SEVENTH AMENDMENT









Exhibit

4.9




 




SEVENTH

AMENDMENT




 




THIS SEVENTH AMENDMENT dated as of March 19, 2002 (this “Amendment”)

amends 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 (the “Banks”), Fleet National

Bank, as Syndication Agent, and Bank of America, N.A. (formerly known as Bank

of America National Trust and Savings Association), as administrative agent (in

such capacity, the “Administrative Agent”). 

Terms defined in the Credit Agreement are, unless otherwise defined

herein or the context otherwise requires, used herein as defined therein.




 




WHEREAS, the Company, the Banks and the Administrative Agent have

entered into the Credit Agreement; and




 




WHEREAS, the parties hereto desire to amend the Credit Agreement in

certain respects as more fully set forth herein;




 




NOW, THEREFORE, the parties hereto agree as follows:




 




SECTION 1  Amendments.  Subject to the satisfaction of the conditions

precedent set forth in Section 3, the Credit Agreement shall be amended

as follows:




 




1.1           Addition of

Definitions.  The following new

definitions are added to Section 1.1 of the Credit Agreement in appropriate

alphabetical sequence:




 




FAS 121 Charges means non-cash charges taken by the Company

in the last Fiscal Quarter of Fiscal Year 2001 arising from the

reclassification of certain operations of the Company pursuant to Financial

Accounting Standard No. 121.




 




Insurance Reserve Charges means up to $3,500,000 of

special reserve charges taken by the Company in the last Fiscal Quarter of

Fiscal Year 2001 in connection with the liquidation of a primary insurer of the

Company.




 




1.2           Amendments to

Definitions.




 




(a)           The definition of

“Adjusted EBITDA” is amended in its entirety to read as follows:




 




Adjusted EBITDA means, for any Computation Period, the total

of (i) EBITDA for such Computation Period plus (ii) any Detroit Facility

Reserve Charges taken during such Computation Period plus (iii) any Asset Sale

Charges taken during such Computation Period plus (iv) any FAS 142 Charges

taken during such Computation Period plus (v) any FAS 121 Charges taken during

such 




 





























 




Computation Period plus (vi) any Bonus Charges taken during such

Computation Period plus (vii) any Insurance Reserve Charges taken during such

Computation Period minus (viii) any Recoveries received (or, in the case of

reversal of charges, taken) during such Computation Period.




 




                (b)

          The definition of “Detroit

Facility Reserve Charges” is amended by deleting the reference to”$3,000,000”

therein and substituting “$5,000,000” therefor.




 




(c)           The definition of

“Recoveries” is amended in its entirety to read as follows:




 




Recoveries means, without duplication, (i) any

amount (including insurance proceeds and proceeds from any judgment or

settlement) received by the Company or any Subsidiary arising out of any matter

which gave rise to any Detroit Facility Reserve Charges and (ii) any reversal

of any reserve established in connection with any Detroit Facility Reserve

Charges or Insurance Reserve Charges.




 




SECTION 2            Representations

and Warranties.  The Company

represents and warrants to the Administrative Agent and the Banks that, after

giving effect to the effectiveness hereof, (a) each warranty set forth in

Section 9 (excluding Section 9.14 with respect to U S Liquids of Central Texas,

L.L.C. and Re-Claim Environmental Louisiana,




L.L.C.)

of the Credit Agreement is true and correct as of the date of the execution and

delivery of this Amendment by the Company, with the same effect as if made on

such date, and (b) no Event of Default or Unmatured Event of Default exists.




 




SECTION 3            Effectiveness.  The amendments set forth in Section 1

above shall become effective when the Administrative Agent shall have received

(i) counterparts of this Amendment executed by the Company and the Required

Banks and (ii) a Confirmation, substantially in the form of Exhibit A,

signed by the Company and each Subsidiary.




 




SECTION 4            Miscellaneous.




 




4.1           Continuing

Effectiveness, etc.  As herein

amended, the Credit Agreement shall remain in full force and effect and is

hereby ratified and confirmed in all respects. 

After the effectiveness of this Amendment, all references in the Credit

Agreement and the other Loan Documents to “Credit Agreement” or similar terms

shall refer to the Credit Agreement as amended hereby.




 




4.2           Counterparts. 

This Amendment may be executed in any number of counterparts and by the

different parties on separate counterparts, and each such counterpart shall be

deemed to be an original but all such counterparts shall together constitute

one and the same Amendment.




 




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4.3           Governing Law. 

This Amendment shall be a contract made under and governed by the laws

of the State of Illinois applicable to contracts made and to be performed

entirely within such state.




 




4.4           Successors and Assigns.  This Amendment shall be binding upon the Company, the Banks and

the Administrative Agent and their respective successors and assigns, and shall

inure to the benefit of the Company, the Banks and the Administrative Agent and

the respective successors and assigns of the Banks and the Administrative

Agent.




 




3





























 




Delivered at Chicago, Illinois, as of the day and year first above

written.




 




	

  U

  S LIQUIDS INC.


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  BANK

  OF AMERICA, N.A., as Administrative Agent


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  BANK

  OF AMERICA, N.A., as a Bank


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  FLEET

  NATIONAL BANK, as Syndication Agent and as a Bank


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  BANK

  ONE, NA


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  





 




4





























 




	

  THE BANK OF NOVA SCOTIA


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  UNION

  BANK OF CALIFORNIA


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  COMERICA

  BANK


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  WELLS FARGO BANK, N.A.


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  BNP PARIBAS


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  





 




5





























 




Exhibit A




 




CONFIRMATION




 




Dated as of March 19, 2002




 




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 (a) 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”); (b)

the other “Loan Documents” (as defined in the Credit Agreement), including the

Guaranty and the Security Agreement; and (c) the Seventh Amendment dated as of

March 19, 2002 to the Credit Agreement (the “Seventh Amendment”).




 




Each of the undersigned

hereby confirms to the Agent and the Banks that, after giving effect to the

Seventh Amendment 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.




 




	

  U

  S LIQUIDS INC.


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name

  Printed:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

  EARTH

  BLENDS, INC.


  	

   


  
	

  MBO,

  INC.


  	

   


  
	

  THE

  NATIONAL SOLVENT EXCHANGE CORP.


  	

   


  
	

  NORTHERN

  A-1 SANITATION SERVICES, INC.


  	

   


  
	

  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 OF HOUSTON, L.L.C.


  	

   


  
	

  U

  S LIQUIDS OF DALLAS, L.L.C.


  	

   


  
	

  U

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


  	

   


  
					





 




A-1





























 




 




	

  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 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:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

  U S LIQUIDS OF LA, L.P.


  	

   


  
	

   


  	

   


  
	

  By:  MBO, Inc., its General Partner


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  USL

  MANAGEMENT LIMITED PARTNERSHIP


  	

   


  
	

   


  	

   


  
	

  By:  USL General Management, Inc., its General

  Partner


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

  GEM

  MANAGEMENT, INC.


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  





 




 




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