SIXTH AMENDMENT









Exhibit

4.8




 




SIXTH

AMENDMENT




 




THIS SIXTH AMENDMENT dated as of January 2, 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

Requiring the Consent of the Required Banks.  Subject to the satisfaction of the conditions precedent set forth

in Section 4(a), 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:




 




Asset Sale Charges means any non-cash special

charges taken by the Company related to any sale of assets described in Section

5.5 of the Sixth Amendment to this Agreement.




 




Bonus Charges means up to $3,000,000 of non-cash special charges

taken by the Company related to the payment of employee bonuses in the form of

the Company’s capital stock.




 




FAS 142 Charges means non-cash charges taken by the Company

arising from the write-down of goodwill and other intangible assets pursuant to

Financial Accounting Standard No.142.




 




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 Bonus Charges taken during

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

reversal of charges, taken) during such Computation Period.




 




 (b)          The definition of “Availability Amount” is amended in its

entirety to read as follows:




 




Availability Amount means the Commitment

Amount.




 




(c)           Subject to the approval by each Bank of

the amendment set forth in Section 2, the definition of “Commitment

Amount” is amended by deleting the reference to “$120,000,000” therein and

substituting “$100,000,000” therefor.




 




(d)           The definition of

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




 




Net Worth means,  at any time, the sum of (a) the Company’s consolidated stockholders’

equity (including preferred stock accounts) at such time period plus (b)

all Asset Sale Charges, Bonus Charges and FAS 142 Charges taken after June 1,

2001.




 




1.3           Amendment to

Section 4.3.  The introductory

clause of Section 4.3 is amended in its entirety to read as follows:




 




Each “Interest Period” for a Eurodollar Loan shall commence on the date

such Eurodollar Loan is made or converted from a Floating Rate Loan, or on the

expiration of the immediately preceding Interest Period for such Eurodollar

Loan, and shall end on the date which is one, two, three or six months thereafter

(or, in the case of an Interest Period which commences after February 1, 2002,

the date which is one month thereafter), as the Company may specify:.




 




1.4           Amendment to Section 6.1(b). Section 6.1(b) is

amended in its entirety to read as follows:




 




(b)           Commitment

Reductions.  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 




 




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

necessary, to an integral multiple of $100,000) equal to (A) 100% of all Net

Cash Proceeds from any Asset Sale and (B) 50% of all other such Net Cash

Proceeds; provided that the requirements of this clause (b) shall

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

purchase similar assets within 60 days after such Asset Sale.  All reductions of the Commitment Amount

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

Banks according to their respective Percentages.




 




1.5           Amendment to

Section 10.6.2.  Section 10.6.2 is

amended in its entirety to read as follows:




 




10.6.2      Minimum Interest

Coverage.  Not permit the Interest

Coverage Ratio for any Computation Period to be less than the applicable ratio

set forth below:




 




	

  Computation


  	

   


  	

  Interest


  	

   


  
	

  Period Ending


  	

   


  	

  Coverage

  Ratio


  	

   


  
	

  12/31/01


  	

   


  	

  3.00 to 1.0


  	

   


  
	

  3/31/02 and thereafter


  	

   


  	

  3.50 to 1.0.


  	

   


  





 




1.6           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)

$11,000,000 from January 1, 2001 through December 31, 2001 or (b) $7,000,000

from January 1, 2002 through the Termination Date.




 




SECTION 2    Amendment Requiring the Consent of each

Bank. Subject to the satisfaction of the conditions precedent set forth in Section

4(b), the definition of “Termination Date” set forth in Section 1.1 is

amended in its entirety to read as follows:




 




Termination Date means the earlier to occur of (a) June 15,

2002; and (b) such other date on which the Commitments shall terminate pursuant

to Section 6 or Section 12.




 




SECTION 3            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 




 




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Central Texas, 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 4            Effectiveness.  (a) 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, (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 which, on or before January 2, 2002, executes and delivers to the

Administrative Agent a counterpart hereof agreeing to the amendments set forth

in Section 1, such fee to be in an amount equal to 0.05% of such Bank’s

Commitment after giving effect to the amendment in Section 1.2(b).




 




(b)           The amendment set

forth in Section 2 shall become effective when the Administrative Agent

shall have received (i) counterparts of this Amendment executed by the Company

and each Bank and (ii) an extension fee in the amount of $200,000 (to be shared

among the Banks pro rata according to their respective Commitments after giving

effect to the amendment in Section 1.2(b).




 




SECTION 5            Miscellaneous.




 




5.1           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.




 




5.2           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.




 




5.3           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.




 




5.4           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.




 




5.5           Consent to Asset

Sales.  Notwithstanding any

provision of Section 10.11 of the Credit Agreement or Section 6.6 of the Fourth

Amendment to the Credit Agreement to the contrary, the Required Banks hereby

agree that the Company may sell all of the stock or all or a 




 




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portion of the assets of any of the Subsidiaries listed on Schedule

10.9(d) of the Credit Agreement and any Specified Property so long as the Net

Cash Proceeds from any such sale are at least equal to the tangible book value

of such Subsidiary or assets, as applicable.




 




5.6           Pricing.  The Company and the Required Banks agree

that, notwithstanding any provision of the Credit Agreement to the contrary, (a) each of 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, set forth in Schedule 1.1 of the Credit

Agreement (the “Pricing Schedule”) shall not be priced lower than the rates set

forth in Level II of the Pricing Schedule during the period from

February 1, 2002 through April 1, 2002 and (b) the Floating Rate Margin and the Eurodollar

Margin shall be increased by 0.25% on each of April 2, 2002 and May 1, 2002 for

each of Level I and Level II.




 




 




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 




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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 TEXAS, N.A.


  
	

   


  
	

   


  
	

  By


  	

   


  
	

  Title


  	

   


  





 




6





























 




	

   


  
	

  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


  	

   


  





 




7





























 




Exhibit A




 




CONFIRMATION




 




Dated as of January 2, 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 Sixth Amendment dated as of

January 2, 2002 to the Credit Agreement (the “Sixth Amendment”).




 




Each of the undersigned

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

Sixth 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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