SECOND  AMENDMENT  AND  WAIVER,  dated  as  of February 28, 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  (i)  amend certain provisions of the Credit
Agreement upon the terms and subject to the conditions set forth herein and (ii)
waive  certain  Defaults  and Events of Default to and including March 31, 2001;
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  7.l(d)(i).  Section 7.1(d)(i) is hereby
                 ---------  --  -------  ---------
amended  by  replacing the phrase "as soon as available, but in any event by the
date that is one month after the delivery of the Management Certified Financial
Statements" with the phrase "as soon as available, but in any event by March 31,
2001".

          3.     Amendment of Section 9(q). Section 9(q) of the Credit Agreement
                 ------------ ------- ----
is hereby amended by replacing the date "February 28, 2001" with the date "March
31,  2001".

          4.     Waiver.  The Required Lenders hereby waive any Default or Event
                 ------
of Default arising by virtue of the Debtors' failure to satisfy the requirements
of(i)  Section 7.1(d)(i) and (ii) Section 9(q); provided, that such waiver shall
                                                --------
expire  on  March  31,2001.

          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.


<PAGE>
          6.     Fees.  As  consideration for the Lenders' agreements under this
                 ----
Amendment,  the  Borrower agrees to pay, upon the execution and delivery hereof,
to  the  General  Administrative  Agent,  for  the  account  of each Lender that
executes  and  delivers  this Agreement by March 13, 2001, an amendment fee (the
"Amendment  Fee")  in  an  aggregate amount equal to 3/16 of 1% of the Revolving
 --------------
Credit  Commitments.

          7.     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.

          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 and the Required Lenders and
(ii)  payment  of  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 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.

           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.



                                    SAEETY-KLEEN  SERVICES,  INC.

                                    By:  /S/ Larry W.Singleton
                                    ----------------------------------------
                                    Name:  Larry W.Singleton
                                    Title: CFO
                                    Date:  03/7/2001


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

                                    By:  /S/ Jano Mott
                                    ----------------------------------------
                                    Name:  Jano Mott
                                    Title: Vice President



                                  THE  TORONTO-DOMINION  BANK,
                                  HOUSTON  AGENCY
                                    as  Issuing  Lender

                                    By:  /S/ Jano Mott
                                    ----------------------------------------
                                    Name   Jano Mott
                                    Title: Mgr. Syndications & Credit Admin.



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

                                    By:  /S/ Mark J. Long
                                    ----------------------------------------
                                    Name:  Mark J. Long
                                    Title: Vice President


<PAGE>
                                  BANK ONE, NA


                                    By:  /S/ Richard Babcock
                                    ----------------------------------------
                                    Name:  Richard Babcock
                                    Title: Vice President


<PAGE>
                                  BANK OF AMERICA, N.A.


                                    By:  /S/ William Crawford
                                    ----------------------------------------
                                    Name:  William Crawford
                                    Title: Managing Director


<PAGE>
                                  GOLDMAN SACHS CREDIT PARTNERS, L.P.


                                    By:  /S/ Kevin Ulrich
                                    ----------------------------------------
                                    Name:  Kevin Ulrich
                                    Title: Authorized Signatory


<PAGE>
                                  SENIOR DEBT PORTFOLIO
                                  By Boston Management and Research, as
                                  Advisor


                                    By:  /S/ Payson F. Swaffield
                                    ----------------------------------------
                                    Name:  Payson F. Swaffield
                                    Title: Vice President


<PAGE>