Exhibit 4.21
AMENDMENT OF SECURITIES PURCHASE AGREEMENT
WHEREAS, CLEAN HARBORS, INC., a Massachusetts corporation (the "Company"), is
party to a Securities Purchase Agreement dated as of April 12, 2001 (the
"Purchase Agreement") among the Company and the institutional investors
identified on Annex I to the Purchase Agreement (collectively, the
"Purchasers"), pursuant to which the Company sold on April 30, 2001 (the
"Closing Date"), $35,000,000 in aggregate original principal amount of the
Company's 16% Senior Subordinated Notes due 2008 (the "Notes"), with detachable
warrants entitling the holders to purchase, in the aggregate, 1,519,020 shares
of common stock, $.01 par value of the Company at the time of issue;
WHEREAS, Section 1.3 (ii) of the Purchase Agreement provides certain terms for
the payment by the Company of accrued interest on the Notes, and the Company and
the Purchasers wish to amend said Section 1.3 (ii) as described below;
NOW, THEREFORE, the Company and the Purchasers do hereby agree as follows:
1. Section 1.3 (ii) of the Purchase Agreement is hereby amended to read
as follows:
(ii) Interest Payments. Interest on each Note shall be payable semi-
annually in arrears on October 30th and April 30th of each year (each, an
"Interest Payment Date"), commencing on the first of such dates to follow the
Closing Date, and upon any prepayment or repayment of such Note. Interest shall
be paid as follows:
(a) on each Interest Payment Date through the Interest Payment Date
occurring on April 30, 2006 (except for the Interest Payment Dates
occurring on April 30, 2002, and October 30, 2002, on which all accrued
interest shall be paid in cash) (1) interest accrued on the Notes since
the last Interest Payment Date at an annual rate of 14% shall be paid in
cash and (2) interest in excess thereof accrued on the Notes since the
last Interest Payment Date shall be compounded, shall be added to and from
thereafter shall be deemed to be principal amount outstanding of such note
and shall itself bear interest as provided in clause (i) of this Section
1.3 or, at the election of the Company given by irrevocable written notice
at least 30 days, and not more than 60 days, prior to an Interest Payment
Date, shall be paid in cash;
(b) on each Interest Payment Date after April 30, 2006, all then
accrued interest on each Note shall be due and payable in cash; and
(c) upon any date on which principal is prepaid or repaid, all
accrued interest on the principal amount being prepaid or repaid shall be
due and payable in cash.
2. Except as specified above with respect to Section 1.03 (ii), the
provisions of the Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment to Securities Purchase Agreement is executed
as an instrument under seal to be effective as of December 26, 2001.
COMPANY: CLEAN HARBORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Vice President
PURCHASERS: XXXX XXXXXXX LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx X. XxXxxxxxx
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Name: Xxxxxxxx X. XxXxxxxxx
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Title: Director
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XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx X. XxXxxxxxx
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Name: Xxxxxxxx X. XxXxxxxxx
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Title: Director
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SIGNATURE 4 LIMITED
By: Xxxx Xxxxxxx Life Insurance Company, as Portfolio Advisor
By: /s/ Xxxxxxxx X. XxXxxxxxx
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Name: Xxxxxxxx X. XxXxxxxxx
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Title: Director
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SIGNATURE 5 L.P.
By: Xxxx Xxxxxxx Life Insurance Company, as Portfolio Advisor
By: /s/ Xxxxxxxx X. XxXxxxxxx
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Name: Xxxxxxxx X. XxXxxxxxx
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Title: Director
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SPECIAL VALUE BOND FUND, LLC
By: SVIM/MSM, LLC
as Manager
By: TENNEBAUM & CO., LLC
as Managing Member of the Manager
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxxx
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Title:Principal
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ARROW INVESTMENT PARTNERS
By: Grandview Capital Management, LLC,
Investment Manager
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
XXXX AND XXXXXXX XXXXX FOUNDATION
By: Grandview Capital Management, LLC,
Investment Manager
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
