AMENDMENT NO. 1 TO FINANCIAL ADVISORY AGREEMENT
This Amendment No. 1 to Financial Advisory Agreement is made and entered
into this 18th day of August, 1997 by and between U S Liquids Inc., a Delaware
corporation (the "Company"), and Xxxxxxx Xxxxxx Xxxxx Inc. (the "Advisor").
WHEREAS, the parties hereto are parties to that certain Financial Advisory
Agreement, dated as of May 15, 1997 (the "Financial Advisory Agreement"); and
WHEREAS, the parties hereto desire to amend the Financial Advisory
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall
have their respective meanings as set forth in the Financial Advisory Agreement.
2. Section 2.1 of the Financial Advisory Agreement is hereby amended to
read in its entirety as follows:
"2.1 In consideration of this Agreement, the Company shall issue to
the Advisor an assignable warrant representing the right of the holder
to purchase 37,500 (post-reverse split) shares of the common stock of
the Company an exercise price equal to the price at which shares are
offered to the public in the Company's initial public offering (the
"Advisor's Warrant"). Such Advisor's warrant shall have a term of
five years, shall be fully vested to the Advisor at the date of
issuance, shall provide for customary weighted average anti-dilution
adjustments to the exercise price and number of shares issuable under
the warrant, and shall include such other terms as are agreed to by the
parties hereto. In addition, the Company shall grant to the Advisor
piggyback registration rights (not including the registration of the
initial public offering) with respect to the common stock issuable
upon exercise of the Advisor's Warrant."
3. Except as specifically provided herein and in that certain letter
agreement between the parties dated July 10, 1997, the terms and provisions
of the Financial Advisory 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.
U S Liquids Inc.
By: /s/ W. Xxxxxxx Xxx
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W. Xxxxxxx Xxx, President
XXXXXXX XXXXXX XXXXX INC.
By: /s/ Xxxxx X. XxXxxxx
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Xxxxx X. XxXxxxx, Vice President
