EXHIBIT 10.61
AMENDMENT NO. 1 TO WARRANT AGREEMENT
This Amendment No. 1 to Warrant Agreement is made and entered into this
20th day of April, 1998 by and between U S Liquids Inc., a Delaware corporation
(the "Company"), Xxx Xxxxxx & Company ("VKCO") and Xxxxxxx Xxxxxx Xxxxx Inc.
("SMM") (VKCO and SMM are hereinafter collectively referred to as the
"Representatives").
WHEREAS, the Company and the Representatives are parties to that certain
Warrant Agreement, dated as of August 25, 1997 (the "Warrant Agreement"); and
WHEREAS, the parties hereto desire to amend the Warrant Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. The capitalized terms used herein and not otherwise defined herein
shall have their respective meanings as set forth in the Warrant Agreement.
2. Section 6(c)(vi) of the Warrant Agreement is hereby amended to read in
its entirety as follows:
"(vi) EXCLUDED EVENTS. Notwithstanding anything in this Section 6 to
the contrary, the Exercise Price shall not be adjusted by virtue of
(i) the Warrants or the existence or exercise of any Options of the
Company outstanding on the date hereof and disclosed in the
Prospectus, or (ii) the issuance or sale of, or the grant of Options
to purchase, Common Stock to employees, directors, or officers of
the Company or its subsidiaries, or to other persons who do not
beneficially own more than one percent of the Common Stock (assuming
for this purpose that all Options then held by the person, including
new Options then being granted, but no other Option or Convertible
Securities, have then been exercised in full) and are not the
children of such a one percent or greater shareholder or the spouses
of such children, pursuant to stock option plans currently existing
or hereafter approved by the Board of Directors of the Company,
provided that the exercise price is no less than the lower of fair
market value at the time of grant (as determined in accordance with
the applicable stock option plan) or the Current Market Price at the
time of grant (all as determined in accordance with this Section
6(c)), or (iii) the issuance or sale of any Common Stock as all or
part of the consideration for an acquisition by the Company of
assets or securities of a third party, provided that the acquisition
is approved by the Board of Directors of the Company or a duly
appointed committee thereof."
3. Notwithstanding anything to the contrary in the Warrant Agreement, each
of the Representatives hereby agrees that no adjustments to the Exercise Price
shall be made as the result of any acquisition made by the Company prior to the
date hereof.
4. Except as specifically provided herein, the terms and provisions of the
Warrant Agreement shall remain unchanged and in full force and effect. This
Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument, and any
of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of Texas without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
executed as of the date first above written.
U S LIQUIDS INC.
By: ____________________________________
Name:_______________________________
Title:________________________________
XXX XXXXXX & COMPANY
By: _____________________________________
Name:_______________________________
Title:________________________________
XXXXXXX XXXXXX XXXXX INC.
By: _____________________________________
Name:_______________________________
Title:________________________________
