FIRST AMENDMENT, dated as of October 31, 2000 (this "AMENDMENT"),
to the Amended and Restated  Debtor in Possession  Credit  Agreement,  initially
dated as of June 11, 2000, amended and restated as of July 19, 2000 (the "CREDIT
AGREEMENT")  among  SAFETY-KLEEN  SERVICES,  INC., a Delaware  corporation  (the
"BORROWER"), the financial institutions or entities from time to time parties to
this Agreement (the "LENDERS"),  THE TORONTO DOMINION BANK,  HOUSTON AGENCY,  as
letter of credit issuing bank (the "ISSUING LENDER"),  TORONTO DOMINION (TEXAS),
INC., as administrative agent (the "GENERAL  ADMINISTRATIVE AGENT"), and THE CIT
GROUP/BUSINESS  CREDIT,  INC. ("CIT"),  as collateral agent and underwriter (the
COLLATERAL  AGENT";  collectively  with the General  Administrative  Agent, the
"UNDERWRITERS").

                              W I T N E S S E T H:

               WHEREAS,   the   Borrower   has   requested   that  the   General
Administrative  Agent and the Lenders agree to amend  certain  provisions of the
Credit  Agreement upon the terms and subject to the conditions set forth herein;
and

               WHEREAS,  the General  Administrative  Agent and the Lenders have
agreed to such  amendments only upon the terms and subject to the conditions set
forth herein.

               NOW,  THEREFORE,  in consideration of the premises and the mutual
covenants  contained  herein and in the Credit  Agreement,  the  parties  hereto
hereby agree as follows:

               1.  DEFINED  TERMS.   Unless   otherwise   defined  herein,   all
capitalized  terms  used  herein  shall have the  meanings  given to them in the
Credit Agreement.

               2. AMENDMENT OF SECTION 1.1.  Section 1.1 of the Credit Agreement
is hereby amended by


                (a) inserting the phrase "five-year"  immediately  preceding the
        phrase "business plan and related financial models" in the definition of
        "Business Plan"; and

                (b) inserting the following new definitions in their appropriate
        alphabetical order:

                     "AUDITED    FINANCIAL    STATEMENTS":    as    defined   in
              Section7.1(d).

                     "AUDITED FINANCIAL STATEMENTS DELIVERY DATE": as defined in
              Section 7.1(d)

                     "MANAGEMENT CERTIFIED FINANCIAL STATEMENTS":  as defined in
              Section 7.1(a).

                     "MANAGEMENT  CERTIFIED FINANCIAL STATEMENTS DELIVERY DATE":
              as defined in Section 7.1(a).


<PAGE>
                                                                               2


               3.  AMENDMENT  OF SECTION  6.2(K).  Section  6.2(k) of the Credit
Agreement is hereby amended by replacing the, date "September 12, 2000" with the
date "December 15, 2000".

               4. AMENDMENT OF SECTION 7.1.  Section 7.1 of the Credit Agreement
is hereby amended by

              (a) deleting  section 7. 1 (a) in its  entirety  and  replacing it
       with the following new Section 7. 1 (a):

                            "(a) as  soon  as  available,  but in any  event  by
                     December 31, 2000, copies of unaudited consolidated balance
                     sheets of Holdings and its  consolidated  subsidiaries  and
                     the related unaudited consolidated statements of income and
                     retained  earnings  and  cash  flow  of  Holdings  and  its
                     consolidated  subsidiaries,  for the years ended August 31,
                     1997, August 31, 1998, August 31, 1999 and August 31, 2000,
                     which  statements  shall  be  certified  by  a  Responsible
                     Officer as to the  completeness  and accuracy  thereof in a
                     manner  satisfactory  to the General  Administrative  Agent
                     (collectively,    the   "MANAGEMENT   CERTIFIED   FINANCIAL
                     STATEMENTS"),  PROVIDED,  that the  General  Administrative
                     Agent in its  reasonable  discretion  may, but shall not be
                     required to,  extend the  required  date of delivery of the
                     Management  Certified Financial Statements (the "MANAGEMENT
                     CERTIFIED FINANCIAL STATEMENTS DELIVERY DATE") for a period
                     not to exceed one month;"

              (b)  inserting the phrase  "commencing  with fiscal year 2001," at
       the beginning of Section 7.1(b);

              (c) deleting the word "and" immediately following Section 7.1(b);

              (d) replacing the phrase "fiscal year beginning September 1, 2000"
       with the phrase "commencing on the Audited Financial  Statements Delivery
       Date" in Section 7.1(c);

              (e) inserting the word "and"  immediately  following the semicolon
       after Section 7.1(c);

              (f) inserting the following new Section 7.1(d):

                            "(d) (i) as soon as  available,  but in any event by
                     the  date  that is one  month  after  the  delivery  of the
                     Management  Certified Financial  Statements,  copies of the
                     audited  consolidated  balance  sheets of Holdings  and its
                     consolidated  subsidiaries  and  the  related  consolidated
                     statements  of income and retained  earnings and cash flows
                     of  Holdings  and its  consolidated  subsidiaries,  for the
                     years ended  August 31, 1997, August 31,  1998,  August 31,
                     1999 and August  31,  2000,  setting  forth in each case in
                     comparative   form  the  figures  for  the  previous  year,
                     reported  on without a  qualification  arising,  out of the
                     scope of the audit, by Arthur Andersen, or


<PAGE>
                                                                               3


                     other   independent   certified   public   accountants   of
                     nationally recognized standing, and consolidating schedules
                     and  supporting  analysis in form and substance  reasonably
                     satisfactory  to  the   Underwriters   (collectively,   the
                     "AUDITED FINANCIAL STATEMENTS") PROVIDED,  that the General
                     Administrative Agent in its reasonable  discretion may, but
                     shall not be  required  to,  extend  the  required  date of
                     delivery (the "AUDITED FINANCIAL STATEMENTS DELIVERY DATE")
                     of the Audited Financial Statements for up to two one month
                     periods  not  to  exceed  60  days  and  (ii)  as  soon  as
                     available,  but in any  event by the date that is one month
                     after the Audited Financial  Statements  Delivery Date, the
                     unaudited  consolidated  balance sheets of Holdings and its
                     consolidated   subsidiaries   and  the  related   unaudited
                     consolidated statements of income and retained earnings and
                     of cash flows of Holdings and its consolidated subsidiaries
                     for the fiscal  quarter ending  November 30, 2000,  setting
                     forth in comparative form the figures for the previous year
                     to the extent available,  and  consolidating  schedules and
                     supporting  analysis in form and substance  satisfactory to
                     the  Underwriters,  certified by a  Responsible  Officer as
                     being fairly  stated in all material  respects  (subject to
                     normal year-end audit adjustments),".

               5. AMENDMENT OF SECTION 7.2.  Section 7.2 of the Credit Agreement
is hereby amended by

              (a)  replacing  Section  7.2(d) in its entirety with the following
       new Section 7.2(d)

                            "(d) as soon as  available,  but no  later  than the
                     twentieth Business Day of each fiscal month,  commencing 45
                     days after the Audited Financial  Statements Delivery Date,
                     a report  setting,  forth  the  calculations  demonstrating
                     compliance  (or the failure to comply)  with the  covenants
                     established pursuant  to Section 7.11, in a form reasonably
                     satisfactory to the General Administrative Agent;"

              (b) deleting the word "and" immediately following the semicolon in
       Section  7.2(g) and  inserting  the  following  new  Sections 7.2 (h) and
       7.2(i):

                            "(h) with  respect  to any  proposed  Asset  Sale or
                     other  Disposition  greater  than  $250,000  but less  than
                     $5,000,000,  a memorandum from the Borrower: (i) describing
                     the  asset,  how  such  asset  is  used  in the  Borrower's
                     business  and  other  potential  uses  of the  asset,  (ii)
                     identifying  the legal  entity  owning,  the  asset,  (iii)
                     specifying  the  estimated  tax or estimated  book basis of
                     asset, (iv) explaining the rationale for the proposed sale,
                     (v) summarizing  business losses, cost increases or savings
                     associated  with the sale,  (vi)  summarizing  the proposed
                     asset  sale  process  and  (vii) to the  extent  available,
                     summarizing  appraisal(s)  or  other  underlying  valuation
                     analyses;


<PAGE>
                                                                               4


                            "(i) with  respect  to any  proposed  Asset  Sale or
                     other  Disposition  equal to or greater than $5,000,000,  a
                     memorandum from the Borrower (i) containing the information
                     described  in  Section  7.2(h)  (ii) a  detailed  financial
                     (cost/benefit)  analysis of the asset  demonstrating  why a
                     sale is superior to continued  operation or redeployment of
                     the  asset,  (iii)  copies  of  any   solicitation/offering
                     memoranda/term  sheets or other sales materials prepared in
                     conjunction  with the sale process and (iv) any  supporting
                     analyses  prepared by the  Borrower's  financial  advisors;
                     and"

              (c) renumbering current Section 7.2(h) as new Section 7.2(j).

               6.  AMENDMENT  OF  SECTION  7.11.  Section  7.11  of  the  Credit
Agreement  is hereby  amended  by  replacing  Section  7.11 in its  entirety  as
follows:

                   "7.11 FINANCIAL CONDITION COVENANTS. On or before October 31,
       2000, the Borrower shall provide each Lender with a preliminary  draft of
       the  Business  Plan,  and,  within 45 days  after the  Audited  Financial
       Statements  Delivery  Date,  shall provide each Lender with a copy of the
       final Business Plan. The Borrower shall afford the General Administrative
       Agent and the  Underwriters  full opportunity to conduct due diligence in
       respect thereof.  The General  Administrative  Agent and the Underwriters
       shall negotiate in good faith such financial covenants (including capital
       expenditure  limitations)  as they may  deem  appropriate  in their  sole
       discretion.  Within  15  days  after  the  Audited  Financial  Statements
       Delivery  Date,  the  Borrower  shall  execute and deliver to the General
       Administrative  Agent an amendment in form and substance  satisfactory to
       the General  Administrative  Agent and the  Underwriters,  containing the
       above-referenced financial covenants."

               7.  AMENDMENT OF SECTION 9. Section 9 of the Credit  Agreement is
hereby amended by

              (a) inserting the  parenthetical  phrase "(other than the delivery
       of  information  required by  Sections  7.2(h) and  7.2(i))"  immediately
       following  the phrase "The Borrower or any other Loan Party shall default
       in the performance or observance of any other agreement" in Section 9(e);
       and

              (b) replacing  Section 9(p) in its entirety with the following new
       Section 9(p):

                     "(p) the  Borrower  shall  have  failed to  deliver  to the
              Underwriters  (i) by October 31, 2000, a preliminary  draft of the
              Business  Plan,  (ii) within 45 days after the  Audited  Financial
              Statements  Delivery Date, the final Business Plan or (iii) within
              30 days after the  delivery of the Business  Plan,  a  preliminary
              Plan of Reorganization  restructuring proposal consistent with the
              final Business Plan;"

               8.  REPRESENTATIONS  AND WARRANTIES.  After giving effect to this
Amendment,  the  Borrower  hereby  represents  and  warrants  that  all  of  the
representations  and warranties  contained in the Credit  Agreement are true and
correct in all material  respects as of the date hereof (unless stated to relate
to a specific earlier date, in which case such representations and



<PAGE>
                                                                               5


warranties shall be true and correct in all material respects as of such earlier
date) and that no Default or Event of Default has occurred and is continuing.

               9. FEES. As consideration for the Lenders'  agreements under this
Amendment,  the Borrower agrees to pay, upon the execution and delivery  hereof,
to the  General  Administrative  Agent,  for the  account  of each  Lender  that
executes and delivers this  Agreement by October 31, 2000, an amendment fee (the
"AMENDMENT FEE") in an aggregate amount equal to 0.375 % of the Revolving Credit
Commitments.

               10.  EXPENSES.  The  Borrower  agrees  to pay and  reimburse  the
General  Administrative Agent for all of its reasonable  out-of-pocket costs and
expenses  incurred in connection with the negotiation,  preparation,  execution,
and delivery of this  Amendment,  including the reasonable  fees and expenses of
counsel.

               11.  EFFECTIVENESS.  This Amendment shall become effective on the
date upon  which the  General  Administrative  Agent  shall  have  received  (i)
counterparts  hereof duly executed by the Borrower and the Required  Lenders and
(ii) payment of the Agency Fee and the Amendment Fee.

               12.  CONTINUING  EFFECTS.  Except as expressly  waived or amended
hereby, the Credit Agreement shall continue to be and shall remain in full force
and effect in accordance with its terms.

               13. COUNTERPARTS.  This Amendment may be executed by the parties
hereto on one or more counterparts, and all of such counterparts shall be deemed
to constitute  one and the same  instrument.  This Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.

               14.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


<PAGE>



               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their proper and duly  authorized  officers
as of the day and year first above written.

                                     SAFETY-KLEEN SERVICES, INC.



                                     By:    /s/ Larry W. Singleton
                                          -------------------------------
                                          Name:  Larry W. Singleton
                                          Title: C.F.O.
                                                  10/31/2000


<PAGE>


                                     TORONTO DOMINION (TEXAS), INC.,



                                          as General Administrative Agent,
                                          Underwriter and Lender


                                     By:  -------------------------------
                                          Name:
                                          Title:

<PAGE>


                                     THE TORONTO-DOMINION BANK,
                                     HOUSTON AGENCY
                                          as Issuing Lender


                                     By:  -------------------------------
                                          Name:
                                          Title:


<PAGE>



                                     THE CIT GROUP/BUSINESS CREDIT, INC.,
                                     as Collateral Agent, Underwriter and Lender


                                     By:  -------------------------------
                                          Name:
                                          Title:



<PAGE>



                                     BANK OF AMERICA, N.A.


                                     By:  -------------------------------
                                          Name:
                                          Title:
<PAGE>

                                     BANK ONE, NA


                                     By:  -------------------------------
                                          Name:
                                          Title:


<PAGE>




                                     GOLDMAN SACHS CREDIT PARTNERS, L.P.


                                     By:  -------------------------------
                                          Name:
                                          Title:


<PAGE>


                                     SENIOR DEBT PORTFOLIO
                                     By Boston Management and Research,
                                        as Advisor


                                     By:  -------------------------------
                                          Name:
                                          Title: