Exhibit

4.10




 




EIGHTH AMENDMENT




 




                THIS EIGHTH

AMENDMENT dated as of March 27, 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:




 




                                                                Fixed

Charge Coverage Ratio means, for any Computation Period, the ratio of (a)

the result of (i) Adjusted EBITDA for such Computation Period less (ii) the

amount Capital Expenditures made during such Computation Period to (b) the sum

of (i) Interest Expense to the extent payable in cash for such Computation

Period plus (ii) the aggregate amount of reductions in the Commitment Amount

scheduled to occur during such Computation Period pursuant to Section

6.1(b)(i) plus (iii) income tax expense to the extent payable in cash for

such Computation Period.




 




                                                                Pricing

Change Date means the date, following the effective date of the Eighth

Amendment to this Agreement, on which the Aggregate Commitment has been reduced

by at least $15,000,000 from the application of Net Cash Proceeds received from

the issuance of equity or Subordinated Debt or in connection with Asset Sales

pursuant to Section 6.1(b)(ii).




 




                1.2           Amendments

to Definitions.




 




                (a)           Clause

(iii) of the definition of “Excess Cash Flow” is amended in its entirety to

read as follows:




 




 





























 




                                                                (iii)

         all federal, state, local and

foreign income taxes paid in cash by the Company and its Subsidiaries during

such period.




 




                (b)           The

definition of “Floating Rate Margin” is amended in its entirety to read as

follows:




 




                                                                Floating

Rate Margin means (a) if the Pricing Change Date has occurred, the

“Floating Rate Margin” set forth on Schedule 1.1 and (b) if the Pricing

Change Date has not occurred, (i) 3.5% on or prior to September 30, 2002 and

(ii) 4.0% thereafter.




 




                (c)           The

definition of “Eurodollar Margin” is amended in its entirety to read as

follows:




 




                                                                Eurodollar

Margin means (a) if the Pricing Change Date has occurred, the “Eurodollar

Margin” set forth on Schedule 1.1 and (b) if the Pricing Change Date has

not occurred, (i) 4.5% on or prior to September 30, 2002 and (ii) 5.0%

thereafter.




 




                (d)           Clause

(b) of the definition of “Net Cash Proceeds” is amended in its entirety to read

as follows:




 




                                                                (b)           with respect to any issuance of Debt

or equity securities, the aggregate cash proceeds received by the Company or

any Subsidiary pursuant to such issuance, net of the direct costs relating to

such issuance (including sales and underwriter’s discounts and commissions and

legal, accounting and investment banking fees).




 




                (e)

          The definition of “Termination

Date” is amended by deleting the date “June 15, 2002” therein and substituting

“April 15, 2003” therefor.




 




                1.3

          Deletion of Definition.  The definition of “Interest Coverage Ratio”

is deleted in its entirety.




 




                 1.4          Amendment

to Section 2.1.2.  Section 2.1.2 is

amended by deleting the reference to “$15,000,000” therein and substituting

“$10,000,000” therefor.




 




                1.5

          Amendment to Section 5.1.  The first sentence of Section 5.1 is amended

in its entirety to read as follows:




 




                                                                The Company agrees

to pay to the Agent for the account of each Bank a non-use fee, for the period

from the Effective Date to the Termination Date, in an




 




 




2





























 




 




amount equal to the daily average of the

unused amount of such Bank’s Percentage of the Commitment Amount multiplied by

(a) if the Pricing Change Date has occurred, the rate per annum in effect from

time to time pursuant to Schedule 1.1, and (b) if the Pricing Change

Date has not occurred, a rate per annum equal to 0.50%.




 




                1.6

          Amendment to Section 5.2.  Clause (a) of Section 5.2 is amended in its

entirety to read as follows:




 




                                                                (a)           The Company agrees to pay to the Agent

for the account of the Banks pro rata according to their respective Percentages

a letter of credit fee for each Letter of Credit in an amount equal to the

undrawn amount of such Letter of Credit (computed for the actual number of days

elapsed on the basis of a year of 360 days) multiplied by (a) if the Pricing

Change Date has occurred, the rate per annum in effect from time to time

pursuant to Schedule 1.1 and (b) if the Pricing Change Date has not

occurred, a rate per annum equal to (i) with respect to Financial Letters of

Credit, (x) 4.5% on or prior to September 30, 2002 and (y) 5.0% thereafter and

(ii) with respect to Non-Financial Letters of Credit, (x) 4.5% on or prior to

September 30, 2002 and (y) 5.0% thereafter;  provided that the rate applicable to each

Letter of Credit shall be increased by 2% at any time that an Event of Default

exists.




 




                1.7

          Amendment to Section 6.1.  Clause (b) of Section 6.1 is amended in its

entirety to read as follows:




 




                                                                (b)           Mandatory

Reductions of the Commitments.




 




                                                                (i)            The Commitment Amount shall be

permanently reduced by (A) $250,000 on each of June 30, 2002 and September 30,

2002, (B) $4,600,000 on December 31, 2002 and (C) $2,100,000 on March 31, 2003.




 




                                   (ii)            Concurrently

with the receipt by the Company or any Subsidiary of any Net Cash Proceeds from

any Asset Sale, issuance of equity (other than any equity issued in connection

with the employee stock purchase plan of the Company) or issuance of Debt

(other than Debt permitted under Section 10.7(a), (b), (c),

(d), (e), (g) or (h)), the Commitment Amount shall

be permanently reduced by an amount (rounded down, if necessary, to an integral

multiple of $100,000) equal to the excess of (A) 100% of all such Net Cash

Proceeds received after March 25, 2002 over (B) all reductions of the

Commitment Amount made pursuant to this clause (ii) since March 25,

2002; provided that the requirements of this clause (ii) shall

not apply to any Net Cash Proceeds from any Asset Sale that are intended to be

used, and are in fact used, to purchase similar assets within 60 days after

such Asset Sale.




 




3





























 




                                                              (iii)          Concurrently with the delivery of the

compliance certificate as of the end of any Fiscal Year pursuant to Section

10.1.3, beginning with the Fiscal Year ending December 31, 2002, the

Commitment Amount shall be permanently reduced by an amount (rounded down, if

necessary, to an integral multiple of $100,000) equal to 100% of Excess Cash

Flow for such Fiscal Year.




 




                                                              (iv)          Notwithstanding any other provision of

this Section 6.1(b), the Company may, prior to the date of delivery of

any compliance certificate referred to in clause (iii) above or the

receipt of Net Cash Proceeds from any issuance of equity, deliver written

notice to the Administrative Agent that the Company will use a portion of such

Excess Cash Flow and/or Net Cash Proceeds (not to exceed $5,000,000 in the

aggregate) to pay penalties or fines in connection with matters set forth on Schedule

9.15 relating to the Detroit Facility (each a “Detroit Payment”).  Any such funds so designated shall be

deposited into an account of the Company with the Administrative Agent, shall

constitute cash collateral for the obligations of the Company hereunder and, so

long as the Aggregate Commitment will be at least $3,000,000 greater than the

Total Outstandings after giving effect to the applicable Detroit Payment, shall

be released upon request of the Company to make such Detroit Payment.  After all anticipated Detroit Payments have

been made, all such funds held by the Administrative Agent shall (and at the

request of the Company at any time any such funds may) be applied to reduce the

Commitment Amount.




 




                                                              (v)           All reductions of the Commitment

Amount pursuant to this clause (b) shall reduce the Commitments pro rata

among the Banks according to their respective Percentages.




 




               1.8

          Amendment to Section 10.6.1.  Section 10.6.1 is amended in its entirety to

read as follows:




 




                                                              10.6.1      Minimum Net Worth.  Not permit the Net Worth of the Company at

any time to be less than $160,000,000 minus (a) the aggregate amount (up

to $95,000,000) of FAS 142 Charges taken by the Company since December 31, 2001

plus (b) 75% of the sum of Consolidated Net Income for each Fiscal

Quarter ending after the effective date of the Eighth Amendment to this

Agreement (provided that, if Consolidated Net Income is less than zero

for any Fiscal Quarter, for purposes of this Section 10.6.1 Consolidated

Net Income will be deemed to have been zero for such Fiscal Quarter) plus

(c) 100% of the net proceeds of any equity issued by the Company or any of its

Subsidiaries (on a consolidated basis) after the effective date of the Eighth

Amendment to this Agreement.




 




               1.9           Amendment

to Section 10.6.2.  Section 10.6.2

is amended in its entirety to read as follows:




 




4





























 




                                                              10.6.2      Fixed Charge Coverage Ratio.  Not permit the Fixed Charge Coverage Ratio

for any Computation Period to be less than the applicable ratio set forth

below:




 




	

  Computation Period


   Ending


  	

   


  	

  Fixed Charge


  Coverage Ratio


  
	

  3/31/02 through 6/30/02


  	

   


  	

  1.20 to 1.0


  
	

  9/30/02 and thereafter


  	

   


  	

  1.10 to 1.0.


  





 




          1.10

              Amendment to Section

10.6.3.  Section 10.6.3 is amended

in its entirety to read as follows:




 




                                                              10.6.3      Funded Debt to Adjusted EBITDA Ratio.  Not permit the Funded Debt to Adjusted

EBITDA Ratio for any Computation Period to be greater than the applicable ratio

set forth below:




 




	

  Period


  	

   


  	

  Funded Debt to


  Adjusted EBITDA Ratio


  
	

  3/27/02 through 9/30/02


  	

   


  	

  3.25 to 1.0


  
	

  10/1/02 and thereafter


  	

   


  	

  3.00 to 1.0.


  





 




          1.11

              Amendment to Section

10.6.4.  Section 10.6.4 is amended

in its entirety to read as follows:




 




                                                              10.6.4      Capital Expenditures.  Not permit the aggregate amount of Capital

Expenditures (excluding amounts, if any, paid to consummate acquisitions

permitted by Section 10.11(c) which constitute Capital Expenditures)

made by the Company and its Subsidiaries to exceed (a) $5,000,000 during any

Fiscal Quarter of 2002 or (b) $6,000,000 during any Fiscal Quarter thereafter; provided

that (i) the aggregate amount of Capital Expenditures made during any Fiscal

Year shall not exceed $14,000,000 and (ii) the amount set forth in clause

(a) or (b) may be increased for any Fiscal Quarter by an amount

equal to the lesser of (x) $2,000,000 and (y) the excess of the amount set

forth in such clause over the actual amount of Capital Expenditures made during

the prior Fiscal Quarter.




 




               1.12

        Amendment to Section 11.2.1.  Clause (e) of Section 11.2.1 is amended in

its entirety to read as follows:




 




                                                              (e)           after giving effect to the making of

such Loan or the issuance of such Letter of Credit (and, in the case of the

making of a Loan, the use of the proceeds thereof), the Funded Debt to Adjusted

EBITDA Ratio will not exceed (i)




 




5





























 




at any time on or prior to September 30,

2002, 3.25 to 1.0 and (ii) at any time thereafter, 3.00 to 1.0.




 




               1.13

        Amendment to Schedule 1.1.  Schedule 1.1 is amended to read as set forth

as Schedule 1.1.




 




                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 herein shall become

effective when the Administrative Agent shall have received (i) counterparts of

this Amendment executed by the Company and all Banks, (ii) a Confirmation,

substantially in the form of Exhibit A, signed by the Company and each

Subsidiary and (iii) an amendment fee for each Bank in an amount equal to 1.0%

of such Bank’s Commitment.




 




                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.




 




                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.




 




 




[REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]




 




6





























 




                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


  	

   


  





 




S-1





























 




	

   


  	

  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


  	

   


  





 




S-2





























 




                                                                                                                                                                                               Exhibit

A




 




CONFIRMATION




 




Dated

as of March    , 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

Eighth Amendment dated as of March     ,

2002 to the Credit Agreement (the “Eighth Amendment”).




 




                Each

of the undersigned hereby confirms to the Agent and the Banks that, after

giving effect to the Eighth 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.


  	

   


  
	

  U S LIQUIDS OF CONNECTICUT, INC.


  	

   


  
					





A-1





























 




	

  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:


  	

   


  
				





 




 




A-2






















 













SCHEDULE

1.1




 




PRICING

SCHEDULE




 




                The

Floating Rate Margin, the Eurodollar Margin, the rate per annum for non-use

fees and the rate per annum for letter of credit fees for Financial Letters of

Credit and Non-Financial Letters of Credit, respectively, shall be determined

in accordance with the table below and the other provisions of this Schedule

1.1.




 




	

   


  	

   


  	

  Level I


  	

   


  	

  Level II


  	

   


  	

  Level III


  	

   


  	

  Level IV


  
	

  Rate for  Non-Use Fee


  	

   


  	

  0.500%


  	

   


  	

  0.500%


  	

   


  	

  0.400%


  	

   


  	

  0.300%


  
	

  Eurodollar Margin


  	

   


  	

  3.500%


  	

   


  	

  3.250%


  	

   


  	

  3.000%


  	

   


  	

  2.750%


  
	

  Floating Rate Margin


  	

   


  	

  2.500%


  	

   


  	

  2.250%


  	

   


  	

  2.000%


  	

   


  	

  1.750%


  
	

  Rate for  Non-Financial LC

  Fee


  	

   


  	

  2.125%


  	

   


  	

  2.000%


  	

   


  	

  1.875%


  	

   


  	

  1.750%


  
	

  Rate for  Financial LC Fee


  	

   


  	

  3.500%


  	

   


  	

  3.250%


  	

   


  	

  3.000%


  	

   


  	

  2.750%


  





 




                Level

I applies when the ratio of Funded Debt to Adjusted EBITDA is greater than

2.50 to 1.0.




 




                Level

II applies when the ratio of Funded Debt to Adjusted EBITDA is less than or

equal to 2.50 to 1.0 but greater than 2.00 to 1.0.




 




                Level

III applies when the ratio of Funded Debt to Adjusted EBITDA is less than

or equal to 2.00 to 1.0 but greater than 1.50 to 1.0.




 




                Level

IV applies when the ratio of Funded Debt to Adjusted EBITDA is less than or

equal to 1.50 to 1.0.




 




                The

applicable Level shall be adjusted, to the extent applicable, 45 days (or, in

the case of the last Fiscal Quarter of any Fiscal Year, 90 days) after the end

of each Fiscal Quarter based on the Funded Debt to Adjusted EBITDA Ratio as of

the last day of such Fiscal Quarter; provided that if the Company fails

to deliver the financial statements required by Section 10.1.1 or 10.1.2,

as applicable, and the related certificate required by Section 10.1.3 by

the 45th day (or, if applicable, the 90th day) after any Fiscal Quarter, Level

I shall apply until such financial statements are delivered.