THIRD AMENDMENT TO FINANCING AGREEMENT



 Exhibit 4.25C 
  
 THIRD AMENDMENT TO 
 FINANCING AGREEMENT 
  
 THIS THIRD
AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is entered into as of October 31, 2003, by and among Clean Harbors, Inc., a Massachusetts corporation (the ”Parent”), each subsidiary of the Parent listed as a
“Borrower” on the signature pages to the Financing Agreement (together with the Parent, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a
“Guarantor” on the signature pages to the Financing Agreement (each a “Guarantor” and collectively, the “Guarantors”; together with the Borrowers, the “Loan Parties”), the financial
institutions from time to time party to the Financing Agreement (each a “Lender” and collectively, the “Lenders”), and Ableco Finance LLC, a Delaware limited liability company (“Ableco”), as agent
for the Lenders (in such capacity, the “Agent”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Loan Parties, the
Lenders and the Agent are parties to a Financing Agreement, dated as of September 6, 2002 (as amended, modified or supplemented from time to time, the “Financing Agreement”), pursuant to which the Lenders have made certain terms
loans to the Borrowers in an aggregate principal amount at any time not to exceed the aggregate amount of the Commitments (as defined in the Financing Agreement) set forth therein; 
  
 WHEREAS, the Loan Parties, the Lenders and the Agent desire to amend certain terms and provisions of the Financing Agreement
as set forth herein; 
  
 WHEREAS, the Agent and the Lenders are
willing to amend the Financing Agreement to provide for such amendments, subject to the execution and delivery of this Amendment by the Loan Parties; and 
  
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements and conditions hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  
 1.    Capitalized Terms. All capitalized terms used in this Amendment and not otherwise defined shall have their respective
meanings set forth in the Financing Agreement. 
  
 2.    Fixed Charge Coverage Ratio. The definition of the term “Fixed Charge Coverage Ratio” set forth in Section 1.01 of the Financing Agreement is hereby amended by inserting the following proviso at
the end of clause (ii)(E) thereof: 
  
 “,
provided that for the purposes of this clause (E), for the fiscal quarters ending on each of September 30, 2003, December 31, 2003, March 31, 2004 and June 30, 2004, Capital Expenditures shall exclude any amounts resulting from the reallocation of
certain accounts relating to purchase accounting entries and accruals on the statement of cash flows of the Parent and its Subsidiaries for the six-month period ending on June 30, 2003 pursuant to which such accounts were netted from fixed asset









 
accounts and, provided, further, that such reallocations shall have no impact on the balance sheet or the statement of operations of the Parent and its
Subsidiaries for any period.” 
  
 3.    Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Agent, of the following conditions precedent (the first date upon which all
such conditions shall have been satisfied being herein called the “Amendment Effective Date”): 
  
 (a) The representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing
delivered on or on behalf of any Loan Party to the Agent or any Lender pursuant to the Financing Agreement or any other Loan Document on or prior to the Amendment Effective Date are true and correct on and as of such date as though made on and as of
such date, and hereof, no Default or Event of Default has occurred and is continuing on the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. 
  
 (b) The Agent shall have received on or before the Amendment Effective Date
counterparts to this Amendment signed by each of the Loan Parties, the Lenders and the Agent, in form and substance satisfactory to the Agent and dated the Amendment Effective Date. 
  
 (c) All legal matters incident to this Amendment shall be satisfactory to the Agent and its counsel. 
  
 4.    Representations and Warranties. Each Loan
Party that is a party to the Financing Agreement hereby represents and warrants to the Agent and the Lenders as follows: 
  
 (a) Representations and Warranties; No Event of Default. The representations and warranties herein, in Article VI of the Financing Agreement and in
each other Loan Document, certificate or other writing delivered on or on behalf of any Loan Party to the Agent or any Lender pursuant to the Financing Agreement or any other Loan Document on or prior to the Amendment Effective Date are true and
correct on and as of such date as though made on and as of such date, and no Default or Event of Default has occurred and is continuing as of the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its
terms. 
  
 (b) Organization, Good Standing, Etc. Each Loan
Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct
its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do
business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified and in
good standing could not reasonably be expected to have a Material Adverse Effect. 
  

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 (c) Authorization, Etc. The execution, delivery and performance of this Amendment and each other
Loan Document being executed in connection with this Amendment by each Loan Party that is a party thereto, and the performance of the Financing Agreement as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will
not contravene such Loan Party’s charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any Transaction Document, any Material
Contract or any other contractual restriction binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to
any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its
properties. 
  
 (d) Governmental Approvals. No
authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this Amendment or any other Loan Document to
which it is a party being executed in connection with this Amendment, or for the performance of the Financing Agreement, as amended hereby. 
  
 (e) Enforceability of Loan Documents. Each of this Amendment, the Financing Agreement, as amended hereby, and each other Loan Document to which
such Loan Party is a party is a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws. 
  
 5.    Continued
Effectiveness of Financing Agreement. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects
except that on and after the Amendment Effective Date all references in any such Loan Document to “the Financing Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the
Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent, or to grant to the Agent, a Lien on any
collateral as security for the Obligations of the Borrowers from time to time existing in respect of the Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of a Lien is hereby ratified and confirmed in all respects.

