FIFTH  AMENDMENT  AND  AGREEMENT  dated  as  of  August  6, 2001 (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
(as  amended,  supplemented or otherwise modified from time to time, 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 inserting the following new definition in its appropriate
alphabetical  order:

               "Environmental Letters of Credit:  as defined in Section 3.1(a)."
                -------------------------------

          3.     Amendment  of  Section  3.1(a).  Section  3.1  of  the  Credit
                 ------------------------------
Agreement is hereby amended by replacing Section 3.1(a) in its entirety with the
following  new  Section  3.1(a):

               "(a)  Subject  to  the  terms  and conditions hereof, the Issuing
          Lender,  in reliance on the agreements of the L/C Lenders set forth in
          Section  3.4(a),  agrees  to  issue letters of credit (the "Letters of
                                                                      -------
          Credit")  for  the  account of the Borrower on any Business Day during
          ------
          the  Commitment  Period  in  such form as may be approved from time to
          time  by  the  Issuing  Lender; provided that the Issuing Lender shall
          have  no  obligation  to provide any Letter of Credit if, after giving
                                   -------
          effect  thereto,  (i) the aggregate amount of the L/C Obligations then
          outstanding would exceed $75,000,000; (ii) the aggregate Extensions of
          Credit  of  all  of  the  Lenders  would  exceed the lesser of (x) the
          aggregate  Revolving  Credit  Commitments  then  in  effect or (y) the
          Borrowing  Base  then  in effect and provided, further, that (i) up to
                                               --------  -------
          $40,000,000  of  Letters  of  Credit  shall  be  available


<PAGE>
          solely  to  backstop  automobile, liability, workers' compensation and
          similar  insurance  programs;  (ii)  up  to  $15,000,000 of Letters of
          Credit  shall be available solely for performance bonds on new bids by
          Borrower  or  its  Subsidiaries  in  the United States and (iii) up to
          $30,000,000  of Letters of Credit shall be available solely to provide
          additional  financial  assurance  as  required  for  compliance  with
          Environmental  Law  with  respect  to  those  facilities identified in
          Attachment  K  to the Consent Agreement and Final Order (CAFO) Between
          Certain Debtors and the United States Environmental Protection Agency,
          as  Amended  on May 16, 2001 ("Environmental Letters of Credit"). Each
                                         -------------------------------
          Letter  of  Credit  shall  (i) be denominated in U.S. Dollars and (ii)
          expire  no  later  than  the  date which is 60 days after the Maturity
          Date,  provided,  however,  that Environmental Letters of Credit shall
                 ---------  -------
          expire  no  later  than  the date which is 190 days after the Maturity
          Date."


          4.     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  the Lenders, an
amendment fee (the "Amendment Fee") in an aggregate amount equal to 1/4 of 1% of
                    -------------
the  Revolving  Credit  Commitments

          5.     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 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.

          6.     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.

          7.     Miscellaneous.  The  parties  hereto  acknowledge  that,  by
                 -------------
separate  agreements  executed contemporaneously herewith, Bank of America, N.A.
is  assigning  all  of  its rights and obligations under the Credit Agreement to
GSCP  Recovery,  Inc. and Toronto Dominion Texas, Inc. is assigning a portion of
its  rights  and obligations under the Credit Agreement to GSC Recovery II, L.P.

          8.     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, the Issuing Lender and the
Required  Lenders  and  (ii)  the  Amendment  Fee.

          9.     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.

          10.     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


<PAGE>
same  instrument.  This  Amendment may be delivered by facsimile transmission of
the  relevant  signature  pages  hereof

          11.     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  SERV1CES,  INC.



                         By:  /s/  Larry  W.  Singleton
                              ------------------------------
                              Name:  Larry  W.  Singleton
                              Title: C.F.O.
                                     August  7,  2001


                         TORONTO  DOMINION  (TEXAS),  INC.


                         By:  /s/  Jano  Mott
                              ------------------------------
                              Name:
                              Title:


                         TORONTO-DOMINION  BANK,
                         HOUSTON  AGENCY
                           as  Issuing  Lender



                         By:  /s/  Jano  Mott
                              ------------------------------
                              Name:
                              Title:


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


                         By:  /s/  Barbara  Perich
                              ------------------------------
                              Name:  Barbara  Perich
                              Title:  Vice  President


<PAGE>
                         GSCP  Recovery,  Inc.


                         By:  /s/  Thomas  Inglesby
                              ------------------------------
                              Name:  Thomas  Inglesby
                              Title:


                         GSCP  Recovery  II,  L.P.



                         By:  /s/  Thomas  Inglesby
                              ------------------------------
                              Name:  Thomas  Inglesby
                              Title:


                         BANK  ONE,  NA



                         By:  /s/  Richard  Babcock
                              ------------------------------
                              Name:  Richard  Babcock
                              Title:  First Vice President


                         GOLDMAN  SACHS  CREDIT  PARTNERS,  L.P.


                         By:  /s/  Mark  Denatale
                              ------------------------------
                              Name:  Mark  Denatale
                              Title:  Authorized  Signatory


                         SENIOR  DEBT  PORTFOLIO
                         By Boston Management and Research, as
                           Advisor


                         By:  /s/  Scott  H.  Page
                              ------------------------------
                              Name:  Scott  H.  Page
                              Title:  Vice  President


<PAGE>