exv4w23



 



     Exhibit 4.23


December 29, 2003


U S Liquids Inc.

411 N. Sam Houston Pkwy. E.

Houston, TX 77060

Attention: Treasurer


     Re: Nineteenth 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; the waiver and
amendment dated as of March 31, 2003; the amendment and consent dated as of
June 30, 2003; the letter agreement dated as of July 15, 2003 regarding the
deferral of interest; the amendment, waiver and consent dated as of July 30,
2003; the amendment, waiver and consent dated as of August 29, 2003 (the “17th
Amendment”); the waiver and consent dated as of October 15, 2003 and the
amendment, waiver and consent dated as of November 25, 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, among other
things, (a) consent to various asset sales and (b) amend certain definitions to
reflect adjustments arising from various asset sales.


     2. Agreement Requiring the Consent of all Banks. The Banks consent to the
amendment of the $1,236,862 Letter of Credit issued for the benefit of National
Union Fire Insurance Company to provide for the automatic renewal of such
Letter of Credit for an additional period if the issuer does not provide 30
days’ prior notice of its intention not to renew such Letter of Credit, and
agree that the obligations of the Banks to participate in such Letter of Credit
pursuant to Section 2.3.2 of the Credit Agreement will survive the termination
of the Commitments and the Credit Agreement.


     3. Agreements Requiring the Consent of the Required Banks.


     (a) Consents to Asset Sales. The Required Banks consent to each of the
following Asset Sales, so long as the Net Cash Proceeds of such Asset Sale
(including, to the extent applicable, net collections of accounts receivable
and other working capital received by the Company or any Subsidiary following
the closing of such Asset Sale relating to the assets sold pursuant to such
Asset Sale) are applied in accordance with Section 6 of the 17th Amendment:


 







 


U S Liquids Inc.

December 29, 2003

Page 2


     (i)
the sale of substantially all of the tangible assets of
[Confidential Information Omitted and Filed Separately with the SEC] to [Confidential Information Omitted and Filed Separately with the SEC] for initial net cash
proceeds of not less than [Confidential Information Omitted and Filed Separately with the SEC];


     (ii)
the sale of substantially all of the tangible assets of [Confidential Information Omitted and Filed Separately with the SEC] to [Confidential Information Omitted and Filed Separately with the SEC] for initial net cash proceeds of not less than [Confidential Information Omitted and Filed Separately with the SEC]; and


     (iii) the sale of substantially all of the assets of [Confidential Information Omitted and Filed Separately with the SEC] for net cash proceeds of
not less than [Confidential Information Omitted and Filed Separately with the SEC].


     (b) Amendments to Definitions. The definitions of “EBITDA” and “Net
Worth” are amended in their entirety to read as follows, respectively:


     EBITDA means, for any period, Consolidated Net Income for such
period plus (a) to the extent deducted in determining such Consolidated
Net Income, but without duplication, (i) Interest Expense, income tax
expense and depreciation and amortization expense for such period, all
calculated on a pro forma basis in accordance with Article 11 of
Regulation S-X of the SEC, (ii) non-cash expenses relating to the accrual
of severance payments to former employees of the Company and its
Subsidiaries, (iii) up to $4,000,000 in the aggregate of non-cash charges
taken by the Company during the Fiscal Quarters ending December 31, 2002
and March 31, 2003 and (iv) up to $12,000,000 in the aggregate of
non-cash write-downs of assets and other non-cash losses taken or
incurred in connection with Asset Sales plus/minus (b) to the extent
deducted or added in determining such Consolidated Net Income but without
duplication, any loss or gain resulting from the disposition of U S
Liquids of La., L.P., Parallel Products of Kentucky, Inc., Romic
Environmental Technologies Corporation and USL Parallel Products of
California.


     Net Worth means, at any time, the sum of the Company’s consolidated
stockholders’ equity (including preferred stock accounts) at such time
plus (a) to the extent deducted in determining such Net Worth, but
without duplication, (i) all Asset Sale Charges, Bonus Charges and FAS
142 Charges taken after June 1, 2001, (ii) non-cash expenses relating to
the accrual of severance payments to former employees of the Company and
its Subsidiaries and (iii) up to $12,000,000 in the aggregate of non-cash
write-downs of assets and other non-cash losses taken or incurred in
connection with Asset Sales plus/minus (b) to the extent deducted or
added in determining such Net Worth, but without duplication, any loss or
gain resulting from the disposition of U S Liquids of La., L.P., Parallel Products of Kentucky, Inc., Romic
Environmental Technologies Corporation and USL Parallel Products of
California.


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


 







 


U S Liquids Inc.

December 29, 2003

Page 3


     (a) counterparts hereof (or facsimiles thereof) executed by the Company
and the Required Banks; provided that (i) the agreements set forth in Section 2
shall not become effective until receipt by the Agent of counterparts hereof
(or facsimiles thereof) executed by the Company and each Bank and (ii) the
amendments set forth in Section 3(b) shall be deemed to be effective as of
September 30, 2003;


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


     (c) evidence that the Company has paid all fees and expenses of the Agent
(including all attorneys’ fees and charges) 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 limitation on
outstandings, 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) Except to the extent expressly set forth herein, 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 resulting from any event (whether now
existing or hereafter arising) that constitutes an Event of Default or
Unmatured Event of Default.


     (f) The Company shall deliver to the Agent not later than December    ,
2003 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.


[Signature Pages Follow]



 







 


U S Liquids Inc.

December  29, 2003

Page 4


     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.

December 29, 2003

Page 5



	 	 	 	 	 	 	 
	 	 	 	 	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:	 	 	 	 	 	 
	 	 	

	 	 	 	 
	Title:	 	 	 	 	 	 
	 	 	

	 	 	 	 





 







 


U S Liquids Inc.

December 29, 2003

Page 6





CONFIRMATION


December  29, 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.

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

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 OF FLORIDA, INC.

USL ENVIRONMENTAL SERVICES, INC.

USL GENERAL MANAGEMENT, INC.





 







 


U S Liquids Inc.

December 29, 2003

Page 7



	 	 	 	 	 
	 	 	WASTE
RESEARCH AND RECOVERY, INC.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	USL MANAGEMENT LIMITED PARTNERSHIP
	 	 	 	 	 
	 	 	By: USL General Management, Inc., its General Partner
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	GEM
MANAGEMENT, INC.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title: