================================================================================



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


                              EXCHANGE ACT OF 1934



                For the Quarterly Period Ended November 30, 2001


                          Commission File Number 1-8368


                               SAFETY-KLEEN CORP.

             (Exact name of registrant as specified in its charter)


           Delaware                                        51-0228924
-------------------------------                          --------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1301 Gervais Street Columbia, Suite 300, South Carolina                  29201
-------------------------------------------------------                 -------
(Address of principal executive offices)                              (Zip Code)


       (803) 933-4200 (Registrant's telephone number, including area code)
       --------------

  ---------------------------------------------------------------------------
  (Former name, address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


         Yes    No  X
            ---    ---

The number of shares of the issuer's common stock outstanding as of January 4,
2002 was 100,783,596.


================================================================================
<PAGE>



                               SAFETY-KLEEN CORP.


                                      INDEX


PART I FINANCIAL INFORMATION..................................................3

PART II  OTHER INFORMATION

Item 1   Legal Proceedings....................................................3

Item 5   Other Information....................................................6

Item 6   Exhibits and Reports on Form 8-K.....................................7

Signatures...................................................................16

Exhibit Index................................................................17
















                                     Page 2
<PAGE>

                         PART I - FINANCIAL INFORMATION

          Safety-Kleen  Corp.  (the  "Registrant"  or  "Safety-Kleen")  and  its
subsidiaries  (collectively  referred to as the "Company")  have omitted certain
information  responsive  to Items 1, 2 and 3 of Part I of Form 10-Q and portions
of other Items which  elicit  financial  information.  As  described  in greater
detail  in Part I,  Item 1  "Business  -  Factors  Affecting  Future  Results  -
Uncertainties  Relating to the  Company's  Internal  Controls," of the Company's
Form 10-K for the year ended August 31, 2001,  the Company,  with the assistance
of Jefferson Wells  International and Arthur Andersen LLP, is working to correct
material  deficiencies in the Company's internal controls.  Despite the progress
made by the Company in correcting the deficiencies,  the Company was not able to
prepare its financial  statements for the fiscal quarter ended November 30, 2001
within the time limitations  imposed by federal securities laws and regulations.
At such time as the financial  statements  for the fiscal quarter ended November
30, 2001 have been prepared,  the Company  intends to amend this Form 10-Q, file
the financial statements required by Form 10-Q and provide the information which
has been omitted in this filing.  The Company  anticipates making that filing as
soon as practicable.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Except as herein set  forth,  there have been no  additional  significant  legal
proceedings  or any  material  changes  in the legal  proceedings  other than as
reported in PART II, Item 3 of the Company's  Report on Form 10-K for the twelve
months ended August 31, 2001.

ACTIONS AGAINST LAIDLAW INC.

In December  2001,  pursuant  to the  Safety-Kleen/Laidlaw  Mediation  Discovery
Protocol,  the Debtors,  the Debtors'  secured  lenders,  the Debtors'  Official
Committee of Unsecured Creditors, certain of the Debtors' directors, the Laidlaw
Group  and  the  Laidlaw  creditors'   committee  and  subcommittees  agreed  to
undertake, on an expedited and consolidated basis, limited preliminary discovery
to obtain  information  to assist in presenting  submissions to a mediator in an
effort to resolve  certain  outstanding  claims between and among the parties in
the Safety-Kleen and Laidlaw bankruptcy cases.

MATTERS RELATED TO INVESTIGATION OF FINANCIAL RESULTS

In the case captioned Eaton Vance Distributors,  Inc., T. Rowe Price Associates,
Inc.,  Delaware  Investment  Advisors,  John  Hancock  Funds,  Inc.,  and Putnam
Investments,  Inc., v. Kenneth W. Winger, Laidlaw Inc., John R. Grainger,  James
R. Bullock,  Paul R. Humphreys,  John Rollins, Sr., John W. Rollins, Jr., Leslie
W. Haworth,  David E. Thomas, Jr., Henry B. Tippie, James L. Wareham,  Grover C.
Wrenn,  Michael J. Bragagnolo and Henry H. Taylor, Case No. 01AS01376,  filed in
the Superior Court of the State of California,  County of Sacramento,  the Court
granted defendants' Motion to Quash for lack of personal jurisdiction on October
26, 2001. Plaintiffs have filed an appeal of the Court's decision.


                                     Page 3
<PAGE>


On October 4, 2001, the Company, along with Robert Luba, the Estate of John
Rollins, Sr., John Rollins, Jr., David E. Thomas, Jr., Henry B. Tippie, James L.
Wareham, and Grover C. Wrenn
filed an action in the Circuit Court of South Carolina, Richland County, against
PricewaterhouseCoopers  LLP and  PricewaterhouseCoopers  LLP (Canada), Civil No.
3:01-4247-17  (the "PWC Action").  The PWC Action  alleges,  among other things,
that the  defendants  were  negligent  and  reckless  in failing to comply  with
applicable industry and professional  standards in their review and audit of the
Company's  financial  statements  and in the negligent  and reckless  failure to
detect and/or report material  misstatements in those financial statements.  The
Complaint  alleges  causes of action for breach of contract,  breach of contract
accompanied   by  a   fraudulent   act,   professional   negligence,   negligent
misrepresentation,  violations of the South Carolina  Unfair Trade Practices Act
and a  declaratory  judgment  for  indemnification  on behalf  of the  plaintiff
directors.  The Complaint  seeks in excess of $1.0 billion from the  defendants.
The defendants have removed this case to federal court and moved to dismiss. The
plaintiffs  have moved the court to abstain and remand the case to state  court.
The Company intends to pursue this claim vigorously.

On December 13, 2000,  thirteen  lenders to  Safety-Kleen  Services,  Inc., sued
PricewaterhouseCoopers,  LLP,  in the  State  Court of  Fulton  County  Georgia,
alleging  negligent   misrepresentation  by   PricewaterhouseCoopers,   LLP,  in
connection  with  the  financial   statements  of  Safety-Kleen  Corp.  and  its
subsidiaries for fiscal years 1997, 1998 and 1999. The case is captioned Toronto
Dominion (Texas), Inc., et al. v. PricewaterhouseCoopers,  LLP, Civil Action No.
00 VS 02679 F. The  complaint has been amended  twice,  and the  plaintiffs  now
number over 90 lenders to  Safety-Kleen  Services,  Inc.  On October  23,  2001,
PricewaterhouseCoopers,  LLP,  filed a motion  for  leave to file a  third-party
complaint  naming  Safety-Kleen  Corp. and former  Safety-Kleen  Corp.  officers
Kenneth W. Winger,  Michael J. Bragagnolo,  and Paul B. Humphreys as third party
defendants  in a third party claim for  indemnity or  contribution.  The Georgia
state court has yet to rule on the motion.  If the  Georgia  state court  grants
leave to PricewaterhouseCoopers, LLP, to file its proposed third party complaint
and if PricewaterhouseCoopers, LLP, attempts to serve a third party complaint on
Safety-Kleen Corp.,  Safety-Kleen Corp. intends to argue vigorously that serving
such a third party  complaint on  Safety-Kleen  is a violation of the  automatic
stay provisions of federal bankruptcy law.

FINANCIAL ASSURANCE ISSUES

The  Company  has  made  additional  progress  in its  replacement  of  Frontier
Insurance Company ("Frontier") as a provider of financial assurance coverage. On
December 31, 2001, the Company provided the collateral necessary to enable it to
replace Frontier surety bonds at two additional active  facilities,  pursuant to
Bankruptcy  Court  approval  obtained on November 5, 2001.  Consequently,  as of
January 1, 2002, the Company was in a position to provide replacement  financial
assurance  coverage at all but  approximately  18 inactive  facilities.  (Actual
replacement  is dependent  upon  acceptance  by  regulators  of the  replacement
policies.)  The  current EPA  deadline  for the  replacement  of Frontier at the
inactive  facilities for which it has  jurisdiction is March 31, 2002.  However,
the Company is negotiating  with the EPA for a revised deadline of July 31, 2002
for replacement of Frontier at the inactive  facilities in the Chemical Services
Division, with the March 31, 2002 deadline remaining for the inactive facilities
in the Branch Sales and Services  Division.  There can be no assurance  that the
EPA will  agree to revise  the  deadline  for  replacement  of  Frontier  at the
inactive   facilities  in  the  Chemical  Services  Division.   The  Company  is
negotiating  with states that have retained  primary  jurisdiction on this issue
and which have  facilities  where Frontier has not yet been replaced  to accept
these

                                     Page 4
<PAGE>


deadlines.  However,  the Company  has not  concluded  agreements  with all such
states.  There can be no assurance that the Company will be able to complete its
replacement of Frontier on a schedule  acceptable to the EPA and the states.  If
it does not,  the  Company  could be  assessed  penalties  in  addition to those
identified  in PART II,  Item 3 of the  Company's  Report  on Form  10-K for the
twelve months ended August 31, 2001.

SAFETY-KLEEN (PINEWOOD), INC.

On December 19, 2001,  the United States Court of Appeals for the Fourth Circuit
issued its decision on the appeals from  Pinewood and DHEC that had been pending
since 2000.  (Safety-Kleen  (Pinewood),  Inc., et. al. v. Bradford W. Wyche, et.
al, Case Nos. 00-2170, 00-2179, 00-2180, 00-2181, 00-2182, 00-2213, 00-2214 (4th
Cir.,  December 19, 2001)). The Fourth Circuit (1) affirmed the District Court's
ruling that Pinewood's action was not barred for failing to state a claim, or on
other jurisdictional grounds, (2) reversed the District Court's ruling as to the
automatic stay, holding that the automatic stay does not apply to DHEC's efforts
to enforce the financial assurance  requirements,  and (3) affirmed the District
Court's denial of Pinewood's motion for a preliminary injunction.  On January 2,
2002, the Company filed a petition for rehearing and suggestion for rehearing en
banc with the United States Court of Appeals for the Fourth Circuit.

HUDSON COUNTY IMPROVEMENT AUTHORITY LITIGATION

Representatives  of all the  parties  involved  in the  remediation  development
activities  at the  Kearny,  NJ site met on  December  5,  2001 for  preliminary
discussions of a final resolution of all open issues.

GENERAL

The Company's hazardous and industrial waste services are continuously regulated
by federal,  state,  provincial and local laws enacted to regulate the discharge
of materials into the environment or primarily for the purpose of protecting the
environment.  This inherent regulation of the Company necessarily results in its
frequently becoming a party to judicial or administrative  proceedings involving
all levels of governmental  authorities and other interested parties. The issues
that are involved  generally  relate to applications for permits and licenses by
the Company and their conformity with legal  requirements and alleged violations
of  existing  permits  and  licenses.  At  January  7,  2002,   subsidiaries  of
Safety-Kleen  were  involved  in  eight  proceedings  in  which  a  governmental
authority  is a party  relating  primarily  to  activities  at waste  treatment,
storage and disposal facilities where the Company believes sanctions involved in
each instance may exceed $100,000.

In the United  States,  CERCLA  imposes  financial  liability on persons who are
responsible  for the  release  of  hazardous  substances  into the  environment.
Present  and  past  owners  and  operators  of  sites  which  release  hazardous
substances,  as well as generators,  disposal  arrangers and transporters of the
waste material,  may be strictly,  jointly and severally  liable for remediation
costs and  natural  resources  damage.  At  January  7, 2002,  the  Company  had
identified 59 active federal or state-run CERCLA sites where the Company is PRP.
The Company  periodically  reviews its status with respect to each  location and
the extent of its alleged  contribution  to the volume of waste at the location,
the  available  evidence  connecting  the  Company  to  that  location,  and the
financial soundness of other PRP's at the location.

                                     Page 5
<PAGE>

ITEM 5. OTHER INFORMATION

Chapter 11 Bankruptcy

As described in greater detail in the Company's Annual Report on Form 10-K/A for
the fiscal year ended August 31, 2000, on June 9, 2000,  Safety-Kleen  Corp. and
73 of its domestic  subsidiaries  (collectively,  the "Debtors") filed voluntary
petitions  for relief (the  "Chapter 11 Cases")  under  Chapter 11 of the United
States Bankruptcy Code, 11 U.S.C. ss.ss.  101-1330,  as amended (the "Bankruptcy
Code") in the United States  Bankruptcy  Court for the District of Delaware (the
"Bankruptcy Court").

Currently,  it is not  possible to predict  the length of time the Company  will
operate  under the  protection  of  Chapter  11, the  outcome of the  Chapter 11
proceedings in general,  or the effect of the proceedings on the business of the
Company or on the interests of the various creditors and security holders. Under
the Bankruptcy  Code,  post-petition  liabilities and  pre-petition  liabilities
subject to  compromise  must be satisfied  before  shareholders  can receive any
distribution.  The  ultimate  recovery  to  shareholders,  if any,  will  not be
determined  until the end of the case when the fair value of the Debtors' assets
is compared to the liabilities  and claims against the Debtors.  There can be no
assurance as to what value,  if any, will be ascribed to the common stock in the
bankruptcy proceedings.

DIP Facility

On July 19, 2000,  the  Bankruptcy  Court granted  final  approval of a one-year
$100.0 million Revolving Credit, Term Loan, and Guaranty Agreement  underwritten
by the Toronto Dominion Bank as general  administrative agent and the CIT Group,
Inc. as  collateral  agent (the "DIP  Facility")  with  sublimits for letters of
credit of $35.0 million.  The amount available under the DIP Facility is subject
to a borrowing  base  computation.  The DIP  Facility  has been  amended on nine
occasions.  The seventh  amendment and  agreement  dated as of October 16, 2001,
increased the sublimits for letters of credit to $95.0 million. The DIP Facility
matures on the earlier of January 31, 2002 or the effective  date of the plan or
plans of  reorganization.  The Company is currently  negotiating an extension of
the maturity date of the DIP Facility as well as an increase in the DIP Facility
to  accommodate  additional  cash and letter of credit  requirements.  While the
Company believes it will negotiate an acceptable  extension and increase,  there
can be no assurance  that such  extension  will occur,  or such increase will be
granted.

Proceeds from the DIP Facility may be used to fund post-petition working capital
and for other general corporate purposes during the term of the DIP Facility and
to pay certain  pre-petition  claims,  including those of critical vendors.  The
$95.0  million  sublimit on letters of credit is further  stratified  into $35.0
million   available  for  auto   liability,   general   liability  and  worker's
compensation  insurance  for  fiscal  years  2001 and 2002;  $15.0  million  for
performance  bonding;  and $45.0 million for additional financial assurance with
respect to certain facilities.

As of January  11,  2002,  no amounts  had been  drawn on the DIP  Facility  and
approximately  $74.0 million of letters of credit had been issued.  In addition,
the Company had no  additional  availability  under the DIP  Facility as of that
date. The Debtors are jointly and severally liable under the DIP Facility.

                                     Page 6
<PAGE>

Subsequent to May 31, 2001,  the Company failed to provide  certain  preliminary
plan of reorganization  information,  for which waivers of  non-compliance  have
been received.  As of January 11, 2002, the Company had issued letters of credit
in excess of the amount  allowed by the borrowing base  computation  included in
the DIP Facility.  Under the DIP Facility,  the Company is required to repay the
excess  plus 5%.  On  January  14,  2002,  the  Company  obtained  a  waiver  of
non-compliance which exempted the Company from repaying such amounts.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)   Exhibits:

(3)(a) Restated  Certificate of  Incorporation of the Company dated May 13, 1997
and Amendment to Certificate of Incorporation dated May 15, 1997, Certificate of
Correction  Filed to  Correct  a  Certain  Error  in the  Restated  and  Amended
Certificate of Incorporation of the Company dated October 15, 1997,  Certificate
of Amendment to the Restated  Certificate of  Incorporation of the Company dated
November 25, 1998, and  Certificate of Amendment to the Restated  Certificate of
Incorporation  of the Company  dated  November  30,  1998,  all filed as Exhibit
(3)(a) to the  Registrant's  Form 10-Q for the three months  ended  February 28,
2001, and incorporated herein by reference.

(3)(b)  Amended and Restated  Bylaws of the Company,  filed as Exhibit (3)(b) to
the Registrant's  Form 10-K for the year ended August 31, 2000, and incorporated
herein by reference.

(4)(a) Indenture dated as of May 29, 1998 between LES, Inc. (a subsidiary of the
Registrant), Registrant, subsidiary guarantors of the Registrant and The Bank of
Nova Scotia Trust  Company of New York,  as trustee filed as Exhibit 4(b) to the
Registrant's  Form S-4 Registration  Statement No. 333-57587 filed June 24, 1998
and incorporated herein by reference.

(4)(b)  First  Supplemental  Indenture  effective  as of November 15, 1998 among
Safety-Kleen Services, Inc. the Registrant, SK Europe, Inc. and The Bank of Nova
Scotia  Trust  Company of New York,  as trustee  filed as Exhibit  (4)(f) to the
Registrant's  Form S-4 Registration  Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.

(4)(c)  Second  Supplemental  Indenture  effective  as  of  May  7,  1999  among
Safety-Kleen Services, Inc. the Company, SK Services,  L.C., SK Services (East),
L.C. and The Bank of Nova Scotia Trust  Company of New York, as trustee filed as
Exhibit   (4)(d)  to  the  Company's  Form  10-K  filed  October  29,  1999  and
incorporated herein by reference.

(4)(d)  Indenture  dated as of May 17, 1999  between the Company and the Bank of
Nova Scotia Trust Company of New York, as trustee filed as Exhibit (4)(b) to the
Registrant's  Form S-4 Registration  Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.

(4)(e) Amended and Restated  Credit  Agreement among Laidlaw  Chem-Waste,  Inc.,
Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion (Texas) Inc., The
Toronto-Dominion  Bank,  TD  Securities  (USA)  Inc.,  The Bank of Nova  Scotia,
NationsBank,  N.A. and The First National Bank of Chicago and NationsBank,  N.A.
as  Syndication  Agent dated as of April 3, 1998,  filed as Exhibit  4(f) to the
Registrant's  Form  10-Q  for the  three  months  ended  February  28,  1999 and
incorporated herein by reference.

(4)(f)  Supplement to the Amended and Restated  Credit  Agreement  among Laidlaw
Chem-Waste, Inc., Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion
(Texas) Inc., The  Toronto-Dominion  Bank, TD Securities (USA) Inc., The Bank of
Nova  Scotia,  NationsBank,  N.A.  and The First  National  Bank of Chicago  and
NationsBank,  N.A.  as  Syndication  Agent  dated as of April 3, 1998,  filed as
Exhibit 4(e) to a subsidiary of the Registrant's Form S-4 Registration Statement
No. 333-57587 filed June 24, 1998 and incorporated herein by reference.

                                     Page 7

<PAGE>


(4)(g) Waiver and First Amendment to the Amended and Restated  Credit  Agreement
dated  as of May 15,  1998  among  LES,  Inc.,  Laidlaw  Environmental  Services
(Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion
Bank, TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,  N.A., The
First  National  Bank of Chicago and  Wachovia  Bank filed as Exhibit  4(f) to a
subsidiary of the  Registrant's  Form S-4  Registration  Statement No. 333-57587
filed June 24, 1998 and incorporated herein by reference.

(4)(h)  Commitment  to Increase  Supplement  to the Amended and Restated  Credit
Agreement  dated as of June 3,  1998  among  LES,  Inc.,  Laidlaw  Environmental
Services (Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto
Dominion Bank, TD Securities  (USA) Inc., The Bank of Nova Scotia,  NationsBank,
N.A., The First National Bank of Chicago and Wachovia Bank filed as Exhibit 4(g)
to a  subsidiary  of  the  Registrant's  Form  S-4  Registration  Statement  No.
333-57587 filed June 24, 1998 and incorporated herein by reference.

(4)(i) Second Amendment to the Amended and Restated Credit Agreement dated as of
November 20, 1998 among  Safety-Kleen  Services,  Inc.  (formerly  known as LES,
Inc.),   Safety-Kleen   Services  (Canada)  Ltd.   (formerly  known  as  Laidlaw
Environmental  Services  (Canada) Ltd.), the Lenders,  Toronto Dominion (Texas),
Inc.,  The Toronto  Dominion  Bank, TD Securities  (USA) Inc.,  The Bank of Nova
Scotia, NationsBank,  N.A., The First National Bank of Chicago and Wachovia Bank
N.A., filed as Exhibit (4)(j) to the Registrant's Form 10-Q for the three months
ended February 28, 1999 and incorporated herein by reference.

(4)(j) Waiver and Third Amendment to the Amended and Restated  Credit  Agreement
dated as of May 6, 1999 among  Safety-Kleen  Services,  Inc.  (formerly known as
LES,  Inc.),  Safety-Kleen  Services  (Canada) Ltd.  (formerly  known as Laidlaw
Environmental  Services  (Canada) Ltd.), the Lenders,  Toronto Dominion (Texas),
Inc.,  The Toronto  Dominion  Bank, TD Securities  (USA) Inc.,  The Bank of Nova
Scotia, NationsBank,  N.A., The First National Bank of Chicago and Wachovia Bank
N.A. filed as Exhibit (4)(l) to the Registrant's Form S-4 Registration Statement
No. 333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(k) Fourth  Amendment  dated as of March 13, 2000 to the Amended and Restated
Credit  Agreement  dated as of May 6, 1999  among  Safety-Kleen  Services,  Inc.
(formerly known as LES, Inc.),  Safety-Kleen  Services  (Canada) Ltd.  (formerly
known as Laidlaw  Environmental  Services  (Canada) Ltd.), the Lenders,  Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The
Bank of Nova Scotia,  NationsBank,  N.A., The First National Bank of Chicago and
Wachovia Bank N.A. filed as Exhibit (4)(l) to the Registrant's Form 10-Q for the
three months ended May 31, 2000 and incorporated herein by reference.

(4)(l)  Consent  dated as of March 16, 2000 to the Amended and  Restated  Credit
Agreement dated as of May 6, 1999 among  Safety-Kleen  Services,  Inc. (formerly
known as LES,  Inc.),  Safety-Kleen  Services  (Canada) Ltd.  (formerly known as
Laidlaw  Environmental  Services  (Canada) Ltd.), the Lenders,  Toronto Dominion
(Texas),  Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank,  N.A., The First National Bank of Chicago and Wachovia
Bank N.A.  filed as Exhibit (4)(m) to the  Registrant's  Form 10-Q for the three
months ended May 31, 2000 and incorporated herein by reference.

(4)(m) Amended and Restated  $100,000,000  Debtor In Possession Credit Agreement
among Safety-Kleen Services, Inc., The Several Lenders from Time to Time Parties
thereto,  Toronto Dominion (Texas),  Inc., as General  Administrative  Agent and
Underwriter  and The CIT  Group/Business  Credit,  Inc. as Collateral  Agent and
Underwriter  Initially dated as of June 11,

                                     Page 8

<PAGE>

 2000 Amended and Restated as of July
19, 2000 Company filed as Exhibit (4)(m) to the  Registrant's  Form 10-K for the
year ended August 31, 2000 and incorporated herein by reference.

(4)(n)  First  Amendment,  dated as of October  31,  2000,  to the  Amended  and
Restated  $100,000,000  Debtor In Possession Credit Agreement among Safety-Kleen
Services,  Inc., The Several Lenders from Time to Time Parties thereto,  Toronto
Dominion (Texas),  Inc., as General Administrative Agent and Underwriter and The
CIT Group/Business  Credit,  Inc. as Collateral Agent and Underwriter  Initially
dated as of June 11, 2000  Amended and  Restated as of July 19,  2000,  filed as
Exhibit (4)(n) to the Registrant's Form 10-Q for the three months ended November
30, 2000 and incorporated herein by reference.

(4)(o)  Second  Amendment  and Waiver,  dated as of February  28,  2001,  to the
Amended and Restated  Debtor-in-Possession  Credit Agreement among  Safety-Kleen
Services,  Inc.,  The  Several  Lenders  from  Time  to  Time  Parties  thereto,
Toronto-Dominion  (Texas), Inc. as General  Administrative Agent and Underwriter
and The CIT  Group/Business  Credit,  Inc. as Collateral  Agent and  Underwriter
Initially  dated as of June 11, 2000,  Amended and Restated as of July 19, 2000,
filed as  Exhibit  (4)(o) to the  Registrant's  Form  10-K/A  for the year ended
August 31, 2000, filed on July 9, 2001 and incorporated herein by reference.

(4)(p) Third  Amendment  and Waiver,  dated as of March 28, 2001, to the Amended
and Restated  Debtor-in-Possession Credit Agreement among Safety-Kleen Services,
Inc., The Several  Lenders from Time to Time Parties  thereto,  Toronto-Dominion
(Texas),  Inc.  as  General  Administrative  Agent and  Underwriter  and The CIT
Group/Business  Credit, Inc. as Collateral Agent and Underwriter Initially dated
as of June 11, 2000,  Amended and Restated as of July 19, 2000, filed as Exhibit
(4)(p) to the Registrant's Form 10-K/A for the year ended August 31, 2000, filed
on July 9, 2001 and incorporated herein by reference.

(4)(q) Fourth  Amendment and Waiver,  dated as of April 30, 2001, to the Amended
and Restated  Debtor-in-Possession Credit Agreement among Safety-Kleen Services,
Inc., The Several  Lenders from Time to Time Parties  thereto,  Toronto-Dominion
(Texas),  Inc.  as  General  Administrative  Agent and  Underwriter  and The CIT
Group/Business  Credit, Inc. as Collateral Agent and Underwriter Initially dated
as of June 11, 2000,  Amended and Restated as of July 19, 2000, filed as Exhibit
(4)(q) to the Registrant's Form 10-K/A for the year ended August 31, 2000, filed
on July 9, 2001 and incorporated herein by reference.

(4)(r) Fifth Amendment and Agreement, dated as of August 6, 2001, to the Amended
and Restated  Debtor-in-Possession Credit Agreement among Safety-Kleen Services,
Inc., The Several  Lenders from Time to Time Parties  thereto,  Toronto-Dominion
(Texas),  Inc.  as  General  Administrative  Agent and  Underwriter  and The CIT
Group/Business  Credit, Inc. as

                                     Page 9

<PAGE>


Collateral  Agent and Underwriter  Initially dated as of June 11, 2000,  Amended
and Restated as of July 19, 2000,  filed as exhibit  (4)(r) to the  Registrant's
Form 10-Q/A for the quarter ended May 31, 2001,  filed on September 26, 2001 and
incorporated herein by reference.

(4)(s) Sixth  Waiver dated as of September 4, 2001,  to the Amended and Restated
Debtor-in-Possession  Credit Agreement among  Safety-Kleen  Services,  Inc., The
Several  Lenders from Time to Time Parties  thereto,  Toronto-Dominion  (Texas),
Inc. as General  Administrative Agent and Underwriter and The CIT Group/Business
Credit, Inc. as Collateral Agent and Underwriter  Initially dated as of June 11,
2000,  Amended and  Restated as of July 19, 2000 filed as Exhibit  (4)(s) to the
Registrant's  Form 10-Q/A for the quarter ended May 31, 2001, filed on September
26, 2001 and incorporated herein by reference.

(4)(t)  Seventh Waiver dated as of October 16, 2001, to the Amended and Restated
Debtor-in-Possession  Credit Agreement among  Safety-Kleen  Services,  Inc., The
Several  Lenders from Time to Time Parties  thereto,  Toronto-Dominion  (Texas),
Inc. as General  Administrative Agent and Underwriter and The CIT Group/Business
Credit, Inc. as Collateral Agent and Underwriter  Initially dated as of June 11,
2000,  Amended and  Restated as of July 19, 2000 filed as Exhibit  (4)(t) to the
Registrant's Form 10-K for the year ended August 31, 2001, filed on November 29,
2001 and incorporated herein by reference.

(4)(u) Eighth  Amendment and Waiver dated as of November 27, 2001, to the to the
Amended and Restated  Debtor-in-Possession  Credit Agreement among  Safety-Kleen
Services,  Inc.,  The  Several  Lenders  from  Time  to  Time  Parties  thereto,
Toronto-Dominion  (Texas), Inc. as General  Administrative Agent and Underwriter
and The CIT  Group/Business  Credit,  Inc. as Collateral  Agent and  Underwriter
Initially dated as of June 11, 2000, Amended and Restated as of July 19, 2000.

(4)(v) Ninth  Waiver  dated as of January 14, 2002,  to the Amended and Restated
Debtor-in-Possession  Credit Agreement among  Safety-Kleen  Services,  Inc., The
Several  Lenders from Time to Time Parties  thereto,  Toronto-Dominion  (Texas),
Inc. as General  Administrative Agent and Underwriter and The CIT Group/Business
Credit, Inc. as Collateral Agent and Underwriter  Initially dated as of June 11,
2000,

<PAGE>


Amended and Restated as of July 19, 2000.

(4)(w) Letter Agreement among Toronto Dominion (Texas),  Inc., as administrative
agent,  the Company and  Safety-Kleen  Systems,  Inc.  dated  December  12, 2000
relating to the Amended and Restated  Marketing  and  Distribution  Agreement by
Safety-Kleen  Systems,  Inc. and System One Technologies  Inc., filed as Exhibit
(4)(o) to the  Registrant's  Form 10-Q for the three months  ended  February 28,
2001, and incorporated herein by reference.

(4)(x)  Registration  Rights  Agreement  dated May 15, 1997 between the Company,
Laidlaw  Transportation,  Inc.  and Laidlaw  Inc. the form of which was filed as
Exhibit B to Annex A to the Registrant's  Definitive Proxy Statement on Form DEF
14A, filed on May 1, 1997 and incorporated herein by reference.

(4)(y)  Indenture  dated as of May 1, 1993  between the  Industrial  Development
Board  of  the   Metropolitan   Government  of  Nashville  and  Davidson  County
(Tennessee)  and  NationsBank of Tennessee,  N.A.,  filed as Exhibit 4(f) to the
Registrant's  Form 10-Q for the three months ended May 31, 1997 and incorporated
herein by reference.

(4)(z) Indenture of Trust dated as of August 1, 1995 between Tooele County, Utah
and West One Bank,  Utah, now known as U.S.  Bank, as Trustee,  filed as Exhibit
4(h) to the  Registrant's  form 10-Q for the three months ended May 31, 1997 and
incorporated herein by reference.

                                    Page 10
<PAGE>


(4)(aa) Indenture of Trust dated as of July 1, 1997 between Tooele County,  Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(j)
to the  Registrant's  Form 10-Q for the  three  months  ended  May 31,  1997 and
incorporated herein by reference.

(4)(bb) Indenture of Trust dated as of July 1, 1997 between California Pollution
Control Financing  Authority and U.S. Bank, a national banking  association,  as
Trustee,  filed as  Exhibit  4(k) to the  Registrant's  Form  10-Q for the three
months ended May 31, 1997 and incorporated herein by reference.

(4)(cc)  Promissory Note dated May 15, 1997 for $60,000,000  from the Company to
Westinghouse  Electric  Corporation,  filed as Exhibit 4(n) to the  Registrant's
Form 10-Q for the three  months  ended May 31, 1997 and  incorporated  herein by
reference.

(4)(dd) Letter dated May 7, 1999 from Toronto-Dominion (Texas) Inc. (as assignee
of Westinghouse  Electric  Corporation) and agreed to by the Company and Laidlaw
Inc. amending the terms of the Promissory Note dated May 15, 1997 (as referenced
in  Exhibit  (4)(z))  filed  as  Exhibit  (4)(u)  to the  Registrant's  Form S-4
Registration Statement No. 333-82689 filed July 12, 1999 and incorporated herein
by reference.

(4)(ee)  Guaranty  Agreement  dated May 15, 1997 by Laidlaw Inc. to Westinghouse
Electric  Corporation  guaranteeing  Promissory  Note  dated  May 15,  1997  (as
referenced   in  Exhibit   (4)(z))   from  Company  to   Westinghouse   Electric
Corporation),  filed as Exhibit 4(o) to the Registrant's Form 10-Q for the three
months ended May 31, 1997 and incorporated herein by reference.

(4)(ff)  Rights  Agreement  dated as of October 15, 1999 between the Company and
EquiServe  Trust  Company,  N.A., as Rights Agent,  filed as Exhibit (c)1 to the
Company's  Current Report on Form 8-K filed on October 15, 1999 and incorporated
herein by reference.

(4)(gg) First Amendment to Rights Agreement, dated as of March 17, 2000, between
the Company and  EquiServe  Trust  Company,  N.A.  filed as Exhibit  99.1 to the
Company's  Current  Report on Form 8-K filed on March 17, 2000 and  incorporated
herein by reference.

(4)(hh)  Letter  Agreement,  dated  October  12,  1999,  between the Company and
Laidlaw Inc.  filed as Exhibit 99.2 to the Company's  Current Report on Form 8-K
filed on March 17, 2000 and incorporated herein by reference.

(4)(ii) Other instruments  defining the rights of holders of nonregistered  debt
of the Company  have been  omitted  from this exhibit list because the amount of
debt  authorized  under any such  instrument  does not  exceed  10% of the total
assets of the Company and its subsidiaries. The Company agrees to furnish a copy
of any such instrument to the Commission upon request.

(10)(a)  Agreement  and Plan of Merger  dated as of March 16,  1998 by and among
Registrant, LES Acquisition, Inc., and Safety-Kleen Corp. included as Annex A of
Safety-Kleen's  Revised Amended  Prospectus on Form 14D-9 filed as Exhibit 62 to
Safety-Kleen's  Amendment  No.  28 to  Schedule  14-9A  on  March  17,  1998 and
incorporated herein by reference.

                                    Page 11
<PAGE>


(10)(b) Stock  Purchase  Agreement  between  Westinghouse  Electric  Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for National Electric,
Inc. dated March 7, 1995 filed as Exhibit 2 to the  Registrant's  Current Report
on Form 8-K filed on June 13, 1995 and incorporated herein by reference.

(10)(c) Second  Amendment to Stock Purchase  Agreement (as referenced in Exhibit
(10)(b)  above),  dated May 15, 1997 among  Westinghouse  Electric  Corporation,
Rollins Environmental  Services, Inc. and Laidlaw Inc., filed as Exhibit 4(m) to
the  Registrant's  Form  10-Q  for the  three  months  ended  May 31,  1997  and
incorporated herein by reference.

(10)(d)  Agreement for the sale and purchase of shares and loan stock held by SK
Europe, Inc. in Safety-Kleen Europe Limited between  Safety-Kleen Europe Limited
and SK Europe,  Inc.  and the Company and The  Electra  Subscribers  and Electra
European  Fund LP dated as of July 6, 2000 Company  filed as Exhibit  (10)(d) to
the  Registrant's  Form 10-K for the year ended August 31, 2000 and incorporated
herein by reference.

(10)(e) Rollins  Environmental  Services,  Inc. 1982 Incentive Stock Option Plan
filed with Amendment No. 1 to the Company's  Registration  Statement No. 2-84139
on Form S-1 dated June 24, 1983 and incorporated herein by reference.

(10)(f)  Rollins  Environmental  Services,  Inc. 1993 Stock Option Plan filed as
Exhibit (10)(e) to the Registrant's Current Form 10-Q for the three months ended
May 31, 2000 and incorporated herein by reference.

(10)(g)  The  Company's  1997 Stock  Option  Plan,  filed as Exhibit  4.4 to the
Company's  Registration  Statement No.  333-41859 on Form S-8 dated December 10,
1997 and incorporated herein by reference.

(10)(h) First  Amendment to Company's  1997 Stock Option Plan,  filed as Exhibit
(10)(g) to the Company's  Form 10-Q for the three months ended November 30, 1999
and incorporated herein by reference.

(10)(i) The Company's  Director's Stock Option Plan, filed as Exhibit 4.5 to the
Company's  Registration  Statement No.  333-41859 on Form S-8 dated December 10,
1997 and incorporated herein by reference.

(10)(j)  First  Amendment  to  Company's  Director's  Stock Option Plan filed as
Exhibit  (10)(i) to the Company's  Form 10-Q for the three months ended November
30, 1999 and incorporated herein by reference.

(10)(k)  Stock  Purchase  Agreement  dated  February 6, 1997 among the  Company,
Laidlaw Inc., and Laidlaw Transportation,  Inc. filed as Exhibit A to Annex A to
the  Definitive  Proxy  Statement  on Form  DEF 14A  filed  on May 1,  1997  and
incorporated herein by reference.

(10)(l)  Executive  Bonus Plan for fiscal  year 2000 filed as  Appendix C to the
Definitive  Proxy  Statement  on Form DEF 14A  filed  on  October  29,  1999 and
incorporated herein by reference.

                                    Page 12
<PAGE>

(10)(m) The  Company's  U.S.  Supplemental  Executive  Retirement  Plan filed as
Exhibit 10(g) to the Company's Form 10-Q for the three months ended November 30,
1997 and incorporated herein by reference.

(10)(n)  Employment  Agreement by and between Company and Grover C. Wrenn, dated
as of August 23, 2000 filed as Exhibit (10)(n) to the Registrant's Form 10-K for
the year ended August 31, 2000 and incorporated herein by reference.

(10)(o) Employment  Termination And Consulting  Agreement dated as of August 15,
2001 between  Safety-Kleen Corp. and Grover C. Wrenn filed as Exhibit (10)(o) to
the  Registrant's  Form  10-Q/A for the  quarter  ended May 31,  2001,  filed on
September 26, 2001 and incorporated herein by reference.

(10)(p)  Employment  Agreement by and between Company and David E. Thomas,  Jr.,
dated as of August 23, 2000 filed as Exhibit  (10)(o) to the  Registrant's  Form
10-K for the year ended August 31, 2000 and incorporated herein by reference.

(10)(q) Employment Termination And Consulting Agreement,  dated as of August 15,
2001  between  Safety-Kleen  Corp.  and David E.  Thomas,  Jr.  filed as Exhibit
(10)(q) to the  Registrant's  Form  10-Q/A for the quarter  ended May 31,  2001,
filed on September 26, 2001 and incorporated herein by reference.

(10)(r)  Employment  Agreement  by and between  Company and Larry W.  Singleton,
dated as of July 17, 2000 filed as Exhibit (10)(p) to the Registrant's Form 10-K
for the year ended August 31, 2000 and incorporated herein by reference.

(10)(s)  Employment  Agreement by and between  Safety-Kleen  Corp. and Ronald A.
Rittenmeyer,  dated as of  August  8,  2001  filed  as  Exhibit  (10)(s)  to the
Registrant's  Form 10-Q/A for the quarter ended May 31, 2001, filed on September
26, 2001 and incorporated herein by reference.

(10)(t) Company Indemnification  Agreement delivered to Ronald A. Rittenmeyer by
Safety-Kleen  Corp.,  effective as of August 8, 2001 filed as Exhibit (10)(t) to
the  Registrant's  Form  10-Q/A for the  quarter  ended May 31,  2001,  filed on
September 26, 2001 and incorporated herein by reference.

(10)(u)  Employment  Agreement by and between  Safety-Kleen  Corp. and Thomas W.
Arnst,  dated as of October 4, 2001 filed as Exhibit (10)(u) to the Registrant's
Form 10-K for the year ended  August 31,  2001,  filed on November  29, 2001 and
incorporated herein by reference.

(10)(v) Agreement among  Safety-Kleen  Corp.,  Safety-Kleen  Services,  Inc. and
David M.  Sprinkle  dated  October  17,  2001  filed as  Exhibit  (10)(v) to the
Registrant's Form 10-K for the year ended August 31, 2001, filed on November 29,
2001 and incorporated herein by reference.

(10)(w) Form of Senior  Executive  Change of Control  Agreement filed as Exhibit
(10)(q) to the  Registrant's  Form 10-K for the year ended  August 31,  2000 and
incorporated herein by reference.

(10)(x)  Senior  Executive  Retention  Plan  filed  as  Exhibit  (10)(r)  to the
Registrant's  Form 10-K for the year  ended  August  31,  2000 and  incorporated
herein by reference.

                                    Page 13
<PAGE>


(10)(y)  Senior  Executive  Severance  Plan  filed  as  Exhibit  (10)(s)  to the
Registrant's  Form 10-K for the year  ended  August  31,  2000 and  incorporated
herein by reference.

(10)(z)  Executive  Retention Plan filed as Exhibit (10)(t) to the Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(10)(aa)  Executive  Severance Plan filed as Exhibit (10)(u) to the Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(10)(bb) Key Manager Retention Plan filed as Exhibit (10)(v) to the Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(10)(cc) Key Manager Severance Plan filed as Exhibit (10)(w) to the Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(10)(dd) Letter  Agreement dated October 3, 2001 between JA&A Services,  LLC and
the Company filed.

(10)(ee) Second Amended and Restated Marketing and Distribution Agreement, dated
as of March 8, 2001 by and between SystemOne  Technologies Inc. and Safety-Kleen
Systems,  Inc.,  a  subsidiary  of the  Registrant,  filed as  Exhibit  10.16 to
SystemOne Technologies Inc. Form 10-KSB for the year ended December 31, 2000 and
incorporated herein by reference.

(10)(ff) Letter Agreement dated as of September 27, 2001 between Jefferson Wells
International and Safety-Kleen Services, Inc.

(10)(gg) Letter Agreement dated February 1, 2001 between Arthur Andersen LLP and
the Company relating to services to the Company for Company process  improvement
initiatives.

(10)(hh) Rider #1  dated December 5, 2001 to  Letter Agreement dated February 1,
2001 betweeb Arthur Andersen LLP and the Company relating to services to the
Company for Company process improvement initiatives.

(10)(ii) Letter Agreement dated March 23, 2001 between  Arthur Andersen LLP  and
the Company relating to services to the Company for loan staff.

(10)(jj) Rider dated December 5, 2001 to Letter Agreement dated March 23, 2001
between Arthur Andersen LLP and the Company relating to services to the Company
for loan staff.

(99.1)  Consent  Agreement  and Final  Order by and  between  the United  States
Environmental Protection Agency and Safety-Kleen Corp. and certain of its United
States  subsidiaries  and affiliates filed as Exhibit (99.1) to the Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(99.2)  Amended  Consent  Agreement  and Final  Order by and  between the United
States Environmental Protection Agency and Safety-Kleen Corp. and certain of its
United  States  subsidiaries  and  affiliates  as approved by the United  States
Bankruptcy  Court on May 16, 2001,  filed as Exhibit (99.2) to the  Registrant's
Form  10-K/A  for the year  ended  August  31,  2000,  filed on July 9, 2001 and
incorporated herein by reference.

                                    Page 14
<PAGE>

(b)   Reports on Form 8-K.

      i.   The Company filed a Current Report on Form 8-K on September 10, 2001,
which contained Item 5 related to United States Bankruptcy Court order approving
employment and indemnification agreements with Ronald A. Rittenmeyer under which
Mr.  Rittenmeyer  became  Chairman of the Board,  President and Chief  Executive
Officer of the Company and termination  and consulting  agreements with David E.
Thomas, Jr. and Grover C. Wrenn.



                                    Page 15
<PAGE>






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


DATE:  January 14, 2002                  SAFETY-KLEEN CORP.
                                         ------------------
                                            (Registrant)

                                          /s/ Ronald A. Rittenmeyer
                                         -----------------------------
                                         Ronald A. Rittenmeyer
                                         Chief Executive Officer

                                          /s/ Larry W. Singleton
                                         -----------------------------
                                         Larry W. Singleton
                                         Chief Financial Officer


<PAGE>




                                  EXHIBIT INDEX

(3)(a)    Restated  Certificate  of  Incorporation  of the Company dated May 13,
          1997 and Amendment to Certificate of Incorporation dated May 15, 1997,
          Certificate  of  Correction  Filed to  Correct a Certain  Error in the
          Restated and Amended Certificate of Incorporation of the Company dated
          October 15, 1997, Certificate of Amendment to the Restated Certificate
          of   Incorporation  of  the  Company  dated  November  25,  1998,  and
          Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Company dated November 30, 1998, all filed as Exhibit (3)(a) to
          the  Registrant's  Form 10-Q for the three months  ended  February 28,
          2001, and incorporated herein by reference.

(3)(b)    Amended and Restated Bylaws of the Company, filed as Exhibit (3)(b) to
          the  Registrant's  Form 10-K for the year ended August 31,  2000,  and
          incorporated herein by reference.

(4)(a)    Indenture  dated as of May 29, 1998 between LES, Inc. (a subsidiary of
          the Registrant),  Registrant,  subsidiary guarantors of the Registrant
          and The Bank of Nova  Scotia  Trust  Company  of New York,  as trustee
          filed  as  Exhibit  4(b) to the  Registrant's  Form  S-4  Registration
          Statement No. 333-57587 filed June 24, 1998 and incorporated herein by
          reference.

(4)(b)    First Supplemental  Indenture  effective as of November 15, 1998 among
          Safety-Kleen  Services,  Inc. the Registrant,  SK Europe, Inc. and The
          Bank of Nova Scotia  Trust  Company of New York,  as trustee  filed as
          Exhibit (4)(f) to the Registrant's Form S-4 Registration Statement No.
          333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(c)    Second  Supplemental  Indenture  effective  as of  May 7,  1999  among
          Safety-Kleen  Services,  Inc.  the  Company,  SK  Services,  L.C.,  SK
          Services (East), L.C. and The Bank of Nova Scotia Trust Company of New
          York,  as trustee filed as Exhibit  (4)(d) to the Company's  Form 10-K
          filed October 29, 1999 and incorporated herein by reference.

(4)(d)    Indenture dated as of May 17, 1999 between the Company and the Bank of
          Nova Scotia  Trust  Company of New York,  as trustee  filed as Exhibit
          (4)(b)  to  the  Registrant's  Form  S-4  Registration  Statement  No.
          333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(e)    Amended and Restated Credit Agreement among Laidlaw Chem-Waste,  Inc.,
          Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion (Texas)
          Inc., The Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of
          Nova Scotia, NationsBank,  N.A. and The First National Bank of Chicago
          and NationsBank,  N.A. as Syndication Agent dated as of April 3, 1998,
          filed as  Exhibit  4(f) to the  Registrant's  Form  10-Q for the three
          months ended February 28, 1999 and incorporated herein by reference.
<PAGE>

(4)(f)    Supplement to the Amended and Restated Credit  Agreement among Laidlaw
          Chem-Waste,   Inc.,  Laidlaw  Environmental  Services  (Canada)  Ltd.,
          Toronto   Dominion  (Texas)  Inc.,  The   Toronto-Dominion   Bank,  TD
          Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,  N.A. and
          The  First  National  Bank  of  Chicago  and   NationsBank,   N.A.  as
          Syndication  Agent dated as of April 3, 1998, filed as Exhibit 4(e) to
          a subsidiary of the Registrant's  Form S-4 Registration  Statement No.
          333-57587 filed June 24, 1998 and incorporated herein by reference.

(4)(g)    Waiver  and  First  Amendment  to  the  Amended  and  Restated  Credit
          Agreement  dated  as  of  May  15,  1998  among  LES,  Inc.,   Laidlaw
          Environmental  Services  (Canada) Ltd., the Lenders,  Toronto Dominion
          (Texas),  Inc., The Toronto  Dominion Bank, TD Securities  (USA) Inc.,
          The Bank of Nova Scotia, NationsBank, N.A., The First National Bank of
          Chicago and Wachovia Bank filed as Exhibit 4(f) to a subsidiary of the
          Registrant's Form S-4 Registration  Statement No. 333-57587 filed June
          24, 1998 and incorporated herein by reference.

(4)(h)    Commitment to Increase  Supplement to the Amended and Restated  Credit
          Agreement  dated  as  of  June  3,  1998  among  LES,  Inc.,   Laidlaw
          Environmental  Services  (Canada) Ltd., the Lenders,  Toronto Dominion
          (Texas),  Inc., The Toronto  Dominion Bank, TD Securities  (USA) Inc.,
          The Bank of Nova Scotia, NationsBank, N.A., The First National Bank of
          Chicago and Wachovia Bank filed as Exhibit 4(g) to a subsidiary of the
          Registrant's Form S-4 Registration  Statement No. 333-57587 filed June
          24, 1998 and incorporated herein by reference.

(4)(i)    Second Amendment to the Amended and Restated Credit Agreement dated as
          of November 20, 1998 among Safety-Kleen Services, Inc. (formerly known
          as LES, Inc.),  Safety-Kleen Services (Canada) Ltd. (formerly known as
          Laidlaw  Environmental  Services (Canada) Ltd.), the Lenders,  Toronto
          Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA)
          Inc., The Bank of Nova Scotia,  NationsBank,  N.A., The First National
          Bank of Chicago and Wachovia Bank N.A., filed as Exhibit (4)(j) to the
          Registrant's  Form 10-Q for the three months  ended  February 28, 1999
          and incorporated herein by reference.

(4)(j)    Waiver  and  Third  Amendment  to  the  Amended  and  Restated  Credit
          Agreement dated as of May 6, 1999 among  Safety-Kleen  Services,  Inc.
          (formerly known as LES,  Inc.),  Safety-Kleen  Services  (Canada) Ltd.
          (formerly known as Laidlaw Environmental  Services (Canada) Ltd.), the
          Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD
          Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The
          First National Bank of Chicago and Wachovia Bank N.A. filed as Exhibit
          (4)(l)  to  the  Registrant's  Form  S-4  Registration  Statement  No.
          333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(k)    Fourth  Amendment  dated  as of  March  13,  2000 to the  Amended  and
          Restated Credit  Agreement dated as of May 6, 1999 among  Safety-Kleen
          Services,  Inc. (formerly known as LES, Inc.),  Safety-Kleen  Services
          (Canada)  Ltd.  (formerly  known  as  Laidlaw  Environmental  Services
          (Canada)  Ltd.),  the Lenders,  Toronto  Dominion  (Texas),  Inc., The
          Toronto  Dominion  Bank,  TD Securities  (USA) Inc.,  The Bank of

<PAGE>


          Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and
          Wachovia Bank N.A.  filed as Exhibit (4)(l) to the  Registrant's  Form
          10-Q for the three months ended May 31, 2000 and  incorporated  herein
          by reference.

(4)(l)    Consent dated as of March 16, 2000 to the Amended and Restated  Credit
          Agreement dated as of May 6, 1999 among  Safety-Kleen  Services,  Inc.
          (formerly known as LES,  Inc.),  Safety-Kleen  Services  (Canada) Ltd.
          (formerly known as Laidlaw Environmental  Services (Canada) Ltd.), the
          Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD
          Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The
          First National Bank of Chicago and Wachovia Bank N.A. filed as Exhibit
          (4)(m) to the  Registrant's  Form 10-Q for the three  months ended May
          31, 2000 and incorporated herein by reference.

(4)(m)    Amended  and  Restated   $100,000,000   Debtor  In  Possession  Credit
          Agreement among Safety-Kleen Services,  Inc., The Several Lenders from
          Time to Time Parties  thereto,  Toronto  Dominion  (Texas),  Inc.,  as
          General   Administrative   Agent   and   Underwriter   and   The   CIT
          Group/Business  Credit,  Inc.  as  Collateral  Agent  and  Underwriter
          Initially  dated as of June 11, 2000  Amended and  Restated as of July
          19, 2000 Company filed as Exhibit (4)(m) to the Registrant's Form 10-K
          for the  year  ended  August  31,  2000  and  incorporated  herein  by
          reference.

(4)(n)    First  Amendment,  dated as of October  31,  2000,  to the Amended and
          Restated  $100,000,000  Debtor In Possession  Credit  Agreement  among
          Safety-Kleen  Services,  Inc.,  The Several  Lenders from Time to Time
          Parties   thereto,   Toronto  Dominion   (Texas),   Inc.,  as  General
          Administrative  Agent  and  Underwriter  and  The  CIT  Group/Business
          Credit, Inc. as Collateral Agent and Underwriter Initially dated as of
          June 11, 2000  Amended  and  Restated  as of July 19,  2000,  filed as
          Exhibit  (4)(n) to the  Registrant's  Form  10-Q for the three  months
          ended November 30, 2000 and incorporated herein by reference.

(4)(o)    Second  Amendment  and Waiver,  dated as of February 28, 2001,  to the
          Amended  and  Restated  Debtor-in-Possession  Credit  Agreement  among
          Safety-Kleen  Services,  Inc.,  The Several  Lenders from Time to Time
          Parties   thereto,   Toronto-Dominion   (Texas),   Inc.   as   General
          Administrative  Agent  and  Underwriter  and  The  CIT  Group/Business
          Credit, Inc. as Collateral Agent and Underwriter Initially dated as of
          June 11,  2000,  Amended and  Restated as of July 19,  2000,  filed as
          Exhibit  (4)(o) to the  Registrant's  Form  10-K/A  for the year ended
          August  31,  2000,  filed on July 9, 2001 and  incorporated  herein by
          reference.

(4)(p)    Third Amendment and Waiver, dated as of March 28, 2001, to the Amended
          and Restated  Debtor-in-Possession Credit Agreement among Safety-Kleen
          Services, Inc., The Several Lenders from Time to Time Parties thereto,
          Toronto-Dominion  (Texas),  Inc. as General  Administrative  Agent and
          Underwriter  and The CIT  Group/Business  Credit,  Inc. as  Collateral
          Agent and Underwriter Initially dated as of June 11, 2000, Amended and
          Restated  as of  July  19,  2000,  filed  as  Exhibit  (4)(p)  to  the
          Registrant's  Form 10-K/A for the year ended August 31, 2000, filed on
          July 9, 2001 and incorporated herein by reference.

<PAGE>

(4)(q)    Fourth  Amendment  and  Waiver,  dated as of April  30,  2001,  to the
          Amended  and  Restated  Debtor-in-Possession  Credit  Agreement  among
          Safety-Kleen  Services,  Inc.,  The Several  Lenders from Time to Time
          Parties   thereto,   Toronto-Dominion   (Texas),   Inc.   as   General
          Administrative  Agent  and  Underwriter  and  The  CIT  Group/Business
          Credit, Inc. as Collateral Agent and Underwriter Initially dated as of
          June 11,  2000,  Amended and  Restated as of July 19,  2000,  filed as
          Exhibit  (4)(q) to the  Registrant's  Form  10-K/A  for the year ended
          August  31,  2000,  filed on July 9, 2001 and  incorporated  herein by
          reference.

