exv4w19



 



Exhibit 4.19


June 30, 2003


U S Liquids Inc.

411 N. Sam Houston Pkwy. E.

Houston, TX 77060

Attention: Treasurer


     Re: Fifteenth Amendment and Consent


Ladies and Gentlemen:


     Please refer to (a) the Second Amended and Restated Credit Agreement dated
as of February 3, 1999 (as previously amended, the “Credit Agreement”) among U
S Liquids Inc. (the “Company”), various financial institutions and Bank of
America, N.A. (formerly known as Bank of America National Trust and Savings
Association), as Agent; and (b) each of the following documents: the waiver
dated October 4, 2002, the waiver dated October 25, 2002, the waiver and amendment dated as of December 23, 2002, the waiver and amendment dated January 14, 2003, the waiver and
amendment dated as of January 31, 2003 and the waiver and amendment dated as of
March 31, 2003 (collectively the “Prior Waiver Letters”).


     Capitalized terms used but not otherwise defined herein have the
respective meanings assigned thereto in the Credit Agreement.


     1.     Introduction. The Company has requested that the Banks (a) consent to
the renewal of certain letters of credit and (b) defer an upcoming required
interest payment.


     2.     Consent
and Deferral. (a) Notwithstanding anything to the contrary
contained in the Credit Agreement or the Prior Waiver Letters, (i)
the Banks, (x) consent to the renewal of the Subject Letters of
Credit (as defined below) for additional periods not to the extend
later than December 31, 2003 and (y) agree that the obligations of
the Banks to participate in the Subject Letters of Credit pursuant to
Section 2.3.2 of the Credit Agreement will survive the termination of
the Commitments and the Credit Agreement and (ii) the Company agrees
that it will, on or prior to the Termination Date, cash collateralize
all obligations under the Subject Letters of Credit in full pursuant
to documentation in form and substance reasonably satisfactory to the
Banks. As used herein, “Subject Letters of Credit” means (A) the
$5,436,000 Letter of Credit issued for the benefit of Liberty Mutual
Insurance Company, (B) the $2,500,000 Letter of Credit issued for the
benefit of National Union Fire Insurance Company and (C) the $70,000
Letter of Credit issued for the benefit of Greenwich Insurance.


     (b)  Deferral of Interest Payment. The Banks agree that the Company may defer to
July 15, 2003 the payment of interest on the Loans that is currently schedule
to be paid on June 30, 2003.


 






 


U S Liquids Inc.

June 30, 2003

Page 2


     3.     Limitation on Borrowings. In consideration of the foregoing consents and
deferral, the Company confirms to the Agent and the Banks that the Company
shall have no right to request the making of any Loan or the issuance of any
Letter of Credit unless the Banks, in their sole and complete discretion,
otherwise agree.


     4.     Effectiveness. This letter shall become effective upon receipt by the
following:


          (a) counterparts hereof (or facsimiles thereof) executed by the
Company each Bank;



          (b) a confirmation of the Guarantors
substantially in the form of Exhibit A,



          (c) copies of resolutions of the Board of Directors of the Company authorizing
the execution and delivery by the Company of this letter and the performance by
the Company of its obligations hereunder; and



          (d) evidence that the Company has paid
all fees and expenses of the Agent (including all attorneys’ fees and expenses)
incurred on or prior to the date hereof.



     5.     Miscellaneous.


     (a)  This letter is limited to the matters specifically set forth herein
and shall not be deemed to constitute a waiver or consent with respect to any
other matter whatsoever. The Agent and the Banks hereby reserve all of their
rights, powers and remedies under the Credit Agreement and applicable law.


     (b)  This letter may be executed in counterparts and by the parties hereto
on separate counterparts.


     (c)  This letter shall be governed by the laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State.


     (d)  Except as otherwise expressly amended or modified herein, the Credit
Agreement and the Prior Waiver Letters (including the representations,
warranties, covenants and Events of Default contained therein) shall remain in
full force and effect and are hereby ratified and confirmed in all respects.


     (e)  The Agent and the Banks do not waive any, but instead hereby expressly
reserve all, claims, rights, power and remedies available to the Agent and the
Banks under the Credit Agreement and/or applicable law, including with respect
to (i) the Event of Default relating to the failure by the Company to comply
with the provisions of Section 10.26 of the Credit Agreement and (ii) any other
event (whether
now existing or hereafter arising) that constitutes an Event of Default or
Unmatured Event of Default.


[Signature Pages Follow]



 






 


U S Liquids Inc.

June 30, 2003

Page 3


     Please acknowledge the foregoing by signing a copy of this letter and
returning it to the Agent.



