) reimburse the
Company and  the  Guarantors
for any legal or other expenses reasonably incurred by the Company and  the  Guarantors in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for
any amounts in excess of the dollar amount of the proceeds to be received by
such Electing Holder from the sale of such Electing Holder’s Registrable
Securities pursuant to such registration.


 


(c)           Notices
of Claims, Etc.  Promptly
after receipt by an indemnified party under subsection (a) or (b) above
of written notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying
party pursuant to the indemnification provisions of or contemplated by this Section 6,
notify such indemnifying party in writing of the commencement of such action;
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise than under
the indemnification provisions of or contemplated by Section 6(a) or Section 6(b).  In case any such action shall be brought
against any indemnified party and it shall notify an indemnifying party of the
commencement thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying 


 


16





















 


party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, such indemnifying party shall not be liable to
such indemnified party for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party
shall, without the prior written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified
party is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release
of the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


(d)           Contribution.  If for any reason the indemnification
provisions contemplated by Section 6(a) or Section 6(b) are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations.  The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 6(d) were determined by pro rata allocation (even if
the holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in this Section 6(d). 
The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, or liabilities (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6(d),
no Electing Holder shall be required to contribute any amount in excess of the
amount by which the dollar amount of the proceeds received by such holder from
the sale of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.  The holders’
obligations in this Section 6(d) to contribute shall be several in
proportion to the principal amount of Registrable Securities registered by them
and not joint.


 


(e)           The obligations
of the Company and  the  Guarantors under this Section 6 shall be in addition
to any liability which the Company or  the  Guarantors may otherwise have and shall extend, upon the
same terms and conditions, to each officer, director and partner of each
holder, each Electing Holder, and each person, if any, who controls any of the
foregoing within the 


 


17





















 


meaning
of the Securities Act; and the obligations of the holders and the Electing
Holders contemplated by this Section 6 shall be in addition to any
liability which the respective holder or Electing Holder may otherwise have and
shall extend, upon the same terms and conditions, to each officer and director
of the Company or  the  Guarantor  (including any person who, with his consent, is named in
any registration statement as about to become a director of the Company or the
Guarantor) and to each person, if any, who controls the Company within the
meaning of the Securities Act, as well as to each officer and director of the
other holders and to each person, if any, who controls such other holders
within the meaning of the Securities Act.


 


7.             Underwritten Offerings.


 


Each holder of Registrable Securities hereby agrees
with the Company and each other such holder that no holder of Registrable
Securities may participate in any underwritten offering hereunder unless (a) the
Company gives its prior written consent to such underwritten offering, (b) the
managing underwriter or underwriters thereof shall be designated by Electing
Holders holding at least a majority in aggregate principal amount of the
Registrable Securities to be included in such offering, provided
that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Company, (c) each holder of Registrable Securities
participating in such underwritten offering agrees to sell such holder’s
Registrable Securities on the basis provided in any underwriting arrangements approved
by the persons entitled selecting the managing underwriter or underwriters
hereunder and (d) each holder of Registrable Securities participating in
such underwritten offering completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.  The Company hereby agrees with each holder of
Registrable Securities that, to the extent it consents to an underwritten
offering hereunder, it will negotiate in good faith and execute all
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements, including using all
commercially reasonable efforts to procure customary legal opinions and auditor
“comfort” letters.


 


8.             Rule 144.


 


(a)           Facilitation
of Sales Pursuant to Rule 144.  The Company covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under
the Exchange Act, the Company shall timely file the reports required to be
filed by it under the Exchange Act or the Securities Act (including the reports
under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144), and shall take such further action
as any holder of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144. 
Upon the request of any holder of Registrable Securities in connection
with that holder’s sale pursuant to Rule 144, the Company shall deliver to
such holder a written statement as to whether it has complied with such requirements.


 


(b)           Availability
of Rule 144 Not Excuse for Obligations under Section 2.  The fact that holders of Registrable
Securities may become eligible to sell such Registrable Securities pursuant to Rule 144
shall not (1) cause such Securities to cease to be Registrable Securities
or (2) excuse the Company’s and  the  Guarantors’ obligations set forth in Section 2 of this
Agreement, including without limitation the obligations in respect of an
Exchange Offer, Shelf Registration and Special Interest.


 


18





















 


9.             Miscellaneous.


 


(a)           No
Inconsistent Agreements.  The
Company represents, warrants, covenants and agrees that it has not granted, and
shall not grant, registration rights with respect to Registrable Securities,
Exchange Securities or Securities, as applicable, or any other securities which
would be inconsistent with the terms contained in this Agreement.


 


(b)           Specific
Performance.  The parties
hereto acknowledge that there would be no adequate remedy at law if the Company
fails to perform any of its obligations hereunder and that the Purchasers and
the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such
holders, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of the Company under this Agreement in accordance with the terms
and conditions of this Agreement, in any court of the United States or any
State thereof having jurisdiction.  Time
shall be of the essence in this Agreement.


 


(c)           Notices.  All notices, requests, claims, demands,
waivers and other communications hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, if delivered personally,
by facsimile or by courier, or three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Company, to it at Clean Harbors, Inc. 42 Longwater
Drive, Norwell, Massachusetts 02061-9149, Attention: Chief Financial Officer,
and if to a holder, to the address of such holder set forth in the security
register or other records of the Company, or to such other address as the
Company or any such holder may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.


 


(d)           Parties in Interest.  All the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the parties hereto, the holders from time to time of the
Registrable Securities and the respective successors and assigns of the
foregoing.  In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities such transferee shall be
entitled to receive the benefits of, and be conclusively deemed to have agreed
to be bound by all of the applicable terms and provisions of this Agreement.  If the Company shall so request, any such
successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the applicable terms hereof.


 


(e)           Survival.  The respective indemnities, agreements,
representations, warranties and each other provision set forth in this
Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made
by or on behalf of any holder of Registrable Securities, any director, officer
or partner of such holder, or any controlling person of any of the foregoing,
and shall survive delivery of and payment for the Registrable Securities
pursuant to the Purchase Agreement, the transfer and registration of
Registrable Securities by such holder and the consummation of an Exchange
Offer.


 


(f)            Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


19

















 


(g)           Headings.  The descriptive headings of the several
Sections and paragraphs of this Agreement are inserted for convenience only, do
not constitute a part of this Agreement and shall not affect in any way the
meaning or interpretation of this Agreement.


 


(h)           Entire Agreement;
Amendments.  This Agreement
and the other writings referred to herein (including the Indenture and the form
of Securities) or delivered pursuant hereto which form a part hereof contain
the entire understanding of the parties with respect to its subject matter.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter.  This Agreement may be amended
and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and
the holders of at least a majority in aggregate principal amount of the
Registrable Securities at the time outstanding. 
Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this
Section 9(h), whether or not any notice, writing or marking indicating
such amendment or waiver appears on such Registrable Securities or is delivered
to such holder.


 


(i)            Inspection.  For so long as this Agreement shall be in effect,
this Agreement and a complete list of the names and addresses of all the record
holders of Registrable Securities shall be made available for inspection and
copying on any Business Day by any holder of Registrable Securities for proper
purposes only (which shall include any purpose related to the rights of the
holders of Registrable Securities under the Securities, the Indenture and this
Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) and
at the office of the Trustee under the Indenture.


 


(j)            Counterparts.  This Agreement may be executed by the parties
in counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


 


(k)           Severability.  If any provision of this Agreement, or the
application thereof in any circumstance, is held to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of such provision in every other respect and of the remaining
provisions contained in this Agreement shall not be affected or impaired
thereby.


 


20
















 


If the foregoing is in accordance with your
understanding, please sign and return to us five counterparts hereof, and upon
the acceptance hereof by you, on behalf of each of the Purchasers, this letter
and such acceptance hereof shall constitute a binding agreement between each of
the Purchasers, the Guarantors and the Company. 
It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLEAN HARBORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
   

  	
  Name:

  	
  James M. Rutledge

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


21

















 


	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
  (signatures continued on next page)

  



 

















 


	
   

  	
   

  	
  CLEAN HARBORS OF BRAINTREE, INC.

  
	
   

  	
   

  	
  CLEAN HARBORS OF CONNECTICUT, INC.

  
	
   

  	
   

  	
  CLEAN HARBORS OF NATICK, INC.

  
	
   

  	
   

  	
  CLEAN HARBORS OF TEXAS, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS PECATONICA, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS PPM, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS RECYCLING SERVICES OF CHICAGO, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS RECYCLING SERVICES OF OHIO, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS REIDSVILLE, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS SAN JOSE, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS SERVICES, INC.

  
	
   

  	
   

  	
  CLEAN HARBORS TENNESSEE, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS WESTMORLAND, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS WHITE CASTLE, LLC

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
  (signatures continued on next page)

  



 


2

















 


	
   

  	
   

  	
  CLEAN HARBORS FINANCIAL SERVICES COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
   

  	
  Name:

  	
  James M. Rutledge

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
   

  	
  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

  



 


3

















 


	
  Accepted
  as of the date hereof:

  	
   

  
	
   

  	
   

  
	
  Goldman,
  Sachs & Co.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Goldman, Sachs & Co.

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  	
   

  
	
   

  	
   

  
	
  Banc
  of America Securities LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Lorraine Kieffer

  	
   

  
	
   

  	
  Name:
  Lorraine Kieffer

  	
   

  
	
   

  	
  Title:Vice
  President

  	
   

  
	
   

  	
   

  
	
  Credit
  Suisse Securities (USA) LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Michael Speller

  	
   

  
	
   

  	
  Name:
  Michael Speller

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  



 
















 


Exhibit A


 


Clean Harbors, Inc.


 


INSTRUCTION TO DTC PARTICIPANTS


 


(Date of Mailing)


 


URGENT - IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE:  [DATE]  (a)


 


The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the Clean Harbors, Inc.  (the
“Company”) 75/8% Senior Secured Notes due 2016 (the “Securities”)
are held.


 


The Company is in the process of registering
the Securities under the Securities Act of 1933 for resale by the beneficial
owners thereof.  In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire.


 


It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible as their rights to have the Securities included in
the registration statement depend upon their returning the Notice and
Questionnaire by [Deadline For Response].  Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you.  If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact Clean Harbors, Inc., 42 Longwater Drive, Norwell,
Massachusetts 02061-9149, Attention: Chief Financial Officer, (telephone (781)
792-5000).


 






(a)          Not less than 28 calendar days from date of mailing.


 


A-1

















 


Clean Harbors, Inc.


 


Notice of Registration Statement


and


Selling Securityholder Questionnaire


 


(Date)


 


Reference is hereby made to the Registration
Rights Agreement (the “Registration Rights
Agreement”) among Clean Harbors, Inc. (the “Company”), the Guarantors named therein and the Purchasers
named therein.  Pursuant to the
Registration Rights Agreement, the Company has filed or will file with the
United States Securities and Exchange Commission (the “Commission”)
a registration statement on Form [    ] (the “Shelf Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of
1933, as amended (the “Securities Act”),
of the Company’s 75/8% Senior Secured Notes due
2016 (the “Securities”).  A copy of the Registration Rights Agreement
has been filed or will be filed as an exhibit to the Shelf Registration
Statement and can be obtained from the Commission’s website at
www.sec.gov.  All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.


 


Each beneficial owner of Registrable
Securities (as defined below) is entitled to have the Registrable Securities
beneficially owned by it included in the Shelf Registration Statement.  In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire (“Notice and
Questionnaire”) must be completed, executed and delivered to the
Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. 
Beneficial owners of Registrable Securities who do not properly
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of Registrable
Securities.


 


Certain legal consequences arise from being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.  Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their
own securities law counsel regarding the consequences of being named or not
being named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.


 


The term “Registrable Securities”
is defined in the Registration Rights Agreement.


 


A-2

















 


ELECTION


 


The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby
elects to include in the Shelf Registration Statement the Registrable Securities
beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning
this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Registration Rights Agreement, including, without
limitation, Section 6 of the Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.


 


Pursuant to the Registration Rights
Agreement, the undersigned has agreed to indemnify and hold harmless the
Company, its officers who sign any Shelf Registration Statement, and each
person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act of 1934, as
amended (the “Exchange Act”), against certain
loses arising out of an untrue statement, or the alleged untrue statement, of a
material fact in the Shelf Registration Statement or the related prospectus or
the omission, or alleged omission, to state a material fact required to be
stated in such Shelf Registration Statement or the related prospectus, but only
to the extent such untrue statement or omission, or alleged untrue statement or
omission, was made in reliance on and in conformity with the information
provided in this Notice and Questionnaire.


 


Upon any sale of Registrable Securities
pursuant to the Shelf Registration Statement, the Selling Securityholder will
be required to deliver to the Company and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the
Registration Rights Agreement.


 


The Selling Securityholder hereby provides
the following information to the Company and represents and warrants that such
information is accurate and complete:


 


A-3

















 


QUESTIONNAIRE


 


(1)           (a)                                  Full legal name
of Selling Securityholder:




 


(b)                                 Full legal name
of registered Holder (if not the same as in (a) above) of Registrable Securities
listed in Item (3) below:




 


(c)                                  Full legal name
of DTC Participant (if applicable and if not the same as (b) above)
through which Registrable Securities listed in Item (3) below are held:


 


 


(2)           Address for notices to
Selling Securityholder:




 


Telephone:

Fax:

Contact Person:

E-mail for Contact Person:


 


(3)           Beneficial
Ownership of Securities:


 


Except as set forth below in this Item (3), the undersigned does
not beneficially own any Securities.


 


(a)                                  Principal
amount of Registrable Securities beneficially owned:

CUSIP No(s). of such Registrable Securities:


 


(b)                                 Principal
amount of Securities other than Registrable Securities beneficially owned:



CUSIP No(s). of such other Securities:


 


(c)                                  Principal
amount of Registrable Securities that the undersigned wishes to be included in
the Shelf Registration Statement:

CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration
Statement:


 


(4)           Beneficial
Ownership of Other Securities of the Company:


 


Except as set forth below in this Item (4), the undersigned
Selling Securityholder is not the beneficial or registered owner of any other
securities of the Company, other than the Securities listed above in
Item (3).


 


State any exceptions here:




 


A-4

















 


(5)           Individuals who
exercise dispositive powers with respect to the Securities:


 


If the Selling Securityholder is not an entity that is required to file
reports with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act (a “Reporting Company”), then the Selling Securityholder must
disclose the name of the natural person(s) who exercise sole or shared dispositive
powers with respect to the Securities. 
Selling Securityholders should disclose the beneficial holders, not
nominee holders or other such others of record. 
In addition, the Commission has provided guidance that Rule 13d-3
of the Securities Exchange Act of 1934 should be used by analogy when
determining the person or persons sharing voting and/or dispositive powers with
respect to the Securities.


 


(a)           Is the holder a
Reporting Company?


 


Yes        o             No         o


 


If “No”, please answer Item (5)(b).


 


(b)           List below the
individual or individuals who exercise dispositive powers with respect to the
Securities:





Please note that the names of the persons listed in
(b) above will be included in the Shelf Registration Statement and related
Prospectus.


 


(6)           Relationships
with the Company:


 


Except as set forth below, neither the Selling Securityholder nor any
of its affiliates, officers, directors or principal equity holders (5% or more)
has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.


 


State any exceptions here:






 


(7)           Plan of
Distribution:


 


Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Registrable Securities listed above in Item (3) only
as follows (if at all):  Such Registrable
Securities may be sold from time to time directly by the undersigned Selling
Securityholder.  Such Registrable
Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices. 
Such sales may be effected in transactions (which may involve crosses or
block transactions) (i) on any national securities exchange or quotation
service on which the Registered Securities may be listed or quoted at the time
of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market,
or (iv) through the writing of options. 
In connection with sales of the Registrable Securities or otherwise, the
Selling Securityholder may enter into hedging transactions with broker-dealers,
which may in turn engage


 


A-5

















 


in short sales of the Registrable Securities in the course of hedging
the positions they assume.  The Selling
Securityholder may also sell Registrable Securities short and deliver Registrable
Securities to close out such short positions, or loan or pledge Registrable
Securities to broker-dealers that in turn may sell such securities.


 


State any exceptions here:







Note:  In no
event may such method(s) of distribution take the form of an underwritten
offering of Registrable Securities without the prior written agreement of the
Company.


 


(8)           Broker-Dealers:


 


The Commission requires that all Selling Securityholders that are
registered broker-dealers or affiliates of registered broker-dealers be so
identified in the Shelf Registration Statement. 
In addition, the Commission requires that all Selling Securityholders
that are registered broker-dealers be named as underwriters in the Shelf
Registration Statement and related Prospectus, even if they did not receive the
Registrable Securities as compensation for underwriting activities.


 


(a)           State whether
the undersigned Selling Securityholder is a registered broker-dealer:


 


Yes        o             No         o


 


(b)           If the answer
to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below
if applicable.  Your
answers to (i) and (ii) below, and (iii) below if applicable,
will be included in the Shelf Registration Statement and related Prospectus.


 


(i)            Were the
Securities acquired as compensation for underwriting activities?


 


Yes        o             No         o


If
you answered “Yes”, please provide a brief description of the transaction(s) in
which the Securities were acquired as compensation:


 


 


 


(ii)           Were the Securities acquired
for investment purposes?


 


Yes        o             No         o


 


(iii)          If you answered
“No” to both (i) and (ii), please explain the Selling Securityholder’s reason
for acquiring the Securities:


 


 


 


(c)           State whether
the undersigned Selling Securityholder is an affiliate of a registered
broker-dealer and, if so, list the name(s) of the broker-dealer
affiliate(s):


 


Yes        o             No         o


 


A-6

















 


 


(d)           If you answered
“Yes” to question (c) above:


(i)            Did the
undersigned Selling Securityholder purchase Registrable Securities in the
ordinary course of business?


 


Yes        o             No         o


 


If the answer is “No” to question (d)(i), provide a brief explanation
of the circumstances in which the Selling Securityholder acquired the
Registrable Securities:




 


 


(ii)           At the time of
the purchase of the Registrable Securities, did the undersigned Selling
Securityholder have any agreements, understandings or arrangements, directly or
indirectly, with any person to dispose of or distribute the Registrable
Securities?


 


Yes        o             No         o


 


If the answer is “Yes” to question (d)(ii), provide a brief explanation
of such agreements, understandings or arrangements:


 


 


 


If the answer is “No” to Item (8)(d)(i) or “Yes”
to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration
Statement and the related Prospectus.


 


(9)           Hedging and
short sales:


 


(a)           State whether
the undersigned Selling Securityholder has or will enter into “hedging
transactions” with respect to the Registrable Securities:


 


Yes        o             No         o


 


If “Yes”, provide below a complete description of the hedging
transactions into which the undersigned Selling Securityholder has entered or
will enter and the purpose of such hedging transactions, including the extent
to which such hedging transactions remain in place:


 


 


 


(b)           Set forth below
is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly
Available Interpretations regarding short selling:


 


“An issuer filed a Form S-3 registration statement for a secondary
offering of common 


 


A-7

















 


stock which is not yet effective. 
One of the selling shareholders wanted to do a short sale of common
stock “against the box” and cover the short sale with registered shares after
the effective date.  The issuer was
advised that the short sale could not be made before the registration statement
becomes effective, because the shares underlying the short sale are deemed to
be sold at the time such sale is made. 
There would, therefore, be a violation of Section 5 if the shares
were effectively sold prior to the effective date.”


 


By
returning this Notice and Questionnaire, the undersigned Selling Securityholder
will be deemed to be aware of the foregoing interpretation.


 


*     *     *     *     *


 


By signing below, the Selling Securityholder
acknowledges that it understands its obligation to comply, and agrees that it
will comply, with the provisions of the Exchange Act, particularly Regulation M
(or any successor rule or regulation).


 


The Selling Securityholder hereby
acknowledges its obligations under the Registration Rights Agreement to
indemnify and hold harmless the Company and certain other persons as set forth
in the Registration Rights Agreement.


 


In the event that the Selling Securityholder
transfers all or any portion of the Registrable Securities listed in Item (3) above
after the date on which such information is provided to the Company, the
Selling Securityholder agrees to notify the transferee(s) at the time of
the transfer of its rights and obligations under this Notice and Questionnaire
and the Registration Rights Agreement.


 


By signing below, the Selling Securityholder
consents to the disclosure of the information contained herein in its answers
to Items (1) through (9) above and the inclusion of such information
in the Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands that
such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.


 


In accordance with the Selling Securityholder’s
obligation under Section 3(d) of the Registration Rights Agreement to
provide such information as may be required by law for inclusion in the Shelf
Registration Statement, the Selling Securityholder agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein
which may occur subsequent to the date hereof at any time while the Shelf
Registration Statement remains in effect and to provide such additional information
that the Company may reasonably request regarding such Selling Securityholder
and the intended method of distribution of Registrable Securities in order to
comply with the Securities Act.  Except
as otherwise provided in the Registration Rights Agreement, all notices
hereunder and pursuant to the Registration Rights Agreement shall be made in
writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:


 


	
  (i)

  	
  To
  the Company:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


A-8

















 


	
  (ii)

  	
  With
  a copy to:

  



 


 


 


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company’s counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above.  This Notice and Questionnaire shall be
governed in all respects by the laws of the State of New York.


 


A-9

















 


IN WITNESS WHEREOF, the undersigned, by
authority duly given, has caused this Notice and Questionnaire to be executed
and delivered either in person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  	
   

  
	
   

  	
  (Print/type
  full legal name of beneficial owner of Registrable Securities)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


PLEASE RETURN THE COMPLETED AND EXECUTED
NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE
FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:


 


 


 


 


A-10

















 


Exhibit B


 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 


U.S.
Bank National Association


Clean
Harbors, Inc.


c/o
U.S. Bank National Association


[Address
of Trustee]


 


Attention: 
Trust Officer


 


	
  Re:

  	
  Clean
  Harbors, Inc. (the “Company”)

  
	
   

  	
  75/8% Senior Secured Notes due
  2016

  



 


Dear
Sirs:


 


Please be advised that                                has
transferred $                                     aggregate
principal amount of the above-referenced Notes pursuant to an effective Registration
Statement on Form [      ]
(File No. 333-        ) filed by
the Company.


 


We hereby certify that the prospectus
delivery requirements, if any, of the Securities Act of 1933, as amended, have
been satisfied and that the above-named beneficial owner of the Notes is named
as a “Selling Holder” in the Prospectus dated [date]
or in supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner’s name.


 


Dated:


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)

  



 


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