(4)(r)    Fifth  Amendment  and  Agreement,  dated as of August 6, 2001,  to the
          Amended  and  Restated  Debtor-in-Possession  Credit  Agreement  among
          Safety-Kleen  Services,  Inc.,  The Several  Lenders from Time to Time
          Parties   thereto,   Toronto-Dominion   (Texas),   Inc.   as   General
          Administrative  Agent  and  Underwriter  and  The  CIT  Group/Business
          Credit, Inc. as Collateral Agent and Underwriter Initially dated as of
          June 11,  2000,  Amended and  Restated as of July 19,  2000,  filed as
          exhibit (4)(r) to the  Registrant's  Form 10-Q/A for the quarter ended
          May 31, 2001, filed on September 26, 2001 and  incorporated  herein by
          reference.

(4)(s)    Sixth  Waiver  dated as of  September  4,  2001,  to the  Amended  and
          Restated  Debtor-in-Possession  Credit  Agreement  among  Safety-Kleen
          Services, Inc., The Several Lenders from Time to Time Parties thereto,
          Toronto-Dominion  (Texas),  Inc. as General  Administrative  Agent and
          Underwriter  and The CIT  Group/Business  Credit,  Inc. as  Collateral
          Agent and Underwriter Initially dated as of June 11, 2000, Amended and
          Restated  as  of  July  19,  2000  filed  as  Exhibit  (4)(s)  to  the
          Registrant's  Form 10-Q/A for the quarter ended May 31, 2001, filed on
          September 26, 2001 and incorporated herein by reference.

(4)(t)    Seventh  Waiver  dated as of October  16,  2001,  to the  Amended  and
          Restated  Debtor-in-Possession  Credit  Agreement  among  Safety-Kleen
          Services, Inc., The Several Lenders from Time to Time Parties thereto,
          Toronto-Dominion  (Texas),  Inc. as General  Administrative  Agent and
          Underwriter  and The CIT  Group/Business  Credit,  Inc. as  Collateral
          Agent and Underwriter Initially dated as of June 11, 2000, Amended and
          Restated  as  of  July  19,  2000  filed  as  Exhibit  (4)(t)  to  the
          Registrant's  Form 10-K for the year ended August 31,  2001,  filed on
          November 29, 2001 and incorporated herein by reference.

(4)(u)    Eighth  Amendment  and Waiver dated as of November  27,  2001,  to the
          Amended  and  Restated  Debtor-in-Possession  Credit  Agreement  among
          Safety-Kleen  Services,  Inc.,  The Several  Lenders from Time to Time
          Parties   thereto,   Toronto-Dominion   (Texas),   Inc.   as   General
          Administrative  Agent  and  Underwriter  and  The  CIT  Group/Business
          Credit, Inc. as Collateral Agent and Underwriter Initially dated as of
          June 11, 2000, Amended and Restated as of July 19, 2000.

(4)(v)    Ninth Waiver dated as of January 14, 2002, to the Amended and Restated
          Debtor-in-Possession  Credit  Agreement among  Safety-Kleen  Services,
          Inc.,  The  Several  Lenders  from  Time  to  Time  Parties   thereto,
          Toronto-Dominion  (Texas),  Inc. as General  Administrative  Agent and
          Underwriter  and The CIT  Group/Business  Credit,  Inc. as  Collateral
          Agent and Underwriter Initially dated as of June 11, 2000, Amended and
          Restated as of July 19, 2000.
<PAGE>

(4)(w)    Letter   Agreement   among   Toronto   Dominion   (Texas),   Inc.,  as
          administrative agent, the Company and Safety-Kleen Systems, Inc. dated
          December 12, 2000  relating to the Amended and Restated  Marketing and
          Distribution  Agreement by Safety-Kleen  Systems,  Inc. and System One
          Technologies  Inc., filed as Exhibit (4)(o) to the  Registrant's  Form
          10-Q for the three months ended  February 28, 2001,  and  incorporated
          herein by reference.

(4)(x)    Registration  Rights Agreement dated May 15, 1997 between the Company,
          Laidlaw  Transportation,  Inc.  and Laidlaw Inc. the form of which was
          filed as  Exhibit B to Annex A to the  Registrant's  Definitive  Proxy
          Statement  on Form DEF  14A,  filed  on May 1,  1997 and  incorporated
          herein by reference.

(4)(y)    Indenture  dated as of May 1, 1993 between the Industrial  Development
          Board of the Metropolitan  Government of Nashville and Davidson County
          (Tennessee) and NationsBank of Tennessee,  N.A., filed as Exhibit 4(f)
          to the Registrant's  Form 10-Q for the three months ended May 31, 1997
          and incorporated herein by reference.

(4)(z)    Indenture of Trust dated as of August 1, 1995 between  Tooele  County,
          Utah and West One Bank,  Utah,  now known as U.S.  Bank,  as  Trustee,
          filed as  Exhibit  4(h) to the  Registrant's  form  10-Q for the three
          months ended May 31, 1997 and incorporated herein by reference.

(4)(aa)   Indenture  of Trust dated as of July 1, 1997  between  Tooele  County,
          Utah and U.S. Bank, a national banking association,  as Trustee, filed
          as Exhibit  4(j) to the  Registrant's  Form 10-Q for the three  months
          ended May 31, 1997 and incorporated herein by reference.

(4)(bb)   Indenture  of  Trust  dated  as of July  1,  1997  between  California
          Pollution  Control  Financing  Authority  and U.S.  Bank,  a  national
          banking  association,  as  Trustee,  filed  as  Exhibit  4(k)  to  the
          Registrant's  Form 10-Q for the three  months  ended May 31,  1997 and
          incorporated herein by reference.

(4)(cc)   Promissory Note dated May 15, 1997 for $60,000,000 from the Company to
          Westinghouse  Electric  Corporation,  filed  as  Exhibit  4(n)  to the
          Registrant's  Form 10-Q for the three  months  ended May 31,  1997 and
          incorporated herein by reference.

(4)(dd)   Letter  dated May 7,  1999  from  Toronto-Dominion  (Texas)  Inc.  (as
          assignee of Westinghouse  Electric  Corporation)  and agreed to by the
          Company and Laidlaw  Inc.  amending the terms of the  Promissory  Note
          dated May 15, 1997 (as referenced in Exhibit  (4)(z)) filed as Exhibit
          (4)(u)  to  the  Registrant's  Form  S-4  Registration  Statement  No.
          333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(ee)   Guaranty  Agreement dated May 15, 1997 by Laidlaw Inc. to Westinghouse
          Electric Corporation  guaranteeing  Promissory Note dated May 15, 1997
          (as  referenced  in  Exhibit  (4)(z))  from  Company  to  Westinghouse
          Electric Corporation),  filed as Exhibit 4(o) to the Registrant's Form
          10-Q for the three months ended May 31, 1997 and  incorporated  herein
          by reference.
<PAGE>

(4)(ff)   Rights  Agreement dated as of October 15, 1999 between the Company and
          EquiServe Trust Company,  N.A., as Rights Agent, filed as Exhibit (c)1
          to the Company's  Current Report on Form 8-K filed on October 15, 1999
          and incorporated herein by reference.

(4)(gg)   First  Amendment  to Rights  Agreement,  dated as of March  17,  2000,
          between the Company and EquiServe Trust Company, N.A. filed as Exhibit
          99.1 to the  Company's  Current  Report on Form 8-K filed on March 17,
          2000 and incorporated herein by reference.

(4)(hh)   Letter  Agreement,  dated  October 12,  1999,  between the Company and
          Laidlaw Inc. filed as Exhibit 99.2 to the Company's  Current Report on
          Form 8-K filed on March 17, 2000 and incorporated herein by reference.

(4)(ii)   Other instruments defining the rights of holders of nonregistered debt
          of the Company  have been  omitted  from this exhibit list because the
          amount of debt  authorized  under any such  instrument does not exceed
          10% of the  total  assets of the  Company  and its  subsidiaries.  The
          Company  agrees  to  furnish  a copy  of any  such  instrument  to the
          Commission upon request.

(10)(a)   Agreement  and Plan of Merger  dated as of March 16, 1998 by and among
          Registrant, LES Acquisition,  Inc., and Safety-Kleen Corp. included as
          Annex A of  Safety-Kleen's  Revised  Amended  Prospectus on Form 14D-9
          filed as Exhibit 62 to  Safety-Kleen's  Amendment  No. 28 to  Schedule
          14-9A on March 17, 1998 and incorporated herein by reference.

(10)(b)   Stock Purchase  Agreement between  Westinghouse  Electric  Corporation
          (Seller) and Rollins Environmental Services, Inc. (Buyer) for National
          Electric,  Inc.  dated  March  7,  1995  filed  as  Exhibit  2 to  the
          Registrant's  Current  Report on Form 8-K  filed on June 13,  1995 and
          incorporated herein by reference.

(10)(c)   Second Amendment to Stock Purchase Agreement (as referenced in Exhibit
          (10)(b)  above),  dated  May  15,  1997  among  Westinghouse  Electric
          Corporation,  Rollins Environmental  Services,  Inc. and Laidlaw Inc.,
          filed as  Exhibit  4(m) to the  Registrant's  Form  10-Q for the three
          months ended May 31, 1997 and incorporated herein by reference.

(10)(d)   Agreement  for the sale and  purchase of shares and loan stock held by
          SK Europe,  Inc. in Safety-Kleen  Europe Limited between  Safety-Kleen
          Europe  Limited  and SK Europe,  Inc.  and the Company and The Electra
          Subscribers  and  Electra  European  Fund LP dated as of July 6,  2000
          Company filed as Exhibit (10)(d) to the Registrant's Form 10-K for the
          year ended August 31, 2000 and incorporated herein by reference.

(10)(e)   Rollins Environmental  Services, Inc. 1982 Incentive Stock Option Plan
          filed with Amendment No. 1 to the Company's Registration Statement No.
          2-84139 on Form S-1 dated  June 24,  1983 and  incorporated  herein by
          reference.
<PAGE>

(10)(f)   Rollins Environmental  Services,  Inc. 1993 Stock Option Plan filed as
          Exhibit  (10)(e) to the  Registrant's  Current Form 10-Q for the three
          months ended May 31, 2000 and incorporated herein by reference.

(10)(g)   The  Company's  1997 Stock  Option  Plan,  filed as Exhibit 4.4 to the
          Company's  Registration  Statement  No.  333-41859  on Form S-8  dated
          December 10, 1997 and incorporated herein by reference.

(10)(h)   First Amendment to Company's 1997 Stock Option Plan,  filed as Exhibit
          (10)(g) to the Company's Form 10-Q for the three months ended November
          30, 1999 and incorporated herein by reference.

(10)(i)   The Company's  Director's  Stock Option Plan,  filed as Exhibit 4.5 to
          the Company's  Registration  Statement No. 333-41859 on Form S-8 dated
          December 10, 1997 and incorporated herein by reference.

(10)(j)   First  Amendment  to Company's  Director's  Stock Option Plan filed as
          Exhibit  (10)(i) to the Company's Form 10-Q for the three months ended
          November 30, 1999 and incorporated herein by reference.

(10)(k)   Stock  Purchase  Agreement  dated  February 6, 1997 among the Company,
          Laidlaw Inc., and Laidlaw  Transportation,  Inc. filed as Exhibit A to
          Annex A to the Definitive Proxy Statement on Form DEF 14A filed on May
          1, 1997 and incorporated herein by reference.

(10)(l)   Executive  Bonus Plan for fiscal  year 2000 filed as Appendix C to the
          Definitive  Proxy  Statement on Form DEF 14A filed on October 29, 1999
          and incorporated herein by reference.

(10)(m)   The Company's U.S.  Supplemental  Executive  Retirement  Plan filed as
          Exhibit  10(g) to the  Company's  Form 10-Q for the three months ended
          November 30, 1997 and incorporated herein by reference.

(10)(n)   Employment Agreement by and between Company and Grover C. Wrenn, dated
          as of August 23,  2000 filed as  Exhibit  (10)(n) to the  Registrant's
          Form 10-K for the year ended August 31, 2000 and  incorporated  herein
          by reference.

(10)(o)   Employment Termination And Consulting Agreement dated as of August 15,
          2001 between  Safety-Kleen  Corp. and Grover C. Wrenn filed as Exhibit
          (10)(o) to the Registrant's  Form 10-Q/A for the quarter ended May 31,
          2001,  filed  on  September  26,  2001  and  incorporated   herein  by
          reference.

(10)(p)   Employment  Agreement by and between Company and David E. Thomas, Jr.,
          dated  as  of  August  23,  2000  filed  as  Exhibit  (10)(o)  to  the
          Registrant's  Form  10-K  for the  year  ended  August  31,  2000  and
          incorporated herein by reference.
<PAGE>

(10)(q)   Employment  Termination And Consulting  Agreement,  dated as of August
          15, 2001 between  Safety-Kleen Corp. and David E. Thomas, Jr. filed as
          Exhibit (10)(q) to the Registrant's  Form 10-Q/A for the quarter ended
          May 31, 2001, filed on September 26, 2001 and  incorporated  herein by
          reference.

(10)(r)   Employment  Agreement by and between  Company and Larry W.  Singleton,
          dated as of July 17, 2000 filed as Exhibit (10)(p) to the Registrant's
          Form 10-K for the year ended August 31, 2000 and  incorporated  herein
          by reference.

(10)(s)   Employment  Agreement by and between  Safety-Kleen Corp. and Ronald A.
          Rittenmeyer,  dated as of August 8, 2001 filed as  Exhibit  (10)(s) to
          the Registrant's Form 10-Q/A for the quarter ended May 31, 2001, filed
          on September 26, 2001 and incorporated herein by reference.

(10)(t)   Company  Indemnification  Agreement delivered to Ronald A. Rittenmeyer
          by Safety-Kleen Corp., effective as of August 8, 2001 filed as Exhibit
          (10)(t) to the Registrant's  Form 10-Q/A for the quarter ended May 31,
          2001,  filed  on  September  26,  2001  and  incorporated   herein  by
          reference.

(10)(u)   Employment  Agreement by and between  Safety-Kleen Corp. and Thomas W.
          Arnst,  dated as of October  4, 2001  filed as Exhibit  (10)(u) to the
          Registrant's  Form 10-K for the year ended August 31,  2001,  filed on
          November 29, 2001 and incorporated herein by reference.

(10)(v)   Agreement among Safety-Kleen Corp.,  Safety-Kleen  Services,  Inc. and
          David M. Sprinkle  dated October 17, 2001 filed as Exhibit  (10)(v) to
          the  Registrant's  Form 10-K for the year ended August 31, 2001, filed
          on November 29, 2001 and incorporated herein by reference.

(10)(w)   Form of Senior Executive Change of Control  Agreement filed as Exhibit
          (10)(q) to the  Registrant's  Form 10-K for the year ended  August 31,
          2000 and incorporated herein by reference.

(10)(x)   Senior  Executive  Retention  Plan  filed as  Exhibit  (10)(r)  to the
          Registrant's  Form  10-K  for the  year  ended  August  31,  2000  and
          incorporated herein by reference.

(10)(y)   Senior  Executive  Severance  Plan  filed as  Exhibit  (10)(s)  to the
          Registrant's  Form  10-K  for the  year  ended  August  31,  2000  and
          incorporated herein by reference.

(10)(z)   Executive  Retention Plan filed as Exhibit (10)(t) to the Registrant's
          Form 10-K for the year ended August 31, 2000 and  incorporated  herein
          by reference.

(10)(aa)  Executive  Severance Plan filed as Exhibit (10)(u) to the Registrant's
          Form 10-K for the year ended August 31, 2000 and  incorporated  herein
          by reference.

(10)(bb)  Key  Manager   Retention   Plan  filed  as  Exhibit   (10)(v)  to  the
          Registrant's  Form  10-K  for the  year  ended  August  31,  2000  and
          incorporated herein by reference.
<PAGE>

(10)(cc)  Key  Manager   Severance   Plan  filed  as  Exhibit   (10)(w)  to  the
          Registrant's  Form  10-K  for the  year  ended  August  31,  2000  and
          incorporated herein by reference.

(10)(dd)  Letter Agreement dated October 3, 2001 between JA&A Services,  LLC and
          the Company filed.

(10)(ee)  Second  Amended and Restated  Marketing  and  Distribution  Agreement,
          dated as of March 8, 2001 by and between  SystemOne  Technologies Inc.
          and Safety-Kleen Systems, Inc., a subsidiary of the Registrant,  filed
          as Exhibit  10.16 to SystemOne  Technologies  Inc. Form 10-KSB for the
          year ended December 31, 2000 and incorporated herein by reference.

(10)(ff)  Letter  Agreement  dated as of September  27, 2001  between  Jefferson
          Wells International and Safety-Kleen Services, Inc.

(10)(gg)  Letter  Agreement  dated February 1, 2001 between Arthur  Andersen LLP
          and the  Company  relating  to  services  to the  Company  for Company
          process improvement initiatives.

(10)(hh)  Rider #1 dated December 5, 2001 to Letter  Agreement dated February 1,
          2001 betweeb Arthur Andersen LLP and the Company  relating to services
          to the Company for Company process improvement initiatives.

(10)(ii)  Letter  Agreement dated March 23, 2001 between Arthur Andersen LLP and
          the Company relating to services to the Company for loan staff.

(10)(jj)  Rider dated December 5, 2001 to Letter  Agreement dated March 23, 2001
          between  Arthur  Andersen LLP and the Company  relating to services to
          the Company for loan staff.  (99.1) Consent  Agreement and Final Order
          by and between the United States  Environmental  Protection Agency and
          Safety-Kleen  Corp. and certain of its United States  subsidiaries and
          affiliates filed as Exhibit (99.1) to the  Registrant's  Form 10-K for
          the year ended August 31, 2000 and incorporated herein by reference.

(99.2)    Amended  Consent  Agreement  and Final Order by and between the United
          States  Environmental  Protection  Agency and  Safety-Kleen  Corp. and
          certain of its United States  subsidiaries  and affiliates as approved
          by the  United  States  Bankruptcy  Court  on May 16,  2001,  filed as
          Exhibit  (99.2) to the  Registrant's  Form  10-K/A  for the year ended
          August  31,  2000,  filed on July 9, 2001 and  incorporated  herein by
          reference.