SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JULY 16, 1998 by and among USA WASTE SERVICES, INC. (the "Borrower") and THE GUARANTORS and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("BOA") MORGAN GUARANTY TRUST COMPANY...

SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

DATED AS OF JULY 16, 1998

by and among

USA WASTE SERVICES, INC.

(the "Borrower")

and

THE GUARANTORS

and

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
("BOA")
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
("MGT")

AND THE OTHER FINANCIAL INSTITUTIONS WHICH BECOME
A PARTY TO THIS AGREEMENT

(Collectively, the "Banks")

and

MGT AS ADMINISTRATIVE AGENT AND DOCUMENTATION AGENT

(the "Administrative Agent")

TABLE OF CONTENTS

Section 1. DEFINITIONS AND RULES OF INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . .2
Section 1.1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Section 1.2. RULES OF INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Section 2. THE LOAN FACILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Section 2.1. COMMITMENT TO LEND.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Section 2.2. FACILITY FEE; UTILIZATION FEE. . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 2.3. REDUCTION OF TOTAL COMMITMENT. . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 2.4. THE SYNDICATED NOTES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 2.5. INTEREST ON LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Section 2.6. REQUESTS FOR SYNDICATED LOANS. . . . . . . . . . . . . . . . . . . . . . . . . .19
Section 2.7. ELECTION OF EURODOLLAR RATE; NOTICE OF ELECTION; INTEREST PERIODS;
MINIMUM AMOUNTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Section 2.8. FUNDS FOR SYNDICATED LOANS.. . . . . . . . . . . . . . . . . . . . . . . . . . .21
Section 2.9. MATURITY OF THE LOANS AND REIMBURSEMENT OBLIGATIONS. . . . . . . . . . . . . . .21
Section 2.10. OPTIONAL PREPAYMENTS OR REPAYMENTS OF LOANS.. . . . . . . . . . . . . . . . . .22
Section 2.11. SWING LINE LOANS; SETTLEMENTS.. . . . . . . . . . . . . . . . . . . . . . . . .22
Section 3. LETTERS OF CREDIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
Section 3.1. LETTER OF CREDIT COMMITMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . .24
Section 3.2. REIMBURSEMENT OBLIGATION OF THE BORROWER.. . . . . . . . . . . . . . . . . . . .25
Section 3.3. OBLIGATIONS ABSOLUTE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Section 3.4. RELIANCE BY THE ISSUING BANKS. . . . . . . . . . . . . . . . . . . . . . . . . .26
Section 3.5. NOTICE REGARDING LETTERS OF CREDIT.. . . . . . . . . . . . . . . . . . . . . . .26
Section 3.6. LETTER OF CREDIT FEE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Section 4. COMPETITIVE BID LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Section 4.1. THE COMPETITIVE BID OPTION.. . . . . . . . . . . . . . . . . . . . . . . . . . .26
Section 4.2. COMPETITIVE BID LOAN ACCOUNTS: COMPETITIVE BID NOTES. . . . . . . . . . . . . .26
Section 4.3. COMPETITIVE BID QUOTE REQUEST; INVITATION FOR COMPETITIVE BID QUOTES.. . . . . .27
Section 4.4. ALTERNATIVE MANNER OF PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . .28
Section 4.5. SUBMISSION AND CONTENTS OF COMPETITIVE BID QUOTES. . . . . . . . . . . . . . . .28
Section 4.6. NOTICE TO BORROWER.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Section 4.7. ACCEPTANCE AND NOTICE BY BORROWER AND ADMINISTRATIVE AGENT.. . . . . . . . . . .30
Section 4.8. ALLOCATION BY ADMINISTRATIVE AGENT.. . . . . . . . . . . . . . . . . . . . . . .30
Section 4.9. FUNDING OF COMPETITIVE BID LOANS.. . . . . . . . . . . . . . . . . . . . . . . .31
Section 4.10. FUNDING LOSSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Section 4.11. REPAYMENT OF COMPETITIVE BID LOANS; INTEREST. . . . . . . . . . . . . . . . . .31
Section 5. PROVISIONS RELATING TO ALL LOANS AND LETTERS OF CREDIT.. . . . . . . . . . . . . . . .31
Section 5.1. PAYMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Section 5.2. MANDATORY REPAYMENTS OF THE LOANS. . . . . . . . . . . . . . . . . . . . . . . .33
Section 5.3. COMPUTATIONS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Section 5.4. ILLEGALITY; INABILITY TO DETERMINE EURODOLLAR RATE.. . . . . . . . . . . . . . .34
Section 5.5. ADDITIONAL COSTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Section 5.6. CAPITAL ADEQUACY.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35

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Section 5.7. CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Section 5.8. EURODOLLAR AND COMPETITIVE BID INDEMNITY.. . . . . . . . . . . . . . . . . . . .36
Section 5.9. INTEREST ON OVERDUE AMOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . .36
Section 5.10. INTEREST LIMITATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Section 5.11. REASONABLE EFFORTS TO MITIGATE. . . . . . . . . . . . . . . . . . . . . . . . .37
Section 5.12. REPLACEMENT OF BANKS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Section 5.13. ADVANCES BY ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . . . .38
Section 6. REPRESENTATIONS AND WARRANTIES.. . . . . . . . . . . . . . . . . . . . . . . . . . . .38
Section 6.1. CORPORATE AUTHORITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
Section 6.2. GOVERNMENTAL APPROVALS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
Section 6.3. TITLE TO PROPERTIES; LEASES. . . . . . . . . . . . . . . . . . . . . . . . . . .39
Section 6.4. FINANCIAL STATEMENTS; SOLVENCY.. . . . . . . . . . . . . . . . . . . . . . . . .40
Section 6.5. NO MATERIAL CHANGES, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . . . .40
Section 6.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC.. . . . . . . . . . . . . . . . . . . . . .41
Section 6.7. LITIGATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Section 6.8. NO MATERIALLY ADVERSE CONTRACTS, ETC.. . . . . . . . . . . . . . . . . . . . . .41
Section 6.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.. . . . . . . . . . . . . . . . . .41
Section 6.10. TAX STATUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Section 6.11. NO EVENT OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
Section 6.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS.. . . . . . . . . . . . . . . . . .42
Section 6.13. ABSENCE OF FINANCING STATEMENTS, ETC. . . . . . . . . . . . . . . . . . . . . .42
Section 6.14. EMPLOYEE BENEFIT PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
Section 6.14.1. IN GENERAL.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
Section 6.14.2. TERMINABILITY OF WELFARE PLANS.. . . . . . . . . . . . . . . . . . . . .42
Section 6.14.3. GUARANTEED PENSION PLANS.. . . . . . . . . . . . . . . . . . . . . . . .43
Section 6.14.4. MULTIEMPLOYER PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . .43
Section 6.15. ENVIRONMENTAL COMPLIANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Section 6.16. TRUE COPIES OF CHARTER AND OTHER DOCUMENTS. . . . . . . . . . . . . . . . . . .45
Section 6.17. DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
Section 6.18. PERMITS AND GOVERNMENTAL AUTHORITY. . . . . . . . . . . . . . . . . . . . . . .45
Section 7. AFFIRMATIVE COVENANTS OF THE BORROWER. . . . . . . . . . . . . . . . . . . . . . . . .46
Section 7.1. PUNCTUAL PAYMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
Section 7.2. MAINTENANCE OF U.S. OFFICE.. . . . . . . . . . . . . . . . . . . . . . . . . . .46
Section 7.3. RECORDS AND ACCOUNTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
Section 7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION.. . . . . . . . . . . . . . .46
Section 7.5. CORPORATE EXISTENCE AND CONDUCT OF BUSINESS. . . . . . . . . . . . . . . . . . .47
Section 7.6. MAINTENANCE OF PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .48
Section 7.7. INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
Section 7.8. TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
Section 7.9. INSPECTION OF PROPERTIES, BOOKS AND CONTRACTS. . . . . . . . . . . . . . . . . .49
Section 7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES AND PERMITS; MAINTENANCE OF
MATERIAL LICENSES AND PERMITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
Section 7.11. ENVIRONMENTAL INDEMNIFICATION.. . . . . . . . . . . . . . . . . . . . . . . . .49
Section 7.12. FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50
Section 7.13. NOTICE OF POTENTIAL CLAIMS OR LITIGATION. . . . . . . . . . . . . . . . . . . .50

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Section 7.14. NOTICE OF CERTAIN EVENTS CONCERNING INSURANCE AND ENVIRONMENTAL CLAIMS. . . . .50
Section 7.15. NOTICE OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
Section 7.16. USE OF PROCEEDS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
Section 7.17. CERTAIN TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
Section 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.. . . . . . . . . . . . . . . . . . . . . .52
Section 8.1. RESTRICTIONS ON INDEBTEDNESS.. . . . . . . . . . . . . . . . . . . . . . . . . .52
Section 8.2. RESTRICTIONS ON LIENS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53
Section 8.3. RESTRICTIONS ON INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .54
Section 8.4. MERGERS, CONSOLIDATIONS, SALES.. . . . . . . . . . . . . . . . . . . . . . . . .55
Section 8.5. RESTRICTED DISTRIBUTIONS AND REDEMPTIONS.. . . . . . . . . . . . . . . . . . . .56
Section 8.6. EMPLOYEE BENEFIT PLANS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
Section 9. FINANCIAL COVENANTS OF THE BORROWER. . . . . . . . . . . . . . . . . . . . . . . . . .57
Section 9.1. INTEREST COVERAGE RATIO. . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
Section 9.2. TOTAL DEBT TO EBITDA.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
Section 10. CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
Section 10.1. CONDITIONS TO EFFECTIVENESS.. . . . . . . . . . . . . . . . . . . . . . . . . .57
Section 10.1.1. CORPORATE ACTION.. . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Section 10.1.2. LOAN DOCUMENTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . .58
Section 10.1.3. CERTIFIED COPIES OF CHARTER DOCUMENTS. . . . . . . . . . . . . . . . . .58
Section 10.1.4. INCUMBENCY CERTIFICATE.. . . . . . . . . . . . . . . . . . . . . . . . .58
Section 10.1.5. CERTIFICATES OF INSURANCE. . . . . . . . . . . . . . . . . . . . . . . .58
Section 10.1.6. OPINIONS OF COUNSEL. . . . . . . . . . . . . . . . . . . . . . . . . . .58
Section 10.1.7. EXISTING DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Section 10.1.8. SATISFACTORY FINANCIAL CONDITION.. . . . . . . . . . . . . . . . . . . .59
Section 10.1.9. PAYMENT OF AMENDMENT FEES. . . . . . . . . . . . . . . . . . . . . . . .59
Section 10.1.10. WMI MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
[Section 10.1.11. LIEN SEARCH RESULTS. . . . . . . . . . . . . . . . . . . . . . . . . .59
Section 10.2. NOTICE OF EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Section 11. CONDITIONS TO ALL LOANS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Section 11.1. REPRESENTATIONS TRUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Section 11.2. PERFORMANCE; NO EVENT OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . .59
Section 11.3. NO LEGAL IMPEDIMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
Section 11.4. GOVERNMENTAL REGULATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . .60
Section 11.5. PROCEEDINGS AND DOCUMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . .60
Section 12. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT. . . . . . . . . . . . . .60
Section 12.1. EVENTS OF DEFAULT AND ACCELERATION. . . . . . . . . . . . . . . . . . . . . . .60
Section 12.2. TERMINATION OF COMMITMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .63
Section 12.3. REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
Section 13. SETOFF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
Section 14. EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
Section 15. THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
Section 15.1. APPOINTMENT, POWERS AND IMMUNITIES. . . . . . . . . . . . . . . . . . . . . . .64
Section 15.2. ACTIONS BY ADMINISTRATIVE AGENT.. . . . . . . . . . . . . . . . . . . . . . . .64

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Section 15.3. INDEMNIFICATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Section 15.4. REIMBURSEMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Section 15.5. DOCUMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
Section 15.6. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS. . . . . . . . . . . . . .66
Section 15.7. RESIGNATION OF ADMINISTRATIVE AGENT.. . . . . . . . . . . . . . . . . . . . . .66
Section 15.8. ACTION BY THE BANKS, CONSENTS, AMENDMENTS, WAIVERS, ETC.. . . . . . . . . . . .67
Section 16. INDEMNIFICATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
Section 17. WITHHOLDING TAXES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Section 18. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.. . . . . . . . . . . . . . . . . . . .69
Section 18.1. SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY.. . . . . . . . . . . . . . .69
Section 18.2. CONFIDENTIALITY.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
Section 18.3. PRIOR NOTIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
Section 18.4. OTHER.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
Section 19. SURVIVAL OF COVENANTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
Section 20. ASSIGNMENT AND PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
Section 21. PARTIES IN INTEREST.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72
Section 22. NOTICES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72
Section 23. MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
Section 24. CONSENTS, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
Section 25. WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74
Section 26. GOVERNING LAW; SUBMISSION TO JURISDICTION.. . . . . . . . . . . . . . . . . . . . . .74
Section 27. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74
Section 28. GUARANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75
Section 28.1. GUARANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75
Section 28.2. GUARANTY ABSOLUTE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75
Section 28.3. EFFECTIVENESS; ENFORCEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .76
Section 28.4. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76
Section 28.5. EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76
Section 28.6. CONCERNING JOINT AND SEVERAL LIABILITY OF THE GUARANTORS. . . . . . . . . . . .77
Section 28.7. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79
Section 28.8. SUBROGATION; SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . . . .79
Section 29. PARI PASSU TREATMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79
Section 30. TRANSITIONAL ARRANGEMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80
Section 31. SPECIAL WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80
Section 32. FINAL AGREEMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80

EXHIBITS

EXHIBIT A Form of Syndicated Note
EXHIBIT B Form of Swing Line Note
EXHIBIT C Form of Competitive Bid Note
EXHIBIT D Form of Syndicated Loan Request
EXHIBIT E Form of Letter of Credit Request
EXHIBIT F Form of Compliance Certificate

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EXHIBIT G Form of Assignment and Acceptance
EXHIBIT H Form of Competitive Bid Quote Request
EXHIBIT I Form of Invitation for Competitive Bid Quotes
EXHIBIT J Form of Competitive Bid Quote
EXHIBIT K Form of Notice of Acceptance/Rejection of
Competitive Bid Quote(s)
EXHIBIT L Form of WMI Joinder

SCHEDULES

SCHEDULE 1 Banks; Commitment Percentages;
Banks' Addresses for Notices
SCHEDULE 3.1(a) Existing Letters of Credit
SCHEDULE 6.7 Litigation
SCHEDULE 6.15 Environmental Compliance
SCHEDULE 8.1(e) Existing Indebtedness of Old WMI
SCHEDULE 8.2(a) Existing Liens
SCHEDULE 8.3 Existing WMInternational Investments

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SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as
of the 16th day of July, l998, by and among USA WASTE SERVICES, INC., a
Delaware corporation having its chief executive office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Borrower"), the Guarantors, and BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("BOA"), ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK, a New York state banking association having its principal place of
business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("MGT"), and each of the
other financial institutions party hereto (collectively, the "Banks"), and
MGT as administrative agent and documentation agent (the "Administrative
Agent").

W I T N E S S E T H:

WHEREAS, the Borrower, Sanifill, United, BOA, MGT, the Banks, and MGT as
Administrative and Documentation Agent thereunder (collectively, the
"Original Parties") are party to that certain Amended and Restated Revolving
Credit Agreement dated as of August 7, 1997, by and among the Original
Parties (as amended by the First Amendment dated as of March 6, l998, the
"Existing Credit Agreement"); and

WHEREAS, the Borrower and Dome have entered into the WMI Merger
Agreement (as such term is defined below) with Waste Management, Inc. ("Old
WMI") with respect to the WMI Merger (as such term is defined below);

WHEREAS, in connection with the WMI Merger, Old WMI will become a wholly
owned Subsidiary of the Borrower and will change its name to "Waste
Management Holdings, Inc.", execute a joinder and become a Guarantor
hereunder, and the Borrower will change its name to "Waste Management, Inc.";
and

WHEREAS, the Borrower has requested changes in certain terms and the
pricing of the Existing Credit Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth herein below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by the parties, on the Effective Date the Existing Credit Agreement shall be
amended and restated by this Agreement, the terms of which are as follows:

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

Section 1.1. DEFINITIONS. The following terms shall have the meanings
set forth in this Section 1 or elsewhere in the provisions of this Agreement
referred to below:

ABSOLUTE COMPETITIVE BID LOAN(S). See Section 4.3(a).

ACCOUNTANTS. See Section 7.4(a).

ADMINISTRATIVE AGENT. See Preamble.

AFFECTED BANK. See Section 5.12.

AGENTS. BOA, BancAmerica Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Securities
Inc.

AGREEMENT. This Second Amended and Restated Revolving Credit Agreement,
including the Schedules and Exhibits hereto, as from time to time amended and
supplemented in accordance with the terms hereof.

APPLICABLE CANADIAN PENSION LEGISLATION. At any time, any pension or
retirement benefits legislation (be it federal, provincial, territorial, or
otherwise) then applicable to any of the Canadian Subsidiaries, including the
Pension Benefits Act (Ontario), the Income Tax Act (Canada), and all
regulations made thereunder.

APPLICABLE EURODOLLAR RATE. The applicable rate per annum of interest
on the Eurodollar Loans shall be as set forth in the Pricing Table.

APPLICABLE FACILITY RATE. The applicable rate per annum with respect to
the Facility Fee shall be as set forth in the Pricing Table.

APPLICABLE L/C RATE. The applicable rate per annum on the Maximum
Drawing Amount shall be as set forth in the Pricing Table.

APPLICABLE REQUIREMENTS. See Section 7.10.

APPLICABLE SWING LINE RATE. The annual rate of interest agreed upon
from time to time by MGT and the Borrower with respect to Swing Line Loans.

ASSIGNMENT AND ACCEPTANCE. See Section 20.

AVERAGE QUARTERLY UTILIZATION AMOUNT. See Section 2.2(b).

BALANCE SHEET DATE. December 31, 1997.

BANKS. See Preamble.

BASE RATE. The higher of (a) the annual rate of interest announced from
time to time by the Administrative Agent at its Head Office as its "prime
rate" (it being understood that such rate

is a reference rate and not necessarily the lowest rate of interest charged
by the Administrative Agent), or (b) one percent (1%) above the Overnight
Federal Funds Effective Rate.

BASE RATE LOANS. Syndicated Loans bearing interest calculated by
reference to the Base Rate.

BOA. See Preamble.

BORROWER. See Preamble.

BUSINESS DAY. Any day, other than a Saturday, Sunday or any day on
which banking institutions in New York, New York are authorized by law to
close, and, when used in connection with a Eurodollar Loan, a Eurodollar
Business Day.

CAPITALIZED LEASES. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet
of the lessee or obligor in accordance with GAAP.

CERCLA. See Section 6.15(a).

CERTIFIED OR CERTIFIED. With respect to the financial statements of any
Person, such statements as audited by a firm of independent auditors, whose
report expresses the opinion, without qualification, that such financial
statements present fairly the financial position of such Person.

CFO or the CAO. See Section 7.4(b).

CODE. The Internal Revenue Code of 1986, as amended and in effect from
time to time.

COMMITMENT. With respect to each Bank, such Bank's commitment to make
Syndicated Loans to, and to participate in the issuance, extension and
renewal of Letters of Credit for the account of, the Borrower, determined by
multiplying such Bank's Commitment Percentage by the Total Commitment.

COMMITMENT PERCENTAGE. With respect to each Bank, the percentage
initially set forth next to such Bank's name on SCHEDULE 1 hereto, as the
same may be adjusted in accordance with Section 2.3 and Section 20.

COMPETITIVE BID LOAN(S). A borrowing hereunder consisting of one or
more loans made by any of the participating Banks whose offer to make a
Competitive Bid Loan as part of such borrowing has been accepted by the
Borrower under the auction bidding procedure described in Section 4 hereof.

COMPETITIVE BID LOAN ACCOUNTS. See Section 4.2(a).

COMPETITIVE BID MARGIN. See Section 4.5(b)(iv).

COMPETITIVE BID NOTES. See Section 4.2(b).

COMPETITIVE BID QUOTE. An offer by a Bank to make a Competitive Bid
Loan in accordance with Section 4.5 hereof.

COMPETITIVE BID QUOTE REQUEST. See Section 4.3.

COMPETITIVE BID RATE. See Section 4.5(b)(v).

COMPLIANCE CERTIFICATE. See Section 7.4(c).

CONSOLIDATED or CONSOLIDATED. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower and
its Subsidiaries consolidated in accordance with GAAP.

CONSOLIDATED EARNINGS BEFORE INTEREST AND TAXES, or EBIT. For any
period, the Consolidated Net Income (or Deficit) of the Borrower and its
Subsidiaries on a consolidated basis PLUS the sum of (1) interest expense,
(2) income taxes (other than income taxes that are a net credit except the
WMI Merger pooling costs and merger-related expenses in item (3) below), (3)
up to $1,700,000,000 in pooling costs and merger-related expenses actually
incurred with respect to the WMI Merger, taken as a special charge in the
quarter ending September 30, 1998, and (4) up to $200,000,000 in after tax
charges actually incurred with respect to Old WMI shareholder litigation and
Securities and Exchange Commission investigations which were pending or
initiated prior to the Effective Date, taken as a special charge, to the
extent that each of items (1) through (4) was deducted, without duplication,
in determining Consolidated Net Income (or Deficit) in the relevant period.

CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION or EBITDA. For any period, EBIT PLUS (a) depreciation expense,
and (b) amortization expense to the extent the same would be included in the
calculation of Consolidated Net Income for such period, determined in
accordance with GAAP.

CONSOLIDATED NET INCOME (or DEFICIT). The consolidated net income (or
deficit) of the Borrower and its Subsidiaries on a consolidated basis, after
deduction of all expenses, taxes, and other proper charges, determined in
accordance with GAAP.

CONSOLIDATED NET WORTH. The sum of the par value of the capital stock
(excluding treasury stock), capital in excess of par or stated value of
shares of capital stock, retained earnings (minus accumulated deficit) and
any other account which, in accordance with GAAP, constitute stockholders'
equity, of the Borrower and its Subsidiaries determined on a consolidated
basis, excluding any effect of foreign currency transaction computed pursuant
to Financial Accounting Standards Board Statement No. 52, as amended,
supplemented or modified from time to time, or otherwise in accordance with
GAAP.

CONSOLIDATED TANGIBLE ASSETS. Consolidated Total Assets less the sum of:

(a) the total book value of all assets of the Borrower and its
Subsidiaries properly classified as intangible assets under generally
accepted accounting principles, including such items as goodwill, the
purchase price of acquired assets in excess of the fair market value
thereof, trademarks, trade names, service marks, customer lists, brand
names, copyrights, patents and licenses, and rights with respect to the
foregoing; PLUS

(b) all amounts representing any write-up in the book value of any
assets of the Borrower or its Subsidiaries resulting from a revaluation
thereof subsequent to the Balance Sheet Date.

CONSOLIDATED TOTAL ASSETS. All assets of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the aggregate amount
of interest expense required by GAAP to be paid or accrued during such period on
all Indebtedness of the Borrower and its Subsidiaries outstanding during all or
any part of such period, including capitalized interest expense for such period.

DEFAULTING BANK. See Section 5.12.

DEFAULTS. See Section 12.1.

DEUTSCHE. Deutsche Bank AG, New York Branch, the duly licensed New York
branch of a German corporation having its principal place of business at ▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ . 10019.

DISCLOSURE DOCUMENTS. The Borrower's financial statements referred to
in Section 6.4 and filings made by the Borrower or Old WMI with the
Securities and Exchange Commission that were publicly available prior to the
Effective Date.

DISPOSAL. See "Release".

DISTRIBUTION. The declaration or payment of any dividend or other
return on equity on or in respect of any shares of any class of capital
stock, any partnership interests or any membership interests of any Person,
other than dividends or other such returns payable solely in shares of common
stock, partnership interests or membership units of such Person, as the case
may be; the purchase, redemption, or other retirement of any shares of any
class of capital stock, partnership interests or membership units of such
Person, directly or indirectly through a Subsidiary or otherwise; the return
of equity capital by any Person to its shareholders, partners or members as
such; or any other distribution on or in respect of any shares of any class
of capital stock, partnership interest or membership unit of such Person.

DOLLARS or US$ or $ or U.S. DOLLARS. Dollars in lawful currency of the
United States of America.

DOME. Dome Merger Subsidiary, Inc., a Delaware corporation and wholly
owned Subsidiary of Borrower.

DRAWDOWN DATE. The date on which any Loan is made or is to be made, or
any amount is paid by an Issuing Bank under a Letter of Credit.

EBIT. See definition of Consolidated Earnings Before Interest and Taxes.

EBITDA. See definition of Consolidated Earnings Before Interest, Taxes,
Depreciation and Amortization.

EFFECTIVE DATE. The date on which the conditions precedent set forth in
Section 10.1 hereof are satisfied and the Majority Banks consent to this
Agreement.

EMPLOYEE BENEFIT PLAN. Any employee benefit plan within the meaning of
Section 3(3) of ERISA or Applicable Canadian Pension Legislation maintained
or contributed to by the Borrower, any of its Subsidiaries, or any ERISA
Affiliate, other than a Multiemployer Plan.

ENVIRONMENTAL LAWS. See Section 6.15(a).

EPA. See Section 6.15(b).

ERISA. The Employee Retirement Income Security Act of 1974, as amended
and in effect from time to time.

ERISA AFFILIATE. Any Person which is treated as a single employer with
the Borrower or any of its Subsidiaries under Section 414 of the Code.

ERISA REPORTABLE EVENT. A reportable event within the meaning of
Section 4043 of ERISA and the regulations promulgated thereunder with respect
to a Guaranteed Pension Plan as to which the requirement of notice has not
been waived.

EUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar
Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the
Board of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in the Eurocurrency Reserve
Rate.

EURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or
such other eurodollar interbank market as may be selected by the
Administrative Agent in its sole discretion acting in good faith.

EURODOLLAR INTEREST DETERMINATION DATE. For any Interest Period, the
date two Eurodollar Business Days prior to the first day of such Interest
Period.

EURODOLLAR LENDING OFFICE. Initially, the office of each Bank set forth
in SCHEDULE 1 hereto; thereafter, upon notice to the Administrative Agent,
such other office of such Bank that shall be making or maintaining Eurodollar
Loans.

EURODOLLAR LOANS. Syndicated Loans bearing interest calculated by
reference to the Eurodollar Rate.

EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar
Loan, the rate of interest equal to (i) the arithmetic average of the rates
per annum for each Reference Bank at which such Reference Bank's Eurodollar
Lending Office is offered Dollar deposits at approximately 10:00 a.m. (New
York time) two (2) Eurodollar Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where the eurodollar
operations of such Eurodollar Lending Office are customarily conducted, for
delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of the Eurodollar
Rate Loan of such Reference Bank to which such Interest Period applies,
DIVIDED BY (ii) a number equal to 1.00 minus the Eurocurrency Reserve Rate,
if applicable (rounded upwards to the nearest 1/16 of one percent).

EVENTS OF DEFAULT. See Section 12.1.

EXISTING CREDIT AGREEMENT. See Recitals.

FACILITY FEE. See Section 2.2(a).

generally accepted accounting principles or GAAP. (i) When used in
Section 9, whether directly or indirectly through reference to a capitalized
term used therein, means (A) principles that are consistent with the
principles promulgated or adopted by the Financial Accounting Standards Board
and its predecessors, in effect for the fiscal year ended on the Balance
Sheet Date, and (B) to the extent consistent with such principles, the
accounting practice of the Borrower reflected in its financial statements for
the year ended on the Balance Sheet Date, and (ii) when used in general,
other than as provided above, means principles that are (A) consistent with
the principles promulgated or adopted by the Financial Accounting Standards
Board and its predecessors, as in effect from time to time, and (B)
consistently applied with past financial statements of the Borrower adopting
the same principles, provided that in each case referred to in this
definition of "generally accepted accounting principles" a certified public
accountant would, insofar as the use of such accounting principles is
pertinent, be in a position to deliver an unqualified opinion (other than a
qualification regarding changes in generally accepted accounting principles)
as to financial statements in which such principles have been properly
applied.

GUARANTEED OBLIGATIONS. See Section 28.1.

GUARANTEED PENSION PLAN. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the
Borrower, its Subsidiaries or any ERISA Affiliate the benefits of which are
guaranteed on termination in full or in part by the PBGC pursuant to Title IV
of ERISA, other than a Multiemployer Plan.

GUARANTOR(S). Sanifill and United, collectively, until the WMI Joinder
Date; and thereafter (or until the release of Sanifill, United or both,
pursuant to Section 28.3 of this Agreement) Sanifill, United and Old WMI.

HAZARDOUS SUBSTANCES. See Section 6.15(b).

HEAD OFFICE. The Administrative Agent's head office located in New
York, New York, or at such other location as the Administrative Agent may
designate from time to time.

INDEBTEDNESS. Collectively without duplication, whether classified as
Indebtedness, an Investment or otherwise on the obligor's balance sheet, (a)
all indebtedness for borrowed money, (b) all obligations for the deferred
purchase price of property or services (other than trade payables not overdue
by more than ninety (90) days incurred in the ordinary course of business),
(c) all obligations evidenced by notes, bonds, debentures or other similar
debt instruments, (d) all obligations created or arising under any
conditional sale or other title retention agreement with respect to property
acquired (even though the rights and remedies of the seller or lender under
such agreement in the event of default are limited to repossession or sale of
such property), (e) all obligations, liabilities and indebtedness under
Capitalized Leases, (f) all obligations, liabilities or indebtedness
(contingent or otherwise) under surety, performance bonds or any other
bonding arrangements, (g) all Indebtedness of others referred to in clauses
(a) through (f) above which is guaranteed, or in effect guaranteed, directly
or indirectly in any manner, including through an agreement (A) to pay or
purchase such Indebtedness or to advance or supply funds for the payment or
purchase of such Indebtedness, (B) to purchase, sell or lease (as lessee or
lessor) property, or to purchase or sell services, primarily for the purpose
of enabling any Person to make payment of such Indebtedness or to assure the
holder of such Indebtedness against loss, (C) to supply funds to or in any
other manner invest in any Person (including any agreement to pay for
property or services irrespective of whether such property is received or
such services are rendered) or (D) otherwise to assure any Person against
loss, and (h) all Indebtedness referred to in clauses (a) through (g) above
secured or supported by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured or supported by) any
lien or encumbrance on (or other right of reourse to or against) property
(including, without limitation, accounts and contract rights), even though
the owner of the property has not assumed or become liable, contractually or
otherwise, for the payment of such Indebtedness; PROVIDED THAT if either a
Permitted Receivables Transaction or a sale of receivables under the WMF
Agreement is outstanding and is accounted for as a sale of accounts
receivable under generally accepted accounting principles, Indebtedness
determined as aforesaid shall be adjusted to include the additional
Indebtedness, determined on a consolidated basis, which would have been
outstanding had such Permitted Receivables Transaction been accounted for as
a borrowing. The sum of all such Indebtedness of the Borrower and its
Subsidiaries on a consolidated basis under (a) through (h) above shall be
referred to as "Total Debt"; PROVIDED, HOWEVER, that Indebtedness under (f)
above shall be included in such calculation only to the extent that a surety
has been called upon to make payment on a bond.

INELIGIBLE SECURITIES. Securities which may not be underwritten or
dealt in by member banks of the Federal Reserve System under Section 16 of
the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

INTEREST PERIOD. With respect to each Loan (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of
one of the periods set forth below, as selected by the Borrower in accordance
with this Agreement (i) for any Base Rate Loan or Swing Line Loan, the first
day of the month; (ii) for any Eurodollar Loan, 1, 2, 3, or 6 months; (iii)
for any Absolute Competitive Bid Loan, from 7 through 180 days; and (iv) for
any LIBOR Competitive Bid Loan, 1, 2, 3, 4, 5, or 6 months; and (b)
thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Loan and ending on the last day of one of
the periods set forth above, as selected by the Borrower in accordance with
this Agreement or if such period has no numerically corresponding day, on the
last Business Day of such period; PROVIDED that any Interest Period which
would otherwise end on a day which is not a Business Day shall be deemed to
end on the next succeeding Business Day; PROVIDED FURTHER that for any
Interest Period for any Eurodollar Loan or LIBOR Competitive Bid Loan, if
such next succeeding Business Day falls in the next succeeding calendar
month, such Interest Period shall be deemed to end on the next preceding
Business Day; and PROVIDED FURTHER that no Interest Period shall extend
beyond the Maturity Date.

INTERIM BALANCE SHEET DATE. March 31, 1998.

INVESTMENTS. All expenditures made by a Person and all liabilities
incurred (contingently or otherwise) by a Person for the acquisition of stock
(other than the stock of wholly owned Subsidiaries), pre-payments for use of
landfill air space in excess of usual and customary industry practice, or
Indebtedness of, or for loans, advances, capital contributions or transfers
of property to, or in respect of any guaranties or other commitments as
described under Indebtedness, or obligations of, any other Person, including
without limitation, the funding of any captive insurance company (other than
loans, advances, capital contributions or transfers of property to any wholly
owned Subsidiaries or guaranties with respect to Indebtedness of wholly owned
Subsidiaries). In determining the aggregate amount of Investments
outstanding at any particular time: (a) the amount of any Investment
represented by a guaranty shall be taken at not less than the principal
amount of the obligations guaranteed and still outstanding; (b) there shall
be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is
paid; (c) there shall be deducted in respect of each such Investment any
amount received as a return of capital (but only by repurchase, redemption,
retirement, repayment, liquidating dividend or liquidating distribution); (d)
there shall not be deducted in respect of any Investment any amounts received
as earnings on such Investment, whether as dividends, interest or otherwise,
except that accrued interest included as provided in the foregoing clause (b)
may be deducted when paid; and (e) there shall not be deducted from the
aggregate amount of Investments any decrease in the value thereof.

ISSUANCE FEE. See Section 3.6.

ISSUING BANKS. The Bank(s) issuing Letters of Credit, which shall be
(a) MGT, BOA, BankBoston, N.A., Chase Bank of Texas, N.A. (f/k/a Texas
Commerce Bank, National Association) and Fleet Bank, N.A. and (b) such other
Banks as agreed to by the Borrower and the Administrative Agent; and with
respect to Old WMI Letters of Credit only, the Transitional Issuing Banks.

LETTER OF CREDIT APPLICATIONS. Letter of credit applications in such
form as may be agreed upon by the Borrower and the Issuing Bank from time to
time which are entered into pursuant to Section 3 hereof, as such Letter of
Credit Applications are amended, varied or supplemented from time to time;
PROVIDED, HOWEVER, in the event of any conflict or inconsistency between the
terms of any Letter of Credit Application and this Agreement, the terms of
this Agreement shall control.

LETTER OF CREDIT FEE. See Section 3.6.

LETTER OF CREDIT PARTICIPATION. See Section 3.1(b).

LETTERS OF CREDIT. Standby letters of credit issued or to be issued by
the Issuing Banks under Section 3 hereof for the account of the Borrower.

LIBOR COMPETITIVE BID LOAN(S). See Section 4.3(a).

LIBOR RATE. For any Interest Period with respect to a LIBOR Competitive
Bid Loan, (a) the rate of interest equal to the rate determined by the
Administrative Agent at which Dollar deposits for such Interest Period are
offered based on information presented on Telerate Page 3750 as of 11:00 a.m.
(London time) two (2) Eurodollar Business Days prior to the first day of such
Interest Period, or (b) if such rate is not shown at such place, the rate of
interest equal to (i) the arithmetic average of the rates per annum for each
Reference Bank at which such Reference Bank's Eurodollar Lending Office is
offered Dollar deposits two (2) Eurodollar Business Days prior to the
beginning of such Interest Period in the interbank eurodollar market where
the eurodollar operations of such Eurodollar Lending Office are customarily
conducted, for delivery on the first day of such Interest Period for the
number of days comprised therein and in an amount comparable to the amount of
the Eurodollar Loan of such Reference Bank to which such Interest Period
applies, DIVIDED BY (ii) a number equal to 1.00 minus the Eurocurrency
Reserve Rate, if applicable (rounded upwards to the nearest 1/16 of one
percent).

LOAN DOCUMENTS. This Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit, the WMI Joinder and any documents,
instruments or agreements executed in connection with any of the foregoing,
each as amended, modified, supplemented, or replaced from time to time.

LOANS. Collectively, the Syndicated Loans, the Swing Line Loans and the
Competitive Bid Loans.

MAJORITY BANKS. The Banks with fifty-one percent (51%) of the Total
Commitment; PROVIDED THAT in the event that the Total Commitment has been
terminated, the Majority Banks

shall be the Banks holding fifty-one percent (51%) of the aggregate
outstanding principal amount of the Obligations on such date.

MATERIAL SUBSIDIARY. Any Subsidiary which, at the time such
determination is made, (a) has assets, revenues, or liabilities equal to at
least $20,000,000, or (b) is the holder of or the applicant for a permit to
operate a solid waste facility pursuant to RCRA or any analogous state law.

MATURITY DATE. August 7, 2002.

MAXIMUM DRAWING AMOUNT. The maximum aggregate amount from time to time
that the beneficiaries may draw under outstanding Letters of Credit.

MGT. See Preamble.

MOODY'S. ▇▇▇▇▇'▇ Investors Service, Inc.

MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by the Borrower, any of
its Subsidiaries, or any ERISA Affiliate.

NEW LENDING OFFICE. See Section 5.1(c).

NON-U.S. BANK. See Section 5.1(b).

NOTES. Collectively, the Competitive Bid Notes, the Syndicated Notes,
and the Swing Line Note.

OBLIGATIONS. All indebtedness, obligations and liabilities of the
Borrower to any of the Banks and the Administrative Agent arising or incurred
under this Agreement or any of the other Loan Documents or in respect of any
of the Loans made or Reimbursement Obligations incurred or the Letters of
Credit, the Notes, or any other instrument at any time evidencing any thereof
individually or collectively, existing on the date of this Agreement or
arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise.

OLD WMI. See Recitals.

ORIGINAL CLOSING DATE. August 7, l997.

ORIGINAL PARTIES. See Recitals.

OVERNIGHT FEDERAL FUNDS EFFECTIVE RATE. The overnight federal funds
effective rate as published by the Board of Governors of the Federal Reserve
System, as in effect from time to time, or if such rate is not published, the
average of the quotations at approximately 11:00 a.m. New York time for the
day of such transaction(s), received by the Administrative Agent from three
Federal Funds brokers of recognized standing selected by the Administrative
Agent.

PBGC. The Pension Benefit Guaranty Corporation created by Section 4002
of ERISA and any successor entity or entities having similar responsibilities.

PERMITTED LIENS. See Section 8.2.

PERMITTED RECEIVABLES TRANSACTION. Any sale or sales of, and/or
securitization of, any accounts receivable of the Borrower and/or any of its
Subsidiaries (the "Receivables") pursuant to which (a) the Borrower and its
Subsidiaries realize aggregate net proceeds of not more than $250,000,000 at
any one time outstanding, including, without limitation, any revolving
purchase(s) of Receivables where the maximum aggregate uncollected purchase
price (exclusive of any deferred purchase price) for such Receivables at any
time outstanding does not exceed $250,000,000, and (b) which Receivables
shall not be discounted more than 25%.

PERSON. Any individual, corporation, partnership, joint venture,
limited liability company, trust, unincorporated association, business, or
other legal entity, and any government or any governmental agency or
political subdivision thereof.

PRICING TABLE:

APPLICABLE
SENIOR PUBLIC APPLICABLE APPLICABLE EURODOLLAR
LEVEL DEBT RATING FACILITY RATE L/C RATE RATE
-------------------------------------------------------------------------------

1 At least A- by Standard & 0.08500% 0.2150% Eurodollar
Poor's or at least A3 by per annum per annum Rate plus
Moody's 0.2150%
per annum
-------------------------------------------------------------------------------
2 At least BBB+ by Standard & 0.1050% 0.2700% Eurodollar
Poor's or at least Baa1 by per annum per annum Rate plus
Moody's 0.2700%
per annum
-------------------------------------------------------------------------------
3 At least BBB by Standard & 0.1250% 0.3250% Eurodollar
Poor's or at least Baa2 by per annum per annum Rate plus
Moody's 0. 0.3250%
per annum
-------------------------------------------------------------------------------
4 At least BBB- by Standard & 0.1500% 0.3750% Eurodollar
Poor's or at least Baa3 by per annum per annum Rate plus
Moody's 0. 0.3750%
per annum
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
5 At least BB+ by Standard & 0.2500% 0.5000% Eurodollar
Poor's or at least Ba1 by per annum per annum Rate plus
Moody's 0.5000%
per annum
-------------------------------------------------------------------------------
6 If no other level applies 0.3000% 0.5750% Eurodollar
per annum per annum Rate plus
0.5750%
per annum
-------------------------------------------------------------------------------

The applicable rates charged for any day shall be determined by the Senior
Public Debt Rating in effect as of that day.

PRUDENTIAL PRIVATE PLACEMENT DEBT. (a) That certain Amended and
Restated Note Agreement dated as of August 28, 1996 by and among the
Borrower, Sanifill and The Prudential Insurance Company of America and (b)
that certain Amended and Restated Master Shelf Agreement dated as of August
28, 1996 by and among the Borrower, Sanifill and The Prudential Insurance
Company of America, as each shall be amended through the Effective Date.

RCRA. See Section 6.15(a).

REAL PROPERTY. All real property heretofore, now, or hereafter owned,
operated, or leased by the Borrower or any of its Subsidiaries.

REFERENCE BANKS. BOA, Deutsche and MGT.

REGULATORY DISPOSITION. The disposition of any assets of the Borrower
and its Subsidiaries (including Old WMI) required under antitrust laws in
connection with the WMI Merger.

REIMBURSEMENT OBLIGATION. The Borrower's obligation to reimburse the
applicable Issuing Bank and the Banks on account of any drawing under any
Letter of Credit, all as provided in Section 3.2.

RELEASE. Shall have the meaning specified in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
Sections 9601 ET SEQ. ("CERCLA") and the term "Disposal" (or "Disposed")
shall have the meaning specified in the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Sections 6901 ET SEQ. ("RCRA") and regulations
promulgated thereunder; provided, that in the event either CERCLA or RCRA is
amended so as to broaden the meaning of any term defined thereby, such
broader meaning shall apply as of the effective date of such amendment and
provided further, to the extent that the laws of Canada or a state, province,
territory or other political subdivision thereof wherein the property lies
establish a meaning for "Release" or "Disposal" which is broader than
specified in either CERCLA, or

RCRA, such broader meaning shall apply to the Borrower's or any of its
Subsidiaries' activities in that state, province, territory or political
subdivision.

REPLACEMENT BANK. See Section 5.12.

REPLACEMENT NOTICE. See Section 5.12.

SANIFILL. Sanifill, Inc., a Delaware corporation having its chief
executive office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

SANIFILL CONVERTIBLE SUBORDINATED DEBT. Indebtedness under that certain
indenture dated as of March 1, 1996, by and between Sanifill and Chase Bank
of Texas (f/k/a Texas Commerce Bank National Association) as Trustee, as in
effect on August 7, 1997, with respect to $115,000,000 of 5% convertible
subordinated debt due March 1, 2006.

SECTION 20 SUBSIDIARY. A Subsidiary of the bank holding company
controlling any Bank, which Subsidiary has been granted authority by the
Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

SENIOR PUBLIC DEBT RATING. The rating(s) of the Borrower's public
unsecured long-term senior debt, without third party credit enhancement,
issued by Moody's and/or Standard & Poor's; or in the event no public
unsecured long-term senior debt is outstanding, the rating(s) of this credit
facility issued by Moody's and/or Standard & Poor's upon the request of the
Borrower; PROVIDED that until such time as the Borrower receives such
rating(s) on such public unsecured long-term senior debt or this credit
facility, the Borrower's corporate credit rating by Standard & Poor's shall
apply; PROVIDED FURTHER that in the event that both Moody's and Standard &
Poor's have issued such ratings, the Senior Public Debt Rating will be the
higher of such ratings unless such ratings by Moody's and Standard & Poor's
are more than one rank apart, as set forth in the table below, in which case
the Senior Public Debt Rating will be set at one rank below the higher of the
two ratings.

-------------------------------------------------------------------------------
RANK STANDARD & POOR'S MOODY'S
-------------------------------------------------------------------------------

1 A- A3
-------------------------------------------------------------------------------
2 BBB+ Baa1
-------------------------------------------------------------------------------
3 BBB Baa2
-------------------------------------------------------------------------------
4 BBB- Baa3
-------------------------------------------------------------------------------
5 BB+ Ba1
-------------------------------------------------------------------------------
6 If no other level applies If no other level applies
-------------------------------------------------------------------------------

STANDARD & POOR'S. Standard & Poor's Ratings Services, a division of
The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

SUBSIDIARY. Any corporation, association, trust, or other business
entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority of the
outstanding capital stock or other interest entitled to vote generally.

SWING LINE LOANS. See Section 2.11(a).

SWING LINE NOTE. See Section 2.11(a).

SWING LINE SETTLEMENT. The making or receiving of payments, in
immediately available funds, by the Banks to or from the Administrative Agent
in accordance with Section 2.11 hereof to the extent necessary to cause each
Bank's actual share of the outstanding amount of the Syndicated Loans to be
equal to such Bank's Commitment Percentage of the outstanding amount of such
Syndicated Loans, in any case when, prior to such action, the actual share is
not so equal.

SWING LINE SETTLEMENT AMOUNT. See Section 2.11(b).

SWING LINE SETTLEMENT DATE. See Section 2.11(b).

SWING LINE SETTLING BANK. See Section 2.11(b).

SYNDICATED LOAN REQUEST. See Section 2.6(a).

SYNDICATED LOANS. A borrowing hereunder consisting of one or more loans
made by the Banks to the Borrower under the procedure described in Section
2.1(a) and Section 2.11 hereof.

SYNDICATED NOTES. See Section 2.4(a).

TOTAL COMMITMENT. $2,000,000,000, as such amount may be reduced
pursuant to Section 2.3 hereof, or, if such Total Commitment has been
terminated pursuant to Section 2.3 or Section 12.2 hereof, zero.

TRANSITIONAL ISSUING BANKS. Comerica Bank, Banque Nationale de Paris,
Royal Bank of Canada, Deutsche and Wachovia Bank.

UNITED. United Waste Systems, Inc., a Delaware corporation having its
chief executive office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇.

UNITED CONVERTIBLE SUBORDINATED DEBT. Indebtedness under that certain
indenture dated as of June 5, 1996 between United and Bankers Trust Company,
as trustee, with respect to $150,000,000 of 4.5% convertible subordinated
notes due June 1, 2001.

UNITED INDENTURE. That certain indenture dated as of June 5, 1996,
between United and Bankers Trust Company, as trustee, in the principal amount
of $150,000,000 due June 1, 2001.

UNITED SENIOR SECURED NOTES. That certain Secured Note Agreement among
United and the purchasers listed in the schedule attached thereto dated as of
September 1, 1995 in the principal amount of $75,000,000 due September 1,
2005.

UTILIZATION FEE. See Section 2.2(b).

WMF AGREEMENT. The Receivables Transfer and the Servicing Agreement for
$550,000,000 dated as of December 27, 1997, among Old WMI, Waste Management
Financing Corporation, and the Subsidiaries of Old WMI party thereto, the
lenders party thereto and The Chase Manhattan Bank, as agent.

WMI CREDIT AGREEMENT. That certain Credit Agreement, dated as of March
31, 1998, among Old WMI, the lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent.

WMI JOINDER. A joinder to this Agreement in the form of EXHIBIT L
executed by Old WMI simultaneously with the closing of the WMI Merger wherein
Old WMI becomes a Guarantor hereunder, and such other related documents
reasonably requested by the Administrative Agent, all in form and substance
satisfactory to the Administrative Agent.

WMI JOINDER DATE. The date of the WMI Joinder.

WMI MERGER. The merger of Dome into Old WMI pursuant to the WMI Merger
Agreement, on or about July 16, 1998, with Old WMI being the surviving
corporation and becoming a wholly owned subsidiary of the Borrower and with
Old WMI changing its name to Waste Management Holdings, Inc.

WMI MERGER AGREEMENT. The Agreement and Plan of Merger, dated as of
March 10, 1998, among the Borrower, Dome and Old WMI.

WMI MERGER COSTS AND SPECIAL CHARGES. Up to $1,700,000,000 in pooling
costs and merger-related expenses actually incurred with respect to the WMI
Merger, taken as a special charge in the quarter ending September 30, l998,
and up to $200,000,000 in after tax charges actually incurred with respect to
Old WMI shareholder litigation and Securities and Exchange Commission
investigations which were pending or initiated prior to the Effective Date,
taken as a special charge.

WMINTERNATIONAL. Waste Management International PLC, a public limited
company incorporated in England and Wales and a Subsidiary of Old WMI.

YEAR 2000 COMPLIANCE ISSUE. The risk that computer applications used by
the Borrower or any of its Subsidiaries may be unable to recognize and
perform properly date-sensitive functions involving certain dates prior to
and any date after December 31, 1999.

Section 1.2. RULES OF INTERPRETATION.

(a) A reference to any document or agreement (including this
Agreement) shall include such document or agreement as amended, modified or
supplemented from time to time in accordance with its terms and the terms
of this Agreement.

(b) The singular includes the plural and the plural includes the
singular.

(d) A reference to any Person includes its permitted successors and
permitted assigns.

(e) Accounting terms capitalized but not otherwise defined herein
have the meanings assigned to them by generally accepted accounting
principles applied on a consistent basis by the accounting entity to which
they refer.

(f) The words "include", "includes" and "including" are not limiting.

(g) All terms not specifically defined herein or by generally
accepted accounting principles, which terms are defined in the Uniform
Commercial Code as in effect in the State of New York, have the meanings
assigned to them therein.

(h) Reference to a particular "Section " refers to that section of
this Agreement unless otherwise indicated.

(i) The words "herein", "hereof", "hereunder" and words of like
import shall refer to this Agreement as a whole and not to any particular
section or subdivision of this Agreement.

SECTION 2. THE LOAN FACILITIES.

Section 2.1. COMMITMENT TO LEND.

(a) Subject to the terms and conditions set forth in this Agreement,
each of the Banks severally agrees to lend to the Borrower and the Borrower
may borrow, repay, and reborrow from time to time between the Effective
Date and the Maturity Date, upon notice by the Borrower to the
Administrative Agent given in accordance with this Section 2, its
Commitment Percentage of the Syndicated Loans as are requested by the
Borrower; PROVIDED THAT the sum of the outstanding principal amount of the
Syndicated Loans (including the Swing Line Loans) and the Maximum Drawing
Amount of outstanding Letters of Credit shall not exceed the Total
Commitment MINUS the aggregate amount of Competitive Bid Loans outstanding
at such time.

(b) Each request for a Loan or Letter of Credit hereunder shall
constitute a representation and warranty by the Borrower that the
conditions set forth in Section 10 and Section 11, as the case may be, have
been satisfied on the date of such request. Any unpaid Reimbursement
Obligation shall be a Base Rate Loan, as set forth in Section 3.2(a).

Section 2.2. FACILITY FEE; UTILIZATION FEE.

(a) The Borrower agrees to pay to the Administrative Agent for the
account of the Banks a fee (the "Facility Fee") on the Total Commitment
equal to the Applicable Facility Rate multiplied by the Total Commitment.
The Facility Fee shall be payable for the period from and after the
Effective Date quarterly in arrears on the first day of each calendar
quarter for the immediately preceding calendar quarter commencing on
October 1, 1998 with a final payment on the Maturity Date (or on the date
of termination in full of the Total Commitment, if earlier). The Facility
Fee shall be distributed pro rata among the Banks in accordance with each
Bank's Commitment Percentage.

(b) In the event that the average outstanding amount of the Loans
PLUS the average Maximum Drawing Amount of the Letters of Credit and unpaid
Reimbursement Obligations in any calendar quarter (collectively, the
"Average Quarterly Utilization Amount") exceeds fifty percent (50%) of the
Total Commitment in effect during such calendar quarter, the Borrower
agrees to pay to the Administrative Agent for the account of the Banks a
fee (the "Utilization Fee") equal to 0.10% per annum on the Average
Quarterly Utilization Amount. If applicable, the Utilization Fee shall be
payable quarterly in arrears on the first day of each calendar quarter for
the immediate preceding calendar quarter (or such lesser period of time as
has elapsed since the Effective Date), commencing October 1, 1998 with a
final payment on the Maturity Date (or on the date of termination in full
of the Total Commitment if earlier). The Utilization Fee shall be
distributed PRO RATA among the Banks in accordance with each Bank's
Commitment Percentage.

Section 2.3. REDUCTION OF TOTAL COMMITMENT.

(a) The Borrower shall have the right at any time and from time to
time upon three (3) Business Days' prior written notice to the
Administrative Agent to reduce by $25,000,000 or a greater amount or
terminate entirely, the Total Commitment, whereupon each Bank's Commitment
shall be reduced PRO RATA in accordance with such Bank's Commitment
Percentage of the amount specified in such notice or, as the case may be,
terminated PROVIDED that at no time may (i) the Total Commitment be reduced
to an amount less than the sum of (A) the Maximum Drawing Amount of all
Letters of Credit, and (B) all Loans then outstanding.

(b) No reduction or termination of the Total Commitment once made may
be revoked; the portion of the Total Commitment reduced or terminated may
not be reinstated; and amounts in respect of such reduced or terminated
portion may not be reborrowed.

(c) The Administrative Agent will notify the Banks promptly after
receiving any notice delivered by the Borrower pursuant to this Section 2.3
and will distribute to each Bank a revised SCHEDULE 1 to this Agreement.

Section 2.4. THE SYNDICATED NOTES.

(a) The Syndicated Loans shall be evidenced by separate promissory
notes of the Borrower in substantially the form of EXHIBIT A hereto (each,
a "Syndicated Note"), dated as of the Original Closing Date and completed
with appropriate insertions. One Syndicated Note shall be payable to the
order of each Bank in an amount equal to its maximum Commitment, and shall
represent the obligation of the Borrower to pay such Bank such principal
amount or, if less, the outstanding principal amount of all Syndicated
Loans made by such Bank, plus interest accrued thereon, as set forth
herein.

(b) The Borrower irrevocably authorizes each Bank to make, or cause
to be made, in connection with a Drawdown Date of any Syndicated Loan and
at the time of receipt of any payment of principal on its Syndicated Note,
an appropriate notation on such Bank's records or on the schedule attached
to such Bank's Syndicated Note or a continuation of such schedule attached
thereto reflecting the making of such Loan, or the receipt of such payment
(as the case may be) and each Bank may, prior to any transfer of its
Syndicated Note endorse on the reverse side thereof the outstanding
principal amount of such Loans evidenced thereby. The outstanding amount
of the Loans set forth on such Bank's records shall be PRIMA FACIE evidence
of the principal amount thereof owing and unpaid to such Bank, but the
failure to record, or any error in so recording, any such amount shall not
limit or otherwise affect the obligations of the Borrower hereunder or
under such Notes to make payments of principal of or interest on any such
Notes when due.

SECTION 2.5. INTEREST ON LOANS.

(a) The outstanding principal amount of the Syndicated Loans shall
bear interest at the rate per annum equal to (i) the Base Rate on Base Rate
Loans, (ii) the Applicable Eurodollar Rate on Eurodollar Loans and (iii)
the Applicable Swing Line Rate on Swing Line Loans.

(b) Interest shall be payable (i) monthly in arrears on the first
Business Day of each month, commencing August 1, 1998, on Base Rate Loans,
(ii) on the last day of the applicable Interest Period, and if such
Interest Period is longer than three months, also on the last day of the
third month following the commencement of such Interest Period, on
Eurodollar Loans, and (iii) on the Maturity Date for all Loans.

SECTION 2.6. REQUESTS FOR SYNDICATED LOANS.

(a) The Borrower shall give to the Administrative Agent written
notice in the form of EXHIBIT D hereto (or telephonic notice confirmed in
writing or a facsimile in the form of EXHIBIT D hereto) of each Syndicated
Loan requested hereunder (a "Syndicated Loan Request") not later than (a)
11:00 a.m. (New York time) on the proposed Drawdown Date of any Base Rate
Loan, or (b) 11:00 a.m. (New York time) three (3) Eurodollar Business Days
prior to the proposed Drawdown Date of any Eurodollar Loan. Each such
Syndicated Loan Request shall specify (A) the principal amount of the
Syndicated Loan requested, (B) the proposed Drawdown Date of such Syndicated
Loan, (C) whether such Syndicated Loan requested is to be a Base Rate Loan or
a Eurodollar Loan, and (D) the Interest Period for such Syndicated Loan, if a
Eurodollar

Loan. Each Syndicated Loan requested shall be in a minimum amount
of $10,000,000. Each such Syndicated Loan Request shall reflect the Maximum
Drawing Amount of all Letters of Credit outstanding and the amount of all
Loans outstanding (including Competitive Bid Loans and Swing Line Loans).
Syndicated Loan Requests made hereunder shall be irrevocable and binding on
the Borrower, and shall obligate the Borrower to accept the Syndicated Loan
requested from the Banks on the proposed Drawdown Date.

(b) Each of the representations and warranties made by the Borrower to
the Banks or the Administrative Agent in this Agreement or any other Loan
Document shall be true and correct in all material respects when made and
shall, for all purposes of this Agreement, be deemed to be repeated by the
Borrower on and as of the date of the submission of a Syndicated Loan
Request, Competitive Bid Quote Request, or Letter of Credit Application and
on and as of the Drawdown Date of any Loan or the date of issuance of any
Letter of Credit (except to the extent (i) of changes resulting from
transactions contemplated or permitted by this Agreement and the other Loan
Documents, (ii) of changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse to the business, assets
or financial condition of the Borrower and its Subsidiaries as a whole, or
(iii) that such representations and warranties expressly relate only to an
earlier date).

(c) The Administrative Agent shall promptly notify each Bank of each
Syndicated Loan Request received by the Administrative Agent (i) on the proposed
Drawdown Date of any Base Rate Loan, or (ii) three (3) Eurodollar Business Days
prior to the proposed Drawdown Date of any Eurodollar Loan.

SECTION 2.7. ELECTION OF EURODOLLAR RATE; NOTICE OF ELECTION; INTEREST
PERIODS; MINIMUM AMOUNTS.

(a) At the Borrower's option, so long as no Default or Event of
Default has occurred and is then continuing, the Borrower may (i) elect to
convert any Base Rate Loan or a portion thereof to a Eurodollar Loan, (ii)
at the time of any Syndicated Loan Request, specify that such requested
Loan shall be a Eurodollar Loan, or (iii) upon expiration of the applicable
Interest Period, elect to maintain an existing Eurodollar Loan as such,
PROVIDED that the Borrower give notice to the Administrative Agent pursuant
to Section 2.7(b) hereof. Upon determining any Eurodollar Rate, the
Administrative Agent shall forthwith provide notice thereof to the Borrower
and the Banks, and each such notice to the Borrower shall be considered
PRIMA FACIE correct and binding, absent manifest error.

(b) Three (3) Eurodollar Business Days prior to the making of any
Eurodollar Loan or the conversion of any Base Rate Loan to a Eurodollar
Loan, or, in the case of an outstanding Eurodollar Loan, the expiration
date of the applicable Interest Period, the Borrower shall give written,
telex or facsimile notice received by the Administrative Agent not later
than 11:00 a.m. (New York time) of its election pursuant to Section 2.7(a).
Each such notice delivered to the Administrative Agent shall specify the
aggregate principal amount of the Syndicated Loans to be borrowed or
maintained as or converted to Eurodollar Loans and the requested duration
of the Interest Period that will be applicable

to such Eurodollar Loan, and shall be irrevocable and binding upon the
Borrower. If the Borrower shall fail to give the Administrative Agent
notice of its election hereunder together with all of the other
information required by this Section 2.7(b) with respect to any
Syndicated Loan, whether at the end of an Interest Period or otherwise,
such Syndicated Loan shall be deemed a Base Rate Loan. The
Administrative Agent shall promptly notify the Banks in writing (or by
telephone confirmed in writing or by facsimile) of such election.

(c) Notwithstanding anything herein to the contrary, the Borrower may
not specify an Interest Period that would extend beyond the Maturity Date.

(d) No conversion of Loans pursuant to this Section 2.7 may result in
Eurodollar Loans that are less than $5,000,000. In no event shall the
Borrower have more than eight (8) different Interest Periods for borrowings
of Eurodollar Loans outstanding at any time.

(e) Subject to the terms and conditions of Section 5.8 hereof, if any
affected Bank demands compensation under Section 5.5(c) or (d) with respect
to any Eurodollar Loan, the Borrower may at any time, upon at least three
(3) Business Days' prior written notice to the applicable Administrative
Agent, elect to convert such Eurodollar Loan into a Base Rate Loan (on
which interest and principal shall be payable contemporaneously with the
related Eurodollar Loans of the other Banks). Thereafter, and until such
time as the affected Bank notifies the Administrative Agent that the
circumstances giving rise to the demand for compensation under Section
5.5(c) or (d) no longer exist, all requests for Eurodollar Loans from such
affected Bank shall be deemed to be requests for Base Rate Loans. Once the
affected Bank notifies the Administrative Agent that such circumstances no
longer exist, the Borrower may elect that the principal amount of each such
Loan converted hereunder shall again bear interest as Eurodollar Loans
beginning on the first day of the next succeeding Interest Period
applicable to the related Eurodollar Loans of the other Banks.

SECTION 2.8. FUNDS FOR SYNDICATED LOANS. Not later than 1:00 p.m. (New
York time) on the proposed Drawdown Date of Syndicated Loans, each of the
Banks will make available to the Administrative Agent at its Head Office, in
immediately available funds, the amount of its Commitment Percentage of the
amount of the requested Loan. Upon receipt from each Bank of such amount, and
upon receipt of the documents required by Section 10 and Section 11 and the
satisfaction of the other conditions set forth therein, the Administrative
Agent will make available to the Borrower the aggregate amount of such
Syndicated Loans made available by the Banks. The failure or refusal of any
Bank to make available to the Administrative Agent at the aforesaid time and
place on any Drawdown Date the amount of its Commitment Percentage of the
requested Syndicated Loan shall not relieve any other Bank from its several
obligations hereunder to make available to the Administrative Agent the
amount of such Bank's Commitment Percentage of the requested Loan.

SECTION 2.9. MATURITY OF THE LOANS AND REIMBURSEMENT OBLIGATIONS. The
Borrower promises to pay on the Maturity Date, and there shall become
absolutely due and payable on the Maturity

Date, all of the Loans and unpaid Reimbursement Obligations outstanding on
such date, together with any and all accrued and unpaid interest thereon and
any fees and other amounts owing hereunder.

SECTION 2.10. OPTIONAL PREPAYMENTS OR REPAYMENTS OF LOANS. Subject to
the terms and conditions of Section 5.8, the Borrower shall have the right,
at its election, to repay or prepay the outstanding amount of the Loans, as a
whole or in part, at any time without penalty or premium. The Borrower shall
give the Administrative Agent no later than 11:00 a.m. (New York time) (a) on
the proposed date of prepayment or repayment of Base Rate Loans and (b) three
(3) Business Day prior to the proposed date of prepayment or repayment of all
other Loans, written notice (or telephonic notice confirmed in writing or by
facsimile) of any proposed prepayment or repayment pursuant to this Section
2.10, specifying the proposed date of prepayment or repayment of Loans and
the principal amount to be paid. Notwithstanding the foregoing, the Borrower
may not prepay any Competitive Bid Loans. The Administrative Agent shall
promptly notify each Bank by written notice (or telephonic notice confirmed
in writing or by facsimile) of such notice of payment.

SECTION 2.11. SWING LINE LOANS; SETTLEMENTS.

(a) Solely for ease of administration of the Syndicated Loans, MGT
may, but shall not be required to, fund Base Rate Loans made in accordance
with the provisions of this Agreement ("Swing Line Loans"). The Swing Line
Loans shall be evidenced by a promissory note of the Borrower in
substantially the form of EXHIBIT B hereto (the "Swing Line Note") and, at
the discretion of MGT may be in amounts less than $10,000,000 PROVIDED that
the outstanding amount of Swing Line Loans advanced by MGT hereunder shall
not exceed $10,000,000 at any time. Each Bank shall remain severally and
unconditionally liable to fund its pro rata share (based upon each Bank's
Commitment Percentage) of such Swing Line Loans on each Swing Line
Settlement Date and, in the event MGT chooses not to fund all Base Rate
Loans requested on any date, to fund its Commitment Percentage of the Base
Rate Loans requested, subject to satisfaction of the provisions hereof
relating to the making of Base Rate Loans. Prior to each Swing Line
Settlement, all payments or repayments of the principal of, and interest
on, Swing Line Loans shall be credited to the account of MGT.

(b) The Banks shall effect Swing Line Settlements on (i) the Business
Day immediately following any day which MGT gives written notice to the
Administrative Agent to effect a Swing Line Settlement, (ii) the Business
Day immediately following the Administrative Agent's becoming aware of the
existence of any Default or Event of Default and (iii) the Maturity Date
(each such date, a "Swing Line Settlement Date"). One (1) Business Day
prior to each such Swing Line Settlement Date, the Administrative Agent
shall give telephonic notice to the Banks of (A) the respective outstanding
amount of Syndicated Loans made by each Bank as at the close of business on
the prior day, (B) the amount that any Bank, as applicable (a "Swing Line
Settling Bank"), shall pay to effect a Swing Line Settlement (a "Swing Line
Settlement Amount") and (C) the portion (if any) of the aggregate Swing
Line Settlement Amount to be paid to each Bank. A

statement of the Administrative Agent submitted to the Banks with
respect to any amounts owing hereunder shall be PRIMA FACIE evidence of
the amount due and owing. Each Swing Line Settling Bank shall, not
later than 1:00 p.m. (New York time) on each Swing Line Settlement
Date, effect a wire transfer of immediately available funds to the
Administrative Agent at its Head Office in the amount of such Bank's
Swing Line Settlement Amount. The Administrative Agent shall, as
promptly as practicable during normal business hours on each Swing Line
Settlement Date, effect a wire transfer of immediately available funds
to each Bank of the Swing Line Settlement Amount to be paid to such
Bank. All funds advanced by any Bank as a Swing Line Settling Bank
pursuant to this Section 2.11(b) shall for all purposes be treated as a
Base Rate Loan made by such Swing Line Settling Bank to the Borrower,
and all funds received by any Bank pursuant to this Section 2.11(b)
shall for all purposes be treated as repayment of amounts owed by the
Borrower with respect to Base Rate Loans made by such Bank.

(c) The Administrative Agent may (unless notified to the contrary by
any Swing Line Settling Bank by 12:00 noon (New York time) one (1) Business
Day prior to the Settlement Date) assume that each Swing Line Settling Bank
has made available (or will make available by the time specified in Section
2.11(b)) to the Administrative Agent its Swing Line Settlement Amount, and
the Administrative Agent may (but shall not be required to), in reliance
upon such assumption, make available to each applicable Bank its share (if
any) of the aggregate Swing Line Settlement Amount. If the Swing Line
Settlement Amount of such Swing Line Settling Bank is made available to the
Administrative Agent by such Swing Line Settling Bank on a date after such
Swing Line Settlement Date, such Swing Line Settling Bank shall pay the
Administrative Agent on demand an amount equal to the product of (i) the
average, computed for the period referred to in clause (iii) below, of the
weighted average annual interest rate paid by the Administrative Agent for
federal funds acquired by the Administrative Agent during each day included
in such period TIMES (ii) such Swing Line Settlement Amount TIMES (iii) a
fraction, the numerator of which is the number of days that elapse from and
including such Swing Line Settlement Date to but not including the date on
which such Swing Line Settlement Amount shall become immediately available
to the Administrative Agent, and the denominator of which is 365. Upon
payment of such amount such Swing Line Settling Bank shall be deemed to
have delivered its Swing Line Settlement Amount on the Swing Line
Settlement Date and shall become entitled to interest payable by the
Borrower with respect to such Swing Line Settling Bank's Swing Line
Settlement Amount as if such share were delivered on the Swing Line
Settlement Date. If such Swing Line Settlement Amount is not in fact made
available to the Administrative Agent by such Swing Line Settling Bank
within three (3) Business Days of such Swing Line Settlement Date, the
Administrative Agent shall be entitled to recover such amount from the
Borrower, with interest thereon at the Base Rate.

(d) After any Swing Line Settlement Date, any payment by the Borrower
of Swing Line Loans hereunder shall be allocated among the Banks, in
amounts determined so as to provide that after such application and the
related Swing Line Settlement, the

outstanding amount of Syndicated Loans of each Bank equals, as nearly as
practicable, such Bank's Commitment Percentage of the aggregate amount of
Syndicated Loans.

SECTION 3. LETTERS OF CREDIT.

SECTION 3.1. LETTER OF CREDIT COMMITMENTS.

(a) Subject to the terms and conditions hereof and the receipt of a
Letter of Credit Application by an Issuing Bank, with a copy to the
Administrative Agent reflecting the Maximum Drawing Amount of all Letters
of Credit (including the requested Letter of Credit), such Issuing Bank, on
behalf of the Banks and in reliance upon the representations and warranties
of the Borrower contained herein and the agreement of the Banks contained
in Section 3.1(b) hereof, agrees to issue Letters of Credit for the account
of the Borrower (which may, with such Issuing Bank's consent, incorporate
automatic renewals for periods of up to twelve (12) months), in such form
as may be requested from time to time by the Borrower and agreed to by the
Issuing Bank; PROVIDED, HOWEVER, that, after giving effect to such request,
the aggregate Maximum Drawing Amount of all Letters of Credit issued at any
time shall not exceed the Total Commitment MINUS the aggregate outstanding
amount of the Loans and PROVIDED FURTHER, that no Letter of Credit shall
have an expiration date later than the earlier of (i) eighteen (18) months
after the date of issuance (which may incorporate automatic renewals for
periods of up to twelve (12) months), or (ii) five (5) Business Days prior
to the Maturity Date. The letters of credit listed in SCHEDULE 3.1(a)
issued by Issuing Banks under the Existing Credit Agreement shall be
Letters of Credit under this Agreement. The letters of credit listed in
SCHEDULE 3.1(b) issued by the Transitional Issuing Banks to the account of
Old WMI or its Subsidiaries (the "Old WMI Letters of Credit") shall be
Letters of Credit under this Agreement issued for the account of the
Borrower as of the WMI Joinder Date; PROVIDED, HOWEVER, no Issuance Fee
shall be payable hereunder to any Transitional Issuing Bank. The Old WMI
Letters of Credit may only be renewed or extended by Letters of Credit
issued by Issuing Banks (other than Transitional Issuing Banks) hereunder.

(b) Each Letter of Credit shall be denominated in Dollars. Each Bank
severally agrees that it shall be absolutely liable, without regard to the
occurrence of any Default or Event of Default, the termination of the Total
Commitment pursuant to Section 12.2, or any other condition precedent
whatsoever, to the extent of such Bank's Commitment Percentage to reimburse
the Issuing Bank on demand for the amount of each draft paid by the Issuing
Bank under each Letter of Credit to the extent that such amount is not
reimbursed by the Borrower pursuant to Section 3.2 (such agreement for a
Bank being called herein the "Letter of Credit Participation" of such
Bank). Each Bank agrees that its obligation to reimburse the Issuing Bank
pursuant to this Section 3.1(b) shall not be affected in any way by any
circumstance other than the gross negligence or willful misconduct of the
Issuing Bank.

(c) Each such reimbursement payment made by a Bank to the Issuing
Bank shall be treated as the purchase by such Bank of a participating
interest in the applicable Reimbursement Obligation under Section 3.2 in an
amount equal to such payment. Each Bank shall share in accordance with its
participating interest in any interest which accrues pursuant to Section
3.2.

SECTION 3.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to
induce the Issuing Banks to issue, extend and renew each Letter of Credit,
the Borrower hereby agrees to reimburse or pay to each Issuing Bank, with
respect to each Letter of Credit issued, extended or renewed by such Issuing
Bank hereunder as follows:

(a) if any draft presented under any Letter of Credit is honored by
such Issuing Bank or such Issuing Bank otherwise makes payment with respect
thereto, the sum of (i) the amount paid by such Issuing Bank under or with
respect to such Letter of Credit, and (ii) the amount of any taxes, fees,
charges or other costs and expenses whatsoever incurred by such Issuing
Bank in connection with any payment made by such Issuing Bank under, or
with respect to, such Letter of Credit, PROVIDED HOWEVER, if the Borrower
does not reimburse such Issuing Bank on the Drawdown Date, such amount
shall, provided that no Event of Default under Sections 12.1(g) or 12.1(h)
has occurred, become automatically a Syndicated Loan which is a Base Rate
Loan advanced hereunder in an amount equal to such sum; and

(b) upon the Maturity Date or the acceleration of the Reimbursement
Obligations with respect to all Letters of Credit in accordance with
Section 12, an amount equal to the then Maximum Drawing Amount of all
Letters of Credit shall be paid by the Borrower to the Administrative Agent
to be held as cash collateral for the applicable Reimbursement Obligations.

SECTION 3.3. OBLIGATIONS ABSOLUTE. The Borrower's respective
obligations under this Section 3 shall be absolute and unconditional under
any and all circumstances and irrespective of the occurrence of any Default
or Event of Default or any condition precedent whatsoever or any setoff,
counterclaim or defense to payment which the Borrower may have or have had
against any Issuing Bank, any Bank or any beneficiary of a Letter of Credit,
and the Borrower expressly waives any such rights that it may have with
respect thereto. The Borrower further agrees with each Issuing Bank and the
Banks that such Issuing Bank and the Banks (i) shall not be responsible for,
and the Borrower's Reimbursement Obligations under Section 3.2 shall not be
affected by, among other things, the validity or genuineness of documents or
of any endorsements thereon, even if such documents should in fact prove to
be in any or all respects invalid, fraudulent or forged (unless due to the
willful misconduct of such Issuing Bank or any other Bank), or any dispute
between or among the Borrower and the beneficiary of any Letter of Credit or
any financing institution or other party to which any Letter of Credit may be
transferred or any claims or defenses whatsoever of the Borrower against the
beneficiary of any Letter of Credit or any such transferee, and (ii) 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 to the extent of their own
willful misconduct. The Borrower

agrees that any action taken or omitted by any Issuing Bank or any Bank in
good faith under or in connection with any Letter of Credit and the related
drafts and documents shall be binding upon the Borrower and shall not result
in any liability on the part of such Issuing Bank or any Bank (or their
respective affiliates) to the Borrower. Nothing herein shall constitute a
waiver by the Borrower of any of its rights against any beneficiary of a
Letter of Credit.

SECTION 3.4. RELIANCE BY THE ISSUING BANKS. To the extent not
inconsistent with Section 3.3, each Issuing Bank shall be entitled to rely,
and shall be fully protected in relying, upon any Letter of Credit, draft,
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, facsimile, telex or teletype message, statement, order
or other document believed by such Issuing Bank in good faith 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, independent
accountants and other experts selected by such Issuing Bank.

SECTION 3.5. NOTICE REGARDING LETTERS OF CREDIT. One (1) Business Day
prior to the issuance of any Letter of Credit or amendments, extensions or
terminations thereof, the applicable Issuing Bank shall notify the
Administrative Agent of the terms of such Letter of Credit, amendment,
extension or termination. On the day of any drawing under any Letter of
Credit, such Issuing Bank shall notify the Administrative Agent of such
drawing under any Letter of Credit.

SECTION 3.6. LETTER OF CREDIT FEE. The Borrower shall pay a fee (the
"Letter of Credit Fee") equal to the Applicable L/C Rate on the Maximum
Drawing Amount of the Letters of Credit to the Administrative Agent for the
account of the Banks, to be shared PRO RATA by the Banks in accordance with
their respective Commitment Percentages. The Letter of Credit Fee shall be
payable quarterly in arrears on the first day of each calendar quarter for
the quarter just ended, commencing October 1, 1998, and on the Maturity Date.
In addition, an issuing fee (the "Issuance Fee") with respect to each Letter
of Credit to be agreed upon annually between the Borrower and each Issuing
Bank shall be payable to such Issuing Bank for its account.

SECTION 4. COMPETITIVE BID LOANS.

SECTION 4.1. THE COMPETITIVE BID OPTION. In addition to the Syndicated
Loans made pursuant to Section 2 hereof, the Borrower may request Competitive
Bid Loans pursuant to the terms of this Section 4. The Banks may, but shall
have no obligation to, make such offers and the Borrower may, but shall have
no obligation to, accept such offers in the manner set forth in this Section
4. Notwithstanding any other provision herein to the contrary, at no time
shall the aggregate principal amount of Competitive Bid Loans outstanding at
any time exceed the Total Commitment MINUS the sum of (a) the aggregate
outstanding principal amount of Syndicated Loans (including the Swing Loans),
PLUS (b) the Maximum Drawing Amount of Letters of Credit, outstanding at such
time.

SECTION 4.2. COMPETITIVE BID LOAN ACCOUNTS: COMPETITIVE BID NOTES.

(a) The obligation of the Borrower to repay the outstanding principal
amount of any and all Competitive Bid Loans, plus interest at the
applicable Competitive Bid Rate accrued thereon, shall be evidenced by this
Agreement and by individual loan accounts (the "Competitive Bid Loan
Accounts" and individually, a "Competitive Bid

Loan Account") maintained by the Administrative Agent on its books for
each of the Banks, it being the intention of the parties hereto that,
except as provided for in paragraph (b) of this Section 4.2, the
Borrower's obligations with respect to Competitive Bid Loans are to be
evidenced only as stated herein and not by separate promissory notes.

(b) Any Bank may at any time, and from time to time, request that any
Competitive Bid Loans outstanding to such Bank be evidenced by a promissory
note of the Borrower in substantially the form of EXHIBIT C hereto (each, a
"Competitive Bid Note"), dated as of the Original Closing Date and
completed with appropriate insertions. One Competitive Bid Note shall be
payable to the order of each Bank in an amount equal to the Total
Commitment, and representing the obligation of the Borrower to pay such
Bank such principal amount or, if less, the outstanding principal amount of
any and all Competitive Bid Loans made by such Bank, plus interest at the
applicable Competitive Bid Rate or Competitive Bid Margin accrued thereon,
as set forth herein. Upon execution and delivery by the Borrower of a
Competitive Bid Note, the Borrower's obligation to repay any and all
Competitive Bid Loans made to it by such Bank and all interest thereon
shall thereafter be evidenced by such Competitive Bid Note.

(c) The Borrower irrevocably authorizes (i) each Bank to make or
cause to be made, in connection with a Drawdown Date of any Competitive Bid
Loan or at the time of receipt of any payment of principal on such Bank's
Competitive Bid Note in the case of a Competitive Bid Note, and (ii) the
Administrative Agent to make or cause to be made, in connection with a
Drawdown Date of any Competitive Bid Loan or at the time of receipt of any
payment of principal on such Bank's Competitive Bid Loan Account in the
case of a Competitive Bid Loan Account, an appropriate notation on such
Bank's records or on the schedule attached to such Bank's Competitive Bid
Note or a continuation of such schedule attached thereto, or the
Administrative Agent's records, as applicable, reflecting the making of the
Competitive Bid Loan or the receipt of such payment (as the case may be)
and such Bank may, prior to any transfer of a Competitive Bid Note, endorse
on the reverse side thereof the outstanding principal amount of Competitive
Bid Loans evidenced thereby. The outstanding amount of the Competitive Bid
Loans set forth on such Bank's record or the Administrative Agent's
records, as applicable, shall be PRIMA FACIE evidence of the principal
amount thereof owing and unpaid to such Bank, but the failure to record, or
any error in so recording, any such amount shall not limit or otherwise
affect the obligations of the Borrower hereunder to make payments of
principal of or interest on any Competitive Bid Loan when due.

SECTION 4.3. COMPETITIVE BID QUOTE REQUEST; INVITATION FOR COMPETITIVE BID
QUOTES.

(a) When the Borrower wishes to request offers to make Competitive
Bid Loans under this Section 4, it shall transmit to the Administrative
Agent by telex or facsimile a Competitive Bid Quote Request substantially
in the form of EXHIBIT H hereto (a "Competitive Bid Quote Request") so as
to be received no later than 1:00 p.m. (New York time) (x) five (5)
Eurodollar Business Days prior to the requested Drawdown Date in the case
of a LIBOR Competitive Bid Loan (a "LIBOR Competitive Bid Loan") or (y)

one (1) Business Day prior to the requested Drawdown Date in the case of
an Absolute Competitive Bid Loan (an "Absolute Competitive Bid Loan"),
specifying:

(i) the requested Drawdown Date (which must be a Eurodollar
Business Day in the case of a LIBOR Competitive Bid Loan or a Business
Day in the case of an Absolute Competitive Bid Loan);

(ii) the aggregate amount of such Competitive Bid Loans, which
shall be $10,000,000 or larger multiple of $1,000,000;

(iii) the duration of the Interest Period(s) applicable thereto,
subject to the provisions of the definition of Interest Period; and

(iv) whether the Competitive Bid Quotes requested are for LIBOR
Competitive Bid Loans or Absolute Competitive Bid Loans.

The Borrower may request offers to make Competitive Bid Loans for more than
one Interest Period in a single Competitive Bid Quote Request. No new
Competitive Bid Quote Request shall be given until the Borrower has
notified the Administrative Agent of its acceptance or non-acceptance of
the Competitive Bid Quotes relating to any outstanding Competitive Bid
Quote Request.

(b) Promptly upon receipt of a Competitive Bid Quote Request, the
Administrative Agent shall send to the Banks by telecopy or facsimile
transmission an Invitation for Competitive Bid Quotes substantially in the
form of EXHIBIT I hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Competitive Bid Quotes in accordance with
this Section 4.

SECTION 4.4. ALTERNATIVE MANNER OF PROCEDURE. If, after receipt by the
Administrative Agent and each of the Banks of a Competitive Bid Quote Request
from the Borrower in accordance with Section 4.3, the Administrative Agent or
any Bank shall be unable to complete any procedure of the auction process
described in Sections 4.5 through 4.6 (inclusive) due to the inability of
such Person to transmit or receive communications through the means specified
therein, such Person may rely on telephonic notice for the transmission or
receipt of such communications. In any case where such Person shall rely on
telephone transmission or receipt, any communication made by telephone shall,
as soon as possible thereafter, be followed by written confirmation thereof.

SECTION 4.5. SUBMISSION AND CONTENTS OF COMPETITIVE BID QUOTES.

(a) Each Bank may, but shall be under no obligation to, submit a
Competitive Bid Quote containing an offer or offers to make Competitive Bid
Loans in response to any Competitive Bid Quote Request. Each Competitive
Bid Quote must comply with the requirements of this Section 4.5 and must be
submitted to the Administrative Agent by telex or facsimile transmission at
its offices as specified in or pursuant to Section 22 not later than (x)
2:00 p.m. (New York time) on the fourth Eurodollar Business Day prior to
the proposed Drawdown Date, in the case of a LIBOR Competitive Bid Loan or
(y) 10:00 a.m. (New

York time) on the proposed Drawdown Date, in the case of an Absolute
Competitive Bid Loan, PROVIDED that Competitive Bid Quotes may be
submitted by the Administrative Agent in its capacity as a Bank only if
it submits its Competitive Bid Quote to the Borrower not later than (x)
one hour prior to the deadline for the other Banks, in the case of a
LIBOR Competitive Bid Loan or (y) 15 minutes prior to the deadline for
the other Banks, in the case of an Absolute Competitive Bid Loan.
Subject to the provisions of Sections 10 and 11 hereof, any Competitive
Bid Quote so made shall be irrevocable except with the written consent
of the Administrative Agent given on the instructions of the Borrower.

(b) Each Competitive Bid Quote shall be in substantially the form of
EXHIBIT J hereto and shall in any case specify:

(i) the proposed Drawdown Date;

(ii) the principal amount of the Competitive Bid Loan for which
each proposal is being made, which principal amount (w) may be greater
than or less than the Commitment of the quoting Bank, (x) must be
$5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the
aggregate principal amount of Competitive Bid Loans for which offers
were requested and (z) may be subject to an aggregate limitation as to
the principal amount of Competitive Bid Loans for which offers being
made by such quoting Bank may be accepted;

(iii) the Interest Period(s) for which Competitive Bid Quotes
are being submitted;

(iv) in the case of a LIBOR Competitive Bid Loan, the margin
above or below the applicable LIBOR Rate (the "Competitive Bid
Margin") offered for each such Competitive Bid Loan, expressed as a
percentage (specified to the nearest 1/10,000th of 1%) to be added to
or subtracted from such LIBOR Rate;

(v) in the case of an Absolute Competitive Bid Loan, the rate of
interest per annum (specified to the nearest 1/10,000th of 1%) (the
"Competitive Bid Rate") offered for each such Absolute Competitive Bid
Loan; and

(vi) the identity of the quoting Bank.

A Competitive Bid Quote may include up to five separate offers by the
quoting Bank with respect to each Interest Period specified in the related
Invitation for Competitive Bid Quotes.

(i) is not substantially in the form of EXHIBIT J hereto;

(ii) contains qualifying, conditional or similar language;

(iii) proposes terms other than or in addition to those set
forth in the applicable Invitation for Competitive Bid Quotes; or

(iv) arrives after the time set forth in Section 4.5(a) hereof.

SECTION 4.6. NOTICE TO BORROWER. The Administrative Agent shall
promptly notify the Borrower of the terms (x) of any Competitive Bid Quote
submitted by a Bank that is in accordance with Section 4.5 and (y) of any
Competitive Bid Quote that amends, modifies or is otherwise inconsistent with
a previous Competitive Bid Quote submitted by such Bank with respect to the
same Competitive Bid Quote Request. Any such subsequent Competitive Bid
Quote shall be disregarded by the Administrative Agent unless such subsequent
Competitive Bid Quote is submitted solely to correct a manifest error in such
former Competitive Bid Quote. The Administrative Agent's notice to the
Borrower shall specify (A) the aggregate principal amount of Competitive Bid
Loans for which offers have been received for each Interest Period specified
in the related Competitive Bid Quote Request, (B) the respective principal
amounts and Competitive Bid Margins or Competitive Bid Rates, as the case may
be, so offered, and the identity of the respective Banks submitting such
offers, and (C) if applicable, limitations on the aggregate principal amount
of Competitive Bid Loans for which offers in any single Competitive Bid Quote
may be accepted.

SECTION 4.7. ACCEPTANCE AND NOTICE BY BORROWER AND ADMINISTRATIVE
AGENT. Not later than 11:00 a.m. (New York time) on (x) the third Eurodollar
Business Day prior to the proposed Drawdown Date, in the case of a LIBOR
Competitive Bid Loan or (y) the proposed Drawdown Date, in the case of an
Absolute Competitive Bid Loan, the Borrower shall notify the Administrative
Agent of its acceptance or non-acceptance of each Competitive Bid Quote in
substantially the form of EXHIBIT K hereto. The Borrower may accept any
Competitive Bid Quote in whole or in part; provided that:

(i) the aggregate principal amount of each Competitive Bid Loan may
not exceed the applicable amount set forth in the related Competitive Bid
Quote Request;

(ii) acceptance of offers may only be made on the basis of ascending
Competitive Bid Margins or Competitive Bid Rates, as the case may be, and

(iii) the Borrower may not accept any offer that is described in
subsection 4.5(c) or that otherwise fails to comply with the requirements
of this Agreement.

The Administrative Agent shall promptly notify each Bank which submitted a
Competitive Bid Quote of the Borrower's acceptance or non-acceptance thereof.
At the request of any Bank which submitted a Competitive Bid Quote and with
the consent of the Borrower, the Administrative Agent will promptly notify
all Banks which submitted Competitive Bid Quotes of (a) the aggregate
principal amount of, and (b) the range of Competitive Bid Rates or
Competitive Bid Margins of, the accepted Competitive Bid Loans for each
requested Interest Period.

SECTION 4.8. ALLOCATION BY ADMINISTRATIVE AGENT. If offers are made by
two or more Banks with the same Competitive Bid Margin or Competitive Bid
Rate, as the case may be, for a greater

aggregate principal amount than the amount in respect of which offers are
accepted for the related Interest Period, the principal amount of Competitive
Bid Loans in respect of which such offers are accepted shall be allocated by
the Administrative Agent among such Banks as nearly as possible (in such
multiples, not less than $1,000,000, as the Administrative Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determination by the Administrative Agent of the amounts of Competitive Bid
Loans shall be conclusive in the absence of manifest error.

SECTION 4.9. FUNDING OF COMPETITIVE BID LOANS. If, on or prior to the
Drawdown Date of any Competitive Bid Loan, the Total Commitment has not
terminated in full and if, on such Drawdown Date, the applicable conditions
of Sections 10 and 11 hereof are satisfied, the Bank or Banks whose offers
the Borrower has accepted will fund each Competitive Bid Loan so accepted.
Such Bank or Banks will make such Competitive Bid Loans by crediting the
Administrative Agent for further credit to the Borrower's specified account
with the Administrative Agent, in immediately available funds not later than
1:00 p.m. (New York time) on such Drawdown Date.

SECTION 4.10. FUNDING LOSSES. If, after acceptance of any Competitive
Bid Quote pursuant to Section 4, the Borrower (i) fails to borrow any
Competitive Bid Loan so accepted on the date specified therefor, or (ii)
repays the outstanding amount of the Competitive Bid Loan prior to the last
day of the Interest Period relating thereto, the Borrower shall indemnify the
Bank making such Competitive Bid Quote or funding such Competitive Bid Loan
against any loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Bank to fund or
maintain such unborrowed Loans, including, without limitation compensation as
provided in Section 5.8.

SECTION 4.11. REPAYMENT OF COMPETITIVE BID LOANS; INTEREST. The
principal of each Competitive Bid Loan shall become absolutely due and
payable by the Borrower on the last day of the Interest Period relating
thereto, and the Borrower hereby absolutely and unconditionally promises to
pay to the Administrative Agent for the account of the relevant Banks at or
before 1:00 p.m. (New York time) on the last day of the Interest Periods
relating thereto the principal amount of all such Competitive Bid Loans, plus
interest thereon at the applicable Competitive Bid Rates. The Competitive
Bid Loans shall bear interest at the rate per annum specified in the
applicable Competitive Bid Quotes. Interest on the Competitive Bid Loans
shall be payable (a) on the last day of the applicable Interest Periods, and
if any such Interest Period is longer than three months, also on the last day
of the third month following the commencement of such Interest Period, and
(b) on the Maturity Date for all Loans. Subject to the terms of this
Agreement, the Borrower may make Competitive Bid Quote Requests with respect
to new borrowings of any amounts so repaid prior to the Maturity Date.

SECTION 5. PROVISIONS RELATING TO ALL LOANS AND LETTERS OF CREDIT.

SECTION 5.1. PAYMENTS.

(a) All payments of principal, interest, Reimbursement Obligations,
fees (other than the Issuance Fee) and any other amounts due hereunder or
under any of the other Loan Documents shall be made to the Administrative
Agent at its Head Office in

immediately available funds by 11:00 a.m. (New York time) on any due
date. Subject to the provisions of Section 29, if a payment is
received by the Administrative Agent at or before 1:00 p.m. (New York
time) on any Business Day, the Administrative Agent shall on the same
Business Day transfer in immediately available funds, as applicable, to (1)
each of the Banks, their pro rata portion of such payment in accordance
with their respective Commitment Percentages, in the case of payments with
respect to Syndicated Loans and Letters of Credit, (2) MGT in the case of
payments with respect to Swing Line Loans, and (3) the appropriate Bank(s),
in the case of payments with respect to Competitive Bid Loans. If such
payment is received by the Administrative Agent after 1:00 p.m. (New York
time) on any Business Day, such transfer shall be made by the
Administrative Agent to the applicable Bank(s) on the next Business Day.
In the event that the Administrative Agent fails to make such transfer to
any Bank as set forth above, the Administrative Agent shall pay to such
Bank on demand an amount equal to the product of (i) the average, computed
for the period referred to in clause (iii) below, of the weighted average
interest rate paid by such Bank for funds acquired by such Bank during each
day included in such period, TIMES (ii) the amount (A) equal to such Bank's
Commitment Percentage of such payment in the case of payments under clause
(1) above, or (B) of such payment to which such Bank is entitled in the
case of payments with respect to Competitive Bid Loans and Swing Line
Loans, TIMES (iii) a fraction, the numerator of which is the number of days
that elapse from and including the date of payment to and including the
date on which the amount due to such Bank shall become immediately
available to such Bank, and the denominator of which is 365. A statement
of such Bank submitted to the applicable Administrative Agent with respect
to any amounts owing under this paragraph shall be PRIMA FACIE evidence of
the amount due and owing to such Bank by the Administrative Agent.

(b) Each Bank that is not incorporated or organized under the laws of
the United States of America or a state thereof or the District of Columbia
(a "Non-U.S. Bank") agrees that, prior to the first date on which any
payment is due to it hereunder, it will deliver to the Borrower and the
Administrative Agent two duly completed copies of United States Internal
Revenue Service Form 1001 or 4224 or successor applicable form, as the case
may be, certifying in each case that such Non-U.S. Bank is entitled to
receive payments under this Agreement and the Notes payable to it, without
deduction or withholding of any United States federal income taxes. Each
Non-U.S. Bank that so delivers a Form 1001 or 4224 pursuant to the
preceding sentence further undertakes to deliver to each of the Borrower
and the Administrative Agent two further copies of Form 1001 or 4224 or
successor applicable form, or other manner of certification, as the case
may be, on or before the date that any such letter or form 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, and such
extensions or renewals thereof as may reasonably be requested by the
Borrower, certifying in the case of a Form 1001 or 4224 that such Non-U.S.
Bank is entitled to receive payments under this Agreement and the Notes
without deduction or withholding of any United States federal income taxes,
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 Non-U.S. Bank from duly completing and delivering any such form with
respect to it and such Non-U.S. Bank advises the Borrower that it is not
capable of receiving payments without any deduction or withholding of
United States federal income tax.

(c) The Borrower shall not be required to pay any additional amounts
to any Non-U.S. Bank in respect of United States Federal withholding tax
pursuant to Section 17 to the extent that (i) the obligation to withhold
amounts with respect to United States Federal withholding tax existed on
the date such Non-U.S. Bank became a party to this Agreement or, with
respect to payments to a different lending office designated by the Non-
U.S. Bank as its applicable lending office (a "New Lending Office"), the
date such Non-U.S. Bank designated such New Lending Office with respect to
a Loan; provided, however, that this clause (i) shall not apply to any
transferee or New Lending Office as a result of an assignment, transfer or
designation made at the request of the Borrower; and provided further,
however, that this clause (i) shall not apply to the extent the indemnity
payment or additional amounts any transferee, or Bank through a New Lending
Office, would be entitled to receive without regard to this clause (i) do
not exceed the indemnity payment or additional amounts that the Person
making the assignment or transfer to such transferee, or Bank making the
designation of such New Lending Office, would have been entitled to receive
in the absence of such assignment, transfer or designation; or (ii) the
obligation to pay such additional amounts would not have arisen but for a
failure by such Non-U.S. Bank to comply with the provisions of paragraph
(c) above.

(d) Notwithstanding the foregoing, each Bank agrees to use reasonable
efforts (consistent with legal and regulatory restrictions) to change its
lending office to avoid or to minimize any amounts otherwise payable under
Section 17 in each case solely if such change can be made in a manner so
that such Bank, in its sole determination, suffers no legal, economic or
regulatory disadvantage.

SECTION 5.2. MANDATORY REPAYMENTS OF THE LOANS. If at any time the sum
of the outstanding principal amount of the Loans PLUS the Maximum Drawing
Amount of all outstanding Letters of Credit exceeds the Total Commitment,
whether by reduction of the Total Commitment or otherwise, then the Borrower
shall immediately pay the amount of such excess to the Administrative Agent,
(a) for application to the Loans, first to Syndicated Loans, then to
Competitive Bid Loans, subject to Section 5.8, or (b) if no Loans shall be
outstanding, to be held by the Administrative Agent for the benefit of the
Banks as collateral security for such excess Maximum Drawing Amount and the
Borrower hereby grants a security interest in such amount to the
Administrative Agent for the benefit of the Banks; PROVIDED, HOWEVER, that if
the amount of cash collateral held by the Administrative Agent pursuant to
this Section 5.2 exceeds the Maximum Drawing Amount required to be
collateralized from time to time, the Administrative Agent shall return such
excess to the Borrower.

SECTION 5.3. COMPUTATIONS. Except as otherwise expressly provided
herein, all computations of interest, Facility Fees, Utilization Fees, Letter
of Credit Fees or other fees shall be based on a 360-day year and paid for
the actual number of days elapsed, except that computations based on

the Administrative Agent's "prime rate" shall be based on a 365 or 366, as
applicable, day year and paid for the actual number of days elapsed.
Whenever a payment hereunder or under any of the other Loan Documents becomes
due on a day that is not a Business Day, the due date for such payment shall
be extended to the next succeeding Business Day, and interest shall accrue
during such extension; PROVIDED THAT for any Interest Period for any
Eurodollar Loan if such next succeeding Business Day falls in the next
succeeding calendar month or after the Maturity Date, it shall be deemed to
end on the next preceding Business Day.

SECTION 5.4. ILLEGALITY; INABILITY TO DETERMINE EURODOLLAR RATE.
Notwithstanding any other provision of this Agreement (other than Section
5.10), if (a) the introduction of, any change in, or any change in the
interpretation of, any law or regulation applicable to any Bank or the
Administrative Agent shall make it unlawful, or any central bank or other
governmental authority having jurisdiction thereof shall assert that it is
unlawful, for any Bank or the Administrative Agent to perform its obligations
in respect of any Eurodollar Loans, or (b) if any Bank or the Administrative
Agent, as applicable, shall reasonably determine with respect to Eurodollar
Loans that (i) by reason of circumstances affecting any Eurodollar interbank
market, adequate and reasonable methods do not exist for ascertaining the
Eurodollar Rate which would otherwise be applicable during any Interest
Period, or (ii) deposits of Dollars in the relevant amount for the relevant
Interest Period are not available to such Bank or the Administrative Agent in
any Eurodollar interbank market, or (iii) the Eurodollar Rate does not or
will not accurately reflect the cost to the Bank or the Administrative Agent
of obtaining or maintaining the Eurodollar Loans during any Interest Period,
then such Bank or the Administrative Agent shall promptly give telephonic,
telex or cable notice of such determination to the Borrower (which notice
shall be conclusive and binding upon the Borrower). Upon such notification
by the Bank or the Administrative Agent, the obligation of the Banks and the
Administrative Agent to make Eurodollar Loans shall be suspended until the
Banks or the Administrative Agent, as the case may be, determine that such
circumstances no longer exist, and to the extent permitted by law the
outstanding Eurodollar Loans shall continue to bear interest at the
applicable rate based on the Eurodollar Rate until the end of the applicable
Interest Period, and thereafter shall be deemed converted to Base Rate Loans
in equal principal amounts to such former Eurodollar Loans.

SECTION 5.5. ADDITIONAL COSTS, ETC. If any present or future
applicable law (which expression, as used herein, includes statutes, rules
and regulations thereunder and interpretations thereof by any competent court
or by any governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon
or otherwise issued to any Bank by any central bank or other fiscal, monetary
or other authority, whether or not having the force of law) shall:

(a) subject such Bank to any tax, levy, impost, duty, charge, fee,
deduction or withholding of any nature with respect to this Agreement, the
other Loan Documents, such Bank's Commitment or the Loans (other than taxes
based upon or measured by the income or profits of such Bank imposed by the
jurisdiction of its incorporation or organization, or the location of its
lending office); or

(b) materially change the basis of taxation (except for changes in
taxes on income or profits of such Bank imposed by the jurisdiction of its
incorporation or organization, or the location of its lending office) of
payments to such Bank of the principal or of the interest on any Loans or
any other amounts payable to such Bank under this Agreement or the other
Loan Documents; or

(c) except as provided in Section 5.6 or as otherwise reflected in
the Base Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or
increase or render applicable (other than to the extent specifically
provided for elsewhere in this Agreement) any special deposit, reserve,
assessment, liquidity, capital adequacy or other similar requirements
(whether or not having the force of law) against assets held by, or
deposits in or for the account of, or loans by, or commitments of, an
office of any Bank with respect to this Agreement, the other Loan
Documents, such Bank's Commitment or the Loans; or

(d) impose on such Bank any other conditions or requirements with
respect to this Agreement, the other Loan Documents, the Loans, such Bank's
Commitment or any class of loans or commitments of which any of the Loans
or such Bank's Commitment forms a part, and the result of any of the
foregoing is:

(i) to increase the cost to such Bank of making, funding,
issuing, renewing, extending or maintaining the Loans or such Bank's
Commitment or issuing or participating in Letters of Credit;

(ii) to reduce the amount of principal, interest or other amount
payable to such Bank hereunder on account of such Bank's Commitment,
the Loans or the Reimbursement Obligations; or

(iii) to require such Bank to make any payment or to forego
any interest or other sum payable hereunder, the amount of which
payment or foregone interest or other sum is calculated by reference
to the gross amount of any sum receivable or deemed received by such
Bank from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by
such Bank at any time and from time to time as often as the occasion
therefore may arise (which demand shall be accompanied by a statement
setting forth the basis of such demand which shall be conclusive absent
manifest error), pay such reasonable additional amounts as will be
sufficient to compensate such Bank for such additional costs, reduction,
payment or foregone interest or other sum.

SECTION 5.6. CAPITAL ADEQUACY. If any Bank shall have determined that,
after the date hereof, the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change in any such law, rule, or
regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable

agency charged with the interpretation or administration thereof, or any
request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on capital of such
Bank (or any corporation controlling such Bank) as a consequence of such
Bank's obligations hereunder to a level below that which such Bank (or any
corporation controlling such Bank) could have achieved but for such adoption,
change, request or directive (taking into consideration its policies with
respect to capital adequacy) by an amount deemed by such Bank to be material,
then from time to time, within 15 days after demand by such Bank, the
Borrower shall pay to such Bank such additional amount or amounts as will, in
such Bank's reasonable determination, fairly compensate such Bank (or any
corporation controlling such Bank) for such reduction. Each Bank shall
allocate such cost increases among its customers in good faith and on an
equitable basis.

SECTION 5.7. CERTIFICATE. A certificate setting forth the additional
amounts payable pursuant to Section 5.5 or Section 5.6 and a reasonable
explanation of such amounts which are due, submitted by any Bank to the
Borrower, shall be conclusive, absent manifest error, that such amounts are
due and owing.

SECTION 5.8. EURODOLLAR AND COMPETITIVE BID INDEMNITY. The Borrower
agrees to indemnify the Banks and the Administrative Agent and to hold them
harmless from and against any reasonable loss, cost or expense that any such
Bank and the Administrative Agent may sustain or incur as a consequence of
(a) the default by the Borrower in payment of the principal amount of or any
interest on any Eurodollar Loans or Competitive Bid Loans as and when due and
payable, including any such loss or expense arising from interest or fees
payable by any Bank or the Administrative Agent to lenders of funds obtained
by it in order to maintain its Eurodollar Loans or Competitive Bid Loans, (b)
the default by the Borrower in making a borrowing of a Eurodollar Loan or
Competitive Bid Loan or conversion of a Eurodollar Loan or a prepayment of a
Eurodollar or Competitive Bid Loan other than pursuant to Section 2.5(b)
after the Borrower has given (or is deemed to have given) a Syndicated Loan
Request, a notice pursuant to Section 2.7 or a Notice of Acceptance/Rejection
of Competitive Bid Quote(s), or a notice pursuant to Section 2.10, and (c)
the making of any payment of a Eurodollar Loan or Competitive Bid Loan, or
the making of any conversion of any Eurodollar Loan to a Base Rate Loan on a
day that is not the last day of the applicable Interest Period with respect
thereto. Such loss, cost, or reasonable expense shall include an amount equal
to the excess, if any, as reasonably determined by each Bank of (i) its cost
of obtaining the funds for (A) the Eurodollar Loan being paid, prepaid,
converted, not converted, reallocated, or not borrowed, as the case may be
(based on the Eurodollar Rate), or (B) the Competitive Bid Loan being paid,
prepaid, or not borrowed, as the case may be (based on the Competitive Bid
Rate) for the period from the date of such payment, prepayment, conversion,
or failure to borrow or convert, as the case may be, to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for the Loan which would have commenced on the date of such
failure to borrow) over (ii) the amount of interest (as reasonably determined
by such Bank) that would be realized by such Bank in reemploying the funds so
paid, prepaid, converted, or not borrowed, converted, or prepaid for such
period or Interest Period, as the case may be, which determinations shall be
conclusive absent manifest error.

SECTION 5.9. INTEREST ON OVERDUE AMOUNTS. Overdue principal and (to
the extent permitted by applicable law) interest on the Loans and all other
overdue amounts payable hereunder or under

any of the other Loan Documents shall bear interest compounded monthly and
payable on demand at a rate per annum equal to the Base Rate PLUS 2%, until
such amount shall be paid in full (after as well as before judgment).

SECTION 5.10. INTEREST LIMITATION. Notwithstanding any other term of
this Agreement or the Notes, any other Loan Document or any other document
referred to herein or therein, the maximum amount of interest which may be
charged to or collected from any Person liable hereunder or under the Notes
by any Bank shall be absolutely limited to, and shall in no event exceed, the
maximum amount of interest which could lawfully be charged or collected by
such Bank under applicable laws (including, to the extent applicable, the
provisions of Section 5197 of the Revised Statutes of the United States of
America, as amended, and 12 U.S.C. Section 85, as amended).

SECTION 5.11. REASONABLE EFFORTS TO MITIGATE. Each Bank agrees that as
promptly as practicable after it becomes aware of the occurrence of an event
or the existence of a condition that would cause it to be affected under
Sections 5.4, 5.5 or 5.6, such Bank will give notice thereof to the Borrower,
with a copy to the Administrative Agent and, to the extent so requested by
the Borrower and not inconsistent with such Bank's internal policies, such
Bank shall use reasonable efforts and take such actions as are reasonably
appropriate if as a result thereof the additional moneys which would
otherwise be required to be paid to such Bank pursuant to such sections would
be materially reduced, or the illegality or other adverse circumstances which
would otherwise require a conversion of such Loans or result in the inability
to make such Loans pursuant to such sections would cease to exist, and in
each case if, as determined by such Bank in its sole discretion, the taking
such actions would not adversely affect such Loans or such Bank or otherwise
be disadvantageous to such Bank.

SECTION 5.12. REPLACEMENT OF BANKS. If any Bank (an "Affected Bank")
(i) makes demand upon the Borrower for (or if the Borrower is otherwise
required to pay) amounts pursuant to Sections 5.5 or 5.6, (ii) is unable to
make or maintain Eurodollar Loans as a result of a condition described in
Section 5.4 or (iii) defaults in its obligation to make Loans or to
participate in Letters of Credit in accordance with the terms of this
Agreement (such Bank being referred to as a "Defaulting Bank"), the Borrower
may, within 90 days of receipt of such demand, notice (or the occurrence of
such other event causing the Borrower to be required to pay such compensation
or causing Section 5.4 to be applicable), or default, as the case may be, by
notice (a "Replacement Notice") in writing to the Administrative Agent and
such Affected Bank (A) request the Affected Bank to cooperate with the
Borrower in obtaining a replacement bank satisfactory to the Administrative
Agent and the Borrower (the "Replacement Bank") as provided herein, but none
of such Banks shall be under an obligation to find a Replacement Bank; (B)
request the non-Affected Banks to acquire and assume all of the Affected
Bank's Loans and Commitment, and to participate in Letters of Credit as
provided herein, but none of such Banks shall be under an obligation to do
so; or (C) designate a Replacement Bank reasonably satisfactory to the
Administrative Agent. If any satisfactory Replacement Bank shall be
obtained, and/or any of the non-Affected Banks shall agree to acquire and
assume all of the Affected Bank's Loans and Commitment, and to participate in
Letters of Credit then such Affected Bank shall, so long as no Event of
Default shall have occurred and be continuing, assign, in accordance with
Section 20, all of its Commitment, Loans, Notes and other rights and
obligations under this Agreement and all other Loan

Documents to such Replacement Bank or non-Affected Banks, as the case may be,
in exchange for payment of the principal amount so assigned and all interest
and fees accrued on the amount so assigned, plus all other Obligations then
due and payable to the Affected Bank; PROVIDED, HOWEVER, that (x) such
assignment shall be without recourse, representation or warranty and shall be
on terms and conditions reasonably satisfactory to such Affected Bank and
such Replacement Bank and/or non-Affected Banks, as the case may be, and (y)
prior to any such assignment, the Borrower shall have paid to such Affected
Bank all amounts properly demanded and unreimbursed under Sections 5.5, 5.6
and 5.8. Upon the effective date of such assignment, the Borrower shall
issue replacement Notes to such Replacement Bank and/or non-Affected Banks,
as the case may be, and such Replacement Bank shall become a "Bank" for all
purposes under this Agreement and the other Loan Documents.

SECTION 5.13. ADVANCES BY ADMINISTRATIVE AGENT. The Administrative
Agent may (unless earlier notified to the contrary by any Bank by 12:00 noon
(New York time) one (1) Business Day prior to any Drawdown Date) assume that
each Bank has made available (or will before the end of such Business Day
make available) to the Administrative Agent the amount of such Bank's
Commitment Percentage with respect to the Loans (or, in the case of
Competitive Bid Loans, the amount of such Bank's accepted offers of such
Loans, if any) to be made on such Drawdown Date, and the Administrative Agent
may (but shall not be required to), in reliance upon such assumption, make
available to the Borrower a corresponding amount. If any Bank makes such
amount available to the Administrative Agent on a date after such Drawdown
Date, such Bank shall pay the Administrative Agent on demand an amount equal
to the product of (i) the average, computed for the period referred to in
clause (iii) below, of the weighted average annual interest rate paid by the
Administrative Agent for federal funds acquired by the Administrative Agent
during each day included in such period TIMES (ii) the amount equal to such
Bank's Commitment Percentage of such Syndicated Loan (or, in the case of
Competitive Bid Loans and Swing Line Loans, the amount of such Bank's
accepted offer of such Competitive Bid Loans, if any, and portion of such
Swing Line Loans) TIMES (iii) a fraction, the numerator of which is the
number of days that elapse from and including such Drawdown Date to but not
including the date on which the amount equal to such Bank's Commitment
Percentage of such Loans, or the amount of such Bank's accepted offers of
such Competitive Bid Loans, if any, and portion of Swing Line Loans, shall
become immediately available to the Administrative Agent, and the denominator
of which is 365. A statement of the Administrative Agent submitted to such
Bank with respect to any amounts owing under this paragraph shall be PRIMA
FACIE evidence of the amount due and owing to the Administrative Agent by
such Bank. If such amount is not in fact made available to the
Administrative Agent by such Bank within three (3) Business Days of such
Drawdown Date, the Administrative Agent shall be entitled to recover such
amount from such Borrower, with interest thereon at the applicable rate per
annum.

SECTION 6. REPRESENTATIONS AND WARRANTIES. The Borrower (and each of
the Guarantors, where applicable) represents and warrants to the Banks that:

SECTION 6.1. CORPORATE AUTHORITY.

(a) INCORPORATION; GOOD STANDING. The Borrower and each of its
Subsidiaries (i) is a corporation duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of
incorporation, (ii) has all requisite corporate power to own its property
and conduct its business as now conducted and as presently contemplated,
and (iii) is in good standing as a foreign corporation and is duly
authorized to do business in each jurisdiction in which its property or
business as presently conducted or contemplated makes such qualification
necessary, except where a failure to be so qualified would not have a
material adverse effect on the business, assets or financial condition of
the Borrower and its Subsidiaries as a whole.

(b) AUTHORIZATION. The execution, delivery and performance of its
Loan Documents and the transactions contemplated hereby and thereby (i) are
within the corporate authority of the Borrower and each of the Guarantors,
(ii) have been duly authorized by all necessary corporate proceedings on
the part of each of the Borrower and the Guarantors, (iii) do not conflict
with or result in any breach or contravention of any provision of law,
statute, rule or regulation to which any of the Borrower or the Guarantors
or any of their Subsidiaries is subject or any judgment, order, writ,
injunction, license or permit applicable to the Borrower, any of the
Guarantors or any of their Subsidiaries so as to materially adversely
affect the assets, business or any activity of the Borrower, the Guarantors
and their Subsidiaries as a whole, and (iv) do not conflict with any
provision of the corporate charter or bylaws of the Borrower, the
Guarantors or any Subsidiary or any agreement or other instrument binding
upon the Borrower, the Guarantors or any of their Subsidiaries.

(c) ENFORCEABILITY. The execution, delivery and performance of the
Loan Documents by the Borrower and the Guarantors will result in valid and
legally binding obligations of the Borrower and the Guarantors enforceable
against them in accordance with the respective terms and provisions hereof
and thereof, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally
the enforcement of creditors' rights and except to the extent that
availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor
may be brought.

SECTION 6.2. GOVERNMENTAL APPROVALS. The execution, delivery and
performance of the Loan Documents by the Borrower and the Guarantors and the
consummation by the Borrower and the Guarantors of the transactions
contemplated hereby and thereby do not require any approval or consent of, or
filing with, any governmental agency or authority other than those already
obtained and those required after the date hereof in connection with the
Borrower's and its Subsidiaries' performance of their covenants contained in
Sections 7, 8 and 9 hereof.

SECTION 6.3. TITLE TO PROPERTIES; LEASES. The Borrower and its
Subsidiaries own all of the assets reflected in the consolidated balance
sheet as at the Interim Balance Sheet Date or acquired since that date
(except property and assets operated under capital leases or sold or
otherwise disposed of in the ordinary course of business since that date),
subject to no mortgages, Capitalized

Leases, conditional sales agreements, title retention agreements, liens or
other encumbrances except Permitted Liens.

SECTION 6.4. FINANCIAL STATEMENTS; SOLVENCY.

(a) There have been furnished to the Banks consolidated balance
sheets of the Borrower and its Subsidiaries and Old WMI and its
Subsidiaries dated the Balance Sheet Date and consolidated statements of
operations for the fiscal periods then ended, certified by the Accountants.
In addition, there have been furnished to the Banks consolidated balance
sheets of the Borrower and its Subsidiaries, and Old WMI and its
Subsidiaries dated the Interim Balance Sheet Date and the related
consolidated statements of operation for the fiscal quarter ending on the
Interim Balance Sheet Date. All said balance sheets and statements of
operations have been prepared in accordance with GAAP (but, in the case of
any of such financial statements which are unaudited, only to the extent
GAAP is applicable to interim unaudited reports), fairly present the
financial condition of the Borrower and its Subsidiaries on a consolidated
basis, or Old WMI and its Subsidiaries on a consolidated basis, as at the
close of business on the dates thereof and the results of operations for
the periods then ended, subject, in the case of unaudited interim financial
statements, to changes resulting from audit and normal year-end adjustments
and to the absence of complete footnotes. There are no contingent
liabilities of the Borrower and its Subsidiaries or Old WMI and its
Subsidiaries involving material amounts, known to the officers of the
Borrower or Old WMI which have not been disclosed in said balance sheets
and the related notes thereto or otherwise in writing to the Banks.

(b) The Borrower and its Subsidiaries on a consolidated basis and Old
WMI and its Subsidiaries on a consolidated basis (both before and after
giving effect to the transactions contemplated by this Agreement including
the WMI Merger) are solvent (i.e., they have assets having a fair value in
excess of the amount required to pay their probable liabilities on their
existing debts as they become absolute and matured) and have, and expect to
have, the ability to pay their debts from time to time incurred in
connection therewith as such debts mature.

SECTION 6.5. NO MATERIAL CHANGES, ETC. Since the Interim Balance Sheet
Date, there have occurred no material adverse changes in the consolidated
financial condition, business or assets of the Borrower and its Subsidiaries,
taken together, or Old WMI and its Subsidiaries, taken together, as the case
may be, as shown on or reflected in the consolidated balance sheets of the
Borrower and its Subsidiaries or Old WMI and its Subsidiaries as at the
Interim Balance Sheet Date, or the consolidated statements of income for the
period then ended other than changes in the ordinary course of business which
have not had any material adverse effect either individually or in the
aggregate on the financial condition, business or assets of the Borrower and
its Subsidiaries, taken together, or Old WMI and its Subsidiaries, taken
together, as the case may be. Since the Interim Balance Sheet Date, there
have not been any Distributions (including Distributions by the Borrower and
Old WMI) other than as permitted by Section 8.5 hereof, except as disclosed
in the Disclosure Documents.

SECTION 6.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower and
each of its Subsidiaries possess all franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of their business substantially as now
conducted (other than those the absence of which would not have a material
adverse effect on the business, operations or financial condition of the
Borrower and its Subsidiaries as a whole) without known conflict with any
rights of others other than a conflict which would not have a material
adverse effect on the financial condition, business or assets of the Borrower
and its Subsidiaries as a whole.

SECTION 6.7. LITIGATION. Except as set forth on SCHEDULE 6.7 or in the
Disclosure Documents, there are no actions, suits, proceedings or
investigations of any kind pending or, to the knowledge of the Borrower or
any of its Subsidiaries, threatened against the Borrower or any of its
Subsidiaries before any court, tribunal or administrative agency or board
which, either in any case or in the aggregate, could reasonably be expected
to have a material adverse effect on the financial condition, business, or
assets of the Borrower and its Subsidiaries, considered as a whole, or
materially impair the right of the Borrower and its Subsidiaries, considered
as a whole, to carry on business substantially as now conducted, or result in
any substantial liability not adequately covered by insurance, or for which
adequate reserves are not maintained on the consolidated balance sheet or
which question the validity of any of the Loan Documents to which the
Borrower or any of its Subsidiaries is a party, or any action taken or to be
taken pursuant hereto or thereto.

SECTION 6.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the
Borrower nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation
which in the judgment of the Borrower's or such Subsidiary's officers has or
could reasonably be expected in the future to have a materially adverse
effect on the business, assets or financial condition of the Borrower and its
Subsidiaries, considered as a whole. Neither the Borrower nor any of its
Subsidiaries is a party to any contract or agreement which in the judgment of
the Borrower's or its Subsidiary's officers has or could reasonably be
expected to have any materially adverse effect on the financial condition,
business or assets of the Borrower and its Subsidiaries, considered as a
whole, except as otherwise reflected in adequate reserves as required by GAAP.

SECTION 6.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the
Borrower nor any of its Subsidiaries is (a) violating any provision of its
charter documents or by-laws or (b) any agreement or instrument to which any
of them may be subject or by which any of them or any of their properties may
be bound or any decree, order, judgment, or any statute, license, rule or
regulation, in a manner which could (in the case of such agreements or such
instruments) reasonably be expected to result in the imposition of
substantial penalties or materially and adversely affect the financial
condition, business or assets of the Borrower and its Subsidiaries,
considered as a whole.

SECTION 6.10. TAX STATUS. The Borrower and its Subsidiaries have filed
all federal, state, provincial and territorial income and all other tax
returns, reports and declarations (or obtained extensions with respect
thereto) required by applicable law to be filed by them (unless and only

to the extent that the Borrower or such Subsidiary has set aside on its books
provisions reasonably adequate for the payment of all unpaid and unreported
taxes as required by GAAP); and have paid all taxes and other governmental
assessments and charges (other than taxes, assessments and other governmental
charges imposed by jurisdictions other than the United States, Canada or any
political subdivision thereof which in the aggregate are not material to the
financial condition, business or assets of the Borrower or such Subsidiary on
an individual basis or of the Borrower and its Subsidiaries on a consolidated
basis) that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good
faith; and, as required by GAAP, have set aside on their books provisions
reasonably adequate for the payment of all taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. Except to
the extent contested in the manner permitted in the preceding sentence, there
are no unpaid taxes in any material amount claimed by the taxing authority of
any jurisdiction to be due and owing by the Borrower or any Subsidiary, nor
do the officers of the Borrower or any of its Subsidiaries know of any basis
for any such claim.

SECTION 6.11. NO EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

SECTION 6.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the
Borrower nor any of its Subsidiaries is a "holding Company", or a "subsidiary
Company" of a "holding Borrower", or an "affiliate" of a "holding Company",
as such terms are defined in the Public Utility Holding Company Act of 1935;
nor is any of them a "registered investment Company", or an "affiliated
Company" or a "principal underwriter" of a "registered investment Company",
as such terms are defined in the Investment Company Act of 1940, as amended.

SECTION 6.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except as
permitted by Section 8.2 of this Agreement, there is no Indebtedness senior
to the Obligations, and there is no effective financing statement, security
agreement, chattel mortgage, real estate mortgage or other document filed or
recorded with any filing records, registry, or other public office, which
purports to cover, affect or give notice of any present or possible future
lien on, or security interest in, any assets or property of the Borrower or
any of its Subsidiaries or right thereunder.

SECTION 6.14. EMPLOYEE BENEFIT PLANS.

SECTION 6.14.1. IN GENERAL. Each Employee Benefit Plan has been
maintained and operated in compliance in all material respects with the
provisions of ERISA and/or all Applicable Canadian Pension Legislation, as
applicable, and, to the extent applicable, the Code, including but not
limited to the provisions thereunder respecting prohibited transactions.
Promptly upon the request of any Bank or the Administrative Agent, the
Borrower will furnish to the Administrative Agent the most recently completed
annual report, Form 5500, with all required attachments, and actuarial
statement required to be submitted under Section 103(d) of ERISA, with
respect to each Guaranteed Pension Plan.

SECTION 6.14.2. TERMINABILITY OF WELFARE PLANS. Under each
Employee Benefit Plan which is an employee welfare benefit plan within the
meaning of Section 3(1) or Section 3(2)(B) of ERISA, no

benefits are due unless the event giving rise to the benefit entitlement
occurs prior to plan termination (except as required by Title I, Part 6 of
ERISA) . The Borrower or an ERISA Affiliate, as appropriate, may terminate
each such Plan at any time (or at any time subsequent to the expiration of
any applicable bargaining agreement) in the discretion of the Borrower or
such ERISA Affiliate without liability to any Person.

