AMENDED AND RESTATED

                                  $100,000,000

                              DEBTOR IN POSSESSION

                                CREDIT AGREEMENT

                                      AMONG

                          SAFETY-KLEEN SERVICES, INC.,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

                         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>
                                Table of Contents
<TABLE>
<S>                                                                                                            <C>

                                                                                                               Page

SECTION 1. DEFINITIONS............................................................................................3
         1.1 Defined Terms........................................................................................3
            --------------
         1.2 Other Definitional Provisions.......................................................................17
            ------------------------------

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS......................................................................18
         2.1 Revolving Credit Commitments........................................................................18
            -----------------------------
         2.2 Procedure for Revolving Credit Borrowing............................................................18
            -----------------------------------------
         2.3 Repayment of Revolving Credit Loans; Evidence of Debt...............................................19
            ------------------------------------------------------
         2.4 Termination or Reduction of Revolving Credit Commitments............................................20
            ---------------------------------------------------------
         2.5 Funding Mechanisms During Borrower Notification Period..............................................20
            -------------------------------------------------------

SECTION 3. LETTERS OF CREDIT.....................................................................................20
         3.1 L/C Commitment......................................................................................20
            ---------------
         3.2 Procedure for Issuance of Letter of Credit..........................................................21
            -------------------------------------------
         3.3 Commissions, Fees and Other Charges.................................................................21
            ------------------------------------
         3.4 L/C Participations..................................................................................22
            -------------------
         3.5 Reimbursement Obligation of the Borrower............................................................23
            -----------------------------------------
         3.6 Obligations Absolute................................................................................23
            ---------------------
         3.7 Letter of Credit Payments...........................................................................24
            --------------------------
         3.8 Applications........................................................................................24
            -------------

SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT..........................................24
         4.1 Commitment Fee......................................................................................24
            ---------------
         4.2 Optional Prepayments................................................................................24
            ---------------------
         4.3 Mandatory Prepayments and Commitment Reductions.....................................................25
            ------------------------------------------------
         4.4 Conversion and Continuation Options.................................................................27
            ------------------------------------
         4.5 Minimum Amounts of Tranches.........................................................................28
            ----------------------------
         4.6 Interest Rates and Payment Dates....................................................................28
            ---------------------------------
         4.7 Computation of Interest and Fees....................................................................29
            ---------------------------------
         4.8 Inability to Determine Interest Rate................................................................29
            -------------------------------------
         4.9 Pro Rata Treatment and Payments.....................................................................30
            --------------------------------
         4.10 Illegality.........................................................................................32
             -----------
         4.11 Requirements of Law................................................................................32
             --------------------
         4.12 Taxes..............................................................................................33
             ------
         4.13 Indemnity..........................................................................................36
             ----------
         4.14 Change of Lending Office; Replacement Lender.......................................................36
             ---------------------------------------------

SECTION 5. REPRESENTATIONS AND WARRANTIES........................................................................37
         5.1 Accuracy of Information, etc........................................................................37
            ------------------------------
         5.2 No Change...........................................................................................37
            ----------
         5.3 Corporate Existence; Compliance with Law............................................................37
            -----------------------------------------

                                      -i-
<PAGE>
         5.4 Corporate Power; Authorization; Enforceable Obligations.............................................37
            --------------------------------------------------------
         5.5 No Legal Bar........................................................................................38
            -------------
         5.6 No Material Litigation..............................................................................38
            -----------------------
         5.7 No Default..........................................................................................38
            -----------

         5.8 Ownership of Property; Liens........................................................................38
            -----------------------------
         5.9 Intellectual Property...............................................................................38
            ----------------------
         5.10 No Burdensome Restrictions.........................................................................39
             ---------------------------
         5.11 Taxes..............................................................................................39
             ------
         5.12 Federal Regulations................................................................................39
             --------------------
         5.13 ERISA..............................................................................................39
             ------
         5.14 Investment Company Act; Other Regulations..........................................................40
             --------------------------- --------------
         5.15 Affiliates.........................................................................................40
             -----------
         5.16 Purpose of Loans...................................................................................40
             -----------------
         5.17 Environmental Matters..............................................................................40
             ---------------
         5.18 Security Documents.................................................................................41
             -------------------
         5.19 Bank Accounts......................................................................................41
             --------------

SECTION 6. CONDITIONS PRECEDENT..................................................................................42
         6.1 Conditions to Initial Extensions of Credit..........................................................42
            -------------------------------------------
         6.2 Conditions to Extension of Credit...................................................................44
            ----------------------------------

SECTION 7. AFFIRMATIVE COVENANTS.................................................................................45
         7.1 Financial Statements................................................................................45
            ---------------------
         7.2 Certificates; Other Information.....................................................................46
            --------------------------------
         7.3 Collateral Reports..................................................................................47
            -------------------
         7.4 Collateral Audit....................................................................................48
            -----------------
         7.5 Conduct of Business and Maintenance of Existence....................................................48
            -------------------------           -------------
         7.6 Maintenance of Property; Insurance..................................................................48
            --------------------------
         7.7 Inspection of Property; Books and Records; Discussions..............................................48
            -------------------------------------------------------
         7.8 Notices.............................................................................................49
            --------
         7.9 Environmental Laws..................................................................................49
            -------------------
         7.10 Further Assurances.................................................................................51
             -------------------
         7.11 Financial Condition Covenants......................................................................51
             ------------------------------

SECTION 8. NEGATIVE COVENANTS....................................................................................51
         8.1 Proceeds of Revolving Credit Loans..................................................................51
            -----------------------------------
         8.2 Limitation on Indebtedness..........................................................................52
            ---------------------------
         8.3 Limitation on Liens.................................................................................52
            --------------------
         8.4 Limitation on Guarantee Obligations.................................................................53
            ------------------------------------
         8.5 Limitation on Fundamental Changes...................................................................53
            ----------------------------------
         8.6 Limitation on Disposition of Assets.................................................................53
            ------------------------------------
         8.7 Limitation on Dividends.............................................................................54
            ------------------------
         8.8 Limitation on Investments, Loans and Advances.......................................................54
            ----------------------------------------------
         8.9 Limitation on Transactions with Affiliates..........................................................55
            -------------------------------------------

                                      -ii-
<PAGE>


         8.10 Limitation on Sales and Leasebacks.................................................................55
             -----------------------------------
         8.11 Limitation on Changes in Fiscal Year...............................................................55
             -------------------------------------
         8.12 Limitation on Lines of Business....................................................................55
             --------------------------------
         8.13 Chapter 11 Claims; Payment of Pre-Petition Date Claims.............................................56
             -------------------------------------------------------
         8.14 Reclamation Claims; Bankruptcy Code Section 546(g) Agreements......................................56
             --------------------------------------------------------------
         8.15 Employment Arrangements............................................................................56
             ------------------------

SECTION 9. EVENTS OF DEFAULT.....................................................................................56

SECTION 10. THE GENERAL ADMINISTRATIVE AGENT AND COLLATERAL AGENT................................................59
         10.1 Appointments.......................................................................................59
             -------------
         10.2 Delegation of Duties...............................................................................60
             ---------------------
         10.3 Exculpatory Provisions.............................................................................60
             -----------------------
         10.4 Reliance by General Administrative Agent and Collateral Agent......................................60
             --------------------------------------------------------------
         10.5 Notice of Default..................................................................................61
             ------------------
         10.6 Non-Reliance on the General Administrative Agent, Collateral Agent and Other Lenders...............61
             -------------------------------------------------------------------------------------
         10.7 Indemnification....................................................................................62
             ----------------
         10.8 Agents in Their Respective Individual Capacities...................................................62
             -------------------------------------------------
         10.9 Successor Agent....................................................................................63
             ----------------

SECTION 11. MISCELLANEOUS........................................................................................63
         11.1 Amendments and Waivers.............................................................................63
             -----------------------
         11.2 Notices............................................................................................64
             --------
         11.3 No Waiver; Cumulative Remedies.....................................................................65
             -------------------------------
         11.4 Survival of Representations and Warranties.........................................................66
             -------------------------------------------
         11.5 Payment of Expenses and Taxes......................................................................66
             ------------------------------
         11.6 Successors and Assigns; Participations and Assignments.............................................67
             -------------------------------------------------------
         11.7 Adjustments; Set-off...............................................................................69
             ---------------------
         11.8 Counterparts.......................................................................................70
             -------------
         11.9 Severability.......................................................................................70
             -------------
         11.10 Integration.......................................................................................70
              ------------
         11.11 GOVERNING LAW.....................................................................................71
              --------------
         11.12 Submission To Jurisdiction; Waivers...............................................................71
              ------------------------------------
         11.13 Acknowledgments...................................................................................71
              ----------------
         11.14 WAIVER OF JURY TRIAL..............................................................................72
              ---------------------
         11.15 Confidentiality...................................................................................72
              ----------------

</TABLE>


                                     -iii-


<PAGE>


SCHEDULES

1.1A        Commitments of Lenders
1.1B        Addresses for Notices
1.1C        Blocked Accounts
5.6         Litigation
5.8         Existing Liens
5.9         Intellectual Property Matters
5.15        Affiliates
5.17        Environmental Matters
8.2(b)      Existing Indebtedness
8.3(f)      Existing Liens
8.4(a)      Existing Guarantee Obligations
8.8         Existing Investments


EXHIBITS

A           Form of Guarantee and Collateral Agreement
B           Form of Borrowing Base Certificate
C           Form of Note
D           Form of Closing Certificate
E           Form of Borrowing Certificate
F           Form of Final Order
G           Form of Assignment and Acceptance
H           Form of Blocked Account Agreement


                                      -iv-

<PAGE>





         AMENDED AND RESTATED DEBTOR IN POSSESSION CREDIT  AGREEMENT,  initially
dated as of June 11,  2000,  amended  and  restated  as of July 19,  2000  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,  letter of credit
issuing  bank  (the  "ISSUING  LENDER"),  TORONTO  DOMINION  (TEXAS),  INC.,  as
administrative  agent  (as  hereinafter  defined,  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, on June 9, 2000 (the "PETITION DATE"), the Borrower,  its sole
shareholder,  Safety-Kleen Corp., a Delaware corporation  ("HOLDINGS"),  and the
wholly owned subsidiaries of the Borrower  incorporated under the laws of one of
the United States of America (the  "SUBSIDIARIES";  collectively  with Holdings,
the "GUARANTORS")  filed voluntary petitions under Section 301 of the Bankruptcy
Code with the United States  Bankruptcy  Court for the District of Delaware (the
"BANKRUPTCY  COURT")  initiating  their  Chapter 11 cases (the "CASES") and have
continued  in the  possession  of their  assets and in the  management  of their
businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

         WHEREAS,  the  Borrower  and the  Underwriters  entered  into a  Credit
Agreement  dated as of June 11, 2000 (the "INTERIM  CREDIT  AGREEMENT")  and the
Bankruptcy  Court entered its interim order in respect  thereof on or about June
14, 2000 ("INTERIM ORDER") authorizing  extensions of credit thereunder of up to
$40,000,000 prior to final approval of the financing  arrangements  contemplated
hereby;

         WHEREAS,  the Borrower has requested  that the Lenders make available a
revolving  credit loan and letter of credit  facility in an aggregate  principal
amount not to exceed $100,000,000  (inclusive of a $35,000,000  sublimit for the
issuance  of Letters  of Credit  (as  hereinafter  defined),  guaranteed  by the
Guarantors,  the  proceeds  of which will be used (a) for  working  capital  and
capital  expenditures of the Borrower and the  Subsidiaries,  (b) for payment of
Chapter 11 expenses,  including  professional  fees, (c) the  refinancing of the
Demand Loan Agreement dated as of March 14, 2000, to Safety-Kleen Systems, Inc.,
guaranteed by the Borrower,  (d) the funding of adequate  protection payments to
the prepetition  secured lenders under the Amended and Restated Credit Agreement
dated as of April 3, 1998, among the Borrower,  Safety-Kleen  (Canada) Ltd., the
General   Administrative   Agent,   The   Toronto-Dominion   Bank,  as  Canadian
Administrative  Agent, and certain other financial  institutions (as hereinafter
defined,  the "PREPETITION CREDIT AGREEMENT"),  and (e) the payment of interest,
fees  and  expenses  hereunder,  in  each  case  subject  to the  terms  of this
Agreement,  the orders entered from time to time by the Bankruptcy Court and the
Budget (as hereinafter defined);

         WHEREAS, to provide security for the repayment and reimbursement of the
extensions  of credit and the payment of the other  obligations  of the Borrower
and the Guarantors


<PAGE>

                                                                               2

hereunder and under the other Loan  Documents,  the Borrower and the  Guarantors
shall  provide  to the  General  Administrative  Agent  (for the  benefit of the
General Administrative Agent and the Lenders),  pursuant to this Agreement,  the
Guarantee and Collateral Agreement and the Orders:

                  (a) an  allowed  administrative  expense  claim  in the  Cases
         pursuant  to  Section   364(c)(1)  of  the  Bankruptcy  Code  having  a
         superpriority over all administrative expenses of the kind specified in
         Sections 503(b) and 507(b) of the Bankruptcy Code;

                  (b) a  perfected  first  priority  Lien,  pursuant  to Section
         364(c)(2)  of the  Bankruptcy  Code,  upon  all  unencumbered  personal
         property  of  the  Borrower  and  the  Guarantors   (including  without
         limitation   cash,   receivables,   inventory,   equipment,   vehicles,
         furniture, bank accounts, trademarks, investment property, intercompany
         claims,  proceeds of the sale of real  property,  claims  against third
         parties and other  general  intangibles  and the proceeds of any of the
         foregoing) and all Leaseholds (as hereinafter defined);

                  (c) a  perfected  second  priority  Lien,  pursuant to Section
         364(c)(3) of the  Bankruptcy  Code,  upon all personal  property of the
         Borrower  and  the  Guarantors   (including  without  limitation  cash,
         receivables,  inventory, equipment, vehicles, furniture, bank accounts,
         trademarks,  investment property,  intercompany claims, proceeds of the
         sale of real  property,  claims against third parties and other general
         intangibles  and  the  proceeds  of  any  of  the  foregoing)  and  all
         Leaseholds  (as  hereinafter  defined)  (other  than  property  of  the
         Borrower and the Guarantors  subject to Liens securing the  obligations
         under the Prepetition  Credit  Agreement) that is otherwise  subject to
         valid and perfected Liens in existence on the Petition Date and subject
         to other Liens permitted to exist hereunder; and

                  (d)  a  perfected,   first  priority,  senior,  priming  Lien,
         pursuant to Section 364(d)(1) of the Bankruptcy Code, upon all personal
         property  of  the  Borrower  and  the  Guarantors   (including  without
         limitation cash, receivables,  inventory,  equipment,  furniture,  bank
         accounts, trademarks,  investment property, intercompany claims, claims
         against third parties and other general intangibles and the proceeds of
         any of the  foregoing)  that  is  subject  to the  Liens  securing  the
         obligations  under the  Prepetition  Credit  Agreement and certain real
         property securing such obligations (the "PREPETITION COLLATERAL") (but,
         in the case of the  Elgin  Loan  Collateral,  such Lien  shall  only be
         granted upon repayment of the Elgin Loan  Obligations,  and only in the
         amount so repaid  plus  interest  accrued and paid on the Loans used to
         repay the Elgin  Loan  Obligations)  and any  Liens  granted  after the
         Petition  Date  to  provide  adequate  protection  in  respect  of such
         obligations  provided that such first  priority,  senior,  priming Lien
         shall be subject to any Liens permitted  under the  Prepetition  Credit
         Agreement  to be prior to the Liens  securing  the  Prepetition  Credit
         Agreement;

         WHEREAS, all of the claims and the Liens granted hereunder and pursuant
to the Guarantee and Collateral Agreement (as hereinafter defined) and the Final
Order (as  hereinafter  defined)  to the  General  Administrative  Agent and the
Lenders shall be subject to the Carve-Out (as hereinafter defined);


<PAGE>
                                                                               3


         WHEREAS, the Lenders are willing to make such credit facility available
upon and subject to the terms and conditions hereinafter set forth;

         WHEREAS, the Borrower, the Lenders and the Underwriters desire to amend
and restate the Interim Credit Agreement as hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements hereinafter set forth, the parties hereby agree as follows:

                             SECTION 1. DEFINITIONS

         1.1 DEFINED TERMS. As used in this Agreement, the following terms shall
have the following meanings:


          "ACCOUNTS": as defined in the Guarantee and Collateral Agreement.

          "AFFILIATE":  as to  any  Person,  any  other  Person  (other  than  a
     Subsidiary) which, directly or indirectly,  is in control of, is controlled
     by, or is under common  control  with,  such  Person.  For purposes of this
     definition,  "control" of a Person means the power, directly or indirectly,
     either to (a) vote 10% or more of the  securities  having  ordinary  voting
     power for the  election of  directors of such Person or (b) direct or cause
     the  direction of the  management  and policies of such Person,  whether by
     contract or otherwise.

          "AGREEMENT":  this Amended and Restated  Debtor in  Possession  Credit
     Agreement,  as amended,  supplemented  or otherwise  modified  from time to
     time.

          "APPLICABLE  MARGIN":  on any day, for Base Rate Loans, 1.00%, and for
     LIBOR Loans, 3.00%.


          "APPLICATION":  an application, in such form as the Issuing Lender may
     specify from time to time,  requesting the Issuing Lender to issue a Letter
     of Credit.

          "APPROVED  FUND":  with  respect  to any  Lender  that is a fund  that
     invests in bank  loans,  any other  fund that  invests in bank loans and is
     advised or managed by the same  investment  advisor as such Lender or by an
     Affiliate of such investment advisor.

          "ASSET  SALE":   any  Disposition  of  assets  or  series  of  related
     Dispositions of assets,  excluding any  Disposition of assets  permitted by
     Section 8.6.

          "ASSIGNEE": as defined in Section 11.6(c).

          "AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Lender at any time,
     an amount  equal to the  excess,  if any,  of (a) such  Lender's  Revolving
     Credit Commitment

<PAGE>
                                                                               4


     OVER (b) such Lender's  Revolving Credit  Percentage of the sum of the then
     outstanding aggregate principal amount of Loans and L/C Obligations.

          "BANKRUPTCY  CODE":  the Bankruptcy  Reform Act of 1978, as heretofore
     and hereafter amended, and codified as 11 U.S.C.ss.ss.101 ET SEQ.

          "BANKRUPTCY COURT": as defined in the Recitals to this Agreement.

          "BASE RATE": a rate per annum determined by the General Administrative
     Agent on a daily basis, equal to the higher of (a) the Prime Rate in effect
     on such day and (b) the Federal Funds  Effective Rate in effect on such day
     plus one half of one percent (.50 of 1%) per annum.

          "BASE RATE LOAN": any Loan the rate of interest applicable to which is
     based upon the Base Rate.

          "BLOCKED ACCOUNT": any bank account of a Loan Party that is subject to
     irrevocable  written  instructions  from the Borrower  satisfactory  to the
     Collateral  Agent  (which will  require,  in the case of the bank  accounts
     listed on Schedule 1.1C,  that the several banks at which such accounts are
     maintained  enter into Blocked  Account  Agreements)  to transfer all funds
     collected  therein  directly or  indirectly  through other bank accounts of
     such Loan Party to the Concentration Account.

          "BLOCKED   ACCOUNT   AGREEMENT":    a   blocked   account   agreement,
     substantially  in the form of Exhibit H or otherwise in form and  substance
     to the Collateral Agent.

          "BOARD": the Board of Governors of the Federal Reserve System.

          "BORROWER": as defined in the Preamble to this Agreement.

          "BORROWER  NOTICE":  a written notice transmitted from time to time by
     the  Underwriters  to the  Borrower  and the bank  where the  Concentration
     Account is maintained,  designating the Payment Account;  PROVIDED, that no
     such Borrower  Notice shall be transmitted or enforced unless (i) Loans are
     at such time  outstanding,  (ii) Letters of Credit have been issued but not
     cash collateralized or (iii) a Default or Event of Default has occurred and
     is  continuing  and  PROVIDED,  FURTHER,  that,  if no  Default or Event of
     Default has occurred and is continuing,  no Loans are  outstanding  and all
     issued and outstanding Letters of Credit have been cash collateralized, any
     outstanding  Borrower Notice shall be suspended by the Underwriters and any
     amounts in the Payment  Account shall be transferred  to the  Concentration
     Account until such time as a new Borrower Notice is delivered in accordance
     with the terms hereof.

          "BORROWER  NOTIFICATION  DATE":  the  Business  Day (which shall be no
     earlier than the third  Business Day after the date of  transmittal  of the
     related Borrower Notice) specified in a Borrower Notice.


<PAGE>
                                                                               5


          "BORROWER  NOTIFICATION  PERIOD":  the  period  from and  including  a
     Borrower  Notification  Date until the related Borrower Notice is suspended
     by the Underwriters.

          "BORROWING BASE": on any date of determination,  the amount determined
     by the Underwriters in their  reasonable  judgment by reference to the most
     recent  Borrowing Base  Certificate  delivered  pursuant to this Agreement,
     equal to the lesser of (i) the  aggregate  cash  collections  from Eligible
     Account  Debtors  for the five  weeks  immediately  preceding  such date of
     determination  and (ii) 75% of the sales to Eligible Account Debtors in the
     five weeks  immediately  preceding such date of  determination,  subject to
     such other reserves as the  Underwriters in their  reasonable  judgment may
     establish from time to time.

          "BORROWING   BASE   CERTIFICATE":   a   borrowing   base   certificate
     substantially   in  the  form  of  Exhibit  B  with  such  changes  as  the
     Underwriters, in their sole discretion, may approve.

          "BORROWING  DATE":  any Business Day specified in a notice pursuant to
     Section 2.2 as a date on which the  Borrower  requests  the Lenders to make
     Loans hereunder.

          "BUDGET": as defined in Section 6.2(g) and as amended, supplemented or
     modified from time to time.

          "BUSINESS  DAY":  a day other than a Saturday,  Sunday or other day on
     which commercial banks in New York City or Houston, Texas are authorized or
     required by law to close; PROVIDED that when such term is used with respect
     to notices and determinations in connection with, and payments of principal
     of, and interest  on,  LIBOR Loans,  any day which is a Business Day in New
     York City and which is also a day on which  trading by and between banks in
     Dollar  deposits  may be  carried  out in the London  interbank  eurodollar
     market.

          "BUSINESS  PLAN":  a  business  plan  and  related  financial  models,
     prepared by the Debtors  with  reasonable  consultation  with the  official
     committee of unsecured creditors appointed in the Cases, to be satisfactory
     in form and substance to the  Underwriters in their  reasonable  discretion
     including,  without  limitation,  in respect of the areas identified by the
     Underwriters'  financial  advisors  from time to time,  PROVIDED,  that the
     Business Plan need not include a valuation of the Debtors' businesses.

          "CANADIAN  SUBSIDIARIES":  the  collective  reference to all direct or
     indirect  subsidiaries of Holdings  domiciled in or incorporated  under the
     laws of Canada.

          "CAPITAL  STOCK":  any and all shares,  interests,  participations  or
     other equivalents  (however  designated) of capital stock of a corporation,
     any and all  equivalent  ownership  interests  in a  Person  (other  than a
     corporation)  and any and all  warrants or options to  purchase  any of the
     foregoing.


<PAGE>
                                                                               6


          "CARVE-OUT": as defined in Section 4.3 of the Guarantee and Collateral
     Agreement.

          "CASES": as defined in the Recitals to this Agreement.

          "CASH COLLATERAL ACCOUNT": as defined in Section 4.2(b).

          "CASH EQUIVALENTS": (a) securities with maturities of one year or less
     from the date of acquisition  issued or fully  guaranteed or insured by the
     United States Government or any agency thereof, (b) certificates of deposit
     and eurodollar  time deposits with  maturities of one year or less from the
     date of  acquisition  and  overnight  bank deposits of any Lender or of any
     commercial bank having capital and surplus in excess of  $500,000,000,  (c)
     repurchase  obligations of any Lender or of any commercial  bank satisfying
     the  requirements  of clause (b) of this  definition,  having a term of not
     more than 30 days with respect to securities  issued or fully guaranteed or
     insured by the United States Government, (d) commercial paper of a domestic
     issuer  rated at least A-2 by Standard and Poor's  Rating Group  ("S&P") or
     P-2 by Moody's Investors  Service,  Inc.  ("MOODY'S"),  (e) securities with
     maturities of one year or less from the date of acquisition issued or fully
     guaranteed by any state, commonwealth or territory of the United States, by
     any  political   subdivision  or  taxing   authority  of  any  such  state,
     commonwealth or territory or by any foreign  government,  the securities of
     which  state,  commonwealth,   territory,  political  subdivision,   taxing
     authority or foreign  government  (as the case may be) are rated at least A
     by S&P or A by Moody's,  (f) securities with maturities of one year or less
     from the date of acquisition  backed by standby letters of credit issued by
     any Lender or any commercial bank satisfying the requirements of clause (b)
     of this  definition  or (g) shares of money market  mutual or similar funds
     which invest  exclusively in assets  satisfying the requirements of clauses
     (a) through (f) of this definition.

          "CLOSING  DATE":  the date on which the  conditions  precedent  to the
     making of the initial Extension of Credit set forth in Section 6.1 shall be
     satisfied.

          "CODE":  the Internal  Revenue  Code of 1986,  as amended from time to
     time.

          "COLLATERAL": all assets of the Loan Parties, now owned or hereinafter
     acquired,  upon which a Lien is  purported  to be  created by any  Security
     Document or Order.

          "COLLATERAL AGENT": as defined in the Preamble to this Agreement.

          "COMMITMENT FEE RATE":1/2of 1% per annum.

          "COMMITMENT PERIOD": the period from and including the Closing Date to
     the Termination Date.

          "COMMONLY CONTROLLED ENTITY": an entity,  whether or not incorporated,
     which is under  common  control  with the  Borrower  within the  meaning of
     Section 4001 of ERISA


<PAGE>
                                                                               7


     or is part of a group which includes the Borrower and which is treated as a
     single employer under Section 414 of the Code.

          "CONCENTRATION ACCOUNT": the account, No. 1064716,  established by the
     Borrower under the sole and exclusive control of the General Administrative
     Agent, or the Collateral Agent as its designee, maintained at the office of
     Bank One,  N.A.  (formerly  known as The First  National  Bank of  Chicago)
     designated as the "Safety-Kleen  Services,  Inc.  Concentration Account" or
     other similar title, which shall be used for the daily concentration of all
     funds received by the Borrower or any Guarantor from the operation of their
     businesses.

          "CONTRACTUAL  OBLIGATION":  as to any  Person,  any  provision  of any
     security  issued by such Person or of any  agreement,  instrument  or other
     undertaking  to which  such  Person is a party or by which it or any of its
     property is bound.

          "DEFAULT":  any of the events  specified  in Section 9, whether or not
     any  requirement  for the giving of notice,  the lapse of time, or both, or
     any other condition, has been satisfied.

          "DISBURSEMENT  ACCOUNT": the account of the Borrower maintained at the
     office of The  Toronto-Dominion  Bank at 909  Fannin  Street,  Suite  1700,
     Houston, TX 77010 into which all Loan proceeds are to be deposited.

          "DISPOSITION":  with respect to any asset, any sale,  lease,  sale and
     leaseback,  assignment,  conveyance, transfer or other disposition thereof;
     and the terms "DISPOSE" and "DISPOSED OF" shall have correlative meanings.

          "ELGIN LOAN  COLLATERAL":  the real estate,  fixtures  and  incidental
     personal property securing the Elgin Loan Obligations.

          "ELGIN LOAN  OBLIGATIONS"  shall mean the  obligations of Safety-Kleen
     Systems,  Inc.,  as borrower,  and the Borrower,  as  guarantor,  under the
     Demand  Loan  Agreement,  dated as of March  14,  2000,  to which  they are
     parties.

          "ELIGIBLE ACCOUNT DEBTORS":  at a particular date, the account debtors
     in respect of all Accounts of any Loan Party arising in the ordinary course
     of business, other than:

               (a) an Affiliate or employee of any Loan Party;

               (b) an account debtor which has  commenced,  or has had commenced
          against  it, a  proceeding  or case  seeking  (i) its  reorganization,
          liquidation,   dissolution,   arrangement   or   winding-up,   or  the
          composition or  readjustment  of its debts,  (ii) the appointment of a
          receiver, custodian, trustee, examiner, liquidator or the like of such
          obligor or of all or any  substantial  part of its property,  or (iii)
          similar  relief in respect of such  obligor  under any law relating to
          bankruptcy,


<PAGE>
                                                                               8


          insolvency,  reorganization,  winding-up, or composition or adjustment
          of debts; or an order for relief against such obligor shall be entered
          in an  involuntary  case  under  the  Bankruptcy  Code  or  any  other
          applicable bankruptcy, insolvency or similar laws; and

               (c) an  account  debtor  located  outside  the  United  States of
          America (including, without limitation, its commonwealth,  territories
          and possessions),  unless it has provided standby letters of credit or
          other  instruments (in form and substance  reasonably  satisfactory to
          the  Underwriters)  issued or  confirmed  by, and  payable  at,  banks
          satisfactory  to the  Underwriters  having a place of  business in the
          United  States of America  and payable in  Dollars,  which  letters of
          credit are assigned or issued for the benefit of and  delivered to the
          Underwriters.

          "ENVIRONMENTAL LAWS": any and all laws (including, without limitation,
     all  common  and  civil  law),  rules,   orders,   regulations,   statutes,
     ordinances,  guidelines,  codes,  decrees,  or  other  legally  enforceable
     requirement of any foreign  government,  the United  States,  or any state,
     provincial,  local, municipal or other governmental authority,  regulating,
     relating  to or  imposing  liability  or  standards  of conduct  concerning
     protection of the  environment or of human health,  or employee  health and
     safety, as has been, is now, or may at any time hereafter be, in effect.

          "ENVIRONMENTAL PERMITS": any and all permits, licenses, registrations,
     approvals,  notifications,  exemptions and any other authorization required
     under any Environmental Law.

          "ERISA":  the Employee  Retirement  Income  Security  Act of 1974,  as
     amended from time to time.

          "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to a LIBOR
     Loan,  the aggregate  (without  duplication)  of the rates  (expressed as a
     decimal fraction) of reserve requirements in effect on such day (including,
     without limitation,  basic,  supplemental,  marginal and emergency reserves
     under any  regulations  of the Board of  Governors  of the Federal  Reserve
     System or other  Governmental  Authority having  jurisdiction  with respect
     thereto)  dealing with reserve  requirements  prescribed  for  eurocurrency
     funding (currently referred to as "Eurocurrency  Liabilities" in Regulation
     D of such Board) maintained by a member bank of such System.

          "EURODOLLAR  BUSINESS  DAY":  any day on  which  banks  are  open  for
     dealings in dollar deposits in the London interbank market.

          "EVENT OF DEFAULT": any of the events specified in Section 9, PROVIDED
     that any requirement for the giving of notice,  the lapse of time, or both,
     or any other condition, has been satisfied.


<PAGE>
                                                                               9


          "EXCESS CASH": cash or Cash Equivalents of Holdings,  the Borrower and
     any  of  the  Subsidiaries  of  the  Borrower   aggregating  in  excess  of
     $15,000,000  (excluding  cash  or  Cash  Equivalents  securing  Letters  of
     Credit).

          "EXTENSION OF CREDIT":  as to any Lender, the making of a Loan by such
     Lender, or the issuance (or acquisition of a participating interest in) any
     Letter  of  Credit.  It  is  expressly   understood  and  agreed  that  the
     continuations  of Loans as LIBOR Loans or Base Rate Loans or conversions of
     one Type of Loan to another  pursuant to Section 4.4 do not  constitute new
     Extensions of Credit for purposes of this Agreement.

          "FEDERAL FUNDS EFFECTIVE  RATE":  for any day, the weighted average of
     the rates on  overnight  federal  funds  transactions  with  members of the
     Federal  Reserve System  arranged by federal funds brokers as published for
     such day (or,  if such day is not a Business  Day,  for the next  preceding
     Business  Day) by the Federal  Reserve Bank of New York or, if such rate is
     not so  published  for any day which is a Business  Day, the average of the
     quotations  for  such  day on such  transactions  received  by the  General
     Administrative  Agent  from  three  federal  funds  brokers  of  recognized
     standing selected by it.

          "FINAL ORDER":  an order of the Bankruptcy  Court entered in the Cases
     after a final hearing  under  Bankruptcy  Rule  4001(c)(2)  granting  final
     approval  of  this   Agreement  and  the  other  Loan   Documents  and  the
     transactions  contemplated  hereby and thereby and  granting  the Liens and
     Super-Priority Claims in favor of the General  Administrative Agent and the
     Lenders,  substantially in the form of Exhibit F, and otherwise in form and
     substance reasonably satisfactory to the General Administrative Agent.

          "FINANCING  LEASE":  any  lease of  property,  real or  personal,  the
     obligations  of the lessee in respect of which are  required in  accordance
     with GAAP to be capitalized on a balance sheet of the lessee.

          "FOREIGN  SUBSIDIARY":  any Subsidiary of the Borrower organized under
     the laws of any jurisdiction outside the United States of America.

          "GAAP":  GENERALLY accepted accounting principles in the United States
     of America in effect from time to time.

          "GENERAL   ADMINISTRATIVE   AGENT":  Toronto  Dominion  (Texas)  Inc.,
     together  with  its  affiliates,   as  arranger  of  the  Revolving  Credit
     Commitments  and  as  administrative  agent  for  the  Lenders  under  this
     Agreement and the other Loan Documents,  and any successor thereto pursuant
     to Section 10.9.

          "GOVERNMENTAL  AUTHORITY":   any  nation  or  government,  any  state,
     provincial or other political subdivision thereof and any entity exercising
     executive, legislative, judicial, regulatory or administrative functions of
     or pertaining to government.


<PAGE>
                                                                              10


          "GUARANTEE  AND  COLLATERAL  AGREEMENT":  the Guarantee and Collateral
     Agreement to be executed and delivered by the Borrower and each  Guarantor,
     substantially  in the  form of  Exhibit  A,  as the  same  may be  amended,
     supplemented or otherwise modified from time to time.

          "GUARANTEE OBLIGATION":  as to any Person (the "GUARANTEEING PERSON"),
     any  obligation  of (a)  the  guaranteeing  person  or (b)  another  Person
     (including,  without  limitation,  any bank  under any letter of credit) to
     induce the creation of which obligation the guaranteeing  person has issued
     a reimbursement,  counterindemnity  or similar  obligation,  in either case
     guaranteeing or in effect guaranteeing any Indebtedness,  leases, dividends
     or other obligations (the "PRIMARY  OBLIGATIONS") of any other third Person
     (the  "PRIMARY  OBLIGOR") in any manner,  whether  directly or  indirectly,
     including,  without limitation,  any obligation of the guaranteeing person,
     whether or not contingent,  (i) to purchase any such primary  obligation or
     any property  constituting  direct or indirect security  therefor,  (ii) to
     advance or supply funds (1) for the purchase or payment of any such primary
     obligation  or (2) to  maintain  working  capital or equity  capital of the
     primary  obligor or  otherwise to maintain the net worth or solvency of the
     primary  obligor,  (iii)  to  purchase  property,  securities  or  services
     primarily  for the  purpose  of  assuring  the  owner of any  such  primary
     obligation  of the ability of the primary  obligor to make  payment of such
     primary  obligation or (iv)  otherwise to assure or hold harmless the owner
     of any such primary obligation  against loss in respect thereof;  PROVIDED,
     HOWEVER,  that the term Guarantee Obligation shall not include endorsements
     of  instruments  for  deposit  or  collection  in the  ordinary  course  of
     business. The amount of any Guarantee Obligation of any guaranteeing person
     shall be deemed to be the  lower of (a) an  amount  equal to the  stated or
     determinable  amount of the  primary  obligation  in  respect of which such
     Guarantee  Obligation  is made and (b) the  maximum  amount  for which such
     guaranteeing  person may be liable  pursuant to the terms of the instrument
     embodying such Guarantee Obligation, unless such primary obligation and the
     maximum  amount  for which such  guaranteeing  person may be liable are not
     stated  or  determinable,  in  which  case  the  amount  of such  Guarantee
     Obligation  shall  be  such   guaranteeing   person's  maximum   reasonably
     anticipated  liability in respect  thereof as determined by the Borrower in
     good faith. For avoidance of doubt,  Guarantee Obligations will not include
     obligations  of Holdings  and its  Subsidiaries  incurred  in the  ordinary
     course of business to  indemnify  customers  in  connection  with  business
     services provided by Holdings or its Subsidiaries.

          "GUARANTOR": as defined in the Recitals to this Agreement.

          "HOLDINGS": as defined in the Recitals to this Agreement.

          "INDEBTEDNESS":  of any Person at any date,  (a) all  indebtedness  of
     such  Person  for  borrowed  money or for the  deferred  purchase  price of
     property or services (other than current trade liabilities  incurred in the
     ordinary  course of  business  and  payable in  accordance  with  customary
     practices), (b) any other indebtedness of such Person which is evidenced by
     a note, bond, debenture or similar instrument,  (c) all obligations of such
     Person  under  Financing  Leases,  (d)  all  obligations  of  such  Person,
     contingent or


<PAGE>
                                                                              11


     otherwise,  as an  account  party  under  acceptance,  letter  of credit or
     similar  facilities (other than obligations in respect of performance bonds
     and  letters  of  credit  in the  nature  of  performance  bonds),  (e) all
     obligations of such Person,  contingent or otherwise, to purchase,  redeem,
     retire or otherwise  acquire for value any Capital Stock (other than common
     stock) of such  Person,  (f) all  Guarantee  Obligations  of such Person in
     respect of  obligations  of the kind referred to in clauses (a) through (e)
     above  and (g) all  obligations  of the kind  referred  to in  clauses  (a)
     through  (f) above  secured by (or for which the holder of such  obligation
     has an existing right,  contingent or otherwise, to be secured by) any Lien
     on property (including,  without limitation,  accounts and contract rights)
     owned by such  Person,  whether or not such  Person  has  assumed or become
     liable for the payment of such obligation.

          "INSOLVENCY":  with respect to any  Multiemployer  Plan, the condition
     that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "INSOLVENT": pertaining to a condition of Insolvency.

          "INTEREST DETERMINATION DATE": with respect to any Interest Period for
     LIBOR Loans,  the date which is two  Eurodollar  Business Days prior to the
     first day of such LIBOR Interest Period.

          "INTEREST  PAYMENT  DATE":  (a) as to any  Base  Rate  Loan  the  last
     Business Day of each calendar  month and (b) as to any LIBOR Loan, the last
     day of the Interest Period related thereto.

          "INTEREST PERIOD": with respect to any LIBOR Loan:

               (a)  initially,  the period  commencing on the Borrowing  Date or
          conversion  date,  as the case may be, with respect to such LIBOR Loan
          and ending one month thereafter; and

               (b)  thereafter,  each period  commencing  on the last day of the
          next  preceding  Interest  Period  applicable  to such  LIBOR Loan and
          ending one month thereafter;

     PROVIDED that, all of the foregoing provisions relating to Interest Periods
     are subject to the following:

               (1) if any Interest  Period would  otherwise end on a day that is
          not a Business Day, such Interest Period shall be extended to the next
          succeeding  Business Day unless the result of such extension  would be
          to carry such  Interest  Period into another  calendar  month in which
          event such  Interest  Period  shall end on the  immediately  preceding
          Business Day; and


<PAGE>
                                                                              12


               (2) any Interest  Period that would  otherwise  extend beyond the
          Termination Date shall end on the Termination Date; and

               (3) any Interest Period that begins on the last Business Day of a
          calendar  month  (or  on a day  for  which  there  is  no  numerically
          corresponding  day in the calendar  month at the end of such  Interest
          Period) shall end on the last Business Day of a calendar month.

          "INTEREST SETTLEMENT PERIOD": during the Borrower Notification Period,
     (a) with  respect to Base Rate Loans,  each  calendar  month,  and (b) with
     respect to each set of LIBOR Rate Loans  having the same  Interest  Period,
     such Interest Period.

          "INTERIM  CREDIT  AGREEMENT":  as  defined  in the  Recitals  to  this
     Agreement.

          "INTERIM ORDER": as defined in the Recitals to this Agreement.

          "INTERIM  PERIOD":  the period  from the date of entry of the  Interim
     Order until the date of entry of the Final Order.

          "ISSUANCE  DATE":  any Business Day specified in a notice  pursuant to
     Section 3.2 as a date on which an Issuing  Lender is  requested  to issue a
     Letter of Credit hereunder.

          "ISSUING LENDER": as defined in the Preamble.

          "L/C FEE PAYMENT DATE": the last day of each calendar month.

          "L/C Lenders":  the collective reference to all the Lenders other than
     the Issuing Lender.

          "L/C OBLIGATIONS":  at any time, an amount equal to the sum of (a) the
     aggregate then undrawn and unexpired amount of the then outstanding Letters
     of Credit and (b) the aggregate  amount of drawings under Letters of Credit
     which have not then been reimbursed pursuant to Section 3.5.

          "LEASEHOLDs":  leaseholds  of any Loan Party in real  property that is
     not  used  for  the   treatment,   storage  or  disposal  of  Materials  of
     Environmental Concern.

          "LENDERS": as defined in the Recitals to this Agreement.

          "LETTERS OF CREDIT": as defined in Section 3.1(a).

          "LIBOR  LOAN":  any Loan the rate of interest  applicable  to which is
     based upon the LIBOR Rate.

<PAGE>
                                                                              13


          "LIBOR RATE":  with respect to a LIBOR Loan for the relevant  Interest
     Period, the rate per annum determined by the General  Administrative  Agent
     as follows:

               (a) on the Interest  Determination Date relating to such Interest
          Period,  the General  Administrative  Agent  shall  obtain the offered
          quotation(s) for U.S. Dollar deposits for a period  comparable to such
          Interest  Period that appear on the Reuters'  Screen as of 11:00 a.m.,
          London  time.  If at least two such offered  quotations  appear on the
          Reuters'  Screen,  the  LIBOR  Rate  shall be the  arithmetic  average
          (rounded up to the nearest  1/16th of 1%) of such offered  quotations,
          as determined by the General Administrative Agent;

               (b)  if  the  Reuters'  Screen  is  not  available  or  has  been
          discontinued,  the LIBOR Rate shall be the rate per annum by the LIBOR
          Reference  Bank as the  rate at which  deposits  in U.S.  Dollars  are
          offered  to such  Reference  Banks in the London  interbank  market at
          11:00 a.m.,  London time,  on the Interest  Determination  Date in the
          approximate  amount of the LIBOR Reference  Bank's relevant LIBOR Loan
          and  having  a  maturity  approximately  equal to the  relevant  LIBOR
          Interest Period; and

               (c) if the  General  Administrative  Agent is not able to  obtain
          quotations  for  the  determination  of the  LIBOR  Rate  pursuant  to
          subsection  (a) or (b)  above,  the LIBOR  Rate  shall be the rate per
          annum which the General  Administrative Agent in good faith determines
          to be the  arithmetic  average  (rounded as  aforesaid) of the offered
          quotations  for U.S.  Dollar  deposits in an amount  comparable to the
          General Administrative Agent's share of the relevant amount in respect
          of which the LIBOR Rate is being determined for a period comparable to
          the relevant LIBOR Interest Period that leading banks in New York City
          selected  by the  General  Administrative  Agent are  quoting at 11:00
          a.m.,  New York City time, on the Interest  Determination  Date in the
          New York interbank market to major international banks.

          "LIBOR REFERENCE BANK": The Toronto-Dominion Bank.

          "LIEN":  any  mortgage,  pledge,  hypothecation,  assignment,  deposit
     arrangement,  encumbrance,  lien  (statutory  or  other),  charge  or other
     security interest or any preference,  priority or other security  agreement
     or preferential  arrangement of any kind or nature  whatsoever  (including,
     without limitation, any conditional sale or other title retention agreement
     and any Financing  Lease having  substantially  the same economic effect as
     any of the foregoing).

          "LOAN":any loan made by any Lender pursuant to this Agreement.

          "LOAN  DOCUMENTS":  the collective  reference to this  Agreement,  any
     Notes, the  Applications,  the Blocked Account  Agreements and the Security
     Documents; individually a "LOAN DOCUMENT".


<PAGE>
                                                                              14


          "LOAN  PARTIES":  the  collective  reference  to the Borrower and each
     Guarantor; individually a "LOAN PARTY".

          "MATERIAL  ADVERSE  EFFECT":  a  material  adverse  effect  on (a) the
     business, assets, property, condition (financial or otherwise) or prospects
     of the Borrower and the Guarantors taken as a whole, (b) the ability of the
     Borrower and the  Guarantors,  taken as a whole, to perform the obligations
     under the Orders and the Loan  Documents,  (c) the ability of the  Borrower
     and the Guarantors  taken as a whole to reorganize as a going concern under
     Chapter 11 of the Bankruptcy  Code, (d) the validity or  enforceability  of
     the Orders or any of the Loan Documents, (e) the rights and remedies of the
     Lenders and the General  Administrative Agent under the Orders and the Loan
     Documents  or (f) timely  payment of the  principal  of or  interest on the
     Loans, outstanding Letters of Credit or other amounts payable in connection
     therewith;  PROVIDED,  that the  shutdown of the  business of  Safety-Kleen
     (Pinewood),  Inc.,  taken alone and expressly  excluding  any  legislative,
     administrative or judicial action in respect thereof,  shall not constitute
     a Material Adverse Effect.

          "MATERIALS  OF  ENVIRONMENTAL  CONCERN":  any  gasoline  or  petroleum
     (including  crude  oil or any  fraction  thereof)  or  petroleum  products,
     polychlorinated   biphenyls,    urea-formaldehyde   insulation,   asbestos,
     pollutants,   contaminants,   biohazards,   radioactivity,  and  any  other
     substances  or forces of any kind,  whether  or not any such  substance  or
     force is defined as hazardous or toxic under any Environmental Law, that is
     regulated   pursuant  to  or  could  give  rise  to  liability   under  any
     Environmental Law.

          "MATURITY  DATE":  the date  determined  pursuant to clause (a) of the
     definition of Termination Date.

          "MULTIEMPLOYER  PLAN": a Plan which is a multiemployer plan as defined
     in Section 4001(a)(3) of ERISA.

          "NET CASH PROCEEDS": in connection with any Asset Sale or any Recovery
     Event,  the  proceeds  thereof  in the form of cash  and  cash  equivalents
     (including  any  such  proceeds  received  by way of  deferred  payment  of
     principal  pursuant to a note or  installment  receivable or purchase price
     adjustment receivable or otherwise,  but only as and when received) of such
     Asset Sale or Recovery Event,  net of attorneys' fees,  accountants'  fees,
     investment banking fees, amounts required to be applied to the repayment of
     Indebtedness  secured by a Lien expressly  permitted hereunder on any asset
     which is the  subject of such Asset Sale or  Recovery  Event or pursuant to
     the Orders (other than any Lien pursuant to a Security  Document) and other
     customary fees and expenses actually  incurred in connection  therewith and
     net of taxes paid or reasonably estimated to be payable as a result thereof
     (after taking into account any available tax credits or deductions  and any
     tax sharing  arrangements)  but including in the case of any Asset Sale the
     amount of  intercompany  Indebtedness,  if any, repaid to any Loan Party as
     part of such Asset Sale.

          "NON-EXCLUDED TAXES": as defined in Section 4.12.


<PAGE>
                                                                              15


          "NOTES":  the promissory  notes of the Borrower,  substantially in the
     form of Exhibit C, each  payable to the order of a Lender,  evidencing  the
     Revolving Credit Loans.

          "OBLIGATIONS": as defined in the Guarantee and Collateral Agreement.

          "ORDERS": the Interim Order and the Final Order.

          "PARTICIPANT": as defined in Section 12.6(b).

          "PAYMENT ACCOUNT": the bank account of the Collateral Agent designated
     in the written notice from the  Underwriters  referred to in the definition
     of Borrower Notice.

          "PBGC": the Pension Benefit Guaranty Corporation  established pursuant
     to Subtitle A of Title IV of ERISA.

          "PERSON":  an individual,  partnership,  corporation,  business trust,
     joint stock Borrower,  trust,  unincorporated  association,  joint venture,
     Governmental Authority or other entity of whatever nature.

          "PETITION DATE": as defined in the Recitals to this Agreement.

          "PLAN":  at a  particular  time,  any  employee  benefit plan which is
     covered  by ERISA  and in  respect  of which  the  Borrower  or a  Commonly
     Controlled  Entity is (or, if such plan were terminated at such time, would
     under  Section 4069 of ERISA be deemed to be) an  "employer"  as defined in
     Section 3(5) of ERISA.

          "PLAN OF  REORGANIZATION":  a Chapter 11 plan of reorganization in any
     of the Cases.

          "PREPETITION  COLLATERAL":   all  property  securing  the  Prepetition
     Obligations.

          "PREPETITION  CREDIT  AGREEMENT":  the  Amended  and  Restated  Credit
     Agreement,  dated as of April 3,  1998,  among the  Borrower,  Safety-Kleen
     (Canada) Ltd., the Prepetition Lenders,  Toronto Dominion (Texas), Inc., as
     general  administrative  agent,  The  Toronto-Dominion  Bank,  as  Canadian
     administrative  agent, TD Securities  (USA) Inc., as arranger,  The Bank of
     Nova Scotia,  Bank of America,  Bank One, N.A., and Wachovia Bank, N.A., as
     managing  agents,   the  Bank  of  Nova  Scotia  and  Bank  One,  N.A.,  as
     co-documentation  agent,  and Bank of America,  as  syndication  agent , as
     amended, supplemented or otherwise modified from time to time.

          "PREPETITION  LENDERS":  collectively,  the financial institutions and
     other  entities  from  time  to  time  parties  to the  Prepetition  Credit
     Agreement.

          "PREPETITION OBLIGATIONS":  the aggregate outstanding principal amount
     of the loans and other financial  accommodations  made under or pursuant to
     the Prepetition  Credit Agreement,  and all accrued but unpaid interest and
     fees,  costs and other  charges  payable


<PAGE>
                                                                              16


     to  the  agents  or  the  Prepetition  Lenders  under  or  pursuant  to the
     Prepetition Credit Agreement and all obligations owing by any Loan Party to
     any Prepetition  Lender under any Hedging Agreement entered into before the
     Petition  Date  and all  interest,  fees,  costs,  other  charges  or other
     obligations that may accrue after the Petition Date (whether or not allowed
     as a claim in the Cases).

          "PRIME   RATE":   the   prime   commercial   lending   rate   of   The
     Toronto-Dominion  Bank as in effect  from time to time in New York City for
     loans in U.S. Dollars,  such rate to be adjusted on and as of the effective
     date of any  change in the Prime  Rate.  The Prime  Rate is only one of the
     bases for  computing  interest on loans made by the Lenders,  and by basing
     interest on the unpaid principal amount of the Loans on the Prime Rate, the
     Lenders have not  committed to charge,  and the Borrower has not in any way
     bargained  for,  interest  based on a lower or the lowest rate at which the
     Lenders may now or in the future make loans to other borrowers.

          "PRINCIPAL  SETTLEMENT  PERIOD":   initially,   the  period  from  and
     including a Borrower Notification Date to and including the last day of the
     calendar  week  in  which  such  Borrower   Notification  Date  falls,  and
     thereafter, each succeeding calendar week.

          "RECOVERY  EVENT":  any  settlement  of or  payment  in respect of any
     property  or  casualty  insurance  claim  or  any  condemnation  proceeding
     relating to any asset of the Borrower or any of its  Subsidiaries in excess
     of $5,000,000 in the aggregate.

          "REGISTER": as defined in Section 11.6(d).

          "REGULATION  U":  Regulation  U of the Board as in effect from time to
     time.

          "REIMBURSEMENT   OBLIGATION":   the  obligation  of  the  Borrower  to
     reimburse  the Issuing  Lender  pursuant  to Section 3.5 for amounts  drawn
     under Letters of Credit.

          "REORGANIZATION":   with  respect  to  any  Multiemployer   Plan,  the
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.

          "REPORTABLE  EVENT": any of the events set forth in Section 4043(c) of
     ERISA,  other than those events as to which the thirty-day notice period is
     waived under  subsection  .27,  .28, .29, .30, .31, .32, .34 or .35 of PBGC
     Reg.ss. 4043.

          "REQUIRED  LENDERS":  the  holders  of more than  66-2/3% of the total
     Revolving Credit  Commitments or, if the Revolving Credit  Commitments have
     been terminated, the aggregate principal (or face) amount of all Extensions
     of Credit then outstanding.

          "REQUIREMENT   OF  LAW":  as  to  any  Person,   the   Certificate  of
     Incorporation and By-Laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator  or a court  or  other


<PAGE>
                                                                              17


     Governmental  Authority,  in each case  applicable  to or binding upon such
     Person  or  any of its  property  or to  which  such  Person  or any of its
     property is subject.

          "RESPONSIBLE  OFFICER":  the chief executive officer and the president
     of the  Borrower  or  Holdings,  as the case may be,  or,  with  respect to
     financial matters, the chief financial officer of the Borrower or Holdings,
     as the case may be.

          "REUTERS'  SCREEN":  the  display  designated  at page  "LIBO"  on the
     Reuters  Monitor System or such other display on the Reuters Monitor System
     as may replace such page  displaying  the London  interbank  bid or offered
     rates.

          "REVOLVING  CREDIT  COMMITMENT":  as to any Lender,  the obligation of
     such Lender,  if any, to make Revolving Credit Loans and provide Letters of
     Credit to the Borrower  hereunder in an aggregate  principal  amount not to
     exceed the amount set forth under the heading "Revolving Credit Commitment"
     opposite  such  Lender's  name on Schedule  1.1A (which may be amended from
     time to time to reflect Lenders who have made additional  Commitments)  or,
     as the case may be, in the Assignment and Acceptance pursuant to which such
     Lender became a party hereto,  as the same may be changed from time to time
     pursuant  to  the  terms  hereof.  The  original  aggregate  amount  of the
     Revolving Credit Commitments is $100,000,000.

          "REVOLVING CREDIT LOAN": as defined in Section 2.1.

          "REVOLVING  CREDIT  PERCENTAGE":  as to any  Lender at any  time,  the
     percentage which such Lender's Revolving Credit Commitment then constitutes
     of the aggregate  Revolving Credit Commitments (or, if the Revolving Credit
     Commitments  have been  terminated,  the  percentage  which  the  aggregate
     principal  amount of such Lender's  Extensions  of Credit then  outstanding
     constitutes  of the aggregate  principal (or face) amount of all Extensions
     of Credit then outstanding).

          "SECURITY  DOCUMENTS":  the collective  reference to the Guarantee and
     Collateral Agreement,  and all other security documents hereafter delivered
     to the General  Administrative Agent granting a Lien on any property of any
     Person to secure the  obligations  and  liabilities of any Loan Party under
     any Loan Document.

          "SINGLE  EMPLOYER  PLAN":  any Plan  which is  covered  by Title IV of
     ERISA, but which is not a Multiemployer Plan.

          "STEERING  COMMITTEE":  the informal committee of certain  Prepetition
     Lenders from time to time.

          "SUBSIDIARY": as defined in the Recitals to this Agreement.


<PAGE>
                                                                              18



          "SUPER-PRIORITY  CLAIM": a claim against the Borrower or any Guarantor
     which is an  administrative  expense claim having  priority over any or all
     administrative  expenses of the kind specified in Sections 503(b) or 507(b)
     of the Bankruptcy Code.

          "TERMINATION  DATE":  the  earlier to occur of (a) the 364th day after
     the  Petition  Date;  provided,  that,  on the date  that is the  six-month
     anniversary  of the  Petition  Date,  if no Default or Event of Default has
     occurred which is then continuing,  such  termination  shall be extended to
     the 364th day after such six-month anniversary; (b) the effective date of a
     Plan of  Reorganization  or (c) the earlier  termination  of the  Revolving
     Credit Commitments in accordance with the terms hereof.

          "TRANCHE":  the collective  reference to LIBOR Loans, the then current
     Interest  Periods  with  respect to all of which begin on the same date and
     end on the same later date (whether or not such Loans shall originally have
     been made on the same day).

          "TRANSFEREE": as defined in Section 11.6(f).

          "TYPE":  as to any  Loan,  its  nature  as a Base Rate Loan or a LIBOR
     Loan.

          "UNDERWRITERS": as defined in the Preamble to this Agreement.

          "UNIFORM  CUSTOMS":  the Uniform  Customs and Practice for Documentary
     Credits (1993 Revision),  International Chamber of Commerce Publication No.
     500, as the same may be amended from time to time.

          "U.S.  DOLLARS" and "$":  dollars in the lawful currency of the United
     States of America.

               1.2 OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise specified
therein,  all terms defined in this  Agreement  shall have the defined  meanings
when used in any Notes or any  certificate  or other  document made or delivered
pursuant hereto.

               (b) As used herein and in any Notes, and any certificate or other
document made or delivered  pursuant  hereto,  accounting  terms relating to the
Loan Parties not defined in Section 1.1 and  accounting  terms partly defined in
Section 1.1, to the extent not defined, shall have the respective meanings given
to them  under  GAAP;  PROVIDED  that,  if the  Borrower  notifies  the  General
Administrative  Agent that the Borrower  requests an amendment to any  provision
hereof to eliminate the effect of any change  occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
General  Administrative  Agent  notifies the Borrower that the Required  Lenders
request an amendment to any provision  hereof for such  purpose),  regardless of
whether any such  notice is given  before or after such change in GAAP or in the
application thereof,  then, pending execution and delivery of such an amendment,
such  provision  shall be  interpreted  on the  basis of GAAP as in  effect  and
applied  immediately  before such change shall have become  effective until such
notice  shall  have been  withdrawn  or such  provision  amended  in  accordance
herewith.


<PAGE>
                                                                              19


               (c) The words  "hereof,"  "herein" and  "hereunder"  and words of
similar  import when used in this  Agreement  shall refer to this Agreement as a
whole  and not to any  particular  provision  of this  Agreement,  and  Section,
subsection,  Schedule  and  Exhibit  references  are to  this  Agreement  unless
otherwise specified.

               (d) The meanings  given to terms defined  herein shall be equally
applicable to both the singular and plural forms of such terms.

                   SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS

               2.1  REVOLVING  CREDIT  COMMITMENTS.  Subject  to the  terms  and
conditions  hereof,  each Lender severally agrees to make revolving credit loans
(each, a "REVOLVING  CREDIT LOAN")  denominated in U.S.  Dollars to the Borrower
during the Commitment  Period in an aggregate  principal  amount at any one time
outstanding  which after giving effect to such borrowing and the use of proceeds
thereof does not exceed the lesser of (i) the amount of such Lender's  Available
Revolving Credit  Commitment and (ii) such Lender's  Revolving Credit Percentage
of the Borrowing Base then in effect. During the Commitment Period, the Borrower
may use the Revolving Credit  Commitments by borrowing,  prepaying the Revolving
Credit Loans in whole or in part, and  reborrowing,  all in accordance  with the
terms and conditions hereof. The Revolving Credit Loans may from time to time be
LIBOR Loans or Base Rate Loans,  as  determined  by the Borrower and notified to
the General  Administrative Agent and, during the Borrower  Notification Period,
the Collateral Agent in accordance with Sections 2.2 and 4.4.

               2.2 PROCEDURE FOR REVOLVING  CREDIT  BORROWING.  The Borrower may
borrow under the Revolving Credit  Commitments  during the Commitment  Period on
any  Business  Day in  accordance  with this  Section  2.2,  PROVIDED,  that the
Borrower shall give the General  Administrative  Agent and,  during the Borrower
Notification  Period,  the Collateral  Agent  irrevocable  written notice (which
notice must be received by the General Administrative Agent prior to 12:00 Noon,
New York City time,  (i) three  Business Days prior to the  requested  Borrowing
Date,  in the  case of  LIBOR  Loans,  or (ii)  one  Business  Day  prior to the
requested  Borrowing  Date, in the case of Base Rate Loans prior to the Borrower
Notification Date and, during the Borrower  Notification  Period,  prior to 1:00
p.m., New York City time, on the requested  Borrowing Date),  specifying (A) the
amounts and Types of Revolving Credit Loans to be borrowed and (B) the requested
Borrowing Date. Each borrowing under the Revolving Credit  Commitments  shall be
in an  amount  equal  to (x) in the case of Base  Rate  Loans,  $1,000,000  or a
multiple  of  $500,000  in excess  thereof  and (y) in the case of LIBOR  Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Upon receipt of
any such  notice  from the  Borrower,  the  General  Administrative  Agent shall
promptly  notify each Lender thereof  unless the procedures for daily  revolving
borrowing and settlement  among the Lenders  contemplated  by  subsections  2.5,
4.3(h) and (i) and 4.9(e) and (f) are in effect in which  event such  procedures
shall  govern.  Each  Lender  will  make  the  amount  of its  Revolving  Credit
Percentage of each borrowing available to the General  Administrative  Agent for
the account of the  Borrower at the office of the General  Administrative  Agent
specified  in Section  11.2  prior to 12:00  Noon,  New York City  time,  on the
Borrowing Date requested by the Borrower in funds  immediately  available to the


<PAGE>
                                                                              20


General Administrative Agent unless the procedures for daily revolving borrowing
and settlement among the Lenders contemplated by subsections 2.5, 4.3(h) and (i)
and 4.9(e) and (f) are in effect in which event such  procedures  shall  govern.
Such  borrowing  will then be made  available to the  Borrower by crediting  the
Disbursement  Account with the aggregate  amounts made  available by the Lenders
and in like  funds  as  received  unless  the  procedures  for  daily  revolving
borrowing and settlement  among the Lenders  contemplated  by  subsections  2.5,
4.3(h) and (i) and 4.9(e) and (f) are in effect in which  event such  procedures
shall govern.

               2.3 REPAYMENT OF REVOLVING  CREDIT LOANS;  EVIDENCE OF DEBT.  (a)
The   Borrower   hereby   unconditionally   promises   to  pay  to  the  General
Administrative  Agent for the account of the appropriate  Lender the then unpaid
principal amount of each Revolving Credit Loan of such Lender on the Termination
Date. The Borrower hereby further agrees to pay interest on the unpaid principal
amount of the Revolving Credit Loans from time to time outstanding from the date
hereof until  payment in full thereof at the rates per annum,  and on the dates,
set forth in Section 4.6.

               (b) Each  Lender  shall  maintain  in  accordance  with its usual
practice an account or accounts evidencing  indebtedness of the Borrower to such
Lender  resulting  from each  Revolving  Credit Loan of such Lender from time to
time,  including the amounts of principal and interest  payable and paid to such
Lender from time to time under this Agreement.

               (c) The General  Administrative Agent, on behalf of the Borrower,
shall  maintain  the  Register  pursuant to Section  11.6(e),  and a  subaccount
therein  for each  Lender,  in which  shall be  recorded  (i) the amount of each
Revolving  Credit Loan made  hereunder and any Note  evidencing  such  Revolving
Credit Loan,  (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) both
the amount of any sum  received by the General  Administrative  Agent  hereunder
from the  Borrower and each  Lender's  share  thereof;  PROVIDED,  that,  if the
procedures for daily revolving  borrowing and repayment and for settlement among
the Lenders  contemplated by subsections  2.5, 4.3(h) and (i) and 4.9(e) and (f)
are in effect, such procedures shall govern.

               (d) The entries  made in the  Register  and the  accounts of each
Lender  maintained  pursuant to Section  2.3(b) shall be PRIMA FACIE evidence of
the existence and amounts of the obligations of the Borrower; PROVIDED, HOWEVER,
that  the  failure  of any  Lender,  the  General  Administrative  Agent  or the
Collateral  Agent to maintain  the  Register or any such  account,  or any error
therein,  shall not in any manner  affect the  obligation of the Borrower or any
other Loan Party to repay (with applicable  interest) the Revolving Credit Loans
in accordance with the terms of this Agreement.

               (e) The  Borrower  agrees  that,  upon the request to the General
Administrative  Agent by any Lender,  the  Borrower  will execute and deliver to
such Lender a Note with appropriate insertions as to date and principal amount.

               2.4 TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS. The
Borrower  shall  have the  right,  upon  not  less  than  three  Business  Days'
irrevocable written notice to the



<PAGE>
                                                                              21


General  Administrative Agent, to terminate the Revolving Credit Commitments or,
from time to time,  to reduce the  amount of the  Revolving  Credit  Commitments
without  premium or penalty;  PROVIDED that no such  termination or reduction of
Revolving Credit  Commitments shall be permitted if, after giving effect thereto
and to any prepayments of the Revolving  Credit Loans made on the effective date
thereof, the outstanding  Extensions of Credit would exceed the Revolving Credit
Commitments  then in effect.  Any such reduction  shall be in an amount equal to
$5,000,000,  or a whole multiple of $250,000 in excess thereof, and shall reduce
permanently the Revolving Credit Commitments then in effect.

               2.5  FUNDING  MECHANISMS  DURING  BORROWER  NOTIFICATION  PERIOD.
Notwithstanding  any other provision of this  Agreement,  and in order to reduce
the number of fund transfers among the Borrower,  the Lenders and the Collateral
Agent,  during the Borrower  Notification  Period, the Collateral Agent may (but
shall not be obligated to),  without any requirement of notice,  fund, on behalf
of all Lenders,  Loans  pursuant to Section 2.1,  subject to the  procedures for
settlement set forth in subsection 4.9(e) and (f); PROVIDED,  HOWEVER,  that (a)
the  Collateral  Agent  shall in no event  fund any such  Loan if it shall  have
received  written  notice from the  Required  Lenders at least one  Business Day
before the proposed Borrowing Date that one or more of the conditions  precedent
specified in Section 6.2 will not be satisfied as of the Borrowing  Date and (b)
the Collateral  Agent shall otherwise not be required to determine that, or take
notice whether, any such conditions precedent have been satisfied.

                          SECTION 3. LETTERS OF CREDIT

               3.1 L/C  COMMITMENT.  (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  $35,000,000;  (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 $15,000,000
of  Letters  of  Credit  shall  be  available  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. 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.

               (b) Each Letter of Credit shall be subject to the Uniform Customs
and,  to the extent  not  inconsistent  therewith,  the laws of the State of New
York.

               3.2 PROCEDURE FOR ISSUANCE OF LETTER OF CREDIT.  The Borrower may
from time to time  request  that the Issuing  Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices  specified herein an
Application  therefor,  completed to the satisfaction of the


<PAGE>
                                                                              22


Issuing  Lender,  the  certificate of a Responsible  Officer of the Borrower and
such other  certificates,  documents  and other  papers and  information  as the
Issuing  Lender may request,  with a copy to the General  Administrative  Agent.
Upon  receipt of any  Application,  the Issuing  Lender  agrees to process  such
Application  and the  certificates,  documents and other papers and  information
delivered  to it in  connection  therewith  in  accordance  with  its  customary
procedures and shall promptly issue the Letter of Credit requested  thereby (but
in no event shall such Issuing  Lender be required to issue any Letter of Credit
earlier than three Business Days after its receipt of the  Application  therefor
and all such other  certificates,  documents  and other  papers and  information
relating  thereto)  by  issuing  the  original  of such  Letter of Credit to the
beneficiary  thereof or as otherwise may be agreed to by such Issuing Lender and
the Borrower,  PROVIDED, that no Letter of Credit to provide financial assurance
of  reclamation,  clean up or other  similar  changes shall be issued unless and
until the General  Administrative Agent shall have reasonably  determined,  that
such  additional  financial  assurance is required in the amount and at the time
requested  and that the Loan Party that owns the site or operation in respect of
which such  assurance is requested  is likely to fully  perform the  obligations
supported by such Letter of Credit.  The Issuing  Lender shall furnish a copy of
each Letter of Credit by it  hereunder to the Borrower  promptly  following  the
issuance  thereof.  The Issuing  Lender  shall  promptly  furnish to the General
Administrative  Agent,  which shall in turn promptly furnish to the L/C Lenders,
notice of the issuance of each Letter of Credit (including the amount thereof).

               3.3 COMMISSIONS,  FEES AND OTHER CHARGES.  (a) The Borrower shall
pay to the General  Administrative  Agent, for the account of the L/C Lenders, a
letter of credit  commission  with respect to each Letter of Credit  outstanding
under this  Agreement  for the period from the  Issuance  Date of such Letter of
Credit to the expiration or termination of such Letter of Credit,  computed at a
per annum rate equal to the  Applicable  Margin then in effect  with  respect to
LIBOR Loans on the average  aggregate  amount  available  to be drawn under such
Letter of Credit  during  the  period  for which  such fee is  calculated.  Such
commission  shall be shared ratably among the L/C Lenders and payable in arrears
on each L/C Fee Payment Date to occur after the respective  Issuance Date and on
the Termination Date and shall be nonrefundable.

               (b) The Borrower  shall pay to the Issuing Lender with respect to
each Letter of Credit issued by the Issuing Lender under this Agreement, for its
own account, a fronting fee with respect to the period from the Issuance Date of
such Letter of Credit to the  expiration or  termination  date of such Letter of
Credit,  computed  at a rate of 1/4 of 1% per  annum  on the  average  aggregate
amount  available to be drawn under such Letter of Credit  during the period for
which such fee is  calculated.  Such fronting fee shall be payable in arrears on
each  L/C  Fee  Payment  Date  to  occur  after  the  Issuance  Date  and on the
Termination Date and shall be nonrefundable.

               (c) In  addition  to the  foregoing  fees  and  commissions,  the
Borrower shall pay or reimburse the Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by the Issuing  Lender in issuing,
negotiating,  effecting payment under,  amending or otherwise  administering any
Letter of Credit.


<PAGE>
                                                                              23


               3.4 L/C  PARTICIPATIONS.  (a)  Effective on the Issuance  Date in
respect of each Letter of Credit, the Issuing Lender irrevocably agrees to grant
and hereby grants to each L/C Lender (other than such Issuing  Lender),  and, to
induce the Issuing Lender to issue Letters of Credit hereunder,  each L/C Lender
irrevocably  agrees to accept and purchase and hereby accepts and purchases from
the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C
Lender's own account an undivided  interest equal to such L/C Lender's Revolving
Credit  Percentage  of the Issuing  Lender's  obligations  and rights under each
Letter of Credit  issued  hereunder  and the  amount of each  draft  paid by the
Issuing  Lender  thereunder.  Each L/C Lender  unconditionally  and  irrevocably
agrees  with the  Issuing  Lender  that,  if a draft is paid under any Letter of
Credit for which the Issuing Lender is not reimbursed in full by the Borrower in
accordance  with the terms of this  Agreement,  such L/C Lender shall pay to the
Issuing Lender upon demand at the Issuing Lender's address for notices specified
herein an amount equal to such L/C Lender's  Revolving Credit  Percentage of the
amount of such draft, or any part thereof, which is not so reimbursed.

               (b) If any  amount  required  to be paid by any L/C Lender to the
Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion
of any payment made by the Issuing  Lender under any Letter of Credit  issued by
the Issuing  Lender is not paid when due but is paid within three  Business Days
after the date such  payment  is due,  the L/C Lender  shall pay to the  Issuing
Lender on demand an amount equal to the product of (i) such  amount,  times (ii)
the daily  average  Federal  Funds  Effective  Rate  during the period  from and
including the date such payment is required to the date on which such payment is
immediately  available  to the  Issuing  Lender,  times  (iii)  a  fraction  the
numerator of which is the number of days that elapse  during such period and the
denominator  of which is 360. If any such amount  required to be paid by any L/C
Lender pursuant to Section 3.4(a) is not made available to the Issuing Lender by
such L/C Lender  within three  Business Days after the date such payment is due,
the Issuing Lender shall be entitled to recover from such L/C Lender, on demand,
such amount with interest thereon  calculated from such due date at the rate per
annum  applicable  to Base Rate  Loans.  A  certificate  of the  Issuing  Lender
submitted to any L/C Lender with respect to any amounts owing under this Section
shall be conclusive in the absence of manifest error.

               (c)  Whenever,  at any time  after the  Issuing  Lender  has made
payment under any Letter of Credit issued by the Issuing Lender and has received
from  any  L/C  Lender  its  Revolving  Credit  Percentage  of such  payment  in
accordance with Section 3.4(a),  the Issuing Lender receives any payment related
to such Letter of Credit  (whether  directly  from the  Borrower  or  otherwise,
including  proceeds of collateral  applied  thereto by the Issuing  Lender,  but
excluding  payments  from L/C  Lenders),  or any  payment of interest on account
thereof,  the Issuing  Lender will  distribute  to such L/C Lender its Revolving
Credit Percentage thereof;  PROVIDED,  HOWEVER,  that in the event that any such
payment  received by the Issuing  Lender shall be required to be returned by the
Issuing  Lender,  such L/C Lender shall return to the Issuing Lender the portion
thereof previously distributed by the Issuing Lender to it.

               3.5 REIMBURSEMENT  OBLIGATION OF THE BORROWER. If any draft shall
be  presented  for  payment  under any  Letter of Credit  issued by the  Issuing
Lender,  the Issuing Lender shall  promptly  notify the Borrower of the date and
amount thereof. If the Issuing Lender notifies the


<PAGE>
                                                                              24


Borrower  prior to 10:00 a.m.,  New York City time,  on any Business Day, of any
drawing  under any Letter of Credit issued by it, the Borrower  shall  reimburse
the Issuing Lender with respect to such drawing on the next succeeding  Business
Day. If the Issuing Lender notifies the Borrower after 10:00 a.m., New York City
time,  on any Business Day of any drawing  under any Letter of Credit  issued by
it, the Borrower shall reimburse the Issuing Lender with respect to such drawing
on the second succeeding  Business Day. Interest shall be payable on any and all
amounts  drawn under  Letters of Credit from the date of such drawing  until the
date  on  which  reimbursement  of  such  amount  is due  pursuant  to  the  two
immediately  preceding  sentences at the interest  rate then  applicable to Base
Rate Loans. In addition, the Borrower agrees to reimburse the Issuing Lender for
any taxes,  fees,  charges or other  costs or  expenses  incurred by the Issuing
Lender in  connection  with any payment under any Letter of Credit issued by the
Issuing Lender.  Each payment by the Borrower pursuant to this Section 3.5 shall
be made to the Issuing  Lender at its address  for notices  specified  herein in
U.S. Dollars and in immediately available funds.

               3.6 OBLIGATIONS ABSOLUTE.  The Borrower's  obligations under this
Section 3 shall be absolute and  unconditional  under any and all  circumstances
and  irrespective  of any setoff,  counterclaim  or defense to payment which the
Borrower may have or have had against the Issuing  Lender,  any beneficiary of a
Letter of Credit or any other Person.  The Borrower also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible  for, and the Borrower's
Reimbursement  Obligations  under  Section 3.5 shall not be affected  by,  among
other things,  the validity or genuineness  of documents or of any  endorsements
thereon,  even  though  such  documents  shall  in  fact  prove  to be  invalid,
fraudulent  or forged,  or any  dispute  between or among the  Borrower  and any
beneficiary  of any Letter of Credit or any other  party to which such Letter of
Credit may be transferred or any claims  whatsoever of the Borrower  against any
beneficiary of such Letter of Credit or any such transferee.  The Issuing Lender
shall  not  be  liable  for  any  error,  omission,  interruption  or  delay  in
transmission,   dispatch  or   delivery  of  any  message  or  advice,   however
transmitted,  in  connection  with any  Letter of  Credit,  except for errors or
omissions  found by a final and  nonappealable  decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Issuing Lender.  The Borrower agrees that any action taken or omitted by the
Issuing  Lender under or in connection  with any Letter of Credit or the related
drafts or  documents,  if done in the  absence  of gross  negligence  or willful
misconduct and in accordance with the standards of care specified in the Uniform
Commercial  Code of the State of New York,  shall be binding on the Borrower and
shall not result in any liability of the Issuing Lender to the Borrower.

               3.7 LETTER OF CREDIT  PAYMENTS.  If any draft shall be  presented
for payment under any Letter of Credit issued by the Issuing Lender, the Issuing
Lender shall promptly  notify the Borrower of the date and amount  thereof.  The
responsibility  of the Issuing  Lender to the  Borrower in  connection  with any
draft presented for payment under any Letter of Credit shall, in addition to any
payment  obligation  expressly provided for in such Letter of Credit, be limited
to determining  that the documents  (including each draft)  delivered under such
Letter of Credit  in  connection  with such  presentment  are  substantially  in
conformity with such Letter of Credit.

               3.8  APPLICATIONS.  To  the  extent  that  any  provision  of any
Application  related to any Letter of Credit is inconsistent with the provisions
of this Section 3 or any other  provision of


<PAGE>
                                                                              25


this  Agreement,  the  provisions of this Section 3 or such other  provisions of
this Agreement shall apply.

     SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

               4.1  COMMITMENT  FEE. The  Borrower  agrees to pay to the General
Administrative  Agent for the  account of each Lender a  commitment  fee for the
period from and including the Closing Date to the Termination Date,  computed at
the Commitment  Fee Rate on the average daily amount of the Available  Revolving
Credit  Commitment  of such Lender  during the period for which payment is made,
payable  monthly in arrears  on the last day of each  calendar  month and on the
Termination Date,  commencing on the first of such dates to occur after the date
hereof.

               4.2  OPTIONAL  PREPAYMENTS.  (a)  Subject  to the  provisions  of
Section  4.3,  the  Borrower  may at any time and from time to time  prepay  the
Revolving  Credit Loans, in whole or in part,  without premium or penalty,  upon
(i) at least one Business  Day's prior notice for Base Rate Loans and (ii) three
Business Days' notice for LIBOR Loans, PROVIDED, that if a LIBOR Loan is prepaid
on any day other than the last day of the Interest  Period  applicable  thereto,
the  Borrower  shall also pay any amounts  owing  pursuant  to Section  4.13 and
PROVIDED,  FURTHER, that if after giving effect to any prepayment of LIBOR Loans
there remain LIBOR Loans  outstanding,  such outstanding LIBOR Loans shall be in
an amount in excess of $5,000,000.  Upon receipt of any such notice, the General
Administrative  Agent shall promptly notify each relevant Lender thereof. If any
such  notice is given,  the amount  specified  in such  notice  shall be due and
payable  on the  date  specified  therein,  together  with any  amounts  payable
pursuant  to  Section  4.13 and  accrued  interest  to such  date on the  amount
prepaid.  Partial prepayments of Revolving Credit Loans shall be in an aggregate
principal  amount of not less than $5,000,000 and whole multiples of $250,000 in
excess thereof.

               (b) The  amount  of each  optional  prepayment  shall be  applied
FIRST, to the prepayment of the Revolving Credit Loans,  SECOND,  payment of any
unpaid   drawings   under   Letters   of  Credit,   and   THIRD,   to  the  cash
collateralization  of outstanding undrawn Letters of Credit by depositing into a
cash collateral account (the "CASH COLLATERAL  ACCOUNT") maintained at a bank or
financial institution  acceptable to the General  Administrative Agent an amount
equal to 105% of the  amount by which the  aggregate  undrawn  Letters of Credit
exceeds the amount of cash held in the Cash Collateral Account.

               4.3 MANDATORY PREPAYMENTS AND COMMITMENT  REDUCTIONS.  (a) If, at
any time during the  Commitment  Period,  the sum of the  aggregate  outstanding
Loans and L/C  Obligations  exceeds the lesser of (i) the Borrowing Base or (ii)
the aggregate  Revolving Credit  Commitments then in effect, the Borrower shall,
without notice or demand, immediately pay to the General Administrative Agent an
amount  equal to such  excess to be  applied  FIRST,  to the  prepayment  of the
Revolving  Credit Loans,  SECOND,  to the payment of any unpaid  drawings  under
Letters  of Credit,  and THIRD,  to the cash  collateralization  of  outstanding
undrawn  Letters of Credit by  depositing  into the Cash  Collateral  Account an
amount  equal to 105% of the amount by which the  aggregate


<PAGE>
                                                                              26


undrawn  Letters of Credit then  outstanding  exceeds the amount of cash held in
the Cash Collateral Account.

               (b) Within one  Business Day after the receipt by the Borrower or
any of the  Guarantors  of any Net Cash Proceeds from any Asset Sale or Recovery
Event,  an amount  equal to 100% of such Net Cash  Proceeds  shall be applied on
such date FIRST, to the prepayment of the Revolving Credit Loans, SECOND, to the
payment  of any unpaid  drawings  under  Letters  of Credit  and  THIRD,  if the
Underwriters shall request, to the cash collateralization of outstanding undrawn
Letters of Credit by depositing into the Cash Collateral Account an amount equal
to 105% of the amount by which the  aggregate  undrawn  Letters  of Credit  then
outstanding  exceeds the amount of cash held in the Cash Collateral  Account and
FOURTH,  as  adequate   protection   payments  in  respect  of  the  Prepetition
Obligations.  Unless  otherwise  agreed by the Required  Lenders,  the Revolving
Credit Commitment of each Lender shall be permanently and ratably reduced by the
aggregate amount applied pursuant to clauses FIRST and SECOND above.

               (c) If, on any date,  Holdings  and its  Subsidiaries  shall have
Excess Cash for more than three  consecutive  Business Days, the Borrower shall,
on the next  Business  Day,  apply such excess  FIRST to the  prepayment  of the
Revolving Credit Loans until the aggregate  outstanding principal amount thereof
has been reduced to $10,000,000  and SECOND,  to the payment of unpaid  drawings
under Letters of Credit;  PROVIDED,  that such prepayments  shall not reduce the
Revolving Credit Commitments;  PROVIDED,  FURTHER, that if such prepayment would
result in breakage costs under Section  4.13(c),  the Borrower may at its option
deposit  the  amount of  prepayment  that  would  result in such costs in a cash
collateral  account with the General  Administrative  Agent to be applied to the
Loans in question at the end of the applicable Interest Period.

               (d) Borrower shall use its  reasonable  best efforts to cause its
Subsidiary SK Europe Inc. to consummate the pending sale of the remaining equity
interest in  Safety-Kleen  (Europe)  Limited,  and upon  receipt of the net cash
proceeds of sale ("EUROPEAN  PROCEEDS"),  regardless of when  consummated,  such
proceeds  shall  be  added  to the  amounts  already  received  from the sale of
Safety-Kleen (Rosemount), Inc. ("ROSEMOUNT PROCEEDS") which are currently in the
cash collateral account established  therefor prior to the Petition Date for the
benefit of the Prepetition  Agent and the Prepetition  Lenders (the "PREPETITION
CASH  COLLATERAL  ACCOUNT"),  which combined  amounts (the "COMBINED  PROCEEDS")
shall promptly be released as follows:

                    (i)  European  Proceeds  in an  amount  equal  to 50% of the
               Combined   Proceeds  shall  be  distributed  to  the  Prepetition
               Lenders,  PRO RATA, as adequate protection payments on account of
               the Prepetition Obligations;

                    (ii) an amount  equal to the lesser of (x)  $10,000,000  and
               (y) the remaining 50% of the Combined Proceeds shall be disbursed
               to the Borrower  for use in  purchasing  or securing  performance
               under automobile,  liability,  workers'  compensation and similar
               insurance coverage previously  provided by Laidlaw,  Inc. and its
               affiliates (the "REPLACEMENT INSURANCE") upon satisfaction of the
               Prepetition Agent as to the need for such funds;  PROVIDED,  that
               if the amount available for


<PAGE>
                                                                              27


               disbursement  under  this  clause  (ii)  shall  exceed the amount
               needed  for   Replacement   Insurance,   such  excess   shall  be
               distributed  under  clause (iv) below;  PROVIDED,  FURTHER;  that
               amounts  distributed  under this clause (ii) shall be drawn first
               from the Rosemount Proceeds and last from the European Proceeds;

                    (iii) until the  disbursements  contemplated  by clauses (i)
               and (ii)  above have been made,  the  Prepetition  Agent may from
               time to time debit the  Prepetition  Cash  Collateral  Account in
               which  Combined  Proceeds  may be  deposited,  to the  extent  of
               available funds, to pay or reimburse its out-of-pocket  expenses,
               including,  without  limitation,  fees and  expenses  of counsel,
               forensic  advisors and  financial  advisors,  to the  Prepetition
               Agent and the Steering Committee;

                    (iv)  the  balance  of  any  Combined  Proceeds  (after  the
               disbursements  provided  for in  clauses  (i) and  (ii)  above or
               reserves  therefor,  and after any  disbursements  which may have
               taken place pursuant to clause (iii) above) shall be disbursed to
               the Borrower.

               (e) Borrower shall cause  Safety-Kleen  Systems,  Inc. to use its
reasonable  best efforts to sell the Elgin Loan Collateral for fair market value
and,  upon  receipt  of the net  cash  proceeds  of the sale of the  Elgin  Loan
Collateral,  (i) an amount of such net cash proceeds equal to the sum of (A) the
amount of Elgin Loan  Obligations  repaid after the  Petition  Date plus (B) any
interest accrued or paid on Loans hereunder, if any, that were used to repay the
Elgin Loan Obligations  shall be applied,  FIRST, to the prepayment of the Loans
and,  SECOND,  to the payment of any unpaid  drawings  under  Letters of Credit;
PROVIDED,  that if the Elgin Loan Obligations have been repaid prior to the sale
of the Elgin Loan  Collateral,  and if no Loans or unpaid drawings under Letters
of Credit are  outstanding  at the time of receipt  of such sale  proceeds,  the
amount  determined  pursuant to this clause (i) may be retained by  Safety-Kleen
Systems,  Inc., subject to the other provisions of the Loan Documents applicable
to the retention of cash,  and (ii) all other net cash proceeds from the sale of
the Elgin Loan Collateral  shall be paid to the Prepetition  Lenders as adequate
protection payments in respect of the Prepetition Obligations;

               (f) Upon the Termination  Date, the Revolving Credit  Commitments
and the L/C  Commitments  shall be terminated in full and the Borrower shall pay
the Revolving  Credit Loans in full  (including all accrued and unpaid  interest
thereon),  Reimbursement  Obligations,  fees and other  obligations  in  respect
thereof and, if there are any issued but undrawn Letters of Credit, the Borrower
shall replace such Letters of Credit,  provide a "back-to-back" letter of credit
or  deposit  into the Cash  Collateral  Account  an amount  equal to 105% of the
amount by which the  aggregate  Letters of Credit then  outstanding  exceeds the
amount of cash held in the Cash Collateral Account.

               (g) The General  Administrative  Agent and,  during the  Borrower
Notification  Period,  the Collateral Agent shall be, and hereby is, irrevocably
authorized,  to debit the Concentration  Account in the amount of any prepayment
that becomes due.


<PAGE>
                                                                              28


               (h) At any time,  the  Underwriters  jointly  may  deliver to the
Borrower a written notice specifying a Borrower Notification Date.

               (i) Borrower shall,  and shall cause each other Loan Party to (A)
maintain,  at its expense,  its existing bank accounts as Blocked Accounts,  (B)
deposit,  and cause its account  debtors to remit,  all payments on Accounts and
all other  Proceeds of  Collateral  into such Blocked  Accounts in the identical
form in which such payments are received, whether by cash, check or other manner
and (C)  during  the  Borrower  Notification  Period,  transfer,  or cause to be
transferred,  at its own expense,  on a daily basis,  by wire  transfer or other
immediately effective means, all available funds in the Concentration Account to
the Payment Account.  During the Borrower  Notification  Period,  the Collateral
Agent may apply on a daily basis all amounts in the Payment Account or otherwise
received from the Borrower to the  Obligations  in such order as the  Collateral
Agent may  determine,  and may  charge all  principal,  interest,  fees,  costs,
expenses  and other  charges  provided  for in this  Agreement or the other Loan
Documents directly to the Payment Account or Disbursement  Account in such order
and manner as it may determine.

               4.4 CONVERSION  AND  CONTINUATION  OPTIONS.  (a) The Borrower may
elect from time to time to convert LIBOR Loans to Base Rate Loans, by giving the
General  Administrative Agent and, during the Borrower  Notification Period, the
Collateral  Agent at least two Business Days' prior  irrevocable  notice of such
election;  PROVIDED that any such  conversion of LIBOR Loans may only be made on
the last day of an Interest Period with respect thereto.  The Borrower may elect
from time to time to  convert  Base  Rate  Loans to LIBOR  Loans by  giving  the
General  Administrative Agent and, during the Borrower  Notification Period, the
Collateral Agent at least three Business Days' prior irrevocable  notice of such
election.  Any such notice of conversion to LIBOR Loans shall specify the length
of the initial Interest Period or Interest Periods therefor. Upon receipt of any
such notice the General Administrative Agent shall promptly notify each affected
Lender  thereof unless the  provisions of  subsections  2.5,  4.3(h) and (i) and
4.9(e) and (f) are in effect, in which case such provisions shall govern. All or
any part of  outstanding  LIBOR  Loans and Base Rate Loans may be  converted  as
provided  herein,  PROVIDED  that (i) no Base Rate Loan may be converted  into a
LIBOR Loan when any Event of Default  has  occurred  and is  continuing  and the
General  Administrative Agent and, during the Borrower  Notification Period, the
Collateral Agent has determined in its sole discretion that such a conversion is
not  appropriate  and (ii) no Loan may be converted  into a LIBOR Loan after the
date that is one month prior to the Termination Date.

               (b) Any LIBOR Loans may be continued as such upon the  expiration
of the then current  Interest Period with respect thereto by the Borrower giving
notice to the General Administrative Agent and, during the Borrower Notification
Period,  the Collateral  Agent, in accordance with the applicable  provisions of
the term  "Interest  Period" set forth in Section 1.1, of the length of the next
Interest Period to be applicable to such Loans,  PROVIDED that no LIBOR Loan may
be  continued  as such  (i)  when  any  Event of  Default  has  occurred  and is
continuing  and the  General  Administrative  Agent  and,  during  the  Borrower
Notification  Period, the Collateral Agent has determined in its sole discretion
that such a continuation  is not  appropriate or (ii) after the date that is one
month prior to the Termination Date and PROVIDED,  FURTHER, that if the Borrower
shall fail to give such notice or if such  continuation  is not  permitted  such
Loans  shall be


<PAGE>
                                                                              29


automatically converted to Base Rate Loans on the last day of such then expiring
Interest  Period.  Upon  receipt of any such notice the  General  Administrative
Agent shall  promptly  notify  each  Lender  thereof  unless the  provisions  of
subsections 2.5, 4.3(h) and (i) and 4.9(e) and (f) are in effect,  in which case
such provisions shall govern.

               4.5 MINIMUM AMOUNTS OF TRANCHES.  Notwithstanding anything to the
contrary in this Agreement,  all borrowings,  conversions and  continuations  of
LIBOR Loans hereunder and all selections of Interest Periods  hereunder shall be
in such amounts and be made  pursuant to such  elections  so that,  after giving
effect thereto,  the aggregate  principal  amount of the LIBOR Loans  comprising
each Tranche shall be equal to  $5,000,000 or a whole  multiple of $1,000,000 in
excess thereof.

               4.6 INTEREST RATES AND PAYMENT  DATES.  (a) Each LIBOR Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate  per  annum  equal  to the  LIBOR  Rate  determined  for  such day plus the
Applicable Margin.

               (b) Each Base Rate Loan shall bear  interest  at a rate per annum
equal to the Base Rate plus the Applicable Margin.

