NOTE
$50,000,000 April 10, 1998
Chicago, Illinois
On the Termination Date (as defined in the Credit Agreement referred to
below), the undersigned, for value received, promises to pay to the order of
Bank of America National Trust and Savings Association at the principal office
of Bank of America National Trust and Savings Association (the "AGENT"), in
Chicago, Illinois, Fifty Million Dollars ($50,000,000) or, if less, the
aggregate unpaid amount of all Loans made by the payee to the undersigned
pursuant to the Credit Agreement (as shown in the records of the payee or, at
the payee's option, on the schedule attached hereto and any continuation
thereof).
The undersigned further promises to pay interest on the unpaid principal
amount of each Loan evidenced hereby from the date of such Loan until such Loan
is paid in full, payable at the rate(s) and at the time(s) set forth in the
Credit Agreement. Payments of both principal and interest are to be made in
lawful money of the United States of America.
This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Amended and Restated Credit Agreement dated as of
April 10, 1998 (as amended or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among the undersigned, certain financial institutions (including
the payee) and the Agent, to which Credit Agreement reference is hereby made for
a statement of the terms and provisions under which this Note may or must be
paid prior to its due date or may have its due date accelerated.
In addition to and not in limitation of the foregoing and the provisions
of the Credit Agreement, the undersigned further agrees, subject only to any
limitation imposed by applicable law, to pay all reasonable expenses, including
reasonable attorneys' fees and legal expenses, incurred by the holder of this
Note in endeavoring to collect any amounts payable hereunder which are not paid
when due, whether by acceleration or otherwise.
This Note is made under and governed by the laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.
U S LIQUIDS INC.
By:____________________________
Name Printed:__________________
Title:_________________________
Schedule Attached to Note dated April 10, 1998 of U S LIQUIDS INC. payable to
the order of Bank of America National Trust and Savings Association.
Amount of Amount Notation
Date Loan Maturity Date Repaid Made By
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