  
 6.    Miscellaneous. 
  
 (a) This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. 
  
 (b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose. 
  

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 (c) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New
York. 
  
 (d) Each Loan Party hereby acknowledges and agrees that
this Amendment constitutes a “Loan Document” under the Financing Agreement. Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by a Loan Party under or in connection with
this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) a Loan Party shall fail to perform or observe any term, covenant or agreement contained in this Amendment. 
  
 (e) Notwithstanding anything to the contrary, except as specifically provided
herein, this Amendment is not, and shall not be deemed to be, a waiver of, or a consent to any Event of Default, event with which the giving of notice or lapse of time or both may result in an Event of Default, or other noncompliance now existing or
hereafter arising under the Financing Agreement and the other Loan Documents. 
  
 7.    The Borrowers will pay on demand all reasonable out-of-pocket costs and expenses of the Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees, disbursements and other charges of Schulte Roth & Zabel LLP, counsel to the Agent. 
  
 8.    THE LOAN PARTIES, THE AGENT AND THE LENDERS EACH HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE AGENT OR THE LENDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  
 BORROWERS: 
 CLEAN HARBORS, INC. 
 ALTAIR DISPOSAL SERVICES, LLC 
 BATON ROUGE DISPOSAL, LLC 
 BRIDGEPORT DISPOSAL, LLC 
 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 
 CHEMICAL SALES, 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 
 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 INDUSTRIAL SERVICES TEXAS, L.P. 
 HILLIARD DISPOSAL, LLC 
 ROEBUCK DISPOSAL, LLC 
 SAWYER DISPOSAL SERVICES, 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. 
 HARBOR MANAGEMENT CONSULTANTS, INC. 
 SPRING GROVE RESOURCE RECOVERY, INC. 
  
  
  
 By:
                                        
                                        
          
       Name: Stephen H. Moynihan

       Title: Senior Vice President 
  
  
 GUARANTOR: 
 CLEAN HARBORS OF BALTIMORE, INC. 
  
 By:
                                        
                                        
          
       Name: Stephen H. Moynihan

       Title: Senior Vice President 







 AGENT AND LENDER: 
 ABLECO FINANCE LLC (on behalf of itself and its affiliate assigns) 
  
 By:
                                        
                                        
          
       Name: 
       Title: 







 LENDERS: 
 OAK HILL SECURITIES FUND, L.P. 
  
 By: Oak Hill Securities GenPar, L.P., its general partner 
  
 By: Oak Hill Securities MGP, Inc., its general partner 
  
 By:
                                        
                                        
          
       Name: 
       Title: 
  
  
 OAK HILL SECURITIES FUND II, L.P. 
  
 By: Oak Hill Securities GenPar II, L.P., its general
partner 
  
 By: Oak Hill Securities MGP II,
Inc., its general partner 
  
 By:
                                        
                                        
          
       Name: 
       Title: 
  
  
 LERNER ENTERPRISES, L.P.: 
  
 By: Oak Hill Asset Management, Inc., as advisor and

         attorney-in-fact to Lerner Enterprises, L.P. 
  
 By:
                                        
                                        
          
       Name: 
       Title: 
  
  
 P&PK FAMILY LTD. PARTNERSHIP: 
  
 By: Oak Hill Asset Management, Inc., as advisor advisor and

         attorney-in-fact to P&PK Family Ltd. Partnership 
  
 By:
                                        
                                        
          
       Name: 
       Title: 
  







 CARDINAL INVESTMENT PARTNERS I, L.P.: 
  
 By: Oak Hill Advisors, L.P., as advisor and
attorney-in-fact to 
         Cardinal Investment Partners I, L.P. 
  
 By: Oak Hill Advisors MGP, Inc., its general partner

  
 By:
                                        
                                        
          
       Name: 
       Title: 







 DENALI CAPITAL II CLO, LTD. 
  
 By: Denali Capital LLC, managing member of DC Funding

         Partners, portfolio manager for DENALI CAPITAL CLO II, 
         LTD., or an affiliate 
  
 By:
                                        
                                        
          
       Name: 
       Title: 
  
  
 DENALI CAPITAL I CLO, LTD. 
  
 By: Denali Capital LLC, managing member of DC Funding

         Partners, portfolio manager for DENALI CAPITAL CLO I, 
         LTD., or an affiliate 
  
 By:
                                        
                                        
          
       Name: 
       Title: 







 REGIMENT CAPITAL II, L.P. 
  
 By: Regiment Capital Management, L.L.C., its general
partner 
  
 By: Regiment Capital Advisors,
L.L.C., its manager 
  
 By:
                                        
                                        
          
       Name: 
       Title: 







 GLENEAGLES TRADING LLC 
  
 By:
                                        
                                        
          
       Name: 
       Title: 
  
  
 KZH HIGHLAND-2 LLC 
  
 By:
                                        
                                        
          
       Name: 
       Title: 
  
  
 CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM

  
 By: Highland Capital Management, L.P.

         as Authorized Representatives of the Board 
  
 By:
                                        
                                        
          
       Name: 
       Title: