##### 



Exhibit 4.16

January 15, 2003

U S Liquids Inc.
411 N. Sam Houston Pkwy. E.
Houston, TX 77060
Attention: Treasurer

|    |  |                                      
|--- |  | -------------------------------------
|Re: |  | Waiver, Twelfth Amendment and Consent

Ladies and Gentlemen:

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.

1.     Introduction.

The Company has requested that the Banks agree to a further extension
to January 31, 2003 of the otherwise required December 31, 2002 $3,400,000
reduction in the Commitment Amount.

2.     Waiver, Amendments and Consents.

Notwithstanding anything to the contrary contained in the Credit
Agreement or the Prior Waiver Letters, the Banks agree that the Company may
defer to January 31, 2003 the $3,400,000 reduction in the Commitment Amount that
was originally scheduled to occur on December 31, 2002 and is now scheduled to
occur on January 15, 2003.

3.     Terms and Conditions of Waiver, Amendments and Consents. In
consideration of the foregoing waiver, amendments and consents, the Company
agrees with the Agent and the Required Banks as follows:

(a)  Limitation on Outstandings. The limitation on the Total
Outstandings set forth in Section 3(a) of the Prior Waiver Letters shall remain
in effect through April 15, 2003; provided that the Company shall not be
permitted to obtain Loans to make payments under the finite bonding program with
AIG (as described in the memorandum dated November 6, 2002 from Gary Grossman to
Michael Staunton of Bank of America, N.A. and related and included documents) in
an aggregate principal amount greater than $2,500,000.





---



##### 



U S Liquids Inc.
January 15, 2003
Page 2

4.     Effectiveness. This letter (other than the agreement of the Banks
set forth in Section 2) shall become effective upon receipt by the Agent of (a)
counterparts hereof (or facsimiles thereof) executed by the Company and the
Required Banks, (b) a confirmation of the Guarantors substantially in the form
of Exhibit A, (c) 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 and (d) evidence that
the Company has paid all fees and expenses of the Agent (including all
attorneys fees and expenses) incurred on or prior to the date hereof. The
agreement of the Banks set forth in Section 2 shall become effective upon (i)
receipt of the Agent of counterparts hereof (or facsimiles thereof) executed by
the Company and each Bank and (ii) satisfaction of the conditions set forth in
clauses (b) through (d).

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, each of
the Credit Agreement and the Prior Waiver Letters (including the
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.

[SIGNATURE PAGES FOLLOW]





---



##### 



U S Liquids Inc.
January 15, 2003
Page 3

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.
January 15, 2003
Page 4

| |  |                        |  | 
| |  | ---------------------- |  | 
| |  | 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: |  | 
|       |  | 





---



##### 



CONFIRMATION

Dated as of January 15, 2003

|    |  |                                                                                                                                                      
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|To: |  | Bank of America, N.A., individually and as Administrative Agent,
and the other financial institutions party to the
Credit Agreement referred to below

Please refer to the waiver, amendment and consent letter dated as of
January 15, 2003 (the Waiver 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 administrative agent (the Administrative
Agent).

Each of the undersigned hereby confirms to the Administrative Agent and
the Banks that such undersigned has received a copy of the Waiver and Consent
and that, after giving effect to the Waiver 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.
PARALLEL PRODUCTS OF KENTUCKY, INC.
RE-CLAIM ENVIRONMENTAL LOUISIANA, L.L.C.
ROMIC ENVIRONMENTAL TECHNOLOGIES CORPORATION
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.





---



##### 



| |  |                                                       |  | 
| |  | ----------------------------------------------------- |  | 
| |  | USL PARALLEL PRODUCTS OF CALIFORNIA                  
| |  | WASTE RESEARCH AND RECOVERY, INC.                    
| |  | WASTE STREAM ENVIRONMENTAL, INC.                     
| |  |                                                       |  | 
| |  | By:                                                   |  | 
| |  |                                                       |  | 
| |  | Name:                                                 |  | 
| |  |                                                       |  | 
| |  | Title:                                                |  | 
| |  |                                                       |  | 
| |  |                                                       |  | 
| |  | U S LIQUIDS OF LA., L.P.                             
| |  | By: MBO, Inc., its General Partner                   
| |  |                                                       |  | 
| |  | By:                                                   |  | 
| |  |                                                       |  | 
| |  | Name:                                                 |  | 
| |  |                                                       |  | 
| |  | Title:                                                |  | 
| |  |                                                       |  | 
| |  |                                                       |  | 
| |  | USL MANAGEMENT LIMITED PARTNERSHIP                   
| |  |                                                       |  | 
| |  | By: USL General Management, Inc., its General Partner
| |  |                                                       |  | 
| |  | By:                                                   |  | 
| |  |                                                       |  | 
| |  | Name:                                                 |  | 
| |  |                                                       |  | 
| |  | Title:                                                |  | 
| |  |                                                       |  | 
| |  |                                                       |  | 
| |  | GEM MANAGEMENT, INC.                                 
| |  |                                                       |  | 
| |  | By:                                                   |  | 
| |  |                                                       |  | 
| |  | Name:                                                 |  | 
| |  |                                                       |  | 
| |  | Title:                                                |  | 
| |  |                                                       |  |