Exhibit 4.28E


AMENDMENT NO. 2


AMENDMENT NO. 2 (this “Amendment”),
dated as of July 20, 2006, to the Amended and Restated Loan and Security
Agreement, dated as of December 1, 2005 (as amended and in effect from time to
time, the “Loan Agreement”; capitalized terms
used herein and not defined herein shall have the meaning set forth in the Loan
Agreement) by and among Credit Suisse, as administrative agent for the LC
Facility, Bank of America, N.A., as administrative agent for the Revolving
Facility and syndication agent for the LC Facility, Banc of America Securities
LLC (“BAS”), as sole arranger under the
Revolving Facility, Credit Suisse, as sole bookrunner under the LC Facility,
Credit Suisse and BAS, as joint lead arrangers under the LC Facility, Clean Harbors,
Inc., a Massachusetts corporation (“Parent”), the
Canadian Borrowers, and each of the other Subsidiaries of Parent from time to
time a party thereto (each such Subsidiary, together with Parent and Canadian
Borrowers, a “Credit Party” and, collectively, “Credit Parties”).


W I T
N E S S E T H:


WHEREAS, subsection 11.3 of the Loan Agreement permits
the Loan Agreement to be amended from time to time;


WHEREAS, the Loan Agreement is being amended at the
request of the Borrowers;


NOW, THEREFORE, in consideration of the foregoing, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


Section 1.               Amendments.


(a)           The
following defined terms shall be added to Section 1 of the Loan Agreement:


“Amendment No. 2”
shall mean Amendment No. 2 to this Agreement, dated as of July 20, 2006.


“Amendment No. 2
Effective Date” shall mean the first Business Day on which all
conditions precedent set forth in Section 3 of Amendment No. 2 are satisfied.









 



 


(b)           Section
2.4(g) shall be amended by replacing the reference to “$50,000,000” therein
with “$60,000,000”.


(c)           Section
9.20 of the Loan Agreement is hereby amended by deleting Section 9.20 in its
entirety and replacing it with the following:


Limitation on Capital Expenditures.  Credit Parties shall not permit the aggregate
amount of Capital Expenditures made in any period set forth below, to exceed
the amount set forth opposite such period below:




	
  Period

  	
   

  	
  Amount (in millions)

  
	
  January 1, 2006—
  December 31, 2006

  	
   

  	
  $35,000,000

  
	
  January 1, 2007—
  December 31, 2007

  	
   

  	
  $40,000,000

  
	
  January 1, 2008—
  December 31, 2008

  	
   

  	
  $42,000,000

  
	
  January 1, 2009—
  December 31, 2009

  	
   

  	
  $44,000,000

  
	
  January 1, 2010—
  December 1, 2010

  	
   

  	
  $46,000,000

  






 


provided, however, that (x) if the aggregate amount of Capital
Expenditures made in any fiscal year shall be less than the maximum amount of
Capital Expenditures permitted under this Section 9.20 for such fiscal
year (before giving effect to any carryover), then an amount of such shortfall
not exceeding 50% of such maximum amount (without giving effect to
clause (y) below) may be added to the amount of Capital Expenditures
permitted under this Section 9.20 for the immediately succeeding (but not
any other) fiscal year, and (y) in determining whether any amount is
available for carryover, the amount expended in any fiscal year shall first be
deemed to be from the amount allocated to such fiscal year (before giving
effect to any carryover).


Section 2.               Acknowledgment of Resignation
and Appointment of Canadian Collateral Agent.  (a) Pursuant to Section 13.10 of the
Loan Agreement, BABC Global Finance, Inc. (“BABC”),
in its capacity as Canadian Collateral Agent, hereby gives notice to the Credit
Parties, the Agents and the Lenders that BABC intends to resign as Canadian
Collateral Agent on or prior to January 31, 2007.   The Revolving Administrative Agent and each
Majority Revolving Lender hereby appoints Bank of America, N.A., Canada Branch
(“Bank of America Canada Branch”) as
successor Canadian Collateral Agent concurrently with the resignation of BABC
as resigning Canadian Collateral Agent. 
Each Credit Party hereby acknowledges and affirms that, irrespective of
the date of appointment of Bank of America Canada Branch as successor Canadian
Collateral Agent, Bank of America Canada Branch, as successor Canadian Collateral
Agent, is acceptable to the Credit Parties. 
The Revolving Administrative Agent, each Majority Revolving Lender and
each Credit Party acknowledges and agrees that no further written 









 



consent shall be required of such Person to effect the
appointment of Bank of America Canada Branch as successor Canadian Collateral
Agent irrespective of the date of such appointment.


(b)           BABC
hereby acknowledges and agrees that, upon the resignation of BABC as Canadian
Collateral Agent, BABC shall have no further rights, powers, privileges or
duties as Canadian Collateral Agent under the Loan Agreement and the other
Financing Agreements, except such rights, powers, privileges or duties which
explicitly survive the Canadian Collateral Agent’s resignation and the
termination of the Loan Agreement and the other Financing Agreements.  The Revolving Administrative Agent, each
Majority Revolving Lender and each Credit Party acknowledges and agrees that
(i) upon the resignation of BABC as Canadian Collateral Agent, BABC shall have
no further rights, powers, privileges or duties as Canadian Collateral Agent
under the Loan Agreement and the other Financing Agreements, except such
rights, powers, privileges or duties which explicitly survive the Canadian
Collateral Agent’s resignation and the termination of the Loan Agreement and
the other Financing Agreements and (ii) concurrently with the appointment of
Bank of America Canada Branch as successor Canadian Collateral Agent, Bank of
America Canada Branch shall be conferred with all rights, powers, privileges
and duties as successor Canadian Collateral Agent under the Loan Agreement and
the other Financing Agreements.


(c)           Each
Credit Party, Agent and Lender hereby waives the notice provisions of Section
13.10 of the Loan Agreement with respect to the transactions described in this
Section 2.


(d)           Each
Credit Party covenants and agrees to take such acts, at its expense, at the request
of the Canadian Collateral Agent, as may be necessary or proper to evidence the
appointment of Bank of America Canada Branch as successor Canadian Collateral
Agent, and to maintain the perfection of the security interests and priority
thereof in the Collateral in the name of the successor Canadian Collateral
Agent’s name to effect the provisions and purposes of the Loan Agreement and
the other Financing Agreements as provided under the Loan Agreement and the
other Financing Agreements, including, without limitation, Section 9.24 of the
Loan Agreement.


(e)           The
Revolving Administrative Agent hereby agrees to provide written notice to the
Agents and the Lenders of the resignation of BABC as Canadian Collateral Agent.


Section 3.               Conditions to Effectiveness.  This Amendment shall become effective as of
the date (the “Amendment No. 2 Effective Date”)
when, and only when the Administrative Agents shall have received counterparts
of this Amendment executed by each Credit Party, the Administrative Agents and
a number of Lenders sufficient to constitute the Majority Lenders.  The effectiveness of this Amendment (other
than Sections Five, Six and Seven hereof) is conditioned upon the accuracy of
the representations and warranties set forth in Section Three hereof.









 



 


Section 4.               Representations and Warranties.  In order to induce the Lenders and the
Administrative Agents to enter into this Amendment, Borrowers represent and warrant
to each of the Lenders and the Administrative Agents that after giving effect
to this Amendment, (a) no Default or Event of Default exists or has
occurred and is continuing; (b) after giving effect to this Amendment, no
Default or Event of Default will exist or will have occurred and be continuing;
and (c) all of the representations and warranties in the Loan Agreement are
true and complete in all material respects on and as of the date hereof as if
made on the date hereof (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date).


Section 5.               Reference to and Effect on the
Loan Agreement.  On and after the
Amendment No. 2 Effective Date, each reference in the Loan Agreement, to “this
Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan
Agreement, respectively, and in each of the Financing Agreements to “the Loan
Agreement,” “thereunder,” “thereof” or words of like import referring to the
Loan Agreement shall mean and be a reference to the Loan Agreement as amended
by this Amendment.  The Loan Agreement
and each other Financing Agreement, as specifically amended by this Amendment,
are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed.  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or any Agent under any of the Financing Agreements, nor constitute a
waiver of any provision of any of the Financing Agreements.


Section 6.               Costs, Expenses and Taxes.  Borrowers agree to pay all reasonable costs
and expenses of the Administrative Agents in connection with the preparation,
execution and delivery of this Amendment and the other instruments and
documents to be delivered hereunder, if any, in accordance with the terms of
the Loan Agreement.


Section 7.               Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery
of a manually executed counterpart of this Amendment.


Section 8.               Governing Law.  THIS AMENDMENT SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW).


[Signature Pages
Follow]









 



 


	
  

  	
   

  	
  CREDIT PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 OF BALTIMORE, INC.

  
	
   

  	
   

  	
  CLEAN
  HARBORS BATON ROUGE, LLC

  
	
   

  	
   

  	
  CLEAN
  HARBORS BDT, LLC

  
	
   

  	
   

  	
  CLEAN
  HARBORS BUTTONWILLOW, LLC

  
	
   

  	
   

  	
  CLEAN
  HARBORS CHATTANOOGA, LLC

  
	
   

  	
   

  	
  CLEAN
  HARBORS COFFEYVILLE, LLC

  
	
   

  	
   

  	
  CLEAN
  HARBORS COLFAX, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS
  DEER PARK, L.P.

  
	
   

  	
   

  	
  CLEAN
  HARBORS DEER TRAIL, LLC

  
	
   

  	
   

  	
  CLEAN
  HARBORS 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 LAUREL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen Moynihan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 









 



 


	
  

  	
   

  	
  CLEAN HARBORS LONE MOUNTAIN,
  LLC

  
	
   

  	
   

  	
  CLEAN HARBORS LONE STAR CORP.

  
	
   

  	
   

  	
  CLEAN HARBORS LOS ANGELES, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS (MEXICO), INC.

  
	
   

  	
   

  	
  CLEAN HARBORS OF TEXAS, LLC

  
	
   

  	
   

  	
  CLEAN HARBORS PECATONICA, LLC

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  Moynihan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  



 









 



 


	
  

  	
   

  	
  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.

  
	
   

  	
   

  	
  CH
  CANADA HOLDINGS CORP.

  
	
   

  	
   

  	
  CH
  CANADA GP, INC.

  
	
   

  	
   

  	
  CLEAN
  HARBORS CANADA LP

  
	
   

  	
   

  	
  CLEAN
  HARBORS CANADA, INC.

  
	
   

  	
   

  	
  CLEAN
  HARBORS QUEBEC, INC.

  
	
   

  	
   

  	
  CLEAN
  HARBORS MERCIER, INC.

  
	
   

  	
   

  	
  510127
  N.B. INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  Moynihan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  



 









 



 


REVOLVING
ADMINISTRATIVE AGENT,


ACCOUNTS COLLATERAL AGENT
AND


US REVOLVING LENDER


 


	
  BANK OF AMERICA, N.A.,

  	
   

  	
   

  
	
  Individually and as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Christopher O’Halloran

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  	
   

  



 









 



 


CANADIAN COLLATERAL
AGENT


AND CANADIAN LENDER


 


	
  BABC GLOBAL FINANCE, INC.,

  	
   

  	
   

  
	
  Individually and as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ C. Barry

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  	
   

  



 









 



 


LC FACILITY
ADMINISTRATIVE AGENT


AND LC FACILITY
COLLATERAL AGENT


 


	
  CREDIT SUISSE,

  	
   

  	
   

  
	
  Cayman Islands branch

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Phillip Ho

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Karim Blasetti

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Associate

  	
   

  	
   

  



 









 



 


AS AN LC FACILITY LENDER


	
  CREDIT SUISSE,

  	
   

  	
   

  
	
  Cayman Islands branch

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Phillip Ho

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Karim Blasetti

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Associate