August 8, 2002

EXHIBIT 4.14

August 8, 2002

U S Liquids, Inc.
000 X. Xxx Xxxxxxx Xxxx X.
Xxxxx 000
Xxxxxxx, Xxxxx 00000

     Re: Consent under Credit Agreement

Ladies/Gentlemen:

     Please refer to the Second Amended and Restated Credit Agreement dated as of February 3, 1999 (as amended, the “Credit Agreement”) among U S Liquids, Inc. (the “Company”), various financial institutions and Bank of America, N.A. (f/k/a Bank of America National Trust and Savings Association), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings given to them in the Credit Agreement.

     The Required Banks agree that, notwithstanding anything to the contrary contained in Sections 10.23 and 10.24 of the Credit Agreement, (a) the net book value of all property of the Company and its Subsidiaries located at the Ethanol Plant Site, 0000 Xxxxxxx 000, Xxxxxx, Xxxxxxx, 00000 shall not exceed $1,750,000 at any time and (b) Parallel Products of Florida, Inc. may not own assets (other than accounts receivable) with a net book value in excess of $1,750,000.

     This letter agreement may be executed by the parties hereto on separate counterparts. This letter agreement shall become effective when the Administrative Agent has received counterparts hereof executed by the Required Banks and the Company. This letter agreement shall be governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State.

     This letter agreement 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. Except as specifically set forth herein, the Credit agreement herein, the Credit Agreement shall remain in full force and effect and is hereby ratified in all respects.

				Very truly yours,
				BANK OF AMERICA, N.A., as Administrative Agent
				By:		/s/ Xxxxxxxx Xxxxxxx
						Name: Xxxxxxxx Xxxxxxx Title: Vice President
				BANK OF AMERICA, N.A., as a Bank
				By:		/s/ Xxxxxx X. Xxxxxxxx
						Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President
				FLEET NATIONAL BANK, as Syndication Agent and as a Bank
				By:		/s/ Xxxxx X. Xxxxxx
						Name: Xxxxx X. Xxxxxx Title: Vice President
				BANK ONE, NA
				By:		/s/ Xxxxxx Xxxxxx
						Name: Xxxxxx Xxxxxx Title: First Vice President
				THE BANK OF NOVA SCOTIA
				By:		/s/ X. Xxxx
						Name: X. Xxxx Title: Senior Manager
				UNION BANK OF CALIFORNIA
				By:
						Name:
						Title:

				COMERICA BANK
				By:
				Name:
				Title:
				XXXXX FARGO BANK, N.A.
				By:		/s/ Xxxxx Xxxxxxx
				Name: Title:		Xxxxx Xxxxxxx Vice President
				BNP PARIBAS
				By:
				Name:
				Title:
				By:
				Name:
				Title:
ACKNOWLEDGED AND AGREED:
U S LIQUIDS INC.
By:		/s/ Xxxxx Xxxx
Name: Title:		Xxxxx Xxxx Vice President & Treasurer