STB DRAFT 7/30/01


          SIXTH  WAIVER  dated  as of September __, 2001 (this "Waiver"), 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
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financial  institutions  or entities from time to time parties to this Agreement
(the  "Lenders"), THE TORONTO-DOMINION BANK, HOUSTON AGENCY, as letter of credit
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issuing  bank  (the  "Issuing  Lender"),  TORONTO  DOMINION  (TEXAS),  INC.,  as
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administrative  agent  (the  "General  Administrative  Agent"),  and  THE  CIT
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GROUP/BUSINESS  CREDIT,  INC.  ("CIT"), as collateral agent and underwriter (the
                                 ---
"Collateral  Agent";  collectively  with  the  General Administrative Agent, the
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"Underwriters").
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                              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 waive 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  waivers  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
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capitalized  terms  used  herein  shall  have  the meanings given to them in the
Credit  Agreement.

          2.     Waiver.  The Required Lenders hereby waive any Default or Event
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of Default arising by virtue of the Debtors' failure to satisfy the requirements
of  (i)  Section  7.11  and  (ii) Section 9(p); provided, that such waiver shall
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expire  on  October  15,  2001.

          3.     Representations  and  Warranties.  After  giving effect to this
                 --------------------------------
Waiver,  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.

          4.     Expenses.  The Borrower agrees to pay and reimburse the General
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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 Waiver, including the reasonable fees and expenses of counsel.

          5.     Effectiveness.  This  Waiver shall become effective on the date
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upon  which  the  General  Administrative Agent shall have received counterparts
hereof  duly  executed  by  the  Borrower  and  the  Required  Lenders.


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

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

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



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          IN  WITNESS  WHEREOF, the parties hereto have caused this Waiver 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: _________________________________________
                                       Name:
                                       Title:


                                   TORONTO  DOMINION  (TEXAS),  INC.,
                                    as General Administrative Agent, Underwriter
                                    and  Lender


                                   By: _________________________________________
                                       Name:
                                       Title:


                                   THE  TORONTO-DOMINION  BANK,
                                   HOUSTON  AGENCY
                                    as  Issuing  Lender


                                   By: _________________________________________
                                       Name:
                                       Title:


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


                                   By: _________________________________________
                                       Name:
                                       Title:


                                   GSCP  Recovery,  Inc.


                                   By: _________________________________________
                                       Name:
                                       Title:


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                                   GSC  Recovery  II,  L.P.


                                   By: _________________________________________
                                       Name:
                                       Title:


                                   BANK  ONE,  NA


                                   By: _________________________________________
                                       Name:
                                       Title:


                                   GOLDMAN  SACHS  CREDIT  PARTNERS,  L.P.


                                   By: _________________________________________
                                       Name:
                                       Title:


                                   SENIOR  DEBT  PORTFOLIO
                                   By Boston Management and Research, as Advisor


                                   By: _________________________________________
                                       Name:
                                       Title:


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