0000950129-03-001597 Sample Contracts

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 27th, 2003 • U S Liquids Inc • Hazardous waste management • Texas

THIS EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) is entered into by and between U S LIQUIDS INC. (the “Company”) and WILLIAM M. DEARMAN (the “Employee”), dated as of the 31st day of December, 2002.

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EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 27th, 2003 • U S Liquids Inc • Hazardous waste management • Texas

THIS EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) is entered into by and between U S LIQUIDS INC. (the “Company”) and CARY M. GROSSMAN (the “Employee”), dated as of the 31st day of December, 2002.

January 31, 2003
U S Liquids Inc • March 27th, 2003 • Hazardous waste management

Please refer to 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 a waiver letter dated October 4, 2002 (the “10/4 Waiver Letter”), a waiver letter dated October 25, 2002 (the “10/25 Waiver Letter”), a waiver letter and credit agreement amendment dated as of December 23, 2002 (the “12/23 Waiver Letter”), and a waiver letter and credit agreement amendment dated January 14, 2003 (the “1/14/03 Waiver Letter”; together with the 10/4 and 10/25 Waiver Letters, the “Prior Waiver Letters”). Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement.

ESTOPPEL AND WAIVER AGREEMENT
Estoppel and Waiver Agreement • March 27th, 2003 • U S Liquids Inc • Hazardous waste management • Texas

This Estoppel and Waiver Agreement (the “Agreement”) is made and entered into effective as of the 15th day of February, 1999, by and between Sanifill, Inc., a Delaware corporation (“Sanifill”), and U S Liquids Inc., a Delaware corporation (“Liquids”).

January 15, 2003
U S Liquids Inc • March 27th, 2003 • Hazardous waste management

Please refer to 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 a waiver letter dated October 4, 2002 (the “10/4 Waiver Letter”), a waiver letter dated October 25, 2002 (the “10/25 Waiver Letter”) and a waiver letter and credit agreement amendment dated as of December 23, 2002 (the “12/23 Waiver Letter”; together with the 10/4 and 10/25 Waiver Letters, the “Prior Waiver Letters”). Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement.

December 23, 2002
U S Liquids Inc • March 27th, 2003 • Hazardous waste management

Please refer to 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. Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement.

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