               (c) If all or a portion of (i) any  principal  of any Loan,  (ii)
any interest payable thereon,  (iii) any commitment fee, (iv) any  Reimbursement
Obligation or (v) any Letter of Credit fee or commission or other amount payable
hereunder  shall  not be paid  when due  (whether  at the  stated  maturity,  by
acceleration  or  otherwise),  the  principal  of the Loans,  the  Reimbursement
Obligations  and any such  overdue  interest,  fee or other  amount  shall  bear
interest  at a rate  per  annum  which  is the  rate  that  would  otherwise  be
applicable thereto pursuant to the foregoing  provisions of this subsection PLUS
3%.

               (d) Interest shall be payable in arrears on each Interest Payment
Date,  PROVIDED that interest accruing pursuant to paragraph (c) of this Section
4.6 shall be payable from time to time on demand.

               4.7  COMPUTATION  OF  INTEREST  AND  FEES.  (a)  Whenever  it  is
calculated  on the basis of the Base Rate,  interest  shall be calculated on the
basis of a 365- (or  366-,  as the  case  may be) day year for the  actual  days
elapsed;  and whenever it is calculated on the basis of the LIBOR Rate, interest
shall be  calculated on the basis of a 360-day year for the actual days elapsed.
The  General  Administrative  Agent  shall  as soon as  practicable  notify  the
Borrower and the Lenders of each  determination  of a LIBOR Rate.  Any change in
the  interest  rate on a Loan  resulting  from a change  in the Base Rate or the
Eurocurrency  Reserve  Requirements  shall become effective as of the opening of
business  on the  day on  which  such  change  becomes  effective.  The  General
Administrative  Agent shall as soon as  practicable  notify the Borrower and the
Lenders of the  effective  date and the  amount of each such  change in the Base
Rate.

               (b)  Each  determination  of an  interest  rate  by  the  General
Administrative  Agent or  Collateral  Agent  pursuant to any  provision  of this
Agreement shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error.


<PAGE>
                                                                              30


               (c) For  purposes of  calculating  interest  on the Loans,  funds
received  in the  Payment  Account  shall be  applied  (conditional  upon  final
collection)  when the Collateral  Agent is advised by the bank where the Payment
Account is  maintained  of its  receipt of  "collected  funds" if such advice is
received  before  1:00  p.m.,  New York City time,  on the date of  receipt  and
otherwise on the next  Business Day. For purposes of  calculating  the aggregate
Available  Revolving Credit  Commitments,  funds received in the Payment Account
will be applied (conditional upon final collection) to the Loans on the Business
Day of  receipt  when the  Collateral  Agent is  advised  by the bank  where the
Payment Account is maintained of its receipt of "collected funds" if such advice
is received  before 1:00 p.m., New York City time, on such date and otherwise on
the next Business Day.

               4.8 INABILITY TO DETERMINE  INTEREST  RATE. If prior to the first
day of any Interest Period:

               (a) the General Administrative Agent shall have determined (which
          determination shall be conclusive and binding upon the Borrower) that,
          by reason of circumstances affecting the relevant market, adequate and
          reasonable means do not exist for ascertaining the LIBOR Rate for such
          Interest Period, or

               (b) the General  Administrative  Agent shall have received notice
          from the  Required  Lenders  that the LIBOR Rate  determined  or to be
          determined  for such Interest  Period will not  adequately  and fairly
          reflect the cost to such  Lenders (as  conclusively  certified by such
          Lenders) of making or  maintaining  their  affected  Loans during such
          Interest Period,

the General  Administrative  Agent  shall give  telecopy  or  telephonic  notice
thereof  to the  Borrower  and the  relevant  Lenders  as  soon  as  practicable
thereafter.  If such notice is given (x) any LIBOR Loans requested to be made on
the first day of such Interest Period shall be made as Base Rate Loans,  (y) any
Loans that were to have been converted on the first day of such Interest  Period
to LIBOR Loans  shall be  continued  as Base Rate Loans and (z) any  outstanding
LIBOR Loans shall be  converted,  on the first day of such Interest  Period,  to
Base  Rate  Loans.   Until  such  notice  has  been  withdrawn  by  the  General
Administrative Agent, no further LIBOR Loans shall be made or continued as such,
nor shall the Borrower have the right to convert Loans to LIBOR Loans.

               4.9 PRO RATA  TREATMENT AND  PAYMENTS.  (a) Except as provided in
subsection 2.5, each borrowing by the Borrower from the Lenders  hereunder shall
be made PRO RATA according to their  respective  Revolving  Credit  Percentages.
Each payment by the Borrower on account of any commitment fee,  facility fee and
letter  of  credit   commission  and  any  reduction  of  the  Revolving  Credit
Commitments  shall be made  PRO RATA  according  to their  respective  Revolving
Credit Percentages.

               (b)  Except  as  provided  in  subsection  4.3(i),  each  payment
(including  each  prepayment)  on account of  principal  of and  interest on the
Revolving  Credit  Loans  shall  be made PRO RATA  according  to the  respective
outstanding  principal  amounts of the  Revolving  Credit Loans then held by the
Lenders.


<PAGE>
                                                                              31


               (c)  All  payments  (including  prepayments)  to be  made  by the
Borrower hereunder, whether on account of principal, interest, fees or otherwise
shall be made without  setoff or  counterclaim  and shall be made prior to 12:00
Noon, New York City time, on the due date thereof to the General  Administrative
Agent,  for the account of the Lenders,  at the General  Administrative  Agent's
office  specified in Section 11.2 (unless the provisions of  subsections  4.3(h)
and (i) are in effect,  in which case such  provisions  shall govern) in Dollars
and in  immediately  available  funds.  The General  Administrative  Agent shall
distribute  such payments to the Lenders  promptly upon receipt in like funds as
received  (unless the provisions of subsections  2.5,  4.3(h) and (i) and 4.9(e)
and (f) are in  effect,  in which case such  provisions  shall  govern).  If any
payment by the  Borrower  hereunder  (other than  payments  on the LIBOR  Loans)
becomes due and payable on a day other than a Business  Day,  such payment shall
be extended to the next succeeding  Business Day. If any payment on a LIBOR Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding  Business Day unless the result of such
extension would be to extend such payment into another  calendar month, in which
event such payment shall be made on the immediately  preceding  Business Day. In
the case of any extension of any payment of principal  pursuant to the preceding
two sentences,  interest  thereon shall be payable at the then  applicable  rate
during such extension.

               (d)  Unless  the  General  Administrative  Agent  shall have been
notified  in writing by any Lender  prior to a  Borrowing  Date that such Lender
will not make  available  to the  General  Administrative  Agent the amount that
would  constitute  its share of the Loans to be disbursed to the Borrower on the
such  Borrowing  Date,  the  General  Administrative  Agent may assume that such
Lender is making such amount available to the General  Administrative Agent, and
the General  Administrative  Agent may, in reliance upon such  assumption,  make
available to the  Borrower a  corresponding  amount.  If such amount is not made
available  to the  General  Administrative  Agent  by the  required  time on the
Borrowing  Date  therefor,  such Lender shall pay to the General  Administrative
Agent, on demand, such amount with interest thereon at a rate equal to the daily
average Federal Funds Effective Rate for the period until such Lender makes such
amount immediately available to the General  Administrative Agent. A certificate
of the General Administrative Agent, submitted to any Lender with respect to any
amounts  owing under this Section  4.9(d) shall be  conclusive in the absence of
manifest  error.  If such Lender's share of such amount is not made available to
the General  Administrative  Agent by such Lender within three  Business Days of
such Borrowing Date, the General  Administrative Agent shall also be entitled to
recover  such amount from the  Borrower on demand with  interest  thereon at the
rate per annum applicable to Base Rate Loans. At any time that the provisions in
subsections  2.5(e)  and  4.9(e)  and  (f)  are in  effect,  references  in this
paragraph to the General  Administrative Agent shall be deemed references to the
Collateral Agent.

               (e) With respect to each Interest  Settlement Period, on the last
Business Day of such Interest  Settlement  Period,  the  Collateral  Agent shall
notify each Lender of the average  daily unpaid  principal  amount of Loans that
are the  subject  of such  Interest  Settlement  Period.  In the event that such
amount is greater than the average daily unpaid  principal  amount of such Loans
outstanding during the immediately preceding Interest Settlement Period for such
Loans (or if such Interest  Settlement Period is the initial Interest Settlement
Period for such Loans,  greater than the  principal  amount of such Loans on the
Business  Day  prior to the  Borrower  Notification  Date),  each  Lender  shall
promptly pay to the  Collateral  Agent its Revolving  Credit  Percentage of such
difference,  together  with  interest  on the amount of such  difference  at the
Federal Funds Effective Rate for such Interest  Settlement  Period. In the event
that such amount is less than the average daily unpaid  principal amount of such
Loans during the immediately  preceding  Interest  Settlement Period (or if such
Interest  Settlement  Period is the initial Interest  Settlement Period for such
Loans,  less than the principal amount of Loans on the Business Day prior to the
Borrower  Notification


<PAGE>
                                                                              32


Date),  the  Collateral  Agent shall  promptly pay to each Lender its  Revolving
Credit  Percentage of such  difference,  together with interest on the amount of
such difference at the Federal Funds Effective Rate for such Interest Settlement
Period.  The  obligations of each Lender under this  subsection  4.9(e) shall be
absolute and unconditional without defense, setoff or counterclaim.  Each Lender
shall only be entitled to receive interest on its Revolving Credit Percentage of
the Loans that have been funded by such Lender.

               (f) With respect to each Principal Settlement Period, on the last
day of such Principal  Settlement Period, the Collateral Agent shall notify each
Lender of the principal amount of Loans outstanding at the end of such Principal
Settlement  Period.  In the event that such amount is greater than the principal
amount of Loans  outstanding at the end of the immediately  preceding  Principal
Settlement  Period  (or if  such  Principal  Settlement  Period  is the  initial
Principal  Settlement Period,  greater than the principal amount of Loans on the
Business  Day  prior to the  Borrower  Notification  Date),  each  Lender  shall
promptly pay to the  Collateral  Agent its Revolving  Credit  Percentage of such
difference.  In the event that such amount is less than the principal  amount of
Loans outstanding at the end of the immediately  preceding Principal  Settlement
Period  (or  if  such  Principal  Settlement  Period  is the  initial  Principal
Settlement  Period,  less than the principal amount of Loans on the Business Day
prior to the Borrower  Notification  Date),  the Collateral Agent shall promptly
pay to each  Lender its  Revolving  Credit  Percentage  of such  difference.  In
addition,  if the General  Administrative Agent shall request at any time when a
Default or Event of Default has occurred and is  continuing,  or any other event
shall have occurred as a result of which the General  Administrative Agent shall
have  determined  that it is desirable  for the Lenders to present  their claims
against the Borrower for  repayment,  each Lender  shall  promptly  remit to the
Collateral  Agent or, as the case may be, the  Collateral  Agent shall  promptly
remit to each Lender  sufficient funds to adjust the interests of each Lender in
the then  outstanding  Loans such that each Lender's  interest in the Loans then
outstanding is equal to its Revolving Credit Percentage thereof. The obligations
of each Lender under this  subsection  4.9 shall be absolute  and  unconditional
without defense, setoff or counterclaim.

               4.10 ILLEGALITY.  Notwithstanding  any other provision herein, if
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof shall make it unlawful for any Lender to make or maintain
LIBOR Loans as contemplated by this Agreement, (i) the commitment of such Lender
hereunder  to make LIBOR  Loans,  continue  LIBOR Loans as such and convert Base
Rate Loans to LIBOR Loans shall  forthwith  be canceled  and (ii) such  Lender's
Loans then outstanding as LIBOR Loans, if any, shall be converted  automatically
to Base Rate  Loans on the  respective  last days of the then  current  Interest
Periods with respect to such Loans or within such earlier  period as required by
law.  If any such  conversion  of a LIBOR Loan  occurs on a day which is not the
last day of the then current Interest Period with respect


<PAGE>
                                                                              33


thereto,  the Borrower shall pay to such Lender such amounts,  if any, as may be
required pursuant to Section 4.13.

               4.11 REQUIREMENTS OF LAW. (a) If the adoption of or any change in
any  Requirement  of Law or in the  interpretation  or  application  THEREOF  or
compliance  by any Lender with any request or  directive  (whether or not having
the force of law, but with which  similarly-situated  entities generally comply)
from any central bank or other  Governmental  Authority  made  subsequent to the
date hereof:

               (i) shall  subject  any Lender to any tax of any kind  whatsoever
          with respect to this Agreement, any Letter of Credit or any LIBOR Loan
          made by it, or change the basis of taxation of payments to such Lender
          in respect thereof (except for  Non-Excluded  Taxes covered by Section
          4.12 and  changes in the rate of tax on the overall net income of such
          Lender);

               (ii) shall impose, modify or hold applicable any reserve, special
          deposit,  compulsory loan or similar  requirement  against assets held
          by, deposits or other  liabilities in or for the account of, advances,
          loans or other  extensions of credit by, or any other  acquisition  of
          funds by, any office of such Lender which is not otherwise included in
          the determination of the LIBOR Rate; or

               (iii) shall impose on such Lender any other  condition,  the cost
          of which is not otherwise  included in the  determination of the LIBOR
          Rate;

and the result of any of the  foregoing  is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining  LIBOR Loans or issuing or participating in Letters of
Credit, or to reduce any amount receivable  hereunder in respect thereof,  then,
in any such case, the Borrower  shall  promptly pay such Lender such  additional
amount or amounts as will  compensate such Lender on an after-tax basis for such
increased cost or reduced amount receivable.

               (b) If any Lender shall have  determined  that the adoption of or
any  change in any  Requirement  of Law  regarding  capital  adequacy  or in the
interpretation  or  application  thereof  or  compliance  by such  Lender or any
corporation  controlling  such Lender with any  request or  directive  regarding
capital  adequacy  (whether  or not  having  the  force of law,  but with  which
similarly-situated  entities  generally comply) from any Governmental  Authority
made  subsequent  to the date such Lender  becomes a party hereto shall have the
effect of reducing  the rate of return on such  Lender's  or such  corporation's
capital as a  consequence  of its  obligations  hereunder  to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change  or  compliance   (taking  into   consideration  such  Lender's  or  such
corporation's  policies with respect to capital adequacy) by an amount deemed by
such Lender to be material,  then from time to time, the Borrower shall promptly
pay to such Lender such  additional  amount or amounts as will  compensate  such
Lender on an after-tax basis for such reduction.


<PAGE>
                                                                              34


               (c) If any  Lender  becomes  entitled  to  claim  any  additional
amounts pursuant to this Section,  it shall promptly notify the Borrower (with a
copy to the General  Administrative Agent of the event by reason of which it has
become so entitled.  A certificate as to any additional amounts payable pursuant
to this Section  submitted  by such Lender to the  Borrower  (with a copy to the
General  Administrative  Agent) shall be  conclusive  in the absence of manifest
error.  The  agreements in this Section shall  survive the  termination  of this
Agreement, the payment of the Loans, and all other amounts payable hereunder.

               4.12 TAXES.  (a) All  payments  made by the  Borrower  under this
Agreement  and any Notes shall be made free and clear of, and without  deduction
or  withholding  for or on account  of, any present or future  income,  stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or  hereafter  imposed,  levied,  collected,  withheld  or  assessed  by any
Governmental Authority,  excluding net income taxes and franchise taxes (imposed
in lieu of net  income  taxes)  imposed  on the  General  Administrative  Agent,
Collateral  Agent or any  Lender as a result of a present  or former  connection
between the General  Administrative  Agent,  Collateral Agent or such Lender and
the  jurisdiction  of  the  Governmental  Authority  imposing  such  tax  or any
political  subdivision  or taxing  authority  thereof or therein (other than any
such connection arising solely from the General Administrative Agent, Collateral
Agent or such Lender having executed,  delivered or performed its obligations or
received  a payment  under,  or  enforced,  this  Agreement  or any  other  Loan
Document).  If any such non-excluded taxes, levies,  imposts,  duties,  charges,
fees  deductions  or  withholdings  ("NON-EXCLUDED  TAXES")  are  required to be
withheld  from  any  amounts  payable  to  the  General   Administrative  Agent,
Collateral  Agent,  or any Lender  hereunder  or under any Note,  the amounts so
payable to the General  Administrative  Agent,  Collateral  Agent or such Lender
shall  be   increased   to  the  extent   necessary  to  yield  to  the  General
Administrative  Agent,  Collateral  Agent or such Lender  (after  payment of all
Non-Excluded  Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement, PROVIDED, HOWEVER, that the
Borrower  shall not be  required  to increase  any such  amounts  payable to any
Lender if such Lender fails to comply with the  requirements of paragraph (b) of
this Section.  Whenever any Non-Excluded  Taxes are payable by the Borrower,  as
promptly  as  possible  thereafter  such  Borrower  shall  send  to the  General
Administrative  Agent or Collateral Agent for its own account or for the account
of such  Lender,  as the case may be, a certified  copy of an original  official
receipt or other documentary  evidence received by such Borrower showing payment
thereof.  If the Borrower  fails to pay any  Non-Excluded  Taxes when due to the
appropriate taxing authority or fails to remit to the applicable  Administrative
Agent the required receipts or other required documentary evidence, the Borrower
shall  indemnify  the General  Administrative  Agent,  Collateral  Agent and the
Lenders for any incremental  Non-Excluded Taxes or interest or penalties thereon
that may become payable by the General Administrative Agent, Collateral Agent or
any Lender as a result of any such failure.  The  agreements in this  subsection
shall survive the termination of this Agreement,  the payment of the Loans,  and
all other amounts payable hereunder.

               (b) Each  Lender that is not  incorporated  under the laws of the
United States of America or a state thereof shall:

               (i)  in  the case of a Lender  other than a Lender  described  in
     subsection 4.12(b)(ii);


<PAGE>
                                                                              35


               (A) deliver to the Borrower and the General  Administrative Agent
          (A) two duly  completed  copies  of  United  States  Internal  Revenue
          Service Form 1001 or 4224, or successor  applicable  form, as the case
          may be,  and (B) an  Internal  Revenue  Service  Form  W-8 or W-9,  or
          successor applicable form, as the case may be;

               (B) deliver to the Borrower and the General  Administrative Agent
          two further copies of any such form or  certification on or before the
          date that any such form or  certification  expires or becomes obsolete
          and after the  occurrence of any event  requiring a change in the most
          recent form previously delivered by it to the Borrower; and

               (C) obtain such  extensions  of time for filing and complete such
          forms or certifications as may reasonably be requested by the Borrower
          or the General Administrative Agent; and

               (D) file amendments to such forms as and when required; and

          (ii)  in the  case of a  Lender  that is not a  "bank"  under  Section
     881(c)(3)(A)  of the Code and that is  legally  unable to  comply  with the
     requirements of subsection 4.12(b)(i);

               (A) at least five  Business  Days  before the date of the initial
          payment  to be made  by the  Borrower  under  this  Agreement  to such
          Lender,  deliver to the Borrower and the General  Administrative Agent
          (I) a  statement  that such Lender (x) is not a "bank"  under  Section
          881(c)(3)(A)  of the Code, is not subject to regulatory or other legal
          requirements as a bank in any  jurisdiction,  and has not been treated
          as a bank for purposes of any tax,  securities  law or other filing or
          submission made to any Governmental Authority, any application made to
          a  rating  agency  or  qualification   for  any  exemption  from  tax,
          securities  law or other legal  requirements,  (y) is not a 10-percent
          shareholder within the meaning of Section 881(c)(3)(B) of the Code and
          (z) is not a controlled foreign corporation  receiving interest from a
          related person within the meaning of Section  881(c)(3)(C) of the Code
          and (II) a  properly  completed  and duly  executed  Internal  Revenue
          Service Form W-8 or applicable successor form; and

               (B) deliver to the Borrower and the General  Administrative Agent
          two further  properly  completed and duly executed copies of said Form
          W-8, or any successor  applicable  form at least five Business Days on
          or before the date that any such Form W-8 expires or becomes  obsolete
          or after the  occurrence  of any event  requiring a change in the most
          recent form  previously  delivered  by it to the  Borrower or upon the
          request of the Borrower or the General Administrative Agent; and


<PAGE>
                                                                              36


               (C) obtain such extensions of time for filing and completing such
          forms or certifications as may be reasonably requested by the Borrower
          and the General Administrative Agent; and

               (D) file amendments to such forms as and when required;

unless in any such case an event (including,  without limitation,  any change in
treaty,  law or  regulation)  has  occurred  prior to the date on which any such
delivery would  otherwise be required which renders all such forms  inapplicable
or which would prevent such Lender from duly  completing and delivering any such
form with  respect to it and such Lender so advises the Borrower and the General
Administrative  Agent.  Such Lender shall certify (i) in the case of a Form 1001
or 4224,  that it is entitled to receive  payments under this Agreement  without
deduction or  withholding  of any United States federal income taxes and (ii) in
the case of a Form W-8 or W-9,  that it is entitled to an exemption  from United
States  backup  withholding  tax.  Each Person  that shall  become a Lender or a
Participant  pursuant  to Section  11.6  shall,  upon the  effectiveness  of the
related  transfer,  be  required  to  provide  all of the forms  and  statements
required pursuant to this subsection, provided that in the case of a Participant
such  Participant  shall furnish all such required  forms and  statements to the
Lender from which the related participation shall have been purchased.

               4.13 INDEMNITY.  The Borrower agrees to indemnify each Lender and
to hold each  Lender  harmless  from any loss or expense  which such  Lender may
sustain or incur as a  consequence  of (a)  default by the  Borrower in making a
borrowing of,  conversion into or continuation of LIBOR Loans after the Borrower
has given a notice requesting the same in accordance with the provisions of this
Agreement,  (b)  default by the  Borrower  in making any  prepayment  after such
Borrower has given a notice  thereof in accordance  with the  provisions of this
Agreement or (c) the making of a prepayment of LIBOR Loans on a day which is not
the last day of an Interest Period with respect  thereto.  Such  indemnification
may include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the amount so prepaid, or not so borrowed, converted
or continued, for the period from the date of such prepayment or of such failure
to borrow,  convert or continue to the last day of such Interest  Period (or, in
the case of a failure to borrow,  convert or continue,  the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest for such Loans  provided for herein  (excluding,  however,  the
Applicable Margin included therein, if any) OVER (ii) the amount of interest (as
reasonably determined by such Lender) which would have accrued to such Lender on
such  amount by placing  such  amount on deposit  for a  comparable  period with
leading banks in the interbank  eurodollar  market.  This covenant shall survive
the  termination  of this  Agreement  and the payment of the Loans and all other
amounts payable hereunder.

               4.14 CHANGE OF LENDING OFFICE;  REPLACEMENT  LENDER.  Each Lender
agrees that if it makes any demand for payment under Section 4.11 or 4.12(a), or
if any adoption or change of the type described in Section 4.10 shall occur with
respect to it, (i) it will use reasonable efforts  (consistent with its internal
policy and legal and regulatory  restrictions  and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate
a different


<PAGE>
                                                                              37


lending  office if the making of such a designation  would reduce or obviate the
need for the Borrower to make payments  under Section 4.11 or 4.12(a),  or would
eliminate  or reduce the effect of any  adoption or change  described in Section
4.10;  PROVIDED,  that  such  designation  is made on  terms  that,  in the sole
judgment of such Lender,  cause such Lender and its lending  office(s) to suffer
no  economic,  legal or  regulatory  disadvantage,  and (ii) such  Lender may be
replaced  involuntarily  through an amendment  approved by the Required Lenders,
the General  Administrative  Agent and the  Borrower and upon payment in full of
all amounts  owed to such  Lender,  PROVIDED,  that nothing in this Section 4.14
shall affect or postpone any of the obligations of the Borrower or the rights of
any Lender pursuant to Section 4.11 or 4.12(a).

                    SECTION 5. REPRESENTATIONS AND WARRANTIES

               To induce the  General  Administrative  Agent and the  Lenders to
enter into this  Agreement and to make the Extensions of Credit  hereunder,  the
Borrower hereby represents and warrants to the General  Administrative Agent and
each Lender that:

               5.1 ACCURACY OF INFORMATION, ETC. Except for financial statements
concerning  dates or periods ended before  March,  2000, no statement or written
information  contained in this  Agreement,  any other Loan Document or any other
document,   certificate   or  written   statement   furnished   to  the  General
Administrative  Agent or the Lenders or any of them, by or on behalf of any Loan
Party for use in connection with the transactions contemplated by this Agreement
or  the  other  Loan  Documents,  contained  as  of  the  date  such  statement,
information, document or certificate was so furnished, any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements  contained  herein or therein not  misleading.  Except for  financial
statements concerning dates or periods ended before March, 2000, the projections
and PRO FORMA financial  information contained in the materials referenced above
are based upon good faith  estimates and  assumptions  believed by management of
such Loan Party to be reasonable  at the time made,  it being  recognized by the
Lenders that such financial information as it relates to future events is not to
be viewed as fact and that actual results  during the period or periods  covered
by such financial  information  may differ from the projected  results set forth
therein  by a  material  amount.  There is no fact  known to any Loan Party that
could reasonably be expected to have a Material Adverse Effect that has not been
expressly  disclosed  herein,  in the  other  Loan  Documents  or in  any  other
documents,  certificates and statements furnished to the General  Administrative
Agent and the Lenders for use in connection with the  transactions  contemplated
hereby and by the other Loan Documents.

               5.2 NO  CHANGE.  Since  the  Petition  Date  there  has  been  no
development  or event  which has had or could  reasonably  be expected to have a
Material Adverse Effect

               5.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each Loan Party (a)
except as  otherwise  set forth in the legal  opinion of general  counsel to the
Borrower,  is duly  organized,  validly  existing and in good standing under the
laws  of the  jurisdiction  of  its  organization,  (b)  subject  to  applicable
provisions of the Bankruptcy Code requiring  Bankruptcy Court approval,  has the
corporate  power and  authority,  and the legal  right,  to own and  operate its
property,  to


<PAGE>
                                                                              38


lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation and in good
standing  under  the laws of each  jurisdiction  where its  ownership,  lease or
operation of property or the conduct of its business requires such qualification
except where the failure to be so qualified  would not reasonably be expected to
have a Material Adverse Effect and (d) is in compliance with all Requirements of
Law except to the extent that the failure to comply  therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

               5.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Upon
entry of the Interim Order,  each Loan Party shall have the corporate  power and
authority,  and the legal right, to make, deliver and perform the Loan Documents
to which it is a party and,  in the case of the  Borrower,  to borrow and obtain
letters of credit  hereunder  and has taken all  necessary  corporate  action to
authorize the  borrowings on the terms and  conditions  of this  Agreement,  the
Orders and any Notes and to authorize the execution, delivery and performance of
the Loan  Documents  to which it is a party.  No  consent or  authorization  of,
filing  with,  notice  to or other act by or in  respect  of,  any  Governmental
Authority  (other than entry of the  Orders) or any other  Person is required in
connection  with  the  borrowings  hereunder  or with the  execution,  delivery,
performance,  validity or enforceability  of the Loan Documents.  This Agreement
has been,  and each other  Loan  Document  to which it is a party will be,  duly
executed and  delivered  on behalf of each Loan Party which is a party  thereto.
Upon entry of the Interim Order, this Agreement will constitute,  and each other
Loan  Document  to  which  it  is a  party  when  executed  and  delivered  will
constitute,  a legal,  valid and binding obligation of the Loan Party which is a
party thereto  enforceable  against such Loan Party in accordance with its terms
and the Orders.

               5.5 NO LEGAL BAR. The execution,  delivery and performance of the
Loan Documents,  the issuance of Letters of Credit, the borrowings hereunder and
the  use of the  proceeds  thereof  will  not  violate  any  Requirement  of Law
applicable to any Loan Party and will not result in, or require, the creation or
imposition  of any  Lien  on any of  their  respective  properties  or  revenues
pursuant to any such  Requirement  of Law (other  than the Liens  created by the
Security Documents and the Orders).

               5.6 NO MATERIAL LITIGATION.  Except for the Cases or as set forth
in Schedule  5.6, no  litigation,  investigation  or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of any Loan
Party,  threatened by or against any Loan Party or against any of its properties
or  revenues  (i)  with  respect  to  any of the  Loan  Documents  or any of the
transactions  contemplated  hereby or thereby, or (ii) which could reasonably be
expected to have a Material Adverse Effect.

               5.7 NO DEFAULT.  Neither the Borrower nor any of its Subsidiaries
is in default under or with respect to any of its Contractual Obligations in any
respect which could have a Material  Adverse Effect during the Cases. No Default
or Event of Default has occurred and is continuing.

               5.8  OWNERSHIP OF PROPERTY;  LIENS.  Each of the Borrower and its
Subsidiaries  has good record and marketable  title in fee simple to, or a valid
leasehold  interest  in,  all its real


<PAGE>
                                                                              39


property,  and good title to, or a valid  leasehold  interest  in, all its other
property,  and none of such  property is subject to any Lien except as set forth
in Schedule 5.8 or otherwise permitted hereunder.

               5.9 INTELLECTUAL  PROPERTY.  Each Loan Party owns, or is licensed
to use,  all  trademarks,  trade  names,  copyrights,  technology,  know-how and
processes  necessary for the conduct of its business as currently conducted (the
"INTELLECTUAL PROPERTY"). Except as set forth in Schedule 5.9, no claim has been
asserted and is pending by any Person  challenging or questioning the use of any
such  Intellectual  Property  or the  validity  or  effectiveness  of  any  such
Intellectual  Property,  nor does any Loan Party know of any valid basis for any
such claim.  The use of such  Intellectual  Property by each Loan Party does not
infringe on the rights of any Person,  except for such claims and  infringements
that,  in the  aggregate,  could not  reasonably  be expected to have a Material
Adverse Effect. An adverse  determination of any or all of the matters set forth
on Schedule  5.9 could not  reasonably  be  expected to have a Material  Adverse
Effect.

               5.10  NO  BURDENSOME  RESTRICTIONS.  No  Requirement  of  Law  or
Contractual  Obligation  of  the  Borrower  or any  of  its  Subsidiaries  could
reasonably be expected to have a Material Adverse Effect.

               5.11  TAXES.  Each Loan Party has filed or caused to be filed all
tax returns which, to the knowledge of such Loan Party, are required to be filed
and has paid all taxes  shown to be due and  payable  on said  returns or on any
assessments made against it or any of its property and all other taxes,  fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than any taxes,  fees or other  charges,  the amount or validity of which
are currently being contested in good faith by appropriate  proceedings and with
respect to which  reserves  in  conformity  with GAAP have been  provided on the
books of such Loan Party  except,  with respect to the  performance  by the Loan
Parties of the foregoing  requirements  where such performance is subject to the
automatic stay); no tax Lien has been filed,  and, to the knowledge of such Loan
Party,  no claim is being  asserted,  with respect to any such tax, fee or other
charge.

               5.12  FEDERAL  REGULATIONS.  No part of the proceeds of any Loans
will be used in  violation  of  Regulation  U of the Board of  Governors  of the
Federal Reserve System as now and from time to time hereafter in effect.

               5.13  ERISA.  Neither  a  Reportable  Event  nor an  "accumulated
funding  deficiency"  (within  the meaning of Section 412 of the Code or Section
302 of ERISA) has  occurred  during the  five-year  period  prior to the date on
which this  representation  is made or deemed made with respect to any Plan, and
each Plan has complied in all material  respects with the applicable  provisions
of ERISA and the Code. No  termination  of a Single  Employer Plan has occurred,
and no Lien in favor of the PBGC or a Plan has  arisen,  during  such  five-year
period.  The present value of all accrued  benefits  under each Single  Employer
Plan  (based on those  assumptions  used to fund such  Plans) did not, as of the
last annual  valuation  date prior to the date on which this  representation  is
made or deemed  made,  exceed the value of the assets of such Plan  allocable to
such accrued benefits.  Neither the Borrower nor any Commonly  Controlled Entity
has had a complete  or  partial  withdrawal  from any  Multiemployer  Plan,  and
neither the Borrower


<PAGE>
                                                                              40


nor any Commonly  Controlled  Entity would become subject to any liability under
ERISA if the Borrower or any such  Commonly  Controlled  Entity were to withdraw
completely  from all  Multiemployer  Plans as of the valuation date most closely
preceding the date on which this  representation is made or deemed made. No such
Multiemployer  Plan  is  in  Reorganization  or  Insolvent.  The  present  value
(determined  using  actuarial  and other  assumptions  which are  reasonable  in
respect  of the  benefits  provided  and  the  employees  participating)  of the
liability  of  the  Borrower  and  each  Commonly  Controlled  Entity  for  post
retirement  benefits to be provided to their current and former  employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does
not, in the aggregate,  exceed the assets under all such Plans allocable to such
benefits by an amount in excess of $2,000,000.

               5.14 INVESTMENT COMPANY ACT; OThER REGULATIONS.  No Loan Party is
an "investment  company," or a company "controlled" by an "investment  company,"
within the meaning of the  Investment  Company Act of 1940, as amended.  No Loan
Party is subject to regulation  under any Federal or State statute or regulation
(other  than  Regulation  X of the Board of  Governors  of the  Federal  Reserve
System) which limits its ability to incur Indebtedness.

               5.15 AFFILIATES.  Schedule 5.15 sets forth a complete list of the
Canadian Subsidiaries and other Affiliates of the Borrower on the Closing Date.

               5.16 PURPOSE OF LOANS. The proceeds of the Loans shall be used to
pay  expenses  in  the  Cases,  including  professional  fees  approved  by  the
Bankruptcy Court,  finance the ongoing working capital needs of the Borrower and
its Subsidiaries in the ordinary course of business and capital  expenditures in
accordance  with the terms hereof and of the Budget,  to pay interest,  fees and
other expenses  hereunder,  to repay the Elgin Loan  Obligations and to fund the
adequate protection payments as provided in the Orders.

               5.17 ENVIRONMENTAL Matters.

     Other than exceptions to any of the following that could not,  individually
or in the aggregate,  reasonably be expected to give rise to a Material  Adverse
Effect and except as set forth on Schedule 5.17:

          (a) Each Loan Party (i) is,  and  within the period of all  applicable
     statutes  of  limitation  has  been,  in  compliance  with  all  applicable
     Environmental Laws; (ii) holds all Environmental  Permits (each of which is
     in full force and  effect)  required  for any of their  current or intended
     operations or for any property owned,  leased, or otherwise operated by any
     of them;  (iii) is, and within the  period of all  applicable  statutes  of
     limitation has been, in compliance with all of their Environmental Permits;
     and (iv) reasonably  believes that: each of its Environmental  Permits will
     be  timely  renewed  and  complied  with,  without  material  expense;  any
     additional  Environmental Permits that may be required of it will be timely
     obtained and complied with,  without material expense;  and compliance with
     any  Environmental  Law that is or is expected to become  applicable  to it
     will be timely attained and maintained, without material expense.


<PAGE>
                                                                              41


          (b)  Materials of  Environmental  Concern  have not been  transported,
     disposed of, emitted, discharged, or otherwise released or threatened to be
     released,  to or at any real  property  now or  formerly  owned,  leased or
     operated by any Loan Party or at any other location, which could reasonably
     be  expected  to (i) give rise to  liability  of such Loan Party  under any
     applicable  Environmental Law, (ii) interfere with the continued operations
     of such Loan Party,  or (iii)  impair the fair  saleable  value of any real
     property owned or leased by such Loan Party.

          (c)  There is no  judicial,  administrative,  or  arbitral  proceeding
     (including any notice of violation or alleged  violation) under or relating
     to any Environmental Law to which any Loan Party is, or to the knowledge of
     such  Loan  Party  will be,  named as a party  that is  pending  or, to the
     knowledge of such Loan Party, threatened.

          (d) No Loan Party has received any written request for information, or
     been notified that it is a potentially  responsible party under or relating
     to the Comprehensive  Environmental Response,  Compensation,  and Liability
     Act, 42 U.S.C.  ss.ss. 9601 ET SEQ., or any similar  Environmental  Law, or
     with respect to any Materials of Environmental Concern.

          (e) No Loan Party has entered  into or agreed to any  consent  decree,
     order,  or settlement or other  agreement,  nor is subject to any judgment,
     decree,  or order  or other  agreement,  in any  judicial,  administrative,
     arbitral,  or other forum,  relating to compliance  with or liability under
     any Environmental Law.

          (f) No Loan Party has assumed or retained, by contract or operation of
     law, any  liabilities of any kind,  fixed or contingent,  known or unknown,
     under  any   Environmental   Law  or  with  respect  to  any  Materials  of
     Environmental Concern.

               5.18 SECURITY DOCUMENTS.  The Guarantee and Collateral  Agreement
and the  Orders,  taken as a whole,  are  effective  to  create  in favor of the
General Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable  security interest in the Collateral  described therein and proceeds
thereof. Upon entry of the Interim Order, the Guarantee and Collateral Agreement
shall constitute a fully perfected Lien on, and security interest in, all right,
title and  interest  of the Loan  Parties in such  Collateral  and the  proceeds
thereof,  as  security  for the  Obligations  (as defined in the  Guarantee  and
Collateral  Agreement),  in each case prior and  superior  in right to any other
Person other than as permitted by the Guarantee and Collateral  Agreement or the
Orders.

               5.19  BANK  ACCOUNTS.   All  bank  ACCOUNTS  of  any  Loan  Party
constitute  Blocked Accounts.  The Blocked Accounts  identified on Schedule 1.1C
constitute  all the bank  accounts of any Loan Party that feed directly into the
Concentration Account.


<PAGE>
                                                                              42


                         SECTION 6. CONDITIONS PRECEDENT

               6.1 CONDITIONS TO INITIAL  EXTENSIONS OF CREDIT. The agreement of
each Lender to make the initial  Extension of Credit  requested to be made by it
is subject to the  satisfaction,  immediately  prior to or concurrently with the
making of such  Extension  of  Credit  on the  Closing  Date,  of the  following
conditions precedent:

               (a) LOAN DOCUMENTS.  The General  Administrative Agent shall have
          received  (i)  this  Agreement,  executed  and  delivered  by  a  duly
          authorized officer of the Borrower and each Lender, with a counterpart
          for each Lender, (ii) the Guarantee and Collateral Agreement, executed
          and  delivered by a duly  authorized  officer of the parties  thereto,
          with a counterpart or a conformed  copy for each Lender,  and (iii) if
          requested by a Lender, a Note for the account of each relevant Lender,
          conforming to the requirements  hereof and executed and delivered by a
          duly authorized officer of the Borrower.

               (b) FINAL ORDER.  The Final Order shall have been entered,  shall
          be in full force and  effect,  shall not have been  stayed,  reversed,
          vacated, rescinded, modified or amended in any respect and shall be in
          form and substance satisfactory to the Underwriters.

               (c) CASH COLLATERAL.  The Bankruptcy Court shall have entered and
          the  General  Administrative  Agent  shall have  received a copy of, a
          final order or orders, in form and substance  reasonably  satisfactory
          to the General  Administrative Agent, pursuant to Section 363(c)(2)(B)
          of the Bankruptcy  Code,  authorizing  the use by the Borrower and the
          Guarantors  of any Cash  Collateral in which the  Prepetition  Lenders
          under  the  Prepetition  Credit  Agreement  may have an  interest  and
          providing  for  Super-Priority   Claims,   Liens  and  other  adequate
          protection,  which  order(s)  shall  not have been  stayed,  reversed,
          vacated,  rescinded,  modified or amended in any  respect  without the
          prior written consent of the General  Administrative  Agent or, in the
          alternative, that the Prepetition Lenders have consented or are deemed
          to have  consented to such priming and use of cash  collateral  on the
          terms specified herein. The Liens,  Super-Priority Claims and adequate
          protection  described in this paragraph,  and the other rights granted
          in  respect of the use of Cash  Collateral,  may be  contained  in the
          Final Order.

               (d)  BLOCKED  ACCOUNT  AGREEMENTS.  The  Underwriters  shall have
          received,  in  counterparts  executed by the relevant Loan Parties and
          each bank where a Blocked  Account is  maintained,  agreements in form
          and  substance  satisfactory  to the  Underwriters,  providing for the
          creation and maintenance of the Blocked Accounts.

               (e) CLOSING CERTIFICATE.  The General  Administrative Agent shall
          have received, with a copy for each Lender, a certificate of each Loan
          Party, dated the Closing Date, substantially in the form of Exhibit D,
          with  appropriate  insertions and  attachments and such changes as the
          General Administrative Agent shall approve, otherwise, satisfactory in
          form and substance to the General  Administrative  Agent,  executed by
          the chief  executive  officer or any chief  financial  officer and the
          Secretary or Assistant Secretary of such party.


<PAGE>
                                                                              43


               (f) LEGAL OPINIONS.  The General  Administrative Agent shall have
          received,  with a counterpart for each Lender,  the following executed
          legal opinions:

                    (i) the  executed  legal  opinion of Skadden,  Arps,  Slate,
               Meagher & Flom LLP, special counsel to the Borrower and the other
               Loan Parties,  in form and substance  reasonably  satisfactory to
               the General Administrative Agent; and

                    (ii) the executed  legal  opinion of general  counsel to the
               Borrower and the  Guarantors,  in form and  substance  reasonably
               satisfactory to the General Administrative Agent.

          Each such legal opinion shall cover such other matters incident to the
          transactions   contemplated   by  this   Agreement   as  the   General
          Administrative Agent may reasonably require.

               (g)  APPROVALS.   All  governmental  and  third  party  approvals
          necessary in  connection  with the  continuing  operations of the Loan
          Parties  and the  transactions  contemplated  hereby  shall  have been
          obtained and be in full force and effect.

               (h) AVAILABILITY.  The Underwriters shall be satisfied that (on a
          PRO FORMA  basis  after  giving  effect to the  initial  Extension  of
          Credit),   the  Borrowing  Base  is  adequate  to  ensure   sufficient
          availability  for the Loan  Parties to carry on their  operations  and
          perform their obligations in the ordinary course of business.

               (i)  REPAYMENT  OF LOANS FROM INTERIM  PERIOD.  If any Loans were
          made under the Interim  Credit  Agreement,  the  proceeds of the Loans
          made in the initial Extension of Credit shall be sufficient, and shall
          be used,  to repay  all such  Loans  made  under  the  Interim  Credit
          Agreement.

               (j) LIEN SEARCHES.  The General  Administrative  Agent shall have
          received the results of a recent  search by a Person  satisfactory  to
          the General  Administrative  Agent,  of the Uniform  Commercial  Code,
          judgment and tax lien  filings  which may have been filed with respect
          to  personal  property  of the Loan  Parties,  and the results of such
          search shall be satisfactory to the General Administrative Agent.

               (k) INSURANCE.  The Underwriters  shall have received evidence in
          form and substance  satisfactory to it that all of the requirements of
          Section 7.6 of this  Agreement  and Section 5.3 of the  Guarantee  and
          Collateral Agreement shall have been satisfied.

               (l) ELGIN LOAN. The Elgin Loan Obligations shall have been repaid
          or shall be refinanced with the proceeds of such Extension of Credit.

               (m) ADDITIONAL MATTERS. All corporate and other proceedings,  and
          all documents,  instruments and other legal matters in connection with
          the  transactions  contemplated  by this  Agreement and the other Loan
          Documents   shall  be  satisfactory  in  form  and  substance


<PAGE>
                                                                              44

          to the  Underwriters,  and the  Underwriters  shall have received such
          other  documents  and  legal  opinions  in  respect  of any  aspect or
          consequence of the transactions contemplated hereby or thereby as they
          shall reasonably request.

               6.2  CONDITIONS  TO  EXTENSION OF CREDIT.  The  agreement of each
Lender to make any  Extension  of Credit  requested to be made by it on any date
(including,  without limitation,  unless otherwise specified herein, its initial
Extension of Credit) is subject to the satisfaction of the following  conditions
precedent:

               (a) NOTICE. The General  Administrative Agent shall have received
          a  borrowing  notice (of the type  described  in  Section  2.2) or the
          Issuing Lender shall have received an Application, as the case may be,
          in accordance with Section 3.2.

               (b) REPRESENTATIONS  AND WARRANTIES.  Each of the representations
          and  warranties  made by any  Loan  Party in or  pursuant  to the Loan
          Documents shall be true and correct in all material respects on and as
          of such date as if made on and as of such date.

               (c) NO  DEFAULT.  No  Default  or Event  of  Default  shall  have
          occurred and be  continuing on such date or after giving effect to the
          Extensions of Credit requested to be made on such date.

               (d) BORROWING CERTIFICATE. The General Administrative Agent shall
          have received,  with a copy for each Lender, a certificate executed by
          a Responsible  Officer of the Borrower,  substantially  in the form of
          Exhibit E, certifying  that (i) the requested  Extension of Credit and
          the intended use thereof are consistent  with the Budget and the other
          terms of this  Agreement  and are  necessary,  after  utilization  and
          application  of the  available  cash of the Loan  Parties  (other than
          Excess  Cash),  in  order  for  the  Loan  Parties  to  satisfy  their
          obligations  in  the  ordinary  course  of  business  or as  otherwise
          permitted under this Agreement,  (ii) all of the  representations  and
          warranties contained in Section 7 are true and correct in all material
          respects  as  required  by Section  6.2(b),  (iii) each Loan Party has
          observed  and  performed  in  all  material  respects  all  applicable
          covenants  and  agreements  contained  herein  and in the  other  Loan
          Documents and the Orders (as applicable), and satisfied each condition
          to the making of such Extension of Credit  contained  herein or in the
          other Loan Documents or in the Orders (as applicable), to be observed,
          performed  or  satisfied  by it,  (iv)  the  making  of the  requested
          Extension of Credit would not cause (A) the  aggregate  Extensions  of
          Credit then  outstanding  at such time to exceed the lesser of (I) the
          aggregate  Revolving  Credit  Commitments  then in effect and (II) the
          Borrowing Base at such time and (B) in the case of a Letter of Credit,
          the aggregate L/C  Obligations  then  outstanding to exceed the limits
          set  forth in  Section  3.1 and (v) such  Responsible  Officer  has no
          knowledge of any Default or Event of Default.

               (e) USE OF PROCEEDS OR LETTER OF CREDIT.  The Underwriters  shall
          be satisfied  that the  proposed  Extension of Credit and its intended
          use are  consistent  with  the  Budget  and the  other  terms  of this
          Agreement and are necessary,  after utilization and application of the



<PAGE>
                                                                              45


          available cash to satisfy their  obligations in the ordinary course of
          business or as otherwise permitted under this Agreement.

               (f) FEES AND  EXPENSES.  The  Underwriters  shall  have  received
          payment of all documented  fees, costs and expenses owing hereunder at
          the time of such Extension of Credit.

               (g)  BUDGET.  The  General  Administrative  Agent and the Lenders
          shall have  received a detailed  budget  covering  the period from the
          Closing Date through the Maturity Date (the "BUDGET")  itemizing (on a
          weekly basis for the 13 weeks immediately  following the Closing Date,
          and on a  monthly  basis  thereafter)  all  revenues  projected  to be
          received and all material expenditures proposed to be made during such
          periods and other cash flow and financial projections, all in form and
          substance reasonably satisfactory to the Underwriters.

               (h)  BORROWING  BASE  CERTIFICATE.  The  Underwriters  shall have
          received  a  Borrowing  Base  Certificate  (dated  no more than 3 days
          before the date of the Extension of Credit), executed and delivered by
          a Responsible Officer of the Borrower.

               (i) DUE  DILIGENCE.  In the case of an  Extension  of Credit at a
          time  when  less  than 25% of the  Revolving  Credit  Commitments  are
          available to the  Borrower,  if at such time there is any  outstanding
          due diligence request,  the Borrower shall have fulfilled such request
          to the Underwriters' reasonable satisfaction.

               (j)  MANAGEMENT.  The Borrower shall have entered into employment
          agreements  with  the  present  chief  executive   officer  and  chief
          operating  officer that are  satisfactory in form and substance to the
          Underwriters.

               (k)  TURNAROUND  FIRM.  In the case of any  Extension  of  Credit
          requested on or after  September 12, 2000, the Bankruptcy  Court shall
          have  entered  an  order  satisfactory  in form and  substance  to the
          Underwriters  approving  the  retention  of Jay Alix &  Associates  or
          another  turnaround  firm  satisfactory to the  Underwriters  and such
          retention order shall be in full force and effect.

Each  request  by the  Borrower  for an  Extension  of  Credit  hereunder  shall
constitute a representation  and warranty by the Borrower as of the date thereof
that the conditions contained in this subsection have been satisfied.

                        SECTION 7. AFFIRMATIVE COVENANTS

               The Borrower hereby agrees that, so long as the Revolving  Credit
Commitments remain in effect, any Loan or L/C Obligation remains  outstanding or
any amount is owing to any Lender, the General Administrative Agent hereunder or
under any other Loan  Document,  the


<PAGE>
                                                                              46


Borrower  shall and (except in the case of delivery  of  financial  information,
reports and notices) shall cause each of its Subsidiaries and, where applicable,
each of its Canadian Subsidiaries to:

               7.1 FINANCIAL STATEMENTS.  Furnish to the General  Administrative
Agent, and each Lender:

               (a) (i) as soon as  available,  but in any event by September 30,
          2000,   copies  of   consolidated   balance  sheets  and  the  related
          consolidated statements of income and retained earnings and cash flow,
          for the year ended August 31, 1999, and (ii) as soon as available, but
          in any event by  October  31,  2000,  copies of  consolidated  balance
          sheets and the related consolidated  statements of income and retained
          earnings  and cash flow for the  quarters  ended  November  30,  1999,
          February  29,  2000,  and May 31,  2000,  which  statements  shall  be
          certified by a Responsible Officer as to the completeness and accuracy
          thereof in a manner satisfactory to the General Administrative Agent;

               (b) as soon as  available,  but in any event within 90 days after
          the end of each fiscal year of  Holdings,  a copy of the  consolidated
          balance sheet of Holdings and its consolidated  subsidiaries as at the
          end of such year and the related consolidated  statement of income and
          retained  earnings and of cash flows for such year,  setting  forth in
          each case in  comparative  form the  figures  for the  previous  year,
          reported  on without a  qualification  arising out of the scope of the
          audit,  by  Arthur  Andersen  or other  independent  certified  public
          accountants  of  nationally  recognized  standing,  and  consolidating
          schedules and  supporting  analysis in form and  substance  reasonably
          satisfactory to the Underwriters; and

               (c) as soon as available, but in any event not later than 45 days
          after the end of each of the first  three  quarterly  periods  of each
          fiscal year of  Holdings,  commencing  with the fiscal year  beginning
          September  1,  2000,  the  unaudited  consolidated  balance  sheets of
          Holdings  and  its  consolidated  subsidiaries  as at the  end of such
          quarter and the related  unaudited  consolidated  statements of income
          and  retained   earnings  and  of  cash  flows  of  Holdings  and  its
          consolidated  subsidiaries  for such  quarter  and the  portion of the
          fiscal year  through the end of such  quarter,  setting  forth in each
          case in  comparative  form the  figures  for the  previous  year,  and
          consolidating  schedules and supporting analysis in form and substance
          satisfactory to the Underwriters,  certified by a Responsible  Officer
          as being  fairly  stated in all material  respects  (subject to normal
          year-end audit adjustments);

all such  financial  statements  shall be complete  and correct in all  material
respects and shall be prepared in reasonable  detail and in accordance with GAAP
applied  consistently  throughout the periods  reflected  therein and with prior
periods (except as approved by such accountants or officer,  as the case may be,
and disclosed therein).

               7.2  CERTIFICATES; OTHER INFORMATION.  Furnish  to  the   General
Administrative  Agent and each  Lender,  or, in the case of clause  (i),  to the
relevant Lender:

               (a) as soon as available  but no later than (i) the last Business
          Day of each week, commencing with the week in which the Final Order is
          entered,  an update to the Budget

<PAGE>
                                                                              47


          for such week and the following four weeks itemizing on a weekly basis
          during such period all revenues  projected to be received and material
          expenditures  proposed to be made during such period,  consistent with
          the Budget  delivered  pursuant to Section 6.2(i),  in the form of the
          Budget  delivered  pursuant to Section 6.2(g) or otherwise in form and
          substance  reasonably  satisfactory  to  the  Underwriters,  and  (ii)
          thereafter, no later than 10 days before the end of each fiscal month,
          an update to the Budget for the following month, itemizing on a weekly
          basis for such month with a certificate  of a  Responsible  Officer of
          the  Borrower  stating  that such  update to the  Budget is based upon
          reasonable  estimates  and is accurate to the best  knowledge  of such
          Responsible  Officer and detailing the material  assumptions  on which
          such update was based;

               (b) on the last Business Day of every calendar  week,  commencing
          with the week in which the Final Order is entered, a comparison of (i)
          actual receipts to receipts forecasted in the Budget for the preceding
          week and (ii) actual disbursements to disbursements  forecasted in the
          Budget for the preceding  week, with an explanation of any significant
          variances;

               (c)  concurrently  with the  delivery of each report  pursuant to
          Section 7.1(c),  a certificate of a Responsible  Officer stating that,
          to the best of such Responsible  Officer's knowledge,  each Loan Party
          during such period has observed or performed in all material  respects
          all of its  covenants  and  other  agreements,  and  satisfied  in all
          material respects every condition, contained in this Agreement and the
          other Loan Documents to which it is a party to be observed,  performed
          or satisfied by it, and that such Responsible  Officer has obtained no
          knowledge  of any Default or Event of Default  except as  specified in
          such certificate;

               (d) as soon as available  but no later than the  fifteenth day of
          each fiscal  month,  commencing  in December,  2000, a report  setting
          forth the  calculations  demonstrating  compliance  (or the failure to
          comply) with the covenants  established pursuant to Section 7.11, in a
          form reasonably satisfactory to the General Administrative Agent;

               (e) deliver to Simpson Thacher & Bartlett, counsel to the General
          Administrative  Agent,  Weil,  Gotshal & Manges  LLP,  counsel  to the
          Steering  Committee,  Otterbourg,  Steindler,  Houston & Rosen,  P.C.,
          counsel to CIT and promptly after the same is available, copies of all
          pleadings,  motions,  applications,  judicial  information,  financial
          information or other documents filed on or on behalf of any Loan Party
          with the  Bankruptcy  Court or the United States Trustee in the Cases,
          or distributed to any official committee appointed in the Cases;

               (f)  within  five days  after  the same are  sent,  copies of all
          financial statements and reports that Holdings sends to the holders of
          any class of its debt  securities  or public  equity  securities  and,
          within  five days  after the same are filed,  copies of all  financial
          statements  and reports  that the  Holdings may make to, or file with,
          the SEC;


<PAGE>
                                                                              48


               (g)   promptly,   all   information   requested  by  the  General
          Administrative  Agent or its  representatives  concerning  the assets,
          liabilities,  business,  operations, cash flow or other aspects of the
          Canadian Subsidiaries; and

               (h) promptly,  such additional financial and other information as
          any Lender may from time to time reasonably request.

               7.3 COLLATERAL REPORTS. Furnish to the Underwriters:

               (a) as soon as  available  but in any event on or before the last
          Business Day of each week, a Borrowing Base Certificate,  certified as
          true and correct in all material respects by a Responsible  Officer of
          the Borrower  setting  forth the  Borrowing  Base and the  calculation
          thereof as of the close of  business of the last  Business  Day of the
          preceding  week  and  accompanied  by  such   supporting   detail  and
          documentation  as  shall be  requested  by the  Underwriters  in their
          reasonable discretion; and

               (b) such  other  reports,  statements  and  reconciliations  with
          respect to the Borrowing Base or Collateral as the Underwriters  shall
          from time to time request in their reasonable discretion.

               7.4 COLLATERAL AUDIT.  Permit employees,  representatives  and/or
agents  of any  Underwriter,  at any time  upon  such  Underwriter's  reasonable
request,  during  normal  business  hours,  to enter  into the  premises  of the
Borrower and any of its Subsidiaries to conduct audits,  the reasonable cost and
expense  of which  will be  borne  by the  Borrower,  of (a) the  assets  of the
Borrower  and  its  Subsidiaries  that  comprise  the  Collateral  and  (b)  the
Borrower's  and the  Guarantors'  practices in the  computation of the Borrowing
Base.

               7.5 CONDUCT OF BUSINESS AND Maintenance OF EXISTENCE. Continue to
engage in business of the same general type as now conducted by it and preserve,
renew and keep in full  force and effect its  corporate  existence  and take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal  conduct of its business  except as otherwise  permitted
pursuant  to Section  8.5;  comply  with all  Requirements  of Law except to the
extent that  failure to comply  therewith  could not, in the  aggregate,  have a
Material Adverse Effect.

               7.6 MAINTENANCE OF PROPERTY;  Insurance. Keep all property useful
and necessary in its business in good working order and condition; maintain with
financially  sound  and  reputable  insurance  companies  insurance  on all  its
property in at least such amounts and against at least such risks as are usually
insured  against in the same general area by companies  engaged in the same or a
similar business (including, but not limited to, property and casualty insurance
in an  amount  of at  least  $100,000,000  and a  deductible  of not  more  than
$5,000,000 per occurrence).

               7.7 INSPECTION OF PROPERTY; BOOKS AND RECORDS;  DISCUSSIONS. Keep
proper books of records and account in which full,  true and correct  entries in
conformity  with GAAP and all  Requirements of Law shall be made of all dealings
and  transactions  in  relation  to its  business  and


<PAGE>
                                                                              49


activities;  and permit  representatives  of either  Underwriter  (or,  with the
coordination  of the General  Administrative  Agent,  the  Lenders) to visit and
inspect any of its  properties  and examine and make  abstracts  from any of its
books and  records  at any  reasonable  time and as often as may  reasonably  be
desired and to discuss the business,  operations,  properties  and financial and
other condition of the Borrower and its Subsidiaries with officers and employees
of the Borrower and its Subsidiaries  and with its independent  certified public
accountants.

               7.8 NOTICES.  Promptly give notice to the General  Administrative
Agent and each Lender of:

               (a) the occurrence of any Default or Event of Default;

               (b) any (i)  default  or event of default  under any  Contractual
          Obligation  of  the  Borrower  or  any of  its  Subsidiaries  or  (ii)
          litigation,  investigation  or proceeding  which may exist at any time
          between any Loan Party and any Governmental Authority, which in either
          case,  if not cured or if  adversely  determined,  as the case may be,
          could have a Material Adverse Effect;

               (c) any  litigation  or  proceeding  affecting  any Loan Party in
          which the amount  involved  is  $1,000,000  or more and not covered by
          insurance or in which criminal sanctions, injunctive or similar relief
          is sought and that is not subject to the automatic stay of Section 362
          of the Bankruptcy Code;

               (d) the  following  events,  as soon as possible and in any event
          within 30 days after the Borrower knows or has reason to know thereof:
          (i) the occurrence or expected occurrence of any Reportable Event with
          respect to any Plan, a failure to make any required  contribution to a
          Plan,  the  creation of any Lien in favor of the PBGC or a Plan or any
          withdrawal from, or the termination,  Reorganization or Insolvency of,
          any  Multiemployer  Plan or (ii) the institution of proceedings or the
          taking of any other action by the PBGC or the Borrower or any Commonly
          Controlled  Entity  or any  Multiemployer  Plan  with  respect  to the
          withdrawal from, or the terminating,  Reorganization or Insolvency of,
          any Plan;

               (e) the  occurrence  or expected  occurrence of any event that is
          reasonably  likely to result in any Loan Party being unable to obtain,
          renew, retain or comply with any Environmental  Permit, the absence of
          which could  reasonably be expected to have a Material Adverse Effect,
          or being unable to comply with any  Environmental Law in a manner that
          could  reasonably  be  expected  to  have a  Material  Adverse  Effect
          including,  without  limitation,  any  notice  that  any  Governmental
          Authority may deny any application for an Environmental  Permit sought
          by, or revoke or refuse to renew any Environmental Permit held by, any
          Loan Party; and

               (f) any other Material Adverse Effect.


<PAGE>
                                                                              50


Each notice  pursuant to this Section shall be  accompanied  by a statement of a
Responsible  Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

               7.9  ENVIRONMENTAL  LAWS.  (a) (i) Comply with all  Environmental
Laws  applicable  to it,  and  obtain,  comply  with  and  maintain  any and all
Environmental  Permits necessary for its operations as conducted and as planned;
and  (ii)  take all  reasonable  efforts  to  ensure  that  all of its  tenants,
subtenants,   contractors,   subcontractors,   and  invitees   comply  with  all
Environmental   Laws,  and  obtain,   comply  with  and  maintain  any  and  all
Environmental  Permits,  applicable  to any of them insofar as any failure to so
comply,  obtain or maintain  reasonably  could adversely  affect any Loan Party;
PROVIDED,  no Loan Party  shall be  required  by this  Agreement  to comply with
demands  for  financial   assurance.   For  purposes  of  this  Section  7.9(a),
noncompliance  by any  Loan  Party  with  any  applicable  Environmental  Law or
Environmental  Permit  shall  be  deemed  not to  constitute  a  breach  of this
covenant; provided that, upon learning of any actual or suspected noncompliance,
each Loan Party  shall  promptly  undertake  all  reasonable  efforts to achieve
compliance; and provided further that, in any case, such non-compliance, and any
other  noncompliance  with  any  Environmental  Law,   individually  or  in  the
aggregate,  could not reasonably be expected to give rise to a Material  Adverse
Effect.

               (b)  Promptly  comply  with  all  orders  and  directives  of all
Governmental  Authorities  regarding  Environmental Laws, other than such orders
and  directives as to which an appeal has been timely and properly taken in good
faith and  provided  that the pendency of any and all such appeals does not give
rise to a Material Adverse Effect;  PROVIDED, no Loan Party shall be required by
this Agreement to comply with demands for financial assurance.

               (c) Prior to acquiring  any  ownership  or leasehold  interest in
real  property for which a permit would be required for operation as a hazardous
waste  facility,  or any  other  real  property  or other  interest  in any real
property that could  reasonably be expected to give rise to any Loan Party being
found to be subject to  potential  liability  under any  Environmental  Law: (i)
obtain  a  written  report  by  a  reputable  environmental  consultant  of  the
environmental  consultant's  assessment of the presence or potential presence of
significant  levels of any Materials of Environmental  Concern on, under, in, or
about the property, or of other conditions or operations that could give rise to
potentially  significant  liability  under or  violations of  Environmental  Law
relating to such  acquisition;  and (ii) inform the Underwriters of its plans to
acquire such interest in real property and, upon either Underwriters's  request,
afford the  Underwriters  a  reasonable  opportunity  to review and  discuss the
contents of such report with the environmental  consultant who prepared it and a
knowledgeable representative of the Borrower.

               (d) Promptly upon either Underwriter's  request if there has been
an Event of  Default  which  has not been  fully  and  timely  cured,  permit an
environmental consultant whom the Underwriters in their discretion designates to
perform an environmental  assessment (including,  without limitation:  reviewing
documents;  interviewing knowledgeable persons; and sampling and analyzing soil,
air,  surface  water,  groundwater,  building  materials,  and/or other media or
substances)  in or about  property owned or leased by the Borrower or any of its
Subsidiaries,  or on which operations of the Borrower or any of its Subsidiaries
otherwise take place. Such


<PAGE>
                                                                              51


environmental  assessment shall be in form, scope, and substance satisfactory to
the Underwriters. The Borrower and its Subsidiaries shall cooperate fully in the
conduct  of such  environmental  assessment,  and  shall  pay the  costs of such
environmental  assessment  immediately upon written demand by the  Underwriters.
Pursuant to this Section  7.9(d),  the  Underwriters  shall have the right,  but
shall  not have any  duty,  to  request  and/or  obtain  any such  environmental
assessment.

               7.10 FURTHER  ASSURANCES.  Upon the request of the  Underwriters,
promptly  perform or cause to be performed any and all acts and execute or cause
to be executed any and all documents (including,  without limitation,  financing
statements and  continuation  statements) for filing under the provisions of the
Uniform  Commercial Code or any other  Requirement of Law which are necessary or
advisable to maintain,  in favor of the General  Administrative  Agent,  for the
benefit of the  Lenders,  Liens on the  Collateral  that are duly  perfected  in
accordance with all applicable Requirements of Law.

               7.11 FINANCIAL  CONDITION  COVENANTS.  On or before September 30,
2000 the Borrower  shall provide each Lender with a draft of the Business  Plan,
and, on or before October 31, 2000, shall provide each Lender with a copy of the
final Business Plan. The Borrower shall afford the General  Administrative Agent
and the  Underwriters  full  opportunity  to conduct  due  diligence  in respect
thereof.  The General  Administrative Agent and the Underwriters shall negotiate
in  good  faith  such  financial   covenants   (including  capital   expenditure
limitations) as they may deem appropriate in their sole discretion. On or before
November  15,  2000 the  Borrower  shall  execute  and  deliver  to the  General
Administrative  Agent an amendment  in form and  substance  satisfactory  to the
General   Administrative   Agent   and   the   Underwriters,    containing   the
above-referenced financial covenants.

                          SECTION 8. NEGATIVE COVENANTS

               The  Borrower  hereby  agrees  that,  from and after the Petition
Date, so long as the Revolving Credit  Commitments  remain in effect,  any Loan,
Reimbursement  Obligation, or Letter of Credit remains outstanding or any amount
is owing to any Lender or the General  Administrative  Agent  hereunder or under
any other  Loan  Document,  the  Borrower  shall  not,  and shall not permit any
Subsidiary or Canadian Subsidiary to, directly or indirectly:

               8.1 PROCEEDS OF REVOLVING  CREDIT LOANS.  (a) Make (except in the
case of any Canadian Subsidiary) any expenditures, including without limitation,
by using the proceeds of Revolving  Credit Loans,  for purposes other than those
detailed in the Budget (except with respect to the initial Extension of Credit);
or (b) use any  portion of the  proceeds  of the  Revolving  Credit  Loans,  the
Carve-Out,  the  Collateral,  or the  Prepetition  Lenders'  cash  collateral to
commence or prosecute any adversary  proceeding or contested  matter (i) against
the General  Administrative  Agent,  the Lenders,  the Prepetition  Agent or the
Prepetition   Lenders   or  (ii)  with   respect   to  the   amount,   validity,
enforceability,  perfection  or  priority  of (x) the claims of the  Prepetition
Lenders against the Borrower or the Prepetition  Lenders' Liens which secure the
Prepetition Obligations or (y) the Super-Priority Claims or Liens granted to the
Administrative  Agent and the Lenders pursuant to this Agreement,  the Guarantee
and Collateral Agreement and the Orders.


<PAGE>
                                                                              52


               8.2 LIMITATION ON INDEBTEDNESS.  Create,  incur, assume or suffer
to exist any Indebtedness, except:

               (a) Indebtedness under the Loan Documents;

               (b) Indebtedness outstanding on the Petition Date to be listed on
          Schedule 8.2(b);

               (c) Indebtedness incurred after the Petition Date of the Borrower
          to any wholly owned Guarantor and, to the extent  permitted by Section
          8.8, of any wholly owned Guarantor to the Borrower or any other wholly
          owned Guarantor, PROVIDED that such Indebtedness shall be evidenced by
          a promissory note which shall be pledged to the General Administrative
          Agent;

               (d) Indebtedness  incurred after the Petition Date to finance the
          acquisition of fixed or capital assets (whether  pursuant to a loan, a
          Financing  Lease or  otherwise) in an aggregate  principal  amount not
          exceeding  as to the  Borrower,  its  Subsidiaries  and  the  Canadian
          Subsidiaries $5,000,000 any one time outstanding; and

               (e) Indebtedness in the form of Guarantee  Obligations  permitted
          by Section 8.4.

               8.3 LIMITATION ON LIENS. Create, incur, assume or suffer to exist
any Lien upon any of its  property,  assets or  revenues,  whether  now owned or
hereafter acquired, except for:

               (a) Liens for taxes not yet due or which are being  contested  in
          good faith by appropriate proceedings, PROVIDED that adequate reserves
          with respect thereto are maintained in conformity with GAAP;

               (b)   carriers',   warehousemen's,   mechanics',   materialmen's,
          repairmen's  or other like Liens  arising  in the  ordinary  course of
          business  which are not  overdue  for a period of more than 60 days or
          which  are  being  contested  or  otherwise  stayed  in good  faith by
          appropriate proceedings;

               (c) pledges or deposits in connection with workers' compensation,
          unemployment  insurance  and other  social  security  legislation  and
          deposits securing  liability to insurance  carriers under insurance or
          self-insurance arrangements;

               (d) deposits to secure the  performance of bids,  trade contracts
          (other than for borrowed money), leases, statutory obligations, surety
          and appeal bonds,  performance  bonds and other  obligations of a like
          nature incurred in the ordinary course of business;

               (e)  easements,  rights-of-way,  restrictions  and other  similar
          encumbrances incurred in the ordinary course of business which, in the
          aggregate,  are not substantial in amount and which do not in any case
          materially  detract from the value of the property  subject thereto or
          materially  interfere with the ordinary conduct of the business of the
          Borrower or such Subsidiary;


<PAGE>
                                                                              53


               (f)  Liens in  existence  on the  Petition  Date to be  listed on
          Schedule  8.3(f),  PROVIDED  that no such  Lien is spread to cover any
          additional  property  after the  Closing  Date and that the  amount of
          Indebtedness  secured thereby is not increased  PROVIDED FURTHER that,
          if any such  Liens  are not  permitted  under the  Prepetition  Credit
          Agreement, such Liens shall not be material in amount;

               (g) Liens securing Indebtedness of the Borrower, its Subsidiaries
          and the Canadian Subsidiaries  permitted by Section 8.2(d) incurred to
          finance the acquisition of fixed or capital assets,  PROVIDED that (i)
          such Liens  shall be  created  substantially  simultaneously  with the
          acquisition of such fixed or capital assets, (ii) such Liens do not at
          any time  encumber  any property  other than the property  financed by
          such Indebtedness and (iii) the amount of Indebtedness secured thereby
          is not increased; and

               (h) Liens  created  pursuant to the  Security  Documents  and the
          Orders.

               8.4 LIMITATION ON GUARANTEE OBLIGATIONS. Create, incur, assume or
suffer to exist any Guarantee Obligation except:

               (a) Guarantee  Obligations  in existence on the Petition Date and
          to be listed on Schedule 8.4(a);

               (b)  Guarantee  Obligations  in respect  of, or in the nature of,
          performance  bonds  or  performance   letters  of  credit  or  similar
          obligations incurred in the ordinary course of business;

               (c)  Guarantee  Obligations  in  respect  of the  obligations  of
          Subsidiaries incurred in the ordinary course of business;

               (d) the Guarantee  Obligations  under any Loan Document or Order;
          and

               (e) Guarantee  Obligations  constituting  indemnities  to an bank
          party to a Blocked  Account  Agreement  to the extent  such  indemnity
          relates  to  performance  by such  bank  under  such  Blocked  Account
          Agreement.

               8.5  LIMITATION ON  FUNDAMENTAL  CHANGES.  Enter into any merger,
consolidation  or  amalgamation,  or liquidate,  wind up or dissolve  itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially  all of its property,  business or
assets,  or make  any  material  change  in its  present  method  of  conducting
business,  except that Ryan and Patrick Holdings,  Inc. and its subsidiaries may
be amalgamated into Safety-Kleen Canada, Inc.

               8.6 LIMITATION ON  DISPOSITION  OF ASSETS.  Dispose of any of its
property,  business or assets (including,  without  limitation,  receivables and
leasehold interests),  whether now owned or hereafter acquired,  or, in the case
of any  Subsidiary,  issue or sell any shares of such


<PAGE>
                                                                              54


Subsidiary's or Canadian Subsidiary's Capital Stock to any Person other than the
Borrower or any wholly owned Subsidiary, except:

               (a) the sale or other  Disposition  of  inventory,  materials and
          equipment  and  uneconomical,  obsolete  or worn out  property  in the
          ordinary course of business;

               (b) the sale of the Elgin Loan Collateral,  provided that the net
          proceeds thereof are applied in accordance with subsection 4.3(e);

               (c) the sale or  Disposition  of property,  business or assets in
          addition  to  other  sales  permitted  under  this  Section  8.6 in an
          aggregate amount not to exceed $5,000,000; and

               (d) the sale of the  remaining  equity  interest in  Safety-Kleen
          (Europe) Limited for fair market value, provided that the net proceeds
          thereof are applied as provided in subsection 4.3(d).

               8.7 LIMITATION ON DIVIDENDS.  Declare or pay any dividend  (other
than  dividends  payable  solely  in  common  stock of the  Person  making  such
dividend)  on, or make any  payment  on  account  of, or set apart  assets for a
sinking or other  analogous  fund for,  the  purchase,  redemption,  defeasance,
retirement or other  acquisition of, any shares of any class of Capital Stock of
the Borrower or any of its  Subsidiaries  or any warrants or options to purchase
any  such  Stock,  whether  now or  hereafter  outstanding,  or make  any  other
distribution in respect thereof, either directly or indirectly,  whether in cash
or  property  or  in  obligations  of  the  Borrower  or  any  Subsidiary  (such
declarations,  payments,  setting apart,  purchases,  redemptions,  defeasances,
retirements,  acquisitions  and  distributions  being herein called  "RESTRICTED
PAYMENTS"),  except that (a) any Subsidiary may make Restricted  Payments to the
Borrower or any wholly owned  Subsidiary  of the Borrower and so long as, on the
date of such Restricted Payment, both before and after giving effect thereto, no
Default or Event of Default shall have  occurred and be  continuing  and (b) the
Borrower may make Restricted  Payments to Holdings to provide for payment in the
ordinary course of business of taxes,  directors' fees, stock exchange fees, and
other DE  MINIMIS  costs and  expenses  of its  operations  as a public  company
permitted by the Guarantee and Collateral Agreement.

               8.8 LIMITATION ON INVESTMENTS,  LOANS AND ADVANCES. Make, forgive
or exchange any advance,  loan,  extension of credit or capital contribution to,
or purchase any stock,  bonds,  notes,  debentures or other securities of or any
assets  constituting  a business unit of, or make any other  investment  in, any
Person, except any Loan Party may make:

               (a)  extensions  of  trade  credit  in  the  ordinary  course  of
          business;

               (b) investments in Cash Equivalents;

               (c)  loans and  advances  to  employees  of the  Borrower  or its
          Subsidiaries  who  are  not  on   administrative   leave  for  travel,
          entertainment  and  relocation  expenses  in the


<PAGE>
                                                                              55


          ordinary  course of business in an  aggregate  amount for the Borrower
          and  its  Subsidiaries  not  to  exceed  $1,000,000  at any  one  time
          outstanding;

               (d)  investments  by the  Borrower  and its  Subsidiaries  in the
          Subsidiaries  of the Borrower  that are parties to the  Guarantee  and
          Collateral Agreement;

               (e)  investments  in  existence  on the  Petition  Date and to be
          listed on Schedule 8.8;

               (f) investments in the form of securities received as a result of
          bankruptcy proceedings involving customers or suppliers; and

               (g)  hardship  advances  to  employees  of  the  Borrower  or its
          Subsidiaries  who  are not on  administrative  leave  in the  ordinary
          course of business in an  aggregate  amount for the  Borrower  and its
          Subsidiaries not to exceed $50,000.

               8.9 LIMITATION ON TRANSACTIONS  WITH  AFFILIATES.  Enter into any
transaction,  including,  without  limitation,  any  purchase,  sale,  lease  or
exchange of property or the rendering of any service,  with any Affiliate unless
such  transaction is (a) otherwise  permitted under this  Agreement,  (b) in the
ordinary  course of the  Borrower's or such  Subsidiary's  business and (c) upon
fair and reasonable  terms no less favorable to the Borrower or such Subsidiary,
as the  case  may  be,  than  it  would  obtain  in a  comparable  arm's  length
transaction with a Person which is not an Affiliate.

               8.10  LIMITATION  ON  SALES  AND   LEASEBACKS.   Enter  into  any
arrangement  with any Person  providing  for the leasing by the  Borrower or any
Subsidiary or Canadian Subsidiary of real or personal property which has been or
is to be sold or  transferred  by the  Borrower or such  Subsidiary  or Canadian
Subsidiary  to such Person or to any other Person to whom funds have been or are
to be  advanced  by such  Person  on the  security  of such  property  or rental
obligations of the Borrower or such  Subsidiary or Canadian  Subsidiary,  except
(a) the sale and leaseback of transportation equipment in the ordinary course of
business,  provided that such sale and leaseback  transactions  occur within six
months of the purchase of such  equipment and (b) without  duplication,  for any
such  arrangements  with  respect to real or personal  property  with respect to
which the aggregate sales price shall not exceed $5,000,000.

               8.11 LIMITATION ON CHANGES IN FISCAL YEAR. Permit the fiscal year
of the Borrower to end on a day other than August 31, unless the Borrower  shall
have provided to the General  Administrative  Agent evidence  satisfactory to it
that such change will have no effect on the calculation of, or compliance by the
Borrower with, the covenants established pursuant to Section 7.11; or permit the
fiscal years of the Borrower and Holdings to end on different days.

               8.12  LIMITATION ON LINES OF BUSINESS.  Enter to any  substantial
extent in any line or lines of business  activity  other than  businesses of the
same general type as those in which the Borrower and the  Guarantors are engaged
on the date of this Agreement or which are directly related thereto.


<PAGE>
                                                                              56


               8.13 CHAPTER 11 CLAIMS;  PAYMENT OF PRE-PETITION DATE CLAIMS. (a)
Except for the Carve-Out  and Liens  permitted  pursuant to  subsection  8.3(g),
incur or create any other  Super-Priority Claim or Lien which is PARI PASSU with
or senior to the claims of (i) the General  Administrative Agent and the Lenders
granted  pursuant  to the Loan  Documents  and the Orders or (ii) other than for
claims  referenced  in clause (i),  the  Prepetition  Agent and the  Prepetition
Lenders  granted  pursuant to Sections 2 and 3 of the Guarantee  and  Collateral
Agreement and the Orders.

               (b) Make any payments of pre-Petition Date obligations other than
(i) as permitted  under the Orders,  (ii) as permitted by the  Bankruptcy  Court
pursuant  to the "First Day" Orders  referred  to in Section  6.1(d),  including
pre-petition wages and benefits and other employee-related  claims, and (iii) as
otherwise permitted or required under this Agreement.

               8.14   RECLAMATION   CLAIMS;   BANKRUPTCY   CODE  SECTION  546(G)
AGREEMENTS.  (a) Make any payments or transfer any property on account of claims
asserted by any vendors of the  Borrower or any  Guarantor  for  reclamation  in
accordance with Section 2-702 of the Uniform  Commercial Code and Section 546(c)
of the Bankruptcy Code.

               (b)  Enter  into any  agreements  or file any  motion  seeking  a
Bankruptcy  Court  order  for the  return of  property  of the  Borrower  or any
Guarantor to any vendor pursuant to Section 546(g) of the Bankruptcy Code.

               8.15 EMPLOYMENT  ARRANGEMENTS.  Without the prior written consent
of the General  Administrative  Agent, (a) amend, extend,  supplement or replace
the employment  arrangements referred to in subsection 6.2(j), or (b) enter into
any  employment  or  consulting  agreement  with any  individual  providing  for
compensation  (including without limitation,  incentive or contingency payments)
in excess of $1,000,000 over the term of such contract.

                          SECTION 9. EVENTS OF DEFAULT

               If any of the following events shall occur and be continuing:

               (a) The Borrower shall fail to pay any principal of any Loan when
          due in accordance  with the terms  thereof or hereof;  or the Borrower
          shall  fail to pay any  interest  on any  Loan,  or any  other  amount
          payable hereunder, within one (1) Business Day after any such interest
          or other amount  becomes due in  accordance  with the terms thereof or
          hereof; or

               (b) Any  representation  or  warranty  made or deemed made by the
          Borrower or any other Loan Party herein or in any other Loan  Document
          or which is  contained  in any  certificate,  document or financial or
          other  statement  furnished  by it at any time under or in  connection
          with this  Agreement  or any such other Loan  Document  shall prove to
          have been incorrect in any material  respect on or as of the date made
          or deemed made; or


<PAGE>
                                                                              57


               (c) The  Borrower  or any other Loan Party  shall  default in the
          observance or performance  of any agreement  contained in Section 7.11
          of  this  Agreement  or  Section  5 of the  Guarantee  and  Collateral
          Agreement; or

               (d) The  Borrower  or any other Loan Party  shall  default in the
          performance  or observance  of any covenant or agreement  contained in
          Section 7.2(a) or 7.3(a) and such default shall contain unremedied for
          one (1) Business Day; or

               (e) The  Borrower  or any other Loan Party  shall  default in the
          observance or  performance  of any other  agreement  contained in this
          Agreement  or any other  Loan  Document  (other  than as  provided  in
          paragraphs  (a) through (d) of this  Section),  and such default shall
          continue unremedied for a period of 20 days; or

               (f) (i) Any of the Cases shall be  dismissed  or  converted  to a
          case under  Chapter 7 of the  Bankruptcy  Code or (ii) an order of the
          Bankruptcy  Court  shall be entered in any of the Cases  appointing  a
          trustee under Chapter 11 of the Bankruptcy Code; or

               (g) (i)  Except  for the  Carve-Out,  an order of the  Bankruptcy
          Court shall be entered granting another  Super-Priority  Claim or Lien
          PARI  PASSU  with  or  senior  to  that  granted  (x) to  the  General
          Administrative Agent (for the benefit of the Lenders) pursuant to this
          Agreement and the Orders,  or (y) to the Prepetition  Lenders pursuant
          to the Orders (other than pursuant to clause (x) above), (ii) an order
          of a  court  of  competent  jurisdiction  shall  be  entered  staying,
          reversing,  vacating  or  otherwise  modifying  either  of the  Orders
          without the General  Administrative  Agent's and the Required Lenders'
          consent,  or (iii) the Prepetition  Lenders' cash collateral  shall be
          used in a manner inconsistent with the Orders; or

               (h) An order of the  Bankruptcy  Court shall be entered in any of
          the Cases  appointing an examiner having enlarged powers (beyond those
          set forth under Sections  1106(a)(3)  and (4) of the Bankruptcy  Code)
          under Section 1106(b) of the Bankruptcy Code; or

               (i) The entry of an order granting relief from the automatic stay
          so as to allow a third party to proceed against any asset or assets of
          any Loan  Party  which  have a value in  excess of  $1,000,000  in the
          aggregate; or

               (j) The  filing of any  pleading  by any Loan Party  seeking,  or
          otherwise  consenting  to, any of the matters set forth in  paragraphs
          (f) through (i) of this Section; or

               (k) Any Loan  Party  files any  pleading  seeking,  or  otherwise
          consenting to, the invalidation, subordination or other challenging of
          the Liens granted to secure the Obligations; or

               (l) There  shall occur  after the  Petition  Date any event which
          results in a Material Adverse Effect; or


<PAGE>
                                                                              58


               (m) (i) Any Person shall engage in any  "prohibited  transaction"
          (as  defined  in  Section  406 of ERISA or  Section  4975 of the Code)
          involving any Plan,  (ii) any  "accumulated  funding  deficiency"  (as
          defined in Section 302 of ERISA),  whether or not waived,  shall exist
          with  respect  to any  Plan or any Lien in favor of the PBGC or a Plan
          shall arise on the assets of the Borrower or any  Commonly  Controlled
          Entity,  (iii) a  Reportable  Event  shall  occur with  respect to, or
          proceedings shall commence to have a trustee  appointed,  or a trustee
          shall be appointed, to administer or to terminate, any Single Employer
          Plan,  which  Reportable  Event  or  commencement  of  proceedings  or
          appointment of a trustee is, in the reasonable opinion of the Required
          Lenders, likely to result in the termination of such Plan for purposes
          of Title IV of ERISA,  (iv) any Single  Employer Plan shall  terminate
          for  purposes of Title IV of ERISA,  (v) the  Borrower or any Commonly
          Controlled Entity shall, or in the reasonable  opinion of the Required
          Lenders  is  likely  to,  incur any  liability  in  connection  with a
          withdrawal   from,  or  the   Insolvency  or   Reorganization   of,  a
          Multiemployer Plan or (vi) any other event or condition shall occur or
          exist with respect to a Plan;  and in each case in clauses (i) through
          (vi)  above,  such event or  condition,  together  with all other such
          events or conditions, if any, could have a Material Adverse Effect; or

               (n) One or more  judgments or decrees  shall be entered after the
          Petition  Date  against  the  Borrower  or  any  of  its  Subsidiaries
          involving  for the  Borrower and its  Subsidiaries  taken as a whole a
          liability  (not paid or fully  covered  by  insurance  as to which the
          relevant insurance company has acknowledged coverage) of $1,000,000 or
          more,  and all such  judgments or decrees shall not have been vacated,
          discharged,  stayed or bonded  pending  appeal within 30 days from the
          entry thereof; or

               (o) Any Lien created by any Loan Document or Order shall cease to
          be  enforceable  and of the same effect and  priority  purported to be
          created thereby; or

               (p)  the  Borrower  shall  have  failed  to  (i)  deliver  to the
          Underwriters by September 30, 2000, a draft of the Business Plan, (ii)
          deliver to the Underwriters, by October 31, 2000, the Business Plan or
          (iii) file a Plan of Reorganization  consistent with the Business Plan
          by December 31, 2000; or

               (q) the Borrower  shall have failed to hire by February 28, 2001,
          a senior management team, including  individuals necessary to effect a
          restructuring,   reasonably  satisfactory  to  the  Underwriters,   to
          implement the Plan of Reorganization;

then, and in every such event and at any time thereafter  during the continuance
of such event,  and without  further order of or  application  to the Bankruptcy
Court, the General Administrative Agent may, and, at the request of the Required
Lenders, the General Administrative Agent shall, by notice to the Borrower (with
a copy to counsel for any statutory  committee of unsecured  creditors appointed
in the  Cases  and to the  United  States  Trustee),  take  one or  more  of the
following actions,  at the same or different times (PROVIDED,  that with respect
to  clause  (iii)  below and the  enforcement  of Liens or other  remedies  with
respect to the Collateral  under clause (iv) below,  the General  Administrative
Agent shall provide the Borrower (with a copy to counsel for


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                                                                              59


any statutory committee of unsecured creditors appointed in the Cases and to the
United States  Trustee) with five Business  Days' written notice prior to taking
the action contemplated  thereby):  (i) terminate forthwith the Revolving Credit
Commitments;  (ii) declare the  Revolving  Credit Loans then  outstanding  to be
forthwith  due and payable,  whereupon  the  principal of the  Revolving  Credit
Loans,  together with accrued  interest  thereon and any unpaid accrued fees and
all other  Obligations of the Borrower and the Guarantors  accrued hereunder and
under any other Loan Document,  shall become forthwith due and payable,  without
presentment,  demand,  protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower and the Guarantors,  anything  contained
herein or in any other Loan  Document  to the  contrary  notwithstanding;  (iii)
require each Letter of Credit to be replaced  and returned to the Issuing  Bank,
undrawn and marked  "canceled",  or to the extent that the Borrower is unable to
do so, require the Borrower to forthwith deposit in the Cash Collateral  Account
cash in an  amount  equal to 105% of the face  amount of each  unpaid  Letter of
Credit,  such  cash  to  be  remitted  to  the  Borrower  upon  the  expiration,
cancellation   or  other   termination   or   satisfaction   of  the  Borrower's
Reimbursement  Obligations  in respect of any such  Letter(s)  of Credit and all
other obligations then outstanding under this Agreement, (iv) set-off amounts in
the Cash Collateral Account and the Concentration  Account or any other accounts
of the Borrower and apply such  amounts to the  Obligations  of the Borrower and
the Guarantors  hereunder and under the other Loan  Documents;  and (v) exercise
any and all  remedies  under this  Agreement,  the Orders,  and  applicable  law
available to the General Administrative Agent and the Lenders.

               Except as otherwise  expressly  provided above in this Section 9,
the Borrower waives presentment, demand, protest or other notice of any kind.

        SECTION 10. THE GENERAL ADMINISTRATIVE AGENT AND COLLATERAL AGENT

               10.1 APPOINTMENTS.  Each Lender hereby irrevocably designates and
appoints Toronto Dominion (Texas), Inc. as the General  Administrative Agent of,
and CIT as the Collateral Agent of, such Lender under this Agreement,  the other
Loan Documents and in the Cases, and each such Lender irrevocably authorizes the
General  Administrative  Agent to take  such  action  on its  behalf  under  the
provisions of this  Agreement,  the other Loan Documents and in the Cases and to
exercise such powers and perform such duties as are  expressly  delegated to the
General  Administrative  Agent  and  Collateral  Agent  by  the  terms  of  this
Agreement,  the other Loan  Documents,  together  with such other  powers as are
reasonably  incidental  thereto.  Notwithstanding  any provision to the contrary
elsewhere in this Agreement,  neither the General  Administrative  Agent nor the
Collateral  Agent  shall  have any  duties  or  responsibilities,  except  those
expressly set forth herein, or any fiduciary  relationship with any Lender,  and
no  implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall be read into this  Agreement,  any Loan  Document or Order or
otherwise exist against the General Administrative Agent or Collateral Agent.

               The  Issuing  Lender  shall  act on behalf  of the  Lenders  with
respect to Letters of Credit issued by it under this Agreement and the documents
associated  therewith.  It is


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                                                                              60


understood and agreed that the Issuing Lender (a) shall have all of the benefits
and immunities (i) provided to an  Administrative  Agent in this Section 10 with
respect to acts taken or omissions suffered by such Issuing Lender in connection
with  Letters of Credit  issued by it under  this  Agreement  and the  documents
associated therewith as fully as if the term "General  Administrative  Agent" as
used in this Section 10 included the Issuing Lender with respect to such acts or
omissions and (ii) as additionally provided in this Agreement and (b) shall have
all of the  benefits of the  provisions  of Section 10.7 as fully as if the term
"General  Administrative  Agent," as used in Section 10.7,  included the Issuing
Lender.

               10.2 DELEGATION OF DUTIES. The General  Administrative  Agent and
the Collateral Agent may execute any of their respective powers and duties under
this   Agreement  and  the  other  Loan   Documents  by  or  through  agents  or
attorneys-in-fact,  may delegate any or all such powers and duties to each other
and shall be entitled to advice of counsel  concerning all matters pertaining to
such duties.  Neither the General  Administrative Agent nor the Collateral Agent
shall be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

               10.3 EXCULPATORY  PROVISIONS.  Neither the General Administrative
Agent nor the Collateral Agent nor any of their respective officers,  directors,
employees,  agents,  attorneys-in-fact or Affiliates shall be (i) liable for any
action  lawfully  taken or omitted to be taken by it or such Person  under or in
connection  with any Loan Document or Order (except for its or such Person's own
gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements,  representations or warranties made
by any Loan Party or any officer  thereof  contained in any Loan  Document or in
any certificate, report, statement or other document referred to or provided for
in, or received  by the General  Administrative  Agent or the  Collateral  Agent
under or in  connection  with,  any Loan  Document  or for the value,  validity,
effectiveness,  genuineness,  enforceability or sufficiency of any Loan Document
or for any  failure of the  Borrower  to perform its  obligations  hereunder  or
thereunder.  Neither the General  Administrative  Agent nor the Collateral Agent
shall be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance  of any of the agreements  contained in, or conditions
of, any Loan  Document,  or to inspect the  properties,  books or records of any
Loan Party or other Person.

