Exhibit 4.28C


 


REVOLVING LOAN NOTE


 


	
  $70,000,000.00

  	
   

  	
   

  
	
  December 1, 2005

  	
   

  	
  New York,
  New York

  



 


FOR
VALUE RECEIVED, Borrowers (as defined below), promises to pay Bank of America, N.A. (“Payee”) or its registered assigns, on or
before the Maturity Date (as defined in
the Loan Agreement), the lesser of (a) SEVENTY MILLION DOLLARS ($70,000,000) and (b) the unpaid
principal amount of all advances made by Payee to Borrowers as Revolving Loans
under the Loan Agreement referred to below.


 


Borrowers also
promise to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times provided in that
certain Amended and Restated Loan and Security Agreement, dated as of December 1,
2005 (as amended, supplemented, waived or otherwise modified from time to time,
the “Loan Agreement”), among Clean Harbors, Inc.
and the other borrowers listed on the signature page hereof (the “Borrowers”), Credit Suisse (“Credit
Suisse”), as administrative agent for the LC Facility, and collateral
agent for the LC Facility, Bank of America, N.A., (“BANA”),
as administrative agent for the Revolving Facility, (in such capacity, the “Revolving Facility Administrative Agent”), collateral agent
for the Revolving Facility and sole arranger and bookrunner for the Revolving
Facility, BANA, as syndication agent for the LC Facility, Credit Suisse and
Banc of America Securities LLC, as joint lead arrangers under the LC Facility
and Credit Suisse as sole bookrunner under the LC Facility.


 


This Note is one
of the “Revolving Loan Notes” provided for in the Loan Agreement and is issued
pursuant to and entitled to the benefits of the Loan Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Loans evidenced hereby were made and are
to be repaid.


 


All payments
of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of
Revolving Facility Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the Loan
Agreement.  Unless and until an
Assignment and Acceptance effecting the assignment or transfer of the
obligations evidenced hereby shall have been accepted by Revolving Facility
Administrative Agent and recorded in the Revolving Register as provided in the
Loan Agreement, Borrowers, each Agent and Lenders shall be entitled to deem and
treat Payee as the owner and holder of this Note and the obligations evidenced
hereby.  Payee hereby agrees, by its
acceptance hereof, that before disposing of this Note or any part hereof it
will make a notation hereon of all principal payments previously made hereunder
and of the date to which interest hereon has been paid; provided, the failure
to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Borrowers hereunder with respect to
payments of principal of or interest on this Note.


 


THIS NOTE AND
THE RIGHTS AND OBLIGATIONS OF BORROWERS AND PAYEE HEREUNDER SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.


 


Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount
of this Note, together with all accrued and unpaid interest thereon, may
become, or may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Loan Agreement.


 


The terms of
this Note are subject to amendment only in the manner provided in the Loan
Agreement.


 


No reference
herein to the Loan Agreement and no provision of this Note or the Loan
Agreement shall alter or impair the obligations of Borrowers, which are
absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.


 


Borrowers
promise to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Loan Agreement, incurred in the collection and
enforcement of this Note.  Borrowers and
any endorsers of this Note hereby consent to renewals and extensions of time at
or after the maturity hereof, without notice, and hereby


 





















 


waive
diligence, presentment, protest, demand notice of every kind and, to the full
extent permitted by law, the right to plead any statute of limitations as a
defense to any demand hereunder.


 





















 


IN
WITNESS WHEREOF, Borrowers have caused this Note to be
duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.


 


CLEAN
HARBORS, INC.


ALTAIR
DISPOSAL SERVICES, LLC


BATON
ROUGE DISPOSAL, LLC


BRIDGEPORT
DISPOSAL, LLC


CH
INTERNATIONAL HOLDINGS, INC.


CLEAN
HARBORS ANDOVER, LLC


CLEAN
HARBORS ANTIOCH, LLC


CLEAN
HARBORS ARAGONITE, LLC


CLEAN
HARBORS ARIZONA, LLC


CLEAN
HARBORS BATON ROUGE, LLC


CLEAN
HARBORS BDT, LLC


CLEAN
HARBORS BUTTONWILLOW, LLC


CLEAN
HARBORS CHATTANOOGA, LLC


CLEAN
HARBORS COFFEYVILLE, LLC


CLEAN
HARBORS COLFAX, LLC


CLEAN
HARBORS DEER PARK, L.P.


CLEAN
HARBORS DEER TRAIL, LLC


CLEAN
HARBORS DISPOSAL SERVICES, INC.


CLEAN
HARBORS FINANCIAL SERVICES

COMPANY


CLEAN HARBORS FLORIDA, LLC


CLEAN HARBORS GRASSY MOUNTAIN, LLC


CLEAN HARBORS KANSAS, LLC

CLEAN HARBORS LAPORTE, L.P.

CLEAN HARBORS LONE MOUNTAIN, LLC

CLEAN HARBORS LONE STAR CORP.

CLEAN HARBORS LOS ANGELES, LLC

CLEAN HARBORS OF TEXAS, LLC

CLEAN HARBORS PECATONICA, LLC

CLEAN HARBORS PLAQUEMINE, LLC

CLEAN HARBORS PPM, LLC

CLEAN HARBORS REIDSVILLE, LLC

CLEAN HARBORS SAN JOSE, LLC

CLEAN HARBORS TENNESSEE, LLC


CLEAN HARBORS WESTMORLAND, LLC

CLEAN HARBORS WHITE CASTLE, LLC

CROWLEY DISPOSAL, LLC

DISPOSAL PROPERTIES, LLC

GSX DISPOSAL, LLC

HARBOR MANAGEMENT CONSULTANTS, INC.

HARBOR INDUSTRIAL SERVICES TEXAS, L.P.

HILLIARD DISPOSAL, LLC


NORTHEAST CASUALTY
REAL PROPERTY, LLC


ROEBUCK
DISPOSAL, LLC


SAWYER
DISPOSAL SERVICES, LLC


SERVICE
CHEMICAL, LLC


TULSA
DISPOSAL, LLC


CLEAN
HARBORS ENVIRONMENTAL SERVICES,

INC


CLEAN
HARBORS OF BRAINTREE, INC.


CLEAN
HARBORS OF NATICK, INC.


CLEAN
HARBORS SERVICES, INC.


MURPHY’S
WASTE OIL SERVICE, INC.


 





















 


CLEAN
HARBORS KINGSTON FACILITY

CORPORATION


CLEAN
HARBORS OF CONNECTICUT, INC.


SPRING
GROVE RESOURCE RECOVERY, INC.


 


 


	
   

  	
  By:

  	
    
  /s/ Stephen Moynihan

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Stephen Moynihan

  
	
   

  	
   

  	
   Title:

  	
  Vice President

  
						



 





















 


	
  TRANSACTIONS
  ON

  REVOLVING LOAN NOTE

  



 


	
  Date

  	
   

  	
  Amount of Loan

  Made This Date

  	
   

  	
  Amount of Principal

  Paid This Date

  	
   

  	
  Outstanding Principal

  Balance This Date

  	
   

  	
  Notation

  Made By