Exhibit4.9

 

SEVENTHAMENDMENT

 

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 NationalBank, as Syndication Agent, and Bank of America, N.A. (formerly known as Bankof America National Trust and Savings Association), as administrative agent (insuch capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are, unless otherwise definedherein or the context otherwise requires, used herein as defined therein.

 

WHEREAS, the Company, the Banks and the Administrative Agent haveentered into the Credit Agreement; and

 

WHEREAS, the parties hereto desire to amend the Credit Agreement incertain respects as more fully set forth herein;

 

NOW, THEREFORE, the parties hereto agree as follows:

 

SECTION 1  Amendments.  Subject to the satisfaction of the conditionsprecedent set forth in Section 3, the Credit Agreement shall be amendedas follows:

 

1.1           Addition ofDefinitions.  The following newdefinitions are added to Section 1.1 of the Credit Agreement in appropriatealphabetical sequence:

 

FAS 121 Charges means non-cash charges taken by the Companyin the last Fiscal Quarter of Fiscal Year 2001 arising from thereclassification of certain operations of the Company pursuant to FinancialAccounting Standard No. 121.

 

Insurance Reserve Charges means up to $3,500,000 ofspecial reserve charges taken by the Company in the last Fiscal Quarter ofFiscal Year 2001 in connection with the liquidation of a primary insurer of theCompany.

 

1.2           Amendments toDefinitions.

 

(a)           The definition of“Adjusted EBITDA” is amended in its entirety to read as follows:

 

Adjusted EBITDA means, for any Computation Period, the totalof (i) EBITDA for such Computation Period plus (ii) any Detroit FacilityReserve Charges taken during such Computation Period plus (iii) any Asset SaleCharges taken during such Computation Period plus (iv) any FAS 142 Chargestaken during such Computation Period plus (v) any FAS 121 Charges taken duringsuch 

 

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Computation Period plus (vi) any Bonus Charges taken during suchComputation Period plus (vii) any Insurance Reserve Charges taken during suchComputation Period minus (viii) any Recoveries received (or, in the case ofreversal of charges, taken) during such Computation Period.

 

                (b)          The definition of “DetroitFacility 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) anyamount (including insurance proceeds and proceeds from any judgment orsettlement) received by the Company or any Subsidiary arising out of any matterwhich gave rise to any Detroit Facility Reserve Charges and (ii) any reversalof any reserve established in connection with any Detroit Facility ReserveCharges or Insurance Reserve Charges.**

 

SECTION 2            Representationsand Warranties.  The Companyrepresents and warrants to the Administrative Agent and the Banks that, aftergiving effect to the effectiveness hereof, (a) each warranty set forth inSection 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 anddelivery of this Amendment by the Company, with the same effect as if made onsuch date, and (b) no Event of Default or Unmatured Event of Default exists.

 

SECTION 3            Effectiveness.  The amendments set forth in Section 1above shall become effective when the Administrative Agent shall have received(i) counterparts of this Amendment executed by the Company and the RequiredBanks and (ii) a Confirmation, substantially in the form of Exhibit A,signed by the Company and each Subsidiary.

 

SECTION 4            Miscellaneous.

 

4.1           ContinuingEffectiveness, etc.  As hereinamended, the Credit Agreement shall remain in full force and effect and ishereby ratified and confirmed in all respects. After the effectiveness of this Amendment, all references in the CreditAgreement and the other Loan Documents to “Credit Agreement” or similar termsshall refer to the Credit Agreement as amended hereby.

 

4.2           Counterparts. This Amendment may be executed in any number of counterparts and by thedifferent parties on separate counterparts, and each such counterpart shall bedeemed to be an original but all such counterparts shall together constituteone and the same Amendment.

 

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4.3           Governing Law. This Amendment shall be a contract made under and governed by the lawsof the State of Illinois applicable to contracts made and to be performedentirely within such state.

 

4.4           Successors and Assigns.  This Amendment shall be binding upon the Company, the Banks andthe Administrative Agent and their respective successors and assigns, and shallinure to the benefit of the Company, the Banks and the Administrative Agent andthe respective successors and assigns of the Banks and the AdministrativeAgent.

 

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

 
| 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                                                    |   |

 

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| 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                     |   |

 

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**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 theCredit Agreement referred to below

 

Please refer to (a) theSecond Amended and Restated Credit Agreement dated as of February 3, 1999 (asamended, the “Credit Agreement”) among U S Liquids Inc., various financialinstitutions (the “Banks”) and Bank of America, N.A. (formerly known as Bank ofAmerica National Trust and Savings Association), as agent (the “Agent”); (b)the other “Loan Documents” (as defined in the Credit Agreement), including theGuaranty and the Security Agreement; and (c) the Seventh Amendment dated as ofMarch 19, 2002 to the Credit Agreement (the “Seventh Amendment”).

 

Each of the undersignedhereby confirms to the Agent and the Banks that, after giving effect to theSeventh Amendment and the transactions contemplated thereby, each Loan Documentto which such undersigned is a party continues in full force and effect and isthe legal, valid and binding obligation of such undersigned, enforceableagainst 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

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| 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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