               10.4  RELIANCE  BY GENERAL  ADMINISTRATIVE  Agent AND  COLLATERAL
AGENT.  The  General  Administrative  Agent and the  Collateral  Agent  shall be
entitled  to rely,  and  shall be fully  protected  in  relying,  upon any Note,
writing, resolution, notice, consent, certificate,  affidavit, letter, telecopy,
telex or teletype  message,  statement,  order or other document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including,   without   limitation,   counsel  to  the  Borrower),   independent
accountants and other experts  selected by the General  Administrative  Agent or
Collateral Agent. The General  Administrative Agent may deem and treat the payee
of any Note as the owner  thereof for all  purposes  unless a written  notice of
assignment,  negotiation  or  transfer  thereof  shall  have been filed with the
General   Administrative  Agent.  The  General   Administrative  Agent  and  the
Collateral  Agent  shall be fully  justified  in failing or refusing to take any
action under this Agreement, any other Loan Document or in the Cases unless they


<PAGE>
                                                                              61


shall first receive such advice or concurrence of the Required Lenders,  as they
deem  appropriate or shall first be  indemnified by the Lenders  against any and
all  liability  and  expense  which  may be  incurred  by  reason  of  taking or
continuing  to take any such action.  The General  Administrative  Agent and the
Collateral  Agent  shall in all  cases  be  fully  protected  in  acting,  or in
refraining from acting, under this Agreement, the other Loan Documents or in the
Cases in accordance with a request of the Required Lenders, and such request and
any action  taken or failure to act pursuant  thereto  shall be binding upon all
the Lenders and all future holders of the Loans.

               10.5 NOTICE OF DEFAULT.  Neither the General Administrative Agent
nor the  Collateral  Agent  shall be deemed to have  knowledge  or notice of the
occurrence  of any  Default or Event of  Default  hereunder  unless the  General
Administrative Agent has received notice from a Lender or the Borrower referring
to this Agreement,  describing such Default or Event of Default and stating that
such  notice  is  a  "notice  of   default."  In  the  event  that  the  General
Administrative  Agent receives such a notice, the General  Administrative  Agent
shall give notice thereof to the Lenders. The General Administrative Agent shall
take such  action with  respect to such  Default or Event of Default as shall be
reasonably directed by the Required Lenders;  PROVIDED that unless and until the
General  Administrative  Agent shall have received such directions,  the General
Administrative  Agent may (but shall not be obligated  to) take such action,  or
refrain  from  taking  such  action,  with  respect to such  Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

               10.6 NON-RELIANCE ON THE GENERAL ADMINISTRATIVE AGENT, COLLATERAL
AGENT AND OTHER LENDERS. (a) Each Lender expressly acknowledges that neither the
General  Administrative  Agent  nor  the  Collateral  Agent  nor  any  of  their
respective  officers,   directors,   employees,  agents,   attorneys-in-fact  or
Affiliates has made any  representations  or warranties to it and that no act by
the  General   Administrative  Agent  or  Collateral  Agent  hereinafter  taken,
including  any  review  of the  affairs  of any Loan  Party  shall be  deemed to
constitute any representation or warranty by the General Administrative Agent or
Collateral  Agent  to  any  Lender.   Each  Lender  represents  to  the  General
Administrative  Agent and the Collateral  Agent that it has,  independently  and
without reliance upon the General Administrative Agent,  Collateral Agent or any
other  Lender,  and based on such  documents  and  information  as it has deemed
appropriate,  made its own  appraisal of and  investigation  into the  business,
operations,  property, financial and other condition and creditworthiness of the
Loan  Parties and made its own  decision to make its Loans  hereunder  and enter
into this Agreement. Each Lender also represents that it will, independently and
without reliance upon the General Administrative Agent,  Collateral Agent or any
other  Lender,  and based on such  documents  and  information  as it shall deem
appropriate at the time,  continue to make its own credit  analysis,  appraisals
and  decisions in taking or not taking  action under this  Agreement,  the other
Loan  Documents  and in the Cases,  and to make such  investigation  as it deems
necessary to inform itself as to the business,  operations,  property, financial
and  other  condition  and  creditworthiness  of the Loan  Parties.  Except  for
notices,  reports and other documents  expressly required to be furnished to the
Lenders by the  General  Administrative  Agent or  Collateral  Agent  hereunder,
neither the General Administrative Agent nor the Collateral Agent shall not have
any duty or  responsibility  to  provide  any  Lender  with any  credit or other
information concerning the business, operations,  property, condition (financial
or otherwise), prospects or creditworthiness of


<PAGE>
                                                                              62


any Loan Party which may come into the possession of the General  Administrative
Agent, Collateral Agent or any of its officers,  directors,  employees,  agents,
attorneys-in-fact or Affiliates.

               (b) For purposes of  determining  compliance  with the conditions
specified in Section 6.1, each Lender that has executed this Agreement  shall be
deemed to have consented to,  approved or accepted or to be satisfied with, each
document or other matter either sent by the General  Administrative Agent or any
Loan Party to such Lender prior to the Closing Date,  or required  thereunder to
be consented to or approved by or acceptable or satisfactory to such Lender.

               10.7 INDEMNIFICATION.  The Lenders agree to indemnify the General
Administrative  Agent and Collateral Agent, each in its capacity as such (to the
extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so),  ratably  according  to their  respective  Revolving  Credit
Percentages in effect on the date on which  indemnification is sought,  from and
against  any and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses  or  disbursements  of  any  kind
whatsoever which may at any time  (including,  without  limitation,  at any time
following  the  payment of the Loans) be imposed  on,  incurred  by or  asserted
against the General Administrative Agent or Collateral Agent in any way relating
to or arising out of, the Revolving  Credit  Commitments,  this  Agreement,  the
other Loan Documents,  the Cases or any documents contemplated by or referred to
herein or  therein  or the  transactions  contemplated  hereby or thereby or any
action taken or omitted by the General  Administrative Agent or Collateral Agent
under or in connection with any of the foregoing;  PROVIDED that no Lender shall
be liable for the  payment  of any  portion  of such  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  resulting solely from,  respectively,  the General Administrative
Agent's or  Collateral  Agent's  gross  negligence  or willful  misconduct.  The
agreements  in this Section shall survive the payment of the Loans and all other
amounts payable hereunder.

               10.8  AGENTS  IN  THEIR  RESPECTIVE  INDIVIDUAL  CAPACITIES.  The
General  Administrative Agent,  Collateral Agent and their respective Affiliates
may make loans to,  accept  deposits  from and  generally  engage in any kind of
business  with the  Borrower  as  though  the  General  Administrative  Agent or
Collateral Agent were not the General  Administrative  Agent or Collateral Agent
hereunder and under the other Loan Documents.  With respect to the Loans made by
it and with respect to any Letter of Credit issued or participated in by it, the
General Administrative Agent and Collateral Agent shall have the same rights and
powers under this  Agreement and the other Loan  Documents as any Lender and may
exercise  the same as though  it were not the  General  Administrative  Agent or
Collateral Agent, and the terms "Lender" and "Lenders" shall include the General
Administrative Agent and Collateral Agent in their individual capacity.

               10.9  SUCCESSOR  AGENT.  The  General   Administrative  Agent  or
Collateral Agent may resign upon 10 days' notice to the Lenders.  If the General
Administrative  Agent or Collateral  Agent shall resign under this Agreement and
the other Loan Documents, then the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders,  which successor agent, shall succeed
to the rights, powers and duties of the General Administrative


<PAGE>
                                                                              63


Agent or  Collateral  Agent  hereunder.  Effective  upon  such  appointment  and
approval,  the  term  "General  Administrative  Agent"  or  "Collateral  Agent",
respectively,   shall  mean  such  successor  agent,  and  such  former  General
Administrative  Agent's  or  Collateral  Agent's  rights,  powers  and duties as
General  Administrative  Agent or Collateral Agent shall be terminated,  without
any  other  or  further  act  or  deed  on  the  part  of  such  former  General
Administrative Agent or Collateral Agent or any of the parties to this Agreement
or any holders of the Loans. After any retiring General  Administrative  Agent's
or Collateral Agent's resignation, the provisions of this Section 10 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
General  Administrative  Agent or Collateral  Agent under this Agreement and the
other Loan Documents.

                            SECTION 11. MISCELLANEOUS

               11.1 AMENDMENTS AND WAIVERS. Neither this Agreement nor any other
Loan Document,  nor any terms hereof or thereof may be amended,  supplemented or
modified  except  as set  forth  in  Section  7.11  or in  accordance  with  the
provisions of this Section or another  Section hereof  expressly  specifying the
method of amendment.  The Required  Lenders may, or, with the written consent of
the Required Lenders,  the General  Administrative Agent may, from time to time,
(a)  with  the  Borrower,   enter  into  written   amendments,   supplements  or
modifications  hereto  and to the other  Loan  Documents  or the  Orders for the
purpose of adding any provisions to this Agreement,  the other Loan Documents or
the  Orders or  changing  in any  manner  the  rights of the  Lenders  or of the
Borrower  hereunder or thereunder or (b) waive,  on such terms and conditions as
the Required  Lenders or the General  Administrative  Agent, as the case may be,
may specify in such instrument, any of the requirements of this Agreement or the
other Loan  Documents  or the Orders or any  Default or Event of Default and its
consequences;  PROVIDED,  HOWEVER,  that no such  waiver and no such  amendment,
supplement or  modification  shall (i) reduce the amount or extend the scheduled
date of maturity of any Loan,  or reduce the stated rate of any  interest or fee
payable  hereunder  or extend  the  scheduled  date of any  payment  thereof  or
increase the amount or extend the  expiration  date of any Lender's  Commitment,
increase the total amount of Commitments by more than  $10,000,000 or extend the
expiry  date of any  Letter of Credit  beyond  the date  referred  to in Section
3.1(a),  or modify the  provisions  of Section  4.9,  in each case  without  the
consent  of each  Lender  affected  thereby,  (ii)  amend,  modify  or waive any
provision of this Section or reduce the  percentage  specified in the definition
of Required Lenders, or consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement, the other Loan Documents
and the Orders or release all or substantially  all of the Collateral,  or amend
or modify  Section 3 of the  Guarantee  and  Collateral  Agreement to include as
additional  Collateral,  or otherwise  take Liens on or security  interests  in,
Materials of Environmental  Concern or real or personal property utilized in the
transport,  storage or  processing  of Materials of  Environmental  Concern,  or
release all or substantially  all of the Guarantors from their obligations under
the Guarantee and Collateral Agreement, in each case without the written consent
of all the Lenders, (iii) waive any Event of Default under Sections 9(p) or 9(q)
without the  written  consent of the  holders of 50.1% of the  Revolving  Credit
Commitments  (or, if the Revolving  Credit  Commitments  shall have  terminated,
50.1% of the Extensions of Credit then outstanding), (iv) amend, modify or waive
any provision of subsection 4.9(d) or Section 10 without the written


<PAGE>
                                                                              64


consent of the General  Administrative  Agent and Collateral  Agent,  (v) amend,
modify  or  waive  Sections  4.9(d),  (e) and (f)  without  the  consent  of the
Collateral  Agent or (vi)  amend,  modify or waive any  provision  of  Section 3
without the written consent of the Issuing Lender.  Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Borrower,  the Lenders, the General Administrative
Agent and Collateral  Agent and all future holders of the Loans.  In the case of
any waiver, the Borrower,  the Lenders and the General  Administrative Agent and
Collateral  Agent  shall  be  restored  to their  former  positions  and  rights
hereunder  and under the  other  Loan  Documents,  and any  Default  or Event of
Default  waived shall be deemed to be cured and not  continuing;  no such waiver
shall extend to any  subsequent  or other  Default or Event of Default or impair
any right consequent  thereon.  If the Borrower  requests an amendment or waiver
that requires all Lenders'  consent,  and the consent of the Required Lenders is
obtained but the consent of all Lenders is not  obtained,  the Lender or Lenders
which  withheld  consent  may be  replaced  involuntarily  through an  amendment
approved by all  Required  Lenders,  the General  Administrative  Agent and upon
payment in full of all amounts owing to such non-consenting Lender.

               11.2  NOTICES.  All notices,  requests and demands to or upon the
respective  parties  hereto to be effective  shall be in writing  (including  by
facsimile  transmission) and, unless otherwise expressly provided herein,  shall
be deemed to have been duly given or made (a) in the case of  delivery  by hand,
when  delivered,  (b) in the case of  delivery  by mail,  three days after being
deposited  in the mails,  postage  prepaid,  or (c) in the case of  delivery  by
facsimile transmission,  when sent and receipt has been confirmed,  addressed as
follows in the case of the Borrower,  the General  Administrative  Agent, and as
set forth in Schedule 1.1B in the case of the other parties  hereto,  or to such
other address as may be hereafter notified by the respective parties hereto:

    The Borrower:            Safety-Kleen Services, Inc.
                             1301 Gervais Street, 3rd Floor
                             Columbia, South Carolina  29201
                             Attention: Chief Executive Officer
                                        Larry Singleton, Chief Financial Officer
                                        Henry Taylor, Esq., General Counsel

                             Fax: (803) 933-4346

                             with a copy to:

                             Skadden, Arps, Slate, Meagher & Flom
                             333 West Wacker Drive
                             Chicago, Illinois 60606
                             Attention: David Kurtz, Esq.
                             Fax: (312) 407-0411


<PAGE>
                                                                              65


    The General Administrative
    Agent:                   Toronto Dominion (Texas), Inc.
                             909 Fannin Street, Suite 1700
                             Houston, Texas 77010
                             Attention:  Jano Mott
                             Fax: (713) 951-9921

                             with a copy to:

                             TD Securities (USA) Inc.
                             31 W. 52nd Street
                             New York, New York 10019
                             Attention: Peter S. Spielman
                             Fax:  (212) 827-7233

                                      and

                             Simpson Thacher & Bartlett
                             425 Lexington Avenue
                             New York, New York 10017
                             Attention:  Mark Thompson, Esq.
                             Fax:  (212) 455-2502

                                      and

                             Weil, Gotshal & Manges LLP
                             767 Fifth Avenue
                             New York, New York 10153
                             Attention: Harvey R. Miller, Esq. and
                                        John J. Rapisardi, Esq.
                             Fax:  (212) 310-8007

PROVIDED   that  any   notice,   request  or  demand  to  or  upon  the  General
Administrative  Agent or the Lenders pursuant to Sections 2.2, 2.4, 4.2, 4.3 and
4.4 shall not be effective until received.

               11.3 NO WAIVER;  CUMULATIVE REMEDIES.  No failure to exercise and
no delay in exercising,  on the part of the General  Administrative Agent or any
Lender, any right,  remedy, power or privilege hereunder or under the other Loan
Documents  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and  privileges  herein  provided are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by law.

               11.4   SURVIVAL   OF   REPRESENTATIONS   AND   WARRANTIES.    All
representations  and warranties made hereunder,  in the other Loan Documents and
in any  document,  certificate  or


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                                                                              66


statement  delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Agreement and the making of the Loans hereunder.

               11.5  PAYMENT OF  EXPENSES  AND TAXES.  The  BORROWER  agrees (a)
subject  to the  terms of the  Final  Order,  to pay or  reimburse  the  General
Administrative  Agent, the Collateral Agent and Steering Committee for all their
respective  out-of-pocket  costs and expenses  incurred in  connection  with the
development,  preparation  and  execution of, and any  amendment,  supplement or
modification  to, this Agreement,  the other Loan Documents,  the Orders and any
other  documents  prepared  in  connection   herewith  or  therewith,   and  the
consummation  and  administration  of the transactions  contemplated  hereby and
thereby, including, without limitation, the reasonable fees and disbursements of
Simpson  Thacher  &  Bartlett,  counsel  to the  General  Administrative  Agent,
Otterbourg  Steindler Handler & Rosen, P.C., counsel to CIT, and Weil, Gotshal &
Manges LLP, counsel to the Steering  Committee,  (b) subject to the terms of the
Final  Order,  to pay or  reimburse  each Lender for all its costs and  expenses
incurred in connection  with the enforcement or preservation of any rights under
this  Agreement,  the  other  Loan  Documents  and  any  such  other  documents,
including,  without  limitation,  the fees and  disbursements of counsel to each
Lender and of counsel to the General  Administrative Agent and Collateral Agent,
(c) to pay,  indemnify,  and hold  each  Lender,  the  Collateral  Agent and the
General  Administrative  Agent  harmless  from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying,  stamp,  excise  and  other  taxes,  if any,  which  may be  payable  or
determined  to be payable in  connection  with the execution and delivery of, or
consummation or  administration  of any of the transactions  contemplated by, or
any amendment,  supplement or modification of, or any waiver or consent under or
in respect  of,  this  Agreement,  the other Loan  Documents  and any such other
documents,  (d) subject to the terms of the Final  Order,  to pay all the actual
and  reasonable  expenses of the General  Administrative  Agent,  the Collateral
Agent and the  Steering  Committee  related  to this  Agreement,  the other Loan
Documents,  the Orders,  the Revolving Credit Loans, the Letters of Credit or in
connection  with  the  Cases  (including,   without  limitation,   the  on-going
monitoring  by the  General  Administrative  Agent,  each  Underwriter  and  the
Steering   Committee  of  the  Cases,   including   attendance  by  the  General
Administrative  Agent,  each Underwriter and the Steering  Committee,  and their
respective  counsel at hearings or other  proceedings and the on-going review of
documents filed with the Bankruptcy Court) and (e) to pay,  indemnify,  and hold
each Lender, the Collateral Agent and the General  Administrative Agent harmless
from and against any and all other liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery,  enforcement,
performance and  administration of this Agreement,  the other Loan Documents and
any such other documents,  including,  without limitation,  any of the foregoing
relating  to the  violation  of,  noncompliance  with or  liability  under,  any
Environmental  Law  applicable  to the  operations of the Borrower or any of its
Subsidiaries or any of the facilities or properties owned, leased or operated by
the Borrower or any of its  Subsidiaries  (all the foregoing in this clause (e),
collectively,  the "indemnified liabilities"),  PROVIDED that the Borrower shall
have no obligation hereunder to any person seeking  indemnification with respect
to  indemnified  liabilities  arising  from  the  gross  negligence  or  willful
misconduct of such person.  Without  limiting the  foregoing,  and to the extent
permitted by applicable  law, the Borrower  agrees,  and shall cause each of its
Subsidiaries to agree, not to assert, and hereby waives and agrees to cause each
of its Subsidiaries to waive, all rights for


<PAGE>
                                                                              67


contribution  or any other rights of recovery  with respect to all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  of  whatever  kind or nature  whatsoever,  under or
related  to  Environmental  Laws,  that any of them  might  have by  statute  or
otherwise  against  each  Lender  and  the  General  Administrative  Agent.  The
agreements in this Section  shall  survive  repayment of the Loans and all other
amounts payable hereunder.

               11.6 SUCCESSORS AND ASSIGNS;  PARTICIPATIONS AND ASSIGNMENTS. (a)
This  Agreement  shall be binding upon and inure to the benefit of the Borrower,
the  Lenders,  the  General  Administrative  Agent,  all  future  holders of the
Extentions of Credit and their  respective  successors and assigns,  except that
the Borrower may not assign or transfer any of its rights or  obligations  under
this Agreement without the prior written consent of each Lender.

               (b) Any Lender  may,  in the  ordinary  course of its  commercial
banking or  institutional  financial  business and in accordance with applicable
law,  at any time sell to one or more banks or other  entities  ("Participants")
participating interests in any Loan owing to such Lender, any Commitment of such
Lender or any other  interest of such Lender  hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant,  such Lender's  obligations  under this Agreement to the other
parties to this  Agreement  shall  remain  unchanged,  such Lender  shall remain
solely  responsible  for the performance  thereof,  such Lender shall remain the
holder of any such Loan or other  interest for all purposes under this Agreement
and the other Loan  Documents,  and the Borrower and the General  Administrative
Agent shall  continue to deal solely and directly with such Lender in connection
with such Lender's  rights and  obligations  under this  Agreement and the other
Loan  Documents.  No  Lender  shall  be  entitled  to  create  in  favor  of any
Participant, in the participation agreement pursuant to which such Participant's
participating  interest  shall be  created or  otherwise,  any right to vote on,
consent to or approve any matter  relating to this  Agreement  or any other Loan
Document  except for those  specified  in clauses (i) and (ii) of the proviso to
Section  11.1.  The  Borrower  agrees  that if  amounts  outstanding  under this
Agreement  are due or unpaid,  or shall have been  declared or shall have become
due and payable upon the  occurrence  of an Event of Default,  each  Participant
shall, to the maximum extent  permitted by applicable law, be deemed to have the
right of setoff in respect of its participating  interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing  directly to it as a Lender under this  Agreement,  PROVIDED that, in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the  Lenders  the  proceeds  thereof as provided in Section
11.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that
each  Participant  shall be entitled to the benefits of Sections 4.11, 4.12, and
4.13 with respect to its  participation in the Revolving Credit  Commitments and
the Loans and other amounts outstanding from time to time as if it was a Lender;
PROVIDED that, in the case of Section 4.12, such Participant shall have complied
with the requirements of said Section and PROVIDED, FURTHER, that no Participant
shall be entitled to receive any  greater  amount  pursuant to any such  Section
than the transferor Lender would have been entitled to receive in respect of the
amount  of the  participation  transferred  by such  transferor  Lender  to such
Participant had no such transfer occurred.


<PAGE>
                                                                              68


               (c) Any Lender  may,  in the  ordinary  course of its  commercial
banking or  institutional  financial  business and in accordance with applicable
law, at any time and from time to time assign to any Lender, an Approved Fund of
any Lender,  or any  affiliate  thereof or, with the consent of the Borrower and
the General  Administrative  Agent (which in each case shall not be unreasonably
withheld or delayed),  to an additional bank, financial  institution or fund (an
"ASSIGNEE") all or any part of its rights and  obligations  under this Agreement
and  the  other  Loan  Documents  pursuant  to  an  Assignment  and  Acceptance,
substantially  in the  form  of  Exhibit  H,  executed  by such  Assignee,  such
assigning Lender (and, in the case of an Assignee that is not then a Lender,  an
Approved Fund of any Lender,  or an affiliate  thereof,  by the Borrower and the
General  Administrative Agent) and delivered to the General Administrative Agent
for  its  acceptance  and  recording  in the  Register,  PROVIDED  that  no such
assignment  to an  Assignee  (other than any Lender,  any  Approved  Fund of any
Lender, or any affiliate  thereof) shall be in an aggregate  principal amount of
less than $5,000,000 and,  PROVIDED,  further,  that the assigning  Lender shall
retain a  Commitment,  after  giving  effect to such  assignment,  not less than
$5,000,000,  (other  than in the  case  of an  assignment  of all of a  Lender's
interests  under this  Agreement)  in each case unless  otherwise  agreed by the
Borrower and the General  Administrative  Agent. Upon such execution,  delivery,
acceptance and recording,  from and after the effective date determined pursuant
to such Assignment and Acceptance,  (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such  Assignment and Acceptance,  have the
rights and  obligations  of a Lender  hereunder  with a Commitment  as set forth
therein,  and (y) the assigning Lender  thereunder shall, to the extent provided
in such Assignment and Acceptance,  be released from its obligations  under this
Agreement (and, in the case of an Assignment and Acceptance  covering all or the
remaining  portion of an assigning  Lender's rights and  obligations  under this
Agreement,   such   assigning   Lender  shall  cease  to  be  a  party  hereto).
Notwithstanding  any  provision of this  paragraph (c) and paragraph (e) of this
Section,  the  consent  of the  Borrower  shall  not be  required,  and,  unless
requested by the Assignee  and/or the assigning  Lender,  new Notes shall not be
required to be executed and delivered by the Borrower,  for any assignment which
occurs  at any time  when any  Event  of  Default  shall  have  occurred  and be
continuing.

               (d) The General  Administrative Agent, on behalf of the Borrower,
shall maintain at the address of the General Administrative Agent referred to in
Section  11.2 a copy of each  Assignment  and  Acceptance  delivered to it and a
register (the  "REGISTER") for the recordation of the names and addresses of the
Lenders and the Revolving  Credit  Commitments of, and principal  amounts of the
Loans owing to, each Lender from time to time. The entries in the Register shall
be conclusive,  in the absence of manifest error, and the Borrower,  the General
Administrative  Agent and the Lenders may (and, in the case of any Loan or other
obligation  hereunder  not  evidenced by a Note,  shall) treat each Person whose
name is  recorded  in the  Register  as the owner of a Loan or other  obligation
hereunder as the owner thereof for all purposes of this  Agreement and the other
Loan Documents,  notwithstanding  any notice to the contrary.  Any assignment of
any  Loan or  other  obligation  hereunder  not  evidenced  by a Note  shall  be
effective only upon  appropriate  entries with respect thereto being made in the
Register.

               (e) Upon its receipt of an Assignment and Acceptance  executed by
an assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender, an Approved Fund of any Lender, or an affiliate  thereof,  by the
Borrower and the General Administrative


<PAGE>
                                                                              69


Agent) together with payment to the General Administrative of a registration and
processing fee of $3,500,  the General  Administrative  Agent shall (i) promptly
accept such  Assignment and Acceptance and (ii) on the effective date determined
pursuant  thereto record the information  contained  therein in the Register and
give notice of such acceptance and recordation to the Lenders and the Borrower.

               (f) The  Borrower  authorizes  each  Lender  to  disclose  to any
Participant or Assignee (each, a "TRANSFEREE")  and any prospective  Transferee,
subject to the provisions of Section 11.15, any and all financial information in
such  Lender's  possession  concerning  the  Borrower and its  Subsidiaries  and
Affiliates  which  has been  delivered  to such  Lender  by or on  behalf of the
Borrower  pursuant to this  Agreement or which has been delivered to such Lender
by or on  behalf  of the  Borrower  in  connection  with  such  Lender's  credit
evaluation of the Borrower and its Subsidiaries and Affiliates prior to becoming
a party to this Agreement.

               (g) For  avoidance  of  doubt,  the  parties  to  this  Agreement
acknowledge  that the provisions of this  subsection  concerning  assignments of
Loans and Notes relate only to absolute  assignments and that such provisions do
not  prohibit  assignments  creating  security  interests,   including,  without
limitation,  any  pledge  or  assignment  by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

               11.7 ADJUSTMENTS;  SET-OFF.  (a) Except as provided in subsection
4.3(i),  if any Lender (a  "BENEFITTED  Lender")  shall at any time  receive any
payment of all or part of its  Extensions  of Credit,  or interest  thereon,  or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off or otherwise),  in a greater  proportion  than any such payment to or
collateral  received  by any other  Lender,  if any,  in  respect  of such other
Lender's  Extensions of Credit, or interest thereon such benefitted Lender shall
purchase  for cash  from the  other  Lenders a  participating  interest  in such
portion of each such other Lender's  Extensions of Credit, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be  necessary  to cause  such  benefitted  Lender to share  the  excess
payment or benefits of such  collateral  or  proceeds  ratably  with each of the
Lenders (to the extent required by the foregoing clause (i)) PROVIDED,  HOWEVER,
that if all or any  portion of such excess  payment or  benefits  is  thereafter
recovered from such benefitted Lender, such purchase shall be rescinded, and the
purchase  price and  benefits  returned,  to the  extent of such  recovery,  but
without interest. The General Administrative Agent shall use its best efforts to
provide  calculations and documentation needed to effect such participations and
to arrange a simultaneous closing of such participations.

               (b) In  addition  to  any  rights  and  remedies  of the  Lenders
provided by law,  each Lender shall have the right,  without prior notice to the
Borrower,  any such notice being expressly  waived by the Borrower to the extent
permitted by  applicable  law,  upon any amount  becoming due and payable by the
Borrower  hereunder  (whether  at  the  stated  maturity,   by  acceleration  or
otherwise) to set-off and  appropriate and apply against such amount any and all
deposits  (general or special,  time or demand,  provisional  or final),  in any
currency,  and any other credits,  indebtedness or claims,  in any currency,  in
each case  whether  direct or  indirect,  absolute  or  contingent,  matured  or
unmatured, at any time held or owing by such Lender or any branch,


<PAGE>
                                                                              70


agency or Affiliate thereof to or for the credit or the account of the Borrower.
Each  Lender   agrees   promptly  to  notify  the   Borrower   and  the  General
Administrative Agent after any such set-off and application made by such Lender,
PROVIDED  that the failure to give such notice  shall not affect the validity of
such set-off and application.

               (c) Notwithstanding  the foregoing  provisions of this subsection
11.7,  no Lender  shall  institute  any  proceeding  to collect any amounts owed
hereunder  or exercise  any  remedies  (including  setoff)  with  respect to the
amounts owed to it unless such Lender  shall  comply with the notice  procedures
and time periods applicable to the exercise of remedies contained in the Orders.

               11.8 COUNTERPARTS.  This Agreement may be executed by one or more
of the  parties  to  this  Agreement  on any  number  of  separate  counterparts
(including  by  facsimile  transmission),  and  all of said  counterparts  taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this  Agreement  signed by all the  parties  shall be lodged  with the
Borrower and the General Administrative Agent.

               11.9  SEVERABILITY.  Any  provision  of this  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such JURISDICTION,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

               11.10  INTEGRATION.  This  Agreement and the other Loan Documents
represent the agreement of the Borrower,  the General  Administrative Agent, and
the  Lenders  with  respect  to the  subject  matter  hereof,  and  there are no
promises,   undertakings,   representations   or   warranties   by  the  General
Administrative  Agent or any  Lender  relative  to  subject  matter  hereof  not
expressly set forth or referred to herein or in the other Loan Documents.

               11.11   GOVERNING   LAW.  THIS   AGREEMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE GOVERNED BY, AND  CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

               11.12  SUBMISSION TO  JURISDICTION;  WAIVERS.  Each party to this
Agreement hereby irrevocably and unconditionally:

               (a)  submits for itself and its  property in any legal  action or
          proceeding  relating to this Agreement and the other Loan Documents to
          which  it is a  party,  or  for  recognition  and  enforcement  of any
          judgement   in  respect   thereof,   to  the   non-exclusive   general
          jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does
          not have (or abstains from)  jurisdiction,  courts of the State of New
          York,  the courts of the United  States of  America  for the  Southern
          District of New York, and appellate courts from any thereof;


<PAGE>
                                                                              71


               (b) consents that any such action or proceeding may be brought in
          such courts and waives any objection that it may now or hereafter have
          to the venue of any such  action or  proceeding  in any such  court or
          that such action or proceeding  was brought in an  inconvenient  court
          and agrees not to plead or claim the same;

               (c)  agrees  that  service  of  process  in any  such  action  or
          proceeding  may be effected by mailing a copy thereof by registered or
          certified mail (or any  substantially  similar form of mail),  postage
          prepaid,  to such party at its  address  set forth in Section  11.2 or
          Schedule  1.1C or at such other  address of which each  Administrative
          Agent shall have been notified pursuant thereto;

               (d) agrees that  nothing  herein shall affect the right to effect
          service of process in any other manner permitted by law or shall limit
          the right to sue in any other jurisdiction; and

               (e) waives,  to the maximum  extent not  prohibited  by law,  any
          right  it may  have  to  claim  or  recover  in any  legal  action  or
          proceeding  referred to in this  subsection  any  special,  exemplary,
          punitive or consequential damages.

               11.13 ACKNOWLEDGMENTS. Borrower hereby acknowledges that:

               (a) it has been advised by counsel in the negotiation,  execution
          and delivery of this Agreement and the other Loan Documents;

               (b) neither the General  Administrative  Agent nor any Lender has
          any fiduciary relationship with or duty to the Borrower arising out of
          or in  connection  with  this  Agreement  or  any of  the  other  Loan
          Documents,  and the  relationship  between the General  Administrative
          Agent and Lenders,  on one hand, and the Borrower,  on the other hand,
          in  connection  herewith  or  therewith  is solely  that of debtor and
          creditor; and

               (c) no joint  venture  is  created  hereby or by the  other  Loan
          Documents   or  otherwise   exists  by  virtue  of  the   transactions
          contemplated  hereby among the Lenders or among such  Borrower and the
          Lenders.

               11.14  WAIVER OF JURY TRIAL.  EACH OF THE  BORROWER,  THE GENERAL
ADMINISTRATIVE  AGENT AND THE LENDERS  HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY
WAIVES  TRIAL  BY  JURY IN ANY  LEGAL  ACTION  OR  PROCEEDING  RELATING  TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

               11.15  CONFIDENTIALITY.  Each Lender agrees to keep  confidential
all  non-public  information  provided  to it by the  Borrower  pursuant to this
Agreement  that is  designated  by the  Borrower  in  writing  as  confidential;
PROVIDED that nothing  herein shall prevent any Lender from  disclosing any such
information (i) to its affiliates, the General Administrative Agent or any other
Lender,  (ii) to any  Transferee  which agrees to comply with the  provisions of
this  subsection,   (iii)


<PAGE>
                                                                              72


to  its  employees,   directors,   agents,  attorneys,   accountants  and  other
professional advisors, or to direct or indirect contractual counterparts in swap
agreements   relating   to  swaps  with  the   Borrower   or  such   contractual
counterparties'   professional  advisors  provided  that  any  such  contractual
counterparty or its professional  advisors shall agree to keep such confidential
information  confidential,  (iv) upon the request or demand of any  Governmental
Authority having  jurisdiction over such Lender, (v) in response to any order of
any  court or other  Governmental  Authority  or as may  otherwise  be  required
pursuant to any Requirement of Law, (vi) which has been publicly disclosed other
than in breach of this Agreement,  or is currently  publicly  available or is in
the  possession  of a Lender on a  nonconfidential  basis or is  disclosed  to a
Lender on a nonconfidential basis by a person who in so doing has not violated a
duty of confidentiality  owing to the Borrower (vii) to the National Association
of  Insurance  Commissioners  or any  similar  organization  or  any  nationally
recognized  rating agency that requires  access to information  about a Lender's
investment  portfolio in  connection  with  ratings  issued with respect to such
Lender or (viii) in connection with the exercise of any remedy hereunder.


<PAGE>


               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
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/ Henry H. Taylor
                                 --------------------------------------
                                 Name:  Henry H. Taylor
                                 Title: President


<PAGE>



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

                              By:    /s/ Warren Finlay
                                  --------------------------------------
                                  Name  Warren Finlay
                                        President

                              THE TORONTO-DOMINION BANK,
                                 HOUSTON AGENCY
                                 as Issuing Lender

                              By:  /s/ Warren Finlay
                                  --------------------------------------
                                  Name:  Warren Finlay
                                  Title: Vice President


<PAGE>



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

                              By:  /s/ Peter L. Skavla
                                 --------------------------------------
                                 Name  Peter L. Skavla
                                Title: Vice President


<PAGE>



                              BANK OF AMERICA, N.A.

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


<PAGE>



                              BANK ONE, NA

                              By:  /s/ illegible
                                 --------------------------------------
                                 Name   illegible
                                 Title: Vice President


<PAGE>



                              GOLDMAN SACHS CREDIT PARTNERS, L.P.

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


<PAGE>



                                                                SCHEDULE 1.1A TO
                                                                CREDIT AGREEMENT

                             COMMITMENTS OF LENDERS

Lender                                       Commitment
Toronto Dominion (Texas), Inc.              $45,000,000
The CIT Group/Business Credit, Inc          $30,000,000
Bank of America, N.A.                        $5,000,000
Bank One, NA                                 $5,000,000
Goldman Sachs Credit Partners, L.P.         $15,000,000
                                            ===========
Total Commitments                          $100,000,000




<PAGE>


                                                                SCHEDULE 1.1B TO
                                                                CREDIT AGREEMENT

                              ADDRESSES FOR NOTICE


TORONTO DOMINION (TEXAS), INC.               BANK ONE, N.A.
909 Fannin, Suite 1700                       Southeast States
Houston, Texas  77010                        One Bank One Plaza
Attention:  Jano Mott                        17th Floor
Telephone:  713-653-8231                     Mail Code IL 1-0361
Facsimile:  713-951-9921                     Chicago, IL 60670
                                             Attention:  Richard Babcock
                                             Telephone:  312-732-3022
with a copy to                               Facsimile:  312-732-1775

                                             GOLDMAN SACHS CREDIT PARTNERS, L.P.
TD SECURITIES (USA) INC.                     85 Broad Street
31 West 52nd Street                          New YOrk, NY 10004
New York, NY 10019                           Attention:  Jason Colodne
Attention:  Peter S. Spielman                Telephone:  212-375-7869
Telephone:  212-822-7660                     Facsimile:  212-902-3757
Facsimile:  212-827-7233

THE TORONTO-DOMINION BANK, HOUSTON
AGENCY
909 Fannin, Suite 1700
Houston, Texas  77010
Attention:  Jano Mott
Telephone:  713-653-8231
Facsimile:  713-951-9921

THE CIT GROUP/BUSINESS CREDIT, INC.
1211 Avenue of the Americas
New York, New York 10036
Attention: Mark Long
Telephone:  212-536-1274
Facsimile:  212-536-1295

BANK OF AMERICA, NA
335 Madison Avenue
New York, NY 10017
Attention:  William Crawford
Telephone:  212-503-7529
Facsimile:  212-503-7080


<PAGE>


                                                                SCHEDULE 1.1C TO
                                                                CREDIT AGREEMENT

                                BLOCKED ACCOUNTS

 ------------------------------------------------------------------
  Bank                                    Account Number
 ---------------------------------------  -------------------------
  Bank of America, NA                     3750844212
  (Nationsbank)
 ---------------------------------------  -------------------------
  Bank of America, NA                     8188002446
  (Nationsbank)
 ---------------------------------------  -------------------------
  Bank One, N.A.                          1035872
  --------------------------------------  -------------------------
  Bank One, N.A.                          1064716
 ---------------------------------------  -------------------------
  Northern Trust                          99740
 ---------------------------------------  -------------------------
  Wachovia Bank, N.A.                     320652738
---------------------------------------------------------------------

<PAGE>

                                                                SCHEDULE 5.6 TO
                                                                CREDIT AGREEMENT
                                  LITIGATION
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                    Schedule 5.6

LOG #                               NAME OF ACTION                                                  COURT/CASE NUMBER

<S>  <C>                                                                             <C>
042  Part B Permit Appeal - GSX Services of South  Carolina,  Inc. v. South          State of South Carolina, Court of Appeals
     Carolina  Department  of Health and  Environmental  Control,  Citizens          Trial Court Case No.: 94-CP-43-175
     Asking   for  A  Safe   Environment,   Energy   Resource   Foundation,          Consolidated Cases: 94-CP-43-178, 94-CP-40-
     Environmentalists, Inc. County of Sumter and Sumter County Legislative          1412, 94-CP40-1859
     Delegation, Sierra Club

045  Hazardous Waste Treatment Council vs. State of South Carolina, Carroll          Federal District Court of South Carolina -
     A. Campbell,  Jr., in his official capacity and SCDHEC and SC Board of          Columbia Division - On Appeal to the 4th
     Health and Environmental Control                                                Circuit Court

089  Spectron, Spectron/Galaxy - Superfund Site Elkton, MD

090  Combustion, Inc. Site - Superfund Site Denham Springs, LA

091  Four County Landfill - Superfund Site Cleveland, Ohio

138  Union Chemical Site - Superfund Site Southope, Maine

147  Resolve Site - Superfund Site North Dartmouth, MA

148  H & M Drum Sites - Superfund Site Dartmouth and Freetown, Mass.

161  Laidlaw Environmental Services (TS), Inc. v Enviropact, Inc.                    Circuit Court for the 6th Judicial Circuit
                                                                                     Pinellas County, FL - Civil Division

169  TERI v. Slocum Equipment                                                        Harris County, Texas District Court

176  Friends of the Earth,  Inc. and Citizens  Local  Environmental  Action          Federal Court Civil Action No. 3:92-1697-17
     Network, Inc. v. Laidlaw Environmental Services (TOC), Inc.                     Supreme Court Civil Action No. 98-822

202  USA v.  Allen-Bradley  Co. et al. CAM-OR  Superfund  Site,  Westville,          US District Court for Northern District of
     Indiana                                                                         Indiana, S. Bend Division Civil Action No. S90-
                                                                                     00593

240  Jumonville  Pipe  &  Machinery  Co.,  Inc.  v.  Laidlaw  Environmental          State of Louisiana, Parish of Iberville 18th
     Services of White Castle, Inc. (f/k/a Briscoe Maphis, Inc.)                     Judicial District Court, No. 44,713

241  The  City  of  Tullahoma,  Tennessee  and  the  City  of  Shelbyville,          Chancery Court of Tennessee, Seventeenth
     Tennessee,  et al. v. Bedford  County,  Tennessee and Kathy K. Prater,          Judicial District, at Shelbyville  No. 17,515
     County Clerk, Bedford County, Tennessee

247  City of Hilliard,  Ohio and Candy Thomas,  Hilliard  Zoning Officer v.          Franklin County Municipal Court - Environmental
                                                                                     Division - Case No.

<PAGE>

                                                                                                                    Schedule 5.6

     Laidlaw Environmental Services (WT), Inc.                                       9410EVH-073703

251  Padres Hacia una Vida Mejor, et al v. Laidlaw, Inc., et al.                     Before the United States EPA and United States
                                                                                     HUD

252  Donald  R.  Palla,   et  al.  v.  County  of  Kern,  et  al.   Laidlaw          Kern County Superior Court, Case No.: 227735
     Environmental  Services Local Committee,  et al. v. County of Kern, et          NFT
     al. Padres Hacia una Vida Mejor, et al. v. County of Kern, et al.               Fresno County Superior Court, Case No.:526493-2
                                                                                     Fresno County Superior Court, Case No.:526433-8

256  Peak Oil - Superfund Site Tampa, Florida

260  Douglas K. Dieter v. The Regents of the University of California,  et.          United States District Court for The Eastern
     al.                                                                             District of California Case No.: CIV-S-95-686
                                                                                     DFL GGH

270  In  Re:  Louisiana  Department  of  Environmental  Quality  &  Laidlaw          Compliance Order No. HE-C-94-0444 (10/18/95)
     Environmental Services, Inc.                                                    Penalty Notice No. HE-P-94-0445 (10/18/95)

275  Tangee E. Daniels,  Individually,  etc., et al.,  Pltfs. v. Akzo Nobel          193rd Judicial District Court, Dallas County,
     Chemicals, Inc. f/k/a Akzo Chemicals,  Inc., et al., including Laidlaw          Texas
     Environmental  Services  (TES),  Inc.  f/k/a  Technical  Environmental          Case Number 95-9149-L
     Services,  Inc.;  Solvent  Service  Company,  Inc.;  and United States
     Pollution Control, Inc.

276  Marti Williams,  Individually,  etc., et al., Plaintiffs v. Akzo Nobel          241st Judicial District Court, Smith County,
     Chemicals, Inc. f/k/a Akzo Chemicals,  Inc., et al., including Laidlaw          Texas
     Environmental  Services (TES),  Inc.,  f/k/a  Technical  Environmental          Case Number 94-2771-C
     Services,  Inc. Defendants,  Solvent Service Company,  Inc. and United
     States Pollution Control, Inc.

295  Wichita North Industrial District - Superfund Site Wichita, Kansas

297  Hardage - Superfund Site McClain County, Oklahoma

298  Ekotek - Superfund Site Salt Lake City, Utah

299  Casmalia Resources - Superfund Site California  (Between Los Angeles &
     San Francisco)

303  United States Pollution Control,  Inc. v. United States of America and          United States District Court of Utah
     U.S. Army (Tooele Army Depot)                                                   No. 93-C-951B

336  Laidlaw Environmental Services (GS), Inc. v. United States of America           Docket No. 95-302C (Judge Gibson) U.S. Court of
                                                                                     Federal Claims

338  Crowley Global Settlement - In re: Laidlaw Environmental  (Recovery) &
     Louisiana Department of Environmental Quality
     Compliance Order No. HE-C-88-0654 (3/7/89)

<PAGE>

                                                                                                                    Schedule 5.6

     Compliance Order No. HE-C-89-0344 (10/16/89)
     Compliance Order No. HE-C-91-0569 (3/25/92)
     Compliance Order No. HE-C-91-0120 (3/25/92)
     Compliance Order No. HE-C-91-0588 (3/30/92)
     Compliance Order No. HE-C-91-0204 (4/3/92)
     Compliance Order No. HE-C-90-0613 (4/3/92)
     Compliance Order No. HE-C-92-0057 (12/28/92)
     Compliance Order No. HE-C-92-0138 (1/7/93)
     Compliance Order No. HE-C-92-0475 (3/29/93)
     Compliance Order No. HE-C-93-0129 (9/13/93)
     Compliance Order No. HE-C-92-0325 (12/2/93)
     Compliance Order No. HE-C-93-0701 (8/29/94)
     Compliance Order No. HE-C-94-0191 (10/7/94)
     Penalty Notice: HE-P-94-0062A  (2/21/94)
     Docket No.: AHD-HP-94040A
     Compliance Order No. HE-C-95-0139 (10/26/95)
     Docket No. AHD-HC-95161
     Compliance Order No. HE-C-95-0363 (10/26/95
     Docket No: AHD-HC-95163
     Penalty Notice No. HE-P-95-0140 (10/26/95)
     Docket No. AHD-HP-95162
     Compliance Order No. HE-C-94-0444 (10/18/95)
     Penalty Notice No. HE-P-94-0445 (10/18/95
     Compliance Order No. HE-C-95-0378 (2/26/96)
     Penalty Notice No. AE-P-95-0379 (3/15/96)
     Compliance Order No. HE-C-95-Compliance Order No. HE-C-94-0419 (4/3/95)
     Penalty Notice No. HE-P-94-0420 (4/3/95)
     Compliance Order No. HE-C-94-0422 (6/30/95Compliance Order
     No. HE-C-94-0525 (6/30/95)
     Penalty Notice No. HE-P-94-0454 (6/30/95Compliance Order No.
     HC-C-96-0260 (11/12/
     Compliance Order No. HC-C-96-0261 (11/12/96

362  Virgie  Adams  et  al.  v.  American  Ecology  Environmental  Services          236th Judicial District Court - Tarrant County,
     Corporation et al.                                                              TX
                                                                                     Case Number 236-165224-96

365  Missouri  Generator/Hazardous  Waste Tax MDNR NOV 10/3/96 Tulsa -- EPA          Circuit Court of Cole County, Missouri: 19th
     ID# OKD 000632737; MO ID #012159 San Antonio -- EPA ID# TXD 052649027;          Judicial Circuit
     MO ID  #013325

<PAGE>

                                                                                                                    Schedule 5.6

     Crowley -- EPA ID# LAD 079464095;  MO ID #012256 Millington -- EPA ID#
     TND  000614321;  MO ID #011053 Case Name:  Excell TSD.  Inc. et al. v.
     Missouri Department of Natural Resourcesb

367  Koshrow B.  Semnani,  d/b/a S.K.  Hart  Engineering  v. United  States          United States District Court, District of Utah,
     Pollution Control, Inc. and USPCI, Inc.                                         Central Division
                                                                                     No. 295 CV 638S  Judge Tena Campbell

370  Sheridan Transportation Company v. ECDC Environmental, L.C.                     96 Civ. 6304 (MGC)

380  ECDC  Environmental,  L.C. v. New York  Marine and  General  Insurance          96 Civ. 6033
     Company

382  Hosannah  Kate  Gordon v. Tahoe City  Public  Utility  District et al.          Superior Court of California, County of Placer
     incl. Laidlaw Environmental Services SEE Related matter 402                     Case No. CV 5281

383  Gary St. Hilaire v. State of Arizona,  et al., incl.  Disposal Control          U.S. District Court, District of Arizona
     Services, Inc.                                                                  CIV 95-1071-PHX-PGR(MS)

388  Vicki McBrayer,  Dennis McBrayer, Adam McBrayer, and Alex McBrayer vs.          Court of Common Pleas, Hilliard County, Ohio
     Laidlaw Environmental Services (WT), Inc., Beaver Adhesives, Inc., OSF          Case No. 97CVC-01-2057
     America,  Inc.,  Medex,  Inc.,  City of Hilliard,  Ohio,  and Board of
     Education of the Hilliard City School District

389  Frank  Manchak v. Chemical  Waste  Management,  Laidlaw  Environmental          US District Court for the District of Delaware;
     Services, Inc. and Rollins Environmental Services, Inc., et al.                 Docket No. 95-709-RRM

398  Appeal of Hong Environmental,  Inc. Contract No.  N62472-92-D-2025              ASBCA NO. 49990 & 50432

400  United States Fidelity and Guaranty Corporation v. Avondale Industries          United States District Court Southern
     Incorporated,  et al.                                                           Mississippi, Eastern Division
                                                                                     Case Number: 4:97CV80LN

402  James R. Courshon, Jr. v. Tahoe City Public Utility  District,  ET AL.          SCV 5426 Superior Court of California, County
     including Laidlaw  Environmental  Services, Inc.                                of Placer

414  Re: Ville Mercier, Quebec Lagoon Remediation                                    Quebec Superior Court, Montreal

418  Application  to Access  Information  Commission  re:  Ministry  of the          Quebec Access to Information Commission
     Environment of Quebec Investigation Results and Report Regarding Ville          Cour du Quebec
     Mercier Lagoons and re:  documents from  government  files relating to
     the Mercier lagoons

430  Lake Hemet Water District v. Beaumont  Concrete Co. Beaumont  Concrete          Riverside County Superior Court
     Company, Inc. v. JTM Industries,  Jim Johnson, Chuck Anderson and Does          Court Case No. 28-89-99
     1-10

440  Bridgeport  Rental and Oil Services (BROS) - Superfund Site (placed on          United States District Court for District of
     NPL in 1983 for remediation)                                                    NJ,
                                                                                     Civil Action # 92-1253, among many others

442  Carlton Gene Rineheart v. Ciba-Geigy Corp. et al.                               United States District Court Middle District of
                                                                                     Louisiana
<PAGE>

                                                                                                                    Schedule 5.6

                                                                                     Docket No. 96-517

443  PJP Landfill - Superfund Site Bridgeport, NJ

444  McDonnell  Douglas  Corporation v. Chester  Engineers,  Inc.,  Laidlaw          U.S. District Court for the District of North
     Environmental Services, Inc. and U.S. Pollution Control, Inc.                   Oklahoma

445  Allen vs. Rollins Environmental Services of Louisiana, Inc.                     18th Judicial District Court, Iberville Parish,
                                                                                     Louisiana
                                                                                     Docket No. 47,254

447  Kevin  Gaudet v. Phillip  Industrial  Services of Texas,  Inc.,  f/k/a          Civil No. 98-2095
     Allwaste Environmental Services of Texas, Inc.                                  14th Judicial District Court for the Parish of
                                                                                     Calcasieu, Louisiana

     Scott  Donaldson  and  Mikelyn  Donaldson  v.  Allwaste  Environmental          Civil No. 98-0796-LC
     Services of Texas, Inc.                                                         S. District Court for the Western District of
                                                                                     Louisiana

     Kennard  P.  Stelly  and  Anthony  Stelly  v.  Allwaste  Environmental          Civil No. 98-0844-LC U.S.
     Services of Texas,  Inc.,  Reliance National  Indemnity Co. and Arthur          District Court for the Western District of
     Lee LaFour                                                                      Louisiana

     Joe Thomas,  Jr. And Kathleen  Thomas v.  Phillip  Services/Louisiana,          Civil No.98-1709
     Inc. and Reliance National Indemnity Company                                    14th Judicial District Court for the Parish of
                                                                                     Calcasieu, Louisiana

     Debra Jackson and James  Jackson,  individually,  and Debra Jackson on          Civil No. 98-0779
     behalf of her three minor children, Shravin Guillory, Shemire Guillory          U.S. District Court for the Western District of
     and Shawna Guillory v. Reliance National Indemnity  Company,  Allwaste          Louisiana
     Environmental Services of Texas, Inc., and Arthur Lee LaFour

     Jeanette Ortego, individually, and on behalf of Joseph Edwin Ortego, a          Civil No. 98-2047
     minor,  and Brandon Keith Wayne Ortego, a minor and Palmer Clint Lewis          14th Judicial Court for the Parish of
     individually  v.  Allwaste  Environmental  Services  of  Texas,  Inc.,          Calcasieu, Louisiana
     Allwaste   Environmental   Services  of  Louisiana,   Inc.,   Allwaste
     Environmental  Services,  Inc., Philip Services of Texas, Inc., Philip
     Services/Louisiana, Inc., Walter Binning and Arthur Lee LaFour

     Edith  Paulette  Webb  and  Denise  Michelle   Templeton  v.  Allwaste

<PAGE>

                                                                                                                    Schedule 5.6
     Environmental  Services of Texas,  Inc.,  Reliance National  Indemnity          Civil No. 98-1857
     Company, Arthur Lee LaFour and Rubicon, Inc.                                    14th Judicial District Court for the Parish of
                                                                                     Calcasieu, Louisiana

     Michael  Edward  White v.  Allwaste  Environmental  Services of Texas,          Civil No. 98-2027
     Inc., Reliance National Indemnity Company and Arthur Lee LaFour                 14th Judicial District Court for the Parish of
                                                                                     Calcasieu, Louisiana

     Jennifer  L.  White,  Amanda  McLelland,  Shirley Jo Medley,  Gary and          Civil No. 98-1697
     Sharla  Lumpkin,  individually  and on behalf of their minor children,          14th Judicial District Court for the Parish of
     Joshua Lumpkin, Caleb Lumpkin and Phillip Lumpkin,  William O. Murray,          Calcasieu, Louisiana
     Mary Kolwyck,  Brenda Joubert,  Vickie Broussard,  individually and on
     behalf of her minor daughter, Jasmine Anderson, Avery E. Pickett, Eric
     Swope,  Chuck and  Jackie  Long,  individually  and on behalf of their
     minor daughter, Jessica Long, Brian Grey, Edith Paulette Webb, Charles
     Webb,  Christy  Templeton,  Gloria Harris,  Charles Cole,  John Fears,
     Joseph Greer and Alice Braxton v. Allwaste  Environmental  Services of
     Texas, Inc.,  Reliance National  Indemnity Company,  Arthur Lee LaFour
     and Rubicon, Inc.

     Robert W. Moore and Laura D. Moore,  et ux, both  individually  and as          Civil No. 98-2060
     next  friends of Robert M. Moore,  their minor  child;  Jeffrey  Allen          14th Judicial District Court for the Parish of
     Moore and Angela Teresa Moore,  et ux, both  individually  and as next          Calcasieu, Louisiana
     friends of Jennifer  Michelle  Moore,  Janie  Morgan Moore and Jeffrey
     Paul  Moore,  their minor  children;  Albert June Moore and Janet Lynn
     Moore,  et ux,  both  individually  and as next  friends of Debra Lynn
     Moore, Annette Inez Moore and Chad Albert Moore, their minor children;
     Harold W.  Gardenhire,  III,  Richard Selas;  Dennis W. Bass, III; all
     motorists  traveling  on  I-10  at  the  time  of  the  accident;  all
     landowners and users affected by the accident;  and all other persons,
     natural and otherwise,  known and unknown, injured by this accident v.
     Rubicon, Inc., Allwaste,  Inc., Allwaste Environmental Services, Inc.,
     Allwaste    Environmental    Services   of   Texas,    Inc.,    Philip
     Services/Louisiana,  Inc.  (f/k/a Allwaste  Environmental  Services of
     Louisiana,  Inc.),  Reliance National  Indemnity  Company,  Arthur Lee
     LaFour and City of Vinton

<PAGE>

                                                                                                                    Schedule 5.6

     Leah  Sterlene  Shelton and Larry  Shelton v.  Allwaste  Environmental          Civil No. 98-1822
     Services of Texas, Inc. and Rubicon, Inc.                                       14th Judicial District Court for the Parish of
                                                                                     Calcasieu, Louisiana

     Deshan Joseph, Randy Martin,  Randy White, Billy Joseph,  Archie Tate,          Civil No. 98-1822
     Raul  Gillen and New  Orleans  Auction  Galleries,  Inc.  v.  Allwaste          14th Judicial District Court for the Parish of
     Environmental Services of Texas, Inc. and ABC Insurance Company                 Calcasieu, Louisiana

     Alton Bert Clark, and wife Sandra Clark,  Michael Ezell, Sr. And wife,          Civil No. 17102
     Tina Ezell and Herbert Fountain v. Allwaste  Environmental Services of          344 Judicial District, Chambers County, Texas
     Texas, Inc., Arthur Lee LaFour and William Water Binning

     Donovan  Troy  Fontenot  and  Angela  Fontenot  v.  Phllip  Industrial          Civil No. 98-2106
     Services of Texas,  Inc.,  formally  known as  Allwaste  Environmental          14th Judicial District Court for the Parish of
     Services of Texas, Inc.                                                         Calcasieu, Louisiana

     George  Hartfield,  et al. v.  Allwaste,  Inc. and  Reliance  National          Civil No. 98-1352
     Indemnity Company                                                               United States Western District of Louisiana

     Hulen  W.  Lovelady  and  Laura  Lovelady  v.  Allstate  Environmental          Civil No. 98-2082
     Services of Texas, Inc., et al.                                                 14th Judicial District Court for the Parish of
                                                                                     Calcaseiu, Louisiana

     Safety-Kleen (Encotec), Inc. v. Aon Risk Services of Texas, Inc. f/k/a          Civil No. 98-42540 280th District Court of
     Alexander & Alexander of Texas, Inc.                                            Harris County, Texas

448  Caudill v. Clark Equipment Company, et al.                                      13th Judicial Court for Evangeline Parish,
                                                                                     Louisiana
                                                                                     Third party complaint against Safety-Kleen
                                                                                     (Plaquemine), Inc.
                                                                                     Claim No. 03-05128

453  Florence Robinson, et al. v. Board of Commerce, et al.                          19th Judicial District Court
                                                                                     Parish of East Baton Rouge, Louisiana
     Rollins Environmental Services (LA), Inc. v. Elmer B. Litchfield, East          Action No.  412,867 "D"
     Baton Rouge Parish Sheriff and Tax Collector                                    Action No. 366,285 "M"
                                                                                     Action No. 374,389 "M"
     Rollins  Environmental  Services  (LA),  Inc.  v.  Louisiana  Board of          Their File No. 830-21
     Commerce and Industry No. 366,285 "M"

<PAGE>

                                                                                                                    Schedule 5.6

     19th Judicial  District  Parish of East Baton Rouge,  Louisiana  Their
     File No. 830-21
                             CONSOLIDATED WITH
     Rollins  Environmental  Services  (LA),  Inc.  v.  Louisiana  Board of
     Commerce and Industry No. 374,389 "M" 19th Judicial District Parish of
     East Baton Rouge,  Louisiana Their File No. 830-21
     CONSOLIDATED IN ONE COURT, DEAL WITH IDENTICAL ISSUES.

455  MSOF Corporation, et al. v. Exxon Corporation, et al.                           United States District Court for the Middle
                                                                                     District of Louisiana
                                                                                     C/A No. 94-990-B-M2
                                                                                     consolidated with C/A No. 94-991-BM2
                                                                                     (Their file no. 830-34)

461  United  States  v.  Helen  Kramer,  et al.  and  State  of New  Jersey          U.S. District Court for District of New Jersey
     Department of Environmental Protection v. Almo Anti-Pollution Services          C/A No 89-4340 and C/A No. 89-4380
     Corp. et al. RES (NJ) - Third party defendant

462  Gulf States Utility vs. Safety-Kleen (Baton Rouge)                              Before Louisiana Public Service Commission

463  Infinity Enterprises v. Rollins Environmental Services, Inc.                    Cause No. 96G2466; 239th District Court of
                                                                                     Brazoria County, Texas

466  U.S.  Department  of  Transportation  v. RES (TX)  Notice of  Probable          FRA No. ZROE 97-1 (HMT)
     Violation (NPV)

469  Allen Ray Cochran v. Air Products Manufacturing Corp., et al.                   129th Judicial District Court of Harris County,
                                                                                     Texas
                                                                                     Cause No. 97-10585

470  In the Matter of Rollins Environmental Services (TX), Inc. v. U.S. EPA          Administrative Proceeding at EPA Regional
     Region 6, Dallas, Texas                                                         Office
                                                                                     Docket No. RCRA VI - 106-H

471  USA ex rel William Hesser v. Aptus, Inc., George A. Jacobson, et al.            Civil No. 95-00464 DAE
                                                                                     U.S. District Court, District of Hawaii

472  City of Bremerton vs. Laidlaw Environmental Services (GS), Inc.                 Superior Court of Washington for Kitsap County
                                                                                     Case Number 972027308

479  Melvin Beuford v. Rollins Company,  et al incl. Laidlaw  Environmental          Municipal Court of California, County of
     Services of California Inc.                                                     Los Angeles
                                                                                     Case No. 97K21123

480  Tara Nicole Dowd,  individually  and on behalf of her minor  daughter,          19th Judicial District Court Parish of East
     Taylor  Dowd  v.  Rollins  Chempak  Inc.,  Ron  Chandler,  Continental          Baton Rouge, LA
     Insurance Company and ABC Insurance Company                                     No. C 431314  Div: C

483  Quang Pham v. Keith Gehring and Laidlaw Environmental Services, Inc.            State of Washington, Superior Court for King
                                                                                     County
                                                                                     98-2-03737-7SEA

484  Estate of Juan Carlos  Alvarez,  et al v. Manuel Lucas Olivera,  et al          Superior Court of California, Los Angeles
     incl. Laidlaw Environmental Services of California, Inc.                        County
                                                                                     No. BC182134
<PAGE>

                                                                                                                    Schedule 5.6

485  Hanh Thi Kim Nguyen v. Laidlaw  Environmental  Services of California,          Municipal Court of California, County of Los
     Inc., et al                                                                     Angeles, Burbank
                                                                                     Judicial District, No. 97C01444

489  Bareis et al. v. Reynolds Metals Company                                        Circuit Court of Saline County, Ark.- 97-703-02

490  OSHA v. JTM Industries, Inc. RE: Inspection 116485137                           OSHA Review Commission (Little Rock, Ark.)

495  Balfour Beatty Construction v. Metro North Commuter Railway                     Supreme Court of the State of New York, County
                                                                                     of New York
                                                                                     Index No. 98-606355

496  Hollis Road Site-Groundwater contamination. Full Caption as of 6-1-00:          South Carolina Department of Health and
     South  Carolina  Department  of Health and  Environmental  Control vs.          Environmental Control
     Western Atlas, Inc. (f/k/a Litton Industrial Automation Systems, Inc.,          Effective 6-1-00: Court: United States District
     and  successor-in-interest  to Litton Business Systems,  Inc.),  David          Court, Columbia Division, Civil Action No.:
     Bright,   individually   and   d/b/a   Superior   Container   Service,          3:00-1760
     Safety-Kleen  (TG),  Inc.,   Safety-Kleen  Systems  Inc.,  and  Hoover
     Building  Systems,  Inc.

506  Frank  A.  Ciramella  v.  Basic,  Inc.,  a  subsidiary  of  Combustion          Court of Common Please of Lawrence County,
     Engineering,   Inc.,  a  corporation;  AP  Green  Services,  Inc.  and          Pennsylvania
     Bigelow-Liptak  Company, a corporation;  Koppers  Industries,  Inc., a          Civil Division
     subsidiary   of   Koppers   Holdings   Corporation,   a   corporation;
     Safety-Kleen Corp., a corporation;  Union Carbide Corp., Chemicals and          Ciramella - No. 10961-95 CA
     Plastics  Distribution   Division,  a  corporation;   Gojer,  Inc.,  a          Ranshaw -  No. 10963-95 CA
     corporation,   Beaver   Alkali   Products,   a  division  of  Davidson          Jeanette  - No. 10962-95 CA
     Industries, a corporation;  Calgon Corporation, a subsidiary of Merck,          Senko - No. 17-96 CA
     Inc.,;  English  China Clays,  Inc., a  corporation;  Bostik,  Inc., a
     corporation;  Bearings,  Inc., a subsidiary of  Neill-Lavielle  Supply
     Co.,  Inc., a  corporation;  Hazen  Petroleum,  Inc.,  a  corporation;
     Atlantic-Richfield  Co., a corporation;  Gulf Oil Co., a subsidiary of
     Chevron Corp., a corporation

     Claudette Ranshaw,  as Administratrix of the Estate of Joseph S. Palka
     (deceased) v. Safety-Kleen Corp. et al.

     Andrew Jeanette and Antoinette Jeanette v. Safety-Kleen Corp. et al.

     Senko v. Basic, Inc., et al.

507  Stanley Clark v. Safety-Kleen Corp.                                             Superior Court of New Jersey, Law Division
                                                                                     Burlington County

<PAGE>

                                                                                                                    Schedule 5.6

                                                                                     Docket No. BUR-L-980-94

                                                                                     Superior Court of New Jersey (03/17/00)
                                                                                     Appellate Division
                                                                                     Docket No.:  A-1671-99T2

508  William P. Bennett v. Evans Oil of LA, et al.                                   14th JUDC, Parish of Calcasieu, Louisiana
                                                                                     Case No. 95-2573

511  Genevieve B. Wiech,  as Executrix of the Estate of Sylvester E. Wiech,          Court of Common Pleas of Lawrence County
     Deceased, Genevieve B. Wiech, as Personal Representative of the Estate          Pennsylvania, Civil Division
     of Sylvester  E. Wiech,  Deceased,  Genevieve B. Wiech,  as Trustee Ad          No. 145 of 1997
     Litem on  behalf  of all  those  persons  so  entitled  on  behalf  of
     Sylvester E. Wiech,  Deceased and  Genevieve B. Wiech in her own right
     v. A. P. Green Services, Inc., Safety-Kleen Corporation, et al.

512  Jorge Talley v. Safety-Kleen                                                    OCSC Case No.  784605

514  Ronald K.  Soos,  Sr.  and Mina Soos v.  Con-Lux  Coatings  Inc. a New          Superior Court of New Jersey, Law Division,
     Jersey Corp.,  Gulf Oil, a Texas  Corporation;  AP Green  Refractories          Hunterdon County
     Co., a Missouri Corp., Allied  Corporation,  a New Jersey Corporation;          Docket No. HNT-L-154-95
     Safety-Kleen  Corp., a Illinois Corp.,  Able Co., Inc., Baker Co. Inc.
     Charley Corp.;  Dog Co. Inc.; Easy Co. Inc.; Fox Co. Inc.;  George Co.
     Inc.; all Fictious  Corporations,  or other Legal Entities,  locations
     unknown  at  present;  and  Magnesium  Elektron,  Inc.,  a New  Jersey
     Corporation.

517  Alan W. Leighton and Pamela Leighton v. Lori Selstad,  in her capacity          Commonwealth of Massachusetts, Superior Court,
     as  Manager  of   Safety-Kleen   Envirosystems,   Co.,  of   Marlboro,          Worcester County
     Massachusetts,  Safety-Kleen  Envirosystems  Co. and John Doe,  in his          Civil Action No. 98-0210C
     capacity as Manager of  Safety-Kleen  Envirosystems  Co. of  Marlboro,
     Massachusetts Claim No. 55510-00204

523  United States v.  Allegheny  Ludlum et al. - Breslube  Penn  Superfund          Civil Action Number 97-1863
     Site

524  Caldwell  Systems - Superfund  Site  Lenoir,  Caldwell  County,  North
     Carolina

527  Marco P. Colasuono v. Safety-Kleen Corp.                                        Supreme Court of the State of New York, County
                                                                                     of Queens
                                                                                     Index No. 012480/97

531  Bres-Penn - Superfund Site (Coraopolis, PA) United States v. Allegheny          United States District Court- Western District
     Ludlum Corp, et al.                                                             of Pennsylvania: Civil Action #  97-1865

<PAGE>

                                                                                                                    Schedule 5.6

532  SRSNJ - Bayonne Barrel & Drum - Superfund Site Newark, NJ

536  San Gabriel  Valley El Monte  Operable Unit - Superfund site El Monte,
     California

537  Safety-Kleen Envirosystems Company of Puerto Rico, Inc. v. Humberto E.          Commonwealth of Puerto Rico, Court of First
     Escabi Trabal, his wife Irma Trabal, etc.                                       Instance, Superior Court of Mayaguez, Civil
                                                                                     No. IAC 95-0345 (202A)

538  Estes Landfill Contribution Claim - Superfund Site Phoenix, Arizona

540  Kin-Buc  Landfill - Superfund  Site - or Transtech  Industries et. al.          U.S. District Court for the District of New
     vs. A & Z Septic Clean et. al. )                                                Jersey / Civil Action No. 2-90-2578 (HAA

541  Administrative Order and Notice of Civil Penalty Assessment                     New Jersey Department of Environmental
                                                                                     Protection
                                                                                     Log Number:  MRO960145

543  Omega Chemical Company - Superfund Site Whittier, California                    U.S. EPA Region IX

544  Petroleum Products - Superfund Site                                             U.S. EPA

545  Malvern TCE (Petrocon) - Superfund Site                                         CERCLA Action
                                                                                     U.S. EPA Region III

546  SP 35 L.P.  vs  Kwang  Son  Kim,  Youngye  Kim,  US Dry  Cleaners  and          Superior Court of New Jersey County of Hudson
     Safety-Kleen Corp.                                                              #L 3762-98

548  J.C. Pennco - Superfund Site San Antonio, TX                                    TNRCC

550  Marcon Erectors, Inc. - Liability for Additional Clean-up                       NY State Department of Environmental
                                                                                     Conservation
                                                                                     Consent Order 98-12, R9-4583-98-02

554  In the Matter of Laidlaw Environmental  Services,  Inc. Administrative          New Jersey Department of Environmental
     Order and Notice of Civil Administrative Penalty Assessment                     Protection
                                                                                     Air & Environmental Quality Compliance &
                                                                                     Enforcement
                                                                                     Log #A980153 SRA

557  Construction of Railspur                                                        Township of Logan, Gloucester County, New
                                                                                     Jersey Performance Bond No. B1595745 for
                                                                                     Construction of Railspur

562  Taryn Gremillion v. Rollins Environmental Services, et al.                      No. 37,568, Division "K", 19th Judicial
                                                                                     District Court, Parish of East Baton Rouge,
                                                                                     State of Louisiana

566  Timothy R. E. Keeney,  Commissioner  of  Environmental  Protection  v.          Connecticut Superior Court
     Safety-Kleen Corp.                                                              Judicial District of Hartford - New Britain at
                                                                                     Hartford

567  Charles T. Nevins,  Deborah  McCandless  Nevins and McCandless  Fuels,          Superior Court of New Jersey, Gloucester County
     Inc. v. Progressive Fuel Oil Co., Rollins Environmental Services (NJ),          Chancery Division/General Equity
     Inc., et al. a/k/a (Franklinville, New Jersey)                                  Docket No. C-107-91

568  Notice  of  Violation  dated  June 19,  1998 and  August  6, 1998 Utah          Utah Department of Environmental Quality
     Department of Environmental  Quality,  Division of Solid and                    UTD980957088

<PAGE>

                                                                                                                    Schedule 5.6

     Hazardous Waste Warning Letter No. 9808017 - Transporter Requirements

575  City of Hammond  Enforcement  Matter in re:  Safety-Kleen Oil Recovery          City of Hammond Department of Environmental
     Company                                                                         Management Cause No.: HDEM 082797

579  Booth Oil  Administrative  Group v.  Safety-Kleen Corp et al. Robinson          United States District Court - Western District
     Road Remediation Site                                                           of New York Case # 98-CV-0696A

581  Three Sisters Ranch Enterprises v. Laidlaw Environmental et al.                 C-9820683JF

582  Cheri Warner-Friend & Mark D. Friend v. Laidlaw Environmental                   Superior Court, State of Washington, Yakima
                                                                                     County
                                                                                     # 98-3-0056408

586  Hector R. Rivas vs. SK Corporation et al. (See Talley - #512 & Montiel          Case # VC 026692
     - #587)                                                                         Division 4, Second Appellate District, Court of
                                                                                     Appeals

587  Hector Hernandez  Montiel vs.  Safety-Kleen  Corporation (See Talley -          Case #: EC 022324
     #512 & Montiel - #587)                                                          Division 4, Second Appellate District, Court of
                                                                                     Appeals

589  PRC Patterson - Superfund Removal Site Paterson, California                     U. S. EPA Docket # 98-12

590  In the Matter of Safety-Kleen Corporation (SEP Settlement)                      United States Environmental Protection Agency,
                                                                                     Region 5 Pesticides and Toxics Enforcement
                                                                                     Section 5-TSCA-96-014

591  Notice of Violation dated July 9, 1998                                          South Carolina Department of Health and
                                                                                     Environmental Control

593  Laidlaw  Environmental  Services  (TOC),  Inc.  v. The South  Carolina          Administrative Law Judge Division
     Department   of  Health   and   Environmental   Control   (Appeal   of          No. 98-ALJ-07-0478-CC
     Administrative Order 98-32-HW)

594  Pacific  Western  Extruded  Plastics  Company v.  Lilyblad,  Inc.  and          United States District Court, Western District
     Sol-Pro v. Safety-Kleen - Superfund Site                                        of Washington at Tacoma
                                                                                     Case No.: C97-5217 FDB

595  Sydney Mines - Superfund Site Tampa Area, Florida

596  Operating  Industries,  Inc.  (OII) - Superfund  Site  Monterey  Park,
     California

597  FMC Indemnification Matter-Port Of Redwood City - Superfund Site, Port
     of Redwood City, California

599  River Cement Company v. Safety-Kleen Systems, Inc. et al.                       Circuit Court of Jefferson County, Missouri
                                                                                     Case Number CV1994269CCJ3

600  Notices of Violation dated September 17, 1998 - APC ID #: 55005                 New Jersey Department of Environmental
                                                                                     Protection
                                                                                     Air & Environmental Quality Compliance &
                                                                                     Enforcement

601  James J. DeMarco v. Safety Kleen Corporation, and John Doe 1-20                 Superior Court of New Jersey, Law Division,
                                                                                     Gloucester County
                                                                                     Docket No. GLO-L-1686-96

602  Rosalen  Vineberg,  Executrix  of the  Estate  of Norman  Vineberg  v.          Commonwealth of Massachusetts

<PAGE>

                                                                                                                    Schedule 5.6

     Package  Chemical  Co.,  Inc.,  Brenner  Paper & Chemical Co., & Benda          Superior Court Department
     Products,  Inc. v. Package Chemical Co., Inc. v. Vulcan  Chemicals,  a          Civil Action No. 94-4441H
     division of Vulcan Materials  Company,  and PPG Industries,  Inc., and
     Safety-Kleen Corporation

604  Crystal  Flash  Limited   Partnership  of  Michigan  v.   Safety-Kleen          State of Michigan, Circuit Court for the County
     Corporation                                                                     of Kent
                                                                                     Case No. 98-08989

605  Administrative  Order  and  Notice  of  Civil  Administrative  Penalty          New Jersey Department of Environmental
     Assessment dated July 1, 1999                                                   Protection
                                                                                     Air & Environmental Quality Compliance &
                                                                                     Enforcement

606  Sandra J. Clay,  Individually and as the  Administratrix of the Estate          West Virginia, Circuit Court of Marshall County
     of Francis Allen Clay,  deceased v.  Safety-Kleen,  Corporation,  E.I.          Civil Action No. 96-C-231M
     DuPont De  Nemours & Co.,  Sherwin-Williams  Company,  Davis & Wilmar,
     Inc., Exxon Corp., A. And I. Supply Company, Columbia Paint Corp., RMS
     Automotive Paint & Supplies,  Big "A" Auto Parts, Inc., Markay Tornado
     Products,  Inc., John Doe Manufacturers  One Through Twenty,  and John
     Doe Suppliers One Through Twenty.

612  Safety-Kleen Corp. v. Electric Apparatus Company                                Circuit Court - County of Livingston, MI   No.
                                                                                     97-16038 CK

613  In  Re:  Safety-Kleen  Systems,  Inc.  Complaint,   Compliance  Order,          United States Environmental Protection Agency,
     Proposed Civil Penalty and Notice of Opportunity for Hearing                    Region 5
                                                                                     5-RCRA-010-98; Case Number:  ILD980613913

614  Investigation  into the cause of a fire at our Avon (NY)  Accumulation          The New York State Department of Environmental
     Center                                                                          Conservation

625  Stickney/Tyler  Administrative  Group  et  al v.  Safety-Kleen  Enviro          U.S. District Court, Northern District of Ohio,
     Systems Company                                                                 Western Division
                                                                                     3:98CV7538

628  SRSNE - Superfund Site Southington, Connecticut

631  Rowley   Industrial   Park  Corp.  and  Roy  G.  Ferreira  v.  Laidlaw          Commonwealth of Massachusetts, Superior Court
     Environmental Systems (Northeast), Inc.                                         Civil Action No. 98-1853-D

632  William C. Whitehead v. Allied Signal,  Inc. et al. (Hardage Superfund          CIV-97-1877-C
     Site)

634  Lloyd  E.  Speight  v.  Tricil  Environmental  Response,  Inc.  et al.          60th Judicial District Court, Jefferson County,
     including  Laidlaw   Environmental   Services  (FS),  Inc.                      Texas
                                                                                     Case Number B155522

636  Ignes  Guillory,  et  al.  v.  Triad  Transportation,   Union  Carbide          14th Judicial District Court, Calcasieu Parish
     Corporation,  et al.                                                            Guillory:  Court Docket No. 97-7987
     Theresa  Barrett  et  al.  v.  Triad  Transportation,   Union  Carbide          Barrett:     Court Docket No. 97-7864
     Corporation, et al.

637  Estate of Victor Lawrence McDonald and Cheryl  Duplantier  McDonald v.          Civil District Court for the Parish of Orleans,
     Dixie Web Graphic Corporation, Safety-Kleen                                     State of Louisiana
                                                                                     Case Number 199517301

<PAGE>

                                                                                                                    Schedule 5.6
     Corp., et al.

638  Florida Petroleum Reprocessors (FPR) - Superfund Site Davie, Florida

641  SK  Services  (East),   LLC,  a  Utah  Limited  Liability  Company  v.          United States District Court, District of New
     Consolidated Rail Corporation, a Delaware Corporation                           Jersey
                                                                                     98cv5831(JCL)

644  Ramon Gomez v. Safety-Kleen Systems, Inc.

646  Hershberger Landfill - Superfund Site Plain City, Ohio

647  Northside Sanitary Landfill - Superfund Site Zionsville, Indiana

650  Bayou Sorrel - Superfund Site Louisiana

651  Kings Road Landfill - Superfund Site Toledo, Ohio

652  Jonas Sewell  Transfer  Station - Superfund  Site  Deptford  Township,
     Gloucester County, New Jersey

653  Seaboard Chemical - Superfund Site Jamestown, North Carolina

654  Envirotek II - Superfund Site Tonawanda, New York

655  Beede Waste Oil Corporation - Superfund Site

657  Notice of Violation dated January 13, 1999 - Subpart CC                         United States Environmental Protection Agency,
                                                                                     Region 5

658  Dragerton  Investments,  Inc. v. ECDC  Environmental,  L.C. and USPCI,          Third Judicial District Court, Salt Lake
     Inc.                                                                            County, Utah
                                                                                     Case No. 970909686

659  Mobile Tank Car Site - Superfund Louisville, Kentucky

660  The Housing Authority of The City of Miami Beach v. Virogroup,  Inc. a          Circuit Court of the 11th Judicial Circuit in
     Florida  Corporation  & Joseph A.  Alvarez,  P.G.,  in his  individual          and for Miami-Dade County, Florida, General
     capacity.                                                                       Jurisdiction Division
                                                                                     Case No. 98-10668 (25)

664  Third Site Enviro-Chem - Superfund Site Zionsville, Indiana

666  McDonnell Douglas Corporation v. Rollins OPC N/K/A SK (LA) Inc.

671  California  Prop 65/B & P Code  17200 - Michael  R. White et al v. AAD          California Superior Court
     Disposal et al.

672  California  Prop  65\ B & P Code  17200 - Toxic  Injuries  Corporation          California Superior Court
     (TIC) vs. SK

<PAGE>

                                                                                                                    Schedule 5.6

673  Joseph P. Kerlicker and Carol Kerlicker v. Safety-Kleen Systems, Inc.,          Commonwealth of Pennsylvania, County of
     and Safety-Kleen Corp.                                                          Westmoreland
                                                                                     Court of Common Pleas, No. 6458 of 1998

674  Notice of Violation (NPDES) dated June 26, 1998                                 South Carolina Department of Health and
                                                                                     Environmental Control
                                                                                     Bureau of Water, Water Enforcement Division

 Administrative Order No. 99-079-W dated June 15, 1999                               South Carolina Administrative Law Judge
                                                                                     Division
                                                                                     Docket No. 99-ALJ-07-0357-CC, Judge Carolyn C.
                                                                                     Matthews

675  Sicoli & Massaro, Inc. v. Laidlaw Environmental Services, Inc.

677  Adler  et al v.  Southern  California  Water  Co.-Case  # BC  169  892          Superior Court of State of California for
     Anderson  et al v.  Suburban  Water  Systems  et  al-Case  # KC 028524          County of Los Angeles
     Boswell et al v. Suburban  Water Systems et al-Case #KC 027318                  Case BC169892
     Celi et al v. San  Gabriel  Valley  Water Co et  al-Case  # GC  020622
     Criner et al v. San Gabriel  Valley Water Co.-Case # GC 021658
     Demciuc  et al  v.  Suburban  Water  Systems  et  al-Case  #  KC028732
     Dominguez et al v. Southern Ca. Water Co. et al Case# GC 021657

678  Notice  of  Violation   dated  November  6,  1998   Violation   Notice          Illinois Environmental Protection Agency
     #L-1998-01526

679  The United  States for the Use and  Benefit of The Dutra Group and the          U.S. District Court, District of New Jersey
     Dutra Group,  individually  v. ECDC  Environmental,  L.C., SK Services
     (East), LC, Safety-Kleen Corp. and American Home Assurance Co.

681  Western Processing - Superfund Site Kent, Washington

682  Holland Custom Cleaners v. Safety-Kleen Systems, Inc.

685  Ex Parte, Plaintiff Bill Rogers, Wilma Rogers, William L. Rogers, Jr.,          160th Judicial District Court of Dallas County,
     and Beverly Rogers Blackerby v. Safety-Kleen et al.                             Texas
                                                                                     Cause No. DV98-7806

689  M & J Solvent Company - Superfund Site Atlanta, GA

692  Frederick  G.  Sutton,  on behalf of himself  and all other  similarly          Case No. 99-006140, Supreme Court of the State
     situated individuals v Texaco and Safety-Kleen Corp.                            of New York,
                                                                                     County of Nassau

694  Tides Associates Ltd. etc v. Virogroup, Inc.                                    99-3081

695  Divex Site- Superfund Site Columbia, SC

697  Administrative  Order  and  Notice  of  Civil  Administrative  Penalty          New Jersey Department of Environmental
     Assessment dated April 21, 1999                                                 Protection Air & Environmental Quality
                                                                                     Compliance & Enforcement, Log No. D990028

<PAGE>

                                                                                                                    Schedule 5.6

699  Administrative  Order  and  Notice  of  Civil  Administrative  Penalty          New Jersey Department of Environmental
     Assessment dated April 21, 1999                                                 Protection Air & Environmental Quality
                                                                                     Compliance & Enforcement, Log No. D990027

701  James & Linda Mills et al v. SK Corp., SK Encotec, Inc.                         Commonwealth of Ma. Civil Action # 99-2281B

702  Jessie L. Edwards, Debra S. Edwards, Krystal McCright Individually and          District Court of Bowie County, Texas
     as  Representative  of  the  Estate  of  David  C.  McCright,  Melanie          Case No. 99C0613-102
     McCright,  and Leisa Carole McCright v. Safety-Kleen  Corp. et al. (73
     defendants)

704  Signature Combs, Inc. et al v. United States of America et al.                  Civil Action # 98-2968

706  Randy Meadows v. SK Corporation et al.                                          Superior Court of California for County of
                                                                                     Orange
                                                                                     Case No.: 810229

707  Phillip Vavro and Karen Vavro, his wife, Plaintiffs vs. E+E (US), Inc.          In Court of Common Please of Butler County,
     t/d/b/a  a  Chemply,   PPG  Industries,   Inc.,   Fisher   Scientific,          Pennsylvania
     Chemtronics,   Inc.,  Shell  Oil  Company,  Pennzoil  Company  t/d/b/a          AD No. 9-10526
     Penreco,  Safety-Kleen Corp.,  McKesson Chemical Company, and John Doe
     Corporation, Defendants.

708  Ashley  Enterprises,  Inc.  d/b/a Ashley Marina v. Owens Corning f/k/a          Court of Common Pleas, Ninth Judicial Circuit
     Owens Corning Fiberglass,  Corp.,  Containment  Solutions,  Inc. d/b/a          Case No.:  99-CP-10-210
     Fluid  Containment,  Inc.  and  Safety-Kleen  (Encotec),  Inc.,  f/k/a
     Laidlaw Environmental, f/k/a GSX Tank Management, Inc.