	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	
BANK OF AMERICA, N.A., as Agent
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Bank
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	FLEET NATIONAL BANK
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	BANK ONE, NA
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	




 






 


U S Liquids Inc.

June 30, 2003

Page 4



	 	 	 	 	 	 	 
	 	 	 	 	COMERICA BANK
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	WELLS FARGO BANK, N.A.
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	BNP PARIBAS
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:	 	 
	 	 	 	 	 	 	 
	U S LIQUIDS INC.	 	 
	 	 	 	 	 	 	 
	
By:	 	/s/ Cary Grossman	 	 	 	 
	 	 	
	 	 	 	 
	
Title:	 	EVP & CFO	 	 	 	 
	 	 	
	 	 	 	 



 






 


U S Liquids Inc.

June 30, 2003

Page 5


CONFIRMATION


Dated as of 6-30, 2003



	 	 	 
	To:	 	
Bank of America, N.A., individually and as Agent,

and the other financial institutions party to the

Credit Agreement referred to below



     Please refer to the
amendment and consent letter dated as of the date hereof
(the “Amendment and Consent”) with respect to the Second Amended and Restated
Credit Agreement dated as of February 3, 1999 (as amended, the “Credit
Agreement”) among U S Liquids Inc., various financial institutions (the
“Banks”) and Bank of America, N.A. (formerly known as Bank of America National
Trust and Savings Association), as Agent (the “Agent”).


     Each of the undersigned hereby confirms to the Agent and the Banks that
such undersigned has received a copy of the Amendment and Consent and that,
after giving effect to the Amendment and Consent and the transactions contemplated thereby,
each Loan Document to which such undersigned is a party continues in full force
and effect and is the legal, valid and binding obligation of such undersigned,
enforceable against such undersigned in accordance with its terms.



	 	EARTH BLENDS, INC.

MBO, INC.

THE NATIONAL SOLVENT EXCHANGE CORP.

PARALLEL PRODUCTS OF FLORIDA, INC.

PARALLEL PRODUCTS OF KENTUCKY, INC.

RE-CLAIM ENVIRONMENTAL LOUISIANA, L.L.C.

ROMIC ENVIRONMENTAL TECHNOLOGIES CORPORATION

USL FIRST SOURCE, INC.

U S LIQUIDS GREAT LAKES, INC.

U S LIQUIDS OF HOUSTON, L.L.C.

U S LIQUIDS OF DALLAS, L.L.C.

U S LIQUIDS OF CENTRAL TEXAS, L.L.C.

U S LIQUIDS OF CONNECTICUT, INC.

U S LIQUIDS OF GREATER CHICAGO, INC.

U S LIQUIDS OF PENNSYLVANIA, INC.

U S LIQUIDS OF TEXAS, INC.

U S LIQUIDS LP HOLDING CO.

U S LIQUIDS NORTHEAST, INC.

U S LIQUIDS TERMINAL SERVICES, INC.

U S LIQUIDS OF DETROIT, INC.



 






 


U S Liquids Inc.

June 30, 2003

Page 6



	 	U S LIQUIDS OF FLORIDA, INC.

USL ENVIRONMENTAL SERVICES, INC.

USL GENERAL MANAGEMENT, INC.

USL PARALLEL PRODUCTS OF CALIFORNIA

WASTE RESEARCH AND RECOVERY, INC.

WASTE STREAM ENVIRONMENTAL, INC.




	 	 	 	 	 
	 	 	
By:	 	/s/ Cary Grossman
	 	 	 	 	

	 	 	
Name:	 	Cary Grossman
	 	 	 	 	

	 	 	
Title:	 	EVP & CFO
	 	 	 	 	

	 	 	 	 	 
	 	 	U S LIQUIDS OF LA., L.P.
	 	 	 	 	 
	 	 	
By:
	 	MBO, Inc., its General Partner
	 	 	 	 	 
	 	 	
By:	 	/s/ Cary Grossman
	 	 	 	 	

	 	 	
Name:	 	Cary Grossman
	 	 	 	 	

	 	 	
Title:	 	EVP & CFO
	 	 	 	 	

	 	 	 	 	 
	 	 	USL MANAGEMENT LIMITED PARTNERSHIP
	 	 	 	 	 
	 	 	
By:
	 	USL General Management, Inc., its General Partner
	 	 	 	 	 
	 	 	
By:	 	/s/ Cary Grossman
	 	 	 	 	

	 	 	
Name:	 	Cary Grossman
	 	 	 	 	

	 	 	
Title:	 	EVP & CFO
	 	 	 	 	

	 	 	 	 	 
	 	 	GEM MANAGEMENT, INC.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title: