Exhibit (4)(b)
                                        Tenth Amendment dated 1/14/02 to A&R DIP


            TENTH AMENDMENT AND WAIVER (this "AMENDMENT AND WAIVER") dated as of
January 31,  2002,  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 (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  and  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  amendments  and  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 capitalized
terms used herein shall have the meanings given to them in

the Credit Agreement.

            2. AMENDMENT OF SECTION 1.1. The definition of "Termination Date" is
hereby  amended by replacing  the date  "January 31, 2002" in clause (a) therein
with the date "March 15, 2002".

            3.  AMENDMENTS  OF  SECTION  9. (a)  Subsection  9(p) of the  Credit
Agreement is hereby  amended by replacing  the date  "January 31, 2002"  therein
with the date "March 15, 2002".

            (b)  Subsection  9(r) of the Credit  Agreement is hereby  amended by
            replacing  the date  "January 31, 2002" therein with the date "March
            15, 2002".

            4. WAIVER. The General Administrative Agent and the Required Lenders
hereby waive until March 15, 2002 (i) compliance with all provisions of Sections
7.1, 7.2(d) and 7.11 of the Credit Agreement pertaining to the Borrower and (ii)
any  Default  or Event of  Default  that  occurred  by virtue of the  Borrower's
failure to satisfy the  requirements  of Sections  7.1,  7.2(d) and 7.11 as such
Section were in effect prior to this Amendment and Waiver.




3093110-0154-08480-NY03.2148011.3
<PAGE>


            5.  REPRESENTATIONS  AND  WARRANTIES.  After  giving  effect to this
Amendment and 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.

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

            7. 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.

            8. Fees and 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 and Waiver,  including the  reasonable  fees and
expenses of counsel.

            9.  COUNTERPARTS.  This  Amendment and Waiver may be executed on any
number of separate  counterparts  and all of said  counterparts  taken  together
shall be deemed to constitute one and the same instrument.

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









093110-0154-08480-NY03.2148011.3
<PAGE>






            IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment
and 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:  /s/ Larry W. Singleton
                                     --------------------------
                                     Name:   Larry W. Singleton
                                     Title:  C.F.O.

                                             1-14-02
















093110-0154-08480-NY03.2148011.3
<PAGE>



                                 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:























093110-0154-08480-NY03.2148011.3
<PAGE>





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


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























                     Signature Page to Amendment and Waiver

093110-0154-08480-NY03.2148011.3
<PAGE>


                                 GSCP RECOVERY, INC.


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






















                     Signature Page to Amendment and Waiver

093110-0154-08480-NY03.2148011.3
<PAGE>


                                 GSCP RECOVERY II, L.P.

                                 By:  GSC Recovery II GP, L.P.,
                                      its general partner

                                    By:  GSC RII, LLC, its general partner

                                       By: GSCP (NJ) Holdings, L.P.,
                                           its sole member

                                         By: GSCP (NJ), Inc.,
                                             its general partner

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






















                     Signature Page to Amendment and Waiver

093110-0154-08480-NY03.2148011.3
<PAGE>


                                 BANK ONE, NA


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























                     Signature Page to Amendment and Waiver

093110-0154-08480-NY03.2148011.3
<PAGE>



                                 GOLDMAN SACHS CREDIT PARTNERS, L.P.


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






















                     Signature Page to Amendment and Waiver

093110-0154-08480-NY03.2148011.3
<PAGE>


                                 SENIOR DEBT PORTFOLIO
                                 By Boston Management and Research, as Advisor


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






















                     Signature Page to Amendment and Waiver

093110-0154-08480-NY03.2148011.3