710  Environmental Transportation Services, Inc. v. LES et al.                       99-1057BH - In the United States Bankruptcy
                                                                                     Court For the Western District of Oklahoma

711  State of Florida  Dept.  of  Environmental  Protection  v. Wildcat Run          99-2520 in the Circuit Court of the Second
     Venture Corporation (a dissolved Florida Corporation)                           Judicial Circuit in and For Leon County

712  Kem Bros. Trucking,  Inc. v. Darrell L. Twisselman,  et al, incl. LES,          SC 003404 In The North Kem Municipal Court
     Inc.                                                                            Shafter-Wasco Branch, State of Ca

714  United  States   Department   of   Transportation   Federal   Railroad          Federal Railroad Administration No. ZSAF 1999-1
     Administration Notice of Probable Violation                                     (HMT)

715  Administrative  Order  and  Notice  of  Civil  Administrative  Penalty          New Jersey Department of Environmental
     Assessment dated May 28, 1999                                                   Protection
                                                                                     Air & Environmental Quality Compliance &
                                                                                     Enforcement
                                                                                     Log # D990044

716  Notice of Violation issued June 1, 1999                                         Ohio Environmental Protection Agency

721  Hudson County Improvement  Authority (HCIA) v. S.K. Services East, LC,          Superior Court of New Jersey, Law Division,
     Safety-Kleen   Corporation,   American  Home  Assurance   Company  and          Hudson County
     Hackensack Meadowlands Development Commission                                   Docket No. L-5635-99

736  In the Matter of Safety-Kleen (Pinewood) , Inc.                                 US EPA Region 4,  Docket No.  CWA 04-99-1020

<PAGE>

                                                                                                                    Schedule 5.6

737  Continued Use Program - State of Michigan                                       Michigan Department of Environmental Quality

741  Municipality  of St. Paul de  Chateauguay  vs.  Safety-Kleen  Services
     (Mercier) Ltd. - (re Lagoon Matter)

742  Municipality of St Martine v. Safety-Kleen  Services  (Mercier) Ltd. -
     (re Lagoon Matter)

743  Municipality of Ville de Mercier v.  Safety-Kleen  Services  (Mercier)
     Ltd. - (re Lagoon Matter)

744  Municipality  of  Ville  de  Chateauguay  v.   Safety-Kleen   Services
     (Mercier) Ltd. - (re Lagoon Matter)

772  Regina v. Harry Wilson                                                          Ontario Ministry of Transportation
                                                                                     Offense Notice Number:  60030368

773  Regina v. Services Safety-Kleen (Quebec) Ltd                                    Ontario Ministry of Transportation
                                                                                     Offense Notice Number:  50681114

776  Regina v. Brian Delaney                                                         Ontario Ministry of Transportation
                                                                                     Offense Notice Number:  50549036

777  Regina v. Mark Casey                                                            Ontario Ministry of Transportation
                                                                                     Offense Notice Number:  42029147

778  Regina v. Safety-Kleen Ltd.                                                     Ontario Ministry of Transportation
                                                                                     Offense Notice Number:  50449752

796  Regina v. Safety-Kleen Ltd.                                                     Ontario Court of Justice
                                                                                     Offense Notice Number:  50449752

798  Regina v.  Laidlaw  Environmental  Services,  Ltd.  and  Regina v. Cor          Ontario Court of Justice
     Vanderheyden                                                                    Offense Notice Number: 40713306

824  Arkansas DEQ  Compliance  Evaluation  Inspection  of 02/02/99 EPA ID #          Arkansas Department of Environmental Quality
     ARD054575238; Notice of Violation LIS 00-018 issued 02/07/00

825  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII
                                                                                     Docket No. TSCA-8-99-12

826  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Complaint & Notice of
                                                                                     Opportunity for Hearing

827  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-03

828  Utah Department of Environmental  Quality (UDEQ) Stipulation & Consent          UDEQ Notice of Violation (NOV) No. 9812033
     Order No. 9907021                                                               UTD No. 981552177

829  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-06

830  U.S. EPA Region 9, Complaint & Notice of Opportunity for Hearing                U.S. EPA Region VIII, Docket No. TSCA-8-99-06

<PAGE>

                                                                                                                    Schedule 5.6

831  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-14

833  Regina v. Safety-Kleen Ltd and Mark Harding                                     Ontario Court of Justice
                                                                                     Offense Notice Number: 5022244

835  Regina v. Safety-Kleen Ltd. (Charges against Safety)

836  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-16

837  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-20

838  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-19

839  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-22

840  William L. Aaron vs. ViroGroup, Inc.

841  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-15

842  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-17

843  U.S. EPA Region VIII, Complaint & Notice of Opportunity for Hearing             U.S. EPA Region VIII, Docket No. TSCA-8-99-21

845  Safety-Kleen Systems, Inc. v. Commonwealth of Pennsylvania, Department          Environmental Hearing Board
     of Environmental Protection                                                     EHB Docket No. 99-223-R (General Permit
                                                                                     WMGR-040)

846  Pennsylvania Dept. of Environmental Protection vs. SK Systems                   Pennsylvania EPA

847  Safety-Kleen Oil Recovery Company v. Erie Malleable Iron Works                  U.S. District Court for Western District of
                                                                                     Pennsylvania
                                                                                     Civil Action No.:  Erie

849  Regina v. Safety-Kleen Ltd.                                                     Ontario Court of Justice
                                                                                     Offense Notice Number:  42088955

850  Regina v. Safety-Kleen Ltd. (Operating Overweight Vehicle - Dorchester          Ontario Court of Justice
     #1)                                                                             Offense Notice Number:  42088955

851  Regina v. Safety-Kleen Ltd.                                                     Ontario Court of Justice
                                                                                     Offense Notice Number:  3995500041

852  Regina v. Safety-Kleen Ltd.                                                     Ontario Court of Justice
                                                                                     Offense Notice Number:  60030420

853  Regina v. Garry Quinn                                                           Ontario Court of Justice
                                                                                     Offense Notice Number:  50528766

854  Regina vs.  Safety-Kleen  Ltd.  Failure to Maintain  Commercial  Motor          Ontario Court of Justice
     Vehicle as Required by Regulations on July 7, 1999

<PAGE>

                                                                                                                    Schedule 5.6

855  Regina v.  Safety-Kleen  (Quebec) Ltd. - Failure to Ensure  Commercial          Ontario Court of Justice
     Motor Vehicle Conforms to Standards o May 28, 1999

856  Regina v. John Alexander                                                        Ontario Court of Justice
                                                                                     Offense Notice Number:  53103476

857  Rotadyne Corporation v. Safety-Kleen, Corp.                                     Circuit Court, State of Wisconsin, Waukesha
                                                                                     County
                                                                                     Case Number:  99CV1479

859  TNRCC Notice of Enforcement Action, Solid Waste Registration No. 50225          Texas Natural Resources Conservation
     against Safety-Kleen LaPorte, TX Facility                                       Commission, Region 12
                                                                                     Docket No. 1999-0832-IHW-E; Enforcement ID No.
                                                                                     1575

860  Notice of Violation and Potential Penalty, LAD 000 778 514 Enforcement          State of Louisiana Department of Environmental
     Tracking # HE-NP-99-0223                                                        Quality
                                                                                     Docket No. HE-P-99-0223

861  Larry J. Green, Sr. and Sheila Green v. Safety-Kleen Corp., ET AL.              Okaloosa County Circuit Court, Florida
                                                                                     Case Number 99-2256-CA

862  Part B Permit Proceedings (Compliance History Issues)                           State of Ohio Hazardous Waste Facility Board
                                                                                     Case No. 98-M-0518

863  Environmental  Counsel - Issues  related to  violations of the Consent          Ohio EPA
     Order   between   the  Ohio   Environmental   Protection   Agency  and
     Safety-Kleen Corp. dated December 12, 1994

870  Travelers   Insurance   Company  ASO  134  Newbury   Street  Trust  v.          Salem District Court
     Safety-Kleen Corp. and North Shore Lincoln Mercury,  Inc. Commonwealth          Civil Action No. 9936CV1112
     of Massachusetts District Court of Massachusetts case #: 99 36CV1112

874  Stephen Metz vs. Safety-Kleen Corp.                                             Superior Court for the State of California,
                                                                                     County of Los Angeles
                                                                                     Case Number BC217746

875  Appeal  of  Administrative  Order /  Notice  of  Civil  Administrative          NJ Department of Environmental Protection
     Penalty   Assessment  from  New  Jersey  Department  of  Environmental
     Protection dated September 7, 1999

876  State of Nebraska,  ex. rel.  Michael J. Linder,  Directori,  Nebraska          Nebraska Department of Environmental Quality
     Department of Environmental Quality v. Safety-Kleen Systems, Inc.               DEQ/EPA Identification Number NED053316535, 1IS
                                                                                      #59398)

877  Bank One, Colorado, N.A. v. Steven M. Gibson and Carmen Gibson                  Case No. 98CV6932, Div. 14
                                                                                     District Court, City and County of Denver,
                                                                                     Colorado

878  US DOT Notice of Probable Violation RSPA Ref. No. 99-347-SB-EA                  US Department of Transportation

879  Safety-Kleen (TS), Inc., Safety-Kleen (Pinewood), Inc., and Safety-Kleen        United States District Court for the District
     Corp. v. Douglas E. Bryant, Commissioner,  South                                of South Carolina
                                                                                     Columbia Division

<PAGE>

                                                                                                                    Schedule 5.6

     Carolina  Department  of  Health  and  Environmental  Control,  In His          CA No.:  3-99-3322
     Official Capacity, South Carolina Department of Health and Environmental
     Control, and State of South Carolina

880  Administrative  Order  and  Notice  of  Civil  Administrative  Penalty          New Jersey Department of Environmental
     Assessment dated October 6, 1999                                                Protection

883  Complaint and Compliance Order dated September 24, 1999                         United States Environmental Protection Agency,
                                                                                     Region V
                                                                                     Docket No.:  RCRA-5-99-007

884  Notice of  Proposed  Civil  Penalty  dated  September  15, 1999 United          Federal Aviation Administration
     States Department of Transportation                                             No.: 98SO730037

885  Bryson  Adams,  et  al.  v.  Environmental   Purification  Advancement          U.S. District Court, Western District
     Corporation, et al.                                                             Louisiana, Lafayette-Opelousas
                                                                                     Division, C.A. No. 99-1998

886  Notice of Violation dated September 28, 1999 New Jersey  Department of          Bureau of Hazardous Waste Compliance and
     Environmental Protection                                                        Enforcement
                                                                                     Transportation Oversight Unit

887  Notice of Violation (NOV) 99-1151 HWM, N.D.C.C. 23-20.3                         North Dakota Department of Health,
                                                                                     Environmental Health Section

888  Notice of Violation and Request for  Information  dated  September 22,          United States Environmental Protection Agency,
     1999                                                                            Region 5

889  Karl Stearns and Helene Stearns v. Hazmat Environmental, et al.                 Superior Court of New Jersey, Law Divisoin -
                                                                                     Passaic County
                                                                                     Civil Action, Docket No. 60389911

890  Notice of Violation dated November 3, 1999                                      County of Anoka, Minnesota Community Health &
                                                                                     Environmental Services Department

891  McDonnell Douglas Corporation vs. Oil Process Company, et al.                   United States District Court for the Central
                                                                                     District of California, Case Number 99-10159WMB
                                                                                     (Mcx)

892  David Trebil and Jamie Trebil v. Safety-Kleen Corporation, et al.               Superior Court for the State of California,
                                                                                     County of Los Angeles, Case No.: BC219569

893  Norman Reed and Roberta Reed vs. Safety-Kleen Corporation, et al.               Superior Court of the State of California,
                                                                                     County of Los Angeles, Central District
                                                                                     Case Number:  BC219843

894  Terry Brown and Wendy Brown vs. Safety-Kleen Corporation, et al.                Superior Court for the State of California,
                                                                                     County of Los Angeles, Case No. BC219568

895  Antonio Giosa and Ana Maria Giosa vs. Safety-Kleen Corporation, et al.          Superior Court of the State of California,
                                                                                     County of Orange, Case Number 816071

896  Jose and Guadelia Cruz v. Safety-Kleen Corporation, et al.                      Superior Court of the State of California,
                                                                                     County of Los Angeles-Central District.
                                                                                     Case #BC219901

897  Jesus Delaluz vs. Safety-Kleen Corporation, et al.                              Superior Court of the State of California,
                                                                                     County of Los Angeles-Central District.
                                                                                     Case #BC219902

<PAGE>

                                                                                                                    Schedule 5.6

898  The People of the State of California vs. Michael Patrick Demay                 Municipal Court of East Los Angeles Judicial
                                                                                     District, County of Los Angeles, State of
                                                                                     California
                                                                                     Case Number:   BA190253

899  Notice of Violation dated November 15, 1999                                     Illinois Environmental Protection Agency
                                                                                     Violation Notice, L-1999-01439

900  West County Landfill, Inc., a California Corporation;  and West Contra          U.S. District Court for the Northern District
     Costa Sanitary  Landfill,  Inc., a California  Corporation  vs. Allied          of California
     Chemical Corporation, Solvent Service Company, Inc., et al.                     C99-4965VRW

902  Russell L. Whitesides vs. Safety-Kleen Corporation, et al.                      Superior Court of the State of California,
                                                                                     County of Los Angeles, Case Number BC218919

903  Avik & Karen Avedisian vs. Safety-Kleen Corporation, et al.                     Superior Court for the State of California,
                                                                                     County of Los Angeles, Case Number BC220402

904  Steve Panagotacos vs. Safety-Kleen Corporation, et al.                          Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC220594

908  Safety-Kleen v. AIG, Continental Insurance, et al.                              Superior Court for the State of California,
                                                                                     County of Los Angeles, Case Number BC216723

912  R. v. Safety-Kleen Ltd. et al.                                                  Department of Justice - Canada
                                                                                     Saskatchewan Regional Office
                                                                                     Occ.# 24030836

913  Estate of Eddie Jones, Jr. and Glynis Ardis Jones v. Dixie Web Graphic          Civil District Court for the Parish of Orleans,
     Corporation, Safety-Kleen Corp., et al.                                         State of Louisiana
                                                                                     Case Number 99-18444

914  Laidlaw  Environmental  Services  (TOC),  Inc.  v. The South  Carolina          Appeal of Board Decision dated December 9, 1999
     Department of Health and Environmental Control                                  to the Circuit Court of South Carolina

915  Raygar  Environmental  Systems  International,  Inc. vs. Laidlaw Inc.,          United States District for the Southern
     Laidlaw  Investments,  Ltd.,  Laidlaw  Transportation,  Inc.,  Laidlaw          District of  Mississippi
     Environmental   Services,   Inc.,  LES,  Inc.,  Laidlaw  Environmental          Civil Action No. 2:99CV376PG
     Services   (US),   Inc.,   Laidlaw  Osco   Holdings,   Inc.,   Laidlaw
     International,    Safety-Kleen   Corp..   Safety-Kleen   Corp.   d/b/a
     Safety-Kleen   MS,   Safety-Kleen   Corp.   d/b/a   Safety-Kleen   AL,
     Safety-Kleen Corp. d/b/a Safety-Kleen LA

918  Environmental  Assessment  to Approve  the  Expansion  of the  Lambton          Ministry of the Environment
     Hazardous Waste Landfill

919  Safety-Kleen  (TS),  Inc. v. South  Carolina  Department of Health and          South Carolina Department of Health and
     Environmental  Control - Appeal of  Administrative  Order 99-50-HW and          Environmental Control
     99-51-HW

<PAGE>

                                                                                                                    Schedule 5.6

920  RCRA Part B Permit Renewal  Application - Notice of Deficiencies dated          South Carolina Department of Health and
     November 30, 1999                                                               Environmental Control
                                                                                     Bureau of Land and Waste Management
                                                                                     Operations Engineering Section

921  Various  contract  claims in  connection  with Army Corps of Engineers          U.S. Army Corps of Engineers
     Contract No. DACW51-97-C-0032 and Contract No. DACW51-98-C-0004

922  Continued Use Program - State of Pennsylvania                                   Pennsylvania Department of Environmental
                                                                                     Protection

924  Appeal of Post Closure Permit Conditions                                        Maryland Department of the Environment

928  Notice of Violation  and Penalty  Assessment  dated  December 30, 1999          Division of Environmental Health and Emergency
     from County of Union New Jersey (Unpermitted Discharge)                         Management
                                                                                     Department of Public Safety

929  Mark D. Hansen v. Safety-Kleen Systems, Inc.                                    Third District Court, State of Utah, Salt Lake
                                                                                     County
                                                                                     Case Number 000900125

930  Cornelson Estate vs. Safety-Kleen Ltd., et al.

931  Willie  Morris and Annie Morris,  Martha  Carlie a/k/a Martha  Lenard,          Court of Common Pleas
     Brian K. Banks and Betty Delores  Banks,  Beverly  Williams and Eugene          County of Cuyahoga, State of Ohio
     Williams, Rueben Little, Martha E. Johnson and Robert D. Johnson, Ruth          Case Number:  391834
     Cox,  James Mabrey,  Gloria  McNeal,  Charles E. Kennerly and Cammilla
     Kennerly, Catherine Karel, Ronnie Cross, and Woodrow Wilson v. Metcalf
     & Eddy,  Inc.  and John Does,  Contractors  who  removed  contaminated
     materials  from the General Motor Plant on East 139th and 140 Streets,
     Cleveland, Ohio (addresses and names unknown).

932  NOV / Ticket # 97-018811 (Winnipeg, Manitoba)                                   Provincial Court of Manitoba

933  Frank Yee vs. Safety-Kleen Corporation, et al..                                 Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #223244

934  John Dilk and Kathie Dilk vs. Safety-Kleen Corporation, et al.                  Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC223247
935  Willis Harrison and Mary Harrison vs. Safety-Kleen Corp., et al.                Superior Court of the State of California,
                                                                                     County of Los Angeles, Case
                                                                                     #BC223246

936  Randy Johnson and Kathryn Johnson vs. Safety-Kleen Corporation, et al..         Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC223249

937  Robert Edelman and Geri Edelman vs. Safety-Kleen Corporation, et al.            Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC223248

938  John Loughran and Peggy Loughran vs. Safety-Kleen Corporation, et al.           Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC223250

939  Lee Paulin and Judy Paulin vs. Safety-Kleen Corporation, et al.                 Superior Court of the State of California,
                                                                                     County of Los Angeles,


<PAGE>

                                                                                                                    Schedule 5.6
                                                                                     Case #BC223353

940  Manuel Garcia and Donna Garcia vs. Safety-Kleen Corporation, et al.             Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC223351

941  James MacDougall and Donna MacDougall vs. Safety-Kleen Corporation, et          Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC223354
     al.

942  James Henricksen and Lynn Henricksen vs. Safety-Kleen Corporation,  et          Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC223352
     al.

944  Notice of Violation and Enforcement  Conference dated January 13, 2000          S. C. Department of Health & Environmental
     (Reidsville, NC)                                                                Control

945  Notice of Violation and Enforcement  Conference dated January 13, 2000          S. C. Department of Health & Environmental
     (Pinewood, SC)                                                                  Control

946  RCRA 3007 Information Request dated December 8, 1999                            United States Environmental Protection Agency
                                                                                     Region 5

947  Notice of Violation  dated  January 13, 2000 New Jersey  Department of          New Jersey Department of Environmental
     Environmental Protection                                                        Protection
                                                                                     Hazardous Waste Compliance and Enforcement

949  Safety-Kleen (GS), Inc. vs. United States of America                            U.S. Armed Services Board of Contract Appeals

950  60,000 Gallon Oil Spill at Little Rock Port, Arkansas                           Arkansas Department of Environmental Quality

951  Donald Pannel and Edith Pannel vs. Safety-Kleen Corporation, et al.             Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC225448

952  David Cavener and Martie Cavener vs. Safety-Kleen Corporation, et al.           Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC225444

953  Robert Conley and Sandra Conley vs. Safety-Kleen Corporation, et al.            Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC225443

954  Michael Gillen and Valerie Gillen vs. Safety-Kleen Corporation, et al.          Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC225445

955  Gonzalo Roldan vs. Safety-Kleen Corporation, et al.                             Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC225449

956  Robert Paulson and Rosemarie Paulson vs. Safety-Kleen Corporation, et al.       Superior Court of the State of California,
                                                                                     County of Los Angeles,
                                                                                     Case #BC225446

959  First Union  National  Bank as  Indenture  Trustee for the  Registered          Richland County Court of Common Pleas
     Holders of HomeGold Home Equity Loan Asset Backed Notes, Series 1999-1          Civil Action No.:  00CP400867
     v.  Thomas  Montgomery,  Germaine  R.  Montgomery,  Richland  Memorial
     Hospital, Inc.

960  David Ball vs. Safety-Kleen Corporation, et al.                                 In the Court of Common Pleas, Hamilton County,
                                                                                     Ohio
                                                                                     Case #A0001475

961  TNRCC Enforcement - NOV against SK (LaPorte), TX                                TNRCC ID #50225, Enforcmeent ID # 1575
                                                                                     Docket No. 1999-0832IHWE

962  Notice of Enforcement  for Compliance  Schedule  Evaluation                     TNRCC ID No. 50089, EPA ID No. TXD055141378

<PAGE>

                                                                                                                    Schedule 5.6

     conducted between October 13 & 25, 1999 (Deer Park, TX)

963  Keith  Atkins and Judy Atkins vs.  Safety-Kleen  Corporation,  Laidlaw          Superior Court of the State of California,
     Environmental, et al.                                                           County of Los Angeles,
                                                                                     Case #BC227017

964  Norbert Villanyi vs. Safety-Kleen Corporation,  Laidlaw Environmental,          Superior Court of the State of California,
     et al.                                                                          County of Los Angeles,
                                                                                     Case #BC227018

965  Shareholder Litigation                                                          See attached chart)

966  US DOT Notice of Probable Violation RSPA Ref. No. 00-008-SIT-HQ                 US Department of Transportation

967  Notice of  Proposed  Civil  Penalty  issued by FAA  regarding  alleged          FAA Case No. 96-GL-76--0046
     shipment on or about  December  20, 1995 by  Rollins'  Bridgeport,  NJ
     facility to Encotec's Ann Arbor, Michigan facility

968  David & Ruth Gendron v. Safety-Kleen Systems, Inc.                              Circuit/County Court In and For Volusia County,
                                                                                     Florida
                                                                                     Case Number 99-10351-CIDL

969  RAMP Industries - Superfund Site Denver, Colorado

970  Angelillo Transshipment Site - Superfund Site New Jersey

971  T.G.  Capital,  LLC & IMEX  Partners,  LP v. ECDC,  L.C.,  SK Services          District Court of Dallas County, Texas, I-162nd
     (East), L.C. et al.                                                             Judicial District
                                                                                     Case No. Dvooo25221

973  Handy & Harmon Refining Group, Inc. (Bankruptcy)

974  Reedley  Wastewater   Discharge  Issue  NPDES  Compliance   Evaluation          US EPA Region IX
     Inspection Report

976  Complaint & Penalty against SK Denton, TX Facility                              US EPA Region 6
                                                                                     Docket No. RCRA-VI-011-00

977  American Mat & Timber Co., Inc. v. Safety-Kleen (FS), Inc.                      Harris County, TX Court, CCCL #1
                                                                                     Docket No. 732889

978  Rojnald Heninger et ux v. Lucent  Technologies,  Inc. et al. including          Superior Court of New Jersey, Law Division,
     Safety-Kleen                                                                    Monmouth County
                                                                                     Case # MON-L-2607-99

980  United Companies  Lending  Corporation v. State of Florida,  Bureau of          Duval County Circuit Court, Florida
     Ctrimes Compensation et al including Safety-Kleen                               Case No. 98-2733-CA

981  IA Consulting,  LLC v. Safety-Kleen Corp., Safety-Kleen Systems, Inc.,          Massachusetts Trial Court, District Court
     Laidlaw, Inc. and Laidlaw Environmental Services, Inc.                          Department
                                                                                     Haverhill Division

982  Jessie T. Pierson v. American Cyanamid Company, et al.

983  Deffenbaugh Industries, Inc. vs. Safety-Kleen Systems, Inc.

990  Energy Systems Maintenance, LLC v. Safety-Kleen Systems, Inc.                   Marion County Court, State of Indiana
                                                                                     Case No. 49D100004CP000612

992  Red-L Distributors Ltd. v. Safety-Kleen Canada, Inc.                            Provincial Court of Alberta

<PAGE>

                                                                                                                    Schedule 5.6
                                                                                     Docket No. P00903030916

993  People of the State of Illinois,  ex. rel. Robert B. Haida,  St. Clair          Circuit Court of the 20th Judicial Circuit, St.
     County State's Attorney v. Safety-Kleen Systems, Inc.                           Clair County, IL
                                                                                     No. 00-CH-330

994  Builders Transport, Inc., et al., Debtor in Possession v. Safety-Kleen          U.S. Bankruptcy Court, Northern District of
     Systems, Inc. f/k/a Safety Kleen Corp.                                          Georgia
                                                                                     Bankruptcy No. 98-68798-JEM
                                                                                     Adversary No. 00-6284

995  John M. Scaffidi,  Trustee for Dickey  Environmental  Systems,  LLC v.          U.S. Bankruptcy Court, Eastern District of
     Safety-Kleen                                                                    Wisconsin
                                                                                     Bankruptcy No. 99-23442-MDM
                                                                                     Adversary No. 2000 2190

996  Hazmat  Environmental Group, Inc. v. Laidlaw  Environmental  Services,          Superior Court of New Jersey Law Division:
     Inc., et al.                                                                    Passaic County
                                                                                     Docket No. PAS-L-5552-99

997  State   of   Florida    Department   of   Environmental    Protection,          Brevard County Circuit Court, FL
     Petitioner/Counter-Respondent        v.        Barbara        Lambert,          Case Number 98-17739-CA
     Respondent/Counter-Petitioner  v. OHM  Remediation  Services Corp. and
     Safety-Kleen (TG), Inc., et al., Counter-Respondents

998  FAA Investigation of 05/12/00 shipment from Little Rock  International          DFW Civil Aviation Security Field Office, FAA
     Airport to Chicago O'Hare International Airport                                 EIR:  2000SW710400

999  RACT, Inc. v. Safety-Kleen Services, Inc. and John G. McGregor                  U.S. District Court, District of South
                                                                                     Carolina, Columbia Divisoin
                                                                                     Case Number 3-00-1561-17

1013 SK Systems, Inc. - Oakland, CA                                                  Notice of Violation (CA EPA) dated June 6,2000
                                                                                     - based on facility inspections on February 28
                                                                                     and March 28, 2000

1014 SK Systems, Inc. - Elgin, IL (branch)                                           Notice of Violation (IL EPA) dated July 27,
                                                                                     2000 - based on facility inspections on April,
                                                                                     25, 2000 Violation Notice M-2000-01044

1015 SK Systems, Inc. - Dolton, IL                                                   Notice of Violation (IL EPA) dated July 27,
                                                                                     2000 - based on facility inspections on April
                                                                                     26, 2000 Violation Notice M-2000-01045

1016 SK Systems, Inc. - Pekin, IL                                                    Notice of Violation (IL EPA) dated July 27,
                                                                                     2000 - based on facility inspections on May 3,
                                                                                     2000 Violation Notice M-2000-01047

1017 SK Systems, Inc. - Urbana, IL                                                   Notice of Violation (IL EPA) dated July 27,
                                                                                     2000 - based on facility inspections on April
                                                                                     26, 2000 Violation Notice M-2000-01046

1018 SK Systems, Inc. - Caseyville, IL                                               Notice of Violation (IL EPA) dated July 27,
                                                                                     2000 - based on facility inspections on April
                                                                                     11, 2000 Violation Notice M-2000-01043

1019 SK (Aragonite), Inc. - Coffeyville, KS                                          Notice of Violation (KS DHE) dated August 1,
                                                                                     2000 for alleged violation of KS Reg. 28-31-1
     SK (Wichita), INc. - Wichita, KS                                                [RCRA 40 CFR 264.136(b)(1)] regarding financial
                                                                                     assurance
     SK Systems, Inc. - Edwardsville, KS

     SK Systems, Inc. - Wichita, KS

     SK Systems, Inc. - Dodge City, KS

1020 SK (Deer Trail), Inc. - Deer Trail, CO                                          Notice of Violation (CO DPHE) dated July 11,
                                                                                     2000 - based on facility inspection on

<PAGE>

                                                                                                                    Schedule 5.6
                                                                                     June 7, 2000

1021 SK (Encotec), Inc.                                                              Demand for payment of $12,280.44 plus interest
                                                                                     pursuant to contract - Severn Tren Labs v.
                                                                                     Encotec, Inc., and Safety-Kleen (Encotec), Inc.

1022 SK Systems, Inc. - Fairless Hills, PA                                           Anathea Wright Horsey & Paul Horsey v. Safety-
                                                                                     Kleen Corp.

HR   Deborah B. Yawn v. JTM  Industries,  Inc.,  ISG  Resources,  Inc., and          EE0C
     Safety-Kleen, Inc.                                                              Civil Action 1:9-CV-0259

HR   Betty Bobbitt v. Laidlaw Environmental Services, Inc.                           U.S. District Court of Southern Texas
                                                                                     Civil Action No. H-99-2375

HR   James Carr, John Johnson,  Donald Bennett,  Godwin Duru, Patsy Camron,          U.S. District Court, Southern District of Texas
     Sarah Allen and All Others Similarly  Situated v.  Safety-Kleen  (Deer          Docket No. H-00-1045
     Park), Inc.

HR   Eddie G. Cater v. Safety-Kleen  (Deer Park),  Inc., Pual Kimble,  Paul          281st Judicial District, Harris County, Texas
     Sandifer & Teamsters Local Union No. 988                                        Cause No. 98-45581

HR   Nancy Drougas v. Safety-Kleen Corporation n/k/a Laidlaw, Inc.                   U.S. District Court, Northern District of
                                                                                     Illinois
                                                                                     Case Number 98-C-7959

HR   Salvador Duran v. Safety-Kleen, Inc. and Does 1 through 5, inclusive            U. S. District Court, Southern District of
                                                                                     California
                                                                                     Case No. 99CV25591GE-JFS

HR   Dennis Glenn v. Safety-Kleen Systems, Inc.                                      Probate Court of Denton City, Texas
                                                                                     Cause No. GC-2000-00245

HR   Scott L. Hesseltine v. Safety-Kleen Corporation and Nicholas J. Hiller          U.S. District Court of Texas
     in his capacity as Plan Administrator of the Safety-Kleen Corporation's         Case No. 5-99-CV0110-C
     Severance Plan

HR   Worker's Compensation Appeals Board, State of California                        WCAB No. SAC 0275523

HR   Paul Kent v. Safety-Kleen Corporation                                           Franklin County, Ohio Court of Common Pleas
                                                                                     Docket No. 00CVH-01

HR   Mary-Anne Kocsis v. Laidlaw Environmental  Services,  Inc. and Laidlaw          EEOC
     Environmental Services, Ltd.                                                    Case No. 5:98-CV-60257-AA

HR   Donald H. Lee, Sr. v. Safety-Kleen                                              South Carolina Court of  Common Pleas, County
                                                                                     of Sumter
                                                                                     Civil Action No. 99-CP-43-981

HR   David F. Lucas v. Safety-Kleen Corp.                                            U.S. District Court of South Carolina
                                                                                     Case No. 3:98-1951-10

HR   Clyton Joseph Mitchell v. Laidlaw Environmental Services, Inc.                  Division "A" 19th Judicial District Court,
                                                                                     Parish of East Baton Rouge, Louisiana, No.
                                                                                     408,751

HR   Ulyses Crockett and Trinidad Sheehan v. Safety-Kleen Corp., Stuart              Superior Court of California, County of Alameda
     Levang, Robert Arquilla, George Higgins and Does 1-20                           Case Number 814155-0

HR   Beverly  smith v.  Safety-Kleen  Corp.  and Liberty  Mutual  Insurance          State of Wisconsin, Department of Workforce
     Company                                                                         Development
                                                                                     WC Claim No. 1998018018

<PAGE>

                                                                                                                    Schedule 5.6

HR   U.S. District Court, District of South Carolina, Columbia Division              Court of Common Pleas
                                                                                     Civil Action No. 3:98-3325-10

HR   Teresa Villarreal v. Laidlaw Environmental Services, Inc.                       U.S. District Court, Southern District of Texas
                                                                                     Docket No. H-99-1206
<PAGE>


                                                                                                                     Schedule 5.6

                                                   PENDING SHAREHOLDER LITIGATION
                                                        AS OF AUGUST 2, 2000

                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

MICHAEL POTTS, Individually and on Behalf of all others    United States        3/9/00     3/24/00      7/7/98 -     5/3/00
Similarly Situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/6/00
Winger, Paul R. Humphreys and Michael Braganolo            (Columbia
                                                           Division)
                                                           3:00-0769-17
INSURANCE NOTIFICATION SENT 3/28/00

    PLAINTIFF LOCAL COUNSEL            PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Marc A. Topaz
William J. Cook                   Schiffrin & Barroway, LLP
Ness Motley Loadholt Richardson   Three Bala Plaza East
& Poole                           Suite 400
PO Box 365                        Bala Cynwyd, PA  19004
Barnwell, SC  29812               and
803-224-8800                      Paul J. Geller
803-541-9625 (fax                 Shepherd & Geller, LLC
                                  7200 W. Camino Real
                                  Suite 203
                                  Boca Raton, FL  33433

-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

KENNETH STEINER, Individually and on Behalf of all others  United States        3/8/00     3/24/00      5/4/98 -     5/3/00
Similarly Situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/6/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
                                                           3:00-0750-10
INSURANCE NOTIFICATION SENT 3/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Robert I. Harwood
William J. Cook                   Daniella Quitt
Ness Motley Loadholt Richardson   Frederick W. Gerkens, III
& Poole                           Wechsler Harwood Halebain &
PO Box 365                        Feffer LLP
Barnwell, SC  29812               488 Madison Ave 8th Fl
803-224-8800                      New York, NY  10022
803-541-9625 (fax)                212-935-7400
                                  212-753-3630 (fax)
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
                                                                                                                     Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

RACHEL SAMET, Individually and on Behalf of all others     United States        3/7/00     3/24/00      7/7/98 -     5/3/00
Similarly Situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/6/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
                                                           3:00-0739-10
INSURANCE NOTIFICATION SENT 3/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Steven G. Schulman
William J. Cook                   Samuel H. Rudman
Ness Motley Loadholt Richardson   Milberg Weiss Bershad Hynes &
& Poole                           Lerach LLP
PO Box 365                        One Pennsylvania Plaza
Barnwell, SC  29812               49th Floor
803-224-8800                      New York, NY  10119
803-541-9625 (fax)                212-594-5300
                                  212-868-1229 (fax)
                                  and
                                  Kenneth J. Vianale
                                  Milberg Weiss Bershad Hynes & Lerach LLP
                                  Town Center Road
                                  Suite 900
                                  Boca Raton, FL 33486
                                  561-361-5000
                                  561-367-8400 (fax)
                                  and
                                  Sandy Liebhard Bernstein
                                  Liebhard & Lifshitz
                                  10 E. 40th Street, 22nd Fl
                                  New York, NY 10016
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
                                                                                                                     Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

JERRY KRIM AND HIRSCH WEBER, Individually and on           United States        3/9/00     3/24/00      10/5/99 -    5/3/00
behalf of all others Similarly Situated vs.                District Court                               3/3/00
Safety-Kleen Corp., Kenneth W. Winger, Paul R.             (Columbia
Humphreys and Michael Bragagnolo                           Division)
                                                           3:00-0768-17
INSURANCE NOTIFICATION SENT 3/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Mark Levine
William J. Cook                   Stull, Stull & Brody
Ness Motley Loadholt Richardson   6 East 45th Street
& Poole                           New York, NY  10017
PO Box 365                        212-687-7230
Barnwell, SC  29812               212-490-2022 (Fax)
803-224-8800                      and
803-541-9625 (fax)                Harvey Greenfield, Esq.
                                  551 Fifth Avenue
                                  New York, NY  10176 and
                                  Harvey Greenfield, Esq.
                                  551 Fifth Avenue
                                  New York, NY  10176
                                  212-949-5500
                                  212-949-0049
                                  and
                                  Joseph H. Weiss
                                  Weiss & Yourman
                                  551 Fifth Avenue
                                  Suite 1600
                                  New York, NY  10176
                                  212-682-3025
                                  212-682-3010 (fax)
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                  Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

D. SCOTT KELLEY, Individually and on Behalf of all         United States        3/8/00     3/24/00      7/7/98 -     5/3/00
others Similarly Situated vs. Safety-Kleen Corp.,          District Court                               3/6/00
Kenneth W. Winger, Paul R. Humphreys and Michael           (Columbia
Bragagnolo                                                 Division)
                                                           3:00-0748-10
INSURANCE NOTIFICATION SENT 3/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Sherrie R. Savett
William J. Cook                   Douglas Risen
Ness Motley Loadholt Richardson   Berger & Montague, PC
& Poole                           1622 Locust Street
PO Box 365                        Philadelphia, PA  19103
Barnwell, SC  29812               215-875-3000
803-224-8800                      215-875-4636
803-541-9625 (fax)                and
                                  Ann Miller
                                  Donoan Miller, LLC
                                  1608 Walnut Street
                                  Suite 1400
                                  Philadelphia, PA  19103
                                  215-732-6020
                                  215-732-8060 (Fax)
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                  Schedule 5.6

                                                          COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

MYRON H. SMITH, Individually and on Behalf of all others   United States        3/15/00    3/24/00      7/7/98 -     5/3/00
Similarly Situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/6/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
                                                           3:00-0829-17
INSURANCE NOTIFICATION SENT 3/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Sherrie R. Savett
William J. Cook                   Douglas Risen
Ness Motley Loadholt Richardson   Berger & Montague, PC
& Poole                           1622 Locust Street
PO Box 365                        Philadelphia, PA  19103
Barnwell, SC  29812               215-875-3000
803-224-8800                      215-875-4636 (fax)
803-541-9625 (fax)                and
                                  Richard A. Lockridge
                                  Gregg M. Fishbein
                                  Lockridge Grindal Nauen PLLP
                                  100 Washington Ave S.
                                  Suite 2200
                                  Minneapolis, MN  55401
                                  612-339-6900
                                  and
                                  Wallace A. Shownan
                                  1350 Avenue of the Americas,
                                  29th Fl
                                  New York NY  10019
                                  212-333-2322
                                  212-581-8598 (fax)
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                  Schedule 5.6

                                                          COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

FAYE SCHER, Individually and on Behalf of all others       United States        3/13/00    3/24/00      7/7/98 -     5/3/00
Similarly Situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/6/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
INSURANCE NOTIFICATION SENT 3/28/00                        3:00-0791-17

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Andrew N. Friedman
William J. Cook                   Cohen Milstein & Hausfeld &
Ness Motley Loadholt Richardson   Toll PLLC
& Poole                           1100 New York Ave NW
PO Box 365                        Suite 500 West Tower
Barnwell, SC  29812               Washington, DC  20005
803-224-8800                      202-408-4600
803-541-9625 (fax)

-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

MAURICE SUEDE, Individually and on Behalf of all others    United States        3/13/00    3/24/00      10/6/98 -    5/3/00
Similarly Situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/3/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
                                                           3:00-0792-17
INSURANCE NOTIFICATION SENT 3/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL


Terry E. Richardson, Jr.          Fred Taylor Isquith
William J. Cook                   Gregory M. Nespole
Ness Motley Loadholt Richardson   Wolf Haldenstein Adler Freeman
& Poole                           & Herz LLP
PO Box 365                        270 Madison Ave.
Barnwell, SC  29812               New York, NY   10016
803-224-8800                      212-545-4600
803-541-9625 (fax)                and
                                  Charles J. Piven, Esq
                                  World Trade Center
                                  401 E. Pratt Street
                                  Suite 2525
                                  Baltimore, MD  21202
                                  410-332-0030
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                 Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

IZIDOR KLEIN, Individually and on Behalf of all other      United States        3/8/00     3/10/00      7/7/98 -     4/19/00
Similarly Situated v. Safety-Kleen Corp., Kenneth W.       District Court                               3/6/00
Winger, Michael Bragagnolo and Paul R. Humphreys           (Columbia
                                                           Division)
INSURANCE NOTIFICATION SENT 3/17/00                        3:00-749-17

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

D. Garrison "Gary" Hill           Stanley M. Grossman
Hill Wyatt and Bannister, LLP     D. Brian Hufford
PO Box 2585                       Pomerantz Haudek Block Grossman
Greenville, SC  29602             & Gross, LLP
864-242-5133                      100 Park Avenue
864-235-0199 (fax)                New York, NY  10017
                                  212-661-1100

-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

FRANK A. RICCOBONO, Individually and on Behalf of all      United States        3/20/00    3/24/00      7/7/98 -     5/3/00
others Similarly Situated vs. Safety-Kleen Corp., Kenneth  District Court                               3/3/00
W. Winger, Paul R. Humphreys and Michael Bragagnolo        (Columbia
                                                           Division)
INSURANCE NOTIFICATION SENT 3/28/00                        3:00-0866-17

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Lynn L. Sarko
William J. Cook                   Elizabeth A. Leland
Ness Motley Loadholt Richardson   Gretchen Freeman Cappio Keller
& Poole                           Rohrback LLP
PO Box 365                        1201 Third Avenue
Barnwell, SC  29812               Suite 3200
803-541-9625 (fax)                Seattle, WA  98101
803-224-8800                      206-623-1900
                                  206-623-3384 (fax)

-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                  Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

JOHN ULRICH, on behalf of himself and all others           United States        3/30/00    3/31/00      10/6/98 -    4/20/00 (no
similarly situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/3/00       extension
Winger, Michael J. Bragagnolo and Paul R. Humphreys        (Columbia                                                 obtained)
                                                           Division)
INSURANCE NOTIFICATION SENT 4/7/00                         3:00-1005

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

D. Garrison "Gary" Hill           Jeffrey C. Block
Hill Wyatt and Bannister, LLP     Michael G. Lange
PO Box 2585                       Patrick T. Egan
Greenville, SC  29602             Berman Devalerio & Pease LLP
864-242-5133                      One Liberty Square
864-235-0199 (fax)                Boston, MA  02109
                                  617-542-8300
                                  and
                                  Wallace A. Showman, PC
                                  1350 Avenue of the Americas -
                                  29th Fl
                                  New York, NY  10019
                                  212-333-2322
-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF      CLASS      RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

JACK FORREST, on behalf of himself and all other           United States        3/7/00     4/13/00      7/7/98 -    Not Served
similarly situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/6/00
Winger, Michael J. Bragagnolo and Paul R. Humphreys        (Columbia
                                                           Division)
                                                           3:00-736
INSURANCE NOTIFICATION SENT 4/20/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

W. Gaston Fairey
J. Christopher Mills
Fairey Parise and Mills PA
PO Box 8443
Columbia, SC   29202
803-252-7606
803-254-5759

-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                 Schedule 5.6

                                                          COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                 CASE CAPTION                                   NO.             FILING     SERVICE      PERIOD

MICHAEL SCHMELING, on behalf of himself and all other      United States        3/20/00    4/13/00      7/9/97-      5/11/00
similarly situated vs. Safety-Kleen Corp., Kenneth W.      District Court                               3/6/00
Winger, Michael J. Bragagnolo and Paul R. Humphreys        (Columbia
                                                           Division)
INSURANCE NOTIFICATION SENT 4/20/00                        3:00-875

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

W. Gaston Fairey
J. Christopher Mills
Fairey Parise and Mills PA
PO Box 8443
Columbia, SC   29202
803-252-7606
803-254-5759
-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

JOSEPH LYONS, GERALD V. CARSON & JACOB P. LEVIN, on        United States        3/29/00    4/13/00      7/7/98-      5/11/00
behalf of himself and all other similarly situated vs.     District Court                               3/6/00
Safety-Kleen Corp., Kenneth W. Winger, Michael J.          (Columbia
Bragagnolo and Paul R. Humphreys                           Division)
                                                           3:00-996
INSURANCE NOTIFICATION SENT 4/20/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

W. Gaston Fairey
J. Christopher Mills
Fairey Parise and Mills PA
PO Box 8443
Columbia, SC   29202
803-252-7606
803-254-5759
-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF      CLASS     RESPONSE DUE
                        CASE CAPTION                            NO.             FILING     SERVICE      PERIOD
                  (SHAREHOLDER DERIVATIVE)

PETER FRANK, Plaintiff  vs. Kenneth W. Winger, John W.     Court of Chancery    3/24/00    3/29/00                   5/2/00
Rollins, James R. Bullock, David E. Thomas, Jr., Leslie    of the State of
W. Haworth, Henry B. Tippie, James L. Wareham, John        Delaware (New
W. Rollins, Jr., Robert W. Luba and Grover C. Wren,        Castle County)
Defendants and Safety-Kleen Corp. (Nominal Defendant)      17923-NC


INSURANCE NOTIFICATION SENT 4/7/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL


Norman M. Monhait                 Bull & Lifshitz, LLP
Rosenthal Monhait Gross &         246 West 38th Street
Goddess, PA                       New York, NY  10018
PO Box 1070                       212-869-9449
Wilmington, DE  19899-1070
302-656-4433
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                 Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS       RESPONSE DUE
                    CASE CAPTION                                NO.             FILING     SERVICE      PERIOD
                  (SHAREHOLDER DERIVATIVE)

HARBOR FINANCE PARTNERS, derivatively on behalf of         Court of Chancery    3/30/00    Not Served as             Not Served
Safety-Kleen Corp., Plaintiff against James R. Bullock,    of the State of                 of 4/7/00
John W. Rollins, Sr., David E. Thomas, Jr., Kenneth W.     Delaware (New
Winger, Leslie W. Haworth, Henry B. Tippie, James L.       Castle County)
Wareham, John W. Rollins, Jr., Robert W. Luba, Peter       1974-NC
N.T. Widdrington and Grover C. Wrenn, Defendants and
Safety-Kleen Corp. (Nominal Defendant)

NO NOTIFICATION - NOT SERVED

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Norman M. Monhait                 Bull & Lifshitz, LLP
Rosenthal Monhait Gross &         246 West 38th Street
Goddess, PA                       New York, NY  10018
PO Box 1070                       212-869-9449
Wilmington, DE  19899-1070
302-656-4433

-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF      CLASS         RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

MUZINICH & CO., Individually and on Behalf of All Others   United States        4/13/00    4/26/00      7/7/98 -    To Be Determined
Similarly Situated v. Safety-Kleen Corp., Kenneth W.       District Court                               3/5/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
INSURANCE NOTIFICATION SENT 4/28/00                        3:00-1145-17

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Jeffrey H. Squire
William J. Cook                   Ira M. Press
Ness Motley Loadholt Richardson   Kirby McInerney & Squire, LLP
& Poole                           830 Third Avenue
PO Box 365                        10th Floor
Barnwell, SC  29812               New York, NY   10022
803-224-8800                      212-317-2300
803-541-9625 (fax                 212-751-2540 (fax)
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                 Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS        RESPONSE DUE
                    CASE CAPTION                                NO.             FILING     SERVICE      PERIOD

YONG GEN CAI, Individually and on Behalf of All Others     United States        3/29/00    4/26/00      7/7/98 -    To Be Determined
Similarly Situated v. Safety-Kleen Corp., Kenneth W.       District Court                               3/3/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
                                                           3:00-0995-17
INSURANCE NOTIFICATION SENT 4/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Lynn L. Sarko
William J. Cook                   Elizabeth A. Leland
Ness Motley Loadholt Richardson   Gretchen Freeman Cappio Keller
& Poole                           Rohrback LLP
PO Box 365                        1201 Third Avenue
Barnwell, SC  29812               Suite 3200
803-224-8800                      Seattle, WA  98101
803-541-9625 (fax)                206-623-1900
                                  206-623-3384 (fax)
-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF      CLASS        RESPONSE DUE
                    CASE CAPTION                                NO.             FILING     SERVICE      PERIOD

RICHARD WEAVER, Individually and on Behalf of All Others   United States        3/30/00     4/26/00     7/7/98 -    To Be Determined
Similarly Situated v. Safety-Kleen Corp., Kenneth W.       District Court                               3/3/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
                                                           3:00-1012-17
INSURANCE NOTIFICATION SENT 4/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Marc H. Edelson
William J. Cook                   Hoffman & Edelson
Ness Motley Loadholt Richardson   45 W. Court Street
 & Poole                          Doylestown, PA  18901
PO Box 365                        215-230-8043
Barnwell, SC  29812               212-230-8735 (Fax)
803-224-8800
803-541-9625 (fax)
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                 Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS        RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

JAMES K. HODGE, Individually and on Behalf of All Others   United States        3/28/00    4/26/00      7/7/98 -    To Be Determined
Similarly Situated v. Safety-Kleen Corp., Kenneth W.       District Court                               3/6/00
Winger, Paul R. Humphreys and Michael Bragagnolo           (Columbia
                                                           Division)
                                                           3:00-0974-17

INSURANCE NOTIFICATION SENT 4/28/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Sherrie R. Savett
William J. Cook                   Douglas Risen
Ness Motley Loadholt Richardson   Berger & Montague, PC
& Poole                           1622 Locust Street
PO Box 365                        Philadelphia, PA  19103
Barnwell, SC  29812               215-875-3000
803-224-8800                      215-875-4636
803-541-9625 (fax)                and
                                  Ann Miller
                                  Donoan Miller, LLC
                                  1608 Walnut Street
                                  Suite 1400
                                  Philadelphia, PA  19103
                                  215-732-6020
                                  215-732-8060 (Fax)
                                  and
                                  Paul J. Scarlato
                                  Mark S. Goldman
                                  Weinstein Kitchenoff Scarlato &
                                  Goldman, LTD
                                  1608 Walnut Street
                                  Suite 1400
                                  Philadelphia, PA  19103
                                  215-545-7200
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                  Schedule 5.6

                                                           COURT/CASE          DATE OF    DATE OF     CLASS          RESPONSE DUE
                    CASE CAPTION                               NO.             FILING     SERVICE     PERIOD

MICHAEL A. COLLINS AND LAURIE COLLINS, on Behalf of        United States       5/08/00    5/16/00     Holders of    To Be Determined
Themselves and All Others Similarly Situated v.            District Court                             RES shares
Safety-Kleen Corp., a Delaware Corporation,  Kenneth W.    (Columbia                                  as of 5/3/97
Winger, Paul R. Humphreys, Michael Bragagnolo and          Division)
James R. Bullock                                           3:00-1408-17


INSURANCE NOTIFICATION SENT 05/19/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Jules Brody
William J. Cook                   Aaron L. Brody
Ness Motley Loadholt Richardson   Stull Stull & Brody
& Poole                           6 East 4th Street
PO Box 365                        New York, NY  10017
Barnwell, SC  29812               212-687-7230
803-224-8800                      212-490-2022 (fax)
803-541-9625 (fax)
                                  Joseph H. Weiss

                                  Weiss & Yourman
                                  551 Fifth Avenue
                                  Suite 1600
                                  New York, NY  10176
                                  212-682-3025
-----------------------------------------------------------------------------------------------------------------------------------
                                                          COURT/CASE         DATE OF     DATE OF     CLASS           RESPONSE DUE
                    CASE CAPTION                              NO.            FILING      SERVICE     PERIOD

WALTER E. RYAN, on Behalf of Himself and All Others       United States      5/01/00     5/16/00     Holders of     To be Determined
Similarly Situated v. Safety-Kleen Corp., a Delaware      District Court                            RES shares
Corporation,  Kenneth W. Winger, Paul R. Humphreys,       (Columbia          Amended                as of 5/3/97
Michael Bragagnolo and James R. Bullock                   Division)          Summons Filed
                                                          3:00-1343-17       5/10/00

INSURANCE NOTIFICATION SENT 05/19/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Clinton A. Krislov
William J. Cook                   Michael R. Karnuth
Ness Motley Loadholt Richardson   Krislov & Associates, Ltd.
& Poole                           222 North LaSalle Street
PO Box 365                        Suite 2120
Barnwell, SC  29812               Chicago, IL  60601
803-224-8800                      312-606-0500
803-541-9625 (fax)                312-606-0207 (fax)
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>                                                                                                                 Schedule 5.6

                                                           COURT/CASE           DATE OF    DATE OF      CLASS        RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE      PERIOD

WALTER E. RYAN, JR., on Behalf of Himself and All Others   United States        5/05/00    5/16/00      7/9/97 -    To Be Determined
Similarly Situated v. Safety-Kleen Corp., a Delaware       District Court                               3/6/00
Corporation,  Kenneth W. Winger, Paul R. Humphreys,        (Columbia
Michael Bragagnolo and James R. Bullock                    Division)
                                                           3:00-1394-17

INSURANCE NOTIFICATION SENT 05/19/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL


Terry E. Richardson, Jr.          Clinton A. Krislov
William J. Cook                   Michael R. Karnuth
Ness Motley Loadholt Richardson   Krislov & Associates, Ltd.
& Poole                           222 North LaSalle Street
PO Box 365                        Suite 2120
Barnwell, SC  29812               Chicago, IL  60601
803-224-8800                      312-606-0500
803-541-9625 (fax)                312-606-0207 (fax)

-----------------------------------------------------------------------------------------------------------------------------------
                                                           COURT/CASE           DATE OF    DATE OF    CLASS          RESPONSE DUE
                    CASE CAPTION                               NO.              FILING     SERVICE    PERIOD

KENNETH STEINER, on Behalf of Himself and All Others       United States        5/01/00    5/16/00    11/13/97 -    To be Determined
Similarly Situated v. Kenneth W. Winger,  James R.         District Court                             4/17/98 for
Bullock, Paul R. Humphreys, Michael Bragagnolo and         (Columbia             Amended              old SK
Safety-Kleen Corp.                                         Division)          Summons Filed           share-holders
                                                           3:00-750-17           5/10/00
INSURANCE NOTIFICATION SENT 05/19/00

PLAINTIFF LOCAL COUNSEL           PLAINTIFF LEAD COUNSEL

Terry E. Richardson, Jr.          Robert I. Harwood
William J. Cook                   Daniella Quitt
Ness Motley Loadholt Richardson   Frederick W. Gerkens, III
& Poole                           Wechsler Harwood Halebian &
PO Box 365                        Feffer LLP
Barnwell, SC  29812               488 Madison Avenue
803-224-8800                      New York, NY  10022
803-541-9625 (fax)                212-935-7400

-----------------------------------------------------------------------------------------------------------------------------------
AMERICAN HIGH-INCOME TRUST AND STATE STREET RESEARCH       United States       7/18/00    On or About   4/17/98-     9/16/00
INCOME TRUST SUING ON BEHALF OF THEMSELVES AND ALL         District Court                 7/25/00       3/6/00
OTHERS SIMILARLY SITUATED vs. Kenneth W. Winger, Laidlaw   for the District
Laidlaw Inc., Pricewaterhousecoopers L.P., TD Securities,  of Delaware
Raymond James & Associates, Inc., Arthur Andersen LLP,     C.A. No. 00-66
James R. Bullock, Paul R. Humphreys, John W. Rollins, Sr.,
John W. Rollins, Jr., Leslie W. Haworth, Robert W. Luba,
David E. Thomas, Jr., Henry B. Tippie, James L. Wareham,
Grover C. Wrenn, Michael Bragagnolo and Henry H. Taylor

INSURANCE NOTIFICATION SENT

PLAINTIFF LOCAL COUNSEL

Stuart M. Grant
John C. Karris
Grant & Eisenhofer, P. A.
1220 N. Market Street
Suite 500
Wilmington, DE 19801
302-622-7000
-----------------------------------------------------------------------------------------------------------------------------------


SK's Attorney:   David D. Aufhauser, Esquire        David Dukes, Esquire

<PAGE>

                                                                                                                      Schedule 5.6

                 Williams & Connolly, LLP           Nelson, Mullins, Riley & Scarborough, LLP
                 725 Twelfth Stree,t N.W.           1330 Lady Street, P. O. Box 11070
                 Washington, DC  20005-5901         Columbia, SC  29211
                 Phone # 202-434-5049               Phone # 803-799-2000
                 Fax # 202-434-5618                 Fax # 803-256-7500


</TABLE>
<PAGE>


                                                                 SCHEDULE 5.8 TO
                                                                CREDIT AGREEMENT

                                 EXISTING LIENS


<PAGE>
<TABLE>
<CAPTION>

                                                  Schedule of Pre-Petition Liens:
<S>                           <C>                      <C>                <C>       <C>         <C>         <C>

Debtor Name                   Secured Party/                              Type of               File        Collateral Description/
                              Amended or Assigned      Jurisdiction       Filing    File Date   Number      Comments
                              Name
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp             William Scotsman, Inc.   New York - Erie    UCC-1     09/29/99    Q55-8311    Leased 40'x 8' mobile
                                                       County                                               office, serial #
                                                                                                            CT-06062
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp             William Scotsman, Inc.   New York - Erie    UCC-1     11/22/99    Q71-3982    Leased 40'x 8'mobile
                                                       County                                               office, serial #CT-07-
                                                                                                            144
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Bartow), Inc.   Toyota Motor Credit      Florida-           UCC-1     06/24/99    990000142   One truck model, 2
                              Corporation              Secretary of                             832         battery model
                                                       State
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Bridgeport),    Chesapeake Bank of       New Jersey -       UCC-1     Copy        1960862     L-EZ-GO Workhorse ST
Inc.                          Maryland                 Secretary of                 illegible               Sport
                                                       State
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Bridgeport),    Citicorp Del Lease,      South Carolina -    UCC-1    11/17/98    981117-     (2) Used Yale Model
Inc.                          Inc.                     Secretary of                             102822A     GDPO50 Serial #'s 545835
                                                       State                                                & 545836 with 86" x 190
                                                                                                            Mast/42" Forks/Sideshift
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Buttonwillow),  Xerox Corporation        California -       UCC-1     10/08/98    98289600    Leased Xerox 5385 with
Inc.                                                   Secretary of                             55          all parts, attachments,
                                                       State                                                additions, replacements
                                                                                                            and repairs
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Buttonwillow),  The Quinn Company        California -       UCC-1     12121/98    98362600    1998 Caterpillar
Inc.                                                   Secretary of                             97          Model815F Compactor
                                                       State
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Chattanooga),   Caterpillar Financial    Tennessee-         UCC-1     02/09/00    300-008     2 Caterpillar lift
Inc.                          Services Corporation     Secretary of                             408         trucks and substitu-
                                                       State                                                tions, replacements,
                                                                                                            additions and
                                                                                                            accessions.
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Chattanooga),   Caterpillar Financial    Tennessee -        UCC-1     02/09/00    300-008409  1 Caterpillar lift truck
Inc.                          Services Corporation     Secretary of                                         and substitutions,
                                                       State                                                replacements, additions
                                                                                                            and accessions.
<PAGE>

Safety-Kleen ENV Services,    Cisco Systems Capital    Ohio, Summit       UCC-1     03/16/99    21029030    Leased computer network-
Inc.                          Corporation              County                                               ing equipment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    Ohio, Summit       UCC-1     08/20/99    21034722    Equipment under Master
                              Corporation              County                                               Agreement to Lease
                                                                                                            Equipment and schedules
                                                                                                            thereto, and related
                                                                                                            rights and property
------------------------------------------------------------------------------------------------------------------------------------
Safety Kleen                  Pitney Bowes Credit      Pennsylvania-      UCC-1     11/15/99    30931728    Equipment subject to
                              Corporation              Secretary of                                         5/18/99 lease between
                                                       the Commonwealth                                     debtor and secured party
------------------------------------------------------------------------------------------------------------------------------------
Safety Kleen                  Xerox Corporation        California -       UCC-I     10/08/98    9828960055  Leased Xerox 5385 with
                                                       Secretary of                                         all parts, attachments,
                                                       State                                                additions, replacements
                                                                                                            and repairs
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    Massachusetts -    UCC- 1    08-31-99    99657394    Equipment leased under
                              Corporation              Norfolk County                                       1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured  party, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    South Carolina,    UCC-1     11/10/98    981110-     Leased computer
                              Corporation              S/S                                      114422A     networking equipment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    South Carolina,    UCC-1     08/19/99    990819-     Equipment leased under
                              Corporation              S/S                                      100837A     1/11/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party, and
                                                                                                            related rights
                                                                                                            and property
<PAGE>

Safety-Kleen Services, Inc.   Cisco Systems Capital    South Carolina,    UCC-1     09/03/99    990903-     Equipment leased under
                              Corporation              S/S                                      105522A     1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    South Carolina,    UCC-1     11/10/98    981110-     Leased computer network-
                              Corporation              S/S                                      114431A-    ing equipment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    Texas-             UCC-1     08/19/99    99-169602   Equipment leased under
                              Corporation              Secretary of                                         1/14/98 Master Lease
                                                       State                                                between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    New York-          UCC-1     00/09/99    07879       Equipment leased under
                              Corporation              Onondaga County                                      1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen                  Xerox Corporation        California -       UCC-1     10/08/98    9828960055  Leased Xerox 5385 with
                                                       Secretary of                                         all parts,  attachments,
                                                       State                                                additions, replacements
                                                                                                            and repairs
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            IBM Credit Corporation   Delaware-          UCC-1     03/28/00    0019349     Leased computer equip-
                              (Lessor)                 Secretary of                                         ment and peripheral
                                                       State                                                equipment and goods
<PAGE>

Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,              04/09/99    990409-     Leased computer equip-
                              (Lessor)                 S/S                                      094504A     ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,              04/28/99    990428-     Leased computer equip-
                              (Lessor)                 S/S                                      144031A     ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,              05/25/99    990525-     Leased computer equip-
                              (Lessor)                 S/S                                      101127A     ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            NMHG Financial           South Carolina,              06/01/99    990601-     Leased forklift and
                              Services, Inc.           S/S                                      111005A     related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            The Bank of Nova Scotia  South Carolina,              06/04/99    990604-     Collateral Account
                              Trust Company of New     S/S                                      132846A     in connection with the
                              York, as Trustee                                                              Company's 5/17/99 high
                                                                                                            yield debt offering
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corporation      Citicorp Del Lease,      South Carolina,              06/16/99    990616-     John Deere with backhoe
                              Inc.                     S/S                                      102834A     equipment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            NMHG Financial           South Carolina,              09/13/99    990913-     Leased forklift and
                              Services, Inc.                                                    102041A     related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,              03/02/00    000302-     Leased computer equip-
                              (Lessor)                 S/S                                      101446A     ment and peripheral
                                                                                                            equipment and goods
<PAGE>

Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,    UCC-1     03/02/00    000302-     Leased computer equip-
                              (Lessor)                 S/S                                      101528A     ment and peripheral
                                                                                                            equipment and good
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,    UCC-1     03/06/00    000306-     Leased computer equip-
                              (Lessor)                 S/S                                      145235A     ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,    UCC-1     03/236/00   000323-     Leased computer equip-
                              (Lessor)                 S/S                                      103615A     ment and peripheral
                                                                                                            equipment and good
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (NE), Inc.       Brodie, Inc. d/b/a       Massachusetts -    UCC-1     01/10/00    687526      Two Toyota Cushion Tire
                              Toyota Lift of Boston    Secretary of the                                     Forklifts
                              Assignee: Toyota Motor   Commonwealth
                              Credit Corp.
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (NE), Inc.       Brodie, Inc. d/b/a       Massachusetts -    UCC-1     01/10/00    687527      Three Toyota Cushion
                              Toyota Lift of Boston    Secretary of the                                     Tire Forklifts
                              Assignee: Toyota Motor   Commonwealth
                              Credit Corp
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (NE), Inc.       Brodie, Inc. d/b/a       Massachusetts -    UCC-1     01/11/00    2015        Three Toyota Cushion
                              Toyota Lift of Boston    North Andover                                        Tire Forklifts
                              Assignee: Toyota Motor   Town Clerk
                              Credit Corp
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (NE), Inc.       Brodie, Inc. d/b/a       Massachusetts -    UCC-1     01/11/00    2016        Two Toyota Cushion Tire
                              Toyota Lift of Boston    North Andover                                        Forklifts
                              Assignee: Toyota Motor   Town Clerk
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            NBD Equipment Finance,   Indiana -          UCC-i     02/23/96    2035532     Leased Savin Model9013Z
                              Inc. F/K/A NBD Leasing,  Secretary of                                         Copier
                              Inc.                     State
<PAGE>

Safety-Kleen Corp             IBM Credit Corporation   Indiana -          UCC-1     03/31/00    2315298     Leased computer equip-
                              (LESSOR)                 Secretary of                                         ment and peripheral
                                                       State                                                equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            Newcourt Communications  Indiana -          UCC-1     07/12/99    2267787     Leased equipment under
                              Finance Corporation      Secretary of                                         Lease No. M512054
                              (LESSOR)                 State
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    Indiana -          UCC-1     09/01/99    2277884     Equipment leased under
                              Corporation              Secretary of                                         1/14/98 Master Lease
                                                       State                                                between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety Kleen                  Pitney Bowes Credit      Pennsylvania -     UCC-1     11/15/99    30931728    Equipment subject to
                              Corporation              Secretary of                                         5/18/99 lease between
                                                       the Commonwealth                                     debtor and secured party
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            Signet Leasing and       Illinois, Kane     UCC-1     10/24/95,   SBI74466,   209 Ford trucks and
                              Financial Corporation    County             and       01/02/96    SB174925    Chevrolet vans and mini
                                                                          UCC-3                             vans
                                                                          Amendment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            NationsBanc Leasing      Illinois, Kane     UCC-1     06/17/97,   SBI78591,   1 Cessna Citation VII
                              Corporation of North     County             and       07/01/97,   Bl78688,    aircraft and 120 leased
                              Carolina                                    UCC-3     07/25/97,   B178842,    Chevrolet, GMC, Ford and
                                                                          Amend-    09/08/97,   Bl79110,    Pete vans, trucks and
                                                                          ments     06/03/98    B180497     wagon
                                                                          and
                                                                          Assignment
<PAGE>

Safety-Kleen Corporation      Caterpillar Financial    Pennsylvania,      UCC-1     04/14/97    97-1926     1 Caterpillar lift truck
                              Services Corporation     Cumberland County                                    and substitutions,
                                                                                                            replacements, additions
                                                                                                            and accessions
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    Bank One Leasing Corp.   Kentucky - Boyd    UCC-1     06/21/99    9949761     1998/Astro Chevrolet
                                                       County                                               Serial No. 1GCDM19WB
                                                                                                            19400 Truck No. SK60391
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    General Electric         Kentucky - Boyd    UCC-1     01/11/00    2054097     1996 Chevrolet Serial
                              Capital Corporation      County                                               No. 1GCDM19W2TB176933
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            Bank of America Leasing  Kentucky - Boyd    UCC-1     04/24/00    2056330     1995/ Astro Chevrolet
                              & Capital, LLC           County                                               Serial No. IGCDM19WlSB
                                                                                                            181832
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            First Access/Toyota      PA- Luzerne        UCC-1     8/12/96     1393-96     Leased Forklift
                              Motor Credit             County
                              Corporation
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp             IBM Credit Corporation   Kentucky -         UCC-1     04/05/00    200008235   Leased computer equip-
                              (Lessor)                 Fayette County                                       ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp             Bank of America Leasing  Kentucky -         UCC-1     04/20/00    200009702   1996 Ford Aerostar
                              & Capital, LLC           Fayette County                                       Serial No. 1 FTDA1
                                                                                                            4U2TZB15183
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    U.S. Bancorp Leasing &   Kentucky -         UCC-1     03/24/00    200007129   1999 Peterbilt Serial
                              Financial                Fayette County                                       No. 1NPZLAOXlXD711154

------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    U.S. Bancorp Leasing &   Kentucky -         UCC-1     03/31/00    200007810   1996 Peterbilt Serial
                              Financial                Fayette County                                       No. 1XPFL79X3TN400716

<PAGE>

Safety-Kleen Systems, Inc.    U.S. Bancorp Leasing &   Kentucky -         UCC-1     05/16/00    200012042   1993 Ford Serial No.
                              Financial                Fayette County                                       1FCKE39HlPHB60727
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            IBM Credit Corporation   SD- S/S            UCC-1     4/28/00     001191000   Leased computer equip-
                                                                                                4260        ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            IBM Credit Corporation   SD- S/S            UCC-1     4/7/00      000981100   Leased computer equip-
                                                                                                269         ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    SD- S/S            UCC-1     8/31/99     992430901   Equipment leased under
                              Corporation                                                       600         1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. as         Newcourt Communications  Indiana- Lake      UCC-1     07/16/99    99002131    Leased equipment under
Lessee                        Finance Corporation as   County                                               Lease No. M512054
                              Lessor
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    NationsBank Leasing      SC- S/S            UCC-1     8/21/98     115702 A    exhibit missing from
                              Corporation                                                                   search results
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    General Electric         SC- S/S            UCC-1     12/31/98    130500A     specific equipment; copy
                              Capital Corporation                                                           illegible
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    Banc One Leasing         SC- S/S            UCC-1     6/10/99      102447A    42 leased Chevrolet vans
                              Corporation
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    Banc One Leasing         SC- S/S            UCC-1     6/10/99     102556A     98 leased Chevrolet
                              Corporation                                                                   trucks and vans
<PAGE>

Safety-Kleen Services, Inc.   Cisco Systems Capital    IA- S/S            UCC-1     8/31/98     P038798     Equipment leased under
                              Corporation                                                                   1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            IBM Credit Corporation   IA- S/S            UCC-1     3/28/98     P093030     Leased computer equip-
                                                                                                            ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (GS), Inc.       N/A                      California, -      State     04/24/00    0012260433  State tax lien in the
                                                       Secretary of       tax                               amount of $4267.08.
                                                       State              lien
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen et al in         Centry Constructors &    Third Judicial     Mechanics 5/16/00     Civil No.   $132,718.83
respect of the Safety-Kleen   Engineers,  L.C.         District Court     lien                  000300434CN
(Clive), Inc. facility                                 for Toole County,  fore-
                                                       State of Utah      closure


------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    W.E. Carlson             IL                 Notice    4/27/00     N/A         $10,800.00
                              Corporation                                 and
                                                                          claim of
                                                                          mechanics'
                                                                          lien
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (WT), Inc.       Storage USA              TN                 Notice    5/28/00     N/A         $256.83;
                                                                          of
                                                                          warehouse
                                                                          men's
                                                                          lien and
                                                                          foreclosure


------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Bridgeport),    Geo. P. Reintjes Co.,    NJ                 Const-    6/7/00      N/A         295,458.50
Inc.                          Inc.                                        uction
                                                                          lien
                                                                          claim
<PAGE>

Safety-Kleen (Roebuck), Inc.  Cannon Roofing Co.,      SC                 Notice    6/14/00     N/A         $25,630.00
                              Inc.                                        and
                                                                          certifi-
                                                                          cate of
                                                                          mechanics'
                                                                          lien
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (WT), Inc.       Holt Plumbing Heating    TN: Davidson       Notice    6/26/00                 $10,500.00
                              and Cooling, Inc.        County             and affidavit
                                                       Register of        of lien
                                                       Deeds

------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            Cornerstone Environ-     CA: Contra Costa   Claim of  6/14/00                 $61,589.45
                              mental (Randy Fowler)    County Recorder    Mechan-
                                                                          ics, lien
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    TXI Operations, LP       TX: Denton County  Mechan-   6/15/00                 $150,903.88
                              d/b/a Texas Industries   Clerk of Court     ics' lien
                                                                          affidavit
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Encotec), Inc.  Western Atlas            TX: Harris County  TX Prop.  6/23/00                 claim of $4,579.00
                              Intentional d/b/a Baker                     Code Art.                         secured by water wells
                              Atlas                                       56.021,                           and appurtenant property
                                                                          56.023,
                                                                          56.003
------------------------------------------------------------------------------------------------------------------------------------
See below**                   AIG Insurance Company    South Carolina -   UCC-1     03/27/00    000327-     Security Agreement/
                                                       Secretary of                             161840A     General Indemnity
                                                       State                                                Agreement relating to
                                                                                                            the secured  party's
                                                                                                            issuance of construction
                                                                                                            surety bonds
------------------------------------------------------------------------------------------------------------------------------------

**Dirt Magnet, Inc., Safety-Kleen (Altair), Inc., Safety-Kleen (California),  Inc., Safety-Kleen  (Chattanooga),  Inc., Safety-Kleen
Chemical Services,  Inc.,  Safety-Kleen  (Clive),  Inc.,  Safety-Kleen  (Crowley),  Inc.,  Safety-Kleen  (Custom  Transport),  Inc.,
Safety-Kleen  (Delaware),  Inc.,  Safety-Kleen  (Deer Park),  Inc.,  Safety-Kleen  (Deer Trail),  Inc.,  [3E Company  Environmental,
Ecological and Engineering,] Elgint Corp., Safety-Kleen  Envirosystems Company,  Safety-Kleen  Envirosystems Company of Puerto Rico,
Safety-Kleen (Gloucester),  Inc., Safety-Kleen Holdings, Inc., Safety-Kleen Osco Holdings, Inc., Safety-Kleen (LaPorte), Inc., LEMC,
Inc., Safety-Kleen (Los Angeles), Inc.,

<PAGE>


Chemclear,  Inc.  of Los  Angeles,  Safety-Kleen  (Lone  and  Grassy  Mountain),  Inc.,  The  Midway  Gas and Oil Co.,  Safety-Kleen
(Minneapolis),  Inc., Safety-Kleen (Mt. Pleasant), Inc., Ninth Street Properties,  Inc., Safety-Kleen Oil Recovery Co., Safety-Kleen
Oil Services, Inc., Safety-Kleen  (Pecatonica),  Inc., Petrocon, Inc., Safety-Kleen  (Pinewood),  Inc., Safety-Kleen  (Placquemine),
Inc.,  Safety-Kleen (PPM), Inc., Safety-Kleen (Puerto Rico), Inc.,  Safety-Kleen  (Roebuck),  Inc.,  Safety-Kleen  (Encotec),  Inc.,
Safety-Kleen  (Rosemount),  Inc.,  Safety-Kleen (San Antonio),  Inc.,  Safety-Kleen (San Jose), Inc.,  Safety-Kleen (Sawyer),  Inc.,
Safety-Kleen Services,  Inc., SK Real Estate, Inc., Safety-Kleen (Sussex),  Inc., Safety-Kleen (Tipton), Inc., Safety-Kleen (Tulsa),
Inc., USPCI , Inc. of Georgia, Safety-Kleen, White Castle, Inc., Safety-Kleen (Wichita), Inc., Safety-Kleen (WT), Inc., Safety-Kleen
Corp, Inc., Safety-Kleen (NE), Inc., Safety-Kleen (TG), Inc., Safety-Kleen (FS), Inc., Safety-Kleen (TS), Inc.,

</TABLE>
<PAGE>

                                                                 SCHEDULE 5.9 TO
                                                                CREDIT AGREEMENT


                         INTELLECTUAL PROPERTY MATTERS
<PAGE>

                                                                    SCHEDULE 5.9

1.      Lawsuit  styled  DOUGLAS K. DIETER v. THE REGENTS OF THE  UNIVERSITY  OF
        CALIFORNIA, ET AL. (including Solvent Services, Inc. "SSI") filed in the
        United  States  District  Court for The Eastern  District of  California
        (Case  No.:  CIV-S-95-686  DFL GGH)  relative  to  patent  rights  in an
        in-situ,   steam  injection,   remedial  technology  patent  claimed  by
        Plaintiff, a former employee of SSI while a student at the University of
        California at Berkeley.  Matter settled by settlement agreement and case
        dismissed with prejudice October 12, 1999.

2.      Lawsuit styled FRANK MANCHAK, JR. v. CHEMICAL WASTE MANAGEMENT,  INC. ET
        AL.  (including  Laidlaw  Environmental   Services,   Inc.  and  Rollins
        Environmental  Services (TX) Inc.) filed in the U.S.  District Court for
        the District of Delaware  (Case No.:  95-709)  relative to patent rights
        claimed  by the  Plaintiff  in a  stabilization  process  involving  the
        combination of sludge and a calcium oxide containing  material through a
        mixer.

3.      Letter to USPCI dated  2/14/97 from Harding,  Earley,  Follmer & Frailey
        representing  Nittany Tarp, owner of US Patent No.  4,948,193,  claiming
        that USPCI is infringing upon the patent,  offering opportunity to enter
        into  licensing  agreement.  Responded  that  letter  was  routed to our
        supplier. Supplier's attorney, Laubscher & Laubscher responded by letter
        dated 3/26/97 denying infringement,  declining offer for license, stated
        that matter considered closed.

4.      Letter to Laidlaw Environmental  Services, Inc. ("LESI") dated April 12,
        1996  from  McBride  Baker &  Coles,  representing  Software  Publishers
        Association ("SPA") claiming that LESI is utilizing unlicensed copies of
        software  on  personal  computers.  Various  correspondence  has ensued.
        Latest  correspondence from LESI dated 10/9/96 offering to settle claims
        on a reasonable basis. No response from SPA attorney.

5.      Letter to LESI dated May 1, 1996 from Donahue,  Gallagher,  Woods & Wood
        representing  Business  Software  Alliance,  alleging that LESI may have
        installed  more copies of software  programs on its  personal  computers
        than  it is  authorized  to  use.  Various  correspondence  has  ensued.
        Settlement entered into on or about July 30, 1998.

6.      Letter  to  Safety-Kleen  Corp.  dated  June  16,  2000  from  Lipman  &
        Biltekoff,  LLP, representing  Earthwatch Waste Systems,  Inc., alleging
        that Safety-Kleen (Deer Trail),  Inc. infringes upon at least claims 1-4
        of U.S. Patent No.  4,624,604  owned by  Environmental  Design,  Inc., a
        subsidiary  of  Earthwatch  Waste  Systems,   Inc.   Safet-Kleen  denied
        infringement  and notied  Earthwatch of bankruptcy  stay by letter dated
        July 13, 2000.

7.      Administrative  Proceeding  pending in the  Trademark  office of Brazil.
        Safety-Kleen  filed an opposition  against the registration of Brazilian
        Trademark  Application  Serial No. 821633252 for the mark  Safety-Clean,
        filed by Saimatec Trading LTDA. The Opposition was filed in March 2000.

8.      Administrative  Proceeding  pending  in the  Trademark  office of Japan.
        Safety-Kleen  filed an opposition  against the  registration of Japanese
        Trademark  Application  Serial No.  43337635 for the mark Safety & Clean
        with Device.  This application was filed by Gatsutekku Service Co., Ltd.
        The opposition was filed March 27, 2000 and was assigned  Opposition No.
        2000-90262-1.

<PAGE>

9.      Administrative  Proceeding  pending in the Trademark  office of Lebanon.
        Safety-Kleen  filed a Cancellation of the  registration of the trademark
        Safety Kleen that was filed by Youssef Namer Mansour  Trading of Beirut,
        Lebanon. This applciation was filed on November 6, 1998 for insecticides
        and cleaning services in general.
<PAGE>


<TABLE>
                                                                                  SCHEDULE 5.15 TO
                                                                                  CREDIT AGREEMENT

                                   AFFILIATES

<PAGE>


                                CORPORATE ORGANIZATIONAL STRUCTURE

                                 SAFETY-KLEEN CORP. - - NYSE: (SK)
<CAPTION>

THE FOLLOWING LIST SETS FORTH THE SUBSIDIARIES OF SAFETY-KLEEN  CORP. AS OF MARCH 13, 2000. PARENT
SUBSIDIARY RELATIONS ARE INDICATED BY INDENTATIONS. UNLESS OTHERWISE INDICATED, 100% OF THE VOTING
SECURITIES OF EACH SUBSIDIARY IS OWNED BY THE INDICATED PARENT OF SUCH SUBSIDIARY.

<S>                                                                        <C>

------------------------------------------------------------------------------------ --------------
                                NAME OF CORPORATION                        STATE OF INCORPORATION
---------------------------------------------------------------------------------------------------
SAFETY-KLEEN CORP.                                                              Delaware
---------------------------------------------------------------------------------------------------
    SAFETY-KLEEN SERVICES, INC.                                                 Delaware
------- -------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CONSULTING), INC. (7.8635%)                               Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (LONE AND GRASSY MOUNTAIN), INC.                           Oklahoma
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (TULSA), INC.                                          Oklahoma
---------------------------------------------------------------------------------------------------
                SAFETY-KLEEN (SAN ANTONIO), INC.                                Texas
---------------------------------------------------------------------------------------------------
                SAFETY-KLEEN (WICHITA), INC.                                    Kansas
---------------------------------------------------------------------------------------------------
            USPCI OF MISSISSIPPI, INC. (50%)                                    Mississippi
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (DELAWARE), INC.                                       Delaware
---------------------------------------------------------------------------------------------------
                SK SERVICES (EAST), L.C.                                        Utah
---------------------------------------------------------------------------------------------------
                SK SERVICES, L.C.                                               Utah
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (ROSEMOUNT), INC.                                          Minnesota
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (SAWYER), INC.                                             Oklahoma
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PPM), INC.                                                Georgia
---------------------------------------------------------------------------------------------------
            NINTH STREET PROPERTIES, INC.                                       Missouri
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (SAN JOSE), INC.                                           California
---------------------------------------------------------------------------------------------------
        CHEMCLEAR, INC. OF LOS ANGELES                                          Delaware
---------------------------------------------------------------------------------------------------
        USPCI, INC. OF GEORGIA                                                  Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN HOLDINGS, INC.                                             Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (WESTMORLAND), INC. (50%)                                  California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BUTTONWILLOW), INC. (23%)                                 California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (NE), INC.                                                 New Hampshire
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CROWLEY), INC.                                            Louisiana
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (LAPORTE), INC.                                            Texas
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (TG), INC.                                                 Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (ROEBUCK), INC.                                            South Carolina
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (TS), INC.                                                 Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (COLFAX), INC.                                             Delaware
---------------------------------------------------------------------------------------------------
        GSX CHEMICAL SERVICES OF OHIO, INC.                                     Ohio
---------------------------------------------------------------------------------------------------
        LEMC, INC.                                                              Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN CHEMICAL SERVICES, INC.                                    Massachusetts
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (ALTAIR), INC.                                             Texas
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (FS), INC. (13%)                                       Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BDT), INC.                                                New York
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (FS), INC. (87%)                                           Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (GS), INC.                                                 Tennessee
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CLIVE), INC.                                              Oklahoma
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (WT), INC.                                                 Ohio
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN OSCO HOLDINGS, INC.                                        Delaware
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (NASHVILLE), INC.                                      Tennessee
---------------------------------------------------------------------------------------------------
            OSCO TREATMENT SYSTEMS OF MISSISSIPPI, INC. (50%)                   Tennessee
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BARTOW), INC.                                             Florida
---------------------------------------------------------------------------------------------------

                                                                                             Page 1
<PAGE>

---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CALIFORNIA), INC.                                         California
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (BUTTONWILLOW), INC. (77%)                             California
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (WESTMORLAND), INC. (50%)                              California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CHATTANOOGA), INC.                                        Tennessee
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PECATONICA), INC.                                         Illinois
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PINEWOOD), INC.                                           South Carolina
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (WHITE CASTLE), INC.                                       Colorado
---------------------------------------------------------------------------------------------------
        LAIDLAW ENVIRONMENTAL SERVICES DE MEXICO, S.A. DE C.V.                  Mexico
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PUERTO RICO), INC.                                        Puerto Rico
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BRIDGEPORT), INC.                                         Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (DEER PARK), INC.                                          Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BATON ROUGE), INC.                                        Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PLAQUEMINE), INC.                                         Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CUSTOM TRANSPORT), INC.                                   Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (LOS ANGELES), INC.                                        California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (TIPTON), INC.                                             Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (GLOUCESTER), INC.                                         Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (DEER TRAIL), INC.                                         Colorado
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (MT. PLEASANT), INC.                                       Tennessee
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (MINNEAPOLIS), INC.                                        Minnesota
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (ARAGONITE), INC.                                      Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (SUSSEX), INC.                                             Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (ENCOTEC), INC.                                            Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN SYSTEMS, INC.                                              Wisconsin
---------------------------------------------------------------------------------------------------
            ECOGARD, INC.                                                       Delaware
---------------------------------------------------------------------------------------------------
            CURBSIDE, INC. (49%)                                                California
---------------------------------------------------------------------------------------------------
            SK EUROPE, INC.                                                     Nevada
---------------------------------------------------------------------------------------------------
                SAFETY-KLEEN EUROPE LIMITED (44%)                               United Kingdom
---------------------------------------------------------------------------------------------------
            DIRT MAGNET, INC.                                                   Colorado
---------------------------------------------------------------------------------------------------
                THE MIDWAY GAS AND OIL CO.                                      Colorado
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN CANADA INC. (1)                                        New Brunswick
---------------------------------------------------------------------------------------------------
                RYAN & PATRICK HOLDINGS INC.                                    Ontario
---------------------------------------------------------------------------------------------------
                    ARDEE SOLVENT INC.                                          Ontario
---------------------------------------------------------------------------------------------------
                    ARDEE RECYCLING INC.                                        Ontario
---------------------------------------------------------------------------------------------------
                    ARDEE OIL INC.                                              Ontario
---------------------------------------------------------------------------------------------------
                ENVIRONNEMENT SERVICES ET MACHINERIE E.S.M. INC.                Quebec
---------------------------------------------------------------------------------------------------
            ELGINT CORP.                                                        Nevada
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN ENVIROSYSTEMS COMPANY                                  California
---------------------------------------------------------------------------------------------------
                SAFETY-KLEEN ENVIROSYSTEMS COMPANY OF PUERTO RICO, INC.         Indiana
---------------------------------------------------------------------------------------------------
            PETROCON, INC.                                                      Delaware
---------------------------------------------------------------------------------------------------
            PHILLIPS ACQUISITION CORP.                                          Delaware
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (CONSULTING), INC. (78.6349%)                          Delaware
---------------------------------------------------------------------------------------------------
            SK REAL ESTATE INC.                                                 Illinois
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN INTERNATIONAL, INC.                                    Delaware
---------------------------------------------------------------------------------- ----------------
            SAFETY-KLEEN OIL RECOVERY CO.                                       Delaware
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN OIL SERVICES, INC.                                     Delaware
---------------------------------------------------------------------------------------------------

(1) 3095-7146  Quebec Inc.  holds  711,199  Class Z shares  (however,  they are  physically  held by
Safety-Kleen Canada Inc. and Safety-Kleen  Systems,  Inc. as collateral for payment of outstanding
loans).

                                                                                              Page 2
<PAGE>
----------------------------------------------------------------------------------------------------
            THE SOLVENTS RECOVERY SERVICE OF NEW JERSEY, INC.                   New Jersey
---------------------------------------------------------------------------------------------------
            3E COMPANY ENVIRONMENTAL, ECOLOGICAL AND ENGINEERING (75.8%)        California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN LTD.                                                       New Brunswick
-------------------------------------------------------------------------------------- ------------
            510127 N.B. INC.                                                    New Brunswick
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN SERVICES (QUEBEC) LTD.                                 Quebec
---------------------------------------------------------------------------------------------------
                SAFETY-KLEEN SERVICES (MERCIER) LTD.                            Quebec
---------------------------------------------------------------------------------------------------
                SK D'INCINERATION INC.                                          Quebec
---------------------------------------------------------------------------------------------------

                                                                                             Page 3
</TABLE>

<PAGE>
                                                                   SCHEDULE 5.17

                              ENVIRONMENTAL MATTERS
                            PRODUCTS LIABILITY CASES

         From  time to  time,  one or more of the  Loan  Parties  is  named as a
defendant  in  various  lawsuits  arising  in the  ordinary  course of  business
including proceedings wherein persons claim injury resulting from the use of the
Loan Party's parts cleaner  equipment  and/or cleaning  products,  other matters
involving  personal  injury and property  damage  claims and  employment-related
claims.  There are presently 48 such cases  pending  against the Loan Parties in
various   jurisdictions  (29  in  California)  which  pose  possible   uninsured
liabilities for the Loan Parties.


                                  CERCLA CASES

         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  owner  and  operators  of  sites  which  release   hazardous
substances,  as well as generators and  transporters of the waste material,  are
jointly and severally  liable for remediation  costs and  environmental  damage.
Loan  Parties  have  been  notified  that  one or more of them is a  potentially
responsible party in connection with approximately 50 locations in its hazardous
waste management and other businesses. The Loan Parties continually review their
status  with  respect  to  each   location  and  the  extent  of  their  alleged
contribution  to the volume of waste at the  location,  the  available  evidence
connecting  the Loan  Party to that  location,  and the  numbers  and  financial
soundness of other potentially responsible parties at the location.


                          SAFETY-KLEEN (PINEWOOD), INC.
                        COMPLIANCE AND LEGAL PROCEEDINGS

         A Loan Party,  Safety-Kleen  (Pinewood),  Inc.  ("Pinewood"),  owns and
operates a hazardous  waste landfill near the Town of Pinewood in Sumter County,
South  Carolina.  In January 2000,  the South Carolina Court of Appeals issued a
decision  which if it stands,  presents  negative  consequences  with respect to
financial assurance requirements and capacity for the facility.


                               FINANCIAL ASSURANCE

         South Carolina law requires that  hazardous  waste  facilities  provide
evidence  of  financial  assurance  for  potential   environmental  cleanup  and
restoration in form and amount to be determined by the South Carolina Department
of Health and  Environmental

<PAGE>

Control  ("DHEC").  In its order granting a Part B Permit for the Facility dated
May 19,  1994,  the Board of DHEC  (the  "Board")  decided  that over a ten year
period  Pinewood must establish a cash funded trust (GSX  Contribution  Fund) in
the amount of $133 million,  adjusted for inflation,  as financial assurance for
potential  environment  cleanup and restoration.  In August 1994,  Pinewood paid
approximately  $14  million  cash  into  the  GSX  Contribution  Fund as a first
installment.  The ash funded  trust now  stands at  approximately  $19  million.
Pinewood appealed to the South Carolina Circuit Court contesting the legality of
the Board's determination.

         Thereafter,  DHEC  promulgated,  and in June  1995 the  South  Carolina
Legislature   approved,    regulations   governing   financial   assurance   for
environmental cleanup and restoration giving  owner/operators of hazardous waste
facilities  the right to choose form among six options for  providing  financial
assurance.  The options include  insurance,  a bond, a letter of credit,  a cash
trust fund and a corporate guaranty with a financial test.

         Under authority of the new  regulations,  Pinewood  currently  provides
financial assurance for potential environmental cleanup and restoration composed
of a combination of the existing State  Permitted Sites Fund (this is a state of
South  Carolina fund created by statute and funded by hazardous  waste  disposal
taxes at Pinewood) in the amount of  approximately $9 million and the balance of
a total package of over $140 million by way of insurance policies.  Pinewood has
left in place  the GSX  Contribution  Fund in the  amount of  approximately  $19
million.  Parties opposing the facility appealed the validity of the regulations
to the South Carolina Circuit Court.


                                    CAPACITY

         In its May 19,  1994  Order,  the  DHEC  Board  established  Pinewood's
hazardous  waste  capacity  at 2,250  acre  feet and  determined  that all waste
disposal (both  hazardous and  non-hazardous)  would count against the capacity.
However,  due  to  what  the  Board  viewed  as  past  confusion  as to  whether
non-hazardous  should count against capacity at the facility,  non-hazardous was
only  counted  prospectively  (i.e.  from the Board Order  forward).  At current
volumes,  the Board Order gave the facility  approximately 10 years of remaining
capacity from the date of the Order  (approximately four years remaining at this
time).  Pinewood and  opposition  parties  appealed the Board  determination  of
capacity to the South Carolina Circuit Court.


                                 COURT DECISIONS

     A decision was issued by the Circuit Court on August 19, 1997 holding:

     1.   The  regulations  legally valid and applicable to financial  assurance
          requirements of the Pinewood landfill; and
     2.   Upholding the Board's decision as to capacity.

<PAGE>

Pinewood and opposing  parties appealed the decision to the South Carolina Court
of Appeals.

         On  January  17,  2000,  the  Court  of  Appeals  issued  its  decision
declaring:

     1.   The regulations  invalid due to insufficient  public notice during the
          promulgation  procedure and ordering  Pinewood to  immediately  comply
          with the cash  financial  assurance  requirements  of the May 19, 1994
          DHEC  Board  Order  (this  would  require a present  cash  payment  of
          approximately $70 million).

     2.   That   non-hazardous  and  hazardous  waste  counts  against  Pinewood
          capacity from the beginning of waste disposal. The practical effect of
          the decision would render Pinewood at 500 acre feet over its permitted
          capacity  at this time,  notwithstanding  the fact that under the DHEC
          Board Order,  Pinewood was prohibited from seeking additional capacity
          until it was within three years of exhaustion  of presently  permitted
          capacity,  (Pinewood had at least four years remaining capacity at the
          time of the decision).

         On May 4, 2000,  Pinewood  petitioned the South Carolina  Supreme Court
for a writ of certiorari from the state Court of Appeals decision.

         On June 9, 2000 (on the same day but after  Pinewood filed its petition
for bankruptcy  protection in the United States  District Court for the District
of Delaware),  DHEC issued an Emergency  Order  finding that Frontier  Insurance
Company - which is the issuer of bonds used to provide  for  Pinewood's  closure
cost,  post-closure  cost, and third party  liability  financial  assurance - no
longer meets regulatory standards for bond issuers.  Based on this finding, DHEC
ordered that  Pinewood  cease  accepting  waste for disposal by August 28, 2000,
unless it could provide acceptable  alternative  financial assurance by June 27,
2000.

         On June 13, 2000,  the South Carolina  Supreme Court denied  Pinewood's
petition  for a writ of  certiorari  and the  decision  of the Court of  Appeals
became final.

         On June 14, 2000,  DHEC sent notice by letter to the Pinewood  Facility
directing that Pinewood cease  accepting waste for disposal in 30 days - by July
14,  2000 - and  submit  a  closure  plan.  DHEC  based  this  directive  on the
then-final  decision  of the  Court  of  Appeals  that all  non-hazardous  waste
disposed  at  Pinewood  should be counted  against  Pinewood's  hazardous  waste
capacity  limit and  DHEC's  resulting  conclusion  that  there is no  remaining
permitted capacity at Pinewood.

         On June 22, 2000, DHEC sent notice by letter to Pinewood that under the
Court of Appeals decision,  financial  assurance  regulations for cleanup and/or
environmental impairment restoration at hazardous waste treatment,  storage, and
disposal  facilities were vacated and,  therefore,  this financial assurance for
Pinewood must be provided in

<PAGE>


accordance  with the DHEC Board  Order  dated May 19,  1994.  The June 22,  2000
letter  further  directed  that  within  15  days  Pinewood  provide  DHEC  with
information  on how Pinewood would comply with the May 19, 1994 DHEC Board Order
including  payment into the GSX  Contribution  Fund. As of May 31, 2000, the GSX
Contribution Fund contained $18,748,552.05,  which means that under the June 22,
2000 DHEC letter Pinewood would be required to currently pay  approximately  $68
million  into  the  GSX   Contribution   Fund,  as  well  as  make  payments  of
approximately  $14  million  each year for the next four years to reach the full
funding requirement.

         On July 7, 2000,  Pinewood  filed a legal  action in the United  States
District for the District of Delaware against the State of South Carolina, DHEC,
DHEC Board Chairman  (Bradford W. Wyche) and DHEC Commissioner  (Douglas Bryant)
under the caption: In Re:  Safety-Kleen Corp., et al.,  Debtor-Chapter 11 Cases,
Case No. 00-2303 Jointly Administered - Adversary Proceeding No. A-00-698,  C.A.
No.  00-637.  In this action  Pinewood  seeks to stay and/or enjoin DHEC and the
State of South Carolina from enforcement of the previously-described  directives
to Pinewood  set forth in the June 9, 2000 DHEC  Emergency  Order,  the June 14,
2000 DHEC letter to Pinewood, and the June 22, 2000 DHEC letter to Pinewood upon
the grounds that the actions of DHEC are invalid under various provisions of the
United States  Constitution  and/or  violate the automatic stay provision of the
United  States  Bankruptcy  Code and/or  should be enjoined  under the equitable
powers of the  Bankruptcy  Court.  As an alternative  cause of action,  Pinewood
demanded  that it be  compensated  for the taking of its  property  without just
compensation  under provisions of the Constitutions of the United States and the
State of South Carolina.

         On July 10, 2000, the United States  District Court for the District of
Delaware issued an Order  restraining  DHEC and the State of South Carolina from
enforcing its anticipated  closure of the Pinewood facility pursuant to the June
14, 2000 DHEC letter.  On July 12, 2000 the United States District Court for the
District of Delaware issued an Order  transferring the case to the United States
District Court for the District of South Carolina and ordering that the Order of
July 10, 2000  remain in full force and effect  pending a ruling from the United
States  District Court for the District of South Carolina on Pinewood's  request
for a preliminary  injunction against DHEC and the State of South Carolina.  The
South  Carolina  Federal  District  Court  will  hear  Pinewood's  Motion  for a
Preliminary Injunction on August 22, 2000.


                               FINANCIAL ASSURANCE
                           FRONTIER INSURANCE COMPANY

         The Loan  Parties  have learned  that  Frontier  Insurance  Company was
removed  from the  Department  of the  Treasury's  listing of approved  sureties
(Department  Circular  570) on June 1, 2000.  Consequently,  frontier  Insurance
Company is no longer  approved to issue surety  bonds for closure,  post closure
and third-party financial assurance. Currently, approximately 50% (approximately
$279  million in coverage) of the combined  Loan  Parties'  financial  assurance
surety bonds are with Frontier Insurance  Company.

<PAGE>


The Loan Parties are working closely with Marsh and McLennan Companies to obtain
new financial assurance surety bonds with sureties approved by the Department of
the Treasury.  The Loan Parties are also working closely with the U.S. EPA and a
number of state regulatory agencies to obtain an extension of time for replacing
the Frontier coverages.  It is not certain that the Loan Parties will be able to
obtain new financial assurance instruments to replace the Frontier coverages. If
the Loan  Parties  are  unable to  replace  the  Frontier  coverages  within the
allowable  time  frame (60 days in most  cases  unless an  extension  of time is
obtained),  many of the Loan  Parties  may be in  violation  of their  operating
Permits which could subject the Loan Parties to enforcement  sanctions including
possible cessation of operation pending  replacement of the financial  assurance
coverage.

<PAGE>
                                                              SCHEDULE 8.2(b) TO
                                                                CREDIT AGREEMENT

                              EXISTING INDEBTEDNESS


<PAGE>

<TABLE>

Section 8.2b
Schedule of Existing Indebtedness
June 9, 2000
<CAPTION>
<S>                                                       <C>   <C>           <C>


                             Debt                                Principal               Legal
                          Obligation                               Amount                Entity
-----------------------------------------------------           -----------   ---------------------------
Bank Debt
---------
Tranche A                                                       351,750,000   Safety-Kleen Services, Inc.
   Amended and Restated Credit Facility Dated 4/3/98
Tranche B                                                       393,000,000   Safety-Kleen Services, Inc.
   Amended and Restated Credit Facility Dated 4/3/98
Tranche C                                                       393,000,000   Safety-Kleen Services, Inc.
   Amended and Restated Credit Facility Dated 4/3/98
Revolver                                                        340,000,000   Safety-Kleen Services, Inc.
   Amended and Restated Credit Facility Dated 4/3/98
Canadian                                                  CDN$   71,892,450   Safety-Kleen Ltd.
   Amended and Restated Credit Facility Dated 4/3/98

High Yield
----------
Services High Yield                                             325,000,000   Safety-Kleen Services, Inc
    9.25% Senior Sub. Notes Due 2008
Corp. High Yield                                                225,000,000   Safety-Kleen Corp.
   9.25% Senior Notes Due 2009

Third Party
-----------
Citibank ISDA                                                    32,289,452   Safety-Kleen Services, Inc
    Prime Note dated 3/17/00
Toronto Dominion ISDA                                            37,171,237   Safety-Kleen Services, Inc
    Prime Note dated 3/16/00
Elgin Line                                                        6,237,575   Safety-Kleen Systems, Inc.
    Demand Note dated 3/14/00
Toronto Dominion Overdraft                                CDN$   25,236,038   Safety-Kleen Ltd.
   Canadian Operating Line
Westinghouse Note                                                60,000,000   Safety-Kleen Corp.
    Westinghouse Promissory Note dated 5/15/97
RACT Note                                                         1,943,260   Safety-Kleen Services, Inc
    Ract, Inc. Promissory Note due 3/19/01
Semnani Note (USPCI - Grassy/Grayback)                               58,182   Safety-Kleen (Lone & Grassy Mtn.), Inc.
     Note due 4/15/01
Davis Note (LLE - Bryson)                                            44,202   Safety-Kleen (TG), Inc.
    Note due 3/01/01
Toyota Motor Credit                                                 522,443   Safety-Kleen Systems, Inc.
    Forklift Capital Leases
GE Capital Aircraft                                               8,174,735   Safety-Kleen Systems, Inc.
    Lease agreement dated 12/10/98
Miscellaneous                                                        84,065

Industrial Revenue Bonds
------------------------
Aragonite                                                        45,700,000   Safety-Kleen Corp.
    Tooele County, Utah  Due 7/01/27
California Polution Control                                      19,500,000   Safety-Kleen Corp.
     Cal. Poll. Cont. Financing Auth. Due 7/01/07
Clive                                                            10,000,000   Safety-Kleen (Clive), Inc.
    Tooele County, Utah  USPCI  Due 8/10/10

7/28/00                                                                                               Page 1
<PAGE>

Osco                                                             15,700,000   Safety-Kleen (Nashville), Inc.
   Nashville and Davidson County  Due 5/01/03

7/28/00                                                                                               Page 2

</TABLE>
<PAGE>
                                                              SCHEDULE 8.3(f) TO
                                                                CREDIT AGREEMENT





                                 EXISTING LIENS

<PAGE>

<TABLE>
<CAPTION>

                                                  Schedule of Pre-Petition Liens:
<S>                           <C>                      <C>                <C>       <C>         <C>         <C>

Debtor Name                   Secured Party/                              Type of               File        Collateral Description/
                              Amended or Assigned      Jurisdiction       Filing    File Date   Number      Comments
                              Name
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp             William Scotsman, Inc.   New York - Erie    UCC-1     09/29/99    Q55-8311    Leased 40'x 8' mobile
                                                       County                                               office, serial #
                                                                                                            CT-06062
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp             William Scotsman, Inc.   New York - Erie    UCC-1     11/22/99    Q71-3982    Leased 40'x 8'mobile
                                                       County                                               office, serial #CT-07-
                                                                                                            144
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Bartow), Inc.   Toyota Motor Credit      Florida-           UCC-1     06/24/99    990000142   One truck model, 2
                              Corporation              Secretary of                             832         battery model
                                                       State
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Bridgeport),    Chesapeake Bank of       New Jersey -       UCC-1     Copy        1960862     L-EZ-GO Workhorse ST
Inc.                          Maryland                 Secretary of                 illegible               Sport
                                                       State
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Bridgeport),    Citicorp Del Lease,      South Carolina -    UCC-1    11/17/98    981117-     (2) Used Yale Model
Inc.                          Inc.                     Secretary of                             102822A     GDPO50 Serial #'s 545835
                                                       State                                                & 545836 with 86" x 190
                                                                                                            Mast/42" Forks/Sideshift
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Buttonwillow),  Xerox Corporation        California -       UCC-1     10/08/98    98289600    Leased Xerox 5385 with
Inc.                                                   Secretary of                             55          all parts, attachments,
                                                       State                                                additions, replacements
                                                                                                            and repairs
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Buttonwillow),  The Quinn Company        California -       UCC-1     12121/98    98362600    1998 Caterpillar
Inc.                                                   Secretary of                             97          Model815F Compactor
                                                       State
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Chattanooga),   Caterpillar Financial    Tennessee-         UCC-1     02/09/00    300-008     2 Caterpillar lift
Inc.                          Services Corporation     Secretary of                             408         trucks and substitu-
                                                       State                                                tions, replacements,
                                                                                                            additions and
                                                                                                            accessions.
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Chattanooga),   Caterpillar Financial    Tennessee -        UCC-1     02/09/00    300-008409  1 Caterpillar lift truck
Inc.                          Services Corporation     Secretary of                                         and substitutions,
                                                       State                                                replacements, additions
                                                                                                            and accessions.
<PAGE>

Safety-Kleen ENV Services,    Cisco Systems Capital    Ohio, Summit       UCC-1     03/16/99    21029030    Leased computer network-
Inc.                          Corporation              County                                               ing equipment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    Ohio, Summit       UCC-1     08/20/99    21034722    Equipment under Master
                              Corporation              County                                               Agreement to Lease
                                                                                                            Equipment and schedules
                                                                                                            thereto, and related
                                                                                                            rights and property
------------------------------------------------------------------------------------------------------------------------------------
Safety Kleen                  Pitney Bowes Credit      Pennsylvania-      UCC-1     11/15/99    30931728    Equipment subject to
                              Corporation              Secretary of                                         5/18/99 lease between
                                                       the Commonwealth                                     debtor and secured party
------------------------------------------------------------------------------------------------------------------------------------
Safety Kleen                  Xerox Corporation        California -       UCC-I     10/08/98    9828960055  Leased Xerox 5385 with
                                                       Secretary of                                         all parts, attachments,
                                                       State                                                additions, replacements
                                                                                                            and repairs
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    Massachusetts -    UCC- 1    08-31-99    99657394    Equipment leased under
                              Corporation              Norfolk County                                       1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured  party, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    South Carolina,    UCC-1     11/10/98    981110-     Leased computer
                              Corporation              S/S                                      11443 1 A   networking equipment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    South Carolina,    UCC-1     08/19/99    990819-     Equipment leased under
                              Corporation              S/S                                      100837A     1/11/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party, and
                                                                                                            related rights
                                                                                                            and property
<PAGE>

Safety-Kleen Services, Inc.   Cisco Systems Capital    South Carolina,    UCC-1     09/03/99    990903-     Equipment leased under
                              Corporation              S/S                                      105522A     1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    South Carolina,    UCC-1     11/10/98    981110-     Leased computer network-
                              Corporation              S/S                                      114422A     ing equipment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    Texas-             UCC-1     08/19/99    99-169602   Equipment leased under
                              Corporation              Secretary of                                         1/14/98 Master Lease
                                                       State                                                between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    New York-          UCC-1     00/09/99    07879       Equipment leased under
                              Corporation              Onondaga County                                      1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen                  Xerox Corporation        California -       UCC-1     10/08/98    9828960055  Leased Xerox 5385 with
                                                       Secretary of                                         all parts,  attachments,
                                                       State                                                additions, replacements
                                                                                                            and repairs
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            IBM Credit Corporation   Delaware-          UCC-1     03/28/00    0019349     Leased computer equip-
                              (Lessor)                 Secretary of                                         ment and peripheral
                                                       State                                                equipment and goods
<PAGE>

Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,              04/09/99    990409-     Leased computer equip-
                              (Lessor)                 S/S                                      094504A     ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,              04/28/99    990428-     Leased computer equip-
                              (Lessor)                 S/S                                      144031A     ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,              05/25/99    990525-     Leased computer equip-
                              (Lessor)                 S/S                                      101127A     ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            NMHG Financial           South Carolina,              06/01/99    990601-     Leased forklift and
                              Services, Inc.           S/S                                      111005A     related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            The Bank of Nova Scotia  South Carolina,              06/04/99    990604-     Collateral Account
                              Trust Company of New     S/S                                      132846A     in connection with the
                              York, as Trustee                                                              Company's 5/17/99 high
                                                                                                            yield debt offering
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corporation      Citicorp Del Lease,      South Carolina,              06/16/99    990616-     John Deere with backhoe
                              Inc.                     S/S                                      102834A     equipment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            NMHG Financial           South Carolina,              09/13/99    990913-     Leased forklift and
                              Services, Inc.                                                    102041A     related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,              03/02/00    000302-     Leased computer equip-
                              (Lessor)                 S/S                                      101446A     ment and peripheral
                                                                                                            equipment and goods
<PAGE>

Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,    UCC-1     03/02/00    000302-     Leased computer equip-
                              (Lessor)                 S/S                                      101528A     ment and peripheral
                                                                                                            equipment and good
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,    UCC-1     03/06/00    000306-     Leased computer equip-
                              (Lessor)                 S/S                                      145235A     ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. (Lessee)   IBM Credit Corporation   South Carolina,    UCC-1     03/236/00   000323-     Leased computer equip-
                              (Lessor)                 S/S                                      103615A     ment and peripheral
                                                                                                            equipment and good
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (NE), Inc.       Brodie, Inc. d/b/a       Massachusetts -    UCC-1     01/10/00    687526      Two Toyota Cushion Tire
                              Toyota Lift of Boston    Secretary of the                                     Forklifts
                              Assignee: Toyota Motor   Commonwealth
                              Credit Corp.
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (NE), Inc.       Brodie, Inc. d/b/a       Massachusetts -    UCC-1     01/10/00    687527      Three Toyota Cushion
                              Toyota Lift of Boston    Secretary of the                                     Tire Forklifts
                              Assignee: Toyota Motor   Commonwealth
                              Credit Corp
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (NE), Inc.       Brodie, Inc. d/b/a       Massachusetts -    UCC-1     01/11/00    2015        Three Toyota Cushion
                              Toyota Lift of Boston    North Andover                                        Tire Forklifts
                              Assignee: Toyota Motor   Town Clerk
                              Credit Corp
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (NE), Inc.       Brodie, Inc. d/b/a       Massachusetts -    UCC-1     01/11/00    2016        Two Toyota Cushion Tire
                              Toyota Lift of Boston    North Andover                                        Forklifts
                              Assignee: Toyota Motor   Town Clerk
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            NBD Equipment Finance,   Indiana -          UCC-i     02/23/96    2035532     Leased Savin Model9013Z
                              Inc. F/K/A NBD Leasing,  Secretary of                                         Copier
                              Inc.                     State
<PAGE>

Safety-Kleen Corp             IBM Credit Corporation   Indiana -          UCC-1     03/31/00    2315298     Leased computer equip-
                              (LESSOR)                 Secretary of                                         ment and peripheral
                                                       State                                                equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            Newcourt Communications  Indiana -          UCC-1     07/12/99    2267787     Leased equipment under
                              Finance Corporation      Secretary of                                         Lease No. M512054
                              (LESSOR)                 State
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    Indiana -          UCC-1     09/01/99    2277884     Equipment leased under
                              Corporation              Secretary of                                         1/14/98 Master Lease
                                                       State                                                between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety Kleen                  Pitney Bowes Credit      Pennsylvania -     UCC-1     11/15/99    30931728    Equipment subject to
                              Corporation              Secretary of                                         5/18/99 lease between
                                                       the Commonwealth                                     debtor and secured party
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            Signet Leasing and       Illinois, Kane     UCC-1     10/24/95,   SBI74466,   209 Ford trucks and
                              Financial Corporation    County             and       01/02/96    SB174925    Chevrolet vans and mini
                                                                          UCC-3                             vans
                                                                          Amendment
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            NationsBanc Leasing      Illinois, Kane     UCC-1     06/17/97,   SBI78591,   1 Cessna Citation VII
                              Corporation of North     County             and       07/01/97,   Bl78688,    aircraft and 120 leased
                              Carolina                                    UCC-3     07/25/97,   B178842,    Chevrolet, GMC, Ford and
                                                                          Amend-    09/08/97,   Bl79110,    Pete vans, trucks and
                                                                          ments     06/03/98    B180497     wagon
                                                                          and
                                                                          Assignment
<PAGE>

Safety-Kleen Corporation      Caterpillar Financial    Pennsylvania,      UCC-1     04/14/97    97-1926     1 Caterpillar lift truck
                              Services Corporation     Cumberland County                                    and substitutions,
                                                                                                            replacements, additions
                                                                                                            and accessions
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    Bank One Leasing Corp.   Kentucky - Boyd    UCC-1     06/21/99    9949761     1998/Astro Chevrolet
                                                       County                                               Serial No. 1GCDM19WB
                                                                                                            19400 Truck No. SK60391
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    General Electric         Kentucky-- Boyd    UCC-1     01/11/00    2054097     1996 Chevrolet Serial
                              Capital Corporation      County                                               No. 1GCDM19W2TB176933
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            Bank of America Leasing  Kentucky - Boyd    UCC-1     04/24/00    2056330     1995/ Astro Chevrolet
                              & Capital, LLC           County                                               Serial No. IGCDM19WlSB
                                                                                                            181832
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            First Access/Toyota     PA- Luzerne        UCC-1     8/12/96     1393-96     Leased Forklift
                              Motor Credit             County
                              Corporation
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp             IBM Credit Corporation   Kentucky -         UCC-1     04/05/00    200008235   Leased computer equip-
                              (Lessor)                 Fayette County                                       ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp             Bank of America Leasing  Kentucky -         UCC-1     04/20/00    200009702   1996 Ford Aerostar
                              & Capital, LLC           Fayette County                                       Serial No. 1 FTDA1
                                                                                                            4U2TZB15183
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    U.S. Bancorp Leasing &   Kentucky -         UCC-1     03/24/00    200007129   1999 Peterbilt Serial
                              Financial                Fayette County                                       No. 1NPZLAOXlXD711154

------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    U.S. Bancorp Leasing &   Kentucky -         UCC-1     03/31/00    200007810   1996 Peterbilt Serial
                              Financial                Fayette County                                       No. 1XPFL79X3TN400716

<PAGE>

Safety-Kleen Systems, Inc.    U.S. Bancorp Leasing &   Kentucky -         UCC-1     05/16/00    200012042   1993 Ford Serial No.
                              Financial                Fayette County                                       1FCKE39HlPHB60727
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            IBM Credit Corporation   SD- S/S            UCC-1     4/28/00     001191000   Leased computer equip-
                                                                                                4260        ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            IBM Credit Corporation   SD- S/S            UCC-1     4/7/00      000981100   Leased computer equip-
                                                                                                269         ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Services, Inc.   Cisco Systems Capital    SD- S/S            UCC-1     8/31/99     992430901   Equipment leased under
                              Corporation                                                       600         1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp. as         Newcourt Communications  Indiana- Lake      UCC-1     07/16/99    99002131    Leased equipment under
Lessee                        Finance Corporation as   County                                               Lease No. M512054
                              Lessor
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    NationsBank Leasing      SC- S/S            UCC-1     8/21/98     115702 A    exhibit missing from
                              Corporation                                                                   search results
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    General Electric         SC- S/S            UCC-1     12/31/98    130500A     specific equipment; copy
                              Capital Corporation                                                           illegible
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    Banc One Leasing         SC- S/S            UCC-1     6/10/99     102447A     42 leased Chevrolet vans
                              Corporation
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    Banc One Leasing         SC- S/S            UCC-1     6/10/99     102556A     98 leased Chevrolet
                              Corporation                                                                   trucks and vans
<PAGE>

Safety-Kleen Services, Inc.   Cisco Systems Capital    IA- S/S            UCC-1     8/31/98     P038798     Equipment leased under
                              Corporation                                                                   1/14/98 Master Lease
                                                                                                            between debtor and
                                                                                                            secured party and
                                                                                                            schedules thereto, and
                                                                                                            related rights and
                                                                                                            property
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            IBM Credit Corporation   IA- S/S            UCC-1     3/28/98     P093030     Leased computer equip-
                                                                                                            ment and peripheral
                                                                                                            equipment and goods
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (GS), Inc.       N/A                      California, -      State     04/24/00    0012260433  State tax lien in the
                                                       Secretary of       tax                               amount of $4267.08.
                                                       State              lien
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen et al in         Centry Constructors &    Third Judicial     Mechanics 5/16/00     Civil No.   $132,718.83
respect of the Safety-Kleen   Engineers,  L.C.         District Court     lien                  000300434CN
(Clive), Inc. facility                                 for Toole County,  fore-
                                                       State of Utah      closure


------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    W.E. Carlson             IL                 Notice    4/27/00     N/A         $10,800.00
                              Corporation                                 and
                                                                          claim of
                                                                          mechanics'
                                                                          lien
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (WT), Inc.       Storage USA              TN                 Notice    5/28/00     N/A         $256.83;
                                                                          of
                                                                          warehouse
                                                                          men's
                                                                          lien and
                                                                          foreclosure


------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Bridgeport),    Geo. P. Reintjes Co.,    NJ                 Const-    6/7/00      N/A         295,458.50
Inc.                          Inc.                                        uction
                                                                          lien
                                                                          claim
<PAGE>

Safety-Kleen (Roebuck), Inc.  Cannon Roofing Co.,      SC                 Notice    6/14/00     N/A         $25,630.00
                              Inc.                                        and
                                                                          certifi-
                                                                          cate of
                                                                          mechanics'
                                                                          lien
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (WT), Inc.       Holt Plumbing Heating    TN: Davidson       Notice    6/26/00                 $10,500.00
                              and Cooling, Inc.        County Register    and
                                                       of Deeds           affidavit
                                                                          of lien

------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp.            Cornerstone Environ-     CA: Contra Costa   Claim of  6/14/00                 $61,589.45
                              mental (Randy Fowler)    County Recorder    Mechan-
                                                                          ics, lien
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Systems, Inc.    TXI Operations, LP       TX: Denton County  Mechan-   6/15/00                 $150,903.88
                              d/b/a Texas Industries   Clerk of Court     ics' lien
                                                                          affidavit
------------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen (Encotec), Inc.  Western Atlas            TX: Harris County  TX Prop.  6/23/00                 claim of $4,579.00
                              Intentional d/b/a Baker                     Code Art.                         secured by water wells
                              Atlas                                       56.021,                           and appurtenant property
                                                                          56.023,
                                                                          56.003
------------------------------------------------------------------------------------------------------------------------------------
See below**                   AIG Insurance Company    South Carolina -   UCC-1     03/27/00    000327-     Security Agreement/
                                                       Secretary of                             161840A     General Indemnity
                                                       State                                                Agreement relating to
                                                                                                            the secured  party's
                                                                                                            issuance of construction
                                                                                                            surety bonds
------------------------------------------------------------------------------------------------------------------------------------

**Dirt Magnet, Inc., Safety-Kleen (Altair), Inc., Safety-Kleen (California),  Inc., Safety-Kleen  (Chattanooga),  Inc., Safety-Kleen
Chemical Services,  Inc.,  Safety-Kleen  (Clive),  Inc.,  Safety-Kleen  (Crowley),  Inc.,  Safety-Kleen  (Custom  Transport),  Inc.,
Safety-Kleen  (Delaware),  Inc.,  Safety-Kleen  (Deer Park),  Inc.,  Safety-Kleen  (Deer Trail),  Inc.,  [3E Company  Environmental,
Ecological and Engineering,] Elgint Corp., Safety-Kleen  Envirosystems Company,  Safety-Kleen  Envirosystems Company of Puerto Rico,
Safety-Kleen (Gloucester),  Inc., Safety-Kleen Holdings, Inc., Safety-Kleen Osco Holdings, Inc., Safety-Kleen (LaPorte), Inc., LEMC,
Inc., Safety-Kleen (Los Angeles), Inc.,

<PAGE>


Chemclear,  Inc.  of Los  Angeles,  Safety-Kleen  (Lone  and  Grassy  Mountain),  Inc.,  The  Midway  Gas and Oil Co.,  Safety-Kleen
(Minneapolis),  Inc., Safety-Kleen (Mt. Pleasant), Inc., Ninth Street Properties,  Inc., Safety-Kleen Oil Recovery Co., Safety-Kleen
Oil Services, Inc., Safety-Kleen  (Pecatonica),  Inc., Petrocon, Inc., Safety-Kleen  (Pinewood),  Inc., Safety-Kleen  (Placquemine),
Inc.,  Safety-Kleen (PPM), Inc., Safety-Kleen (Puerto Rico), Inc.,  Safety-Kleen  (Roebuck),  Inc.,  Safety-Kleen  (Encotec),  Inc.,
Safety-Kleen  (Rosemount),  Inc.,  Safety-Kleen (San Antonio),  Inc.,  Safety-Kleen (San Jose), Inc.,  Safety-Kleen (Sawyer),  Inc.,
Safety-Kleen Services,  Inc., SK Real Estate, Inc., Safety-Kleen (Sussex),  Inc., Safety-Kleen (Tipton), Inc., Safety-Kleen (Tulsa),
Inc., USPCI , Inc. of Georgia, Safety-Kleen, White Castle, Inc., Safety-Kleen (Wichita), Inc., Safety-Kleen (WT), Inc., Safety-Kleen
Corp, Inc., Safety-Kleen (NE), Inc., Safety-Kleen (TG), Inc., Safety-Kleen (FS), Inc., Safety-Kleen (TS), Inc.,

</TABLE>

<PAGE>

                                                              SCHEDULE 8.4(a) TO
                                                                CREDIT AGREEMENT

                         EXISTING GUARANTEE OBLIGATIONS

<PAGE>


                                                                 SCHEDULE 8.4(a)

                                   THIRD PARTY
                              CORPORATE GUARANTEES

1)    Guaranty  of  Safety-Kleen  Services,  Inc.  for  the  performance  of JTM
      Industries,  Inc.  pursuant  to the Master  Equipment  Lease with  Cargill
      Leasing Corporation:  Lease dated 9/18/93; Guaranty dated 1/19/96. Amount:
      $1,071,250.

2)    Guaranty  of  Safety-Kleen  Services,  Inc.  for the  performance  of ECDC
      regarding   freight   transportation  by  Consolidated  Rail  Corporation.
      Guaranty dated 3/15/96. Amount: up to $1,000,000.


3)    Guaranty of  Safety-Kleen  Corp. for the payment of principal and interest
      due under the 1997 Series A Carbon County Solid Waste  Disposal  Refunding
      Revenue Bonds. Guaranty dated 7/1/97. Amount: $20,000,000.

4)    Guaranty  of  Safety-Kleen  Services,  Inc.  for  the  performance  of JTM
      Industries,  Inc.  pursuant  to the Master  Equipment  Lease with  General
      Electric Capital Corporation; Lease dated 7/1/93; Guaranty dated 8/24/93.

5)    Guaranty of  Safety-Kleen  Corp. for the performance of SK Services (East)
      LC  pursuant  to its  Contract  No. PCD  233.250  with the  Hudson  County
      Improvement Authority. Guaranty dated 2/97. Amount: up to $11,000,000.

6)    Guaranty of  Safety-Kleen  Services,  Inc. for the  performance  of Hughes
      Barge Line  pursuant  to its Master  Lease  Agreement  with the CIT Group.
      Guaranty dated 8/4/98. Amount: $1,800,000.

7)    Guaranty of  Safety-Kleen  Corp. for the  performance of Memco Barge Line,
      Inc.  pursuant  to  its  charter  agreement  with  Hughes  Brothers,  Inc.
      Guarantee dated 2/17/98.

8)    Guaranty  of  Safety-Kleen  Services,  Inc.  for  the  performance  of JTM
      Industries,  Inc. pursuant to its contract with Union Camp Corporation for
      the sale of Marketable By-products. Guaranty dated 3/2/92.

9)    Guaranty  of  Safety-Kleen  Services,  Inc.  for  the  performance  of JTM
      Industries,  Inc.  pursuant to its Master Lease  Agreement  with  Deutsche
      Credit Corporation. Lease dated 6/30/94; Amount: 5,069,358.51. (Lease term
      was 60 months may have expired.)

10)   Guaranty  of  Safety-Kleen  Services,  Inc.  for  the  performance  of JTM
      Industries,  Inc.  pursuant to its Master  Lease  Agreement  0543-83  with
      General  Electric  Rail Car  Leasing  Services  Corporation.  Lease  dated
      7/16/93.






                                CONTROLLED GROUP
                              CORPORATE GUARANTEES

1)    Guaranty  of  Safety-Kleen  Corp.  for  the  performance  of  Safety-Kleen
      Services, Inc. pursuant to its Master Lease Agreement  (01-M06360-00) with
      COMDISCO, Inc.. Lease dated 7/19/93; Guaranty dated 11/20/98.

2)    Guaranty of Safety-Kleen Services, Inc. for the performance of Hydrocarbon
      Recyclers, Inc. pursuant to its agreement with Rineco Chemical Industries,
      Inc.  regarding  the  transportation,  treatment,  and  disposal of waste.
      Guaranty dated 4/18/85.

3)    Guaranty of Safety-Kleen Systems, Inc. for the performance of Safety-Kleen
      Canada Inc.  pursuant to its letter  agreement with the Canadian  Imperial
      Bank of Commerce. Guaranty dated 6/1/90. Amount: up to Cdn$5,000,000.

<PAGE>
                                                                 Schedule 8.4(a)

4)    Guaranty of Safety-Kleen Systems, Inc. for the performance of Safety-Kleen
      Canada  Inc.  pursuant  to its  letter  agreement  with the Royal  Bank of
      Canada.  Agreement dated 5/30/96;  Guaranty dated 5/30/96.  Amount:  us to
      Cdn$6,000,000.   5)  Guaranty  of  Safety-Kleen   Systems,  Inc.  for  the
      performance of Safety-Kleen  Canada Inc.  pursuant to its letter agreement
      with  the NBD  Bank of  Canada.  Guaranty  dated  7/25/95.  Amount:  up to
      Cdn$3,000,000.

6)    Guaranty of Safety-Kleen Systems, Inc. for the performance of Safety-Kleen
      (UK)  Limited  pursuant  to its letter  agreement  with the  International
      Westminster Bank PLC. Guaranty dated 10/28/88. Amount: $5,000,000.

7)    Guaranty of Safety-Kleen Systems, Inc. for the performance of Safety-Kleen
      Beteiligungs  GmbH pursuant to its letter agreement with Deutsche Bank AG.
      Amount: DM70,000,000.

8)    Guaranty  of   Safety-Kleen   Services,   Inc.  for  the   performance  of
      Safety-Kleen  Systems,  Inc. pursuant to its Aircraft Lease Agreement with
      General Electric  Capital  Corporation.  Guaranty dated 12/10/98.  Amount:
      $7,604,663.89.

9)    Guaranty  of   Safety-Kleen   Services,   Inc.  for  the   performance  of
      Safety-Kleen  Systems, Inc. pursuant to its Equipment Lease Agreement with
      General Electric  Capital  Corporation.  Guaranty dated 12/30/98.  Amount:
      $769,000.

10)   Guaranty  of   Safety-Kleen   Services,   Inc.  for  the   performance  of
      Safety-Kleen  Systems, Inc. pursuant to its Equipment Lease Agreement with
      Ameritech Credit Corporation. Guaranty dated 11/24/98. Amount: $8,712,000.

11)   Guaranty  of   Safety-Kleen   Services,   Inc.  for  the   performance  of
      Safety-Kleen  Systems, Inc. pursuant to its Equipment Lease Agreement with
      USBankcorp.  Leasing  and  Financial.  Guaranty  dated  12/28/98.  Amount:
      $19,977,000.

12)   Guaranty  of   Safety-Kleen   Services,   Inc.  for  the   performance  of
      Safety-Kleen  Systems, Inc. pursuant to its Equipment Lease Agreement with
      Banc  One   Leasing   Corporation.   Guaranty   dated   5/26/99.   Amount:
      $4,960,436.93.

13)   Guaranty  of   Safety-Kleen   Services,   Inc.  for  the   performance  of
      Safety-Kleen  Services  (Canada)  Ltd.  pursuant  to its  Equipment  Lease
      Agreement  with  Bank of Nova  Scotia.  Guaranty  dated  5/26/99.  Amount:
      Cdn$4,033,477.85.

14)   Guaranty of Safety-Kleen Corp. fka Laidlaw  Environmental  Services,  Inc.
      and certain of its subsidiaries to General Motors  Corporation dated on or
      about November 30, 1997 guaranteeing performance by Allied Waste Systes of
      certain waste  management and disposal  obligations of Safety-Kleen  Corp.
      and certain of its present  and/or  former  subsidiaries  under a contract
      with  General  Motors  Corporation  designated  Contract  Number  4070  as
      amended.


LETTERS OF CREDIT

Reliance Insurance Company of Illinois
77 Water Street
New York, NY 1005
Attention: Treasury Department
Holding a Toronto Dominion LOC #1460 for $2,500,000 as  indemnification  for our
closure & post closure financial assurance program.
Entity: Safety-Kleen Services, Inc.         LOC Issued: December 10, 1997

Reliance Insurance Company of Illinois
77 Water Street
New York, NY 1005
Attention: Treasury Department
Holding a Toronto Dominion LOC #1461 for $2,500,000 as  indemnification  for our
closure & post closure financial assurance program.
Entity: Safety-Kleen Services, Inc.         LOC Issued: December 10, 1997

Reliance Insurance Company of Illinois
77 Water Street
New York, NY 1005

<PAGE>

                                                                 Schedule 8.4(a)
Attention: Treasury Department
Holding a Toronto Dominion LOC #1459 for $10,000,000 as indemnification  for our
closure & post closure financial assurance program.
Entity: Safety-Kleen Services, Inc.         LOC Issued: December 10, 1997

Reliance National Indemnity Company
77 Water Street
New York, NY 1005
Attention: Treasury Department
Holding a Toronto Dominion LOC #1520 for $4,400,000 as  indemnification  for our
pre-merger auto liability, general liability and workers' compensation claims.
Entity: Safety-Kleen Corp.                  LOC Issued: June 10, 1998

Reliance National Indemnity Company
77 Water Street
New York, NY 1005
Attention: Treasury Department
Holding a Toronto Dominion LOC #1565 for $9,600,000 as  indemnification  for our
pre-merger auto liability, general liability and workers' compensation claims.
Entity: Safety-Kleen Systems, Inc.          LOC Issued: June 10, 1998

Reliance National Indemnity Company
77 Water Street
New York, NY 1005
Attention: Treasury Department
Holding a Toronto Dominion LOC #1521 for $10,000,000 as indemnification  for our
pre-merger auto liability, general liability and workers' compensation claims.
Entity: Safety-Kleen Systems, Inc.          LOC Issued: June 10, 1998

National Union Fire Insurance Company of Pittsburgh, PA
80 Pine Street
New York, NY 1005
Attention: Account Services Team
Holding a Toronto Dominion LOC #1566 for $7,040,000 as  indemnification  for our
pre-merger auto liability, general liability and workers' compensation claims.
Entity: Safety-Kleen Systems, Inc.          LOC Issued: September 30, 1998




Continental Insurance Company,
Continental Casualty Company &
Transcontinental Technical Services
C/O CAN Risk Management Group
CAN Plaza
Chicago, Illinois 60685
Attention: Director Account Services
Holding a Toronto Dominion LOC #1472 for $3,000,000 as  indemnification  for our
pre-merger auto liability, general liability and workers' compensation claims.
Entity: Safety-Kleen Services, Inc.         LOC Issued: December 10, 1997

Frontier Insurance Company
195 Lake Louise Marie Road
Rock Hill, NY 12701
Holding a Toronto Dominion LOC #1452 for $28,500,000 as indemnification  for our
closure & post closure financial assurance program.

<PAGE>

                                                                 Schedule 8.4(a)

Entity: Safety-Kleen Services, Inc.         LOC Issued: November 6, 1997

London Guarantee Insurance Company
77 King Street West, Suite 3426
Toronto, Ontario, Canada M5K 1K2
Holding a Toronto Dominion LOC #1020-9854 for  CAD$3,300,000 as  indemnification
for our closure & post closure financial assurance program.
Entity: Safety-Kleen (Canada) Ltd.          LOC Issued: November 20, 1998

Laidlaw Transportation Inc.
3221 North Service Road
Burlington, Ontario, Canada L7R 1H6
Holding a DKB LOC # SDC-034952 for $6,000,000 as indemnification  for our merger
auto liability, general liability and workers' compensation claims.
Entity: Safety-Kleen Services, Inc.         LOC Issued: December 6, 1999


INDEMNIFICATION/REIMBURSEMENT AGREEMENTS

London Guarantee Insurance Company
77 King Street West,
Suite 3426
Toronto, Ontario, Canada M5K 1K2
Indemnification  for our closure,  post closure financial  assurance program and
other surety bonds.
Entity:  Safety-Kleen Corp.         Agreement Issued: January 18, 1999

Hartford Fire Insurance  Company
C/O Marsh Canada Limited
70 University  Avenue,
Suite 800
Toronto, Ontario, Canada M5 London Guarantee Insurance Company
77 King Street West,
Suite 3426
Toronto, Ontario, Canada M5J 2M4
Indemnification  for our closure,  post closure financial  assurance program and
other surety bonds.
Entity: Safety-Kleen Services (Canada) Ltd.   Agreement Issued: July 1, 1998

Frontier Insurance  Company
195 Lake Louise Marie Road
Rock  Hill,  NY 12701
Indemnification  for our closure,  post closure financial  assurance program and
other surety bonds.
Entity: Laidlaw Environmental Services, Inc. Agreement Issued: November 21, 1997

Reliance Insurance Company of Illinois
77 Water Street
New York, NY 1005
Attention:  Treasury  Department
Indemnification  for our closure & post  closure  financial  assurance  program.
Policies  #   NTA1632807,   NTA1632809,   NTA1632808,   NTA163208,   NTA1632810,
NTA2510948,  NTA2511605,  NTA2511606,  NTA2511637 & NTA 2517504 Entity:  Laidlaw
Environmental Services, Inc. Agreement Issued: November 17, 1997

Helmsman Management Services, Inc.
Riverside Office Park
9 Riverside Road
Wesson, MA 02493-2290
Deductible  reimbursement  of workers'  compensation  claim payment  program for
pre-merger   losses.   Contract   #   WP8-64B-004224-027,    WP8-64B-004224-026,
WP8-64B-004224-016,  WP8-64B-004224-037,  WP8-64B-004224-017, WP8-64B-004224-047
Entity: Safety-Kleen Services, Inc.          Agreement Issued: August 18, 1999

GAB Robins North America, Inc.
9 Campus Drive, Suite 7

<PAGE>

                                                                 Schedule 8.4(a)

Parsimony,  NJ 07054-0316
Deductible  reimbursement  of  claim  payment  program  for  pre-merger  losses.
Contract # 383100
Entity: Safety-Kleen Corp.    Agreement Issued: August 9, 1998

<PAGE>


                                                                 SCHEDULE 8.8 TO
                                                                CREDIT AGREEMENT

                              EXISTING INVESTMENTS

<PAGE>

<TABLE>
<CAPTION>

                                                                                            Schedule 8.8

<S>                                    <C>           <C>        <C>        <C>

     OTHER U.S. INVESTMENTS:           CLASS OF      STOCK      NO. OF     SHAREHOLDER
                                        STOCK        CERT.      SHARES
                                                      NO.       ISSUED


SK Services (East), L.C. (1)                                               Safety-Kleen (Delaware), Inc.

SK Services, L.C. (2)                                                      Safety-Kleen (Delaware), Inc.

3E Company Environmental, Ecological    Common        12          151,000  Safety-Kleen Systems, Inc.
and Engineering  (3)
                                                      13          453,000  Safety-Kleen Systems, Inc.

Curbside, Inc. (4)                      Common        17           98,000  Safety-Kleen Systems, Inc.
(5)

(6)

(7)

ArmaKleen Partnership                                                      Safety-Kleen Services, Inc. (50%
                                                                           partner)

The Phoenix Project                                                        Safety-Kleen Services, Inc. (80%
                                                                           interest in low level radioactive
                                                                           waste permit project for Grassy
                                                                           Mountain Landfill)


   NOTES OR LOANS TO NON-                      PAYEE                              PRINCIPAL AMOUNT
AFFILIATED COMPANIES OR NON-
         EMPLOYEES

 Safety-Kleen Services, Inc.               Gerry Brossard                              $7650.00

         LEMC, Inc.                           SKOWF                      Approx. $1,500,000.00 (mortgage)

         LEMC, Inc.                        Johnny Brown                              $900,000.00

---------------------

(1) There are no certificates issued. Safety-Kleen (Delaware), Inc. has a 100% ownership interest in this
limited liability corporation.

(2) There are no certificates issued. Safety-Kleen (Delaware), Inc. has a 100% ownership interest in this
limited liability corporation.

(3) Safety-Kleen  Systems,  Inc.  has an option to purchase  the  remaining  outstanding  shares of 3E in
accordance with a Shareholder's Agreement.

(4) Safety-Kleen  Systems, Inc. has an option to purchase the remaining outstanding shares of Curbside in
accordance with the Stock Purchase Agreement made as of June 24, 1997.

(5) USPCI of Mississippi,  Inc. has 2000 common shares, certificate number 1R, previously pledged to John
L. Maxey II as Escrow  Agent under  terms of First Amendment of Shareholder Agreement  pursuant to Merger
Merger governing the USPCI of Mississippi, Inc. stock dated January 5, 1996.

(6) Osco  Treatment  Systems  of  Mississippi,  Inc.  has 1,000  common  shares,  certificate  number 13,
previously pledged on 1/5/96 to John L. Maxey II as Escrow Agent under the terms of Shareholder Agreement
governing OSCO Treatment Systems of Mississippi, Inc. stock made 1/5/96.

(7) ECDC Environmental, L.C. was sold to Allied Waste Industries, Inc. on November 30, 1997. Northeastern
Remedial Corporation previously held a Class B  Membership Interest in ECDC Environmental, L.C. indicated
by certificate 6-B and a Class A Membership Interest indicated by certificate 2-A.

                                                                                                   Page 1

<PAGE>

                                                                                            Schedule 8.8

             LEMC, Inc.                        Duane Everett                             $77,000.00

             LEMC, Inc.                          KC Brown                                $65,0000.00

       Safety-Kleen Systems, Inc.                Curbside                             $1,500,000.00

      Safety-Kleen Services, Inc.           Hughes Barge Line                         $1,700,000.00
                                                  LLC
      Sutton Street Realty Trust
     (beneficiary is Safety-Kleen           Dizzy Bridge Realty                         $545,115.54 (8)
 Chemical Services, Inc.)                         Trust




----------------------
(8) As of October 23, 1997 (the date of the note extension).


                                                                                                   Page 2

</TABLE>
<PAGE>











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


                              AMENDED AND RESTATED
                       GUARANTEE AND COLLATERAL AGREEMENT

                                     made by

                               SAFETY-KLEEN CORP.,

                          SAFETY-KLEEN SERVICES, INC.,

                         and their domestic Subsidiaries

                                   in favor of

                         TORONTO-DOMINION (TEXAS) INC.,
                         as General Administrative Agent

                       Initially Dated as of June 11, 2000

                    Amended and Restated as of July 19, 2000


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


093110-0154-08133-A06WFTXW-CMP

<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                               Page
<S>     <C> <C>                                                                                                   <C>

SECTION 1.  DEFINED TERMS.........................................................................................2
         1.1  Definitions.........................................................................................2
              -----------
         1.2  Other Definitional Provisions.......................................................................6
              -----------------------------

SECTION 2.  GUARANTEE.............................................................................................6
         2.1  Guarantee...........................................................................................6
              ---------
         2.2  Right of Contribution...............................................................................7
              ---------------------
         2.3  No Subrogation......................................................................................7
              --------------
         2.4  Amendments, etc. with respect to the Borrower Obligations...........................................7
              ---------------------------------------------------------
         2.5  Guarantee Absolute and Unconditional................................................................8
              ------------------------------------
         2.6  Reinstatement.......................................................................................9
              -------------
         2.7  Payments............................................................................................9
              --------

SECTION 3.  GRANT OF SECURITY INTEREST............................................................................9

SECTION 4.  REPRESENTATIONS AND WARRANTIES.......................................................................10
         4.1  Representations in Credit Agreement; Holdings Representations......................................10
              -------------------------------------------------------------
         4.2  Title; No Other Liens..............................................................................11
              ---------------------
         4.3  Priority of Liens..................................................................................11
              -----------------
         4.4  Jurisdiction of Organization; Chief Executive Office...............................................12
              ----------------------------------------------------
         4.5  Inventory and Equipment............................................................................13
              -----------------------
         4.6  Farm Products......................................................................................13
              -------------
         4.7  Investment Property................................................................................13
              -------------------
         4.8  Receivables........................................................................................13
              -----------
         4.9  Intellectual Property..............................................................................13
              ---------------------

SECTION 5.  COVENANTS............................................................................................14
         5.1  Covenants in Credit Agreement......................................................................14
              -----------------------------
         5.2  Delivery of Instruments, Certificated Securities and Chattel Paper.................................14
              ------------------------------------------------------------------
         5.3  Maintenance of Insurance...........................................................................14
              ------------------------
         5.4  Payment of Obligations.............................................................................15
              ----------------------
         5.5  Maintenance of Perfected Security Interest; Further Documentation..................................15
              -----------------------------------------------------------------
         5.6  Changes in Locations, Name, etc....................................................................16
              --------------------------------
         5.7  Notices............................................................................................16
              -------
         5.8  Investment Property................................................................................16
              -------------------
         5.9  Receivables........................................................................................17
              -----------
         5.10  Intellectual Property.............................................................................17
               ---------------------
         5.11  Special Covenants of Holdings.....................................................................19
               -----------------------------

SECTION 6.  REMEDIAL PROVISIONS..................................................................................20
         6.1  Remedies; Obtaining Collateral Upon Default........................................................20
              -------------------------------------------
         6.2  Remedies; Disposition of the Collateral............................................................21
              ---------------------------------------
         6.3  Pledged Stock......................................................................................21
              -------------
         6.4  Application of Proceeds............................................................................22
              -----------------------
         6.5  Registration Rights................................................................................23
              -------------------

                                       ii
<PAGE>

SECTION 7.  THE GENERAL ADMINISTRATIVE AGENT.....................................................................24
         7.1  Administrative Agent's Appointment as Attorney-in-Fact, etc........................................24
              -----------------------------------------------------------
         7.2  Duty of General Administrative Agent...............................................................26
              ------------------------------------
         7.3  Execution of Financing Statements..................................................................26
              ---------------------------------
         7.4  Authority of General Administrative Agent..........................................................26
              -----------------------------------------

SECTION 8.  MISCELLANEOUS........................................................................................27
         8.1  Amendments in Writing..............................................................................27
              ---------------------
         8.2  Notices............................................................................................27
              -------
         8.3  No Waiver by Course of Conduct; Cumulative Remedies................................................27
              ---------------------------------------------------
         8.4  Enforcement Expenses; Indemnification..............................................................27
              -------------------------------------
         8.5  Successors and Assigns.............................................................................28
              ----------------------
         8.6  Set-Off............................................................................................28
              -------
         8.7  Counterparts.......................................................................................28
              ------------
         8.8  Severability.......................................................................................28
              ------------
         8.9  Section Headings...................................................................................29
              ----------------
         8.10  Integration.......................................................................................29
               -----------
         8.11  GOVERNING LAW.....................................................................................29
               -------------
         8.12  Submission To Jurisdiction; Waivers...............................................................29
               -----------------------------------
         8.13  Acknowledgments...................................................................................30
               ---------------
         8.14  Absence of Prejudice with Respect to Matters Before the Bankruptcy Court..........................30
               ------------------------------------------------------------------------
         8.15  WAIVER OF JURY TRIAL..............................................................................30
               --------------------

</TABLE>

SCHEDULES

Schedule 1        Investment Property
Schedule 2        Jurisdictions of Organization and Chief Executive Offices
Schedule 3        Inventory and Equipment Locations
Schedule 4        Intellectual Property
Schedule 5        Prepetition Real Estate Collateral


<PAGE>





                              AMENDED AND RESTATED

                       GUARANTEE AND COLLATERAL AGREEMENT

                  AMENDED  AND  RESTATED  GUARANTEE  AND  COLLATERAL  AGREEMENT,
initially  dated as of June 11, 2000,  amended and restated as of as of July 19,
2000,  made by each of the  signatories  hereto  (together with any other entity
that may become a party hereto as provided herein, the "GRANTORS"),  in favor of
TORONTO  DOMINION  (TEXAS),  INC.,  as  General  Administrative  Agent  (in such
capacity, the "GENERAL  ADMINISTRATIVE AGENT") for the banks and other financial
institutions or entities (the "LENDERS") from time to time parties to the Debtor
in Possession Credit Agreement, initially dated as of June 11, 2000, amended and
restated  as of as of July  19,  2000 (as  amended,  supplemented  or  otherwise
modified  from  time  to  time,  the  "CREDIT  AGREEMENT"),  among  SAFETY-KLEEN
SERVICES,  INC. (the "BORROWER"),  THE TORONTO DOMINION BANK, HOUSTON AGENCY, as
letter of credit issuing bank, the Lenders,  the General  Administrative  Agent,
and THE CIT GROUP/BUSINESS CREDIT, INC. as collateral agent and underwriter.

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, on June 9, 2000 (the "PETITION DATE"), the Borrower,  its sole
shareholder,  Safety-Kleen Corp., a Delaware corporation  ("HOLDINGS"),  and the
subsidiaries  of the Borrower  incorporated  under the laws of one of the United
States  of  America  (the  "SUBSIDIARIES";   collectively  with  Holdings,   the
"Guarantors") filed voluntary petitions under Section 301 of the Bankruptcy Code
with the United  States  Bankruptcy  Court for the  District  of  Delaware  (the
"BANKRUPTCY  COURT")  initiating  their  Chapter 11 cases (the "CASES") and have
continued  in the  possession  of their  assets and in the  management  of their
business pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

         WHEREAS,  pursuant to the Credit Agreement,  the Lenders have severally
agreed to make  extensions  of credit to the Borrower upon the terms and subject
to the conditions set forth therein;

         WHEREAS,  the Borrower is a member of an affiliated  group of companies
that includes each other Grantor;

         WHEREAS,  the  Borrower  and the other  Grantors are engaged in related
businesses, and each Grantor will derive substantial direct and indirect benefit
from the making of the extensions of credit under the Credit Agreement; and

         WHEREAS,  it is a condition  precedent to the obligation of the Lenders
to make their  respective  Extensions of Credit to the Borrower under the Credit
Agreement  that the Grantors shall have executed and delivered this Agreement to
the General Administrative Agent for the ratable benefit of the Lenders;


<PAGE>
                                                                               2


         NOW,  THEREFORE,  in  consideration  of the  premises and to induce the
General  Administrative Agent and the Lenders to enter into the Credit Agreement
and to induce the Lenders to make their  respective  extensions of credit to the
Borrower thereunder,  each Grantor hereby agrees with the General Administrative
Agent, for the ratable benefit of the Lenders, as follows:

                SECTION 1. DEFINED TERMS

         1.1 DEFINITIONS (a) Unless otherwise  defined herein,  terms defined in
the Credit  Agreement  and used herein shall have the meanings  given to them in
the Credit Agreement,  and the following terms are used herein as defined in the
New  York  UCC:  Accounts,  Certificated  Security,  Chattel  Paper,  Documents,
Equipment, Farm Products, Instruments and Inventory.

         (b) The following terms shall have the following meanings:

          "AGREEMENT":  this Guarantee and Collateral Agreement, as the same may
     be amended, supplemented or otherwise modified from time to time.

          "BORROWER  OBLIGATIONS":   the  collective  reference  to  the  unpaid
     principal of and interest on the Loans,  Reimbursement  Obligations and all
     other  obligations  and  liabilities  of the Borrower  (including,  without
     limitation,  interest  accruing at the then applicable rate provided in the
     Credit  Agreement  after the  maturity  of the Loans and the  Reimbursement
     Obligations)  to the General  Administrative  Agent or any Lender,  whether
     direct or indirect,  absolute or  contingent,  due or to become due, or now
     existing  or  hereafter  incurred,  which  may arise  under,  out of, or in
     connection  with,  the Credit  Agreement,  this  Agreement,  the other Loan
     Documents,  any Letter of Credit, or any other document made,  delivered or
     given  in  connection  therewith,  in  each  case  whether  on  account  of
     principal,  interest,  reimbursement  obligations,  guarantee  obligations,
     fees,  indemnities,   costs,  expenses  or  otherwise  (including,  without
     limitation,   all  fees  and   disbursements  of  counsel  to  the  General
     Administrative  Agent that are required to be paid by the Borrower pursuant
     to the terms of any of the foregoing agreements).

          "COLLATERAL": as defined in Section 3.

          "COLLATERAL  ACCOUNT":  any  collateral  account  established  by  the
     General Administrative Agent as provided in Section 6.1.

          "COPYRIGHT  LICENSES":  all written  agreements  naming any Grantor as
     licensor  or  licensee  (including,  without  limitation,  those  listed in
     SCHEDULE  4 to be  delivered  on or prior to the date of entry of the Final
     Order),  granting  any  right  under  any  Copyright,   including,  without
     limitation,  the grant of rights to  manufacture,  distribute,  exploit and
     sell materials derived from any Copyright.

          "COPYRIGHTS":  (i) all copyrights arising under the laws of the United
     States,  any other country or any political  subdivision  thereof,  whether
     registered or unregistered and


<PAGE>
                                                                               3


     whether  published or unpublished  (including,  without  limitation,  those
     listed in SCHEDULE 4), all  registrations and recordings  thereof,  and all
     applications in connection therewith,  including,  without limitation,  all
     registrations,  recordings and  applications in the United States Copyright
     Office, and (ii) the right to obtain all renewals thereof.

          "DEPOSIT  ACCOUNT":  as defined in the New York UCC and, in any event,
     including,  without limitation, any demand, time, savings, passbook or like
     account  maintained with a depositary  institution and all money on deposit
     therein.

          "FOREIGN  SUBSIDIARY":  any Subsidiary organized under the laws of any
     jurisdiction outside the United States of America.

          "FOREIGN  SUBSIDIARY  VOTING  STOCK":  the voting Capital Stock of any
     Foreign Subsidiary.

          "GENERAL  INTANGIBLES":  all  "general  intangibles"  as such  term is
     defined in Section 9-106 of the New York UCC and, in any event,  including,
     without  limitation,  whether  or  not  encompassed  by the  definition  of
     "general  intangibles" in the New York UCC with respect to any Grantor, all
     causes of action  (other than causes of action that may be commenced  under
     chapter 5 of the Bankruptcy Code), all contracts,  agreements,  instruments
     and indentures in any form (including,  without  limitation,  contracts for
     sale of real estate,  and  insurance  contracts  excluded  from coverage of
     Article 9 of the New York UCC), and portions thereof, to which such Grantor
     is a party or under which such Grantor has any right,  title or interest or
     to which such Grantor or any  property of such  Grantor is subject,  as the
     same may from time to time be amended,  supplemented or otherwise modified,
     including,  without  limitation,  (i) all rights of such Grantor to receive
     moneys due and to become due to it thereunder  or in connection  therewith,
     (ii) all rights of such Grantor to damages arising thereunder and (iii) all
     rights of such Grantor to perform and to exercise all remedies  thereunder,
     in each case to the extent the terms  thereof  (after  giving effect to any
     consent that has been obtained,  it being  understood  that such Grantor is
     not obligated to obtain any such consent) do not prohibit the grant by such
     Grantor of a security  interest  pursuant to this  Agreement  in its right,
     title and interest  therein  without the consent of any other party thereto
     and do not give  any  other  party  thereto  the  right  to  terminate  its
     obligations  thereunder;  PROVIDED, that the foregoing limitation shall not
     affect,  limit,  restrict or impair the grant by such Grantor of a security
     interest pursuant to this Agreement in any Receivable or any money or other
     amounts  due or to  become  due or other  right to  payment  under any such
     contract, agreement, instrument or indenture.

          "GUARANTOR   OBLIGATIONS":   with  respect  to  any   Guarantor,   all
     obligations  and  liabilities of such Guarantor which may arise under or in
     connection with this Agreement (including,  without limitation,  Section 2)
     or any other Loan Document to which such Guarantor is a party, in each case
     whether on account of  guarantee  obligations,  reimbursement  obligations,
     fees,  indemnities,   costs,  expenses  or  otherwise  (including,  without
     limitation,   all  fees  and   disbursements  of  counsel  to  the  General
     Administrative


<PAGE>
                                                                               4


     Agent or to the  Lenders  that are  required  to be paid by such  Guarantor
     pursuant to the terms of this Agreement or any other Loan Document).

          "GUARANTORS":  the collective reference to each Grantor other than the
     Borrower.

          "HOLDINGS": as defined in the recitals to this Agreement.

          "INTELLECTUAL  PROPERTY":  the  collective  reference  to all  rights,
     priorities  and  privileges  relating  to  intellectual  property,  whether
     arising under United  States,  multinational  or foreign laws or otherwise,
     including,  without limitation, the Copyrights, the Copyright Licenses, the
     Patents,  the Patent Licenses,  the Trademarks and the Trademark  Licenses,
     and all  rights to sue at law or in equity  for any  infringement  or other
     impairment thereof, including the right to receive all proceeds and damages
     therefrom.

          "INTERCOMPANY  NOTE": any promissory note evidencing loans made by any
     Grantor to Holdings or any other Grantor.

          "INVESTMENT PROPERTY": the collective reference to (i) all "investment
     property"  as such term is  defined  in  Section  9-115 of the New York UCC
     (other  than  any  Foreign   Subsidiary  Voting  Stock  excluded  from  the
     definition  of  "Pledged  Stock")  and  (ii)  whether  or not  constituting
     "investment  property"  as so defined,  all  Pledged  Notes and all Pledged
     Stock.

          "ISSUERS":  the  collective  reference  to each  issuer of  Investment
     Property.

          "LENDERS":   as  defined  in  the  preambles  to  this  Agreement  and
     including,  unless the context  otherwise  requires,  each Affiliate of any
     Lender that has entered into any Hedging Agreement with the Borrower.

          "NEW YORK UCC":  the Uniform  Commercial  Code as from time to time in
     effect in the State of New York.

          "OBLIGATIONS":   (i)  in  the  case  of  the  Borrower,  the  Borrower
     Obligations,  and  (ii)  in the  case  of  each  Guarantor,  its  Guarantor
     Obligations.

          "PATENT LICENSE":  all agreements,  whether written or oral, providing
     for the grant by or to any Grantor of any right to manufacture, use or sell
     any invention covered in whole or in part by a Patent,  including,  without
     limitation,  any of the foregoing referred to in SCHEDULE 4 to be delivered
     on or prior to the date of entry of the Final Order.

          "PATENTS":  (i) all  letters  patent of the United  States,  any other
     country or any political  subdivision  thereof, all reissues and extensions
     thereof  and  all  goodwill  associated   therewith,   including,   without
     limitation,  any of the foregoing referred to in SCHEDULE 4 to be delivered
     on or prior to the date of entry of the Final Order,  (ii) all applications
     for  letters  patent of the  United  States or any  other  country  and all
     divisions,  continuations  and


<PAGE>
                                                                               5


     continuations-in-part  thereof,  including,  without limitation, any of the
     foregoing referred to in SCHEDULE 4 to be delivered on or prior to the date
     of entry of the Final Order, and (iii) all rights to obtain any reissues or
     extensions of the foregoing.

          "PETITION  DATE":  as  defined  in the  recitals  to  this  Agreement.

          "PLEDGED  NOTES":  all  promissory  notes  listed on  SCHEDULE 1 to be
     delivered  on or  prior  to the  date of  entry  of the  Final  Order,  all
     Intercompany  Notes  at any  time  issued  to any  Grantor  and  all  other
     promissory  notes issued to or held by any Grantor  (other than  promissory
     notes issued in connection  with  extensions of trade credit by any Grantor
     in the ordinary course of business).

          "PLEDGED  STOCK":  the shares of Capital Stock listed on SCHEDULE 1 to
     be delivered on or prior to the date of entry of the Final Order,  together
     with any other shares, stock certificates,  options, interests or rights of
     any nature  whatsoever  in respect of the Capital  Stock of any Person that
     may be issued or granted to, or held by, any Grantor  while this  Agreement
     is in effect;  PROVIDED  that in no event  shall more than 65% of the total
     outstanding  Foreign  Subsidiary Voting Stock of any Foreign  Subsidiary be
     included in this defined term.

          "PREPETITION  REAL ESTATE  COLLATERAL":  all real  property  listed on
     SCHEDULE 5.

          "PROCEEDS": all "proceeds" as such term is defined in Section 9-306(1)
     of the New York UCC and, in any event, shall include,  without  limitation,
     all  dividends or other income from the  Investment  Property,  collections
     thereon or distributions or payments with respect thereto.

          "RECEIVABLE":  any right to  payment  for goods  sold or leased or for
     services rendered,  whether or not such right is evidenced by an Instrument
     or  Chattel  Paper and  whether  or not it has been  earned by  performance
     (including, without limitation, any Account).

          "SECURITIES ACT": the Securities Act of 1933, as amended.

          "TRADEMARK LICENSE": any agreement, whether written or oral, providing
     for the  grant by or to any  Grantor  of any  right  to use any  Trademark,
     including, without limitation, any of the foregoing referred to in SCHEDULE
     4 to be delivered on or prior to the date of entry of the Final Order.

          "TRADEMARKS":  (i)  all  trademarks,  trade  names,  corporate  names,
     company names,  business names,  fictitious  business names,  trade styles,
     service  marks,  logos and other  source or business  identifiers,  and all
     goodwill  associated  therewith,  now  existing  or  hereafter  adopted  or
     acquired, all registrations and recordings thereof, and all applications in
     connection  therewith,  whether in the United  States  Patent and Trademark
     Office or in any similar office or agency of the United  States,  any State
     thereof  or any other  country or

<PAGE>
                                                                               6


     any political subdivision thereof, or otherwise,  and all common-law rights
     related  thereto,  including,  without  limitation,  any of  the  foregoing
     referred to in SCHEDULE 4 to be  delivered on or prior to the date of entry
     of the Final Order, and (ii) the right to obtain all renewals thereof.

          "VEHICLES": all cars, trucks, trailers,  construction and earth moving
     equipment and other  vehicles  covered by a certificate of title law of any
     state and all tires and other appurtenances to any of the foregoing.

          1.2 OTHER  DEFINITIONAL  PROVISIONS (a) The words "hereof,"  "herein",
"hereto" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular  provision of
this Agreement, and Section and Schedule references are to this Agreement unless
otherwise specified.

          (b) The  meanings  given  to terms  defined  herein  shall be  equally
applicable to both the singular and plural forms of such terms.

          (c) Where the context  requires,  terms  relating to the Collateral or
any part  thereof,  when used in  relation  to a  Grantor,  shall  refer to such
Grantor's Collateral or the relevant part thereof.

                              SECTION 2. GUARANTEE

          2.1  GUARANTEE  (a)  Each  of  the  Guarantors  hereby,   jointly  and
severally,   unconditionally   and   irrevocably,   guarantees  to  the  General
Administrative  Agent,  for  the  ratable  benefit  of  the  Lenders  and  their
respective  successors,  indorsees,  transferees  and  assigns,  the  prompt and
complete payment and performance by the Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Borrower Obligations.

          (b) The  guarantee  contained  in this  Section 2 shall remain in full
force and effect until all the Borrower  Obligations and the obligations of each
Guarantor  under the  guarantee  contained  in this  Section  2 shall  have been
satisfied by payment in full, no Letter of Credit shall be  outstanding  and the
Commitments shall be terminated,  notwithstanding  that from time to time during
the term of the Credit  Agreement  the  Borrower  may be free from the  Borrower
Obligations.

          (c) No payment made by the Borrower, any of the Guarantors,  any other
guarantor  or  any  other  Person  or  received  or  collected  by  the  General
Administrative Agent or any Lender from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off  or  appropriation  or  application  at any time or from time to time in
reduction  of or in  payment  of the  Borrower  Obligations  shall be  deemed to
modify,  reduce,  release or otherwise  affect the  liability  of any  Guarantor
hereunder which shall,  notwithstanding any such payment (other than any payment
made by such  Guarantor  in respect of the Borrower  Obligations  or any payment
received  or  collected   from  such   Guarantor  in  respect  of


<PAGE>
                                                                               7


the Borrower Obligations),  remain liable for the Borrower Obligations up to the
maximum liability of such Guarantor hereunder until the Borrower Obligations are
paid in full, no Letter of Credit shall be outstanding  and the  Commitments are
terminated.

          2.2 RIGHT OF  CONTRIBUTION.  Each Guarantor  hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of any
payment made  hereunder,  such  Guarantor  shall be entitled to seek and receive
contribution  from and against any other Guarantor  hereunder which has not paid
its proportionate share of such payment.  Each Guarantor's right of contribution
shall be subject to the terms and  conditions of Section 2.3. The  provisions of
this Section 2.2 shall in no respect limit the  obligations  and  liabilities of
any  Guarantor to the General  Administrative  Agent and the  Lenders,  and each
Guarantor  shall  remain  liable  to the  General  Administrative  Agent and the
Lenders for the full amount guaranteed by such Guarantor hereunder.

          2.3 NO SUBROGATION.  Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by the General
Administrative  Agent  or any  Lender,  no  Guarantor  shall be  entitled  to be
subrogated  to any of the  rights  of the  General  Administrative  Agent or any
Lender against the Borrower or any other Guarantor or any collateral security or
guarantee  or right of offset  held by the General  Administrative  Agent or any
Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek
or be entitled to seek any  contribution or  reimbursement  from the Borrower or
any other  Guarantor in respect of payments  made by such  Guarantor  hereunder,
until all amounts owing to the General  Administrative  Agent and the Lenders by
the Borrower on account of the Borrower  Obligations are paid in full, no Letter
of Credit shall be outstanding and the Commitments are terminated. If any amount
shall be paid to any Guarantor on account of such subrogation rights at any time
when all of the  Borrower  Obligations  shall not have  been paid in full,  such
amount shall be held by such  Guarantor in trust for the General  Administrative
Agent and the Lenders, segregated from other funds of such Guarantor, and shall,
forthwith  upon  receipt  by such  Guarantor,  be  turned  over  to the  General
Administrative Agent in the exact form received by such Guarantor (duly indorsed
by such  Guarantor to the General  Administrative  Agent,  if  required),  to be
applied against the Borrower Obligations,  whether matured or unmatured, in such
order as the General Administrative Agent may determine.

          2.4 AMENDMENTS,  ETC. WITH RESPECT TO THE BORROWER  OBLIGATIONS.  Each
Guarantor shall remain obligated  hereunder  notwithstanding  that,  without any
reservation  of rights  against any Guarantor  and without  notice to or further
assent  by any  Guarantor,  any  demand  for  payment  of  any  of the  Borrower
Obligations  made by the  General  Administrative  Agent  or any  Lender  may be
rescinded  by the  General  Administrative  Agent or such  Lender and any of the
Borrower Obligations continued,  and the Borrower Obligations,  or the liability
of any other Person upon or for any part thereof,  or any collateral security or
guarantee  therefor or right of offset with respect  thereto,  may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the General Administrative Agent
or any Lender,  and the Credit  Agreement  and the other Loan  Documents and any
other documents  executed and delivered in connection  therewith may be amended,
modified,  supplemented  or  terminated,  in whole or in  part,  as the  General
Administrative  Agent (or the


<PAGE>
                                                                               8


Required  Lenders or all Lenders,  as the case may be) may deem  advisable  from
time to time, and any collateral  security,  guarantee or right of offset at any
time held by the General  Administrative  Agent or any Lender for the payment of
the  Borrower  Obligations  may  be  sold,  exchanged,  waived,  surrendered  or
released. Neither the General Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Borrower  Obligations or for the guarantee contained in this
Section 2 or any property subject thereto.

          2.5 GUARANTEE  ABSOLUTE AND  UNCONDITIONAL.  Each Guarantor waives any
and all  notice of the  creation,  renewal,  extension  or accrual of any of the
Borrower  Obligations  and  notice  of or  proof  of  reliance  by  the  General
Administrative  Agent or any Lender upon the guarantee contained in this Section
2 or  acceptance  of the  guarantee  contained  in this  Section 2; the Borrower
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred,  or renewed,  extended,  amended or waived,  in reliance
upon the  guarantee  contained in this  Section 2; and all dealings  between the
Borrower  and  any  of  the  Guarantors,  on  the  one  hand,  and  the  General
Administrative  Agent and the  Lenders,  on the other  hand,  likewise  shall be
conclusively  presumed  to have been had or  consummated  in  reliance  upon the
guarantee  contained  in  this  Section  2.  Each  Guarantor  waives  diligence,
presentment,  protest, demand for payment and notice of default or nonpayment to
or upon the  Borrower  or any of the  Guarantors  with  respect to the  Borrower
Obligations.  Each Guarantor understands and agrees that the guarantee contained
in this Section 2 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of the
Credit Agreement or any other Loan Document,  any of the Borrower Obligations or
any other  collateral  security  therefor or  guarantee  or right of offset with
respect  thereto  at any  time  or  from  time  to  time  held  by  the  General
Administrative  Agent or any Lender,  (b) any defense,  set-off or  counterclaim
(other  than a  defense  of  payment  or  performance)  which may at any time be
available  to or be asserted by the  Borrower  or any other  Person  against the
General  Administrative  Agent  or any  Lender,  or (c) any  other  circumstance
whatsoever  (with or without  notice to or  knowledge  of the  Borrower  or such
Guarantor) which constitutes,  or might be construed to constitute, an equitable
or legal  discharge of the Borrower  for the  Borrower  Obligations,  or of such
Guarantor  under the guarantee  contained in this Section 2, in bankruptcy or in
any other instance.  When making any demand hereunder or otherwise  pursuing its
rights and remedies hereunder against any Guarantor,  the General Administrative
Agent or any Lender  may,  but shall be under no  obligation  to, make a similar
demand on or  otherwise  pursue such rights and  remedies as it may have against
the Borrower,  any other Guarantor or any other Person or against any collateral
security or guarantee for the Borrower  Obligations  or any right of offset with
respect  thereto,  and any  failure by the General  Administrative  Agent or any
Lender to make any such  demand,  to pursue such other  rights or remedies or to
collect any payments from the Borrower,  any other Guarantor or any other Person
or to realize upon any such collateral  security or guarantee or to exercise any
such right of offset, or any release of the Borrower, any other Guarantor or any
other  Person or any such  collateral  security,  guarantee  or right of offset,
shall not relieve any Guarantor of any  obligation or liability  hereunder,  and
shall not impair or affect the rights and remedies,  whether express, implied or
available as a matter of law, of the General  Administrative Agent or any Lender
against any  Guarantor.  For the  purposes  hereof  "demand"  shall  include the
commencement and continuance of any legal proceedings.


<PAGE>
                                                                               9


          2.6  REINSTATEMENT.  The  guarantee  contained in this Section 2 shall
continue to be effective,  or be reinstated,  as the case may be, if at any time
payment, or any part thereof, of any of the Borrower Obligations is rescinded or
must  otherwise be restored or returned by the General  Administrative  Agent or
any Lender all as though such payments had not been made.

          2.7 PAYMENTS. Each Guarantor hereby guarantees that payments hereunder
will be paid to the General Administrative Agent without set-off or counterclaim
in U.S. Dollars at the office of the General Administrative Agent referred to in
Section 11.2 of the Credit Agreement.


                      SECTION 3. GRANT OF SECURITY INTEREST

          Each   Grantor   hereby   assigns   and   transfers   to  the  General
Administrative Agent, and hereby grants to the General Administrative Agent, for
the ratable benefit of the Lenders,  a mortgage on and security interest in, all
of the following  property now owned or at any time  hereafter  acquired by such
Grantor  or in  which  such  Grantor  now has or at any time in the  future  may
acquire  any right,  title or  interest  (collectively,  the  "COLLATERAL"),  as
collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of such Grantor's
Obligations:

          (a) all Accounts;

          (b) all Chattel Paper;

          (c) all Deposit Accounts;

          (d) all Documents;

          (e) all Equipment (other than Equipment  subject to Liens permitted by
     Section 8.3(g) of the Credit Agreement);

          (f) all General Intangibles;

          (g) all Instruments;

          (h) all Intellectual Property;

          (i) all Inventory;

          (j) all Investment Property;

          (k) all Vehicles;

          (l) all Leaseholds;

<PAGE>
                                                                              10


          (m) all Prepetition Real Estate Collateral; PROVIDED, that the Lien on
     the  Elgin  Loan  Collateral  shall (i) not  arise  until  the  Elgin  Loan
     Obligations  shall have been  repaid,  and (ii) be limited in amount to the
     sum of (i) the amount of the Elgin Loan  Obligations so repaid and (ii) the
     amount of  interest  accrued and paid on Loans used to repay the Elgin Loan
     Obligations;

          (n) all books and records  pertaining to any and all of the foregoing;
     and

          (o) to the extent not otherwise included, all Proceeds and products of
     any and all of the foregoing  and all  collateral  security and  guarantees
     given by any Person  with  respect to any of the  foregoing  (other than an
     amount not to exceed  $300,000  held by  Wachovia  Bank,  N.A.  as security
     against  chargebacks  in  respect of  transferes  required  by any  Blocked
     Account Agreement between the Borrower and Wachovia Bank, N.A.).

                    SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the General  Administrative Agent and the Lenders to
enter  into the  Credit  Agreement  and to  induce  the  Lenders  to make  their
respective Extensions of Credit to the Borrower thereunder,  each Grantor hereby
represents  and  warrants  to the General  Administrative  Agent and each Lender
that:

          4.1 REPRESENTATIONS IN CREDIT AGREEMENT; HOLDINGS REPRESENTATIONS. (a)
In the case of each Guarantor,  the  representations and warranties set forth in
Section 5 of the Credit  Agreement  as they relate to such  Guarantor  or to the
Loan  Documents  to which  such  Guarantor  is a party,  each of which is hereby
incorporated  herein  by  reference,  are  true  and  correct,  and the  General
Administrative  Agent and each Lender  shall be entitled to rely on each of them
as if they were fully set forth  herein,  provided  that each  reference in each
such  representation  and warranty to the Borrower's  knowledge  shall,  for the
purposes of this Section 4.1(a), be deemed to be a reference to such Guarantor's
knowledge.

               (b) In the case of Holdings,

                    (i) Holdings is duly organized, validly existing and in good
          standing under the laws of the jurisdiction of its organization,  (ii)
          subject to Section 363(b) of the Bankruptcy Code, has the corporate or
          other organizational power and authority,  and the legal right, to own
          and operate its property,  to lease the property it operates as lessee
          and to conduct the business in which it is currently engaged, (iii) is
          duly  qualified as a foreign  corporation  or other entity and in good
          standing  under the laws of each  jurisdiction  where  its  ownership,
          lease or operation of property or the conduct of its business requires
          such  qualification  (unless  the  failure to be  qualified  shall not
          constitute a Material  Adverse  Effect) and (iv) is in compliance with
          all  Requirements  of Law  except to the  extent  that the  failure to
          comply  therewith could not, in the aggregate,  reasonably be expected
          to have a Material Adverse Effect.

<PAGE>
                                                                              11


                    (ii) Upon entry of the Interim  Order,  Holdings  shall have
          the corporate or other  organizational  power and  authority,  and the
          legal right, to make,  deliver and perform the Loan Documents to which
          it  is a  party  and  has  taken  all  necessary  corporate  or  other
          organizational  action  to  authorize  the  execution,   delivery  and
          performance of the Loan  Documents to which it is a party.  No consent
          or  authorization  of,  filing  with,  notice to or other act by or in
          respect of, any Governmental Authority or any other Person is required
          in connection with the execution, delivery,  performance,  validity or
          enforceability  of the Loan  Documents  to which  Holdings is a party.
          This Agreement has been, and each other Loan Document to which it is a
          party will be, duly executed and delivered on behalf of Holdings. Upon
          entry of the Interim Order,  this Agreement will constitute,  and each
          other Loan Document to which it is a party when executed and delivered
          will  constitute,  a legal,  valid and binding  obligation of Holdings
          enforceable  against  Holdings  in  accordance  with its terms and the
          terms of the Orders.

                    (iii) The  execution,  delivery and  performance of the Loan
          Documents  to  which   Holdings  is  a  party  will  not  violate  any
          Requirement of Law or Contractual  Obligation of Holdings or any other
          Grantor and will not result in, or require, the creation or imposition
          of any Lien on any of its or their  respective  properties or revenues
          pursuant  to any such  Requirement  of Law or  Contractual  Obligation
          (other than pursuant to this Agreement).

                    (iv) Except for the Cases, no litigation,  investigation  or
          proceeding of or before any  arbitrator or  Governmental  Authority is
          pending or, to the  knowledge  of Holdings,  threatened  by or against
          Holdings  or any  other  Grantor  or  against  any  of  its  or  their
          respective  properties or revenues (x) with respect to any of the Loan
          Documents or any of the transactions  contemplated  hereby or thereby,
          or (y) which could  reasonably be expected to have a Material  Adverse
          Effect.

          4.2 TITLE; NO OTHER LIENS. Except for the security interest granted to
the General Administrative Agent for the ratable benefit of the Lenders pursuant
to this  Agreement and the other Liens  permitted to exist on the  Collateral by
the Credit  Agreement,  such Grantor owns each item of the  Collateral  free and
clear of any and all Liens or claims of others. No financing  statement or other
public notice with respect to all or any part of the Collateral is on file or of
record in any  public  office,  except  such as have been  filed in favor of the
General  Administrative Agent, for the ratable benefit of the Lenders,  pursuant
to this Agreement or as are permitted by the Credit Agreement.

          4.3 PRIORITY OF LIENS. (a) Each Grantor hereby  covenants,  represents
and warrants  that,  upon entry of the Interim  Order,  the  Obligations  of the
Borrower and the Guarantors  hereunder and under the other Loan  Documents,  (i)
pursuant  to  Section  364(c)(1)  of the  Bankruptcy  Code,  shall at all  times
constitute allowed  Super-Priority Claims, (ii) pursuant to Section 364(c)(2) of
the Bankruptcy Code, shall at all times be secured by a perfected first priority
Lien on all Collateral, including without limitation, all cash maintained in the
Cash Collateral Account and the Concentration Account and any direct investments
of the funds contained therein,  that is otherwise not encumbered by a valid and
perfected Lien as of the


<PAGE>
                                                                              12


Petition Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall
be secured by a perfected  second priority Lien upon all Collateral  (other than
the Prepetition  Collateral of the Borrower and the Guarantors,  as to which the
Lien in favor of the General Administrative Agent will be as described in clause
(iv) of this sentence) that is subject to valid and perfected Liens in existence
on the Petition Date or valid Liens  perfected  (but not granted)  thereafter to
the extent such  post-Petition Date perfection in respect of a pre-Petition Date
claim is expressly  permitted under the Bankruptcy  Code,  junior to such Liens,
PROVIDED  that the Liens  granted in favor of the General  Administrative  Agent
(for the benefit of the General  Administrative  Agent and the Lenders) shall be
senior to any Lien which is expressly stated herein to be junior to the Liens in
favor  of the  General  Administrative  Agent,  and  (iv)  pursuant  to  Section
364(d)(1)  of the  Bankruptcy  Code,  shall  be  secured  by a  perfected  first
priority,  senior  priming  Lien  on all of the  Prepetition  Collateral  of the
Borrower and the Guarantors  that is not subject to a Lien  permitted  under the
Prepetition Credit Agreement and any property of the Borrower and the Guarantors
on  which a Lien  is  granted  after  the  Petition  Date  to  provide  adequate
protection in respect of the Prepetition Obligations, subject and subordinate in
each case with respect to subclauses (i) through (iv) above, only to a carve-out
(the "CARVE-OUT") for (x) following the occurrence and during the continuance of
an Event of Default  and notice  from the  General  Administrative  Agent of the
triggering  of such  carve-out to the Debtors,  their counsel and counsel to any
statutory  committee appointed in the Cases, the payment (as the same may be due
and  payable) of  professional  fees and  disbursements  allowed by order of the
Bankruptcy Court and incurred by the Borrower or any Guarantor and any statutory
committee appointed in the Cases in an aggregate amount not to exceed $7,500,000
(in  addition to  compensation  previously  incurred to the extent  subsequently
allowed) and (y) the payment of unpaid fees  pursuant to 28 U.S.C.  ss. 1930 and
any fees payable to the Clerk of the  Bankruptcy  Court,  PROVIDED  FURTHER that
following the Termination Date, amounts in the Cash Collateral Account shall not
be subject to the Carve-Out.  Without  prejudice to any Lender's right to object
to the  interim or final  allowance  of any  compensation  or  reimbursement  of
expenses, the Lenders agree that so long as no Default or Event of Default shall
have  occurred  and be  continuing,  the  Borrower  shall  be  permitted  to pay
compensation  and  reimbursement  of expenses allowed and payable under Sections
330 and 331 of the Bankruptcy Code, as the same may be payable,  and the amounts
so paid shall not reduce the Carve-Out.

          (b) Each Grantor  acknowledges that, pursuant to the Orders, the Liens
granted in favor of the  General  Administrative  Agent (for the  benefit of the
General  Administrative Agent and the Lenders) in all of the Collateral shall be
perfected  without the  recordation  of any Uniform  Commercial  Code  financing
statements,  notices of Lien, fee or leasehold mortgages or other instruments of
mortgage or  assignment.  Each Grantor  further  agrees that if requested by the
General  Administrative  Agent,  it shall  execute  and  deliver to the  General
Administrative  Agent all such  financing  statements,  notices of Lien,  fee or
leasehold  mortgages or other instruments of mortgage and assignment in form and
substance reasonably satisfactory to the General Administrative Agent.

          4.4 JURISDICTION OF ORGANIZATION;  CHIEF EXECUTIVE OFFICE. On the date
hereof,  such Grantor's  jurisdiction of  organization  and the location of such
Grantor's  chief  executive  office or


<PAGE>
                                                                              13


sole place of business  are  specified on SCHEDULE 2 which shall be delivered on
or before the date of entry of the Final Order.

          4.5 INVENTORY AND EQUIPMENT. On the date hereof, the Inventory and the
Equipment (other than mobile goods) are kept at the locations listed on SCHEDULE
3 which shall be delivered on or before the date of entry of the Final Order.

          4.6  FARM  PRODUCTS.  None of the  Collateral  constitutes,  or is the
Proceeds of, Farm Products.

          4.7  INVESTMENT.  (a) The  shares of  Pledged  Stock  pledged  by such
Grantor  hereunder  constitute  all the  issued  and  outstanding  shares of all
classes of the  Capital  Stock of each Issuer  owned by such  Grantor or, in the
case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign
Subsidiary Voting Stock of each relevant Issuer.

          (b) All the shares of the  Pledged  Stock  have been duly and  validly
issued and are fully paid and nonassessable.

          (c) Each of the Pledged Notes constitutes the legal, valid and binding
obligation of the obligor with respect  thereto,  enforceable in accordance with
its  terms,  subject  to  the  effects  of  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization,  moratorium  and other  similar laws relating to or
affecting  creditors' rights generally,  general equitable  principles  (whether
considered in a proceeding in equity or at law) and an implied  covenant of good
faith and fair dealing.

          (d) Such Grantor is the record and  beneficial  owner of, and has good
and marketable title to, the Investment  Property pledged by it hereunder,  free
of any and all Liens or options  in favor of, or claims  of,  any other  Person,
except the security  interest  created by this  Agreement or as permitted by the
Credit Agreement.

          4.8  RECEIVABLES.  (a) No amount  payable to such Grantor  under or in
connection  with any  Receivable is evidenced by any Instrument or Chattel Paper
which has not been delivered to the General Administrative Agent.

          (b) The amounts  represented  by such Grantor to the Lenders from time
to time as owing to such  Grantor  in respect  of the  Receivables  will at such
times be accurate in all material respects.

          4.9 INTELLECTUAL  PROPERTY. (a) SCHEDULE 4 which shall be delivered on
or before the date of entry of the Final Order lists all  Intellectual  Property
owned by such Grantor in its own name on the date hereof.

          (b) On the date hereof, all material  Intellectual  Property is valid,
subsisting,  unexpired  and  enforceable,  has not been  abandoned  and does not
infringe the intellectual property rights of any other Person.


<PAGE>
                                                                              14


          (c) Except as set forth in SCHEDULE 4, which shall be  delivered on or
before  the date of the Final  Order,  on such  date,  none of the  Intellectual
Property is the subject of any  licensing  or  franchise  agreement  pursuant to
which such Grantor is the licensor or franchisor.

          (d)  No  holding,  decision  or  judgment  has  been  rendered  by any
Governmental Authority which would limit, cancel or question the validity of, or
such Grantor's  rights in, any  Intellectual  Property in any respect that could
reasonably be expected to have a Material Adverse Effect.

          (e) No action or proceeding  is pending,  or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question
the validity of any Intellectual  Property or such Grantor's  ownership interest
therein, or (ii) which, if adversely  determined,  would have a material adverse
effect on the value of any Intellectual Property.

                              SECTION 5. COVENANTS

          Each  Grantor  covenants  and agrees with the  General  Administrative
Agent and the Lenders that,  from and after the date of this Agreement until the
Obligations  shall  have  been  paid in  full,  no  Letter  of  Credit  shall be
outstanding and the Commitments shall have terminated:

          5.1 COVENANTS IN CREDIT AGREEMENT. In the case of each Guarantor, such
Guarantor  shall take,  or shall  refrain from taking,  as the case may be, each
action that is necessary  to be taken or not taken,  as the case may be, so that
no Default or Event of Default is caused by the  failure to take such  action or
to refrain from taking such action by such Guarantor or any of its Subsidiaries.

          5.2  DELIVERY  OF  INSTRUMENTS,  CERTIFICATED  SECURITIES  AND CHATTEL
PAPER.  If any amount payable under or in connection  with any of the Collateral
shall be or become evidenced by any Instrument, Certificated Security or Chattel
Paper,  such  Instrument,  Certificated  Security  or  Chattel  Paper  shall  be
immediately  delivered to the General  Administrative  Agent, duly indorsed in a
manner  satisfactory  to  the  General  Administrative  Agent,  to  be  held  as
Collateral pursuant to this Agreement.

          5.3  MAINTENANCE OF INSURANCE.  (a) Such Grantor will  maintain,  with
financially sound and reputable  companies,  insurance policies (i) insuring the
Inventory,  Equipment and Vehicles  against loss by fire,  explosion,  theft and
such  other  casualties  as  may  be  reasonably  satisfactory  to  the  General
Administrative   Agent  and  (ii)  to  the  extent   requested  by  the  General
Administrative  Agent,  insuring such Grantor, the General  Administrative Agent
and the Lenders  against  liability  for  personal  injury and  property  damage
relating to such Inventory,  Equipment and Vehicles, such policies to be in such
form and amounts and having such coverage as may be reasonably  satisfactory  to
the General Administrative Agent and the Lenders.

          (b) All  such  insurance  shall  (i)  provide  that  no  cancellation,
material  reduction in amount or material  change in coverage  thereof  shall be
effective until at least 30 days after receipt


<PAGE>
                                                                              15


by the General  Administrative  Agent of written notice  thereof,  (ii) name the
General Administrative Agent as insured party or loss payee, (iii) if reasonably
requested  by the  General  Administrative  Agent,  include a breach of warranty
clause and (iv) be reasonably  satisfactory in all other respects to the General
Administrative Agent.

          (c) The Borrower shall deliver to the General Administrative Agent and
the  Lenders a report of a  reputable  insurance  broker  with  respect  to such
insurance  substantially  concurrently  with  each  delivery  of the  Borrower's
audited annual financial  statements and such supplemental  reports with respect
thereto as the  General  Administrative  Agent may from time to time  reasonably
request.

          5.4 PAYMENT OF  OBLIGATIONS.  Such Grantor  will pay and  discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes,  assessments and governmental  charges or levies imposed
upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including,  without limitation,  claims for labor, materials
and  supplies)  against or with  respect  to the  Collateral  arising  after the
Petition  Date or that  constitute  valid,  perfected  Liens  prior to the Liens
granted  thereunder,  except  that no such  charge need be paid if the amount or
validity  thereof is  currently  being  contested  in good faith by  appropriate
proceedings,  reserves in  conformity  with GAAP with respect  thereto have been
provided on the books of such Grantor and such proceedings  could not reasonably
be expected to result in the sale, forfeiture or loss of any material portion of
the Collateral or any interest therein.

          5.5 MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER DOCUMENTATION.
(a) Such Grantor shall maintain the security  interest created by this Agreement
as a perfected  security  interest  having at least the  priority  described  in
Section  4.3 and shall  defend  such  security  interest  against the claims and
demands of all Persons whomsoever.

          (b) Such Grantor will furnish to the General  Administrative Agent and
the Lenders from time to time statements and schedules  further  identifying and
describing  the assets and  property of such  Grantor and such other  reports in
connection therewith as the General Administrative Agent may reasonably request,
all in reasonable detail.

          (c) At any time and from time to time, upon the written request of the
General  Administrative  Agent,  and at the sole expense of such  Grantor,  such
Grantor will  promptly and duly execute and  deliver,  and have  recorded,  such
further  instruments  and documents and take such further actions as the General
Administrative  Agent may  reasonably  request for the purpose of  obtaining  or
preserving  the full  benefits  of this  Agreement  and of the rights and powers
herein  granted,  including,  without  limitation,  (i) filing any  financing or
continuation  statements  under the Uniform  Commercial  Code (or other  similar
laws) in effect in any  jurisdiction  with  respect  to the  security  interests
created hereby and (ii) in the case of Investment Property, Deposit Accounts and
any other  relevant  Collateral,  taking  any  actions  necessary  to enable the
General  Administrative  Agent to obtain  "control"  (within  the meaning of the
applicable Uniform Commercial Code) with respect thereto.


<PAGE>
                                                                              16


          5.6  CHANGES IN  LOCATIONS,  NAME,  ETC.  In the event that  financing
statements  shall have been  recorded  as  contemplated  in Section  5.5(c),  no
Grantor  will,  except  upon  15  days'  prior  written  notice  to the  General
Administrative Agent and delivery to the General Administrative Agent of (a) all
additional  executed  financing   statements  and  other  documents   reasonably
requested  by  the  General  Administrative  Agent  to  maintain  the  validity,
perfection and priority of the security interests provided for herein and (b) if
applicable,  a written supplement to SCHEDULE 3 showing any additional  location
at which Inventory or Equipment shall be kept:

               (i)  permit any of the  Inventory  or  Equipment  to be kept at a
          location other than those listed on SCHEDULE 3;

               (ii) change its  jurisdiction  of organization or the location of
          its  chief  executive  office  or sole  place of  business  from  that
          referred to in Section 4.3; or

               (iii)   change  its  name,   identity  or   corporate   or  other
          organizational   structure  to  such  an  extent  that  any  financing
          statement filed by the General Administrative Agent in connection with
          this Agreement would become misleading.

          5.7 NOTICES. Such Grantor will advise the General Administrative Agent
and the Lenders promptly, in reasonable detail, of:

          (a) any Lien (other than security  interests  created  hereby or Liens
permitted  under the Credit  Agreement)  on any of the  Collateral  which  would
adversely affect the ability of the General Administrative Agent to exercise any
of its remedies hereunder; and

          (b) of the  occurrence  of any other event which could  reasonably  be
expected  to have a  material  adverse  effect  on the  aggregate  value  of the
Collateral or on the security interests created hereby.

          5.8  INVESTMENT.  (a) If such Grantor shall become entitled to receive
or shall receive any certificate (including, without limitation, any certificate
representing   a   dividend   or  a   distribution   in   connection   with  any
reclassification,  increase or reduction of capital or any certificate issued in
connection with any reorganization),  option or rights in respect of the Capital
Stock of any Issuer, whether in addition to, in substitution of, as a conversion
of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof,  such  Grantor  shall  accept  the  same as the  agent  of the  General
Administrative  Agent and the  Lenders,  hold the same in trust for the  General
Administrative  Agent and the  Lenders and  deliver  the same  forthwith  to the
General  Administrative Agent in the exact form received,  duly indorsed by such
Grantor to the General  Administrative  Agent,  if  required,  together  with an
undated  stock power  covering such  certificate  duly executed in blank by such
Grantor and with,  if the General  Administrative  Agent so requests,  signature
guaranteed, to be held by the General Administrative Agent, subject to the terms
hereof,  as additional  collateral  security for the Obligations.  Any sums paid
upon  or  in  respect  of  the  Investment  Property  upon  the  liquidation  or
dissolution of any Issuer shall be paid over to the General Administrative Agent
to  be  held  by  it  hereunder  as  additional   collateral  security  for  the
Obligations,  and in case any  distribution  of  capital  shall be made on or in
respect


<PAGE>
                                                                              17


of the Investment  Property or any property  shall be  distributed  upon or with
respect  to  the  Investment  Property  pursuant  to  the   recapitalization  or
reclassification  of the capital of any Issuer or pursuant to the reorganization
thereof,  the  property so  distributed  shall,  unless  otherwise  subject to a
perfected  security  interest in favor of the General  Administrative  Agent, be
delivered  to the General  Administrative  Agent to be held by it  hereunder  as
additional  collateral  security  for the  Obligations.  If any sums of money or
property so paid or distributed  in respect of the Investment  Property shall be
received by such Grantor,  such Grantor  shall,  until such money or property is
paid or  delivered  to the  General  Administrative  Agent,  hold such  money or
property  in  trust  for the  General  Administrative  Agent  and  the  Lenders,
segregated from other funds of such Grantor,  as additional  collateral security
for the Obligations.

          (b) Without the prior  written  consent of the General  Administrative
Agent,  such  Grantor  will not (i) vote to enable,  or take any other action to
permit,  any  Issuer to issue any  Capital  Stock of any  nature or to issue any
other securities  convertible into or granting the right to purchase or exchange
for any Capital Stock of any nature of any Issuer, (ii) sell, assign,  transfer,
exchange,  or  otherwise  dispose of, or grant any option  with  respect to, the
Investment  Property  or Proceeds  thereof  (except  pursuant  to a  transaction
expressly permitted by the Credit Agreement),  (iii) create,  incur or permit to
exist any Lien or option in favor of, or any claim of any  Person  with  respect
to, any of the Investment Property or Proceeds thereof, or any interest therein,
except for the security  interests created by this Agreement or permitted by the
Credit Agreement or (iv) enter into any agreement or undertaking restricting the
right or ability of such  Grantor or the General  Administrative  Agent to sell,
assign or transfer any of the Investment Property or Proceeds thereof.

          (c) In the case of each Grantor which is an Issuer, such Issuer agrees
that  (i) it will be  bound  by the  terms  of this  Agreement  relating  to the
Investment Property issued by it and will comply with such terms insofar as such
terms are applicable to it, (ii) it will notify the General Administrative Agent
promptly in writing of the occurrence of any of the events  described in Section
5.8(a) with respect to the Investment  Property issued by it and (iii) the terms
of Sections 6.3(c) and 6.5 shall apply to it, MUTATIS MUTANDIS,  with respect to
all actions  that may be  required of it pursuant to Section  6.3(c) or 6.5 with
respect to the Investment Property issued by it.

          5.9  RECEIVABLES.  (a) Other than in the  ordinary  course of business
consistent with its past practice, such Grantor will not (i) grant any extension
of the  time of  payment  of any  Receivable,  (ii)  compromise  or  settle  any
Receivable  for less than the full  amount  thereof,  (iii)  release,  wholly or
partially,  any Person liable for the payment of any Receivable,  (iv) allow any
credit or discount  whatsoever  on any  Receivable  or (v) amend,  supplement or
modify any  Receivable  in any  manner  that  could  adversely  affect the value
thereof.

          (b) Such Grantor will  deliver to the General  Administrative  Agent a
copy of each material demand,  notice or document  received by it that questions
or calls  into  doubt  the  validity  or  enforceability  of more than 1% of the
aggregate amount of the then outstanding Receivables.

          5.10  INTELLECTUAL.   (a)  Such  Grantor  (either  itself  or  through
licensees)  will (i) continue to use each  material  Trademark on each and every
trademark  class of goods


<PAGE>
                                                                              18


applicable to its current line as reflected in its current  catalogs,  brochures
and price lists in order to maintain such  Trademark in full force free from any
claim of  abandonment  for non-use,  (ii) maintain as in the past the quality of
products and services  offered under such  Trademark,  (iii) use such  Trademark
with the appropriate  notice of  registration  and all other notices and legends
required by applicable Requirements of Law, (iv) not adopt or use any mark which
is confusingly  similar or a colorable  imitation of such  Trademark  unless the
General  Administrative  Agent,  for the ratable  benefit of the Lenders,  shall
obtain a perfected  security  interest in such mark pursuant to this  Agreement,
and (v) not (and not permit any licensee or  sublicensee  thereof to) do any act
or knowingly omit to do any act whereby such Trademark may become invalidated or
impaired in any way.

          (b) Such Grantor (either itself or through  licensees) will not do any
act, or omit to do any act,  whereby any material  Patent may become  forfeited,
abandoned or dedicated to the public.

          (c) Such Grantor (either itself or through  licensees) (i) will employ
each  material  Copyright and (ii) will not (and will not permit any licensee or
sublicensee  thereof to) do any act or knowingly  omit to do any act whereby any
material portion of the Copyrights may become invalidated or otherwise impaired.
Such Grantor will not (either  itself or through  licensees)  do any act whereby
any material portion of the Copyrights may fall into the public domain.

          (d) Such Grantor (either itself or through  licensees) will not do any
act that  knowingly  uses any  material  Intellectual  Property to infringe  the
intellectual property rights of any other Person.

          (e) Such Grantor will notify the General  Administrative Agent and the
Lenders  immediately if it knows, or has reason to know, that any application or
registration   relating  to  any  material   Intellectual  Property  may  become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including,  without limitation,  the institution of, or any such
determination  or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court or tribunal in
any country)  regarding  such  Grantor's  ownership  of, or the validity of, any
material  Intellectual  Property or such Grantor's right to register the same or
to own and maintain the same.

          (f)  Whenever  such  Grantor,  either by itself or through  any agent,
employee,  licensee or designee,  shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office,
the United States  Copyright Office or any similar office or agency in any other
country or any  political  subdivision  thereof,  such Grantor shall report such
filing to the General  Administrative  Agent within five Business Days after the
last day of the fiscal quarter in which such filing occurs.  Upon request of the
General  Administrative  Agent, such Grantor shall execute and deliver, and have
recorded,  any and all  agreements,  instruments,  documents,  and papers as the
General  Administrative Agent may request to evidence the General Administrative
Agent's and the Lenders' security interest in any Copyright, Patent or Trademark
and the goodwill and general  intangibles  of such Grantor  relating  thereto or
represented thereby.


<PAGE>
                                                                              19


          (g)  Such  Grantor  will  take all  reasonable  and  necessary  steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark  Office,  the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, to maintain
and pursue each  application  (and to obtain the relevant  registration)  and to
maintain each  registration of the material  Intellectual  Property,  including,
without  limitation,  filing of applications for renewal,  affidavits of use and
affidavits of incontestability.

          (h) In the event that any material Intellectual Property is infringed,
misappropriated  or diluted by a third party,  such Grantor  shall (i) take such
actions  as  such  Grantor  shall   reasonably   deem   appropriate   under  the
circumstances   to  protect  such   Intellectual   Property  and  (ii)  if  such
Intellectual Property is of material economic value, promptly notify the General
Administrative   Agent  after  it  learns  thereof  and  sue  for  infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution.

          5.11 SPECIAL  COVENANTS OF HOLDINGS.  Holdings  hereby  covenants  and
agrees that

          (a) Sections 7.5, 7.6, 7.7, 7.8, 7.9 and 7.10 of the Credit  Agreement
shall  apply  to  Holdings,  MUTATIS  MUTANDIS,  to the  same  extent  as if the
references to a Borrower therein were references to Holdings,  and Holdings will
perform and satisfy all such covenants as so applied to it.

          (b) Holdings shall take, or shall refrain from taking, as the case may
be, all actions that are necessary to be taken or not taken so that no violation
of any  provision,  covenant  or  agreement  contained  in Section 7 or 8 of the
Credit Agreement,  and so that no Default or Event of Default,  is caused by any
act or failure to act of Holdings.

          (c)   Holdings   shall  not  incur  any   Indebtedness   or  Guarantee
Obligations,  or make any investments in, or loans or advances to any Person, or
merge or consolidate with any Person, or conduct,  transact or otherwise engage,
or  commit  to  transact,  conduct  or  otherwise  engage,  in any  business  or
operations other than (i) the ownership of the capital stock of the Borrower and
the exercise of rights and  performance of obligations in connection  therewith,
(ii) the entry into,  and exercise of rights and  performance  of obligations in
respect of, this Agreement,  registration  rights  agreements,  voting and other
stockholder  agreements and engagement letters, (iii) compliance with applicable
reporting and other obligations,  under federal, state or other securities laws,
(iv) the  listing  of its  equity  securities  and  compliance  with  applicable
reporting and other  obligations in connection  therewith,  (v) the retention of
transfer agents, private placement agents,  underwriters,  counsel,  accountants
and other advisors and  consultants,  (vi) the performance of obligations  under
and in compliance  with its  certificate of  incorporation  and by-laws,  or any
applicable law, ordinance,  regulation, rule, order, judgment, decree or permit,
including,  without  limitation,  as a  result  of or  in  connection  with  the
activities of the Borrower,  (vii) the  incurrence  and payment of any taxes for
which it may be liable  and  (viii)  other  activities  directly  related to the
foregoing.


<PAGE>
                                                                              20


                         SECTION 6. REMEDIAL PROVISIONS

          6.1 REMEDIES;  OBTAINING COLLATERAL UPON DEFAULT.  Upon the occurrence
and  during  the  continuance  of an Event of  Default,  subject  to  applicable
provisions of the Orders, the General  Administrative  Agent, in addition to any
rights now or hereafter  existing under applicable law, and without  application
to or order of the Bankruptcy Court, shall have all rights as a secured creditor
under the Uniform Commercial Code in all relevant jurisdictions and may:

          (a) personally, or by agents or attorneys, immediately take possession
     of the Collateral or any part thereof, from the Borrower,  any Guarantor or
     any  other  Person  who then has  possession  of any part  thereof  with or
     without notice or process of law (but subject to any  Requirements of Law),
     and for that  purpose  may enter  upon the  Borrower's  or any  Guarantor's
     premises where any of the Collateral is located and remove the same and use
     in connection  with such removal any and all services,  supplies,  property
     and other facilities of the Borrower or Guarantors;

          (b) instruct the obligor or obligors on any agreements,  instrument or
     other  obligation  constituting the Collateral to make any payment required
     by the terms of such instrument or agreement  directly to the Concentration
     Account or Cash Collateral Account;

          (c)  withdraw  all  monies,   securities   and   instruments   in  the
     Concentration  Account or Cash  Collateral  Account for  application to the
     Obligations  and convert any monies not in United States  Dollars to United
     States Dollars;

          (d) sell, assign or otherwise liquidate, or direct the Borrower or any
     Guarantor  to  sell,  assign  or  otherwise  liquidate,  any  or all of the
     Collateral or any part thereof,  and take possession of the proceeds of any
     such sale or liquidation;

          (e)  take  possession  of the  Collateral  or  any  part  thereof,  by
     directing  the Borrower or any  Guarantor in writing to deliver the same to
     the General  Administrative  Agent at any place or places designated by the
     General Administrative Agent, in which event the Borrower or such Guarantor
     shall at its own expense:

               (i)(A)  forthwith  cause  the same to be  moved  to the  place or
          places so  designated  by the General  Administrative  Agent and there
          delivered to the General Administrative Agent;

               (B)(ii) store and keep any Collateral so delivered to the General
          Administrative Agent at such place or places pending further action by
          the General Administrative Agent as provided in Section 6.2; and


<PAGE>
                                                                              21


               (C)(iii)  while  the  Collateral  shall be so  stored  and  kept,
          provide such guards and maintenance  services as shall be necessary to
          protect the same and to preserve and maintain them in good condition;

it being  understood  that the  Borrower's or any  Guarantor's  obligation so to
deliver  the   Collateral  is  of  the  essence  of  this  Agreement  and  that,
accordingly,   upon   application   to  the   Bankruptcy   Court,   the  General
Administrative   Agent  shall  be  entitled  to  a  decree  requiring   specific
performance by the Borrower or any Guarantor of such obligation.

          6.2 REMEDIES;  DISPOSITION OF THE COLLATERAL.  Upon the occurrence and
during  the  continuance  of an Event of  Default,  and  subject  to  applicable
provisions  of the Orders,  without  application  to or order of the  Bankruptcy
Court, any Collateral  repossessed by the General  Administrative Agent under or
pursuant to Section  6.1 or the Orders or  otherwise,  and any other  Collateral
whether or not so repossessed by the General  Administrative Agent, may be sold,
assigned,  leased or otherwise  disposed of under one or more contracts or as an
entirety,  and  without  the  necessity  of  gathering  at the place of sale the
property to be sold,  and in general in such manner,  at such time or times,  at
such place or places and on such terms as the General  Administrative Agent may,
in  compliance  with  any  Requirements  of Law,  determine  to be  commercially
reasonable.  Any of the Collateral may be sold, leased or otherwise disposed of,
in  the  condition  in  which  the  same  existed  when  taken  by  the  General
Administrative  Agent  or  after  any  overhaul  or  repair  which  the  General
Administrative  Agent shall  determine to be commercially  reasonable.  Any such
disposition which shall be a private sale or other private proceeding  permitted
by  applicable  Requirements  of Law  shall be made  upon not less than 10 days'
written notice to the Grantors  specifying the time at which such disposition is
to be made and the  intended  sale price or other  consideration  therefor,  and
shall be subject,  for the 10 days after the giving of such notice, to the right
of the Grantors or any nominee  thereof to acquire the Collateral  involved at a
price or for such other  consideration at least equal to the intended sale price
or other  consideration  so  specified.  Any such  disposition  which shall be a
public sale permitted by applicable  Requirements  of Law shall be made upon not
less than 10 days' written notice to the Grantors  specifying the time and place
of such sale and, in the absence of applicable  Requirement  of Law, shall be by
public  auction (which may, at the General  Administrative  Agent's  option,  be
subject to reserve),  after  publication of notice of such auction not less than
10 days prior  thereto in two  newspapers of national  circulation.  The General
Administrative  Agent  on  behalf  of the  Lenders  may bid for and  become  the
purchaser of the Collateral or any item thereof,  offered for sale in accordance
with this Section without  accountability  to the Grantors (except to the extent
of surplus money received). If, under mandatory Requirements of Law, the General
Administrative  Agent shall be required to make  disposition  of the  Collateral
within a period  of time  which  does not  permit  the  giving  of notice to the
Borrower or  Guarantors as  hereinabove  specified,  the General  Administrative
Agent need give the Borrower and  Guarantors  only such notice of disposition as
shall be reasonably practicable.

          6.3 PLEDGED STOCK.  (a) Unless an Event of Default shall have occurred
and be continuing and the General  Administrative  Agent shall have given notice
to the relevant Grantor of the General Administrative Agent's intent to exercise
its  corresponding  rights  pursuant to Section  6.3(b),  each Grantor  shall be
permitted to receive all cash dividends paid in respect of the


<PAGE>
                                                                              22


Pledged  Stock and all payments  made in respect of the Pledged  Notes,  in each
case paid in the normal course of business of the relevant Issuer and consistent
with past  practice,  to the extent  permitted in the Credit  Agreement,  and to
exercise all voting and corporate or other organizational rights with respect to
the  Investment  Property;  PROVIDED,  HOWEVER,  that no vote  shall  be cast or
corporate or other  organizational  right exercised or other action taken which,
in the General  Administrative  Agent's  reasonable  judgment,  would impair the
Collateral or which would be inconsistent with or result in any violation of any
provision of the Credit Agreement, this Agreement or any other Loan Document.

          (b) If an Event of  Default  shall  occur  and be  continuing  and the
General  Administrative  Agent shall give notice of its intent to exercise  such
rights to the relevant Grantor or Grantors, (i) the General Administrative Agent
shall have the right to receive  any and all cash  dividends,  payments or other
Proceeds paid in respect of the Investment Property and make application thereof
to the  Obligations  in such  order  as the  General  Administrative  Agent  may
determine, and (ii) any or all of the Investment Property shall be registered in
the name of the General  Administrative  Agent or its  nominee,  and the General
Administrative  Agent or its nominee  may  thereafter  exercise  (x) all voting,
corporate and other rights pertaining to such Investment Property at any meeting
of  shareholders  of the relevant Issuer or Issuers or otherwise and (y) any and
all  rights of  conversion,  exchange  and  subscription  and any other  rights,
privileges or options  pertaining to such Investment  Property as if it were the
absolute owner thereof (including,  without limitation, the right to exchange at
its  discretion  any  and  all of  the  Investment  Property  upon  the  merger,
consolidation,  reorganization,  recapitalization or other fundamental change in
the  corporate  or other  organizational  structure  of any Issuer,  or upon the
exercise  by any  Grantor  or the  General  Administrative  Agent of any  right,
privilege or option  pertaining to such Investment  Property,  and in connection
therewith,  the  right to  deposit  and  deliver  any and all of the  Investment
Property with any  committee,  depositary,  transfer  agent,  registrar or other
designated  agency upon such terms and conditions as the General  Administrative
Agent may  determine),  all without  liability  except to account  for  property
actually received by it, but the General Administrative Agent shall have no duty
to any Grantor to exercise any such right,  privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

          (c) Each Grantor  hereby  authorizes  and instructs each Issuer of any
Investment  Property  pledged by such  Grantor  hereunder to (i) comply with any
instruction received by it from the General Administrative Agent in writing that
(x) states that an Event of Default has  occurred and is  continuing  and (y) is
otherwise in accordance with the terms of this  Agreement,  without any other or
further instructions from such Grantor, and each Grantor agrees that each Issuer
shall be fully protected in so complying,  and (ii) unless  otherwise  expressly
permitted  hereby,  pay any  dividends  or other  payments  with  respect to the
Investment Property directly to the General Administrative Agent.

          6.4  APPLICATION  OF  PROCEEDS.  (a)  Notwithstanding  anything to the
contrary  contained  in this  Agreement or any other Loan  Document,  (i) if the
General  Administrative Agent takes action under clause (i) or (ii) of Section 9
of the Credit  Agreement upon the  occurrence  and during the  continuance of an
Event of Default,  any payment by the Borrower or  Guarantors  on account of the
Obligations  and any proceeds  arising out of any realization  (including  after


<PAGE>
                                                                              23


foreclosure) upon the Collateral shall be applied,  subject to the Carve-Out, as
follows:  FIRST,  to the  payment in full of all costs and  expenses  (including
without  limitation,  reasonable  attorneys'  fees  and  disbursements)  paid or
incurred by the General Administrative Agent or any of the Lenders in connection
with any such realization upon the Collateral,  SECOND, as a permanent reduction
of the  Revolving  Credit  Commitments,  pro rata to the  payment in full of the
Revolving Credit Loans (including any accrued and unpaid interest  thereon,  and
any fees and other  Obligations in respect  thereof),  THIRD,  to the payment in
full of unreimbursed  amounts paid under any Letter of Credit,  FOURTH,  to cash
collateralize  unreimbursed amounts paid under any Letter of Credit in an amount
equal to 105% of any such  amount,  FIFTH,  subject  to the  terms of the  Final
Order, to the Prepetition  Agent for application to the Prepetition  Obligations
to the extent of any diminution in value in the Prepetition Collateral since the
Petition Date, and SIXTH,  to the extent of any Proceeds of Collateral  that are
also  Proceeds  of  Prepetition  Collateral,  to  the  payment  in  full  of the
Prepetition  Obligations,  and (ii) any payments or distributions of any kind or
character,  whether in cash,  property or  securities,  made by the  Grantors or
otherwise in a manner  inconsistent with clause (i) of this Section 6.4(a) shall
be held in trust and paid over or delivered to the General  Administrative Agent
so that  the  priorities  and  requirements  set  forth in such  clause  (i) are
satisfied.

          (b) It is understood that the Borrower and the Guarantors shall remain
jointly and severally liable to the extent of any deficiency  between the amount
of the proceeds of the Collateral and the amount of the Obligations.

          6.5  REGISTRATION.  (a)  If the  General  Administrative  Agent  shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant
to Section 6.1, and if in the opinion of the General  Administrative Agent it is
necessary or advisable to have the Pledged Stock,  or that portion thereof to be
sold,  registered  under the  provisions  of the  Securities  Act,  the relevant
Grantor will cause the Issuer thereof to (i) execute and deliver,  and cause the
directors  and  officers  of such  Issuer  to  execute  and  deliver,  all  such
instruments and documents, and do or cause to be done all such other acts as may
be, in the opinion of the General  Administrative Agent,  necessary or advisable
to register the Pledged  Stock,  or that portion  thereof to be sold,  under the
provisions  of the  Securities  Act,  (ii) use its  best  efforts  to cause  the
registration  statement  relating  thereto  to  become  effective  and to remain
effective for a period of one year from the date of the first public offering of
the  Pledged  Stock,  or that  portion  thereof  to be sold,  and (iii) make all
amendments thereto and/or to the related prospectus which, in the opinion of the
General Administrative Agent, are necessary or advisable, all in conformity with
the  requirements  of the  Securities  Act and the rules and  regulations of the
Securities and Exchange Commission  applicable  thereto.  Each Grantor agrees to
cause such Issuer to comply with the  provisions of the securities or "Blue Sky"
laws of any and all jurisdictions which the General  Administrative  Agent shall
designate and to make available to its security holders, as soon as practicable,
an  earnings  statement  (which  need not be  audited)  which will  satisfy  the
provisions of Section 11(a) of the Securities Act.

          (b) Each Grantor recognizes that the General  Administrative Agent may
be unable to effect a public sale of any or all the Pledged Stock,  by reason of
certain  prohibitions  contained  in the  Securities  Act and  applicable  state
securities  laws or  otherwise,  and may be  compelled  to


<PAGE>
                                                                              24


resort to one or more private sales thereof to a restricted  group of purchasers
which will be obliged to agree,  among other things,  to acquire such securities
for their own account for investment and not with a view to the  distribution or
resale thereof.  Each Grantor acknowledges and agrees that any such private sale
may result in prices and other  terms  less  favorable  than if such sale were a
public  sale  and,  notwithstanding  such  circumstances,  agrees  that any such
private  sale  shall be deemed to have  been made in a  commercially  reasonable
manner. The General Administrative Agent shall be under no obligation to delay a
sale of any of the Pledged Stock for the period of time  necessary to permit the
Issuer thereof to register such  securities for public sale under the Securities
Act, or under  applicable state securities laws, even if such Issuer would agree
to do so.

          (c) Each  Grantor  agrees to use its best efforts to do or cause to be
done all such other acts as may be  necessary  to make such sale or sales of all
or any  portion of the  Pledged  Stock  pursuant  to this  Section 6.5 valid and
binding and in compliance with any and all other applicable Requirements of Law.
Each Grantor  further agrees that a breach of any of the covenants  contained in
this  Section 6.5 will cause  irreparable  injury to the General  Administrative
Agent and the  Lenders,  that the General  Administrative  Agent and the Lenders
have no adequate  remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this Section 6.5 shall be specifically
enforceable against such Grantor,  and such Grantor hereby waives and agrees not
to assert  any  defenses  against  an action for  specific  performance  of such
covenants  except for a defense that no Event of Default has occurred  under the
Credit Agreement.

                   SECTION 7. THE GENERAL ADMINISTRATIVE AGENT

          7.1 ADMINISTRATIVE  AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT,  ETC. (a)
Each  Grantor   hereby   irrevocably   constitutes   and  appoints  the  General
Administrative  Agent and any  officer  or agent  thereof,  with  full  power of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and  authority  in the place and stead of such  Grantor and in the name of
such  Grantor or in its own name,  for the purpose of carrying  out the terms of
this Agreement,  to take any and all  appropriate  action and to execute any and
all documents and instruments  which may be necessary or desirable to accomplish
the purposes of this  Agreement,  and,  without  limiting the  generality of the
foregoing,  each Grantor hereby gives the General Administrative Agent the power
and  right,  on  behalf  of such  Grantor,  without  notice to or assent by such
Grantor, to do any or all of the following:

          (i) in the name of such Grantor or its own name,  or  otherwise,  take
     possession  of  and  indorse  and  collect  any  checks,   drafts,   notes,
     acceptances  or other  instruments  for the payment of moneys due under any
     Receivable  or with respect to any other  Collateral  and file any claim or
     take any  other  action  or  proceeding  in any  court of law or  equity or
     otherwise deemed  appropriate by the General  Administrative  Agent for the
     purpose of collecting  any and all such moneys due under any  Receivable or
     with respect to any other Collateral whenever payable;


<PAGE>
                                                                              25


          (ii) in the case of any  Intellectual  Property,  execute and deliver,
     and have  recorded,  any and all  agreements,  instruments,  documents  and
     papers as the General  Administrative  Agent may  request to  evidence  the
     General  Administrative  Agent's and the Lenders' security interest in such
     Intellectual  Property  and the goodwill  and general  intangibles  of such
     Grantor relating thereto or represented thereby;

          (iii)  pay or  discharge  taxes  and  Liens  levied  or  placed  on or
     threatened  against the  Collateral,  effect any  repairs or any  insurance
     called  for by the terms of this  Agreement  and pay all or any part of the
     premiums therefor and the costs thereof;

          (iv) execute,  in connection with any sale provided for in Section 6.1
     or 6.2, any indorsements, assignments or other instruments of conveyance or
     transfer with respect to the Collateral; and

          (v) (1)  direct  any party  liable  for any  payment  under any of the
     Collateral  to make  payment  of any and all  moneys  due or to become  due
     thereunder directly to the General  Administrative  Agent or as the General
     Administrative  Agent shall  direct;  (2) ask or demand for,  collect,  and
     receive  payment of and receipt for,  any and all moneys,  claims and other
     amounts  due or to become due at any time in  respect of or arising  out of
     any  Collateral;  (3) sign and  indorse  any  invoices,  freight or express
     bills,  bills of lading,  storage or  warehouse  receipts,  drafts  against
     debtors,  assignments,   verifications,  notices  and  other  documents  in
     connection  with any of the  Collateral;  (4)  commence and  prosecute  any
     suits, actions or proceedings at law or in equity in any court of competent
     jurisdiction  to collect  the  Collateral  or any  portion  thereof  and to
     enforce any other right in respect of any Collateral;  (5) defend any suit,
     action or  proceeding  brought  against  such  Grantor  with respect to any
     Collateral;  (6)  settle,  compromise  or adjust any such  suit,  action or
     proceeding and, in connection  therewith,  give such discharges or releases
     as the General  Administrative  Agent may deem appropriate;  (7) assign any
     Intellectual Property (along with the goodwill of the business to which any
     such Intellectual Property pertains), throughout the world for such term or
     terms,   on  such   conditions,   and  in  such  manner,   as  the  General
     Administrative  Agent  shall  in its  sole  discretion  determine;  and (8)
     generally, sell, transfer, pledge and make any agreement with respect to or
     otherwise deal with any of the Collateral as fully and completely as though
     the General  Administrative  Agent were the absolute  owner thereof for all
     purposes,  and do, at the General  Administrative  Agent's  option and such
     Grantor's  expense,  at any time, or from time to time, all acts and things
     which the General Administrative Agent deems necessary to protect, preserve
     or realize upon the Collateral and the General  Administrative  Agent's and
     the Lenders'  security  interests  therein and to effect the intent of this
     Agreement, all as fully and effectively as such Grantor might do.

          Anything in this Section 7.1(a) to the contrary  notwithstanding,  the
General  Administrative  Agent agrees that it will not exercise any rights under
the power of attorney  provided  for in this Section  7.1(a)  unless an Event of
Default shall have occurred and be continuing.


<PAGE>
                                                                              26


          (b)  If any  Grantor  fails  to  perform  or  comply  with  any of its
agreements  contained herein, the General  Administrative  Agent, at its option,
but without any obligation so to do, may perform or comply,  or otherwise  cause
performance or compliance, with such agreement.

          (c) The  expenses  of the  General  Administrative  Agent  incurred in
connection  with actions  undertaken  as provided in this Section 7.1,  together
with interest thereon at a rate per annum equal to the highest rate per annum at
which interest would then be payable on past due Revolving Credit Loans that are
Base Rate  Loans  under the  Credit  Agreement,  from the date of payment by the
General  Administrative  Agent to the date  reimbursed by the relevant  Grantor,
shall be payable by such Grantor to the General Administrative Agent on demand.

          (d) Each  Grantor  hereby  ratifies  all  that  said  attorneys  shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies  contained  in this  Agreement  are coupled  with an  interest  and are
irrevocable  until this  Agreement  is  terminated  and the  security  interests
created hereby are released.

          7.2 DUTY OF GENERAL ADMINISTRATIVE. The General Administrative Agent's
sole duty with respect to the custody,  safekeeping and physical preservation of
the  Collateral  in its  possession,  under Section 9-207 of the New York UCC or
otherwise,  shall  be to  deal  with  it in  the  same  manner  as  the  General
Administrative  Agent deals with similar  property for its own account.  Neither
the  General  Administrative  Agent,  any  Lender  nor any of  their  respective
officers, directors,  employees or agents shall be liable for failure to demand,
collect or realize  upon any of the  Collateral  or for any delay in doing so or
shall be under any  obligation  to sell or otherwise  dispose of any  Collateral
upon the request of any Grantor or any other  Person or to take any other action
whatsoever  with  regard  to the  Collateral  or any part  thereof.  The  powers
conferred  on the General  Administrative  Agent and the Lenders  hereunder  are
solely to protect the General  Administrative Agent's and the Lenders' interests
in the Collateral and shall not impose any duty upon the General  Administrative
Agent or any Lender to exercise  any such  powers.  The  General  Administrative
Agent and the Lenders shall be  accountable  only for amounts that they actually
receive as a result of the exercise of such powers,  and neither they nor any of
their  officers,  directors,  employees  or agents shall be  responsible  to any
Grantor  for any act or  failure  to act  hereunder,  except for their own gross
negligence or willful misconduct.

          7.3  EXECUTION OF FINANCING  STATEMENTS.  Pursuant to Section 9-402 of
the New York UCC and any other  applicable  law,  each  Grantor  authorizes  the
General  Administrative  Agent,  in its  sole  discretion,  to  file  or  record
financing statements and other filing or recording documents or instruments with
respect to the Collateral without the signature of such Grantor in such form and
in such  offices  as the  General  Administrative  Agent  determines  reasonably
appropriate  to perfect the  security  interests  of the General  Administrative
Agent  under  this  Agreement.  A  photographic  or other  reproduction  of this
Agreement  shall be  sufficient  as a  financing  statement  or other  filing or
recording document or instrument for filing or recording in any jurisdiction.

          7.4   AUTHORITY  OF  GENERAL   ADMINISTRATIVE   AGENT.   Each  Grantor
acknowledges that the rights and responsibilities of the General  Administrative
Agent  under this  Agreement  with


<PAGE>
                                                                              27


respect to any action taken by the General  Administrative Agent or the exercise
or non-exercise by the General Administrative Agent of any option, voting right,
request,  judgment or other right or remedy  provided for herein or resulting or
arising out of this Agreement shall, as between the General Administrative Agent
and  the  Lenders,  be  governed  by the  Credit  Agreement  and by  such  other
agreements  with respect thereto as may exist from time to time among them, but,
as between  the  General  Administrative  Agent and the  Grantors,  the  General
Administrative  Agent shall be  conclusively  presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting,  and
no Grantor shall be under any obligation,  or  entitlement,  to make any inquiry
respecting such authority.

                            SECTION 8. MISCELLANEOUS

          8.1  AMENDMENTS  IN WRITING.  None of the terms or provisions  of this
Agreement may be waived,  amended,  supplemented or otherwise modified except in
accordance with Section 11.1 of the Credit Agreement.

          8.2 NOTICES. All notices,  requests and demands to or upon the General
Administrative  Agent or any Grantor  hereunder  shall be effected in the manner
provided for in Section 11.2 of the Credit Agreement.

          8.3 NO WAIVER BY COURSE OF CONDUCT;  CUMULATIVE REMEDIES.  Neither the
General  Administrative  Agent  nor any  Lender  shall by any act  (except  by a
written  instrument  pursuant to Section 8.1),  delay,  indulgence,  omission or
otherwise  be deemed to have  waived  any right or remedy  hereunder  or to have
acquiesced in any Default or Event of Default.  No failure to exercise,  nor any
delay in  exercising,  on the part of the  General  Administrative  Agent or any
Lender,  any  right,  power or  privilege  hereunder  shall  operate as a waiver
thereof.  No  single  or  partial  exercise  of any  right,  power or  privilege
hereunder shall preclude any other or further  exercise  thereof or the exercise
of any other right, power or privilege.  A waiver by the General  Administrative
Agent or any Lender of any right or remedy  hereunder on any one occasion  shall
not  be   construed  as  a  bar  to  any  right  or  remedy  which  the  General
Administrative Agent or such Lender would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative,  may be exercised singly
or concurrently  and are not exclusive of any other rights or remedies  provided
by law.

          8.4 ENFORCEMENT EXPENSES;  INDEMNIFICATION.  (a) Each Guarantor agrees
to pay or  reimburse  the  General  Administrative  Agent  for all its costs and
expenses  incurred in  collecting  against such  Guarantor  under the  guarantee
contained in Section 2 or otherwise  enforcing  or  preserving  any rights under
this  Agreement and the other Loan Documents to which such Guarantor is a party,
including,  without  limitation,  the fees and  disbursements  of counsel to the
General Administrative Agent.

          (b)  Each   Guarantor   agrees  to  pay,   and  to  save  the  General
Administrative Agent and the Lenders harmless from, any and all liabilities with
respect to, or resulting  from any delay in paying,  any and all stamp,  excise,
sales or other  taxes  which may be payable  or  determined  to


<PAGE>
                                                                              28


be payable with respect to any of the  Collateral or in  connection  with any of
the transactions contemplated by this Agreement.

          (c)  Each   Guarantor   agrees  to  pay,   and  to  save  the  General
Administrative  Agent and the Lenders  harmless from,  any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements  of any kind or nature  whatsoever with respect to the
execution,  delivery,  enforcement,   performance  and  administration  of  this
Agreement  to the extent the  Borrower  would be  required  to do so pursuant to
Section 11.5 of the Credit Agreement.

          (d) The agreements in this Section 8.4 shall survive  repayment of the
Obligations  and all other amounts  payable  under the Credit  Agreement and the
other Loan Documents.

          8.5 SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon the
successors  and  assigns of each  Grantor  and shall inure to the benefit of the
General  Administrative  Agent and the Lenders and their successors and assigns;
PROVIDED  that no Grantor may assign,  transfer or delegate any of its rights or
obligations  under  this  Agreement  without  the prior  written  consent of the
General Administrative Agent.

          8.6 SET-OFF.  Each Grantor hereby  irrevocably  authorizes the General
Administrative  Agent and each Lender at any time and from time to time while an
Event of Default  pursuant to Section  9(a) of the Credit  Agreement  shall have
occurred and be continuing, without notice to such Grantor or any other Grantor,
any  such  notice  being  expressly  waived  by each  Grantor,  to  set-off  and
appropriate and apply any and all deposits (general or special,  time or demand,
provisional or final), in any currency,  and any other credits,  indebtedness or
claims,  in any currency,  in each case whether direct or indirect,  absolute or
contingent,  matured  or  unmatured,  at any time  held or owing by the  General
Administrative  Agent or such Lender to or for the credit or the account of such
Grantor, or any part thereof in such amounts as the General Administrative Agent
or such  Lender  may  elect,  against  and on  account  of the  obligations  and
liabilities of such Grantor to the General  Administrative  Agent or such Lender
hereunder   and  claims  of  every  nature  and   description   of  the  General
Administrative  Agent or such Lender  against  such  Grantor,  in any  currency,
whether arising hereunder,  under the Credit Agreement,  any other Loan Document
or  otherwise,  as the  General  Administrative  Agent or such Lender may elect,
whether  or not the  General  Administrative  Agent or any  Lender  has made any
demand for payment and although such obligations,  liabilities and claims may be
contingent or unmatured.  The General Administrative Agent and each Lender shall
notify such Grantor promptly of any such set-off and the application made by the
General  Administrative  Agent or such Lender of the proceeds thereof,  PROVIDED
that the  failure to give such  notice  shall not affect  the  validity  of such
set-off and application. The rights of the General Administrative Agent and each
Lender  under this  Section  8.6 are in addition  to other  rights and  remedies
(including,  without  limitation,  other  rights of  set-off)  which the General
Administrative Agent or such Lender may have.

          8.7 COUNTERPARTS. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate  counterparts  (including by
telecopy),  and all of said  counterparts  taken  together  shall be  deemed  to
constitute one and the same instrument.


<PAGE>
                                                                              29


          8.8 SEVERABILITY.  Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

          8.9 SECTION HEADINGS.  The Section headings used in this Agreement are
for convenience of reference only and are not to affect the construction  hereof
or be taken into consideration in the interpretation hereof.

          8.10  INTEGRATION.   This  Agreement  and  the  other  Loan  Documents
represent the agreement of the Grantors,  the General  Administrative  Agent and
the Lenders with respect to the subject matter hereof and thereof, and there are
no  promises,  undertakings,   representations  or  warranties  by  the  General
Administrative Agent or any Lender relative to subject matter hereof and thereof
not expressly set forth or referred to herein or in the other Loan Documents.

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

          8.12  SUBMISSION  TO  JURISDICTION;   WAIVERS.   Each  Grantor  hereby
irrevocably and unconditionally:

          (a)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party,  or for  recognition  and  enforcement  of any  judgment  in
     respect  thereof,  to  the  non-exclusive   general   jurisdiction  of  the
     Bankruptcy  Court and,  if the  Bankruptcy  Court does not have or abstains
     from  jurisdiction,  the  courts of the United  States of  America  for the
     Southern District of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any  objection  that it may now or hereafter  have to the
     venue of any such  action  or  proceeding  in any such  court or that  such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that  service of process in any such  action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar  form of mail),  postage  prepaid,  to such
     Grantor at its address  referred to in Section 8.2 or at such other address
     of which the General Administrative Agent shall have been notified pursuant
     thereto;

          (d)  agrees  that  nothing  herein  shall  affect  the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction; and



<PAGE>
                                                                              30


          (e) waives,  to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding  referred to
     in this Section any special, exemplary, punitive or consequential damages.

          8.13 ACKNOWLEDGMENTS. Each Grantor hereby acknowledges that:

          (a) it has been advised by counsel in the  negotiation,  execution and
     delivery of this  Agreement  and the other Loan  Documents to which it is a
     party;

          (b) neither the  General  Administrative  Agent nor any Lender has any
     fiduciary  relationship  with or duty to any  Grantor  arising out of or in
     connection with this Agreement or any of the other Loan Documents,  and the
     relationship  between  the  Grantors,  on the one  hand,  and  the  General
     Administrative Agent and Lenders, on the other hand, in connection herewith
     or therewith is solely that of debtor and creditor; and

          (c) no joint venture is created  hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among the Grantors and the Lenders.

          8.14  ABSENCE  OF  PREJUDICE   WITH  RESPECT  TO  MATTERS  BEFORE  THE
BANKRUPTCY  COURT.  The  Borrower  and  the  Guarantors   acknowledge  that  the
Bankruptcy  Code and  Bankruptcy  Rules  require them to seek  Bankruptcy  Court
authorization  for certain matters that may also be addressed in this Agreement.
Neither the Borrower nor the Guarantors will mention in any pleading or argument
before the Bankruptcy Court in support of, or in any way relating to, a position
that Bankruptcy  Court  authorization  should be granted on the ground that such
authorization is permitted by this Agreement  (unless a Person opposing any such
pleading  or  argument  relies  on this  Agreement  to assert  or  question  the
propriety of such).

          8.15  WAIVER  OF JURY  TRIAL.  EACH  GRANTOR  HEREBY  IRREVOCABLY  AND
UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


<PAGE>





                  IN WITNESS  WHEREOF,  each of the  undersigned has caused this
Guarantee and  Collateral  Agreement to be duly executed and delivered as of the
date first above written.

                                 SAFETY-KLEEN CORP. (formerly known as
                                   Laidlaw Environmental Services, Inc.)

                                 By:   /s/ Henry H. Taylor
                                        Name:  Henry H. Taylor
                                        Title: Senior Vice President, General
                                                  Counsel & Secretary

                                 SAFETY-KLEEN SERVICES, INC. (formerly
                                   known as LES, Inc.)
                                 SAFETY-KLEEN (PECATONICA), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services of Illinois, Inc.)
                                 GSX CHEMICAL SERVICES OF OHIO, INC.
                                 SAFETY-KLEEN (BDT), INC. (formerly known
                                 as Laidlaw Environmental Services (BDT), Inc.)
                                 SAFETY-KLEEN (FS), INC. (formerly known as
                                    Laidlaw Environmental Services (FS), Inc.)
                                 SAFETY-KLEEN (GS), INC. (formerly known as
                                    Laidlaw Environmental Services (GS), Inc.)
                                 SAFETY-KLEEN (CHATTANOOGA), INC.
                                    (formerly known as Laidlaw Environmental
                                    Services of Chattanooga, Inc.)
                                 SAFETY-KLEEN (WHITE CASTLE), INC.
                                    (formerly known as Laidlaw Environmental
                                    Services of White Castle, Inc.)
                                 SAFETY-KLEEN (CROWLEY), INC. (formerly
                                    known as Laidlaw Environmental Services
                                    (Recovery), Inc.)
                                 SAFETY-KLEEN (TS), INC. (formerly known as
                                    Laidlaw Environmental Services (TS), Inc.)
                                 SAFETY-KLEEN (WESTMORLAND), INC.
                                    (formerly known as Laidlaw Environmental
                                    Services (Imperial Valley), Inc.)
                                 SAFETY-KLEEN (BUTTONWILLOW), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Lokern), Inc.)


<PAGE>


                                 SAFETY-KLEEN (CALIFORNIA), INC.
                                   (formerly known as Laidlaw Environmental
                                   of California, Inc.)
                                 SAFETY-KLEEN (PINEWOOD), INC. (formerly
                                   known as Laidlaw Environmental Services of
                                   South Carolina, Inc.)
                                 SAFETY-KLEEN (NE), INC. (formerly known as
                                   Laidlaw Environmental Services
                                   (North East), Inc.)
                                 SAFETY-KLEEN (LAPORTE), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (TES), Inc.)
                                 SAFETY-KLEEN CHEMICAL SERVICES, INC.
                                   (formerly known as Laidlaw Chemical Services,
                                   Inc.)
                                 SAFETY-KLEEN (ROEBUCK), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (TOC), Inc.)
                                 SAFETY-KLEEN (TG), INC. (formerly known as
                                   Laidlaw Environmental Services (TG), Inc.)
                                 SAFETY-KLEEN (ALTAIR), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Altair), Inc.)
                                 SAFETY-KLEEN (WT), INC. (formerly known as
                                   Laidlaw Environmental Services (WT), Inc.)
                                 SAFETY-KLEEN (BARTOW), INC. (formerly
                                   known as Laidlaw Environmental Services of
                                   Bartow, Inc.)
                                 SAFETY-KLEEN (COLFAX), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Thermal Treatment), Inc.)
                                 LEMC, INC.
                                 SAFETY-KLEEN OSCO HOLDINGS, INC.
                                   (formerly known as Laidlaw OSCO Holdings,
                                   Inc.)
                                 SAFETY-KLEEN (NASHVILLE), INC. (formerly
                                   known as Laidlaw Environmental Services of
                                   Nashville, Inc.)
                                 SAFETY-KLEEN (CLIVE), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Clive), Inc.)
                                 SAFETY-KLEEN (LONE AND GRASSY
                                   MOUNTAIN), INC. (formerly known as
                                   Laidlaw Environmental Services
                                   (Lone and Grassy Mountain), Inc.)


<PAGE>


                                 SAFETY-KLEEN (TULSA), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Tulsa), Inc.)
                                 SAFETY-KLEEN (SAN ANTONIO), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (San Antonio), Inc.)
                                 SAFETY-KLEEN (WICHITA), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Wichita), Inc.)
                                 SAFETY-KLEEN (DELAWARE), INC. (formerly
                                   known as Laidlaw Environmental Services of
                                   Delaware, Inc.)
                                 USPCI, INC. OF GEORGIA
                                 SAFETY-KLEEN (SAN JOSE), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (San Jose), Inc.)
                                 SAFETY-KLEEN (SAWYER), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Sawyer), Inc.)
                                 CHEMCLEAR, INC. OF LOS ANGELES
                                 SAFETY-KLEEN (ROSEMOUNT), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Rosemount), Inc.)
                                 SAFETY-KLEEN HOLDING'S, INC. (formerly
                                   known as LES Holding's, Inc.)
                                 SAFETY-KLEEN (PPM), INC. (formerly known
                                   as Laidlaw Environmental Services (Tucker),
                                   Inc.)
                                 NINTH STREET PROPERTIES, INC.
                                 SAFETY-KLEEN (MT. PLEASANT), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Mt. Pleasant), Inc.)
                                 SAFETY-KLEEN (DEER TRAIL), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Deer Trail), Inc.)
                                 SAFETY-KLEEN (MINNEAPOLIS), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Minneapolis), Inc.)
                                 SAFETY-KLEEN (LOS ANGELES), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Los Angeles), Inc.)
                                 SAFETY-KLEEN (BATON ROUGE), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Baton Rouge), Inc.)


<PAGE>


                                 SAFETY-KLEEN (PLAQUEMINE), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Plaquemine), Inc.)
                                 SAFETY-KLEEN (BRIDGEPORT), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Bridgeport), Inc.)
                                 SAFETY-KLEEN (DEER PARK), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Deer Park), Inc.)
                                 SAFETY-KLEEN (TIPTON), INC.
                                  (formerly known as Laidlaw Environmental
                                   Services (Tipton), Inc.)
                                 SAFETY-KLEEN (SUSSEX), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Sussex), Inc.)
                                 SAFETY-KLEEN (GLOUCESTER), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Gloucester), Inc.)
                                 SAFETY-KLEEN (CUSTOM TRANSPORT),
                                   INC. (formerly known as Laidlaw Environmental
                                   Services (Custom Transport), Inc.)
                                 SAFETY-KLEEN (ARAGONITE), INC. (formerly
                                   known as Laidlaw Environmental Services
                                   (Aragonite), Inc.)
                                 SAFETY-KLEEN (PUERTO RICO), INC.
                                   (formerly known as Laidlaw Environmental
                                   Services (Puerto Rico), Inc.)
                                 SAFETY-KLEEN SYSTEMS, INC. (formerly
                                   known as Safety-Kleen Corp.)
                                 DIRT MAGNET, INC.
                                 THE MIDWAY GAS & OIL CO.
                                 ELGINT CORP.
                                 SAFETY-KLEEN ENVIROSYSTEMS
                                   COMPANY
                                 SAFETY-KLEEN ENVIROSYSTEMS
                                   COMPANY OF PUERTO RICO, INC.
                                 PETROCON, INC.
                                 PHILLIPS ACQUISITION CORP.
                                 SAFETY-KLEEN (CONSULTING), Inc. (formerly
                                    known as Virogroup, Inc., which was formerly
                                    known as Safety-Kleen Aviation, Inc.)
                                 SK REAL ESTATE, INC.
                                 SAFETY-KLEEN INTERNATIONAL, INC.
                                 SAFETY-KLEEN OIL RECOVERY CO.
                                 SAFETY-KLEEN OIL SERVICES, INC.


<PAGE>


                                 THE SOLVENTS RECOVERY SERVICE OF
                                    NEW JERSEY, INC.
                                 ECOGARD, INC.
                                 SAFETY-KLEEN (ENCOTEC), INC. (formerly
                                   known as Laidlaw Environmental, Inc.)
                                 SK SERVICES (EAST), L.C.
                                 SK SERVICES, L.C.
                                 SK EUROPE, INC.

                                 By: /s/ Henry H. Taylor
                                    -----------------------------------
                                     Name:   Henry H. Taylor
                                     Title:  President

<PAGE>

<TABLE>

                                                                                         SCHEDULE 1 TO THE GUARANTEE
                                                                                            AND COLLATERAL AGREEMENT
<CAPTION>


                                                 DESCRIPTION OF PLEDGED SECURITIES

             PLEDGED STOCK                CLASS OF STOCK   STOCK         NO. OF                  SHAREHOLDER
                                                           CERT. NO.     SHARES
                                                                         ISSUED
<S>                                           <C>             <C>         <C>       <C>    <

Safety-Kleen Services, Inc. (fka
LES, Inc. fka Laidlaw Chem-                   Common           6           112      Safety-Kleen Corp. (fka Laidlaw
Waste, Inc.)                                                                        Environmental Services, Inc. fka
                                                               7           100      Rollins Environmental Services,
                                                                                    Inc.)

                                                               8            10

                                                               9             1
Safety-Kleen (Consulting), Inc. (fka          Common           3           100      Safety-Kleen Services, Inc. (2)
ViroGroup, Inc. fka Safety-Kleen
Aviation, Inc.) (1)                                            2          1000      Safety-Kleen Systems, Inc.

Safety-Kleen (Lone and Grassy                 Common           9         3,076,872  Safety-Kleen Services, Inc. as
Mountain), Inc. (fka Laidlaw                                                        successor to USPCI, Inc. (3)
Environmental Services (Lone and
Grassy Mountain), Inc. fka United
States Pollution Control, Inc.

Safety-Kleen (Tulsa), Inc. (fka               Common          C-1        10,000     Safety-Kleen (Lone and Grassy
Laidlaw Environmental Services                                                      Mountain), Inc.
(Tulsa), Inc.fka Hydrocarbon
Recyclers, Inc.)

Safety-Kleen (San Antonio), Inc.
(fka Laidlaw Environmental                    Common           1          3402      Safety-Kleen (Tulsa), Inc.
Services (San Antonio), Inc. fka
Hydrocarbon Recyclers, Inc. of
San Antonio)

Safety-Kleen (Wichita), Inc. (fka             Common           2           100      Safety-Kleen (Tulsa), Inc.
Laidlaw Environmental Services
(Wichita), Inc. fka Hydrocarbon
Recyclers, Inc. of Wichita)

Safety-Kleen (Delaware), Inc. (fka            Common           1          1000      Safety-Kleen (Lone and Grassy
Laidlaw Environmental Services of


-----------------
(1) LES Merger, Inc. was merged into ViroGroup,  Inc. (a Florida  corporation) on October 30, 1998. LES Merger, Inc.
formerly had 1000 shares of common stock issued to Laidlaw  Environmental  Services (US), Inc. on stock  certificate
number 001. ViroGroup,  Inc., the Florida  corporation,  was thereafter merged into Safety-Kleen  Aviation,  Inc. on
November 20, 1998. ViroGroup, Inc. formerly had 397,607 shares of common stock issued to Laidlaw Osco Holdings, Inc.
[Safety-Kleen Aviation, Inc. thereafter changed its name to ViroGroup, Inc., a Delaware corporation].

(2) Safety-Kleen  Services,  Inc. is the successor to Safety-Kleen Services (US), Inc. following a merger on 9/1/98.
Safety-Kleen Services (US), Inc. formerly had 105 common shares issued to Safety-Kleen Services, Inc. on certificate
number 3 and 100 common shares issued to Safety-Kleen Services,  Inc. on certificate number 4. Safety-Kleen Services
(US),  Inc. was fka Laidlaw  Environmental  Services (US),  Inc. fka Laidlaw  Environmental  Services,  Inc. fka GSX
Chemical Services, Inc.

UPC Holding Corp. had been merged into Laidlaw Environmental  Services (US), Inc. on May 23, 1997. UPC Holding Corp.
formerly had 100 common shares issued to Laidlaw Environmental Services (US), Inc. on certificate number 3.

Redox, Inc. was merged into Laidlaw  Environmental  Services (US), Inc. on August 22, 1997. Redox, Inc. formerly had
100 common shares issued to Laidlaw Environmental Services (US), Inc. on certificate number 3.

East Carbon Development Financial Partners, Inc. was merged into Laidlaw Environmental Services (US), Inc. on August
28, 1998.  East Carbon  Development  Financial  Partners,  Inc.  formerly had 1000 common  shares  issued to Laidlaw
Environmental Services (US), Inc. on certificate number 1.

USPCI of Pennsylvania,  Inc. was dissolved on August 15, 1997. USPCI of Pennsylvania,  Inc. formerly had 1053 common
shares issued to USPCI, Inc.

(3) USPCI, Inc. was merged into Laidlaw Environmental Services (US), Inc. on May 23, 1997.

                                                                                                         Page 1 of 7
<PAGE>

                                                                                         Schedule 1 to the Guarantee
                                                                                            And Collateral Agreement

Delaware, Inc. fka Northeastern                                                      Mountain), Inc.
Remedial Corporation)

Safety-Kleen (Rosemount), Inc.                Common           1          5000      Safety-Kleen Services, Inc. as
(fka Laidlaw Environmental                                                          successor to USPCI, Inc.
Services (Rosemount), Inc. fka
Minnesota Industrial Containment
Facility, Inc.)

Safety-Kleen (Sawyer), Inc. (fka              Common           2          1000      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(Sawyer), Inc. fka Municipal
Services Corporation)

Safety-Kleen (PPM), Inc. (fka                 Common           1           100      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to USPCI. Inc.
(Tucker), Inc. fka PPM, Inc. of
Georgia)

Ninth Street Properties, Inc.                 Common           1          1000      Safety-Kleen (PPM), Inc.

Safety-Kleen (San Jose), Inc. (fka            Common          C-1          100      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                 successor to USPCI, Inc.
(San Jose), Inc. fka Solvent Service
Co.,  Inc.)

Chemclear, Inc. of Los Angeles                Common           1          1000      Safety-Kleen Services, Inc. as
                                                                                    successor to USPCI, Inc.
USPCI, Inc. of Georgia                        Common           1           100      Safety-Kleen Services, Inc. as
                                                                                    successor to USPCI, Inc.
Safety-Kleen Holdings, Inc. (fka LES          Common       Replace        1000      Safety-Kleen Services, Inc. as
Co.,Holdings, Inc. fka McDuffie                             ment 1                  successor to USPCI, Inc.
County Environmental Facility,
Inc.)

Safety-Kleen (Westmorland), Inc.              Common           2           10       Safety-Kleen Services, Inc. as
(fka Laidlaw Environmental                                                          successor to Safety-Kleen (US), Inc.
Services (Imperial Valley), Inc. fka
GSX Services (Imperial Valley)
Inc.)
                                                               1           10       Safety-Kleen (California), Inc.

Safety-Kleen (Buttonwillow), Inc.             Common           2            3       Safety-Kleen Services, Inc. as
(fka Laidlaw Environmental                                                          successor to Safety-Kleen (US), Inc.
Services (Lokern), Inc. fka GSX
Services (Petroleum Waste), Inc.)                                                            Safety-Kleen (California), Inc.
                                                               1           10
Safety-Kleen (NE), Inc. (fka                  Common           5           100      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(North East), Inc. fka North East
Solvents Reclamation Corporation)

Safety-Kleen (Crowley), Inc. (fka             Common           2           105      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(Recovery), Inc.)

                                                                                                         Page 2 of 7

<PAGE>

                                                                                         Schedule 1 to the Guarantee
                                                                                            And Collateral Agreement

Safety-Kleen (LaPorte), Inc. (fka             Common           7         10,000     Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(TES), Inc.) (4)

Safety-Kleen (TG), Inc. (fka                  Common           3          1000      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(TG), Inc. fka Willms Trucking
Company, Inc.)

Safety-Kleen (Roebuck), Inc. (fka             Common           3           100      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(TOC), Inc. fka Thermal Oxidation
Corporation)

Safety-Kleen (TS), Inc. (fka                  Common           2           100      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(TS), Inc. fka GSX Services, Inc.)

Safety-Kleen (Colfax), Inc. (fka              Common           1           100      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(Thermal Treatment), Inc. fka
Laidlaw Environmental Services of
Arizona, Inc.)

GSX Chemical Services of Ohio,
Inc.                                          Common           4           500      Safety-Kleen Services, Inc. as
                                                                                    successor to Safety-Kleen (US), Inc.
LEMC, Inc. (fka S.M.C., Inc.)                 Common           1           10       Safety-Kleen Services, Inc. as
                                                                                    successor to Safety-Kleen (US), Inc.
Safety-Kleen Chemical Services,               Common           7          3000      Safety-Kleen Services, Inc. as
Inc. (fka Laidlaw Chemical                                                          successor to Safety-Kleen (US), Inc.
Services, Inc. fka Service Chemical
Corporation)

Safety-Kleen (Altair), Inc. (fka              Common           3          1000      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(Altair), Inc.)

Safety-Kleen (FS), Inc. (fka                  Common          004         1000      Safety-Kleen (Altair), Inc.
Laidlaw Environmental Services
(FS), Inc.)                                                    3          6500      Safety-Kleen Services, Inc. as
                                                                                    successor to Safety-Kleen (US), Inc.
Safety-Kleen (BDT), Inc. (fka                 Common           12         7510      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services                                                      successor to Safety-Kleen (US), Inc.
(BDT), Inc. fka BDT, Inc.)

Safety-Kleen (GS), Inc. (fka                  Common           12          10       Safety-Kleen Services, Inc. as
Laidlaw Environmental Services (                                                    successor to Safety-Kleen (US), Inc.
GS), Inc. fka GSX Government
Services, Inc.)

-----------------
(4) Safety-Kleen  (LaPorte),  Inc. previously owned 250 common shares of Corsan Trucking, Inc. issued on certificate
number 3. Laidlaw Environmental Services (US), Inc. owned the remaining issued shares of Corsan Trucking,  Inc. that
being 750 common shares issued on certificate number 4. Corsan Trucking, Inc. was dissolved on August 14, 1998.


                                                                                                         Page 3 of 7
<PAGE>

                                                                                         Schedule 1 to the Guarantee
                                                                                            And Collateral Agreement

Safety-Kleen (Clive), Inc. (fka Laidlaw       Common           11         1000      Safety-Kleen Services, Inc. as
Environmental Services (Clive), Inc.                                                successor to Safety-Kleen (US), Inc.
fka USPCI Clive Incineration Facility,
Inc.)

Safety-Kleen (WT), Inc. (fka Laidlaw          Common          C-1        201,000    Safety-Kleen Services, Inc. as
Environmental Services (WT), Inc.)                                                  successor to Safety-Kleen (US), Inc.

Safety-Kleen OSCO Holdings, Inc. (fka         Common           1           100      Safety-Kleen Services, Inc. as
Laidlaw Osco Holdings, Inc.) (5)                                                    successor to Safety-Kleen (US), Inc.

Safety-Kleen (Nashville), Inc. (fka           Common           2          1000      Safety-Kleen OSCO Holdings, Inc.
Laidlaw Environmental Services of
Nashville, Inc.)

Safety-Kleen (Bartow), Inc. (fka              Common           2          1000      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services of                                                   successor to Safety-Kleen (US), Inc.
Bartow, Inc.)

Safety-Kleen (California), Inc. (fka          Common           3           100      Safety-Kleen Services, Inc.
Laidlaw Environmental Services of
California, Inc.) (6)

Safety-Kleen (Chattanooga), Inc. (fka         Common           2           100      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services of                                                   successor to Safety-Kleen (US), Inc.
Chattanooga, Inc. fka GSX Hydrotech
Systems, Inc.)

Safety-Kleen (Pecatonica), Inc. (fka          Common           2           500      Safety-Kleen Services, Inc. as
Laidlaw Environmental Services of                                                   successor to Safety-Kleen (US), Inc.
Illinois, Inc. fka FIW, Inc.)

Safety-Kleen (Pinewood), Inc. (fka            Common          222           1       Safety-Kleen Services, Inc. as
Laidlaw Environmental Services of South                                             successor to Safety-Kleen (US), Inc.
Carolina, Inc. fka GSX Services of
South Carolina, Inc.)

Safety-Kleen (White Castle), Inc. (fka        Common           10        17,820     Safety-Kleen Services, Inc. as
Laidlaw Environmental Services of White                                             successor to Safety-Kleen (US), Inc.
Castle, Inc. fka GSX Land Treatment,
Inc.)

Safety-Kleen (Bridgeport), Inc. fka           Common           7          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services
(Bridgeport), Inc. fka Rollins
Environmental Services (NJ) Inc.)

Safety-Kleen (Deer Park), Inc. (fka           Common           2          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services (Deer
Park), Inc. fka Rollins Environmental
Services (TX), Inc.)

-----------------------
(5) Osco  Environmental  Services,  Inc.  was merged into  Laidlaw  Osco  Holdings,  Inc. on August 21,  1997,  Osco
Environmental  Services,  Inc.  formerly had 100 shares of common stock  issued to Laidlaw  Osco  Holdings,  Inc. on
certificate number 2.

(6) Greenfield Services Corporation was merged into Laidlaw Environmental  Services of California,  Inc. on July 30,
1997,  Greenfield Services Corporation  formerly had 100,000 shares of common stock issued to Laidlaw  Environmental
Services  (US),  Inc. on  certificate  number 2. Master Wash  Products,  Inc. was merged into Laidlaw  Environmental
Services of California,  Inc. on August 29, 1997. Master Wash Products, Inc. formerly had 5,100,000 shares of common
stock issued to Laidlaw Environmental Services (US), Inc. on certificate number C101.

                                                                                                         Page 4 of 7
<PAGE>

                                                                                         Schedule 1 to the Guarantee
                                                                                            And Collateral Agreement

Safety-Kleen (Baton Rouge), Inc. (fka         Common           2          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services (Baton
Rouge), Inc. fka Rollins Environmental
Services (LA) Inc.)

Safety-Kleen (Plaquemine), Inc. (fka          Common           2          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services
(Plaquemine), Inc. fka Rollins
Environmental Services of Louisiana,
Inc.)

Safety-Kleen (Custom Transport), Inc.         Common           2          1000      Safety-Kleen Services, Inc.
(fka Laidlaw Environmental Services
(Custom Transport), Inc. fka Custom
Environmental Transport, Inc.)

Safety-Kleen (Los Angeles), Inc. (fka         Common           4          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services (Los
Angeles), Inc. fka Rollins O.P.C. Inc.)

Safety-Kleen (Tipton), Inc. (fka              Common           3          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services
(Tipton), Inc. fka Tipton Environmental
Technology, Inc.)

Safety-Kleen (Gloucester), Inc. (fka          Common           3          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services
(Gloucester), Inc. fka Gloucester
County Construction Co.)

Safety-Kleen (Deer Trail), Inc. (fka          Common           5           500      Safety-Kleen Services, Inc.
Laidlaw Environmental Services (Deer
Trail), Inc. fka Highway 36 Land
Development Company)

Safety-Kleen (Mt. Pleasant), Inc. (fka        Common           2          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services (Mt.
Pleasant), Inc. fka Allworth of
Tennessee, Inc.)

Safety-Kleen (Minneapolis), Inc. (fka         Common           11         3000      Safety-Kleen Services, Inc.
Laidlaw Environmental Services
(Minneapolis), Inc. fka National
Electric, Inc.)

Safety-Kleen (Aragonite), Inc. (fka           Common           3          1000      Safety-Kleen (Minneapolis), Inc.
Laidlaw Environmental Services
(Aragonite), Inc. fka Aptus, Inc.)

Safety-Kleen (Sussex), Inc. (fka              Common           2           500      Safety-Kleen Services, Inc.
Laidlaw Environmental Services
(Sussex), Inc. fka Sussex Contractors,
Inc.)

Safety-Kleen (Encotec), Inc. (fka             Common           2          1000      Safety-Kleen Services, Inc.
Laidlaw Environmental, Inc. fka Rollins
Environmental, Inc.)

                                                                                                         Page 5 of 7
<PAGE>

                                                                                         Schedule 1 to the Guarantee
                                                                                            And Collateral Agreement

Safety-Kleen Systems, Inc.  (fka              Common          001           1       Safety-Kleen Services, Inc.
Safety-Kleen Corp.) (7)

Ecogard, Inc.                                 Common           4           10       Safety-Kleen Systems, Inc.

SK Europe, Inc.                               Common          001          10       Safety-Kleen Systems, Inc.

Safety-Kleen Europe Limited (44%)             Common           16        2,640,000  SK Europe, Inc.

Dirt Magnet, Inc.                             Common           38        44,387     Safety-Kleen Systems, Inc.

The Midway Gas and Oil Co.                    Common           38          26       Dirt Magnet, Inc.

Elgint Corp.                                  Common           1          2500      Safety-Kleen Systems, Inc.

Safety-Kleen Envirosystems Company            Common           1          1000      Safety-Kleen Systems, Inc.

Safety-Kleen Envirosystems Company of         Common           1           10       Safety-Kleen Envirosystems Company
Puerto Rico, Inc.

Petrocon, Inc.                                Common           1           100      Safety-Kleen Systems, Inc.

Phillips Acquisition Corp.                    Common           1          3000      Safety-Kleen Systems, Inc.

SK Real Estate Inc.                           Common           1           100      Safety-Kleen Systems, Inc.

Safety-Kleen International, Inc.              Common           1           100      Safety-Kleen Systems, Inc.

Safety-Kleen Oil Recovery Co.                 Common           2          1000      Safety-Kleen Systems, Inc.

Safety-Kleen Oil Services, Inc.               Common           2           100      Safety-Kleen Systems, Inc.

The Solvents Recovery Service of New          Common           11          200      Safety-Kleen Systems, Inc.
Jersey, Inc.

See also Attachment A to Schedule 1 of
the Guarantee & Collateral Agreement

          FOREIGN SUBSIDIARIES            CLASS OF STOCK   STOCK         NO. OF     SHAREHOLDER
                                                           CERT. NO.     SHARES
                                                                         ISSUED

Safety-Kleen (Puerto Rico), Inc. (fka         Common           4            1       Safety-Kleen Services, Inc.
Laidlaw Environmental Services (Puerto
Rico), Inc.)

Laidlaw Environmental Services de            Series A                      51       Safety-Kleen Services, Inc.
Mexico, S.A. de C.V. (8)
                                             Series B                      449
---------------
(7) LES Acquisition,  Inc. was merged into Safety-Kleen Corp. (nka Safety-Kleen Systems,  Inc.) on May 20, 1998. LES
Acquisition, Inc. formerly had 1 common share issued to LES, Inc. on certificate number 001.

(8) Safety-Kleen Services, Inc. pledged 260 shares of Laidlaw Environmental Services de Mexico, S.A. de C.V. because
it believed that it held 400 series B shares and that Ametch Inc. and unrelated shareholder held 49 shares of series
B and that Odeberto Ramos held 51 series A shares.  Based on this  information  Mexican counsel was asked to prepare
two share certificates dividing the 400 series B shares into 65% and 35% interests.  It appears that Mexican counsel
issued two certificates to Safety-Kleen Services,  Inc. (fka LES, Inc.) certificate 5 in the amount of 260 shares of
Series A and certificate 6 in the amount of 191 shares of series A.


                                                                                                         Page 6 of 7
<PAGE>

                                                                                         Schedule 1 to the Guarantee
                                                                                            And Collateral Agreement

Safety-Kleen Canada, Inc.                     Class A         CA-4        1000      Safety-Kleen Systems, Inc. (9)

                                              Class B         CB-4        6500      Safety-Kleen Systems, Inc.

                                              Class C         CC-4       36,531     Safety-Kleen Systems, Inc.

                                              Class Z         CZ-3       417,528    Safety-Kleen Systems, Inc.
Safety-Kleen Ltd (successor to Laidlaw        Class A                               Safety-Kleen Services, Inc.
Environmental Services (Canada) Ltd.)
                                              Class B

----------------------------
(9) 1000 Shares of Class A stock are issued to Safety-Kleen  Systems,  Inc. and 650 of these are pledged securities.
10,000 shares of Class B stock are issued to Safety-Kleen  Systems,  Inc. and 6500 of these are pledged  securities.
56,203 shares of Class C stock are issued to Safety-Kleen  Systems, Inc. and 36,531 of these are pledged securities.
1,353,550  shares of Class Z stock are issued.  Safety-Kleen  Systems,  Inc.  holds 642,351 of these shares of which
417,528 are pledged.  3095-7146  Quebec Inc.  holds 711,199 Class Z shares  (however,  they are  physically  held by
Safety-Kleen Canada Inc. and Safety-Kleen Systems, Inc. as collateral for payment of outstanding loans).


                                                                                                         Page 7 of 7

</TABLE>

<PAGE>
<TABLE>
                                                                                        Schedule 2
                                                                Guarantee and Collateral Agreement

                                CORPORATE ORGANIZATIONAL STRUCTURE
                                 SAFETY-KLEEN CORP. - - NYSE: (SK)
<CAPTION>

THE FOLLOWING LIST SETS FORTH THE SUBSIDIARIES OF SAFETY-KLEEN  CORP. AS OF JULY 20, 2000.  PARENT
SUBSIDIARY RELATIONS ARE INDICATED BY INDENTATIONS. UNLESS OTHERWISE INDICATED, 100% OF THE VOTING
SECURITIES OF EACH SUBSIDIARY IS OWNED BY THE INDICATED PARENT OF SUCH SUBSIDIARY.

THE CHIEF EXECUTIVE OFFICE OF EACH  COMPANY EXCEPT ELGINT CORP. IS 1301 GERVAIS STREET, SUITE 300,
COLUMBIA, SOUTH  CAROLINA  29201.   THE CHIEF EXECUTIVE  OFFICE FOR ELGINT CORP. IS 101 CONVENTION
CENTER DRIVE, SUITE 850, LAS VEGAS, NEVADA 89109.
<S>                                                                        <C>
------------------------------------------------------------------------------------ --------------
                                NAME OF CORPORATION                        STATE OF INCORPORATION
---------------------------------------------------------------------------------------------------
SAFETY-KLEEN CORP.                                                              Delaware
---------------------------------------------------------------------------------------------------
    SAFETY-KLEEN SERVICES, INC.                                                 Delaware
------- -------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CONSULTING), INC. (7.8635%)                               Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (LONE AND GRASSY MOUNTAIN), INC.                           Oklahoma
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (TULSA), INC.                                          Oklahoma
---------------------------------------------------------------------------------------------------
                SAFETY-KLEEN (SAN ANTONIO), INC.                                Texas
---------------------------------------------------------------------------------------------------
                SAFETY-KLEEN (WICHITA), INC.                                    Kansas
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (DELAWARE), INC.                                       Delaware
---------------------------------------------------------------------------------------------------
                SK SERVICES (EAST), L.C.                                        Utah
---------------------------------------------------------------------------------------------------
                SK SERVICES, L.C.                                               Utah
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (ROSEMOUNT), INC.                                          Minnesota
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (SAWYER), INC.                                             Oklahoma
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PPM), INC.                                                Georgia
---------------------------------------------------------------------------------------------------
            NINTH STREET PROPERTIES, INC.                                       Missouri
---------------------------------------------------------------------------------- ----------------
        SAFETY-KLEEN (SAN JOSE), INC.                                           California
---------------------------------------------------------------------------------------------------
        CHEMCLEAR, INC. OF LOS ANGELES                                          Delaware
---------------------------------------------------------------------------------------------------
        USPCI, INC. OF GEORGIA                                                  Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN HOLDINGS, INC.                                             Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (WESTMORLAND), INC. (50%)                                  California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BUTTONWILLOW), INC. (23%)                                 California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (NE), INC.                                                 New Hampshire
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CROWLEY), INC.                                            Louisiana
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (LAPORTE), INC.                                            Texas
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (TG), INC.                                                 Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (ROEBUCK), INC.                                            South Carolina
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (TS), INC.                                                 Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (COLFAX), INC.                                             Delaware
---------------------------------------------------------------------------------------------------
        GSX CHEMICAL SERVICES OF OHIO, INC.                                     Ohio
---------------------------------------------------------------------------------------------------
        LEMC, INC.                                                              Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN CHEMICAL SERVICES, INC.                                    Massachusetts
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (ALTAIR), INC.                                             Texas
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (FS), INC. (13%)                                       Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BDT), INC.                                                New York
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (FS), INC. (87%)                                           Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (GS), INC.                                                 Tennessee
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CLIVE), INC.                                              Oklahoma
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (WT), INC.                                                 Ohio
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN OSCO HOLDINGS, INC.                                        Delaware
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (NASHVILLE), INC.                                      Tennessee
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BARTOW), INC.                                             Florida
---------------------------------------------------------------------------------------------------

                                                                                             Page 1
<PAGE>
                                                                                         Schedule 2
                                                                 Guarantee and Collateral Agreement

        SAFETY-KLEEN (CALIFORNIA), INC.                                         California
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (BUTTONWILLOW), INC. (77%)                             California
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (WESTMORLAND), INC. (50%)                              California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CHATTANOOGA), INC.                                        Tennessee
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PECATONICA), INC.                                         Illinois
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PINEWOOD), INC.                                           South Carolina
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (WHITE CASTLE), INC.                                       Colorado
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PUERTO RICO), INC.                                        Puerto Rico
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BRIDGEPORT), INC.                                         Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (DEER PARK), INC.                                          Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (BATON ROUGE), INC.                                        Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (PLAQUEMINE), INC.                                         Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (CUSTOM TRANSPORT), INC.                                   Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (LOS ANGELES), INC.                                        California
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (TIPTON), INC.                                             Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (GLOUCESTER), INC.                                         Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (DEER TRAIL), INC.                                         Colorado
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (MT. PLEASANT), INC.                                       Tennessee
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (MINNEAPOLIS), INC.                                        Minnesota
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (ARAGONITE), INC.                                      Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (SUSSEX), INC.                                             Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN (ENCOTEC), INC.                                            Delaware
---------------------------------------------------------------------------------------------------
        SAFETY-KLEEN SYSTEMS, INC.                                              Wisconsin
---------------------------------------------------------------------------------------------------
            ECOGARD, INC.                                                       Delaware
---------------------------------------------------------------------------------------------------
            SK EUROPE, INC.                                                     Nevada
---------------------------------------------------------------------------------------------------
            DIRT MAGNET, INC.                                                   Colorado
---------------------------------------------------------------------------------------------------
                THE MIDWAY GAS AND OIL CO.                                      Colorado
---------------------------------------------------------------------------------------------------
            ELGINT CORP.                                                        Nevada
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN ENVIROSYSTEMS COMPANY                                  California
---------------------------------------------------------------------------------------------------
                SAFETY-KLEEN ENVIROSYSTEMS COMPANY OF PUERTO RICO, INC.         Indiana
---------------------------------------------------------------------------------------------------
            PETROCON, INC.                                                      Delaware
---------------------------------------------------------------------------------------------------
            PHILLIPS ACQUISITION CORP.                                          Delaware
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN (CONSULTING), INC. (78.6349%)                          Delaware
---------------------------------------------------------------------------------------------------
            SK REAL ESTATE INC.                                                 Illinois
---------------------------------------------------------------------------------- ----------------
            SAFETY-KLEEN INTERNATIONAL, INC.                                    Delaware
---------------------------------------------------------------------------------- ----------------
            SAFETY-KLEEN OIL RECOVERY CO.                                       Delaware
---------------------------------------------------------------------------------------------------
            SAFETY-KLEEN OIL SERVICES, INC.                                     Delaware
---------------------------------------------------------------------------------------------------
            THE SOLVENTS RECOVERY SERVICE OF NEW JERSEY, INC.                   New Jersey
---------------------------------------------------------------------------------------------------

                                                                                             Page 2

</TABLE>

<PAGE>


                                                                      SCHEDULE 3

                      LOCATION OF INVENTORY AND EQUIPMENT


                        (Intentionally omitted)



<PAGE>



<TABLE>
<CAPTION>
                                                              Schedule 4 to the Guarantee and Collateral Agreement


                                                   U.S. TRADEMARK REGISTRATIONS

<S>           <C>                         <C>          <C>         <C>

 REG. NO.     TRADEMARK                   ISSUE DATE   EXP. DATE             GOODS/SERVICES
----------    ------------                ----------   ----------  -------------------------

  918,839     SAFETY-KLEEN                08/24/71     08/24/01    Mechanical parts cleaning units comprising a
                                                                   solvent reservoir, a parts sink and a solvent
                                                                   circulating pump, and parts of such apparatus

  939,055     SAFETY-KLEEN                07/25/72     07/25/02    Leasing of cleaning apparatus for cleaning
                                                                   mechanical parts and components and periodic
                                                                   renewal of solvent furnished with the apparatus

1,125,019     SK LOGO                     09/11/79     09/11/09    Leasing of cleaning apparatus for cleaning
                                                                   mechanical parts and components and periodic
                                                                   renewal of solvent furnished with the apparatus

1
<PAGE>
                                                              Schedule 4 to the Guarantee and Collateral Agreement

1,166,399     SAFETY-KLEEN                08/25/81     08/25/01    Hood and duct grease filters used with commercial
                                                                   cooking equipment

1,183,410     SAFETY-KLEEN                12/29/81     12/29/01    Cleaning and degreasing solvent for industrial use

1,184,136     SAFETY-KLEEN                12/29/81     12/29/01    Services performed in cleaning and repair services
                                                                   in the field of commercial cooking duct and hood
                                                                   filters

1,205,741     SAFETY-KLEEN                08/17/82     08/17/02    Cleaning and recycling services - namely,
                                                                   removing, cleaning and replacing solvent in parts
                                                                   washers used in service, maintenance, repair and
                                                                   manufacturing facilities

1,493,807     SAFETY-KLEEN                06/28/88     06/28/08    Cleaning preparations, namely, cream waxes, finish
                                                                   glazes for vehicles, liquid cleaners and waxes for
                                                                   vehicles, tire cleaners, carburetor and small
                                                                   parts


                                                            2
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agrement


                                                                   cleaners, brake cleaners, glass cleaners, gneral
                                                                   purpose cleaners, dry cleaning solvents, hand
                                                                   cleaners, abrasive cleaners, upholstery shampoos,
                                                                   and heavy duty liquid cleaning solution, compounds
                                                                   or rubbing, polishing and cleaning vehicles

1,493,903     SAFETY-KLEEN                06/28/88     06/28/08    Sand, grit and bead blasting machines; mechanical
                                                                   parts cleaning units comprising a cleaning liquid
                                                                   reservoir, parts receptacle, and parts of such
                                                                   apparatus

1,496,177     SAFETY-KLEEN                07/12/88     07/12/08    Cleaning and recycling services, namely, removing
                                                                   waste solvent and solvent filters; cleaning and
                                                                   recycling industrial solvents, hazardous liquids
                                                                   and solvents used in the dry cleaning industry;
                                                                   removing, cleaning and


                                                           3
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agrement


                                                                   recycling buffing pads; removing and disposing of
                                                                   waste paint and paint thinners; leasing of sand,
                                                                   grit and bead blasting apparatus; leasing of spray
                                                                   gun equipment

1,496,478     SAFETY-KLEEN                07/19/88     07/19/08    Penetrating and lubricating compositions

1,502,737     SAFETY-KLEEN                09/06/88     09/06/08    Fillers for use in connection with repairing
                                                                   automobile and truck bodies


                                                           4
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agrement


1,502,824     SK LOGO SAFETY-KLEEN        09/06/88     09/06/08    Sand, grit and bead blasting machines; mechanical
                                                                   parts cleaning units comprising a solvent
                                                                   reservoir, a parts sink and a solvent circulating
                                                                   pump, and parts of such apparatus; and mechanical
                                                                   parts cleaning apparatus comprising a cleaning
                                                                   liquid reservoir, parts receptacle and parts of
                                                                   such apparatus


                                                           5
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agrement


1,503,281     SK LOGO SAFETY-KLEEN        09/06/88     09/06/08    Cleaning and recycling services, namely, removing,
                                                                   cleaning and replacing solvent in parts washers
                                                                   used in service, maintenance, repair and
                                                                   manufacturing facilities; removing waste solvent
                                                                   and solvent filters; cleaning and recycling
                                                                   industrial solvents used in the dry cleaning
                                                                   industry; removing, cleaning and recycling
                                                                   industrial solvents and hazardous liquids;
                                                                   removing cleaning and recycling buffing pads;
                                                                   removing and disposing of waste paint and paint
                                                                   thinners; leasing of sand, grit and bead blasting
                                                                   apparatus; and leasing of spray gun equipment

1,507,691     SK LOGO SAFETY-KLEEN        10/11/88     10/11/08    Cleaning preparations, namely, cleaning and
                                                                   degreasing solvents, cream waxes for vehicles,
                                                                   finish glazes for

                                                           6
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agrement


                                                                   vehicles, liquid cleaners and waxes for vehicles,
                                                                   carburetor and small parts cleaners, brake cleaners,
                                                                    dry cleaning solvents, abrasive cleaners, heavy
                                                                   duty liquid cleaning solutions; and compounds for
                                                                   rubbing, polishing and cleaning vehicles

1,685,676     WE CARE...WE USE SAFETY-    05/05/92     05/05/02    Promoting public awareness of the need for
              KLEEN'S ENVIRONMENTALLY                              responsible recycling of petroleum products and
              FRIENDLY FLUID RECOVERY                                              consultation related thereto.
              SERVICE

1,691,114     FINISH LINE                 06/09/92     06/09/02    Automobile fluids, namely, motor oil, engine oil
                                                                   and lubricants

                                                           7
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement

1,718,814     FIRST RECOVERY              09/22/92     09/22/02    Temporary collection and transportation services
                                                                   of used motor oil and waste and recyclable
                                                                   automobile chemicals; technical advisory services
                                                                   in the field of temporary collection and
                                                                   transportation of used motor vehicle fluids and
                                                                   recyclable automotive chemicals

1,787,196     WE CARE & DESIGN            08/10/93     08/10/03    Promoting public awareness of the need for
                                                                   responsible recycling of petroleum products and
                                                                   consultation related thereto.

1,787,197     WE CARE                     08/10/93     08/10/03    Promoting public awareness of the need for
                                                                   responsible recycling of petroleum products and
                                                                   consultation related thereto.

                                                           8
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


1,837,598     FIRST RECOVERY & DESIGN     05/31/94     05/31/04    Gasoline antifreeze; motor oil; industrial sink
                                                                   for washing parts; air, gas, and oil filters for
                                                                   land vehicles; temporary collection of used motor
                                                                   oils and waste and recyclable automobile
                                                                   chemicals; technical advisory services rendered in
                                                                   the field of temporary collection and
                                                                   transportation of used motor vehicle fluids and
                                                                   recyclable automobile chemicals

1,861,305     SK SAFETY-KLEEN THE WE      11/01/94     11/01/04    Promoting public awareness of the need for
              CARE COMPANY                                         responsible recycling of petroleum products and
                                                                   consultation related thereto

                                                           9
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


1,862,111     WE CARE SAFETY-KLEEN        11/08/94     11/08/04    Promoting public awareness of the need for
              THE WE CARE COMPANY &                                responsible recycling of petroleum products and
              DESIGN                                               consultation related thereto

1,866,006     FIRST RECOVERY & DESIGN     12/06/94     12/06/04    Recycling, namely, the recycling of automotive
                                                                   waste, hazardous waste, asphalt waste, automotive
                                                                   chemicals and automotive parts

                                                           10
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


1,867,412     AMERICA'S PRIDE             12/13/94     12/13/04    Automotive vehicle lubricants; namely, motor oil,
                                                                   refined motor oil, synthetic motor oil, automotive
                                                                   oils, synthetic automotive oils, heavy duty motor
                                                                   oil, non-detergent oil, synthetic diesel motor
                                                                   oil, synthetic racing oils, two cycle motor oil,
                                                                   multi-purpose gear oil, synthetic gear oil,
                                                                   snowmobile oil, red chain oil, transmission fluid,
                                                                   multi-purpose grease and water pump lubricant

1,867,929     THE ENVIRONMENTAL WAY       12/20/94     12/20/04    Motor oil, refined motor oil, automotive oils and
                                                                   non-detergent motor oil

                                                           11
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


1,882,503     MISCELLANEOUS DESIGN        03/07/95     03/07/05    Collection used motor oils, waste and automotive
                                                                   chemicals for recycling; transportation of used
                                                                   motor oils, waste and automotive chemicals for
                                                                   recycling

1,891,392     ENVIROSYSTEMS               04/25/95     04/25/05    Recyclable waste fluids treatment services, liquid
                                                                   waste recycling services

1,897,259     CHECKERED FLAG              06/06/95     06/06/05    Motor oil and refined motor oil

1,905,251     AMERICA'S CHOICE & DESIGN   07/18/95     07/18/05    Automotive fluids prepared in whole or in part
                                                                   from recycled or re-refined oils; namely, motor
                                                                   oil, refined motor oil, non-detergent motor oil

1,905,252     AMERICA'S CHOICE            07/18/95     07/18/05    Automotive fluids prepared in whole or in part
                                                                   from recycled or re-refined oils; namely, motor
                                                                   oil, refined motor oil, non-detergent motor oil

                                                           12
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


1,974,438     NATIONAL                    05/21/96     05/21/06    Motor oil

2,039,494     FIRST RECOVERY & DESIGN     02/18/97     02/18/07    Collection of used motor oils, waste and
                                                                   automotive chemicals for recycling; transportation
                                                                   of used motor oils, waste and automotive chemicals
                                                                   via truck for recycling

2,096,368     AQUAWORKS                   09/16/97     09/16/07    Aqueous cleaning solution for industrial cleaning
                                                                   and degreasing

2,139,068     MISCELLANEOUS DESIGN        02/24/98     02/24/98    Collection of used motor oils, waste and
                                                                   automotive chemicals for recycling; transportation
                                                                   of used motor oils, waste and automotive chemicals
                                                                   via truck for recycling

                                                           13
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


2,140,925     FIRSTRECOVERY               03/03/98     03/03/08    Collection of used motor oils, waste and
                                                                   automotive chemicals for recycling; transportation
                                                                   of used motor oils, waste and automotive chemicals
                                                                   via truck for recycling

2,147,579     SUPERCAN                    03/31/98     03/31/08    Silver recovery cartridges for use in silver
                                                                   recovery machines

2,207,231     CONTINUED USE               12/01/98     12/01/08    Recycling hazardous waste materials and handling
                                                                   hazardous waste materials

                                                           14
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


2,233,352     TEAM TOTAL ENVIRONMENTAL    03/23/99     03/23/09    Preparing business reports for others in the field
              ACTIVITY MANAGEMENT                                  of environmental compliance; environmental servoces,
                                                                   namely hazardous and non-hazardous waste disposal and
                                                                   cleaning service for others; transportation of waste
                                                                   materials by truck, train or air and warehouse storage
                                                                   for others; treatment of waste and recycling for others;
                                                                   educational services,  namely providing  classes in the
                                                                   field of hazardous and non-hazardous waste disposal;
                                                                   environmental  services;  namely  waste  management,
                                                                   hazardous waste management and sorting of waste and
                                                                   recyclable material; reviewing company practices and
                                                                   policies to assure compliance with environmental
                                                                   laws and regulations

                                                           15
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


2,250,097     SILVER KLEEN                06/01/99     06/01/99    Machines for filtering and recovering silver

2,265,573     THE POWER OF WATER          07/27/99     07/27/09    Aqueous cleaning solutions for industrial cleaning
                                                                   and degreasing

2,286,346     PROMAX                      10/12/99     10/12/09    Cleaning preparations, namely, cleaners and degreasers
                                                                   for removing oils, greases and dirt from automotive and
                                                                   industrial parts

2,343,725     CABPAK                      04/18/2000   04/18/2010  Waste management services, namely, management of
                                                                   small waste containers from generation to disposal


                                                           16
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


                                TERM FOR TRADEMARKS REGISTERED PRIOR TO 11/16/89 - 20 YEARS
                              TERM FOR MARKS REGISTERED OR RENEWED AFTER 11/16/89 - 10 YEARS

                                                           17

<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement

                                            PENDING TRADEMARK APPLICATIONS

SERIAL NO.    FILING DATE                 TRADEMARK                DESCRIPTION OF GOODS

75/632,313    02/02/99                    RECOVERY IN MOTION       Collection of used motor oils, waste and automotive chemicals for
                                                                   recycling; transportation of used motor oils, waste and
                                                                   automotive chemicals via truck for recycling

75/729,454    06/15/99                    WE CARE                  Promoting public awareness of the need for responsible recycling
                                                                   and consultation related thereto

75/729,455    06/15/99                    WE CARE & DESIGN         Promoting public awareness of the need for responsible recycling
                                                                   and consultation related thereto

                                                           18
<PAGE>
                                                                   Schedule 4 to the Guarantee and Collateral Agreement


75/908,823    02/03/2000                  JUST ASK                 Preparing business reports for others in the field of
                                                                   environmental compliance; environmental services, namely
                                                                   hazardous and non-hazardous waste disposal and cleaning service
                                                                   for others; cleaning and recycling services, namely removing,
                                                                   cleaning and replacing solvents in parts washers used in service,
                                                                   maintenance, repair and manufacturing facilities; removing waste
                                                                   solvent and solvent filters; cleaning and recycling industrial
                                                                   solvents used in the drycleaning industry; removing, cleaning and
                                                                   recycling industrial solvents and hazardous liquids; removing
                                                                   cleaning and recycling buffing pads; removing and disposing ofd
                                                                   waste paint and paint thinners; transportation of waste materials
                                                                   by truck, train or air and warehouse storage for others;
                                                                   treatment of waste and recycling for others; educational
                                                                   services, namely, providing classes in the field of hazardous
                                                                   and non-hazardous waste disposal; environmental services, namely,
                                                                   waste management and sorting of waste and recyclable material
                                                                   and reviewing

                                                                 19
<PAGE>
                                                                                Schedule 4 to the Guarantee and Collateral Agreement


                                                                   company practices and policies to assure compliance with
                                                                   environmental laws and regulations and chemical analysis;
                                                                   leasing of cleaning apparatus for cleaning mechanical parts
                                                                   and components and periodic renewalof solvent furnished
                                                                   with the apparatus.

78/908,749    02/03/2000                  SAFETY-KLEEN             Preparing business reports for others in the field of
                                                                   environmental compliance; environmental services, namely,
                                                                   hazardous and non-hazardous waste disposal and cleaning service
                                                                   for others; transportation of waste materials by truck, train or
                                                                   air and warehouse storage for others; treatment of waste and
                                                                   recycling for others; educational services, namely, providing
                                                                   classes in the field of hazardous and non-hazardous waste
                                                                   disposal; environmental services, namely, waste management and
                                                                   sorting of waste and recyclable material and reviewing company
                                                                   practices and policies to assure compliance with environmental
                                                                   laws and regulations and chemical analysis.


                                                                 20
<PAGE>
                                                                                Schedule 4 to the Guarantee and Collateral Agreement


75/908,824    02/03/2000                  SK LOGO                  Preparing business reports for others in the field of
                                                                   environmental compliance; environmental services, namely,
                                                                   hazardous and non-hazardous waste disposal and cleaning service
                                                                   for others; transportation of waste materials by truck, train or
                                                                   air and warehouse storage for others; treatment of waste and
                                                                   recycling for others; educational services, namely, providing
                                                                   classes in the field of hazardous and non-hazardous waste
                                                                   disposal; environmental services, namely, waste management and
                                                                   sorting of waste and recyclable material and reviewing company
                                                                   practices and policies to assure compliance with environmental
                                                                   laws and regulations and chemical analysis.


                                                                 21
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                      AUSTRALIA - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
B290,214      SAFETY-KLEEN               09/02/75         09/02/06        Metalwashing machinery and parts thereof
-----------------------------------------------------------------------------------------------------------------------------------
A373,451      SAFETY-KLEEN               03/26/82         03/26/03        Leasing of cleaning apparatus including leasing of
                                                                          cleaning apparatus for cleaning mechanical parts and
                                                                          components, and such services in this class as are
                                                                          incidental or ancillary to said leasing, including
                                                                          leasing and supply of cleaning materials furnished
                                                                          or to be furnished with the apparatus
-----------------------------------------------------------------------------------------------------------------------------------
A373,452      SK LOGO                    03/26/82         03/26/03        Metalwashing machinery and parts thereof
-----------------------------------------------------------------------------------------------------------------------------------
A373,453      SK LOGO                    03/26/82         03/26/03        Parts cleaner and solvent exchange services


                                                                 22
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

-----------------------------------------------------------------------------------------------------------------------------------
A544,732      SAFETY-KLEEN               10/26/90         10/26/07        Cleaning and degreasing solvents; finish glazes for
                                                                          vehicles; liquid cleaners and waxes for vehicles;
                                                                          carburetor and small parts cleaners, brake cleaners,
                                                                          glass cleaners, general purpose cleaners; hand
                                                                          cleaners; abrasive cleaners, heavy duty liquid cleaning
                                                                          solutions; compounds for rubbing, polishing and
                                                                          cleaning vehicles
-----------------------------------------------------------------------------------------------------------------------------------
A544,733      SAFETY-KLEEN               10/26/90         10/26/07        Metal washing machinery and parts thereof
-----------------------------------------------------------------------------------------------------------------------------------
A544,734      SAFETY-KLEEN               10/26/90         10/26/07        Parts cleaner and solvent exchange services
-----------------------------------------------------------------------------------------------------------------------------------
A544,735      SK LOGO                    10/26/90         10/26/07        Cleaning and degreasing solvents; finish glazes for
                                                                          vehicles; liquid cleaners and waxes for vehicles;
                                                                          carburetor and small parts cleaners, brake cleaners,
                                                                          glass cleaners; general purpose cleaners; hand
                                                                          cleaners; abrasive cleaners; heavy duty liquid cleaning
                                                                          solutions; compounds for rubbing, polishing and
                                                                          cleaning of vehicles

                                                                 23
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

-----------------------------------------------------------------------------------------------------------------------------------
A544,736      SK LOGO                    10/26/90         10/26/07        Parts cleaner and solvent exchange services
===================================================================================================================================


                                                   RENEWABLE EVERY TEN (10) YEARS


                                                                 24
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                   BENELUX COUNTRIES - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
334,880       SAFETY-KLEEN               09/18/75         09/18/05        Machines adapted to wash automotive, aircraft and
                                                                          industrial parts


                                                                 25
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

-----------------------------------------------------------------------------------------------------------------------------------
490,763       SK LOGO                    11/21/90         11/21/00        Cleaning and degreasing solvents for industrial use;
                                                                          sinks; cleaning apparatus for cleaning in service,
                                                                          maintenance, repair and manufacturing facilities; parts
                                                                          and components for cleaning units, including a solvent
                                                                          reservoir and a solvent circulating pump, their parts
                                                                          and accessories not included in other classes; leasing
                                                                          of cleaning apparatus for cleaning mechanical parts and
                                                                          components; maintenance and repair of these apparatus,
                                                                          including cleaning and replacing solvent and parts
                                                                          washers, cleaning services; recycling services

                                                                 26
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

-----------------------------------------------------------------------------------------------------------------------------------
490,764       SAFETY-KLEEN               11/21/90         11/21/00        Cleaning and degreasing solvents for industrial use;
                                                                          cleaning apparatus for cleaning in service,
                                                                          maintenance, repair and manufacturing facilities;
                                                                          leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components; maintenance and repair of these
                                                                          apparatus, including cleaning and replacing solvent and
                                                                          parts washers; cleaning services; recycling services
-----------------------------------------------------------------------------------------------------------------------------------
634,449       THE POWER OF WATER         02/12/98         02/12/2008      Aqueous cleaning solutions
===================================================================================================================================



                                                   RENEWABLE EVERY TEN (10) YEARS
                                          INCLUDES BELGIUM, LUXEMBOURG AND THE NETHERLANDS

                                                                 27
<PAGE>



                                                       CANADA - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  REG. DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
271,222       SAFETY-KLEEN               07/23/82         07/23/12        Cleaning and degreasing solvents for parts washing
                                                                          machines used in service, maintenance, repair and
                                                                          manufacturing facilities, and cleaning emulsions and
                                                                          solvents used in immersion type cleaners for cleaning
                                                                          carburetors and other automotive, marine and
                                                                          agricultural vehicle parts; cleaning and recycling
                                                                          services, namely, periodically collecting, cleaning and
                                                                          replacing solvent for the parts washers used in
                                                                          service, maintenance, repair and manufacturing
                                                                          facilities

                                                                 28
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

-----------------------------------------------------------------------------------------------------------------------------------
271,223       SAFETY-KLEEN               07/23/82         07/23/12        Apparatus for cleaning of mechanical parts, including
                                                                          components of automobiles, aircraft, industrial and
                                                                          agricultural machines and parts thereof used in
                                                                          manufacturing, service and repair facilities, and
                                                                          brushes, filters, and replacement parts for such
                                                                          apparatus; leasing of cleaning apparatus for cleaning
                                                                          mechanical parts, providing solvent for such apparatus,
                                                                          changing of such solvent and maintenance of such
                                                                          mechanical parts washing machines
-----------------------------------------------------------------------------------------------------------------------------------
348,226       AUTO-SPORT                 11/25/88         11/25/03        Motor oil
-----------------------------------------------------------------------------------------------------------------------------------
362,111       ALL SEASONS                11/03/89         11/03/04        Motor oil, engine oil and multi-grade engine oil.
-----------------------------------------------------------------------------------------------------------------------------------
362,524       AUTO PRIX                  11/03/89         11/03/04        Motor oil, windshield washer, anti-freeze, radiator
                                                                          anti-freeze.
-----------------------------------------------------------------------------------------------------------------------------------
368,887       NATIONALE                  05/25/90         05/25/05        Motor oil
-----------------------------------------------------------------------------------------------------------------------------------
386,039       FINISH LINE                06/28/91         06/28/08        Automobile fluids, namely motor oil, engine oil and
                                                                          lubricants

-----------------------------------------------------------------------------------------------------------------------------------
387,771       PREMIUM 1 & DESIGN         08/16/91         08/16/08        Motor oil and automotive oils

                                                                 29
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

-----------------------------------------------------------------------------------------------------------------------------------
399,264       AUTO PRIX                  06/19/92         06/19/07        Motor oil, transmission fluid, power steering fluid,
                                                                          car washing formulations, antifreeze, antifreeze
                                                                          windshield washer liquid.
-----------------------------------------------------------------------------------------------------------------------------------
400,996       CANADA'S CHOICE            08/07/92         08/07/07        Automotive fluids, motor oil, refined motor oil
-----------------------------------------------------------------------------------------------------------------------------------
402,779       CANADA'S CHOICE & DESIGN   09/18/92         09/18/07        Motor oil and refined motor oil
-----------------------------------------------------------------------------------------------------------------------------------
404,047       PREMIUM 1                  10/23/92         10/23/07        Motor oil and automotive oils
-----------------------------------------------------------------------------------------------------------------------------------
405,434       FORMULA A                  11/27/92         11/27/07        Motor oil
-----------------------------------------------------------------------------------------------------------------------------------
419,387       SAFETY-KLEEN               11/12/93         11/12/08        Automotive fluids, motor oil, refined motor oil,
                                                                          automotive oils, heavy duty motor oil, non-detergent
                                                                          motor oil, tractor motor oil, high performance motor
                                                                          oil, two cycle motor oil, multipurpose gear oil, red
                                                                          chain oil, transmission fluid, multi-purpose grease,
                                                                          hydraulic oil, power steering fluid, undercoating oil
                                                                          for prevention of rust corrosion, automatic
                                                                          transmission fluids, industrial oils and universal
                                                                          tractor fluids; and re-refined motor oil.

                                                                 30
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

-----------------------------------------------------------------------------------------------------------------------------------
425,449       CHECKERED FLAG             03/25/94         03/25/09        Motor oil, refined motor oil
-----------------------------------------------------------------------------------------------------------------------------------
429,254       NATIONAL                   06/24/94         06/24/09        Motor oil and diesel oil
-----------------------------------------------------------------------------------------------------------------------------------
435,190       WE CARE & DESIGN           11/04/94         11/04/09        The promotion of public awareness of the need for
                                                                          responsible recycling of petroleum products and
                                                                          consultation related thereto
-----------------------------------------------------------------------------------------------------------------------------------
439,636       FASTRAC                    02/24/95         02/24/10        Motor oil
-----------------------------------------------------------------------------------------------------------------------------------
470,356       NOUS Y CROYONS & DESIGN    02/04/97         02/04/12        The promotion of public awareness of the need for
                                                                          responsible recycling of petroleum products and
                                                                          consultation related thereto
-----------------------------------------------------------------------------------------------------------------------------------
477,708       WE CARE                    06/12/97         06/12/12        The promotion of public awareness of the need for
                                                                          responsible recycling of petroleum products and
                                                                          consultation related thereto
-----------------------------------------------------------------------------------------------------------------------------------
478,834       THE ENVIRONMENTAL WAY      07/22/97         07/22/12        Motor oil, refined motor oil
-----------------------------------------------------------------------------------------------------------------------------------
501,990       NATIONAL XTR               10/07/98         10/07/13        Automotive fluids, motor oil, refined motor oil,
                                                                          re-refined motor oil, automotive oils, heavy duty motor
                                                                          oil, diesel truck motor oil, high performance motor
                                                                          oil, transmission fluid, hydraulic oil, automatic
                                                                          transmission fluids.
<PAGE>
                                                                                Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
516,956       SK LOGO SAFETY-KLEEN       09/24/99         09/24/14        Cleaning and recycling service, namely, the leasing of
                                                                          mechanical parts washers, used in service, maintenance,
                                                                          repair and manufacturing facilities, providing solvent
                                                                          for such apparatus, periodically collecting, cleaning
                                                                          and replacing such solvent and the maintenance of such
                                                                          mechanical parts washers; mechanical parts washers,
                                                                          including washers for cleaning components of
                                                                          automobiles, aircraft, industrial and agricultural
                                                                          machines and parts thereof used in manufacturing,
                                                                          service and repair facilities, and brushes, filters and
                                                                          replacement parts for such parts washers; cleaning and
                                                                          degreasing solvents for parts washing machines used in
                                                                          service, maintenance and repair and manufacturing, and
                                                                          cleaning emulsions and solvents used in immersion type
                                                                          cleaners for cleaning carburetors and other automotive,
                                                                          marine and agricultural vehicle parts; automotive
                                                                          fluids and motor oil, including automotive oils, heavy
                                                                          duty motor oil, non-detergent motor oil, motor oil for
                                                                          severe service, diesel truck motor oil, tractor motor
                                                                          oil, high performance motor oil, two cycle motor oil
                                                                          and refined motor oil; multi-purpose gear oil,
                                                                          snowmobile oil, red chain oil, transmission fluid,
                                                                          multi-purpose grease, hydraulic oil, oil

<PAGE>

-----------------------------------------------------------------------------------------------------------------------------------
              SK LOGO SAFETY-                                             (Con't) for hydraulic jacks, power steering fluid, under-
              KLEEN                                                       coating oil for prevention of rust corrosion, automatic
                                                                          transmission fluids, industrial oils and universal tractor
                                                                          fluids; anti-freeze, ethylene glycol, anti-freeze
                                                                          windshield wash liquid; refined motor oil

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

517,866       SK LOGO                    10/13/99         10/13/2014      Cleaning and recycling service, namely, the leasing of
                                                                          mechanical parts washers, used in service, maintenance,
                                                                          repair and manufacturing facilities, providing solvent
                                                                          for such apparatus, periodically collecting, cleaning
                                                                          and replacing such solvent and the maintenance of such
                                                                          mechanical parts washers; mechanical parts washers,
                                                                          including washers for cleaning components of
                                                                          automobiles, aircraft, industrial and agricultural
                                                                          machines and parts thereof used in manufacturing,
                                                                          service and repair facilities, and brushes, filters and
                                                                          replacement parts for such parts washers; cleaning and
                                                                          degreasing solvents for parts washing machines used in
                                                                          service, maintenance and repair and manufacturing, and
                                                                          cleaning emulsions and solvents used in immersion type
                                                                          cleaners for cleaning carburetors and other automotive,
                                                                          marine and agricultural vehicle parts; automotive
                                                                          fluids and motor oil, including automotive oils, heavy
                                                                          duty motor oil, non-detergent motor oil, motor oil for
                                                                          severe service, diesel truck motor oil, tractor motor
                                                                          oil, high performance motor oil, two cycle motor oil
                                                                          and refined motor oil; multi-purpose gear oil,
                                                                          snowmobile oil, red chain oil, transmission fluid,
                                                                          multi-purpose grease, hydraulic oil, oil for hydraulic
                                                                          jacks, power steering fluid, undercoating oil for
                                                                          prevention of rust corrosion, automatic transmission
                                                                          fluids, industrial oils and universal tractor fluids;
                                                                          anti-freeze, ethylene glycol, anti-freeze windshield
                                                                          wash liquid; refined motor oil

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
524,493       THE POWER OF WATER         03/08/2000       03/08/2015      Aqueous cleaning solutions for industrial cleaning and
                                                                          degreasing

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


                                                 RENEWABLE EVERY FIFTEEN (15) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

                                                       FRANCE - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
1,321,801     SAFETY-KLEEN               09/22/75         09/22/05        Machines, in particular machines for cleaning parts of
                                                                          vehicles

-----------------------------------------------------------------------------------------------------------------------------------
1,629,087     SAFETY-KLEEN               11/22/90         11/22/00        Cleaning and degreasing solvents for industrial use;
                                                                          leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus; cleaning and recycling
                                                                          services, namely, removing, cleaning, and replacing
                                                                          solvent and parts washers used in service, maintenance,
                                                                          repair and manufacturing facilities
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
1,629,088     SK LOGO                    11/22/90         11/22/00        Cleaning and degreasing solvents for industrial use;
                                                                          leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus; cleaning and recycling
                                                                          services, namely, removing, cleaning and replacing
                                                                          solvent and parts washers used in service, maintenance,
                                                                          repair and manufacturing facilities; mechanical parts
                                                                          cleaning units comprising a solvent reservoir, parts
                                                                          sink and solvent circulating pump
-----------------------------------------------------------------------------------------------------------------------------------
98/718,194    THE POWER OF WATER         02/16/98         02/16/08        Aqueous cleaning solution
===================================================================================================================================

                                                   RENEWABLE EVERY TEN (10) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

                                                       GERMANY - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
965,607       SAFETY-KLEEN               10/09/75         10/09/05        Washing apparatus, especially for machine and vehicle
                                                                          parts; parts of aforementioned washing apparatus
-----------------------------------------------------------------------------------------------------------------------------------
971,195       SK LOGO                    09/14/76         09/14/06        Washing apparatus, especially for machine and vehicle
                                                                          parts; parts of aforementioned washing apparatus
-----------------------------------------------------------------------------------------------------------------------------------
1,032,615     SK LOGO                    07/08/81         07/08/01        Renting and leasing of cleaning and washing apparatus,
                                                                          especially for machine parts and vehicle parts;
                                                                          installation, repair and maintenance of cleaning and
                                                                          washing apparatus; cleaning and recycling of used
                                                                          cleaning agents and solvents for re-use in cleaning and
                                                                          washing apparatus
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

-----------------------------------------------------------------------------------------------------------------------------------
2,027,900     SK LOGO                    11/12/90         11/30/00        Chemical products for industrial purposes, particularly
                                                                          solvents for cleaning and/or degreasing purposes;
                                                                          removing, cleaning and recycling of cleaning agents and
                                                                          solvents used in cleaners and washers for mechanical
                                                                          parts; renting and leasing of cleaners for mechanical
                                                                          parts as well as periodic renewal of cleaning agents
                                                                          and solvents used in cleaners
-----------------------------------------------------------------------------------------------------------------------------------
2,029,187     SAFETY-KLEEN               11/12/90         11/30/00        Chemical products for industrial purposes, particularly
                                                                          solvents  for cleaning  and/or  degreasing purposes;
                                                                          removing cleaning and recycling of cleaning agents and
                                                                          solvents  used in cleaners  and washers for  mechanical
                                                                          parts

-----------------------------------------------------------------------------------------------------------------------------------
2,092,791     WE CARE & DESIGN           12/13/93         12/31/03        Promoting public awareness, in particular making people
                                                                          aware of the need for recycling petroleum products as
                                                                          well as consultation relating to the recycling of
                                                                          petroleum products
===================================================================================================================================

<PAGE>

                                           RENEWABLE EVERY TEN (10) YEARS FROM FILING DATE


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                              HONG KONG

                                                            Registrations

===================================================================================================================================
REG. NO.      TRADEMARK                  FILING DATE      EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
B02,458       SK LOGO                    10/30/90         10/30/11        Cleaning, polishing, scouring and abrasive
                                                                          preparations, including cleaning and degreasing
                                                                          solvents for industrial use
-----------------------------------------------------------------------------------------------------------------------------------
B06,426       SK LOGO                    10/30/97         10/30/11        Cleaning, polishing, scouring and abrading machines and
                                                                          apparatus, and parts and fittings therefor; reservoirs
                                                                          and sinks for containing cleaning, polishing, scouring,
                                                                          abrasive or solvent preparations and substances;
                                                                          circulating pumps and parts and fittings for such pumps
                                                                          for use with all the aforesaid goods
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
B09,374       SK LOGO                    06/11/92         06/11/13        Cleaning services, washing services, maintenance
                                                                          services, all for vehicle parts and mechanical parts,
                                                                          and for pads used in vehicle paint refinishing ; rental
                                                                          of cleaning apparatus, refurbishment of vehicles; and
                                                                          all other services included in this class
-----------------------------------------------------------------------------------------------------------------------------------
B00,585       SK LOGO                    06/11/92         06/11/13        Services included in Class 40 for the recycling of
                                                                          solvents and for the treatment and purification of
                                                                          liquids
===================================================================================================================================

                                         FIRST TERM SEVEN (7) YEARS FROM THE DATE OF FILING
                                                 SUBSEQUENT TERM FOURTEEN (14) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                               ISRAEL

                                                        Pending Applications

====================================================================================================================================
SERIAL NO.    MARK                  FILE DATE                                           GOODS/SERVICES
====================================================================================================================================
73,921        SAFETY-KLEEN          10/13/89       Cleaning and degreasing solvent for industrial use
------------------------------------------------------------------------------------------------------------------------------------
73,922        SAFETY-KLEEN          10/13/89       Mechanical parts cleaning units comprising a solvent reservoir, a parts
                                                   sink and a solvent circulating pump, and parts of such apparatus
------------------------------------------------------------------------------------------------------------------------------------
73,923        SAFETY-KLEEN          10/13/89       Cleaning and recycling services, being removing, cleaning and replacing
                                                   solvents in parts washers used in service, maintenance, repair and
                                                   manufacturing facilities
------------------------------------------------------------------------------------------------------------------------------------
73,924        SAFETY-KLEEN          10/13/89       Leasing of cleaning apparatus for cleaning mechanical parts and components
                                                   and periodic renewal of solvent furnished with the apparatus
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
73,925        SK LOGO               10/13/89       Cleaning preparations, being cleaning and degreasing solvents, cream waxes
                                                   for vehicles, finishing glazes for vehicles, liquid cleaners and waxes for
                                                   vehicles, tire cleaners, carburetor and small parts cleaners, brake
                                                   cleaners, disinfectant cleaners,glass cleaners, vinyl top cleaners,
                                                   general purpose cleaners, dry cleaning solvents, hand cleaners, abrasive
                                                   cleaners, stainless steel cleaners, upholstery shampoos, heavy duty liquid
                                                   cleaning solutions, compounds for rubbing, polishing and cleaning vehicles
------------------------------------------------------------------------------------------------------------------------------------
73,926        SK LOGO               10/13/89       Sand, grit and bead blasting machines; mechanical parts cleaning units comprising
                                                   a solvent reservoir, a parts sink and a solvent circulating pump, and parts of
                                                   such apparatus; and mechanical parts cleaning apparatus comprising a cleaning
                                                   liquid reservoir, parts receptacle and parts of such apparatus
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
73,927        SK LOGO            10/13/89          Cleaning and recycling services, being removing, cleaning and replacing solvent
                                                   in parts washers used in service, maintenance, repair and manufacturing
                                                   facilities, removing waste solvent and solvent filters, cleaning and recycling
                                                   industrial solventd used in the dry cleaning industry; removing, cleaning and
                                                   recycling industrial solvents and hazardous liquids; removing cleaning and
                                                   recycling buffing pads; removing and disposing of waste paint and paint thinners;
                                                   leasing of sand, grit and bead blasting apparatus; leasing of spray gun equipment
------------------------------------------------------------------------------------------------------------------------------------
76,049        SK LOGO            04/19/90          Leasing of cleaning apparatus for cleaning mechanical parts and components anddic
                                                   periodic renewal of solvent furnished with the apparatus
====================================================================================================================================


                                        FIRST TERM - SEVEN (7) YEARS FROM THE DATE OF FILING
                                               SUBSEQUENT TERMS - FOURTEEN (14) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

                                                        ITALY - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
435,875       SAFETY-KLEEN               08/25/83         08/25/03        Devices for washing parts, namely, automotive,
                                                                          aircraft, or industrial machine parts washing devices
-----------------------------------------------------------------------------------------------------------------------------------
603,612       SK LOGO                    12/13/90         12/13/00        Cleaning and degreasing solvents for industrial use;
                                                                          leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus; cleaning and recycling
                                                                          services, namely, removing, cleaning and replacing
                                                                          solvent and parts washers used in service, maintenance,
                                                                          repair and manufacturing facilities; mechanical parts
                                                                          cleaning units comprising a solvent reservoir, parts
                                                                          sink and a solvent circulating pump and parts of such
                                                                          apparatus
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
603,613       SAFETY-KLEEN               12/13/90         12/13/00        Cleaning and degreasing solvents for industrial use;
                                                                          leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus; cleaning and recycling
                                                                          services, namely, removing, cleaning and replacing
                                                                          solvent and parts washers used in service, maintenance,
                                                                          repair and manufacturing facilities
-----------------------------------------------------------------------------------------------------------------------------------
686,218       WE CARE & DESIGN           11/19/93         11/19/13        Promoting public awareness of the need for responsible
                                                                          recycling of petroleum products and consultation
                                                                          relating thereto
===================================================================================================================================


                                      RENEWABLE EVERY TWENTY (20) YEARS FROM THE DATE OF FILING
                                                         PENDING APPLICATION

====================================================================================================================================
Serial No.     Trademark                     Filing Date                  Goods/Services

====================================================================================================================================
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


TO98C000743    THE POWER OF WATER            03/06/98                     Aqueous cleaning solution
====================================================================================================================================


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

                                                               Lebanon

===================================================================================================================================
REG. NO.      TRADEMARK               FILE DATE        EXPIRY DATE       GOODS/SERVICES
                                      REG DATE
===================================================================================================================================
081418        SAFETY-KLEEN            10/22/99                           Cleaning and degreasing solvent; parts cleaning machines;
                                                                         recycling of cleaning solvents; leasing of parts cleaning
                                                                         machines
===================================================================================================================================


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                        JAPAN - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK               FILE DATE/REG. DATE EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
1,427,758     SAFETY-KLEEN & SK LOGO     07/31/2000       07/31/2010      Machinery, parts washing machines and other goods
-----------------------------------------------------------------------------------------------------------------------------------
2,016,836     SAFETY-KLEEN               01/26/88         01/26/08        Washing machines for machinery and other goods
-----------------------------------------------------------------------------------------------------------------------------------
2,061,422     SAFETY-KLEEN               07/22/88         07/22/08        Soap and other goods
-----------------------------------------------------------------------------------------------------------------------------------
2,065,474     SK LOGO                    07/22/88         07/22/08        Soap and other goods
-----------------------------------------------------------------------------------------------------------------------------------
3,362,364     SK LOGO                    11/28/97         11/28/07        Cleaning and recycling services, namely, removing,
                                                                          cleaning and replacing solvent and parts washers used
                                                                          in service, maintenance, repair and manufacturing
                                                                          facilities
-----------------------------------------------------------------------------------------------------------------------------------
3,362,363     SAFETY-KLEEN               11/28/97         11/28/07        Cleaning and recycling services, namely, removing,
                                                                          cleaning and replacing solvent and parts washers used
                                                                          in service, maintenance, repair and manufacturing
                                                                          facilities
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
4,013,326     SK LOGO                    06/20/97         06/20/07        Leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus
-----------------------------------------------------------------------------------------------------------------------------------
4,099,074     SAFETY-KLEEN               01/09/98         01/09/08        Leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus.
===================================================================================================================================

                                                   RENEWABLE EVERY TEN (10) YEARS
                                                        KOREA - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  REG. DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


183,883       SAFETY-KLEEN               11/25/89         11/25/09        Mechanical parts cleaning units comprising a solvent
                                                                          reservoir, a parts sink and a solvent circulating pump,
                                                                          and parts of such apparatus; sand, grit and bead
                                                                          blasting machine; mechanical parts cleaning units
                                                                          comprising a cleaning liquid reservoir, parts
                                                                          receptacle and parts of such apparatus; solvent filter
                                                                          for use in dry cleaning machine
-----------------------------------------------------------------------------------------------------------------------------------
187,717       SK LOGO                    01/29/90         01/29/10        Mechanical parts cleaning units comprising a solvent
                                                                          reservoir, a parts sink and a solvent circulating pump,
                                                                          and parts of such apparatus; sand, grit and bead
                                                                          blasting machines; mechanical parts cleaning units
                                                                          comprising a cleaning liquid reservoir, parts
                                                                          receptacle and parts of such apparatus; solvent filter
                                                                          for use in dry cleaning machines
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
192,627       SK LOGO                    05/30/2000       05/30/2010      Cleaning and degreasing solvent for industrial use;
                                                                          detergents for commercial and industrial use; liquid
                                                                          cleaners for vehicles, carburetor and small parts
                                                                          cleaners, brake cleaners, glass cleaners, vinyl top
                                                                          cleaners, general purpose cleaners, dry cleaning
                                                                          solvents, hand cleaners, abrasive cleaner, stainless
                                                                          steel cleaners, upholstery shampoos and heavy duty
                                                                          liquid cleaning solutions; compounds for rubbing,
                                                                          polishing and cleaning vehicles
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
192,638       SAFETY-KLEEN               05/30/2000       05/30/2010      Cleaning and degreasing solvent for industrial use;
                                                                          detergents for commercial and industrial use; liquid
                                                                          cleaners for vehicles, carburetor and small parts
                                                                          cleaners, brake cleaners, glass cleaners, vinyl top
                                                                          cleaners, general purpose cleaners, dry cleaning
                                                                          solvents, hand cleaners, abrasive cleaner, stainless
                                                                          steel cleaners, upholstery shampoos and heavy duty
                                                                          liquid cleaning solutions; compounds for rubbing
                                                                          polishing, and cleaning vehicles
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
12,849        SAFETY-KLEEN               11/22/90         11/22/00        Leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus; cleaning and recycling
                                                                          services - namely, removing cleaning and replacing
                                                                          solvent in parts washers used in service, maintenance,
                                                                          repair and manufacturing facilities; cleaning and
                                                                          recycling services - namely, removing waste solvent and
                                                                          solvent filters, cleaning and recycling industrial
                                                                          solvents, hazardous liquid and solvents used in the dry
                                                                          cleaning industry; removing cleaning and recycling
                                                                          buffing pads; removing and disposing of waste paint and
                                                                          paint thinners
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
12,850        SK LOGO                    11/22/90         11/22/00        Leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus; removing cleaning and
                                                                          replacing solvents in parts washer used in service,
                                                                          maintenance, repair and manufacturing facilities;
                                                                          removing waste solvent and solvent filters, cleaning
                                                                          and recycling industrial solvents, hazardous liquid and
                                                                          solvents used in the dry cleaning industry; removing,
                                                                          cleaning and recycling buffing pads; removing and
                                                                          disposing of waste paint and paint thinners; leasing of
                                                                          apparatus for cleaning kitchen utensils; and periodic
                                                                          renewal and replacement of soaking solutions furnished
                                                                          with kitchen utensil cleaning apparatus
-----------------------------------------------------------------------------------------------------------------------------------
437,661       SAFETY-KLEEN               02/09/98         02/09/08        Cleaning and degreasing solvent for industrial use
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
52,309        SAFETY-KLEEN               01/20/98         01/20/09        Leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with apparatus
-----------------------------------------------------------------------------------------------------------------------------------
438569        SAFETY-KLEEN               01/20/98         01/20/09        Mechanical parts cleaning units comprising a solvent
                                                                          reservoir, a parts sink and a solvent circulating pump,
                                                                          and parts of such apparatus
===================================================================================================================================


                                                   RENEWABLE EVERY TEN (10) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                       MEXICO - REGISTRATIONS

====================================================================================================================================
REG. NO.      TRADEMARK         FILE DATE        ISSUE DATE         EXPIRY DATE                         GOODS/SERVICES
====================================================================================================================================
349,791       SK LOGO           11/16/87         06/28/88           11/16/02      Renting services of cleaning devices and periodic
                                                                                  renewal of solvents provided with the device
------------------------------------------------------------------------------------------------------------------------------------
350,065       SK LOGO           11/16/87         07/01/88           11/16/02      Chemical products with the exclusion of
                                                                                  medicines, pharmaceutical preparations, cosmetics
                                                                                  and perfumery products
------------------------------------------------------------------------------------------------------------------------------------
352,509       SK LOGO           11/16/87         09/13/88           11/16/02      Cutlery, machines or apparatus, tools and parts
                                                                                  thereof

------------------------------------------------------------------------------------------------------------------------------------
353,167       SK LOGO           11/16/87         09/16/88           11/16/02      Cleaning and recycling services, namely,
                                                                                  removing, cleaning and replacing solvent in parts
                                                                                  washers used in service, maintenance, repair and
                                                                                  manufacturing facilities
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
355,324       SAFETY-KLEEN      11/16/87         11/16/88           11/16/02      Cutlery, machines or apparatus, tools and parts
                                                                                  thereof

------------------------------------------------------------------------------------------------------------------------------------
427,390       SAFETY-KLEEN      04/19/91         12/08/92           04/19/01      Chemical products used in industry, science,
                                                                                  photograph, agriculture, horticulture, forestry;
                                                                                  artificial and synthetic resins; plastics in the
                                                                                  form of powders, liquids or pastes, for
                                                                                  industrial use; manures (natural or artificial);
                                                                                  fire extinguishing compositions; tempering
                                                                                  substances and chemical preparations for
                                                                                  soldering; chemical substances for preserving
                                                                                  foodstuffs; tanning substances, adhesive
                                                                                  substances used in industry
------------------------------------------------------------------------------------------------------------------------------------
427,391       SAFETY-KLEEN      04/19/91         12/08/92           04/19/01      Cleaning apparatus rental services and solvents
                                                                                  periodical replacement provided with the apparatus
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
427,392       SAFETY-KLEEN      04/19/91         12/08/92           04/19/01      Cleaning and recycling services, to wit, removal,
                                                                                  cleaning and substitution of solvent in parts
                                                                                  washers used in service, maintenance, repair and
                                                                                  manufacturing facilities
====================================================================================================================================




                                FOR REGISTRATIONS ISSUED BEFORE JUNE 28, 1991, TERM IS FIVE (5) YEARS
                                       FROM THE DATE OF FILING, RENEWABLE EVERY TEN (10) YEARS


                                FOR REGISTRATIONS ISSUED AFTER JUNE 28, 1991, TERM IS TEN (10) YEARS
                                       FROM THE DATE OF FILING, RENEWABLE EVERY TEN (10) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                     NEW ZEALAND - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
136,844       SK LOGO                    04/22/81         04/22/02        Parts cleaning machinery
-----------------------------------------------------------------------------------------------------------------------------------
136,845       SK LOGO                    04/22/81         04/22/02        Chemical products used in industry, predominantly for
                                                                          cleaning

-----------------------------------------------------------------------------------------------------------------------------------
154,753       SAFETY-KLEEN               12/09/84         09/10/05        Chemical products used in industry predominantly for
                                                                          cleaning

-----------------------------------------------------------------------------------------------------------------------------------
154,754       SK LOGO                    12/09/84         03/22/05        Chemical products used in industry predominantly for
                                                                          cleaning

-----------------------------------------------------------------------------------------------------------------------------------
154,755       SAFETY-KLEEN               12/09/84         09/10/05        Parts cleaning machinery
-----------------------------------------------------------------------------------------------------------------------------------
154,756       SK LOGO                    12/09/84         09/10/05        Parts cleaning machinery
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
206,338       SAFETY-KLEEN               11/19/90         11/19/11        Cleaning and recycling services, namely, removing,
                                                                          cleaning and replacing solvent and parts washers used
                                                                          in service, maintenance, and repair facilities; leasing
                                                                          of cleaning apparatus for cleaning mechanical parts and
                                                                          components and periodic renewal of solvent furnished
                                                                          with the apparatus
-----------------------------------------------------------------------------------------------------------------------------------
206,340       SK LOGO                    11/19/90         11/19/11        Cleaning and recycling services, namely, removing,
                                                                          cleaning and replacing solvent and parts washers used
                                                                          in service, maintenance, and repair facilities; leasing
                                                                          of cleaning apparatus for cleaning mechanical parts and
                                                                          components and periodic renewal of solvent furnished
                                                                          with the apparatus
===================================================================================================================================


                                        FIRST TERM - SEVEN (7) YEARS FROM THE DATE OF FILING
                                                SUBSEQUENT TERM - FOURTEEN (14) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

                                                        PAKISTAN APPLICATIONS

====================================================================================================================================
SERIAL NO.    MARK                        FILE DATE                                            GOODS/SERVICES
====================================================================================================================================
104,261       SAFETY-KLEEN               10/11/89         Mechanical parts cleaning units comprising a solvent reservoir parts sink,
                                                          and a solvent circulating pump and parts of such apparatus
------------------------------------------------------------------------------------------------------------------------------------
104,263       SAFETY-KLEEN               10/11/89         Preparations for cleaning metal parts
====================================================================================================================================

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                      PORTUGAL - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  ISSUE DATE       EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
233,421       SAFETY-KLEEN               08/21/91         08/21/01        Cleaning and degreasing solvent for industrial use
-----------------------------------------------------------------------------------------------------------------------------------
233,422       SAFETY-KLEEN               08/21/91         08/21/01        Mechanical parts cleaning units comprising a solvent
                                                                          reservoir, a parts sink, and a solvent circulating
                                                                          pump, and parts of such apparatus
-----------------------------------------------------------------------------------------------------------------------------------
233,423       SAFETY-KLEEN               08/21/91         08/21/09        Leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components, and periodic renewal of solvent
                                                                          furnished with apparatus
-----------------------------------------------------------------------------------------------------------------------------------
262,404       SK LOGO                    08/20/92         08/20/02        Cleaning and degreasing solvent for industrial use
-----------------------------------------------------------------------------------------------------------------------------------
262,405       SK LOGO                    08/20/92         08/20/02        Mechanical parts cleaning units comprising a solvent
                                                                          reservoir, a parts sink and a solvent circulating pump,
                                                                          and parts of such apparatus
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
262,406       SK LOGO                    02/20/92         08/20/02        Leasing and rental apparatus for cleaning mechanical
                                                                          parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus
-----------------------------------------------------------------------------------------------------------------------------------
268,675       SK LOGO                    01/06/93         01/06/03        Cleaning and recycling services, namely, removing,
                                                                          cleaning and replacing solvent and parts washers using
                                                                          service, maintenance, repair and manufacturing
                                                                          facilities
-----------------------------------------------------------------------------------------------------------------------------------
273,094       SAFETY-KLEEN               03/26/93         03/26/03        Cleaning and recycling services, namely, removing,
                                                                          cleaning and replacing solvent and parts washers using
                                                                          service, maintenance, repair and manufacturing
                                                                          facilities
===================================================================================================================================


                                    RENEWABLE EVERY TEN (10) YEARS FROM THE DATE OF REGISTRATION


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

                                                       SINGAPORE REGISTRATION

===================================================================================================================================
REG. NO.      TRADEMARK                  ISSUE DATE       EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
6439/90       SAFETY-KLEEN               09/18/90         09/18/07        Industrial cleaning machines; oil filters for engines;
                                                                          parts and fittings for all the aforesaid goods
-----------------------------------------------------------------------------------------------------------------------------------
6441/90       SAFETY-KLEEN & SK LOGO     09/18/90         09/18/07        Industrial cleaning machines/ oil filters for engines;
                                                                          parts and fittings for all the aforesaid goods
-----------------------------------------------------------------------------------------------------------------------------------
B7480/92      SAFETY-KLEEN and SK LOGO   09/30/92         09/30/02        Cleaning services, washing services, maintenance
                                                                          services, all for vehicle parts, mechanical parts, pads
                                                                          used in vehicle paint finishing, and for filters used
                                                                          in restaurant kitchen installations; refurbishment of
                                                                          vehicles
===================================================================================================================================



                                                        PENDING APPLICATIONS
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


=================================================================================================================================
SERIAL NO.    MARK                        FILE DATE                                            GOODS/SERVICES
=================================================================================================================================
S7481/92      SAFETY-KLEEN and SK LOGO    09/30/92        Services for the rental of machines and apparatus
=================================================================================================================================


                                         RENEWABLE SEVEN (7) YEARS FROM DATE OF APPLICATION
                                           AND AT FOURTEEN (14) YEAR INTERVALS THEREAFTER


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                        SPAIN - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  ISSUE DATE       EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
1,115,714     SAFETY-KLEEN               10/05/87         10/05/07        Mechanical parts cleaning units comprising a solvent
                                                                          reservoir, a parts sink and a solvent circulating pump,
                                                                          and parts of such apparatus
-----------------------------------------------------------------------------------------------------------------------------------
1,115,715     SAFETY-KLEEN               03/17/86         03/17/06        Leasing services of cleaning apparatus for cleaning
                                                                          mechanical parts and components; and periodic renewal
                                                                          of solvent of cleaning apparatus
-----------------------------------------------------------------------------------------------------------------------------------
1,115,716     SAFETY-KLEEN               10/20/87         10/20/07        Cleaning and degreasing preparations for industrial use
-----------------------------------------------------------------------------------------------------------------------------------
1,605,913     SK LOGO                    12/13/90         12/13/00        Machines and machine tools, namely, cleaning machines
                                         (Filing date)
-----------------------------------------------------------------------------------------------------------------------------------
1,605,914     SK LOGO                    12/13/90         12/13/00        Leasing of cleaning apparatus for cleaning mechanical
                                         (Filing date)                    parts and components and periodic renewal of solvent
                                                                          furnished with the apparatus
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
1,605,915     SK LOGO                    12/13/90         12/13/00        Cleaning and recycling services - namely, removing,
                                         (Filing date)                    cleaning and replacing solvent in parts washers used in
                                                                          service, maintenance, repair and manufacturing
                                                                          facilities
-----------------------------------------------------------------------------------------------------------------------------------
1,793,171     WE CARE LOGO               12/03/93         12/13/03        Advertising and publicity services regarding the
                                         (Filing date)                    services listed in Spanish Trademarks Nos.
                                                                          1,115,714/715/716 and 1,605,916
-----------------------------------------------------------------------------------------------------------------------------------
2,059,514     SK LOGO                    11/22/96         11/22/06        Cleaning and degreasing preparations for industrial use
-----------------------------------------------------------------------------------------------------------------------------------
2,059,515     SAFETY-KLEEN               11/22/96         11/22/06        Material treatment services, especially cleaning and
                                                                          recycling service of solvent of cleaning apparatus
-----------------------------------------------------------------------------------------------------------------------------------
2,148,516     THE POWER OF WATER         03/09/98         03/09/08        Aqueous cleaning solutions
===================================================================================================================================


                              REGISTRATIONS ISSUED BEFORE MAY 12, 1989 HAVE A TERM OF TWENTY (20) YEARS
                        FROM THE ISSUE DATE, NOW RENEWABLE EVERY TEN (10) YEARS COUNTED FROM THE FILING DATE

                             APPLICATIONS FILED OR GRANTED AFTER 05/12/89 -
                                              RENEWABLE EVERY TEN (10) YEARS FROM DATE OF FILING


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


     TAIWAN- REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
48,002        SAFETY-KLEEN               10/16/90         10/15/00        Leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components
-----------------------------------------------------------------------------------------------------------------------------------
48,003        SK LOGO                    10/16/90         10/15/00        Leasing of cleaning apparatus for cleaning mechanical
                                                                          parts and components
===================================================================================================================================


                                                   RENEWABLE EVERY TEN (10) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

                                                       TURKEY - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
114,388       SK LOGO                    08/28/89         08/28/09        Cleaning and degreasing solvent for industrial use;
                                                                          mechanical parts cleaning units comprising a solvent
                                                                          reservoir, parts sink, and a solvent circulating pump
                                                                          and parts of such apparatus
-----------------------------------------------------------------------------------------------------------------------------------
114,567       SAFETY-KLEEN               08/28/89         08/28/09        Cleaning and degreasing solvent for industrial use;
                                                                          mechanical parts cleaning units comprising a solvent
                                                                          reservoir, parts sink, and a solvent circulating pump
                                                                          and parts of such apparatus
===================================================================================================================================



                                           RENEWABLE EVERY TEN (10) YEARS FROM FILING DATE
                                                 SERVICE MARKS ARE NOT REGISTER ABLE


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                   UNITED KINGDOM - REGISTRATIONS

===================================================================================================================================
REG. NO.      TRADEMARK                  FILE DATE        EXPIRY DATE                          GOODS/SERVICES
===================================================================================================================================
1,225,688     SK LOGO                    09/01/84         09/01/05        Solvents for use in the cleaning of machines; cleaning
                                                                          preparations; degreasing preparations (not for use in
                                                                          industrial or manufacturing processes)
-----------------------------------------------------------------------------------------------------------------------------------
1,225,689     SK LOGO                    09/01/84         09/01/05        Industrial cleaning machines (other than vacuum
                                                                          cleaners); oil filters for engines; parts and fittings
                                                                          included in Class 7 for all the aforesaid goods


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
1,274,974     SK LOGO                    10/01/86         10/01/07        Cleaning services, washing services and maintenance
                                                                          services all for vehicles parts, mechanical parts, pads
                                                                          used in vehicle paint refinishing and for filters used
                                                                          in restaurant kitchen installations; rental of cleaning
                                                                          apparatus, refurbishment of vehicles; all included in
                                                                          Class 37
-----------------------------------------------------------------------------------------------------------------------------------
1,288,712     SK LOGO                    10/01/86         10/01/07        Services included in Class 40 for the recycling of
                                                                          solvents and for the treatment and purification of
                                                                          liquids

-----------------------------------------------------------------------------------------------------------------------------------
1,225,686     SAFETY-KLEEN & SK LOGO     09/01/84         09/01/05        Solvents for use in cleaning of machines; cleaning
                                                                          preparations; degreasing preparations (not for use in
                                                                          industrial or  manufacturing processes)
-----------------------------------------------------------------------------------------------------------------------------------
1,225,687     SAFETY-KLEEN & SK LOGO     09/01/84         09/01/05        Industrial cleaning machines (other than vacuum
                                                                          cleaners); oil filters for engines; parts and fittings
                                                                          included in Class 7 for all of the aforesaid goods
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
1,274,975     SAFETY-KLEEN & SK LOGO     10/01/86         10/01/07        Cleaning services, washing services, maintenance
                                                                          services, all for vehicle parts, mechanical parts, pads
                                                                          used in vehicle paint refinishing, and for filters used
                                                                          in restaurant kitchen installations; rental of cleaning
                                                                          apparatus; refurbishment of vehicles
-----------------------------------------------------------------------------------------------------------------------------------
1,288,711     SAFETY-KLEEN & SK LOGO     10/01/86         10/01/07        Recycling of solvents; treatment and purification of
                                                                          liquids

-----------------------------------------------------------------------------------------------------------------------------------
1,472,921     SAFETY-KLEEN (Stylized)    08/09/91         08/09/08        Solvents for use in the cleaning of machines; cleaning
                                                                          preparations; degreasing preparations
-----------------------------------------------------------------------------------------------------------------------------------
1,472,922     SAFETY-KLEEN (Stylized)    08/09/91         08/09/08        Industrial cleaning machines; oil filters for engines;
                                                                          parts and fittings for all the aforesaid goods
-----------------------------------------------------------------------------------------------------------------------------------
1,472,923     SAFETY-KLEEN (Stylized)    08/09/91         08/09/08        Cleaning, washing, and maintenance of vehicle parts,
                                                                          mechanical parts, pads used in vehicle paint
                                                                          refinishing and of filters used in restaurant kitchen
                                                                          installations; rental of cleaning apparatus;
                                                                          refurbishment of vehicles
<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
1,472,924     SAFETY-KLEEN (Stylized)    08/09/91         08/09/08        Recycling of solvents; treatment and purification of
                                                                          liquids

===================================================================================================================================
                                        FIRST TERM - SEVEN (7) YEARS FROM THE DATE OF FILING
                                                SUBSEQUENT TERM - FOURTEEN (14) YEARS


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement

                                         U.S. Patents

====================================================================================================================================
4,462,415     07/31/84     11/15/02      Otzen            Parts Cleaner         This is the bench top parts cleaner patent.  It
                                                          Adapted for           contains numerous claims to all aspects of the
                                                          Simplified Service    apparatus, including the associated container.
------------------------------------------------------------------------------------------------------------------------------------
4,623,448     11/18/86     03/12/05      O'Connell,       Removing              Claims process and apparatus to remove halogenated
                                         Wozniak          Halogen-ated          polyphenols.  Pressurized hydrogen gas is injected
                                                          Polyphenyl            flowing oil stock, the resulting blend flows through
                                                          Materials from        into guard reactor and then through a catalyst bed
                                                          Used Oil Products     to a dehalogenate.
------------------------------------------------------------------------------------------------------------------------------------
4,823,820     04/25/89     07/28/07      Larson &         Solvent Vapor         Spray gun cleaners having a collar surrounding the
                                         Justice          Collection &          basin for vapor pickup.  Claims include the collar
                                                          Evacuation System     generally, as well as in association with specific
                                                                                forms of gun cleaners.


<PAGE>
                                                                                Schedule 4 to the Guarantee and Collateral Agreement

*    Not subject to maintenance fees.

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


------------------------------------------------------------------------------------------------------------------------------------
4,834,868     05/30/89     01/29/08      Lappin           Neutralizing          A process which injects a flow of strong base and
                                                          Oxidation Product     rerefined oil into a vacuum distilling tower,
                                                          Components in         followed Refining of Used  by condensing using a
                                                          Continuous Oil        convoluted surface.  Accomplishesneutralization of
                                                          Stocks                e.g. carboxylic acids.
------------------------------------------------------------------------------------------------------------------------------------
5,138,735     8/18/92      03/18/11      Kusz, Voss,      Buffing Pad and       This patent covers quick-release attachment systems
                                         Iliadis          Attachment System     with inherent safety features.
                                                          Therefor
-----------------------------------------------------------------------------------------------------------------------------------
5,213,119     05/25/93     05/25/10      Kusz, Justice    Recirculating Type    This application covers the spray gun cleaner system
                                                          Spray Gun Cleaner     with two solvent receptacles, two pumps and two
                                                                                nozzles arranged so that all used solvent
                                                                                accumulates in one vessel, to prevent contamination
                                                                                of the cleanest solvent which is used for final
                                                                                rinse only.
------------------------------------------------------------------------------------------------------------------------------------
5,255,492     10/26/93     07/19/11      Larson           Detachable Cover      Patent contains claims to method of using the EDDL
                                                          and Drum Liner for    and also on waste tracking using bar code, etc., on
                                                          Storage and           the liners
                                                          Trans-port
                                                          of Controlled
                                                          Substances

*    Not subject to maintenance fees.

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
5,318,056     06/07/94     06/07/11      Kusz & Justice   Solvent               Second patent directed to spray gun cleaner having
                                                          Recirculating         broader claims
                                                          Spray Gun Cleaner
------------------------------------------------------------------------------------------------------------------------------------
5,350,079     09/27/94     03/01/13      Larson,          Safety Cover and      A moveable safety cover for use with an associated
                                         Danowski, Voss   Operator Assembly     drum unit
                                                          for Open Top Drum
------------------------------------------------------------------------------------------------------------------------------------
5,353,951     10/11/94     08/11/12      Kusz, Cuveas,    Serviceable           A serviceable storage and transport container for
                                                          Storage and           use with anti-freeze solutions
                                                          Transport Container
------------------------------------------------------------------------------------------------------------------------------------
5,435,458     07/25/95     09/18/12      Bishop           Chemical Spill        Directed to a collection device used in conjunction
                                                          Containment           with railroad transported shipping containers to
                                                          Apparatus             collect chemicals that may spill during loading
                                                                                and unloading of railroad shipping containers;
                                                                                currently licensed to Merrill Bishop
------------------------------------------------------------------------------------------------------------------------------------
5,445,038     08/29/95     12/06/13      Mueller          Apparatus for         TCLP Core Sampler
                                                          Sampling
                                                          Fluid in
                                                          Containers
------------------------------------------------------------------------------------------------------------------------------------
5,478,465     12/26/95     03/30/14      Larson,          Composite Liquid      Cross-flow filter
                                         Danowski,        Filter
                                         Jacoby

*    Not subject to maintenance fees.

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
5,582,743     12/10/96     03/30/14      Larson,          Composite Liquid      Cross-flow filter  (divisional patent)
                                         Danowski,        Filter
                                         Jacoby
------------------------------------------------------------------------------------------------------------------------------------
5,598,861     02/04/97     03/07/15      Danowski,        Parts Washer with     Parallel plate separator
                                         Dvorak           Solvent Flow
                                                          Control
------------------------------------------------------------------------------------------------------------------------------------
5,698,774     12/16/97     08/30/16      Osmanski         Field Test Method     A method and several apparatus for determining the
                                                          for Determining       concentration of oil in a petroleum hydrocarbon
                                                          Oil in Solvent        solvent.  A few drops of solvent are placed on a
                                                                                two-layer sheet of paper and evaporated.  A telltale
                                                                                stain indicates the approximate concentration of oil
                                                                                in  the solvent

*    Not subject to maintenance fees.

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement



5,710,373     01/20/98     02/18/17      Osmanski         Test Chart &          An apparatus and method for determining the
                                                          Method                concentration of oil and contaminants in solvent.  A
                                                                                test chart includes viewing windows representing,
                                                                                respectively, increasing concentrations of oil and
                                                                                increasing concentrations of particulates.  the
                                                                                specimen is matched to the chart (and clarifying
                                                                                agent may be added to the solvent as a separate
                                                                                step) to determine the nature and extent of solvent
                                                                                contamination.
------------------------------------------------------------------------------------------------------------------------------------
5,720,308     02/24/98     03/07/15      Danowski,        Parts Washer with     Parallel plate separator (CIP)
                                         Dvorak           Solvent Flow
                                                          Control

*    Not subject to maintenance fees.

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
5,776,881     07/07/98     07/03/16      Kiany            Enhanced Solvent      A treated solvent cleaning composition and method.
                                                          Compositions          The solvent component is primarily aliphatic
                                                          (Continuation)        hydrocarbons (less than 25%  aromatic).  The
                                                                                additive is 0.1 to 10 parts C6-C14 alcohols, diols,
                                                                                polyols, glycol ethers and mixtures thereof.  The
                                                                                method includes  treating the solvent with the
                                                                                additive to create a supernatant  layer of increased
                                                                                clarity and a lower layer having the bulk of the
                                                                                impurities therein.

------------------------------------------------------------------------------------------------------------------------------------
5,955,410     09/21/99     09/21/16      Dingess &        Cleaning              Low toxicity cleaning composition which uses
                                         Osmanski         Compositions and      propylene glycol and other components
                                                          Methods
------------------------------------------------------------------------------------------------------------------------------------
6,004,434     12/21/99     07/07/14      Kiany, Blair,    Method of Recycling
                                         O'Donnell, and   Cleaning Solvent
                                         Kunkel
====================================================================================================================================

*    Not subject to maintenance fees.

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                  PENDING U.S. PATENT APPLICATIONS

SERIAL NO.    FILING DATE    INVENTOR                            TITLE

08/271,190    07/07/94       Kiany, Blair, L'Donnell, Kunkel     Compositions and Methods for Treating Cleaning Solvents



09/470,872    12/23/99       Anderson, Danowski, Jacoby          Oil Skimmer

*    Not subject to maintenance fees.

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                          CANADIAN PATENTS

===================================================================================================================================
PATENT NO.    ISSUE DATE                                               TITLE                   CORRESPONDING US
                                                                                               PATENT/ APPLN NO.
===================================================================================================================================
1,132,882     10/05/82          Immersion Cleaner                                              4,160,603
-----------------------------------------------------------------------------------------------------------------------------------
1,148,067     06/14/83          Accessory for Parts Cleaner                                    4,261,378
-----------------------------------------------------------------------------------------------------------------------------------
1,204,367     05/13/86          Parts Cleaner Adapted for Simplified Service                   4,462,415
-----------------------------------------------------------------------------------------------------------------------------------
1,250,208     02/21/89          Degreasing Apparatus                                           4,637,413
-----------------------------------------------------------------------------------------------------------------------------------
1,298,759     03/16/87          Recirculating Type Spray Gun Cleaner                           5,213,119
-----------------------------------------------------------------------------------------------------------------------------------
1,324,334     11/16/93          Neutralizing Oxidation Product Components                      4,834,868
                                in Continuous Refining of Used Motor OilStocks
-----------------------------------------------------------------------------------------------------------------------------------
2,170,363     12/07/99          Enhanced Solvent Composition                                   5,776,881
-----------------------------------------------------------------------------------------------------------------------------------
2,170,364     12/07/99          Method of Recycling Cleaning Solvent                           6,004,434
===================================================================================================================================

                                                PENDING CANADIAN PATENT APPLICATIONS

===================================================================================================================================
APPLN. NO.    FILING DATE                                                 TITLE                CORRESPONDING US
                                                                                               PATENT/ APPLN NO.
===================================================================================================================================
2,061,946-5   02/27/92          Buffing Pad and Attachment System Therefor                     5,138,735
-----------------------------------------------------------------------------------------------------------------------------------
2,170,365     07/06/95          Compositions and Methods for Treating Cleaning                 08/271,190
                                Solvents
-----------------------------------------------------------------------------------------------------------------------------------
2,171,132     03/06/96          Parts Washer and Solvent Flow Control                          5,598,861 & 5,720,373

<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement



-----------------------------------------------------------------------------------------------------------------------------------
2,213,983     08/25/97          Apparatus and Method for Determining Concentrations            5,698,774
                                of Oil or Other Non-Volatile Contaminants in
                                Cleaning Solvents
===================================================================================================================================


                                       CANADIAN PATENTS EXPIRE 17 YEARS FROM THE DATE OF ISSUE


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                     JAPANESE PATENT APPLICATION

====================================================================================================================================
SERIAL NO.    FILING DATE                                                    TITLE             CORRESPONDING US
                                                                                               PATENT/ APPLN NO.
====================================================================================================================================
7-525,846     03/30/95          Composite Liquid Filter                                        5,478,465 & 5,582,743
====================================================================================================================================

                                      JAPANESE PATENTS EXPIRE 15 YEARS FROM THE DATE OF GRANT,
                                             NOT TO EXCEED 20 YEARS FROM THE FILING DATE



                                                           MEXICAN PATENT

====================================================================================================================================
PATENT NO.    ISSUE DATE                                                     TITLE             CORRESPONDING US
                                                                                               PATENT/APPLN NO.
====================================================================================================================================
180,918       03/01/96          Detachable Cover and Drum Liner for Storage and                5,154,308
                                Transport of Controlled Substances
====================================================================================================================================


                                       MEXICAN PATENTS EXPIRE 14 YEARS FROM THE DATE OF GRANT


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                    LAIDLAW INTELLECTUAL PROPERTY

                                                             TRADEMARKS

====================================================================================================================================
Reg. No.      Trademark                  Issue Date      Exp. Date         Goods/Services
====================================================================================================================================
1,894,484     EARTH ACADEMY              05/06/95        05/06/05               Educational services; namely, conducting classes
                                                                                and seminars dealing with solid and hazardous
                                                                                waste management and reduction; video tapes
                                                                                dealing with solid and hazardous waste management
                                                                                and reduction; books and brochures dealing with
                                                                                solid and hazardous waste management and reduction;
                                                                                and posters and stickers

------------------------------------------------------------------------------------------------------------------------------------
1,908,234     EARTH ACADEMY & DESIGN     08/01/95        08/01/05               Video tapes dealing with solid and hazardous waste
                                                                                management and reduction; coloring books and printed
                                                                                brochures dealing with solid and hazardous waste
                                                                                management and reduction; and stickers; T-shirts;
                                                                                education services, namely conducting classes and
                                                                                seminars dealing with solid and hazardous waste
                                                                                management andreduction; ornamental novelty buttons
====================================================================================================================================


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                               PATENTS

====================================================================================================================================
Patent No.    Issued           Expires           Title

====================================================================================================================================
4,464,081     08/07/84         06/29/03          Process and Structure for Storing and Isolating Hazardous Waste
------------------------------------------------------------------------------------------------------------------------------------
4,637,928     01/20/87         01/20/04          Method and Apparatus for Neutralizing Reactive Material Such as Batteries
------------------------------------------------------------------------------------------------------------------------------------
5,009,266     04/23/91         04/23/08          Method for In Situ Contaminant Extraction from Soil
------------------------------------------------------------------------------------------------------------------------------------
5,040,900     08/20/91         08/20/08          Sludge stabilizing method and apparatus
====================================================================================================================================


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                     Itex Environmental Services
                                                         Patent Applications

                                                        Updated December 1999

-----------------------------------------------------------------------------------------------------------------------------------
File No.                  Serial No.        Title                                                 Status
Country                   Filing Date

-----------------------------------------------------------------------------------------------------------------------------------
119931-001028             09/080,062        Method for Treatment of Dredged     Response to Office Action Due August 24, 2000
United States             May 15, 1998      Materials to Form a Structural
Continuation of                             Fill
Provisional Appln.
60/046,616
(File No. 119931-
001025)
-----------------------------------------------------------------------------------------------------------------------------------
119931-002025             2,078,889         Apparatus for Mixing Solid and      Maintenance Fee Due January 8, 2000
Canada                    January 8, 1991   Semi-Solid Wastes with Additives    Final Due January 8, 2001
-----------------------------------------------------------------------------------------------------------------------------------


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


                                                           Issued Patents

------------------------------------------------------------------------------------------------------------------------------------
File No.           Patent No.              Title                                                        Status
Country            Issue Date

====================================================================================================================================
119931-001013      5,007,590               Apparatus for Mixing Solid or Semi-Solid         Maintenance Fee Due October 16, 2002
United States      April 16, 1991          Wastes With Additives
------------------------------------------------------------------------------------------------------------------------------------
119931-001011      5,028,010               Apparatus for Mixing Solid or Semi-Solid         Maintenance Fee due January 2, 2003
United States      July 02, 1991           Wastes With Additives
------------------------------------------------------------------------------------------------------------------------------------
119931-001010      5,319,176               Plasma Arc Decomposition of Hazardous            Maintenance Fee Due December 7, 2001
United States      June 7, 1994            Wastes IntoVitrified Solids and Non-
                                           Hazardous Gasses
------------------------------------------------------------------------------------------------------------------------------------
119931-001012      5,353,998               Method for Mixing Solid or Semi-Solid            Maintenance Fee Due April 11, 2002
United States      October 11, 1994        Wastes With Additives
------------------------------------------------------------------------------------------------------------------------------------
119931-001017      5,451,738               Plasma Arc Decomposition of Hazardous            Maintenance Fee Due March 19, 2003
United States      September 19, 1995      Wastes Into Vitrified Solids and Non-
                                           Hazardous Gasses
------------------------------------------------------------------------------------------------------------------------------------
119931-001018      5,541,386               Plasma Arc Decomposition of Hazardous            Maintenance Fee Due January 30, 2000
United States      July 30, 1996           Wastes Into  Vitrified Solids and Non-           Paid with surcharge
Continuation of                            Hazardous Gasses
1800-2017
------------------------------------------------------------------------------------------------------------------------------------
119931-001019      5,542,614               Processing of Waste Material                     Maintenance Fee Due February 6, 2000
United States      August 6, 1996                                                           Paid with surcharge


<PAGE>
                                                                               Schedule 4 to the Guarantee and Collateral Agreement


-----------------------------------------------------------------------------------------------------------------------------------
119931-001024      5,794,862               Processing of Waste Material                     Maintenance Fee Due February 18, 2002
United States      August 18, 1998
------------------------------------------------------------------------------------------------------------------------------------
119931-001022      5,931,605               Remediation of Earthen Material                  Maintenance Fee Due February 3, 2003
United States      August 3, 1999
------------------------------------------------------------------------------------------------------------------------------------
119931-001016      6,017,169               Remediation of Earthen Material                  Maintenance Fee Due July 25, 2003
United States      January 25, 2000
------------------------------------------------------------------------------------------------------------------------------------
119931-002029      179455                  Method and Apparatus for Mixing Solid            Renewal Fee Due January 2000
Mexico             August 31, 1995         and Semi-Solid Wastes with Additives
------------------------------------------------------------------------------------------------------------------------------------
119931-2022        179968                  Method and Apparatus for Mixing Solid            Maintenance Fee Due January 2000
Mexico             November 3, 1995        or Semi Solid Wastes With Additives
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


SCHEDULE 4 CONTINUED

Trade Mark  Licensing  Agreement between  Safety-Kleen Systems, Inc. and Safety-
Kleen UK Limited dated December 23, 1998

Short Form License  Agreement  between  Safety-Kleen UK Limited and Safety-Kleen
Corp. (to be executed).

Non-Exclusive  Tehnology  License  Agreement  dated  January 1, 1999 by Church &
Dwight Co.,  Inc. and The  ArmaKleen  Company (a  partnership  between  Church &
Dwight Co. and Safety-Kleen Services, Inc.

Exclusive  Purchase  Agreement  dated  December 28, 1999 by and between  SpinTek
Filtration, Inc. and Safety-Kleen Services, Inc.

Non-Exclusive  Trademark License dated June 23, 1997 by and between Safety-Kleen
Corp. (now known as Safety-Kleen Systems, Inc.) as Licensor and Minnesota Mining
and Manufacturing Company as Licensee for the trademark and logo We Care.

Non-Exclusive  Trademark  License dated May 1, 1995 by and between  Safety-Kleen
Corp.  (now  known  as  Safety-Kleen  Systems,   Inc.)  as  Licensor  and  Xerox
Engineering Systems Canada as Licensee for the trademark and logo We Care.

Non-Exclusive  Trademark License by and between  Safety-Kleen  Systems,  Inc. as
Licensor and Nichibei  Koyu Co.  Limited as Licensee for the  trademark and logo
Safety-Kleen.


Safety-Kleen  licenses  various  software  programs from licensors under typical
license  agreements for its day to day operations  (including but not limited to
MicroSoft Office, Lotus Notes, PeopleSoft, and so on).

Interlink Computer Sciences Inn.  S/W License Agmt    File# 9211273 Box 1511
   39-02-01-07/08
Sandra Wilkes License Agreement    File#9211434         Box 1512 39-02-05-
15/16
Butler Corp Sales & License Agreement       File#9211648      Box 1512
                                                        Box 1664 45-02-05-01/02
Trademark License Agmts                                 File#9614865    Box 1542
      38-02-03-15/16
Korea License Agreement    File#9614867     Box 1542
Japan License Agmt         File#4814868     Box 1542
OSI Software License       Box 1647   45-03-05-13/14
Rockwell Intl License      Box 1647
Korea / Japan / Israel License Files   Box 1650    53-03-05-05/06
ASCAP Music License                    Box 1656    45-01-05-03/04

<PAGE>


Foreign Licensed Operations           Box 1669    53-04-05-09/10
European License Agmts & Pacific Rim & Misc License     Box 1692  27-13-
03-05/06
(Japanese) License Agmt dtd 10/9/86   file 185    Box 1787

<PAGE>


                                                                      Schedule 5
                                                                      ----------
                       PREPETITION REAL ESTATE COLLATERAL

3985 Research Park Drive, Ann Arbor, Michigan

Approximately 3.685 acres in 11 parcels of land located seven (7) miles east of
Mojave in Kern County, California

Elk Grove Village, Illinois (Cook County)

Elgin, Illinois (Kane County - Safety-Kleen Headquarters)

Elgin, Illinois (Cook County - vacant land)

<PAGE>



                           SAFETY-KLEEN SERVICES, INC.
                                                                       EXHIBIT B
                       Form of Borrowing Base Certificate*
                                                                     Page 1 of 3
                         Week Ended ______________, ____


BORROWING BASE AND EXCESS AVAILABILITY (PER DETAILED CALCULATIONS)

Collections Availability (Line C in Section I)                     $
                                                                   -------------

Sales Availability (Line E in Section II)                          $
                                                                   -------------
Availability (the lesser of Collections Availability
and Sales Availability)                                            $
                                                                   =============

OFFICER'S CERTIFICATION

Pursuant to the Amdended and Restated  Debtor in  Possession  Credit  Agreement,
initally dated as of June 11, 2000 amdended 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  from time to time party thereto (the
"LENDERS"),  The  Toronto-Dominion  Bank,  Houston  Agency,  as letter of credit
issuing  bank,  Toronto  Dominion  (Texas),  Inc, as  administrative  agent (the
"GENERAL  ADMINISTRATIVE  AGENT"),  and The CIT Group/Business  Credit, Inc., as
collateral agent and  underwriter,  the undersigned  Responsible  Officer of the
Borrower certifies that the information provided herein is accurate based on the
accounting  records  of the  Borrower  and its  Subsidiaries.  Unless  otherwise
defined  herein,  capitalized  terms  defined in the Credit  Agreement  and used
herein shall have the meanings given to them in the Credit Agreement.

SAFETY-KLEEN SERVICES, INC.


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

----------------

*/ Prior to the date the Final Order is entered,  this  Certificate  may be pre-
pared using minimum, as opposed to exact,  numbers, so long as such calculations
are reviewed and approved by the Underwriters or their representatives.

<PAGE>



                           SAFETY-KLEEN SERVICES, INC.
                                                                       EXHIBIT B
                       Form of Borrowing Base Certificate*
                                                                     Page 2 of 3
                         Week Ended ______________, ____

I. CALCULATION OF FIVE-WEEK COLLECTIONS FROM ELIGIBLE ACCOUNT DEBTORS

A.   Aggregate collections from all account debtors for
     the  five-week  period ending on _____ ___, _____              $
                                                                   -------------
B.   Less exclusions:                                               $
                                                                   -------------

     (a)  Collections from account debtors that are                $
          Affiliates or employees of Loan Parties                  -------------
                                                                   $
     (b)  Collections  from any  account  debtor  which  has       -------------
     commenced,   or  has  had   commenced   against   them,
     proceeding  or case  seeking  (i)  its  reorganization,
     liquidation, dissolution, arrangement or winding-up, or
     the composition or readjustment of its debts,  (ii) the
     appointment   of  a   receiver,   custodian,   trustee,
     examiner,  liquidator or the like of such obligor or of
     all or any substantial  part of its property,  or (iii)
     similar relief in respect of such obligor under any law
     relating  to  bankruptcy,  insolvency,  reorganization,
     winding-up,  or composition or adjustment of debts;  or
     an order  for  relief  against  such  obligor  shall be
     entered in an  involuntary  case  under the  Bankruptcy
     Code or any other applicable bankruptcy,  insolvency or
     similar laws
                                                                   $
     (c) Collections from any account debtor located outside       -------------
     the United States of  $__________  America  (including,
     without  limitation,  territories,   commonwealths  and
     possessions), unless it has provided standby letters of
     credit  or other  instruments  (in  form and  substance
     reasonably  satisfactory to the Underwriters) issued or
     confirmed by, and payable at, banks satisfactory to the
     Underwriters  having a place of  business in the United
     States of America and payable in Dollars, which letters
     of credit are assigned or issued for the benefit of and
     delivered to the Underwriters.


C.   Collections Availability  (Line A minus Line B)               $
                                                                   =============
<PAGE>

II.  CALCULATION OF FIVE-WEEK SALES TO ELIGIBLE ACCOUNT DEBTORS

A.   Aggregate sales to all account debtors for
     the five-week period ending on ________ ____, ______         $
                                                                   -------------
B.   Less exclusions:                                             $
                                                                   -------------

     (a) Sales to account debtors that are Affiliates or          $
     employees of Loan Parties                                     -------------

                                                                  $
     (b) Sales to any account debtor which has commenced, or       -------------
     has had  commenced  against  it, a  proceeding  or case
     seeking    (i)   its    reorganization,    liquidation,
     dissolution,   arrangement   or   winding-up,   or  the
     composition  or  readjustment  of its  debts,  (ii) the
     appointment   of  a   receiver,   custodian,   trustee,
     examiner,  liquidator or the like of such obligor or of
     all or any substantial  part of its property,  or (iii)
     similar relief in respect of such obligor under any law
     relating  to  bankruptcy,  insolvency,  reorganization,
     winding-up,  or composition or adjustment of debts;  or
     an order  for  relief  against  such  obligor  shall be
     entered in an  involuntary  case  under the  Bankruptcy
     Code or any other applicable bankruptcy,  insolvency or
     similar laws

     (c) Sales to any  account  debtor  located  outside the
     United States of America (including, without limitation,
     territories,  commonwealths and possessions), unless it
     has  provided   standby  letters  of  credit  or  other
     instruments   (in   form   and   substance   reasonably
     satisfactory to the  Underwriters)  issued or confirmed
     by,  and  payable  at,   banks   satisfactory   to  the
     Underwriters  having a place of  business in the United
     States of America and payable in Dollars, which letters
     of credit are assigned or issued for the benefit of and
     delivered to the Underwriters


C.   Aggregate five-week sales to Eligible Account Debtors        $
     (Line A minus Line B)                                         -------------

D.   Multiplier with respect to aggregate five-week sales         $
     to Eligible Account Debtors                                        75%
                                                                  $
E.   Sales Availability (product of Line C and Line D)             -------------
                                                                  $
                                                                   =============

<PAGE>



                                                                       EXHIBIT C

                          FORM OF REVOLVING CREDIT NOTE


THIS NOTE AND THE OBLIGATIONS  REPRESENTED  HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT  REFERRED TO
BELOW.  TRANSFERS OF THIS NOTE AND THE  OBLIGATIONS  REPRESENTED  HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE GENERAL ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.

      $                                                               [Location]
       ------------------                                                 [Date]

               FOR VALUE RECEIVED, the undersigned, SAFETY-KLEEN SERVICES, INC.,
a Delaware corporation (the "BORROWER"),  hereby unconditionally promises to pay
to ..................... (the "LENDER") or its registered assigns at the Payment
Office  specified in the Credit  Agreement  (as  hereinafter  defined) in lawful
money  of  the  United  States  and  in  immediately  available  funds,  on  the
Termination   Date  the  principal  amount  of  (a)   .................  DOLLARS
($...........),  or, if less, (b) the aggregate  unpaid  principal amount of all
Revolving  Credit Loans made by the Lenders to the Borrower  pursuant to Section
2.1 of the Credit Agreement. The Borrower further agrees to pay interest in like
money at such Payment Office on the unpaid  principal amount hereof from time to
time  outstanding at the rates and on the dates  specified in Section 4.6 of the
Credit Agreement.

               The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a  continuation  thereof which shall
be attached  hereto and made a part hereof the date and amount of each Revolving
Credit  Loan made  pursuant to the Credit  Agreement  and the date and amount of
each payment or prepayment of principal thereof and each  continuation  thereof.
Each such  endorsement  shall constitute prima facie evidence of the accuracy of
the information endorsed.  The failure to make any such endorsement or any error
in any such  endorsement  shall not affect the  obligations  of the  Borrower in
respect of any Revolving Credit Loan.

               This Note (a) is one of the Notes  referred to in the Amended and
Restated Debtor in Possession Credit  Agreement,  initially dated as of June 11,
2000,  Amended and Restated as of as of July 19, 2000 (as amended,  supplemented
or otherwise  modified  from time to time,  the "CREDIT  AGREEMENT"),  among the
Borrower,  the Lender, the other financial  institutions from time to time party
thereto,  The Toronto Dominion Bank, Houston Agency, as letter of credit issuing
bank, Toronto Dominion (Texas),  Inc., as General  Administrative Agent, The CIT
Group/Business Credit, Inc., as collateral agent and underwriter, (b) is subject
to the  provisions  of the Credit  Agreement  and (c) is subject to optional and
mandatory  prepayment  in whole or in part as provided in the Credit  Agreement.
This Note is secured and  guaranteed  as provided in the Loan  Documents and the
Orders. Reference is hereby made to the Loan Documents and the Orders for


<PAGE>


a description of the properties and assets in which a security interest has been
granted, the nature and extent of the security and the guarantees, the terms and
conditions upon which the security interests and each guarantee were granted and
the rights of the holder of this Note in respect thereof.

               Upon the  occurrence of any one or more of the Events of Default,
all principal and all accrued  interest then remaining unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
in the Credit Agreement and the Orders.

               All parties now and  hereafter  liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

               Unless  otherwise  defined  herein,  terms  defined in the Credit
Agreement  and used herein shall have the  meanings  given to them in the Credit
Agreement.

               THIS  NOTE  MAY  NOT BE  TRANSFERRED  EXCEPT  PURSUANT  TO AND IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT.

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

                             SAFETY-KLEEN SERVICES, INC.


                             By:_______________________________
                                Name:
                                Title:


<PAGE>

<TABLE>

                                                                                                                          Schedule A
                                                                                                            TO REVOLVING CREDIT NOTE


                                        LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
<CAPTION>
<S>      <C>               <C>                <C>                       <C>                    <C>                 <C>

=====    ==============    ===============    ======================    ===================    ================    =================
                                Amount                                  Amount of Base Rate    Unpaid Principal
         Amount of Base     Converted to      Amount of Principal of    Loans Converted to     Balance of Base
Date     Rate Loans        Base Rate Loans    Base Rate Loans Repaid        LIBOR Loans           Rate Loans       Notation Made By
-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


-----    --------------    ---------------    ----------------------    -------------------    ----------------    -----------------


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

</TABLE>

<PAGE>


<TABLE>





                                   LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBOR LOANS

<CAPTION>
<S>     <C>               <C>            <C>                   <C>                   <C>                  <C>               <C>

=====   ===============   ============   ===================   ===================   ==================   ================  ========
                             Amount      Interest Period and   Amount of Principal     Amount of LIBOR    Unpaid Principal  Notation
        Amount of LIBOR   Converted to     LIBOR rate with       of LIBOR Loans      Loans Converted to      Balance of     Made By
Date        Loans         LIBOR Loans      Respect Thereto          Repaid             Base Rate Loans      LIBOR Loans
-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


-----   ---------------   ------------   -------------------   -------------------   ------------------   ----------------  --------


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

</TABLE>

<PAGE>


                                                                       EXHIBIT D

                           FORM OF CLOSING CERTIFICATE


               Pursuant to subsection  6.1(e) of the Debtor in Possession Credit
Agreement  dated as of June 11,  2000 (as  amended,  supplemented  or  otherwise
modified  from time to time,  the  "CREDIT  AGREEMENT";  capitalized  terms used
herein but not  defined  are used as defined  in the  Credit  Agreement),  among
SAFETY-KLEEN  SERVICES,  INC.,  a Delaware  corporation  (the  "BORROWER"),  the
financial  institutions  from  time to time  parties  thereto  (the  "Lenders"),
TORONTO-DOMINION BANK, HOUSTON AGENCY, as letter of credit issuing bank, TORONTO
DOMINION  (TEXAS),  INC., as  administrative  agent, and THE CIT  GROUP/BUSINESS
CREDIT, INC., as collateral agent and underwriter, the undersigned [INSERT TITLE
OF OFFICER] of the Borrower hereby certifies as follows:

                  1. The  representations  and warranties of each Loan Party set
forth  in each of the  Loan  Documents  to  which  it is a party  or  which  are
contained  in any  certificate  furnished  by or on behalf  of each  Loan  Party
pursuant  to any of the  Loan  Documents  to  which  it is a party  are true and
correct in all  material  respects  on and as of the date  hereof  with the same
effect as if made on the date hereof,  except for representations and warranties
expressly  stated to relate  to a  specific  earlier  date,  in which  case such
representations and warranties were true and correct in all material respects as
of such earlier date.

               2. No Default or Event of Default has occurred and is  continuing
as of the date hereof or after giving effect to the Loans to be made on the date
hereof.

               3. The  conditions  precedent  set  forth in  Section  6.1 of the
Credit  Agreement were satisfied as of the Closing Date,  except as set forth on
Schedule I hereto.

               4.  ..................is the duly elected and qualified Corporate
Secretary of each Loan Party and the  signature set forth for such officer below
is such officer's true and genuine signature.

and the undersigned Corporate Secretary of each Loan Party certifies as follows:

               5. The  following  persons  are now duly  elected  and  qualified
officers  of such  Loan  Party  holding  the  offices  indicated  next to  their
respective  names below, and such officers have held such offices with such Loan
Party at all times since the date indicated next to their  respective  titles to
and including  the date hereof,  and the  signatures  appearing  opposite  their
respective names below are the true and genuine signatures of such officers, and
each of such  officers  is duly  authorized  to execute and deliver on behalf of
such  Loan  Party  each of the Loan  Documents  to  which it is a party  and any
certificate or other document to be delivered by such Loan Party pursuant to the
Loan Documents to which it is a party:


<PAGE>



       NAME               OFFICE             DATE                 SIGNATURE





               Unless  otherwise  defined  herein,  terms  defined in the Credit
Agreement  and used  herein  shall  have  meanings  given to them in the  Credit
Agreement.

               IN WITNESS  WHEREOF,  the undersigned have hereunto set our names
as of the date set forth below.

-------------------------------                  -----------------------------
Name:                                            Name:
Title:                                           Title:  Corporate Secretary

Date:  June  ___, 2000


<PAGE>



                                                                       EXHIBIT E

                           SAFETY-KLEEN SERVICES, INC.

                          FORM OF BORROWING CERTIFICATE

          Pursuant to  subsection  6.2(e) of 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"; capitalized terms used herein but not
defined  are  used as  defined  in the  Credit  Agreement),  among  SAFETY-KLEEN
SERVICES,   INC.,  a  Delaware  corporation  (the  "BORROWER"),   the  financial
institutions from time to time parties thereto (the "LENDERS"), TORONTO-DOMINION
BANK,  HOUSTON  AGENCY,  as letter  of credit  issuing  bank,  TORONTO  DOMINION
(TEXAS), INC., as administrative agent, and THE CIT GROUP/BUSINESS CREDIT, INC.,
as collateral  agent and  underwriter,  the undersigned  hereby certifies to the
General   Administrative  Agent  and  the  Lenders  by  execution  hereof  by  a
Responsible Officer that:

         1. The Extension of Credit to be made by the Lenders to the Borrower on
_________, _____, and the intended use thereof (a) are consistent with the terms
of the Budget and the Credit Agreement and (b) are necessary,  after utilization
and application of the Borrower's and the  Guarantors'  available cash, in order
for the Borrower and the Guarantors to satisfy their obligations in the ordinary
course of business or as otherwise permitted under the Credit Agreement.

         2. All of the representations and warranties  contained in Section 5 of
the Credit Agreement are true and correct in all material  respects on and as of
the date of this  Borrowing  Certificate  (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 the Borrower
and the  Guarantors  have observed or performed in all material  respects all of
their respective covenants and agreements contained in the Credit Agreement, the
other Loan  Documents  and the Orders  (as  applicable)  such that no Default or
Event of  Default  has  occurred  or is  continuing,  and the  Borrower  and the
Guarantors  have satisfied  each condition set forth in subsections [6.1 and] 1/
6.2 of the Credit Agreement to the proposed Extension of Credit, as the case may
be.

         3. The making of the Extension of Credit shall not cause the sum of the
then outstanding  Loans and L/C Obligations to exceed the Borrowing Base then in
effect.


-------------
1/ Include bracketed language for initial Extension of Credit.

<PAGE>


                                                                               2

                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
Borrowing Certificate as of the date below written.

                                        SAFETY-KLEEN SERVICES, INC.


                                       By: ___________________________
                                           Name:
                                           Title:


Dated: __________ ___, _____


<PAGE>



In re                              )        Chapter 11 Cases
                                   )
SAFETY-KLEEN CORP., et al.         )        Case Nos. 00-2303(PJW)
                                   )
                                   )        Jointly Administered
                  Debtors.         )



                FINAL ORDER (I) AUTHORIZING SECURED POSTPETITION
                 FINANCING ON A SUPERPRIORITY BASIS PURSUANT TO
           11 U.S.C. sec. 364, (II) AUTHORIZING USE OF CASH COLLATERAL
           PURSUANT TO 11 U.S.C. sec.363, AND (III) GRANTING ADEQUATE
             PROTECTION PURSUANT TO 11 U.S.C. sec. 363 AND sec. 364


         Upon the motion  (the  "MOTION")  dated June 12,  2000 of  Safety-Kleen
Services,  Inc. (the "COMPANY"),  Safety-Kleen Corp. ("HOLDINGS") and the direct
and indirect  wholly owned  subsidiaries of the Company  incorporated  under the
laws of one of the United  States of America (the  "SUBSIDIARIES";  collectively
with  Holdings,  the  "GUARANTORS"),  all of which are  debtors  and  debtors in
possession (collectively, the "DEBTORS"), (a) seeking this Court's authorization
pursuant to Sections 363(c),  364(c)(1),  364(c)(2),  364(c)(3) and 364(d)(1) of
Title 11 of the United States Code, 11 U.S.C. sec. 101, ET SEQ. (as amended, the
"BANKRUPTCY  CODE") and Rules 2002,  4001(c)  and 9014 of the  Federal  Rules of
Bankruptcy  Procedure (as amended,  the  "BANKRUPTCY  RULES"),  for the Company,
INTER ALIA, (i) to obtain  secured  postpetition  financing  (the  "POSTPETITION
FINANCING") up to an aggregate  principal amount not to exceed $100,000,000 (the
"COMMITMENT")  from Toronto  Dominion  (Texas),  Inc. ("TD  TEXAS"),  as general
administrative  agent (in its capacity as general  administrative  agent for the
Lenders referred to below, the "GENERAL  ADMINISTRATIVE AGENT"), and a syndicate
of  other  financial  institutions  (the  "LENDERS")  arranged  by  the  General
Administrative   Agent  and  The  CIT   Group/Business   Credit,   Inc.  ("CIT";
collectively with the General Administrative Agent, the "UNDERWRITERS"), and for
the Company to execute an Amended and

<PAGE>
                                                                               2


Restated Debtor in Possession  Credit Agreement with respect to the Postpetition
Financing (as amended, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT");  and for the Company to execute revolving credit notes (the
"NOTES");  and for the Borrower and each Guarantor to enter into a Guarantee and
Collateral  Agreement to guarantee and secure the Notes and all  obligations  of
the  Company and each other  Guarantor  under the Credit  Agreement  (the Credit
Agreement,  the Notes,  and all  ancillary  documents  at any time  executed  in
connection  therewith,  collectively,  the "LOAN Documents"),  (ii) to grant the
Lenders,  pursuant to  Bankruptcy  Code sec.  364(c) and sec.  364(d),  security
interests in all of the Debtors'  presently  owned and  after-acquired  personal
property and Leaseholds (as defined in the Credit Agreement) and the Prepetition
Real Estate  Collateral  (as defined  below) to secure the Debtors'  obligations
under the Loan Documents and (iii) to grant the Lenders,  pursuant to Bankruptcy
Code ss.  364(c)(1),  priority in payment with respect to such  obligations over
any and all  administrative  expenses of the kinds  specified in Bankruptcy Code
sec. 503(b) and sec. 507(b),  other than in respect of the Carve-Out (as defined
below); (b) seeking this Court's authorization,  pursuant to Bankruptcy Code ss.
363(c),  to use  the  Cash  Collateral  (as  defined  below)  and,  pursuant  to
Bankruptcy  Code sec.  361, sec.  363(e) and sec.  364(d),  to provide  adequate
protection  to the  Prepetition  Lenders (as defined  below) with respect to any
diminution in the value of the Prepetition Lenders' interests in the Prepetition
Collateral  (as defined  below)  resulting  from the priming  liens and security
interests  granted in the Interim Order referred to below pursuant to Bankruptcy
Code ss.  364(d)  to  secure  the  Postpetition  Financing,  the use of the Cash
Collateral, the use, sale or lease of the Prepetition Collateral (other than the
Cash Collateral) and the imposition of the automatic stay pursuant to Bankruptcy
Code ss. 362(a); (c) seeking a preliminary  hearing (the "PRELIMINARY  HEARING")
on the Motion to consider entry of an interim order pursuant to Bankruptcy  Rule
4001 (the "INTERIM  ORDER")  authorizing the Company,  INTER ALIA, to borrow and
obtain  letters of credit from the Lenders  under the Credit  Agreement up to an
aggregate of  $40,000,000,  all upon the terms and  conditions  set forth in the
Loan Documents and this Order pending the Final Hearing  referred to below;  and
(d)


<PAGE>
                                                                               3


requesting  that a  final  hearing  (the  "FINAL  HEARING";  together  with  the
Preliminary Hearing, the "HEARINGS") be scheduled, and that notice procedures in
respect of the Final Hearing be established by this Court to consider entry of a
final  order (this  "ORDER")  authorizing  on a final  basis,  INTER  ALIA,  the
Postpetition  Financing  and  the  use of  the  Cash  Collateral;  and  due  and
sufficient  notice of the Motion and the  Hearings  having been  given;  and the
Court having  entered the Interim  Order at the  conclusion  of the  Preliminary
Hearing;  and the Final Hearing on the Motion having been held before this Court
on July 19,  2000;  and upon the entire  record made at the  Hearings,  and this
Court having found good and sufficient cause appearing therefor,

                  IT IS HEREBY FOUND that:

                  A. On June 9, 2000 (the  "FILING  DATE"),  the  Debtors  filed
voluntary  petitions  for  relief  with  this  Court  under  Chapter  11 of  the
Bankruptcy  Code (the  "CHAPTER  11  CASES").  The  Debtors  are  continuing  in
possession of their property,  and operating and managing their  businesses,  as
debtors in possession pursuant to Bankruptcy Code sec. 1107 and sec. 1108.

                  B. This Court has  jurisdiction  over the Chapter 11 Cases and
the Motion pursuant to 28 U.S.C.sec. 157(b) and sec. 1334.  Consideration of the
Motion constitutes a core proceeding as defined in 28 U.S.C. sec. 157(b)(2).

                  C. Pursuant to an Amended and Restated Credit  Agreement dated
as of April 3, 1998 (as amended, supplemented or otherwise modified prior to the
Filing  Date,  the   "PREPETITION   CREDIT   AGREEMENT"),   among  the  Company,
Safety-Kleen (Canada) Ltd. (the "CANADIAN  BORROWER"),  the lenders from time to
time  parties  thereto  (the  "PREPETITION   LENDERS"),  TD  Texas,  as  general
administrative  agent  for  the  Prepetition  Lenders  (in  such  capacity,  the
"PREPETITION  AGENT"),  The  Toronto-Dominion  Bank, as Canadian  administrative
agent,  TD  Securities  (USA) Inc.  as advisor  and  arranger,  The Bank of Nova
Scotia,  Bank of America (formerly known as Nationsbank,  N.A.), Bank One, N.A.,
(formerly known as The First National Bank of Chicago) and Wachovia Bank,  N.A.,
as managing agents,  The Bank of Nova


<PAGE>
                                                                               4


Scotia  and Bank  One,  N.A.  (formerly  known  as The  First  National  Bank of
Chicago),  as  co-documentation  agents,  and Bank of America (formerly known as
Nationsbank, N.A.), as syndication agent, the Prepetition Lenders made loans and
other  financial  accommodations  to or for the benefit of the  Debtors,  in the
aggregate principal amount of  US$1,557,000,000  and issued letters of credit in
the aggregate outstanding face amount of US$83,794,204.08.  In addition, certain
Prepetition  Lenders based in Canada extended  approximately  C$71,892,450.07 in
loans and letters of credit to the Canadian Borrower,  guaranteed by the Debtors
and  secured  by the  Prepetition  Loan  Documents.  All such  loans,  financial
accommodations  and other  amounts  owing  under,  or in  connection  with,  the
Prepetition Credit Agreement and all collateral and ancillary documents executed
in connection therewith  (collectively,  the "PREPETITION LOAN DOCUMENTS"),  are
hereinafter  referred to as the "PREPETITION  LOAN  OBLIGATIONS."  Finally,  the
Prepetition Loan Documents secured interest rate protection  agreements  between
one or more of the Debtors and any of the  Prepetition  Lenders  ("INTEREST RATE
PROTECTION AGREEMENTS").

                  D.  Without  prejudice  to the rights of any other  party (but
subject to the limitations  thereon  described below in decretal  paragraph 16),
the Debtors  admit that, in accordance  with the terms of the  Prepetition  Loan
Documents and the Interest Rate Protection Agreements, the Debtors are truly and
justly indebted to the Prepetition  Lenders,  without  defense,  counterclaim or
offset of any  kind,  and that as of the  Filing  Date (i) the  Company  and the
Canadian Borrower was liable to the Prepetition Lenders in respect of loans made
by the Prepetition  Lenders to the Company  pursuant to the  Prepetition  Credit
Agreement  in the  aggregate  amount of  US$1,557,000,000  and  C$71,892,450.07,
respectively  (inclusive of interest and fees accrued and unpaid thereon),  (ii)
the Company was contingently  liable to the Prepetition Lenders in the aggregate
face amount of approximately US$83,794,204.08  in  respect  of letters of credit
issued  pursuant  to  the  Prepetition   Credit  Agreement  and  which  remained
outstanding as of the Filing Date, (iii) the Company was contingently  liable to
certain  Prepetition Lenders in the aggregate amount of US$69,460,689 in respect
of Interest Rate Protection


<PAGE>
                                                                               5


Agreements,  inclusive  of  interest  accrued  and  unpaid  thereon  (the  "SWAP
OBLIGATIONS";  together with the Prepetition Loan Obligations,  the "PREPETITION
OBLIGATIONS"),  (iv) the  Company  was liable to the  Prepetition  Agent and the
Prepetition Lenders for accrued and unpaid interest, commitment fees, attorneys'
and advisors' fees, other  out-of-pocket  expenses,  costs and indemnities in an
aggregate amount of  US$37,520,227.07  and C$955,041.41,  respectively,  and (v)
each Debtor was contingently  liable to the Prepetition  Lenders pursuant to its
guarantee of the Prepetition Obligations.

                  E.  Without  prejudice  to the rights of any other  party (but
subject to the limitations  thereon  described below in decretal  paragraph 16),
the Debtors further admit that the Prepetition Obligations are secured by valid,
perfected, enforceable, first-priority security interests (subject only to liens
permitted  under  the  Prepetition   Loan  Documents  to  have  higher  priority
("PERMITTED  PRIOR LIENS")) granted by the applicable  Debtor to the Prepetition
Agent,  for  the  ratable  benefit  of  the  Prepetition  Lenders,  upon  and in
substantially  all of the Company's and the other applicable  Debtors'  personal
property  (other than vehicles) and certain real estate (the  "PREPETITION  REAL
ESTATE  COLLATERAL")  listed  on  Schedule  5 to the  Guarantee  and  Collateral
Agreement hereto  (including the setoff rights described in the Prepetition Loan
Documents  and  arising by  operation  of law,  the  "PREPETITION  COLLATERAL"),
including without limitation, inventory, accounts receivable, equipment, general
intangibles,  stock in subsidiaries  and other tangible and intangible  personal
property and the proceeds thereof. The Debtors' cash constitutes proceeds of the
Prepetition  Collateral  and,  therefore,  is cash collateral of the Prepetition
Lenders  within  the  meaning  of  Bankruptcy   Code  sec.   363(a)  (the  "CASH
COLLATERAL").  The Prepetition Lenders are entitled, pursuant to Bankruptcy Code
sec.  361 and sec.  363(e),  to  adequate  protection  of their  interest in the
Prepetition Collateral,  including for the use of the Cash Collateral,  the use,
sale or lease of the Prepetition  Collateral  other than the Cash Collateral and
the imposition of the automatic stay.

                  F. The  Debtors do not have  sufficient  available  sources of
working  capital and financing to operate their business in the ordinary  course
of business or operate their  business and maintain


<PAGE>
                                                                               6


their property in accordance with state and federal law without the Postpetition
Financing and the use of the Cash  Collateral.  The Debtors' ability to maintain
business relationships with their vendors,  suppliers and customers, to pay more
than 10,000 employees and otherwise  finance their  operations,  is essential to
the Debtors' continued viability.  In addition,  the Debtors' need for financing
is immediate.  In the absence of the  Postpetition  Financing and the use of the
Cash Collateral, the continued operation of the Debtors' businesses would not be
possible,  and serious  and  irreparable  harm to the Debtors and their  estates
would occur. The preservation,  maintenance and enhancement of the going concern
value  of the  Debtors  are of  the  utmost  significance  and  importance  to a
successful  reorganization  of the Debtors  under  Chapter 11 of the  Bankruptcy
Code.

                  G. Given the Debtors' current financial  condition,  financing
arrangements and capital  structure,  the Debtors cannot obtain unsecured credit
allowable under  Bankruptcy  Code ss.  503(b)(1) as an  administrative  expense.
Financing on a postpetition basis is not otherwise available without the Debtors
(i) granting,  pursuant to Bankruptcy Code ss. 364(c)(1), claims having priority
over any and all  administrative  expenses of the kinds  specified in Bankruptcy
Code sec.  503(b) and sec.  507(b),  other than as described below in respect of
Chapter 5 Actions and the Carve-Out, (ii) securing,  pursuant to Bankruptcy Code
sec. 364(c) and (d), such  indebtedness and obligations with security  interests
in and  liens  on all  of the  Debtors'  personal  property  and  Leaseholds  as
described below, and (iii) providing for adequate  protection of the Prepetition
Lenders' interests as described below.

                  H. Notice of the Final Hearing and the relief requested in the
Motion  has been  given to (i) the Office of the  United  States  Trustee,  (ii)
counsel to the informal steering committee of Prepetition Lenders (the "STEERING
COMMITTEE")  and the  Prepetition  Agent,  (iii) the  creditors  holding  the 20
largest  unsecured  claims  against each Debtor,  (iv)  proposed  counsel to the
Official  Committee of Unsecured  Creditors (the  "COMMITTEE")  appointed to the
Chapter  11 Cases  and (v) any party who  filed a  request  for


<PAGE>
                                                                               7


notices in the Chapter 11 Cases  pursuant to  Bankruptcy  Rule 2002 prior to the
date set forth in the Interim Order for service of notice of the Final  Hearing.
Such notice of the Final Hearing and the relief requested in the Motion complies
with the  requirements  of Bankruptcy  Code sec.  102(1),  sec.  364(c) and sec.
364(d)  and  Bankruptcy  Rules  2002  and  4001(c)  and  the  notice  procedures
established pursuant to the Interim Order.

                  I. Based on the record  presented  to the Court by the Debtors
at the Preliminary  Hearing,  the Postpetition  Financing has been negotiated in
good faith by the  Underwriters  and at arm's length between the Debtors and the
Underwriters,  and any credit extended,  letters of credit issued and loans made
to the  Debtors  pursuant to the Credit  Agreement  shall be deemed to have been
extended,  issued or made,  as the case may be, in good faith by the  Lenders as
required by, and within the meaning of, Bankruptcy Code ss. 364(e).

                  J. Based on the record  presented  to the Court by the Debtors
at the Hearings,  the terms of the Postpetition  Financing appear to be fair and
reasonable,  are ordinary and  appropriate  for secured  financing to debtors in
possession,   reflect  the  Debtors'   exercise  of  prudent  business  judgment
consistent  with  their  fiduciary  duties,  and  are  supported  by  reasonably
equivalent value and fair consideration.

                  K. The Debtors have  requested  immediate  entry of this Order
pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2).  The permission  granted
herein to enter into the Postpetition Financing and obtain funds thereunder, and
to use the Cash Collateral, is necessary to avoid immediate and irreparable harm
to the  Debtors.  This Court  concludes  that entry of this Order is in the best
interest of the Debtors'  respective estates and creditors as its implementation
will,  among other things,  provide the Debtors with the necessary  liquidity to
sustain the  operation  of the  Debtors'  businesses  and  enhance the  Debtors'
prospects for successful reorganization.

                  Based upon the foregoing  findings and  conclusions,  and upon
the record made before this Court at the Hearings, and good and sufficient cause
appearing therefor;

                  IT IS HEREBY ORDERED that:


<PAGE>
                                                                               8


                  1. The Motion is granted,  subject to the terms and conditions
set forth in this Order.

                  2. The Debtors  are  expressly  authorized  and  empowered  to
execute and deliver the Credit Agreement,  the Notes and any other Loan Document
to be  executed  and  delivered  in  connection  therewith.  The Company and the
Guarantors  are  authorized  to  comply  with and  perform  all of the terms and
conditions of the Loan  Documents,  and the Company is directed to repay amounts
borrowed and reimbursement  obligations incurred,  and each Guarantor is further
directed to repay amounts guaranteed, with interest to the Lenders in accordance
with and subject to the terms and conditions set forth in the Loan Documents and
this  Order.  The  Debtors  are  further  authorized  and  directed  to pay  all
commitment  and other  fees and  expenses,  including  without  limitation,  all
reasonable   fees  and  expenses  of   professionals   engaged  by  the  General
Administrative  Agent,  the  Underwriters  and the Steering  Committee and those
reasonable  fees and  expenses  provided  for in  paragraph 8 of this Order,  in
accordance with the terms of the Credit Agreement and the fee letter between the
General  Administrative  Agent and the Debtors.  All loans made under the Credit
Agreement (the "LOANS") and interest  thereon,  together with all  reimbursement
and other  obligations  in respect of letters of credit  issued under the Credit
Agreement ("LETTERS OF CREDIT"),  and all fees, costs,  expenses,  indebtedness,
obligations  and  liabilities  of the Company and each  Guarantor to the General
Administrative  Agent and the Lenders  under the Loan  Documents and this Order,
are hereinafter referred to as the "OBLIGATIONS."

                  3. The  Company is  expressly  authorized  to borrow  from the
Lenders,  on the  terms  and  subject  to the  conditions  set forth in the Loan
Documents and this Order, a total of  US$100,000,000  (inclusive of the issuance
of up to an aggregate face amount of  US$35,000,000  of Letters of Credit) under
the Credit Agreement,  and the Guarantors are expressly  authorized to guarantee
all  Obligations in respect of such Loans and Letters of Credit.  The Company is
authorized to use the proceeds of the Loans,  to use the Cash  Collateral and to
request  the  issuance  of Letters of Credit in the  operation  of the  Debtors'


<PAGE>
                                                                               9


businesses, PROVIDED, that (a) the proposed Loan, Letter of Credit or use of the
Cash  Collateral is consistent  with the terms of the Credit  Agreement and this
Order  and will be used to pay when due  expenses  of the types set forth in the
Budget (as  defined  in the  Credit  Agreement)  and (b) any  requested  Loan is
necessary  after the  application  of available  Cash  Collateral.  Safety-Kleen
Systems, Inc., as borrower,  and Safety-Kleen  Services,  Inc., as guarantor are
further  expressly  authorized  and  directed  to repay in full the  Elgin  Loan
Obligations directly to each older of the Elgin Loan Obligations,  and discharge
the Liens that secure the Elgin Loan Obligations,  provided,  that the amount of
such repayment in respect of Laidlaw,  Inc.'s ratable  portion of the Elgin Loan
Obligations  shall be deposited by Safety-Kleen  Systems,  Inc., or Safety-Kleen
Services,  Inc.,  as the case may be, into an  interest-bearing  account of such
Debtor and any liens that may exist in favor of Laidlaw,  Inc. In respect of the
Elgin Loan  Obligations  prior to such  repayment and discharge  shall attach to
such  deposit  with the same right,  priority  and validity as such liens had in
respect of the Elgin Loan  Collateral,  and such  deposit and  interest  thereon
shall only be released upon further order of this Court;  and such deposit shall
constitute full repayment of the Elgin Loan  Obligations for all purposes of the
Demand Loan Agreement, dated as of March 14, 2000. A copy of this Order shall be
served upon Laidlaw, Inc.

                  4. If an Event of Default (as defined in the Credit Agreement)
occurs and is  continuing,  subject to the  requirement  contained in the Credit
Agreement  with respect to specified  remedies to provide  five  business  days'
prior  written  notice  to the  Company,  the  United  States  Trustee  and  the
Committee,  the General  Administrative  Agent may  terminate  the  Postpetition
Financing (the date of any such termination, the "TERMINATION DATE") and declare
the Loans to be due and payable,  and the automatic  stay pursuant to Bankruptcy
Code ss. 362(a) shall be deemed lifted and  modified,  without  further order of
this  Court,  to permit  the  General  Administrative  Agent and the  Lenders to
exercise any and all of their rights and  remedies  under the Credit  Agreement,
the other Loan Documents and this Order. In addition, the Company's right to use
the Cash Collateral shall terminate  automatically on the Termination Date or


<PAGE>
                                                                              10


on the fifth  business  day  after the  General  Administrative  Agent  provides
written  notice to the Company,  the United States  Trustee and the Committee of
the  occurrence of an Event of Default and that such use of the Cash  Collateral
shall  terminate as a result  thereof.  Notwithstanding  anything  herein to the
contrary,  no Loans,  Letters  of Credit,  Collateral,  Cash  Collateral  or any
portion of the Carve-Out  may be used to object to or contest in any manner,  or
raise any defenses to, the amount,  validity,  perfection,  priority,  extent or
enforceability  of the  Prepetition  Obligations,  the  Obligations or the liens
securing the Prepetition Obligations or the Obligations, or to assert any claims
or causes of action against the Prepetition  Lenders, the Prepetition Agent, the
Lenders or the General Administrative Agent.

                  5. In accordance with Bankruptcy Code ss.  364(c)(1),  subject
to  Paragraph  7  below,   the   Obligations   shall   constitute   claims  (the
"SUPERPRIORITY CLAIMS") with priority in payment over any and all administrative
expenses of the kinds  specified  or ordered  pursuant to any  provision  of the
Bankruptcy Code, including, without limitation, Bankruptcy  Code secs. 105, 326,
328, 330, 331, 503(b), 506(c), 507(a), 507(b) and 726, and shall at all times be
senior to the rights of the Debtors,  and any successor trustee or any creditor,
in the Chapter 11 Cases or any subsequent proceedings under the Bankruptcy Code.
Subject  only to the  Carve-Out,  no cost or  expense  of  administration  under
Bankruptcy Code secs.  105,  364(c)(1),  503(b),  506(c),  507(b) or  otherwise,
including  those  resulting  from the  conversion of any of the Chapter 11 Cases
pursuant to  Bankruptcy  Code ss. 1112,  shall be senior to, or PARI PASSU with,
the Superpriority Claims of the Lenders arising out of the Obligations.

                  6. As security for the Obligations, the General Administrative
Agent for the benefit of the Lenders shall have and is hereby granted (effective
upon the date of this Order and  without the  necessity  of the  recordation  of
mortgages,  security  agreements,  pledge  agreements,  financing


<PAGE>
                                                                              11


statements or otherwise),  valid and perfected  security interests in, and liens
on  (the  "LIENS"),  all  present  and  after-acquired   personal  property  and
Leaseholds  and the  Prepetition  Real Estate  Collateral  of the Debtors of any
nature  whatsoever  (provided  that the  amount  of the lien on the  Elgin  Loan
Collateral  shall  be  limited  to the  sum of (i)  the  amount  of  Elgin  Loan
Obligations repaid after the Filing Date and (ii) the amount of interest accrued
and paid on Loans used to repay the Elgin Loan Obligations,  and shall not arise
until such Elgin Loan  Obligations  shall have been repaid in full),  including,
without limitation, all cash contained in any account maintained by the Debtors,
accounts receivable,  inventory,  equipment,  vehicles, furniture,  intellectual
property, investment property,  intercompany claims, general intangibles and the
proceeds of all causes of action (other than causes of action  arising under the
Bankruptcy Code)  (collectively  with all proceeds and products of any or all of
the foregoing, including proceeds of sale of real property, the "Collateral"):

                  (a)  pursuant  to  Bankruptcy  Code  ss.  364(c)(2),  a  first
         priority,  perfected  Lien upon all of the  Debtors'  right,  title and
         interest  in,  to and  under  all  Collateral  that  is  not  otherwise
         encumbered  by a validly  perfected  security  interest  or lien on the
         Filing Date;

                  (b)  pursuant  to  Bankruptcy  Code  ss.  364(d)(1),  a  first
         priority,  senior,  priming,  perfected  Lien upon all of the  Debtors'
         right, title and interest in, to and under the Prepetition  Collateral,
         provided  that the  amount of  Obligations  secured  by the Lien on the
         Elgin Loan Collateral  shall be limited to the sum of (i) the amount of
         Elgin Loan Obligations repaid after the Filing Date and (ii) the amount
         of  interest  accrued  and paid on Loans  used to repay the Elgin  Loan
         Obligations and shall not arise until such Elgin Loan Obligations shall
         have  been  repaid in  full);  and  provided  further  that such  first
         priority,  senior, priming Lien shall be subject to all Permitted Prior
         Liens; and

                  (c)  pursuant  to  Bankruptcy  Code  ss.  364(c)(3),  a second
         priority,  junior, perfected Lien upon all of the Debtors' right, title
         and interest in, to and under all other  Collateral which is subject to
         a validly  perfected  security  interest or lien in existence as of the
         Filing Date,  or a valid lien  perfected  (but not  granted)  after the
         Filing Date to the extent such  perfection  in respect of a  pre-Filing
         Date claim is expressly permitted under the Bankruptcy Code.

Except to the extent  expressly set forth in clause (c) of this  paragraph 6 and
paragraph 7, the Liens granted  pursuant to this Order and the Loan Documents to
the General Administrative Agent for the benefit of the


<PAGE>
                                                                              12


Lenders  to secure the  Obligations  shall not be  subordinated  to or made PARI
PASSU with any other lien or security interest.

                  7. Any provision of this Order or the Credit  Agreement to the
contrary  notwithstanding,  the Liens and  Superpriority  Claims  granted to the
General  Administrative  Agent and the Lenders  pursuant to the Credit Agreement
and this Order shall be subject and subordinate to a carve-out (the "CARVE-OUT")
for (a)  following  the  occurrence  and during the  pendency of a Default or an
Event of Default  (as each such term is defined  in the Credit  Agreement),  the
payment  of  allowed  professional  fees  and  disbursements   incurred  by  the
professionals  retained,  pursuant  to Bankruptcy Code secs. 327 or 1103(a),  by
the Debtors and the Committee (and any other  statutory  committee  appointed in
the Chapter 11 Cases) and any disbursements of any member of the Committee in an
aggregate  amount  not  to  exceed  US$7,500,000  (plus  professional  fees  and
disbursements  incurred  prior to such Default or Event of Default to the extent
subsequently  awarded) and (b) quarterly fees required to be paid pursuant to 28
U.S.C. ss. 1930(a)(6) and any fees payable to the Clerk of the Bankruptcy Court;
PROVIDED,  HOWEVER,  (x) following the Termination Date, any amounts in the Cash
Collateral  Account (as defined in the Credit Agreement) shall not be subject to
the  Carve-Out  and (y) the Carve-Out  shall not include  professional  fees and
disbursements  incurred in  connection  with  asserting  any claims or causes of
action  against  the  Prepetition   Lenders  or  the  Prepetition  Agent  and/or
challenging or raising any defense to the Prepetition  Obligations,  any lien of
the Prepetition Agent or the Prepetition Lenders. As long as no Default or Event
of Default shall have occurred and be continuing, the Company and the Guarantors
shall be permitted to pay  compensation and  reimbursement of expenses,  allowed
and  payable  under  Bankruptcy  Code  secs.  330 and sec. 331,  as the same may
be payable, and the amount so paid shall not reduce the Carve-Out.

                  8.  (a) The  Debtors  are  hereby  authorized  to use the Cash
Collateral,  PROVIDED that the holders of  Prepetition  Obligations  are granted
adequate protection as hereinafter set forth.


<PAGE>
                                                                              13


                      (b) As adequate protection for any diminution in the value
of the  Prepetition  Collateral  resulting from (i) the priming  granted in this
Order and the Loan Documents  pursuant to Bankruptcy  Code ss. 364(d),  (ii) the
use of the Cash  Collateral  pursuant to Bankruptcy  Code ss. 363(c),  (iii) the
use,  sale  or  lease  of  the  Prepetition  Collateral  (other  than  the  Cash
Collateral)  pursuant to Bankruptcy  Code ss. 363(c) and (iv) the  imposition of
the automatic stay pursuant to Bankruptcy Code ss. 362(a):

                  (i) the  Prepetition  Agent  for the  ratable  benefit  of the
         holders  of  Prepetition  Obligations  shall be and  hereby is  granted
         (effective upon the date of the Interim Order and without the necessity
         of the  execution  by the Debtors of  mortgages,  security  agreements,
         pledge  agreements,  financing  statements  or  otherwise),  valid  and
         perfected,  replacement  security  interests  in,  and  liens  on  (the
         "REPLACEMENT LIENS"), all of the Debtors' right, title and interest in,
         to and under the Collateral, subject only to (x) the Carve-Out, (y) the
         Liens  granted  pursuant  to this Order and the Loan  Documents  to the
         General  Administrative Agent and the Lenders to secure the Obligations
         and (z) any validly  perfected  liens which remain senior (after giving
         effect  to  this   Order)  to  the  Liens   granted   to  the   General
         Administrative  Agent and the  Lenders  pursuant  to this Order and the
         Loan Documents;

                  (ii) the  Prepetition  Agent for the  ratable  benefit  of the
         holders of  Prepetition  Obligations  shall be and  hereby is  granted,
         pursuant to Bankruptcy Code ss. 364(c)(1), Superpriority Claims, junior
         only to (x) the Superpriority  Claims granted pursuant to this Order to
         the  General  Administrative  Agent and the  Lenders  in respect of the
         Obligations and (y) the Carve-Out;

                  (iii) on the Closing Date (as defined in the Credit Agreement)
         and  thereafter  on the last  business  day of each month,  the Debtors
         shall  reimburse the Prepetition  Agent and the Steering  Committee for
         all reasonable fees, costs and charges previously or hereafter incurred
         by the  Prepetition  Agent and the Steering  Committee  of  Prepetition
         Lenders (including without limitation, internal collateral auditing and
         monitoring   expenses  and  the  reasonable   fees  and   out-of-pocket
         disbursements of any financial consultants and outside counsel advising
         the  Prepetition  Agent and the Steering  Committee) in connection with
         the advice,  analysis,  negotiation,  enforcement and protection of the
         claims,   rights  and  interests  of  the  Prepetition  Agent  and  the
         Prepetition Lenders in the Chapter 11 Cases);

                  (iv) to the extent the Debtors shall receive Net Cash Proceeds
         (as defined in the Prepetition  Credit  Agreement) from the sale of the
         Elgin Loan Collateral,  in excess of the sum of (i) the amount of Elgin
         Loan  Obligations  repaid  after the Filing Date and (ii) the amount of
         interest  accrued  and  paid on  Loans  used to repay  the  Elgin  Loan
         Obligations,  such  excess  Net  Cash  Proceeds  shall  be  paid to the
         Prepetition   Agent  for  ratable   distribution   to  the  holders  of
         Prepetition Obligations;  and

                  (v) upon  receipt  of the  proceeds  of sale of the  remaining
         equity interest in Safety-Kleen  (Europe)  Limited,  regardless of when
         consummated,  such proceeds (the "EUROPEAN PROCEEDS")


<PAGE>
                                                                              14


         shall be added to the amounts already  received from the sale of assets
         by Safety-Kleen (Rosemount), Inc. which are currently on deposit in the
         cash collateral account  established prior to the Petition Date for the
         benefit  of the  Prepetition  Agent and the  Prepetition  Lenders  (the
         "PREPETITION  CASH COLLATERAL  ACCOUNT"),  which combined  amounts (the
         "COMBINED PROCEEDS") shall promptly be released as follows:

                                (A) an  amount  equal  to  50%  of the  Combined
                        Proceeds  shall  be   distributed  to  the   Prepetition
                        Lenders,  PRO RATA, as adequate  protection  payments on
                        account of the Prepetition Obligations;

                                (B)  an  amount  equal  to  the  lesser  of  (i)
                        $10,000,000  and (ii) the  remaining 50% of the Combined
                        Proceeds  shall be  disbursed  to the Debtors for use in
                        purchasing  or securing  performance  under  automobile,
                        liability,  workers'  compensation and similar insurance
                        coverage  previously  provided by Laidlaw,  Inc. and its
                        affiliates   (the    "REPLACEMENT    INSURANCE")    upon
                        satisfaction of the Prepetition Agent as to the need for
                        such funds;  PROVIDED,  that if the amount available for
                        disbursement  under  this  clause  (B) shall  exceed the
                        amount  needed for  Replacement  Insurance  such  excess
                        shall  be distributed  under clause (D) below;  PROVIDED
                        FURTHER,  that amounts distributed under this clause (B)
                        shall be drawn  first from the  Rosemount  Proceeds  and
                        last from the European Proceeds;

                                (C)  until  the  disbursements  contemplated  by
                        clauses   (A)  and  (aB)  above  have  been  made,   the
                        Prepetition  Agent  may  from  time  to time  debit  the
                        Prepetition  Cash  Collateral  Account in which Combined
                        Proceeds  may be  deposited,  to the extent of available
                        funds, to pay or reimburse its  out-of-pocket  expenses,
                        including,  without  limitation,  fees and  expenses  of
                        counsel,  forensic advisors and financial  advisors,  to
                        the  Prepetition  Agent  and  the  Steering   Committee,
                        subject to paragraph 8(d) of this Order;

                                (D) the balance of any Combined  Proceeds (after
                        the  disbursements  provided  for in clauses (A) and (B)
                        above or reserves therefor,  and after any disbursements
                        which may have taken place pursuant to clause (C) above)
                        shall be disbursed to the Debtors.

                  (vi) the Debtors shall deliver to the Prepetition  Agent,  for
         transmission  to the  Prepetition  Lenders,  all  historical  financial
         statements  delivered  monthly,  quarterly and annually  under the Loan
         Documents   and  all  notices  that  refer  to  any  material   adverse
         development concerning any Debtor.

                  (vii) As additional  adequate  protection  for the use of cash
         collateral, (i) the Debtors shall, on or before August 7, 2000, fulfill
         all  conditions  precedent  to  Extensions  of Credit  under the Credit
         Agreement,  as set  forth  in  subsections  6.1 and  6.2 of the  Credit
         Agreement,  except (x) as may be waived in  writing by the  Prepetition
         Agent upon  consultation  with the Steering  Committee  (y)  conditions
         requiring a Budget as to which the Debtors  shall have until August 21,
         2000,  or such  later  date as the  Prepetition  Agent may  specify  in
         writing after  consultation with the Steering Committee to fulfill such
         condition,  and (z) the condition


<PAGE>
                                                                              15


         pertaining  to approval by this Court of the  retention of Jay Alix and
         Associates  or other  firm  reasonably  acceptable  to the  Prepetition
         Agent, as to which the Debtors shall have until August 12,2000, or such
         later  date as the  Prepetition  Agent may  specify  in  writing  after
         consultation with the Steering Committee to fulfill such condition, and
         (ii)  after  August 7, 2000  during any period  when no  Extensions  of
         Credit are  outstanding,  Debtors  shall observe and perform all of the
         covenants  in the Loan  Documents  for the  benefit of the  Prepetition
         Lenders,  except  to  the  extent  waived  by  the  Prepetition  Agent;
         PROVIDED, that, for avoidance of doubt, nothing in this paragraph shall
         be  construed  to relieve  debtors of (I) the  conditions  precedent to
         Extensions of Credit before August 7, 2000 if they seek an Extension of
         Credit  prior to such date or (II)  their  obligations  to the  General
         Administrative  Agent  and the  Lenders  to  observe  and  perform  the
         covenants in the Loan Documents.

         If the  Debtors  should  fail to provide  the  Prepetition  Lenders the
         adequate  protection set forth in this paragraph (vii), the Prepetition
         Agent may,  after  consultation  with the  Steering  Committee,  upon 5
         business  days' notice to the  Company,  the  Committee  and the United
         States Trustee, terminate the Debtors' right to use cash collateral and
         take any other action or exercise  any other right or remedy  permitted
         to the  Prepetition  Agent  and/or the  Prepetition  Lenders  under the
         Prepetition Loan Documents, this Order or by operation of law.

                  (c) As  adequate  protection  for,  and to the  extent of, any
diminution in value of any interest of Bank One, NA and Wachovia  Bank,  N.A. in
the Debtors'  Cash  Collateral  under  Bankruptcy  Code sec. 363  consisting  of
balances in deposit  accounts of Bank One, NA and Wachovia Bank,  N.A. as of the
Petition  Date each of Bank One, NA and Wachovia  Bank,  N.A.  each is granted a
Superpriority  Claim pursuant to Bankruptcy Code sec. 364(c)(1) to the extent it
has valid setoff rights against the Debtors under applicable  non-bankruptcy law
and the Bankruptcy  Code,  junior only to (x) the  Superpriority  Claims granted
pursuant  to this Order to the General  Administrative  Agent and the Lenders in
respect of the  Obligations,  (y) the  Superpriority  Claims granted pursuant to
this Order to the  Prepetition  Agent for the ratable  benefit of the holders of
Prepetition Obligations, and (z) the Carve-Out.

                  (d) The  debtors  and the  Committee  shall  have the right to
review and object to the  reasonableness  of any fees and expenses paid pursuant
to paragraphs 8(b)(iii) and 8(b)(v)(C) of this


<PAGE>
                                                                              16


Order in accordance with the following  procedures:  Counsel for the Prepetition
Agent and the Steering  Committee  shall  provide to counsel for the Debtors and
the Committee,  by no later than the 15th calendar day of each month,  a request
for reimbursement of actual fees and expenses  (including  disbursements,  costs
and charges)  incurred during the preceding  calendar month. Each of the Debtors
and the  Committee shall have until the 10th  calendar day after receipt of such
request (the "REVIEW PERIOD") to object to the Debtors' payment of any such fees
and  expenses  on the basis  that such fees and  expenses  are  unreasonable  by
providing   written  notice  to  the  Debtors  and  the  party  requesting  such
reimbursement.  If no timely  objections are made with respect to any particular
request for reimbursement,  the  Debtors  shall  pay such  request  on the first
business day following the expiration of the Review Period.  If any objection is
timely made to any particular  request for  reimbursement,  such objection shall
specify the basis for which the objecting party challenges the reasonableness of
such fees or expenses  and the Debtors  shall pay within one business day of the
expiration  of the Review  Period any portion of such request  which was not the
subject  of such  objection.  If any  objection  to  reasonableness  cannot  be
resolved by the parties, the Court shall resolve such objections.

                  (e) The  Committee  reserves  its  rights,  and shall have the
right at any time prior to a  disclosure  statement  hearing  in the  Chapter 11
Cases to seek (i) a determination  by the Court that the  Prepetition  Agent and
the  Prepetition  Lenders  are  not  entitled  to  some  or all of the  adequate
protection  provided or contemplated by this order or the Interim Order and (ii)
recharacterization,  reallocation, disgorgement or other appropriate relief as a
result of any such determination.

                  9. Under the circumstances,  the adequate  protection provided
herein is reasonable and sufficient to protect the interests of the  Prepetition
Lenders.  Notwithstanding  any other  provision  hereof,  the grant of  adequate
protection to the Prepetition Agent and the Prepetition  Lenders pursuant hereto
is  without  prejudice  to  the  holders  of  Prepetition  Obligations  to  seek
modification of the grant of


<PAGE>
                                                                              17


adequate  protection  provided  hereby so as to provide  different or additional
adequate  protection,  and without  prejudice to the right of the Debtors or any
other party in interest to contest any such modification.

                  10. Except as set forth in paragraphs  6(c), 7 and 8(b) above,
the  Liens and  Replacement  Liens  shall be prior  and  senior to all liens and
encumbrances of all other secured  creditors in and to such Collateral  granted,
or arising,  after the Filing Date  (including,  without  limitation,  liens and
security interests, if any, granted in favor of any federal, state, municipal or
other  governmental  unit,  commission,  board or court for any liability of the
Debtors).  Other than the Carve-Out,  the Debtors shall not assert a claim under
Bankruptcy  Code ss.  506(c) for any costs and expenses  incurred in  connection
with the  preservation,  protection or  enhancement  of, or  realization  by the
General  Administrative Agent, the Lenders, the Prepetition Agent or the holders
of Prepetition  Obligations  upon the Collateral or the Prepetition  Collateral.
The Liens and Replacement  Liens granted pursuant to this Order shall constitute
valid  and  duly  perfected  security  interests  and  liens,  and  the  General
Administrative  Agent,  the Lenders,  the  Prepetition  Agent and the holders of
Prepetition  Obligations  shall  not be  required  to  file or  serve  financing
statements,  notices  of lien or  similar  instruments  which  otherwise  may be
required  under  federal or state law in any  jurisdiction,  or take any action,
including taking possession, to validate and perfect such security interests and
liens; and the failure by the Debtors to execute any  documentation  relating to
the Liens or Replacement  Liens shall in no way affect the validity,  perfection
or  priority  of such Liens or  Replacement  Liens.  If,  however,  the  General
Administrative  Agent  or  the  Prepetition  Agent,  in  their  respective  sole
discretion,  shall determine to file any such financing  statements,  notices of
lien or similar instruments, or to otherwise confirm perfection of such Liens or
Replacement Liens, the Debtors are directed to cooperate with and assist in such
process,  the stay imposed by  Bankruptcy  Code ss.  362(a) is hereby  lifted to
allow the filing and  recording  of a  certified  copy of this Order or any such
financing  statements,  notices  of lien or  similar  instruments,  and all such
documents  shall be deemed to have been filed or  recorded at the time of and on
the date of this Order.

                  11. As long as any portion of the Obligations  remains unpaid,
or any Loan Document remains in effect, the Debtors shall not seek, and it shall
constitute  an Event of Default (and  automatic  occurrence  of the  Termination
Date) if any of the Debtors  seek, or if there is entered,  an order  dismissing


<PAGE>
                                                                              18


any of the Chapter 11 Cases. If an order  dismissing any of the Chapter 11 Cases
under  Bankruptcy  Code ss.1112 or otherwise is at any time entered,  such order
shall provide (in accordance  with  Bankruptcy  Code ss.ss.105 and 349) that (a)
the Superiority  Claims,  Liens and Replacement  Liens granted  pursuant to this
Order to the General Administrative Agent and the Lenders and to the Prepetition
Agent and the  holders of  Prepetition  Obligations,  as the case may be,  shall
continue  in full force and effect and shall  remain  binding on all  parties in
interest  notwithstanding  such  dismissal  and  until the  Obligations  and the
obligations in respect of the adequate protection granted herein shall have been
paid and satisfied in full and (b) this Court shall retain jurisdiction,  to the
extent that it has the authority to do so,  notwithstanding such dismissal,  for
the purposes of enforcing such Superpriority Claims, Liens and Replacement Liens
and (c) if such dismissal  occurs prior to the expiration of the periods granted
to any statutory committee of unsecured creditors pursuant to decretal paragraph
16(a) of this  Order,  such  committee's  right to bring in this  Court  actions
described  in decretal  paragraph  17(a) of this Order shall  survive  until the
expiration of the last day of the period specified in 16(a)  notwithstanding the
entry of such dismissal order.

                  12. Upon the occurrence and during the continuance of an Event
of Default,  the General  Administrative  Agent,  acting at the direction of the
Required  Lenders,  may exercise  rights and remedies and take all or any of the
following actions without further modification of the automatic stay pursuant to
Bankruptcy  Code ss. 362 (which is hereby  deemed  modified  and  vacated to the
extent  necessary to permit such  exercise of rights and remedies and the taking
of such actions) or further order of or application to this Court: (a) terminate
the Commitments and thereafter cease to issue Letters of Credit or make Loans to
the Company;  (b) declare the principal of and accrued interest,  fees and other
liabilities  constituting  the  Obligations  to be due and  payable;  (c) setoff
amounts in the Concentration Account and the Cash Collateral Account (as defined
in the Credit  Agreement) or any other  accounts  maintained  with a Lender,  or
otherwise  enforce rights against any other  Collateral in the possession of the
General  Administrative Agent or any Lender; and/or (d) take any other action or
exercise any other right or remedy


<PAGE>
                                                                              19


permitted  to the General  Administrative  Agent or the  Lenders  under the Loan
Documents,  this Order or by operation of law;  PROVIDED,  HOWEVER,  the General
Administrative  Agent and the Lenders may take the actions  described in clauses
(c) or (d) above only after  providing  five business days' prior written notice
to the Company, the United States Trustee and the Committee and PROVIDED that no
order  prohibiting  such  actions  is entered  by this  Court  during  such five
business  day  period.  The  Debtors  waive any right to seek  relief  under the
Bankruptcy Code, including without limitation, under Bankruptcy Code ss. 105, to
the extent any such  relief  would in any way  restrict or impair the rights and
remedies of the General  Administrative  Agent and the Lenders set forth in this
Order and in the Loan  Documents,  PROVIDED  that such waiver shall not preclude
the Debtors from  contesting  whether a Default or Event of Default has occurred
and is then continuing.

                  13.  The  Debtors  are  authorized  to perform  all acts,  and
execute  and comply  with the terms of such  other  documents,  instruments  and
agreements  in addition  to the Loan  Documents,  as the General  Administrative
Agent  or the  Lenders  may  reasonably  require,  as  evidence  of and  for the
protection  of the  Obligations,  or which  otherwise  may be deemed  reasonably
necessary by the General  Administrative  Agent or the Lenders to effectuate the
terms and  conditions  of this Order and the Loan  Documents.  The Debtors,  the
General Administrative Agent and the Lenders are hereby authorized to implement,
in  accordance  with  the  terms  of the  Credit  Agreement,  any  modifications
(including  without  limitation,  any change in the number or composition of the
Lenders)  of the Credit  Agreement  which are not  material  and  adverse to the
Debtors without further Order of this Court.

                  14. Having been found to be extending credit,  issuing Letters
of  Credit  and  making  Loans  to  the  Debtors  in  good  faith,  the  General
Administrative Agent and the Lenders shall be entitled to the full protection of
Bankruptcy Code ss. 364(e) with respect to the Obligations and the Liens created
or  authorized  by this Order in the event that this Order or any  authorization
contained herein is stayed,  vacated,  reversed or modified on appeal. Any stay,
modification,  reversal or vacation of this Order shall


<PAGE>
                                                                              20


not  affect  the  validity  of any  obligation  of the  Debtors  to the  General
Administrative   Agent  or  the  Lenders   incurred   pursuant  to  this  Order.
Notwithstanding  any such stay,  modification,  reversal or vacation,  all Loans
made and all  Letters  of Credit  issued  pursuant  to this Order and the Credit
Agreement,  all uses of the Cash Collateral and all Obligations  incurred by the
Debtors  pursuant  hereto or the Loan  Documents  prior to written notice to the
General  Administrative Agent and the Prepetition Agent of the effective date of
such stay, modification, reversal or vacation, shall be governed in all respects
by the original  provisions  hereof and the General  Administrative  Agent,  the
Lenders,  the Prepetition Agent and the Prepetition Lenders shall be entitled to
all the rights,  privileges  and benefits,  including  without  limitation,  the
Liens, Replacement Liens and Superpriority Claims granted herein.

                  15.  The  provisions  of  this  Order  and any  actions  taken
pursuant  hereto  shall  survive  entry of any order  which may be  entered  (a)
confirming  any plan of  reorganization  in any of the Chapter 11 Cases (and the
Obligations  shall not be  discharged by the entry of any such order or pursuant
to  Bankruptcy  Code ss.  1141(d)(4),  the  Debtors  having  hereby  waived such
discharge);  (b)  converting any of the Chapter 11 Cases to a Chapter 7 case; or
(c) dismissing any of the Chapter 11 Cases, and the terms and provisions of this
Order as well as the Superpriority  Claims,  Liens and Replacement Liens granted
pursuant to this Order and the Loan  Documents  shall continue in full force and
effect  notwithstanding the entry of such order, and such Superpriority  Claims,
Liens and  Replacement  Liens shall  maintain their priority as provided by this
Order until all of the Obligations and all obligations in respect of the matters
set forth in clauses (ii) and (iii) of  paragraph  8(b) and  paragraph  8(c) are
indefeasibly paid in full and discharged.

                  16. The  findings  contained  in  paragraphs  D and E shall be
binding upon all parties in interest,  including without limitation, the Debtors
and the Committee,  unless (a) a party in interest (including without limitation
the Committee) has properly  filed an adversary  proceeding or contested  matter
(subject to the limitation set forth in the last sentence of decretal  paragraph
4) challenging the amount, validity,  enforceability,  perfection or priority of
the Prepetition  Obligations or the Prepetition Agent's liens on the


<PAGE>
                                                                              21


Prepetition  Collateral in respect thereof, or otherwise asserting any claims or
causes of action  against the  Prepetition  Agent or the holders of  Prepetition
Obligations  on behalf of the Debtors'  estates,  no later than the date that is
ninty (90) days after the date of the  appointment  of the Committee to commence
such advesary proceedings or contested matter with respect to the due execution,
authorization or perfection of the Prepetition  Agent's liens on the Prepetition
Collateral,  and (ii) 150 days after the date of  appointment  of the  Committee
with respect to any other challenge  relating to the Prepetition  Obligations or
the  Prepetition  Agent's  liens on the  Prepetition  Collateral,  or  otherwise
relating to any claims or causes of action against the Prepetition  Agent or the
holders of the Prepetition Obligations,  and (b) the Court rules in favor of the
plaintiff in any such timely filed adversary  proceeding or contested matter. If
no such adversary  proceeding or contested matter is commenced as of such dates,
the Prepetition  Obligations  shall  constitute  allowed claims,  not subject to
subordination  and  otherwise  unavoidable,  for all  purposes in the Chapter 11
Cases  and any  subsequent  Chapter 7 cases,  the  Prepetition  Agent's  and the
Prepetition Lenders' liens on the Prepetition  Collateral shall be deemed legal,
valid, binding, perfected, not subject to defense,  counterclaim,  offset of any
kind,  subordination and otherwise  unavoidable,  and the Prepetition Agent, the
Prepetition Lenders, the Prepetition Obligations and the Prepetition Agent's and
the  Prepetition  Lenders'  liens on the  Prepetition  Collateral  shall  not be
subject to any other or further  challenge  by any party in interest  seeking to
exercise the rights of the Debtors' estates,  including without limitation,  any
successor thereto.

                  17. Entry of this Order shall be without  prejudice to any and
all rights, remedies, claims and causes of action which the Prepetition Agent or
the  Prepetition  Lenders may have  against the  Debtors or third  parties,  and
without  prejudice  to the right of the  Prepetition  Agent and the  Prepetition
Lenders to seek relief from the automatic stay in effect  pursuant to Bankruptcy
Code sec. 362, or any other relief in the Chapter 11 Cases, and the right of the
Debtors to oppose any such relief. The provisions of this Order shall be binding
upon and inure to the


<PAGE>
                                                                              22


benefit of the  Agent,  the  Lenders,  the  Prepetition  Agent,  the  holders of
Prepetition  Obligations,  the  Debtors,  and their  respective  successors  and
assigns,  including any trustee or other  fiduciary  hereafter  appointed in the
Chapter  11 Cases  as a legal  representative  of the  Debtors  or the  Debtors'
estates.

                  18. Nothing in this Order or the Loan Documents  shall relieve
any Debtor of any  obligations or  responsibility  to comply with  environmental
laws enforceable against such Debtor or imposes on any Debtor any obligations to
comply with environmental laws which are not otherwise  enforceable against such
Debtor.

                  19.  Notwithstanding  any  term or  provision  of the  Interim
Order,  this  Order,  or  the  loan  Documents  to  the  contrary,  the  General
Administrative  Agent on behalf of the  Lenders,  and the  Prepetition  Agent on
behalf of the Prepetition  lenders,  shall not exercise any right or remedy with
respect to any security  interests,  liens or Superpriority  Claims on causes of
action of the Debtors against any third party  (including,  without  limitation,
affiliates  and insiders of the Debtors)  arising  directly or indirectly out of
the events relating to the Debtors' accounting irregularities publicly disclosed
in March 2000, or thereafter (collectively, the "THIRD-PARTY CAUSES OF ACTION"),
or the proceeds thereof,  unless and until the General  Administrative Agent and
the Prepetition Agent have used all commercially reasonable efforts to liquidate
all other Collateral and applied the proceeds thereof to satisfy the Obligations
and the adequate protection  obligations of the Debtors, if any, under paragraph
8 of this Order. In the event of any recovery from any of the Third-Party Causes
of Action,  the Debtors shall  deposit such proceeds in a segregated  account of
the  Debtors to be held,  and not used for  working  capital or other  corporate
purposes,  pending  the  application  of such  proceeds in  accordance  with the
provisions  hereof.  The  provisions of this  paragraph  shall be binding on the
General  Administrative  Agent,  the Lenders,  the  Prepetition  Agent,  and the
Prepetition Lenders, and their respective successors and assigns.


<PAGE>
                                                                              23


                  20. The Liens and Adequate  Protection  Liens granted pursuant
to this Order and the Loan Documents to the General Administrative Agent and the
Lenders and the Prepetition Agent and the Prepetition Lenders,  respectively, to
the extent  they  attach to a lease of  Star-Attack  ionizing  paint guns or the
proceeds and rents  therefrom  ("PAINT GUNS") under which a Debtor is the lessor
(a  "SUBLEASE"),  which Paint Guns are  subject to a purported  lease (a "MASTER
LEASE")  under  which  such  Debtor is the  purported  lessee  from AEA shall be
entitled  to payments  of any  amounts  that  become due under the Master  Lease
postpetition,  subject to Section  365(d)(10) of the Bankruptcy Code,  except to
the extent  that such  amounts  exceed the amount of the rents from the  related
Sublease(s)  during the related time period.  The foregoing  sentence  shall not
limit either the amount of any prepetition claim by AEA resulting from rejection
of the Master Lease nor the amount  required to cure a default  under the Master
Lease as a condition of  assumption of the Master  Lease.  Nothing  contained in
this Order shall be deemed to be a determination as to the  characterization  of
the  Master  Lease as a true  lease or a  disguised  secured  financing  and the
Debtors (and any representative of their estates) expressly reserve the right to
seek  such a  determination  by the  Court as to such  characterization  and any
appropriate relief relating thereto, including disgorgement of any payments made
to AEA thereunder.


                  21. Except as specifically  amended,  modified or supplemented
hereby,  all of the  provisions  of the Interim Order shall remain in full force
and effect and are  ratified  by this Order.  In the event of any  inconsistency
between the terms of this Order and the terms of the  Interim  Order or the Loan
Documents, the terms of this Order shall control.

Dated:   July 19, 2000
         Wilmington, Delaware


                                              /s/ illegible signature
                                            ------------------------------------
                                            CHIEF UNITED STATES BANKRUPTCY JUDGE




<PAGE>
                                                                       EXHIBIT G

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


               Reference  is  made  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 from time to
time parties thereto Agreement (the "LENDERS"),  TORONTO-DOMINION  BANK, HOUSTON
AGENCY,  as letter of credit issuing bank,  TORONTO DOMINION  (TEXAS),  INC., as
administrative  agent  (the  "GENERAL   ADMINISTRATIVE   AGENT"),  and  THE  CIT
GROUP/BUSINESS  CREDIT,  INC.,  as  collateral  agent  and  underwriter.  Unless
otherwise defined herein,  terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

               The Assignor identified on Schedule l hereto (the "ASSIGNOR") and
the Assignee identified on Schedule l hereto (the "ASSIGNEE") agree as follows:

               1. The  Assignor  hereby  irrevocably  sells and  assigns  to the
Assignee without recourse to the Assignor,  and the Assignee hereby  irrevocably
purchases and assumes from the Assignor without recourse to the Assignor,  as of
the  Effective  Date (as defined  below),  the interest  described in Schedule 1
hereto (the "ASSIGNED INTEREST") in and to the Assignor's rights and obligations
under the Credit Agreement with respect to those credit facilities  contained in
the Credit  Agreement  as are set forth on Schedule 1 hereto  (individually,  an
"ASSIGNED FACILITY";  collectively,  the "ASSIGNED FACILITIES"),  in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto.

               2. The  Assignor  (a) makes no  representation  or  warranty  and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations  made in or in  connection  with the  Credit  Agreement  or with
respect  to the  execution,  legality,  validity,  enforceability,  genuineness,
sufficiency  or value of the Credit  Agreement,  any other Loan  Document or any
other instrument or document  furnished  pursuant  thereto,  other than that the
Assignor has not created any adverse claim upon the interest  being  assigned by
it hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no  representation  or  warranty  and assumes no  responsibility  with
respect to the financial  condition of the Borrower,  any of its Subsidiaries or
any other obligor or the  performance or observance by the Borrower,  any of its
Subsidiaries or any other obligor of any of their respective  obligations  under
the Credit  Agreement  or any other Loan  Document  or any other  instrument  or
document furnished  pursuant hereto or thereto;  and (c) attaches any Notes held
by it  evidencing  the Assigned  Facilities  and (i)  requests  that the General
Administrative Agent, upon request by the Assignee,  exchange the attached Notes
for a new Note or Notes  payable to the  Assignee  and (ii) if the  Assignor has
retained  any  interest  in the  Assigned  Facility,  requests  that the General
Administrative Agent exchange the attached Notes for a new Note or Notes payable
to the Assignor, in each case in


<PAGE>
                                                                               2


amounts which reflect the assignment  being made hereby (and after giving effect
to any other assignments which have become effective on the Effective Date).

               3. The Assignee (a)  represents  and warrants  that it is legally
authorized to enter into this  Assignment and  Acceptance;  (b) confirms that it
has  received  a copy of the  Credit  Agreement,  together  with  copies  of the
financial statements delivered pursuant to subsection 7.1 thereof and such other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into this Assignment and  Acceptance;  (c) agrees
that it will,  independently and without reliance upon the Assignor,  the Agents
or any other Lender and based on such documents and information as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under the Credit  Agreement,  the other Loan  Documents or any
other instrument or document furnished pursuant hereto or thereto;  (d) appoints
and  authorizes  the  Agents to take such  action as agent on its  behalf and to
exercise such powers and discretion under the Credit  Agreement,  the other Loan
Documents  or any other  instrument  or document  furnished  pursuant  hereto or
thereto as are delegated to the Agents by the terms thereof,  together with such
powers as are  incidental  thereto;  and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations  which by the terms of the Credit  Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction  outside the United States,  its obligation  pursuant to subsection
4.12(b) of the Credit Agreement.

               4. The effective date of this Assignment and Acceptance  shall be
the Effective Date of Assignment  described in Schedule 1 hereto (the "EFFECTIVE
DATE").  Following the execution of this Assignment and  Acceptance,  it will be
delivered to the General Administrative Agent for acceptance by it and recording
by the General Administrative Agent pursuant to the Credit Agreement,  effective
as of the Effective  Date (which shall not,  unless  otherwise  agreed to by the
General  Administrative Agent, be earlier than five Business Days after the date
of such acceptance and recording by the General Administrative Agent).

               5.  Upon  such  acceptance  and  recording,  from and  after  the
Effective  Date,  the General  Administrative  Agent shall make all  payments in
respect of the Assigned  Interest  (including  payments of principal,  interest,
fees and other amounts) to the Assignee  whether such amounts have accrued prior
to the Effective Date or accrue  subsequent to the Effective  Date. The Assignor
and the Assignee shall make all appropriate adjustments in payments by the Agent
for periods  prior to the  Effective  Date or with respect to the making of this
assignment directly between themselves.

               6. From and after the Effective Date, (a) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan  Documents and shall be bound by the  provisions  thereof and (b) the
Assignor  shall,  to the extent  provided  in this  Assignment  and  Acceptance,
relinquish  its rights and be  released  from its  obligations  under the Credit
Agreement.

               7.  This  Assignment  and  Acceptance  shall be  governed  by and
construed in accordance with the laws of the State of New York.


<PAGE>


                                                                               3

               IN  WITNESS   WHEREOF,   the  parties  hereto  have  caused  this
Assignment  and  Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.


<PAGE>





                                   Schedule 1
                          to Assignment and Acceptance

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

      Credit                  Principal
 Facility Assigned         Amount Assigned        Commitment Percentage Assigned
------------------         ---------------        ------------------------------
                             $                                        %

[Name of Assignee]                                  [Name of Assignor]




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

Accepted:                                 Consented To:

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

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


<PAGE>

                                                                       EXHIBIT H

                         TORONTO DOMINION (TEXAS) INC.,
                     as General Administrative Agent ("TD")

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                          as Collateral Agent ("CITBC")

                           SAFETY-KLEEN SERVICES, INC.
                                 (the "Company")

                                                           August 11, 2000

                            BLOCKED ACCOUNT AGREEMENT

Bank of America
Attn:    Mr. Dale E. Dyer

Ladies and Gentlemen:

               We  refer  to  Account  Nos.   3750844212  and  8188002446   (the
"ACCOUNTS") maintained with you, Bank of America, N.A., ("Bank") by Safety-Kleen
Services, Inc. (the "COMPANY") into which certain monies,  instruments and other
property  are  deposited  from time to time.  The  Company has granted to TD, as
agent for the lenders under the Amended and Restated Debtor in Possession Credit
Agreement dated as of July 19,2000 (the "CREDIT  AGREEMENT") among  Safety-Kleen
Services,   Inc.,  the  several   lenders   parties   thereto,   TD  as  General
Administrative  Agent and CITBC as Collateral  Agent, as the same may be amended
from  time  to time  hereafter,  a  security  interest  in  certain  assets  and
properties  of the Company  including,  among other things,  the  Accounts,  the
Company's  accounts  receivable,  proceeds of pledged collateral and all monies,
instruments  and other  property  deposited  therein  and all  certificates  and
instruments,  if any  representing  or evidencing any of the foregoing.  It is a
condition to the continued  maintenance of the Accounts with Bank that it agrees
to this Agreement.

1.      By signing this Agreement,  Bank  irrevocably  agrees that from the date
        hereof the Accounts shall be subject to the exclusive joint direction of
        TD and CITBC,  and all  monies,  instruments  and other  property of the
        Company received for deposit in the


<PAGE>
                                                                               2


        Accounts shall be held  solely  in  accordance  with  the  terms of this
        Agreement.  The Accounts shall be subject to joint written  instructions
        only from TD and CITB C jointly and.  absent written notice jointly from
        TD and CITBC to the  contrary,  no officer or agent of the Company shall
        have the authority to withdraw or provide payment instructions as to any
        amounts in the Accounts or otherwise exercise any authority with respect
        to the Accounts.  Joint  instructions from TD and CITBC (or the Company,
        to the  extent  that TD and  CUBC  jointly  direct  Bank to  follow  the
        instructions  of the Company) with respect to the disposition of any and
        all money deposited in the Accounts shall be understood to refer to, and
        be effective  as to, only the  disposition  of  collected  funds and all
        funds as they become  collected and  available  funds from time to time-
        Bank  is  not  in  any  event  obligated  to  transfer   uncollected  or
        unavailable funds out of the Accounts. Bank hereby agrees to:

                       (1)    follow  its  usual  operating  procedures  for the
                              handling of any deposit received for the Accounts,
                              in accordance with its standard account  agreement
                              with   Company,   except  as   modified   by  this
                              Agreement;

                       (2)    charge the Accounts for all returned  remittances,
                              service  charges,   and  other  fees  and  charges
                              associated with this Agreement;

                       (3)    follow  its  usual  procedures  in the  event  the
                              Accounts or any remittance should be or become the
                              subject of any writ levy,  order or other  similar
                              judicial or regulatory order or process;

                       (4)    not commingle any cash or other payments deposited
                              in the Accounts with other funds; and

                       (5)    maintain a record of all checks,  deposits and any
                              and all other  remittance items deposited into the
                              Accounts  and,  in  addition,  to  provide  to the
                              Company and/or CITBC, upon request therefor,  with
                              copies of such checks and other  remittance  items
                              and  deposits  received,  as  well  as  a  monthly
                              statement  and furnish to CITBC its  regular  bank
                              statement with respect to the Accounts, subject to
                              its standard charges for such services.

2.      Unless Bank is notified by joint written  request of TD and CITBC to the
        contrary,  Bank shall transfer each Business Day, in same day funds, all
        collected and available  funds on deposit in the Accounts,  less charges
        for  returned  items  received  on the  date  of such  transfer,  to the
        following account:
                              Bank One / FCNBD
                              ABA #: 071-000-013
                              For the A/C of Safety-Kleen Services, Inc.
                              A/C #: 10-64716


<PAGE>
                                                                               3


        or such other account as may be designated by joint written  notice from
        TD and CITBC. Bank agrees that each such transfer of funds by it to said
        account shall neither comprise only part of a remittance nor reflect the
        rounding off of any funds so transferred. Funds are not available if, in
        the  reasonable  determination  of  Bank,  they are  subject  to a hold,
        dispute or legal process  preventing their withdrawal.  A "Business Day"
        is each day except Saturdays, Sundays and Bank holidays.

3.      (a)     If the balances in the Accounts are not  sufficient  to pay Bank
                for any returned  Check,  CITBC agrees to pay Bank on Demand the
                amount due bank.

        (b)     If the balances in the Accounts are not sufficient to compensate
                Bank for any fees or charges  due Bank in  connection  with this
                Agreement,  Company  agrees to pay Bank on demand the amount due
                Bank.  Company will have breached  this  Agreement if it has not
                paid Bank, within 30 days after the demand, the amount due Bank.

        (c)     Company hereby authorizes Bank, without prior notice,  from time
                to time to debit any other  account  Company  may have with Bank
                for the amount or amounts  due Bank  under  subsection  3 (a) or
                3(b).

4.      Bank  hereby  waives  and agrees not to  assert,  claim or  endeavor  to
        exercise,  and by executing  this  Agreement bars and estops itself from
        asserting, claiming or exercising, and Bank acknowledges that it has NOT
        heretofore  received a currently  effective  notice from any other party
        asserting, claiming or exercising, any right of setoff, banker's lien or
        other  purported  form of claim with  respect to the  Accounts and funds
        from time to time therein, except with respect to Bank's eight to charge
        the Accounts for any reasonable  fees and expenses,  or charge backs for
        uncollected  items  or  other  deposits,  all  in  accordance  with  its
        customary  practices and procedures.  Except for such rights, Bank shall
        have no rights in the Accounts or the funds therein.  To the extent Bank
        may ever have any such other rights,  it hereby  expressly  subordinates
        all such rights to all rights of TD and CITBC.

5.      It is expressly agreed that any and all fees and charges associated with
        the Accounts shall be payable exclusively by the Company.  Such fees and
        charges  shall be  included in the monthly  statement  furnished  to the
        Company and CITBC.  Such  statement  shall be  accompanied by supporting
        documentation  as to the fees and charges payable for such month. If the
        Company  fails to pay any such fees or charges and you cannot setoff any
        such amounts from funds in the Accounts,  CITBC shall pay same upon your
        written request.

6.      (a)     Bank may terminate  this Letter  Agreement only upon thirty (30)
                days prior written notice to that effect to the Company,  TD and
                CITBC by closing the Accounts  maintained with you and,  pending
                the  effective  date  of  such  termination,   transferring  all
                collected mid available funds, if any, in such


<PAGE>
                                                                               4


                Accounts as directed by TD and CITBC.  After the effective  date
                of any such termination, Bank shall return anything from time to
                time  received  for  deposit  in the  Accounts  marked  "account
                closed".

        (b)     Notwithstanding   subsection   6(a),  Bank  may  terminate  this
                Agreement at any 6rQe by written  notice to Company,  TD and CMC
                if any of Company, TD or CITBC breaches any of the terms of this
                Agreement.

7.      Notwithstanding   anything  contained  herein  to  the  contrary,   this
        Agreement shall  terminate on such date as (i) the Credit  Agreement has
        terminated in accordance  with its terms and (ii) all obligations of the
        Company or any of its affiliates  thereunder have been indefeasibly paid
        in full. TD and CITBC shall notify Bank promptly in writing upon payment
        n full of Company's obligations,

8.      (a)     Bank will not be liable to Company, TD or CITBC for any expense,
                claim,  loss,  damage  or  cost  ("Damages")  arising  out of or
                relating to its performance  under this Agreement other d= those
                Damages  which  result  directly  from  its  acts  or  omissions
                constituting negligence.

        (b)     In no event  will  Bank be  liable  for any  special,  indirect,
                exemplary or consequential damages, including but not limited to
                lost profits.

        (c)     Bank will be excused from failing to act or delay in acting, and
                no such  failure  or delay  shall  constitute  a breach  of this
                Agreement or otherwise  give rise to any  liability of Bank,  if
                (i) such  failure  or delay is  caused by  circumstances  beyond
                Bank's  reasonable  control,  including but not limited to legal
                constraint,   emergency   conditions,   action  or  inaction  of
                governmental, civil or military authority, fire, strike, lockout
                or other labor dispute,  war, riot, theft, flood,  earthquake or
                other natural disaster, breakdown of public or private or common
                carrier  communications  or transmission  facilities,  equipment
                failure,  or act,  negligence or default of Company, TD or CITBC
                or (ii) such failure or delay  resulted  from Bank's  reasonable
                belief that the action would have violated any  guideline,  rule
                or regulation of any governmental authority.

9.      Company shall indemnify Bank against, and hold it harmless from, any and
        all  liabilities,  claims,  costs,  expenses  and  damages of any nature
        (including but not limited to allocated  costs of staff  counsel,  other
        reasonable  attorney's  fees  and any  fees  and  expenses  incurred  in
        enforcing  this  Agreement)  in any way  arising  out of or  relating to
        disputes or legal actions concerning this Agreement,  or any Check. This
        section does not apply to any cost or damage  attributable  to the gross
        negligence  or  intentional  misconduct of Bank.  Company's  obligations
        under this section shall survive termination of this Agreement.

10.     Company  agrees to pay to Bank,  upon  receipt  of Bank's  invoice,  all
        reasonable  costs,  expenses and attorneys'  fees  (including  allocated
        costs for in-house legal  services)  incurred by Bank in connection with
        the enforcement of this Agreement and any


<PAGE>
                                                                               5


        instrument or agreement required hereunder, including but not limited to
        any such costs,  expenses and fees arising out of the  resolution of any
        conflict,  dispute,  motion regarding entitlement to rights or rights of
        action.  Company agrees to pay Bank, upon receipt of Bank's invoice, all
        reasonable  costs,  expenses and attorneys'  fees  (including  allocated
        costs for in-house legal  services)  incurred by Bank in the preparation
        and administration of this Agreement (including any amendments hereto or
        instruments or agreements required hereunder).

11.     This Agreement may be amended only by a writing  signed by Company,  TD,
        CITBC and Bank; except that Bank's charges are subject to change by Bank
        upon 30 days' prior written notice to Company.

12.     This Agreement may be executed in  counterparts;  all such  counterparts
        shall constitute but one and the same agreement.

13.     Any written notice or other written communication to be given under this
        Agreement  shall be  addressed to each party at its address set forth on
        the signature page of this Agreement or to such other address as a party
        may specify in writing.  Except as otherwise  expressly provided herein,
        any such notice shall be effective upon receipts

14.     This  Agreement  controls  in the  event of any  conflict  between  this
        Agreement  and any other  document  or written or oral  statement.  This
        Agreement  supersedes  all prior  understandings,  writings,  proposals,
        representations  and  communications,  oral  or  written,  of any  party
        relating to the subject matter hereof.

15.     Nothing  contained in the Agreement shall create any agency,  fiduciary,
        joint venture or partnership  relationship between Bank and TD, CITBC or
        Company.

               This Letter  Agreement  shall be governed  by, and  construed  in
accordance with, the laws of the State of New York.

                                 Sincerely,

                                 SAFETY-KLEEN SERVICES, INC.


                                 By: /S/ Henry H. Taylor
                                     ---------------------------------
                                     Title:  President

                                 Address for notices

                                 SAFETY-KLEEN SERVICES, INC.
                                 ATTENTION KAHN D. HOBBS
                                 1301 GERVAIS ST. SUITE 300, COLUMBIA, SC 29201
                                 FAX:   803-933-4346


<PAGE>
                                                                               6


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

                                 By: /s/ Mark J. Long
                                     ---------------------------------
                                     Title:  Vice President

                                 Address for Notices

                                 -------------------------------------

                                 -------------------------------------

                                 -------------------------------------


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

                                 By: /s/ Illegible signature
                                     ---------------------------------
                                     Title:

                                 Address for Notices

                                 -------------------------------------

                                 -------------------------------------

                                 -------------------------------------


Acknowledged and Agreed To as the date first above written:

Bank of America, N.A.


By:  /s/ Dale E. Dyer
     --------------------------------
     Title:  Vice President

Address for Notices

-------------------------------------

-------------------------------------

-------------------------------------
<PAGE>

                                                                       EXHIBIT H

                         TORONTO DOMINION (TEXAS) INC.,
                     As General Administrative Agent ("TD")


                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                          As collateral Agent ("CITBC")

                           SAFETY-KLEEN SYSTEMS, INC.
                                  The "Company"

                                                               August 11, 2000

                            BLOCKED ACCOUNT AGREEMENT

Bank One / FCNBD
Attn: Richard Babcock
1 Bank One Plaza
Chicago, Illinois 60670

Ladies and Gentlemen:

               We refer to Account No. 10-35872 (the "ACCOUNT")  maintained with
you by  Safety-Kleen  Services,  Inc. (the "Company") into which certain monies,
instruments  and other property are deposited from time to time. The Company has
granted to TD, as agent for the lenders under the Amended and Restated Debtor in
Possession  Credit  Agreement dated as of July 19,2000 (the "CREDIT  AGREEMENT")
among Safety-Kleen  Services,  Inc., the several lenders parties thereto,  TD as
General  Administrative  Agent and CITBC as Collateral Agent, as the same may be
amended from time to time hereafter,  a security  interest in certain assets and
properties  of the Company  including,  among other  things,  the  Account,  the
company's  accounts  receivable,  proceeds of pledged collateral and all monies,
instruments  and other  property  deposited  therein  and all  certificates  and
instruments,  if any  representing  or evidencing any of the foregoing.  It is a
condition to the continued maintenance of the Account with you that you agree to
this Letter Agreement.

1.      By signing this Letter  Agreement,  you irrevocably  agree that from the
        date hereof the Account shall be subject to the  exclusive  direction of
        TD and CITBC,  and all  monies,  instruments  and other  property of the
        Company  received  for  deposit in the  Account  shall be held solely in
        accordance  with  the  terms of this  agreement.  The  Account  shall be
        subject  to  written  instructions  only from TD and CITBC  and,  absent
        written notice from TD and CITBC to the contrary, no officer or agent of
        the Company shall have


<PAGE>


        the  authority  to withdraw or provide  payment  instructions  as to any
        amounts in the Account or otherwise  exercise any authority with respect
        to the Account.  Instructions from TD and CITBC (or the Company,  to the
        extent that TD and CITBC  direct you to follow the  instructions  of the
        Company) with respect to the  disposition of any and all money deposited
        in the Account  shall be understood to refer to, and be effective as to,
        only the  collected  funds  from time to time;  you are not in any event
        obligated to transfer  uncollected funds out of the Account.  You hereby
        agree to:

              (a)     follow your usual operating procedures for the handling of
                      any  remittance  received  in the  Account  that  contains
                      restrictive  endorsements  or  irregularities  such  as  a
                      variance  between  the  Written  and  numerical   amounts,
                      undated or postdated items,  missing signature,  incorrect
                      payee, etc.;

              (b)     endorse and process,  in  accordance  with your  customary
                      collection  procedures,  all  eligible  checks  and  other
                      remittance  items (not covered by subparagragh  (a) above)
                      you receive for deposit into the Account from  third-party
                      remitters  and deposit  such  checks and other  remittance
                      items in the Accounts;

              (c)     not commingle  any cash or other payments deposited in the
                      Account with other funds; and

              (d)     maintain a record of all checks,  deposits and any and all
                      other  remittance items deposited into the Account and, in
                      additions,  to provide to the  Company  and/or  CITBC your
                      regular  bank  statement  with  respect  to  the  Account,
                      subject to your standard charges for such services.

2.      Unless you are notified by joint written  request of TD and CITBC to the
        contrary,  you shall transfer daily, in available  funds,  all collected
        funds on deposit in the Account No. 10-35872,  less charges for returned
        item received on the date of such transfer, to the following account:


<PAGE>


                           Bank One/ FCNBD
                           ABA # 071-000-013
                           For the A/C for Safety-Kleen Services, Inc.
                           A/C #: 10-64716

        or such other account as may be designated by joint written  notice from
        TD and CITBC.  You agree that each such transfer of funds by you to said
        account shall neither comprise only part of a remittance nor reflect the
        rounding off of any funds so transferred.

3.      Alternatively,  absent  joint  written  notice  from TD and CITBC to the
        contrary,   Company   may   initiate   transfers   of   funds   to   the
        above-referenced account.

4.      You hereby waive and agree not to assert, claim or endeavor to exercise,
        and by  executing  this Letter  Agreement  bar and estop  yourself  from
        asserting, claiming or exercising, and you acknowledge that you have not
        heretofore received a notice from any other party asserting, claiming or
        exercising,  and right of setoff,  banker's lien or other purported form
        of claim  with  respect  to the  Account  and  funds  from  time to time
        therein, except with respect to your right to charge the Account for any
        reasonable  fees and  expenses,  or charge  backs  with  your  customary
        practices and procedures. Except for such therein, to the extent you may
        ever have any such other rights,  you hereby  expressly  subordinate all
        such right to all rights of TD and CITBC.

5.      It is expressly agreed that any and all fees and charges associated with
        the Account shall be payable  exclusively by the Company.  Such fees and
        charges  shall be  included in the monthly  statement  furnished  to the
        Company and CITBC.  Such to the fees and charges payable for such month.
        If the Company  fails to pay any such fees or  charges,  you may get off
        any such amounts from funds in the  Account.  If there are  insufficient
        funds in the Account. CITBC shall pay same upon your written request.

6.      You may  terminate  this  Letter  Agreement  only upon thirty (30) days'
        prior  written  notice to that  effect to the  Company,  TD and CITBC by
        canceling  the Account  maintained  with you and,  pending the effective
        date of such


<PAGE>


        termination,  transferring  all funds as they become collected funds, if
        any, in such  Account as directed by TD and CITBC.  After the  effective
        date of any such  termination,  you shall  nonetheless  remain obligated
        promptly to transfer  anything from time to time received in the Account
        including,  but not  Limited to, and funds  received  for deposit in the
        Account as they become  collected  funds,  pursuant to the directions of
        the Company of CITBC, as then applicable.

7.      Notwithstanding  anything contained herein to the contrary,  this Letter
        Agreement shall  terminate on such date as (i) the Credit  Agreement has
        terminated in accordance  with its terms and (ii) all obligations of the
        Company or any of its affiliates  thereunder have been indefeasibly paid
        in full.

8.      You will be  liable  only for  direct  damages  in the event you fail to
        exercise  ordinary care. You shall be deemed to have exercised  ordinary
        care if your  action or failure  to act is in  conformity  with  general
        banking usages or is otherwise a commercially reasonable practice of the
        banking industry.  You shall not be liable for any special,  indirect or
        consequential  damages, even if you have been advised of the possibility
        of these damages.

9.      The parties  acknowledge that you may assign or transfer your rights and
        obligations   hereunder  to  a  wholly-owned   subsidiary  of  Bank  One
        Corporation.

10.     The Company agrees to indemnify you for, and hold you harmless from, all
        claims, damages, losses, liabilities and expenses,  including legal fees
        and expenses,  resulting  from or with respect to this Letter  Agreement
        and the  administration  and maintenance of the Account and the services
        provided hereunder, including, without limitation: (a) any action taken,
        or not taken,  by you in regard thereto in accordance  with the terms of
        this Letter Agreement,  (b) the breach of any representation or warranty
        made by the Company  pursuant to this  Letter  Agreement,  (c) any item,
        including,  without limitation, any automated clearinghouse transaction,
        which is returned for any reason,  and (d) any failure of the Company to
        pay any invoice or charge to you for  services in respect to this Letter
        Agreement  and the  Account or any amount  owing to you from the Company
        with respect thereto or to the service provided hereunder.


<PAGE>



THIS LETTER  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS.

Sincerely,

Safety-Kleen Systems, Inc.


By:   /s/  Henry H. Taylor
     ----------------------------
     Name:  Henry H. Taylor
     Title:    President

The CIT Group/Business Credit, Inc., as Collateral Agent

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

Toronto Dominion (Texas), Inc. as General Administrative
Agent.

By:  /s/  Illegible signature
     ----------------------------
     Name:
     Title:


Acknowledged and Agreed To
   as the date first above
   written:

Bank One N.A.


By:  /s/ Richard BabcocK
     ----------------------------
     Title:   Vice President

<PAGE>

                                                                       EXHIBIT H

                         TORONTO DOMINION (TEXAS) INC.,
                     as General Administrative Agent ("TD")

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                          as collateral Agent ("CITBC")

                           SAFETY-KLEEN SERVICES, INC.
                                  The "Company"

                                                             August 11, 2000

                            BLOCKED ACCOUNT AGREEMENT

Bank One / FCNBD
Attn: Richard Babcock
1 Bank One Plaza
Chicago, Illinois 60670

Ladies and Gentlemen:

               We refer to Account No. 10-64716 (the "ACCOUNT")  maintained with
you by  Safety-Kleen  Services,  Inc. (the "COMPANY") into which certain monies,
instruments  and other property are deposited from time to time. The Company has
granted to TD, as agent for the lenders under the Amended and Restated Debtor in
Possession  Credit  Agreement dated as of July 19,2000 (the "Credit  Agreement")
among Safety-Kleen  Services,  Inc., the several lenders parties thereto,  TD as
General  Administrative  Agent and CITBC as Collateral Agent, as the same may be
amended from time to time hereafter,  a security  interest in certain assets and
properties  of the Company  including,  among other  things,  the  Account,  the
company's  accounts  receivable,  proceeds of pledged collateral and all monies,
instruments  and other  property  deposited  therein  and all  certificates  and
instruments,  if any  representing  or evidencing any of the foregoing.  It is a
condition to the continued maintenance of the Account with you that you agree to
this Letter Agreement.

1.      By signing this Letter  Agreement,  you irrevocably  agree that from the
        date hereof the Account shall be subject to the  exclusive  direction of
        TD and CITBC,  and all  monies,  instruments  and other  property of the
        Company  received  for  deposit in the  Account  shall be held solely in
        accordance  with  the  terms of this  agreement.  The  Account  shall be
        subject  to  written  instructions  only from TD and CITBC  and,  absent
        written notice from TD and CITBC to the contrary, no officer or agent of
        the Company  shall have the  authority  to  withdraw or provide  payment
        instructions as to any amounts in the Account or otherwise  exercise any
        authority  with respect to


<PAGE>


        the  Account.  Instructions  from TD and CITBC (or the  Company,  to the
        extent that TD and CITBC  direct you to follow the  instructions  of the
        Company) with respect to the  disposition of any and all money deposited
        in the Account  shall be understood to refer to, and be effective as to,
        only the  collected  funds  from time to time;  you are not in any event
        obligated to transfer  uncollected funds out of the Account.  You hereby
        agree to:

                (a)     follow your usual operating  procedures for the handling
                        of any remittance  received in the Account that contains
                        restrictive  endorsements  or  irregularities  such as a
                        variance  between  the Written  and  numerical  amounts,
                        undated or postdated items, missing signature, incorrect
                        payee, etc.;

                (b)     endorse and process,  in accordance  with your customary
                        collection  procedures,  all  eligible  checks and other
                        remittance items (not covered by subparagragh (a) above)
                        you   receive  for   deposit   into  the  Account   from
                        third-party  remitters and deposit such checks and other
                        remittance items in the accounts;

                (c)     not  commingle any cash or other  payments  deposited in
                        the Account with other funds; and

                (d)     maintain a record of all  checks,  deposits  and any and
                        all other  remittance  items  deposited into the Account
                        and,  in  additions,  to provide to the  Company  and/or
                        CITBC your  regular bank  statement  with respect to the
                        Account,  subject  to your  standard  charges  for  such
                        services.

2.      Promptly  upon the joint  written  request  of TD and  CITBC,  you shall
        transfer  daily, in available  funds,  all collected funds on deposit in
        the Account No.  10-64716,  less charges for returned  items received on
        the date of such transfer, to an account maintained with CITBC at:

                             The Chase Manhattan Bank
                             ABA #: 021 000 021
                             For the A/C of CITBC
                             A/C #: To be provided in writing by CITBC

        or such other account as may be designated by joint written  notice from
        TD and  CITBC.  In  order to  enable  CITBC to  properly  reconcile  the
        Company's records,  you agree that each such transfer of funds by you to
        said  account  shall  neither  comprise  only part of a  remittance  nor
        reflect the rounding off of any funds so transferred.


<PAGE>


3.      Alternatively,  absent  joint  written  notice  from TD and CITBC to the
        contrary,  Company may initiate transfers of funds to CITBC's account at
        The Chase Manhattan Bank through ACH.

4.      The automatic  daily  transfer of funds referred to in Paragraph 2 above
        may be  suspended  upon joint  written  request  from TD,  CITBC and the
        Borrower.  Notwithstanding the foregoing,  such transfers may be resumed
        at any time and from time to time by joint  written  notice  from TD and
        CITBC as provided in Paragraph 2.

5.      You hereby waive and agree not to assert, claim or endeavor to exercise,
        and by  executing  this Letter  Agreement  bar and estop  yourself  from
        asserting, claiming or exercising, and you acknowledge that you have not
        heretofore received a notice from any other party asserting, claiming or
        exercising,  and right of setoff,  banker's lien or other purported form
        of claim  with  respect  to the  Account  and  funds  from  time to time
        therein, except with respect to your right to charge the Account for any
        reasonable  fees and  expenses,  or charge  backs  with  your  customary
        practices and procedures. Except for such therein, to the extent you may
        ever have any such other rights,  you hereby  expressly  subordinate all
        such right to all rights of TD and CITBC.

6.      It is expressly agreed that any and all fees and charges associated with
        the Account shall be payable  exclusively by the Company.  Such fees and
        charges  shall be  included in the monthly  statement  furnished  to the
        Company and CITBC.  Such to the fees and charges payable for such month.
        If the Company  fails to pay any such fees or  charges,  you may get off
        any such amounts from funds in the  Account.  If there are  insufficient
        funds in the Account. CITBC shall pay same upon your written request.

7.      You may  terminate  this  Letter  Agreement  only upon thirty (30) days'
        prior  written  notice to that  effect to the  Company,  TD and CITBC by
        canceling  the Account  maintained  with you and,  pending the effective
        date  of  such  termination,  transferring  all  funds  as  they  become
        collected  funds,  if any, in such  Account as directed by TD and CITBC.
        After the effective date of any such termination,  you shall nonetheless
        remain  obligated  promptly  to  transfer  anything  from  time  to time
        received  in the  Account  including,  but not  Limited  to,  and  funds
        received  for  deposit in the Account as they  become  collected  funds,
        pursuant to the directions of the Company of CITBC, as then applicable.

8.      Notwithstanding  anything contained herein to the contrary,  this Letter
        Agreement shall  terminate on such date as (i) the Credit  Agreement has
        terminated in accordance with its terms


<PAGE>


        and  (ii)  all  obligations  of the  Company  or  any of its  affiliates
        thereunder have been indefeasibly paid in full.

9.      You will be  liable  only for  direct  damages  in the event you fail to
        exercise  ordinary care. You shall be deemed to have exercised  ordinary
        care if your  action or failure  to act is in  conformity  with  general
        banking usages or is otherwise a commercially reasonable practice of the
        banking industry.  You shall not be liable for any special,  indirect or
        consequential  damages, even if you have been advised of the possibility
        of these damages.

10.     The parties  acknowledge that you may assign or transfer your rights and
        obligations   hereunder  to  a  wholly-owned   subsidiary  of  Bank  One
        Corporation.

11.     The Company Agrees to indemnify you for, and hold you harmless from, all
        claims, damages, losses, liabilities and expenses,  including legal fees
        and expenses,  resulting  from or with respect to this Letter  Agreement
        and the  administration  and maintenance of the Account and the services
        provided hereunder, including, without limitation: (a) any action taken,
        or not taken,  by you in regard thereto in accordance  with the terms of
        this Letter Agreement,  (b) the breach of any representation or warranty
        made by the Company  pursuant to this  Letter  Agreement,  (c) any item,
        including,  without limitation, any automated clearinghouse transaction,
        which is returned for any reason,  and (d) any failure of the Company to
        pay any invoice or charge to you for  services in respect to this Letter
        Agreement  and the  Account or any amount  owing to you from the Company
        with respect thereto or to the service provided hereunder.

THIS LETTER  AGREEMENT AND THE RIGHTS AND  OBLIGATINS  OF THE PARTIES  HEREUNDER
WILL BE GOVERENED BY AND CONTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STAT OF ILLINOIS.

Sincerely,

Safety-Kleen Services, Inc.


By: /s/  Henry H. Taylor
    ---------------------------------
    Name:  Henry H. Taylor
    Title: President

The CIT Group/Business Credit, Inc., as Collateral Agent

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


<PAGE>



Toronto Dominion (Texas), Inc. as General Administrative Agent.

By: /s/  Illegible signature
    --------------------------------
Name:
Title:


Acknowledged and Agreed To
   as the date first above
   written:

Bank One N.A.


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

<PAGE>

                                                                      EXHIBIT H

                         TORONTO DOMINION (TEXAS) INC.,
                     as General Administrative Agent ("TD")

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                          as Collateral Agent ("CITBC")

                            SAFETY-KLEEN SYSTEMS, INC
                                 (the "Company")

                                                           August 14, 2000


                            BLOCKED ACCOUNT AGREEMENT

      The Northern Trust Company
      Attn: Don Dabisch
      50 South LaSalle Street
      Chicago, IL 60675

      Ladies and Gentlemen:

               We refer to Account No. 99740 (the "ACCOUNT") maintained with you
by  SAFETY-KLEEN  SYSTEMS,  INC  (the  "COMPANY")  into  which  certain  monies,
instruments  and other property are deposited from time to time. The Company has
granted to TD, as agent for the lenders under the Amended and Restated Debtor in
Possession  Credit Agreement dated as of July 19, 2000 (the "CREDIT  AGREEMENT")
among Safety-Kleen  Services,  Inc., the several lenders parties thereto,  TD as
General  Administrative  Agent and CITBC as Collateral Agent, as the same may be
amended from time to time hereafter,  a security  interest in certain assets and
properties  of the Company  including,  among other  things,  the  Account,  the
Company's  accounts  receivable,  proceeds of pledged collateral and all monies,
instruments  and other  property  deposited  therein  and all  certificates  and
instruments if any representing or evidencing any of the foregoing.

1.      By signing this Letter  Agreement,  you irrevocably  agree that from the
        date hereof the Account shall be subject to the  exclusive  direction of
        TD and CITBC,  and all  monies,  instruments  and other  property of the
        Company  received  for  deposit in the  Account  shall be held solely in
        accordance  with  the  terms of this  agreement.  The  Account  shall be
        subject to joint written instructions only from TD and CITBC and, absent
        joint written  notice from TD and CITBC to the  contrary,  no officer or
        agent of the  Company  shall have the  authority  to withdraw or provide
        payment  instructions  as to any  amounts in the  Account  or  otherwise
        exercise  any  authority  with  respect to the  Account.  Joint  written
        instructions  from TD and CITBC (or the  Company,  to the extent that TD
        and CITBC direct you to follow the  instructions  of the  Company)  with
        respect to the disposition of any and all money deposited in the Account
        shall be understood to refer to, and be


<PAGE>


                                                                               2

        effective as to, only the  disposition of collected  funds and all funds
        as they  become  collected  funds from time to time;  you are not in any
        event obligated to transfer  uncollected  funds Out of the Account.  You
        hereby agree to:

                (1)     follow your usual  operating  procedures for the handing
                        of any remittance  received in the Account that contains
                        restrictive  endorsements  or  irregularities  such as a
                        variance  between  the written  and  numerical  amounts,
                        undated or postdated items, missing signature, incorrect
                        payee, etc.;

                (2)     indorse and process,  in accordance  with your customary
                        collection  procedures,  all  eligible  checks and other
                        remittance items (not covered by subparagraph (a) above)
                        you   receive  for   deposit   into  the  Account   from
                        third-party  remitters and deposit such checks and other
                        remittance items in the Account;

                (3)     not  commingle any cash or other  payments  deposited in
                        the Account with other funds; and

                (4)     maintain a record of all  checks,  deposits  and any and
                        all other  remittance  items  deposited into the Account
                        and,  in  additions,  to provide to the  Company  and/or
                        CITBC, upon request therefor,  photostats of such checks
                        and other  remittance  items and deposits  received,  as
                        well as a monthly  statement,  and furnish to CITBC your
                        regular  bank  statement  with  respect to the  Account,
                        subject to your standard charges for such services.

2.      Unless you are notified by joint written  request of TD and CITBC to the
        contrary,  you shall transfer  daily,  in same day funds,  all collected
        funds on deposit in the Account No.  99740,  less  charges for  returned
        items received on the date of such transfer, to the following account:

                         Bank One / FCNBD
                         ABA #: 071-000-013
                         For the A/C of the Company: Safety-Kleen Services, Inc.
                         A/C #: 10-64716

        or such other account as may be designated by joint written  notice from
        TD and CITBC.  You agree that each such transfer of funds by you to said
        account shall neither comprise only part of a remittance nor reflect the
        rounding off of any funds so transferred.

3       Alternatively,  absent  joint  written  notice  from TD and  CIBC to the
        contrary,   Company   may   initiate   transfers   of   funds   to   the
        above-referenced account.


<PAGE>


                                                                               3

4.      You hereby waive and agree not to assert, claim or endeavor to exercise,
        and by  executing  this Letter  Agreement  bar and estop  yourself  from
        asserting, claiming or exercising, and you acknowledge that you have not
        heretofore received a notice from any other party asserting, claiming or
        exercising,  any right of setoff,  banker's lien or other purported form
        of claim  with  respect  to the  Account  and  funds  from  time to time
        therein, except with respect to Your right to charge the Account for any
        reasonable fees and expenses,  or charge backs for uncollected  items or
        other  deposits,  all in accordance  with your  customary  Practices and
        procedures.  Except  for such  rights,  you shall  have no rights in the
        Account or the funds  therein.  To the extent you may ever have any such
        other rights,  you hereby  expressly  subordinate all such rights to all
        rights of TD and CITBC.

5.      It is expressly agreed that any and all fees and charges associated with
        the Account shall be payable  exclusively by the Company.  Such fees and
        charges  shall be  included in the monthly  statement  furnished  to the
        Company and CITBC.  Such  statement  shall be  accompanied by supporting
        documentation  as to the fees and charges payable for such month. If the
        Company  fails to pay any such fees or charges and you cannot setoff any
        such amounts  from funds in the Account,  CITBC shall pay same upon your
        written request.

6.      You may terminate this Letter Agreement only upon thirty (30) days prior
        written notice to that effect to the Company,  TD and CITBC by canceling
        the Account  maintained with you and, pending the effective date of such
        termination,  transferring  all funds as they become collected funds, if
        any, in such  Account as directed by TD and CITBC.  After the  effective
        date of any such  termination,  you shall  nonetheless  remain obligated
        promptly to transfer  anything from time to time received in the Account
        including,  but not  limited to, any funds  received  for deposit in the
        Account as they become  collected  funds,  pursuant to the directions of
        the Company or CITBC, as then applicable.

7.      Notwithstanding  anything contained herein to the contrary, for a period
        not to exceed 75 days from the date hereof,  the Borrower may direct you
        to transfer,  and you are hereby  authorized  to  transfer,  any amounts
        owing  by the  Borrower  in  respect  of  sales  and  use  taxes  to the
        appropriate taxing authorities in accordance with existing arrangements.

8.      Notwithstanding  anything contained herein to the contrary,  this Letter
        Agreement shall  terminate on such date as (i) the Credit  Agreement has
        terminated in accordance  with its terms and (ii) all obligations of the
        Company or any of its affiliates  thereunder have been indefeasibly paid
        in full.


<PAGE>


                                                                               4


               This Letter  Agreement  shall be governed  by, and  construed  in
accordance with, the laws of the State of New York.

                                        Sincerely,

                                        SAFETY-KLEEN SYSTEMS, INC.


                                        By:  /s/Henry H. Taylor
                                             -----------------------------
                                             Title: President

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

                                        By:  /s/ Mark J. Long
                                             -----------------------------
                                             Title:  Vice President

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

                                        By:  /s/ Illegible signature
                                             -----------------------------
                                             Title:



Acknowledged and Agreed To
  as the date first above
  written:

THE NORTHERN TRUST


By:  /s/ Donald D. Dabisch
     -------------------------------
     Title: Vice President

<PAGE>

                              NOTICE OF ASSIGNMENT

Wachovia Bank, N.A.
Mr. Donald E. Sellers
1401 Main Street, Suite 705
Columbia, SC 29226

Gentlemen:

               Reference is made to the account at your  institution in the name
of Safety-Kleen Services, Inc. (the "BORROWER"),  account number 320652738,  and
bearing the name Safety-Kleen  Services,  Inc., together with all sums now or in
the future in such account (collectively, the ACCOUNT). The Borrower has granted
to Toronto Dominion  (Texas),  Inc.  ("TD"),  as agent for the lenders under 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 the  Borrower,  the  several  lenders  parties  thereto,  TD,  as  general
administrative  agent  and The CIT  Group/Business  Credit,  Inc.  ("CITBC")  as
collateral  agent,  a security  interest in certain assets and properties of the
Borrower  including,  among other  things,  the Account,  the Borrower  accounts
receivable, proceeds of pledged collateral and all monies, instruments and other
property  deposited in the Account and all certificates and instruments,  if any
representing  or  evidencing  any of the  foregoing.  It is a  condition  to the
continued  maintenance  of the  Account  with you that you agree to the terms of
this agreement


               Unless you are notified to the contrary by joint written  request
of TD and CITBC,  you shall,  without need for any further  inquiry to any other
party,  transfer daily, in same day funds, all collected Binds on deposit in the
Account less charges for returned  items  received on the date of such transfer,
to the following account:

                         Bank One / FCNBD
                         ABA #: 071-000-013
                         For the A/C of Safety-Kleen Services, Inc.
                         A/C #: 10-64716

or such other account as may be  designated by joint written  notice from TD and
CITBC.  You agree that each such  transfer of funds by you to said account shall
neither  comprise only part of a remittance  nor reflect the rounding off of any
funds so transferred. All joint notifications and instructions from TD and CITBC
shall be  reasonable,  must be received by -you and you shall have a  reasonable
time to  comply  with  such  instructions  which  shall be not less than two (2)
business days  exclusive of the day that actual notice is received by you in the
manner specified herein.

                You agree that all amounts on deposit in the Account will not be
subject to deduction,  setoff, bankers lien or other right in your favor, except
that you retain (a) the right to


<PAGE>


                                                                               2

charge-back  against the Account  the face  amount of any item  deposited  in or
credited to the Account which is subsequently returned for any reason, the right
to charge the Account for your customary charges for the  administration of such
Account  or other  fees or  charges  due and  payable  in  connection  with such
Account,  and the right to charge the Account  for any  erroneous  crediting  of
funds by you to such Account,  (b) the right to retain a minimum  balance in the
Account of $300,000 (the "RESERVE") with respect to such to be applied by you in
respect of any amounts specified in clause (a) of this paragraph for which there
are not otherwise sufficient collected funds in the Account (c) in the event the
Account is closed  pursuant to a written  notice of the Agent  specified  in the
preceding  paragraph,  the  right to  retain  all  amounts  (to the  extent  not
prohibited  by  applicable  law) with  respect to such  Account  (including  the
Reserve  with respect to such  Account)  for a period of fourteen  days from the
date such  Account  is closed,  to be  applied by you in respect of any  amounts
specified in clause (a) of this paragraph,  (d) the adequate protection provided
to you in  decretal  paragraph  8(c) of the Final  Order,  and (e) any  security
interest  to which you are  entitled  pursuant  to Section  4-208 of the Uniform
Commercial Code as in effect in South Carolina.

               The Borrower,  TD and CITBC hereby grant you an irrevocable power
of  attorney,   coupled  with  an  interest,  to  endorse  all  checks,  drafts,
remittances and receipts of every kind and nature (collectively ITEMS) deposited
in the Account. We request you endorse such Items, provided such remittances are
payable to "Safety-Kleen Services, Inc.", or any reasonable variation thereof as
follows:  "For deposit to Account".  The Borrower  agrees that such  endorsement
shall constitute the proper endorsement of the Borrower.  We understand that you
do not warrant any endorsements.

               You may terminate  this  agreement upon not less than thirty (30)
days  prior  written  notice  to that  effect to -the  Company,  TD and CITBC by
canceling the Account  maintained  with you and,  pending the effective  date of
such termination, transferring all funds as they become collected funds, if any,
in such Account as in accordance with the terms hereof or as otherwise  directed
by joint written notice from TD and CITBC.  After the effective date of any such
termination,  you  shall  nonetheless  remain  obligated  to  promptly  transfer
anything  from time to time received in the Account  including,  but not limited
to, any funds  received  for  deposit in the  Account as they  become  collected
funds, pursuant joint written notice from TD and CITBC.

               You are  authorized  to supply TD,  CIT13C and the  Lenders  upon
TD's,  CITBC's or the Lender's  request  with copies of all written  agreements,
balances,  written notices,  account  information and procedures  related to the
Account  in  effect  from time to time;  provided,  however,  you shall  have no
liability  for your failure or delay in providing  any such written  agreements,
balances,  written  notices,  account  information and  procedures.  You have no
responsibility  to provide the Borrower,  TD, CITBC or the Lenders  any Internal
communications  (whether written,  oral, or computer  generated) by, between, or
among your  employees  and  agents  related to the  Account,  and such  internal
communications  shall not be considered account  information or notice regarding
the  Account,  Except as specified  herein and to the  contrary,  the  agreement
governing the Account and your rules and  regulations  applicable to the Account
shall continue in full force and effect and you shall not be bound in any way by
any contract, loan


<PAGE>

                                                                               5

Dated: August 11, 2000

Acknowledgment of Notice of Assignment of Account

               We  hereby  acknowledge   receipt  of  the  foregoing  Notice  of
Assignment.  We agree that the Account is/are held in the above  referenced name
and that no other  person or entity is shown by our  records to have an interest
in the Account.

Dated August 11, 2000               WACHOVIA BANK, N.A.

                                         By:  /s/ Donald E. Sellers, Jr.
                                             -----------------------------
                                             Name:  Donald E. Sellers, Jr.
                                             Title: Senior Vice President

                                         SAFETY-KLEEN SERVICES, INC.

                                         By:  /s/ Henry H. Taylor
                                             -----------------------------
                                             Name:  Henry H. Taylor
                                             Title: President

Acknowledged By:
                                         TORONTO-DOMINION (TEXAS), INC.

                                         By:  /s/ Illegible signature
                                             -----------------------------
                                             Name:
                                             Title:

                                         THE CIT GROUP/BUSINESS CREDIT, INC.

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


<PAGE>