Exhibit 4.33C


 


SUPPLEMENT NO. 1 dated as of December 31, 2009,
to the Security Agreement dated as of  July 31,
2009, among CLEAN HARBORS, INC., a Massachusetts corporation (the “Company”), each of the subsidiaries of the
Company listed on Annex A thereto or that becomes a party hereto pursuant to Section 8.13
thereof (each such subsidiary being a “Subsidiary Grantor” and, collectively,
the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are
referred to collectively as the “Grantors”),
and BANK OF AMERICA, N.A., as collateral agent (the “Administrative Agent”), pursuant to
that certain Second Amended and Restated Credit Agreement, dated as of July 31,
2009 (as amended, restated, supplemented or modified from time to time, the “Credit
Agreement”) among the Company, the lenders from time to time party thereto
(the “Lenders”), and Bank of America, N.A., as administrative agent (the
“Administrative Agent”) on behalf of the Secured Parties and as Swing
Line Lender and L/C Issuer (each as defined in the Credit Agreement).


 


A.            Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Security Agreement.


 


B.            The Grantors have entered into the
Security Agreement in order to induce the Lenders to make Loans and the L/C
Issuer to issue Letters of Credit.


 


C.            Section 6.12 of the Credit
Agreement and Section 8.13 of the Security Agreement provide that each
Subsidiary of the Company that is required to become a party to the Security
Agreement pursuant to Section 6.12 of the Credit Agreement shall become a
Grantor, with the same force and effect as if originally named as a Grantor
therein, for all purposes of the Security Agreement upon execution and delivery
by such Subsidiary of an instrument in the form of this Supplement. Each
undersigned Subsidiary (each a “New Grantor”) is executing this Supplement
in accordance with the requirements of the Security Agreement to become a
Subsidiary Grantor under the Security Agreement as consideration for the
Lenders making of Loans and the L/C Issuer issuing Letters of Credit.


 


Accordingly,
the Administrative Agent and the New Grantors agree as follows:


 


SECTION 1.  In accordance with subsection 8.13 of the
Security Agreement, each New Grantor by its signature below becomes a Grantor
under the Security Agreement with the same force and effect as if originally
named therein as a Grantor and each New Grantor hereby (a) agrees to all
the terms and provisions of the Security Agreement applicable to it as a
Grantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor thereunder are true and
correct on and as of the date hereof. In furtherance of the foregoing, each New
Grantor, as security for the payment and performance in full of the
Obligations, does hereby bargain, sell, convey, assign, set over, mortgage,
pledge, hypothecate and transfer to the Administrative Agent, for the benefit
of the Secured Parties, and hereby grants to the Administrative Agent, for the
benefit of the Secured Parties, a security interest in all of the Collateral of
such New Grantor, in each case whether now or hereafter existing or in which it
now has or hereafter acquires an interest. Each reference to a “Grantor” in the
Security Agreement shall be deemed to include each New Grantor. The Security
Agreement is hereby incorporated herein by reference.


 

















 


SECTION 2.  Each New Grantor represents and warrants to
the Administrative Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.


 


SECTION 3.  This Supplement may be executed by one or
more of the parties to this Supplement on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Supplement signed by all the parties
shall be lodged with the Administrative Agent and the Company. This Supplement
shall become effective as to each New Grantor when the Administrative Agent
shall have received counterparts of this Supplement that, when taken together,
bear the signatures of such New Grantor and the Administrative Agent.


 


SECTION 4.  Each New Grantor hereby represents and
warrants that (a) set forth on Schedule I attached hereto is (i) the
legal name of such New Grantor, (ii) the jurisdiction of incorporation or
organization of such New Grantor, (iii) the true and correct location of
the chief executive office and principal place of business and any office in
which it maintains books or records relating to Collateral owned by it, (iv) the
identity or type of organization or corporate structure of such New Grantor and
(v) the Federal Taxpayer Identification Number and organizational number
of such New Grantor and (b) as of the date hereof (i) Schedule II
hereto sets forth all of each New Grantor’s Copyright Licenses, (ii) Schedule
III hereto sets forth, in proper form for filing with the United States
Copyright Office, all of each New Grantor’s registered Copyrights (and all
applications therefor), (iii) Schedule IV hereto sets forth all of each
New Grantor’s Patent Licenses, (iv) Schedule V hereto sets forth, in
proper form for filing with the United States Patent and Trademark Office, all
of each New Grantor’s Patents (and all applications therefor), (v) Schedule
VI hereto sets forth all of each New Grantor’s Trademark Licenses and (vi) Schedule
VII hereto sets forth, in proper form for filing with the United States Patent
and Trademark Office, all of each New Grantor’s registered Trademarks (and all
applications therefor); (vii) Schedule VIII hereto sets forth the
inventory locations of the New Grantor; and (viii) Schedule IX hereto sets
forth the Deposit Accounts and Security Accounts of the New Grantor.


 


SECTION 5.  Except as expressly supplemented hereby, the
Security Agreement shall remain in full force and effect.


 


SECTION 6.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTION 5-1401
AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW
YORK).


 


SECTION 7.  Any provision of this Supplement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and in the Security Agreement, and
any such prohibition or unenforceability in any jurisdiction shall not 


 


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invalidate or render unenforceable such provision in
any other jurisdiction. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


SECTION 8.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 10.02 of the Credit
Agreement.  All communications and
notices hereunder to each New Grantor shall be given to it in care of the Company
at the Company’s address set forth in Section 10.02 of the Credit
Agreement.


 


SECTION 9.  Each New Grantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.


 


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IN
WITNESS WHEREOF, each New Grantor and the Administrative Agent have duly
executed this Supplement to the Security Agreement as of the day and year first
above written.


 


	
   

  	
  NEW GRANTORS

   

   

  ARC ADVANCED REACTORS AND
  COLUMNS, LLC

  
	
   

  	
  CLEAN HARBORS CATALYST
  TECHNOLOGIES, LLC

  
	
   

  	
  CLEAN HARBORS EXPLORATION
  SERVICES, INC.

  
	
   

  	
  CLEAN HARBORS INDUSTRIAL
  SERVICES, INC.

  
	
   

  	
  GREAT LAKES CARBON TREATMENT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name: James M. Rutledge

  
	
   

  	
  Title:  Executive Vice President and Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CH INTERNATIONAL HOLDINGS, LLC

  
	
   

  	
  CLEAN HARBORS DEER PARK, LLC

  
	
   

  	
  CLEAN HARBORS LAPORTE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name: James M. Rutledge

  
	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher
  O’Halloran

  
	
   

  	
  Name: Christopher
  O’Halloran

  
	
   

  	
  Title:
   Vice President