SECTION 6.14.3. GUARANTEED PENSION PLANS. Each contribution
required to be made to avoid the incurrence of an accumulated funding
deficiency, the notice or lien provisions of Section 302(f) of ERISA, or
otherwise, has been timely made. No waiver of an accumulated funding
deficiency or extension of amortization periods has been received with
respect to any Guaranteed Pension Plan. No liability to the PBGC (other than
required insurance premiums, all of which have been paid) has been incurred
by the Borrower or any ERISA Affiliate with respect to any Guaranteed Pension
Plan and there has not been any ERISA Reportable Event, or any other event or
condition which presents a material risk of termination of any Guaranteed
Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed
Pension Plan (which in each case occurred within twelve months of the date of
this representation), and on the actuarial methods and assumptions employed
for that valuation, the aggregate benefit liabilities of all such Guaranteed
Pension Plans within the meaning of Section 4001 of ERISA did not exceed the
aggregate value of the assets of all such Guaranteed Pension Plans,
disregarding for this purpose the benefit liabilities and assets of any
Guaranteed Pension Plan with assets in excess of benefit liabilities.

SECTION 6.14.4. MULTIEMPLOYER PLANS. Neither the Borrower nor any
ERISA Affiliate has incurred any material liability (including secondary
liability) to any Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan under Section 4201 of ERISA or as a
result of a sale of assets described in Section 4204 of ERISA. Neither the
Borrower nor any ERISA Affiliate has been notified that any Multiemployer
Plan is in reorganization or insolvent under and within the meaning of
Section 4241 or Section 4245 of ERISA or that any Multiemployer Plan intends
to terminate or has been terminated under Section 4041A of ERISA.

SECTION 6.15. ENVIRONMENTAL COMPLIANCE. The Borrower and its
Subsidiaries have taken all necessary steps to investigate the past and
present condition and usage of the Real Property and the operations conducted
by the Borrower and its Subsidiaries and, based upon such diligent
investigation, have determined that, except as set forth on SCHEDULE 6.15 or
the Disclosure Documents:

(a) Neither the Borrower, its Subsidiaries, nor any operator of their
properties, is in violation, or alleged violation, of any judgment, decree,
order, law, permit, license, rule or regulation pertaining to environmental
matters, including without limitation, those arising under the Resource
Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986 ("▇▇▇▇"), the Federal
Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control
Act, or any applicable international, federal, state, provincial,
territorial or local statute, regulation, ordinance, order or decree
relating to health, safety, waste

transportation or disposal, or the environment (the "Environmental Laws"),
which violation, individually or in the aggregate, would have a material
adverse effect on the business, assets or financial condition of the
Borrower and its Subsidiaries on a consolidated basis.

(b) Except with respect to any such matters which individually or in
the aggregate would not reasonably be expected to have a material adverse
effect on the business, assets or financial condition of the Borrower and
its Subsidiaries on a consolidated basis, neither the Borrower nor any of
its Subsidiaries has received notice from any third party including,
without limitation: any federal, state, provincial, territorial or local
governmental authority, (i) that any one of them has been identified by the
United States Environmental Protection Agency ("EPA") as a potentially
responsible party under CERCLA with respect to a site listed on the
National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇; (ii) that any
hazardous waste, as defined by 42 U.S.C. Section 6903(5), any hazardous
substances as defined by 42 U.S.C. Section 9601(14), any pollutant or
contaminant as defined by 42 U.S.C. Section 9601(33) or any toxic
substance, oil or hazardous materials or other chemicals or substances
regulated by any Environmental Laws, excluding household hazardous waste
("Hazardous Substances"), which any one of them has generated, transported
or disposed of, has been found at any site at which a federal, state,
provincial, territorial or local agency or other third party has conducted
or has ordered that the Borrower or any of its Subsidiaries conduct a
remedial investigation, removal or other response action pursuant to any
Environmental Law; or (iii) that it is or shall be a named party to any
claim, action, cause of action, complaint, legal or administrative
proceeding arising out of any third party's incurrence of costs, expenses,
losses or damages of any kind whatsoever in connection with the Release of
Hazardous Substances.

(c) (i) No portion of the Real Property or other assets of the
Borrower and its Subsidiaries has been used for the handling, processing,
storage or disposal of Hazardous Substances except in accordance with
applicable Environmental Laws, except as would not reasonably be expected
to have a material adverse effect on the business, assets or financial
condition of the Borrower and its Subsidiaries on a consolidated basis;
(ii) in the course of any activities conducted by the Borrower, its
Subsidiaries, or operators of the Real Property or other assets of the
Borrower and its Subsidiaries, no Hazardous Substances have been generated
or are being used on such properties except in accordance with applicable
Environmental Laws, except for occurrences that would not have a material
adverse effect on the business, assets or financial condition of the
Borrower and its Subsidiaries on a consolidated basis; (iii) there have
been no unpermitted Releases or threatened Releases of Hazardous Substances
on, upon, into or from the Real Property or other assets of the Borrower or
its Subsidiaries, which Releases would have a material adverse effect on
the value of such properties; (iv) to the best of the Borrower's and its
Subsidiaries' knowledge, there have been no Releases on, upon, from or into
any real property in the vicinity of the Real Property or other assets of
the Borrower or its Subsidiaries which, through soil or groundwater
contamination, may have come to be located on, and which would reasonably
be expected to have a material

adverse effect on the value of, such properties; and (v) in addition,
any Hazardous Substances that have been generated on the Real Property
or other assets of the Borrower or its Subsidiaries have been transported
offsite only by carriers having an identification number issued by the
EPA, treated or disposed of only by treatment or disposal facilities
maintaining valid permits as required under applicable Environmental
Laws, which transporters and facilities have been and are, to the best
of the Borower's and its Subsidiaries' knowledge, operating in compliance
with such permits and applicable Environmental Laws.

(d) None of the Real Property or other assets of the Borrower or its
Subsidiaries or any of the stock (or assets) being acquired with proceeds
of Loans is or shall be subject to any applicable environmental clean-up
responsibility law or environmental restrictive transfer law or regulation,
by virtue of the transactions set forth herein and contemplated hereby.

SECTION 6.16. TRUE COPIES OF CHARTER AND OTHER DOCUMENTS. Each of the
Borrower and the Guarantors has furnished the Administrative Agent as of the
Effective Date, true and complete copies of (a) all charter and other
incorporation documents (together with any amendments thereto) and (b)
by-laws (together with any amendments thereto).

SECTION 6.17. DISCLOSURE. No representation or warranty made by the
Borrower or any Guarantor in this Agreement or in any agreement, instrument,
document, certificate, statement or letter furnished to the Banks or the
Administrative Agent by or on behalf of or at the request of the Borrower and
the Guarantors in connection with any of the transactions contemplated by the
Loan Documents contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained
therein not misleading in light of the circumstances in which they are made.

SECTION 6.18. PERMITS AND GOVERNMENTAL AUTHORITY. All permits (other
than those the absence of which would not have a material adverse effect on
the business, operations or financial condition of the Borrower and its
Subsidiaries as a whole) required for the construction and operation of all
landfills currently owned or operated by the Borrower or any of its
Subsidiaries have been obtained and remain in full force and effect and are
not subject to any appeals or further proceedings or to any unsatisfied
conditions that may allow material modification or revocation. Neither the
Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower
and its Subsidiaries, the holder of such permits is in violation of any such
permits, except for any violation which would not have a material adverse
effect on the business, operations or financial condition of the Borrower and
its Subsidiaries as a whole.

SECTION 6.19. YEAR 2000 COMPLIANCE. The Borrower and its Subsidiaries
have reviewed the areas within their businesses and operations which could be
adversely affected by, and have developed or are developing a program to
address on a timely basis, the Year 2000 Compliance Issue. Based upon such
review, the Borrower reasonably believes that the Year 2000 Compliance Issue
will not have any material adverse effect on the business, operations or
financial condition of the Borrower and its Subsidiaries as a whole.

SECTION 7. AFFIRMATIVE COVENANTS OF THE BORROWER. The Borrower agrees
that, so long as any Obligation or any Letter of Credit is outstanding or the
Banks have any obligation to make Loans, or the Issuing Bank has any
obligation to issue, extend or renew any Letters of Credit hereunder, or the
Banks have any obligations to reimburse the Issuing Bank for drawings honored
under any Letter of Credit, it shall, and shall cause its Subsidiaries to,
comply with the following covenants:

SECTION 7.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually
pay or cause to be paid the principal and interest on the Loans, all
Reimbursement Obligations, fees and other amounts provided for in this
Agreement and the other Loan Documents, all in accordance with the terms of
this Agreement and such other Loan Documents.

SECTION 7.2. MAINTENANCE OF U.S. OFFICE. The Borrower will maintain
its chief executive offices at Houston, Texas, or at such other place in the
United States of America as the Borrower shall designate upon 30 days' prior
written notice to the Administrative Agent.

SECTION 7.3. RECORDS AND ACCOUNTS. The Borrower will, and will cause
each of its Subsidiaries to, keep true and accurate records and books of
account in which full, true and correct entries will be made in accordance
with GAAP and with the requirements of all regulatory authorities and
maintain adequate accounts and reserves for all taxes (including income
taxes), depreciation, depletion, obsolescence and amortization of its
properties, all other contingencies, and all other proper reserves.

Section 7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The
Borrower will deliver to the Banks:

(a) as soon as practicable, but, in any event not later than 92 days
after the end of each fiscal year of the Borrower, the consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such year,
consolidated statements of cash flows, and the related consolidated
statements of operations, each setting forth in comparative form the
figures for the previous fiscal year, all such consolidated financial
statements to be in reasonable detail, prepared, in accordance with GAAP
and, with respect to the consolidated financial statements, certified by
PricewaterhouseCoopers LLP or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent
auditors selected by the Borrower and reasonably satisfactory to the Banks
(the "Accountants"). In addition, simultaneously therewith, the Borrower
shall provide the Banks with a written statement from such Accountants to
the effect that they have read a copy of this Agreement, and that, in
making the examination necessary to said certification, they have obtained
no knowledge of any Default or Event of Default, or, if such Accountants
shall have obtained knowledge of any then existing Default or Event of
Default they shall disclose in such statement any such Default or Event of
Default;

(b) as soon as practicable, but in any event not later than 47 days
after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, copies of the consolidated balance sheet and
statement of operations of the Borrower and its Subsidiaries as at the end
of such quarter, subject to year-end adjustments, and the related

consolidated statement of cash flows, all in reasonable detail and prepared
in accordance with GAAP (to the extent GAAP is applicable to interim
unaudited financial statements) with a certification by the principal
financial or accounting officer of the Borrower (the "CFO or the CAO") that
the consolidated financial statements are prepared in accordance with GAAP
(to the extent GAAP is applicable to interim unaudited financial
statements) and fairly present the consolidated financial condition of the
Borrower and its Subsidiaries on a consolidated basis as at the close of
business on the date thereof and the results of operations for the period
then ended, it being understood that no such statement need be accompanied
by complete footnotes;

(c) simultaneously with the delivery of the financial statements
referred to in (a) and (b) above, a certificate in the form of EXHIBIT F
hereto (the "Compliance Certificate") signed by the CFO or the CAO or the
Borrower's corporate treasurer, stating that the Borrower and its
Subsidiaries are in compliance with the covenants contained in Sections 7,
8 and 9 hereof as of the end of the applicable period and setting forth in
reasonable detail computations evidencing such compliance with respect to
the covenants contained in Sections 8.1(d), 8.3, 8.4, 8.5, and 9 hereof and
that no Default or Event of Default exists, PROVIDED that if the Borrower
shall at the time of issuance of such Compliance Certificate or at any
other time obtain knowledge of any Default or Event of Default, the
Borrower shall include in such certificate or otherwise deliver forthwith
to the Banks a certificate specifying the nature and period of existence
thereof and what action the Borrower proposes to take with respect thereto;

(d) contemporaneously with, or promptly following, the filing or
mailing thereof, copies of all material of a financial nature filed with
the Securities and Exchange Commission or sent to the Borrower's and its
Subsidiaries' stockholders generally; and

(e) from time to time such other financial data and other information
as the Banks may reasonably request.

The Borrower hereby authorizes each Bank to disclose any information
obtained pursuant to this Agreement to all appropriate governmental
regulatory authorities where required by law; PROVIDED, HOWEVER, this
authorization shall not be deemed to be a waiver of any rights to object to
the disclosure by the Banks of any such information which the Borrower has or
may have under the federal Right to Financial Privacy Act of 1978, as in
effect from time to time, except as to matters specifically permitted therein.

SECTION 7.5. CORPORATE EXISTENCE AND CONDUCT OF BUSINESS. The Borrower
will, and will cause each Subsidiary, to do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, corporate rights and franchises; and effect and maintain its
foreign qualifications (except where the failure of the Borrower or any
Subsidiary to remain so qualified would not materially adversely impair the
financial condition, business or assets of the Borrower and its Subsidiaries
on a consolidated basis), licensing, domestication or authorization except as
terminated by its Board of Directors in the exercise of its reasonable
judgment; PROVIDED that such termination would not have a material adverse
effect on the financial

condition, business or assets of the Borrower and its Subsidiaries on a
consolidated basis. The Borrower will not, and will cause its Subsidiaries
not to, become obligated under any contract or binding arrangement which, at
the time it was entered into, would materially adversely impair the financial
condition, business or assets of the Borrower and its Subsidiaries, on a
consolidated basis. The Borrower will, and will cause each Subsidiary to,
continue to engage primarily in the businesses now conducted by it and in
related businesses.

SECTION 7.6. MAINTENANCE OF PROPERTIES. The Borrower will, and will
cause its Subsidiaries to, cause all material properties used or useful in
the conduct of their businesses to be maintained and kept in good condition,
repair and working order (ordinary wear and tear excepted) and supplied with
all necessary equipment and cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Borrower and its Subsidiaries may be necessary so that the businesses
carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED, HOWEVER, that nothing in this section shall
prevent the Borrower or any of its Subsidiaries from discontinuing the
operation and maintenance of any of its properties if such discontinuance is,
in the judgment of the Borrower or such Subsidiary, desirable in the conduct
of its or their business and which does not in the aggregate materially
adversely affect the financial condition, business or assets of the Borrower
and its Subsidiaries on a consolidated basis.

SECTION 7.7. INSURANCE. The Borrower will, and will cause its
Subsidiaries to, maintain with financially sound and reputable insurance
companies, funds or underwriters, insurance of the kinds, covering the risks
(other than risks arising out of or in any way connected with personal
liability of any officers and directors thereof) and in the relative
proportionate amounts usually carried by reasonable and prudent companies
conducting businesses similar to that of the Borrower and its Subsidiaries,
in amounts substantially similar to the existing coverage policies maintained
by the Borrower and its Subsidiaries, copies of which have been provided to
the Administrative Agent. In addition, the Borrower will furnish from time
to time, upon any Bank's request, a summary of the insurance coverage of the
Borrower and its Subsidiaries, which summary shall be in form and substance
satisfactory to the Banks and, if requested by any of the Banks, will furnish
to the Administrative Agent and such Bank copies of the applicable policies.

SECTION 7.8. TAXES. The Borrower will, and will cause its Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged, before the
same shall become overdue, all taxes, assessments and other governmental
charges (other than taxes, assessments and other governmental charges imposed
by jurisdictions other than the United States, Canada or any political
subdivision thereof, which in the aggregate are not material to the business,
financial conditions, or assets of the Borrower and its Subsidiaries on a
consolidated basis) imposed upon it and its real properties, sales and
activities, or any part thereof, or upon the income or profits therefrom, as
well as all claims for labor, materials, or supplies, which if unpaid might
by law become a lien or charge upon any of its property; PROVIDED, HOWEVER,
that any such tax, assessment, charge, levy or claim need not be paid if the
validity or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Borrower or such Subsidiary shall have set
aside on its books adequate reserves with respect thereto as required by
GAAP; and PROVIDED, FURTHER, that the Borrower or such Subsidiary will pay
all such taxes,

assessments, charges, levies or claims forthwith upon the commencement of
proceedings to foreclose any lien which may have attached as security
therefor.

SECTION 7.9. INSPECTION OF PROPERTIES, BOOKS AND CONTRACTS. The
Borrower will, and will cause its Subsidiaries to, permit the Administrative
Agent or any Bank or any of their designated representatives, upon reasonable
notice, to visit and inspect any of the properties of the Borrower and its
Subsidiaries, to examine the books of account of the Borrower and its
Subsidiaries, or contracts (and to make copies thereof and extracts
therefrom), and to discuss the affairs, finances and accounts of the Borrower
and its Subsidiaries with, and to be advised as to the same by, their
officers, all at such times and intervals as may be reasonably requested.

SECTION 7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES AND PERMITS;
MAINTENANCE OF MATERIAL LICENSES AND PERMITS. The Borrower will, and will
cause each Subsidiary to, (i) comply with the provisions of its charter
documents and by-laws; (ii) comply in all material respects with all
agreements and instruments by which it or any of its properties may be bound;
(iii) comply with all applicable laws and regulations (including
Environmental Laws), decrees, orders, judgments, licenses and permits,
including, without limitation, all environmental permits ("Applicable
Requirements"), except where noncompliance with such Applicable Requirements
would not reasonably be expected to have a material adverse effect in the
aggregate on the consolidated financial condition, properties or businesses
of the Borrower and its Subsidiaries; and (iv) maintain all material
operating permits for all landfills now owned or hereafter acquired; and (v)
dispose of hazardous waste only at licensed disposal facilities operating, to
the best of the Borrower's or such Subsidiary's knowledge after reasonable
inquiry, in compliance with Environmental Laws. If at any time any
authorization, consent, approval, permit or license from any officer, agency
or instrumentality of any government shall become necessary or required in
order that the Borrower or any Subsidiary may fulfill any of its obligations
hereunder or under any other Loan Document, the Borrower will immediately
take or cause to be taken all reasonable steps within the power of the
Borrower or such Subsidiary to obtain such authorization, consent, approval,
permit or license and furnish the Banks with evidence thereof.

SECTION 7.11. ENVIRONMENTAL INDEMNIFICATION. The Borrower covenants
and agrees that it will indemnify and hold the Banks, the Issuing Banks and
the Administrative Agent and their respective affiliates, and each of the
representatives, agents and officers of each of the foregoing, harmless from
and against any and all claims, expense, damage, loss or liability incurred
by the Banks, the Issuing Banks or the Administrative Agent (including all
costs of legal representation incurred by the Banks, the Issuing Banks or the
Administrative Agent) relating to (a) any Release or threatened Release of
Hazardous Substances on the Real Property; (b) any violation of any
Environmental Laws or Applicable Requirements with respect to conditions at
the Real Property or other assets of the Borrower or its Subsidiaries, or the
operations conducted thereon; or (c) the investigation or remediation of
offsite locations at which the Borrower, any of its Subsidiaries, or their
predecessors are alleged to have directly or indirectly Disposed of Hazardous
Substances. It is expressly acknowledged by the Borrower that this covenant
of indemnification shall survive the payment of the Loans and Reimbursement
Obligations and satisfaction of all other Obligations hereunder and shall
inure to the benefit of the Banks, the Issuing Banks, the Administrative
Agent and their affiliates, successors and assigns.

SECTION 7.12. FURTHER ASSURANCES. The Borrower and the Guarantors will
cooperate with the Administrative Agent and execute such further instruments
and documents as the Administrative Agent shall reasonably request to carry
out to the Banks' satisfaction the transactions contemplated by this
Agreement.

SECTION 7.13. NOTICE OF POTENTIAL CLAIMS OR LITIGATION. The Borrower
shall deliver to the Banks, within 30 days of receipt thereof, written notice
of the initiation of any action, claim, complaint, or any other notice of
dispute or potential litigation against the Borrower or any of its
Subsidiaries wherein the potential liability is in excess of $25,000,000 or
which questions the validity or enforceability of any Loan Document together
with a copy of each such notice received by the Borrower or any of its
Subsidiaries.

SECTION 7.14. NOTICE OF CERTAIN EVENTS CONCERNING INSURANCE AND
ENVIRONMENTAL CLAIMS.

(a) The Borrower will provide the Banks with written notice as to
any material cancellation or material adverse change in any insurance
of the Borrower or any of its Subsidiaries within ten (10) Business
Days after the Borrower's or any of its Subsidiary's receipt of any
notice (whether formal or informal) of such material cancellation or
material change by any of its insurers.

(b) The Borrower will promptly, and in any event within ten (10)
Business Days of the Borrower's obtaining knowledge thereof, notify the
Banks in writing of any of the following events:

(i) upon the Borrower's or any Subsidiary's obtaining knowledge
of any violation of any Environmental Law regarding the Real Property
or the Borrower's or any Subsidiary's operations which violation
could have a material adverse effect on the business, financial
condition, or assets of the Borrower and its Subsidiaries on a
consolidated basis;

(ii) upon the Borrower's or any Subsidiary's obtaining knowledge
of any potential or known Release, or threat of Release, of any
Hazardous Substance at, from, or into the Real Property which could
materially affect the business, financial condition, or assets of the
Borrower and its Subsidiaries on a consolidated basis;

(iii) upon the Borrower's or any Subsidiary's receipt of any
notice of any material violation of any Environmental Law or of any
Release or threatened Release of Hazardous Substances, including a
notice or claim of liability or potential responsibility from any
third party (including any federal, state, provincial, territorial or
local governmental officials) and including notice of any formal
inquiry, proceeding, demand, investigation or other action with
regard to (A) the Borrower's, any Subsidiary's or any Person's
operation of the Real Property, (B) contamination on, from, or into
the Real Property, or (C) investigation or remediation of offsite
locations at which the Borrower, any Subsidiary, or its predecessors
are alleged to have directly or indirectly Disposed

of Hazardous Substances, and with respect to which the liability
associated therewith could be reasonably expected to exceed
$25,000,000; or

(iv) upon the Borrower's or any Subsidiary's obtaining knowledge
that any expense or loss which individually or in the aggregate
exceeds $25,000,000 has been incurred by such governmental authority
in connection with the assessment, containment, removal or
remediation of any Hazardous Substances with respect to which the
Borrower or any Subsidiary may be liable or for which a lien may be
imposed on the Real Property.

SECTION 7.15. NOTICE OF DEFAULT. The Borrower will promptly notify the
Banks in writing of the occurrence of any Default or Event of Default. If
any Person shall give any notice or take any other action in respect of a
claimed default (whether or not constituting an Event of Default) under this
Agreement or any other note, evidence of indebtedness, indenture or other
obligation evidencing indebtedness in excess of $25,000,000 as to which the
Borrower or any of its Subsidiaries is a party or obligor, whether as
principal or surety, the Borrower shall forthwith upon obtaining actual
knowledge thereof give written notice thereof to the Banks, describing the
notice of action and the nature of the claimed default.

SECTION 7.16. USE OF PROCEEDS. The proceeds of the Loans shall be used
for general corporate purposes and in connection with the WMI Merger and
refinancing the WMI Credit Agreement and other existing debt and letters of
credit of Old WMI and the Borrower. No proceeds of the Loans shall be used
in any way that will violate Regulations G, T, U or X of the Board of
Governors of the Federal Reserve System. No portion of the proceeds of any
Loan is to be used, and no portion of any Letter of Credit is to be obtained,
for the purpose of (a) knowingly purchasing, or providing credit support for
the purchase of, Ineligible Securities from a Section 20 Subsidiary during
any period in which such Section 20 Subsidiary makes a market in such
Ineligible Securities, (b) knowingly purchasing, or providing credit support
for the purchase of, during the underwriting or placement period, any
Ineligible Securities being underwritten or privately placed by a Section 20
Subsidiary, or (c) making, or providing credit support for the making of,
payments of principal or interest on Ineligible Securities underwritten or
privately placed by a Section 20 Subsidiary and issued by or for the benefit
of the Borrower or any Subsidiary or other affiliate of the Borrower.

SECTION 7.17. CERTAIN TRANSACTIONS. Except as disclosed in the
Disclosure Documents, and except for arm's length transactions pursuant to
which the Borrower or any Subsidiary makes payments in the ordinary course of
business upon terms no less favorable than the Borrower or such Subsidiary
could obtain from third parties, none of the officers, directors, or
employees of the Borrower or any Subsidiary are presently or shall be a party
to any transaction with the Borrower or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any officer, director or such
employee or, to the knowledge of the Borrower or any Subsidiary, any
corporation, partnership, trust or other entity in which any officer,

director, or any such employee has a substantial interest or is an officer,
director, trustee or partner.

SECTION 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. The Borrower
agrees that, so long as any Obligation or Letter of Credit is outstanding or
the Banks have any obligation to make Loans or any Issuing Bank has any
obligation to issue, extend or renew any Letters of Credit hereunder, or the
Banks have any obligation to reimburse any Issuing Bank for drawings honored
under any Letter of Credit, it shall, and shall cause its Subsidiaries to,
comply with the following covenants:

SECTION 8.1. RESTRICTIONS ON INDEBTEDNESS. Neither the Borrower nor
any of its Subsidiaries shall become or be a guarantor or surety of, or
otherwise create, incur, assume, or be or remain liable, contingently or
otherwise, with respect to any Indebtedness, or become or be responsible in
any manner (whether by agreement to purchase any obligations, stock, assets,
goods or services, or to supply or advance any funds, assets, goods or
services or otherwise) with respect to any Indebtedness of any other Person,
or incur any Indebtedness other than:

(a) Indebtedness arising under this Agreement or the other Loan
Documents;

(b) (i) Indebtedness incurred by the Borrower or any Subsidiary with
respect to any suretyship or performance bond incurred in the ordinary
course of its business and undrawn landfill closure bonds; and

(ii) Guarantees of the Subsidiaries' obligations to governmental
authorities in lieu of the posting of any landfill closure bonds;

(c) Unsecured Indebtedness of the Borrower (and any guarantee thereof
by Old WMI), including commercial paper, which is pari passu or
subordinated to the Obligations; PROVIDED that there does not exist a
Default or Event of Default at the time of the incurrence of such
Indebtedness and no Default or Event of Default would be created by the
incurrence of such Indebtedness;

(d) (i) Indebtedness of the Borrower's Subsidiaries (other than of
Old WMI and the Sanifill Convertible Subordinated Debt and United
Convertible Subordinated Debt), (ii) secured Indebtedness of the Borrower,
(iii) Indebtedness with respect to drawn landfill closure bonds of the
Borrower's Subsidiaries (other than of Old WMI), and (iv) Indebtedness with
respect to Permitted Receivables Transactions (other than of Old WMI);
PROVIDED that the aggregate amount of all such Indebtedness in this Section
8.1(d) shall not exceed 15% of Consolidated Tangible Assets at any time;

(e) Indebtedness of Old WMI listed in SCHEDULE 8.1(E) on the terms
and conditions existing on the Effective Date, PROVIDED that any extension,
renewal or refinancing of such Indebtedness is prohibited unless the amount
of such extended, renewed or refinanced Indebtedness by Old WMI is deducted
from Indebtedness allowed under Section 8.1(d) above;

(f) The Sanifill Convertible Subordinated Debt and United Convertible
Subordinated Debt; and

(g) Until July 31, 1998 only, with respect to the WMF Agreement.

SECTION 8.2. RESTRICTIONS ON LIENS. The Borrower will not, and will
cause its Subsidiaries not to, create or incur or suffer to be created or
incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any property or
assets of any character, whether now owned or hereafter acquired, or upon the
income or profits therefrom; or transfer any of such property or assets or
the income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to
payment of its general creditors; or acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title
retention or purchase money security agreement, device or arrangement; or
suffer to exist for a period of more than 30 days after the same shall have
been incurred any Indebtedness or claim or demand against it which if unpaid
might by law or upon bankruptcy or insolvency, or otherwise, be given any
priority whatsoever over its general creditors; or sell, assign, pledge or
otherwise transfer any accounts, contract rights, general intangibles or
chattel paper, with or without recourse, except as follows (the "Permitted
Liens"):

(a) Liens existing on the Effective Date and listed on SCHEDULE
8.2(A) hereto;

(b) Liens securing Indebtedness permitted by Section 8.1(b)(i)
hereof; provided that the assets subject to such liens and security
interests shall be limited to those contracts to which such guaranty,
suretyship or indemnification obligations relate and the rights to payment
thereunder;

(c) Liens securing Indebtedness permitted under Sections 8.1(d) and
(e) (provided that Liens created pursuant to a Permitted Receivables
Transaction are only on the receivables so transferred and secure only the
obligations with respect thereto), and Section 8.1(g), provided such liens
are discharged by August 31, 1998;

(d) Liens securing Indebtedness arising under the United Senior
Secured Notes;

(e) Liens to secure taxes, assessments and other government charges
in respect of obligations not overdue;

(f) Deposits or pledges made in connection with, or to secure payment
of, workmen's compensation, unemployment insurance, old age pensions or
other social security obligations;

(g) Liens in respect of judgments or awards which have been in force
for less than the applicable period for taking an appeal so long as
execution is not levied thereunder or in respect of which the Borrower (or
any Subsidiary) shall at the time in good faith be prosecuting an appeal or
proceedings for review and in respect of which a

stay of execution shall have been obtained pending such appeal or review
and in respect of which the Borrower maintains adequate reserves;

(h) Liens of carriers, warehousemen, mechanics and materialmen, and
other like liens, in existence less than 120 days from the date of creation
thereof in respect of obligations not overdue, PROVIDED THAT such liens may
continue to exist for a period of more than 120 days if the validity or
amount thereof shall currently be contested by the Borrower (or any
Subsidiary) in good faith by appropriate proceedings and if the Borrower
shall have set aside on its books adequate reserves with respect thereto as
required by GAAP and PROVIDED FURTHER THAT the Borrower (or any Subsidiary)
will pay any such claim forthwith upon commencement of proceedings to
foreclose any such lien; and

(i) Encumbrances consisting of easements, rights of way, zoning
restrictions, restrictions on the use of real property and defects and
irregularities in the title thereto, landlord's or lessor's liens under
leases to which the Borrower or any Subsidiary is a party, and other minor
liens or encumbrances none of which in the opinion of the Borrower
interferes materially with the use of the property affected in the ordinary
conduct of the business of the Borrower or any of its Subsidiaries, which
defects do not individually or in the aggregate have a material adverse
effect on the business of the Borrower or any Subsidiary individually or of
the Borrower and its Subsidiaries on a consolidated basis.

The Borrower and the Guarantors covenant and agree that if any of them
or any of their Subsidiaries shall create or assume any lien upon any of
their respective properties or assets, whether now owned or hereafter
acquired, other than Permitted Liens (unless prior written consent shall
have been obtained from the Banks), the Borrower and the Guarantors will
make or cause to be made effective provision whereby the Obligations and
their respective Guaranteed Obligations will be secured by such lien
equally and ratably with any and all other Indebtedness thereby secured so
long as such other Indebtedness shall be so secured; PROVIDED, that the
covenants of the Borrower and the Guarantors contained in this sentence
shall only be in effect for so long as the Borrower or any Guarantor shall
be similarly obligated under any other Indebtedness; PROVIDED, FURTHER,
that an Event of Default shall occur for so long as such other Indebtedness
becomes secured notwithstanding any actions taken by the Borrower or any
Guarantor to ratably secure the Obligations and the Guaranteed Obligations
hereunder.

SECTION 8.3. RESTRICTIONS ON INVESTMENTS. Except to the extent
provided in Section 8.4, neither the Borrower nor any Subsidiary may make or
permit to exist or to remain outstanding any Investment, unless both before
and after giving effect thereto (i) the Borrower and its Subsidiaries are in
compliance with the covenants set forth in Sections 7, 8 and 9 hereof; (ii)
there does not exist a Default or Event of Default and no Default or Event of
Default would be created by the making of such Investment; and (iii) the
aggregate amount of all Investments (excluding Investments in (A) direct
obligations of the United States of America or any agency thereof having
maturities of less than one (1) year, (B) certificates of deposit having
maturities of less than one (1) year, issued by commercial banks in the
United States or Canada having capital and

surplus of not less than $100,000,000, (C) wholly owned Subsidiaries (other
than WMInternational), and (D) existing WMInternational Investments listed on
Schedule 8.3) does not exceed 10% of Consolidated Tangible Assets; PROVIDED,
that the ability of the Borrower and its Subsidiaries to incur any
Indebtedness in connection with any Investment permitted by this Section 8.3
shall be governed by Section 8.1.

SECTION 8.4. MERGERS, CONSOLIDATIONS, SALES.

(a) Neither the Borrower nor any Subsidiary shall be a party to any
merger, consolidation or exchange of stock unless the Borrower shall be the
surviving entity with respect to any such transaction to which the Borrower
is a party and a Guarantor shall be the survivor of any merger with any
Subsidiary which is not Guarantor or a Subsidiary shall be the surviving
entity (and continue to be a Subsidiary) with respect to any such
transactions to which one or more Subsidiaries is a party (and the
conditions set forth below are satisfied), or purchase or otherwise acquire
all or substantially all of the assets or stock of any class of, or any
partnership, membership or joint venture or other interest in, any other
Person except as otherwise provided in Section 8.3 or this Section 8.4.
Notwithstanding the foregoing, the Borrower and its Subsidiaries may
purchase or otherwise acquire all or substantially all of the assets or
stock of any class of, or joint venture or other interest in, any Person if
the following conditions have been met: (i) the proposed transaction will
not otherwise create a Default or an Event of Default hereunder; (ii) the
business to be acquired predominantly involves (A) the collection,
transfer, hauling, disposal or recycling of solid waste (excluding
hazardous waste as that term is defined in RCRA) or thermal soil
remediation, or (B) other lines of businesses currently engaged in by Old
WMI, including (1) on-site portable sanitation services, (2) industrial
cleaning services, (3) chemical waste treatment, storage, disposal and
related services, (4) on-site integrated hazardous waste management
services, including hazardous waste identification, packaging, removal, and
recycling services, (5) radioactive waste management services, (6)
development and operation of waste-to-energy facilities and related
services, (7) the treatment and management of biosolids, (8) design and
installation of air pollution control systems and equipment, or (9)
environmental and infrastructure consulting and related services, provided
that revenues from operations with respect to items (3), (4) and (5) shall
not exceed ten percent (10%) of consolidated revenues without the consent
of the Majority Banks; (iii) the business to be acquired operates
predominantly (A) in North America or (B) outside North America, PROVIDED,
that the aggregate amount of such acquisitions under this clause (B) does
not exceed fifteen percent (15%) of Consolidated Tangible Assets; and (iv)
the board of directors and (if required by applicable law) the
shareholders, or the equivalent thereof, of the business to be acquired has
approved such acquisition. Notwithstanding anything herein to the
contrary, the ability of the Borrower and its Subsidiaries to incur any
Indebtedness in connection with any transaction permitted pursuant to this
Section 8.4 shall be governed by Section 8.1. Notwithstanding the
foregoing, the Borrower may effect the WMI Merger provided that such
transaction will not otherwise create a Default or Event of Default
hereunder.

(b) Neither the Borrower nor any Subsidiary shall sell, transfer,
convey or lease any assets or group of assets including the sale or
transfer of any property owned by the Borrower or any Subsidiary in order
then or thereafter to lease such property or lease other property which the
Borrower or such Subsidiary intends to use for substantially the same
purpose as the property being sold or transferred (except (1) transfers of
real or personal property among Subsidiaries of the Borrower which are
wholly owned by the Borrower, (2) Regulatory Dispositions, and (3) so long
as no Default or Event of Default has occurred and is continuing, or would
result therefrom, sales of assets in the ordinary course of business in any
calendar year with an aggregate value not greater than five percent (5%) of
Consolidated Total Assets, as set forth in the most recent financial
statements delivered to the Banks pursuant to Section 7.4 hereof) or sell
or assign, with or without recourse, any receivables (except accounts
receivable more than sixty (60) days past due sold or assigned in the
ordinary course of collecting past due accounts, or pursuant to a Permitted
Receivables Transaction).

SECTION 8.5. RESTRICTED DISTRIBUTIONS AND REDEMPTIONS. Neither the
Borrower nor any of its Subsidiaries will (a) declare or pay any
Distributions, or (b) redeem, convert, retire or otherwise acquire shares of
any class of its capital stock (other than in connection with a merger
permitted by Section 8.4 hereof or conversion into another form of equity of
any preferred shares of the Borrower existing as of the Effective Date
pursuant to the terms thereof); PROVIDED that the Borrower and its
Subsidiaries may pay cash dividends and redeem stock in an aggregate amount
not to exceed (x) $100,000,000 PLUS (y) on a cumulative basis, 50% of the sum
of, if positive, (i) Consolidated Net Income after June 30, 1998 plus (ii)
WMI Merger Costs and Special Charges. Notwithstanding the above, any
Subsidiary may make Distributions to the Borrower and the Borrower agrees
that neither the Borrower nor any Material Subsidiary will enter into any
agreement restricting Distributions from such Material Subsidiary to the
Borrower.

SECTION 8.6. EMPLOYEE BENEFIT PLANS. None of the Borrower, any of its
Subsidiaries, or any ERISA Affiliate will:

(a) engage in any "prohibited transaction" within the meaning of 9406
of ERISA or Section 4975 of the Code which could result in a material
liability for the Borrower on a consolidated basis; or

(b) permit any Guaranteed Pension Plan to incur an "accumulated
funding deficiency", as such term is defined in Section 302 of ERISA,
whether or not such deficiency is or may be waived; or

(c) fail to contribute to any Guaranteed Pension Plan to an extent
which, or terminate any Guaranteed Pension Plan in a manner which, could
result in the imposition of a lien or encumbrance on the assets of the
Borrower or any guarantor pursuant to Section 302(f) or Section 4068 of
ERISA; or

(d) permit or take any action which would result in the aggregate
benefit liabilities (with the meaning of Section 4001 of ERISA) of all
Guaranteed Pension Plans exceeding the value of the aggregate assets of
such Plans, disregarding for this purpose

the benefit liabilities and assets of any such Plan with assets in
excess of benefit liabilities; or

(e) take any action referred to in paragraph (a), (b), (c) or (d)
above that would violate any provisions of Applicable Canadian Pension
Legislation.

The Borrower and its Subsidiaries will (i) promptly upon the request of
any Bank or the Administrative Agent, furnish to the Banks a copy of the most
recent actuarial statement required to be submitted under Section 103(d) of
ERISA and Annual Report, Form 5500, with all required attachments, in respect
of each Guaranteed Pension Plan and (ii) promptly upon receipt or dispatch,
furnish to the Banks any notice, report or demand sent or received in respect
of a Guaranteed Pension Plan under Sections 302, 4041, 4042, 4043, 4063,
4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under
Sections 4041A, 4202, 4219, 4242 or 4245 of ERISA.

SECTION 9. FINANCIAL COVENANTS OF THE BORROWER. The Borrower agrees
that, so long as any Obligation or Letter of Credit is outstanding or the
Banks have any obligation to make Loans, or any Issuing Bank has any
obligation to issue, extend or renew any Letter of Credit hereunder, or the
Banks have any obligation to reimburse any Issuing Bank for drawings honored
under any Letter of Credit, it shall, and shall cause its Subsidiaries to,
comply with the following covenants:

SECTION 9.1. INTEREST COVERAGE RATIO. As of the end of any fiscal
quarter of the Borrower ending during any period described in the table set
forth below, the Borrower will not permit the ratio of (a) EBIT to (b)
Consolidated Total Interest Expense for such period to be less than the ratio
set forth opposite such period in such table:

Period Ratio
------ -----
Effective Date - March 31, 1999 2.50:1
April 1, 1999 and thereafter 3.00:1

The Interest Coverage Ratio shall be calculated on a cumulative quarterly
basis for the fiscal quarters ending September 30, 1998, through March 31, 1999,
and thereafter for the four fiscal quarters then ending.

SECTION 9.2. TOTAL DEBT TO EBITDA. As of the end of any fiscal quarter
of the Borrower commencing with the fiscal quarter ending September 30, 1998,
the ratio of Total Debt to EBITDA shall not exceed 3.00:1 at any time. For
the purposes of this Section 9.2, EBITDA shall be calculated on an annualized
basis for the fiscal quarters ending September 30, 1998 through the fiscal
quarter ending March 31, 1999, and thereafter, for the four fiscal quarters
then ending.

SECTION 10. CONDITIONS PRECEDENT.

SECTION 10.1. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Agreement and the obligations of the Banks to make any Loans and of any
Issuing Bank to issue Letters of Credit

and of the Banks to participate in Letters of Credit and otherwise be bound
by the terms of this Agreement shall be subject to the satisfaction of each
of the following conditions precedent:

SECTION 10.1.1. CORPORATE ACTION. All corporate action necessary for
the valid execution, delivery and performance by the Borrower and the
Guarantors of the Loan Documents shall have been duly and effectively taken,
and evidence thereof certified by authorized officers of the Borrower and the
Guarantors and satisfactory to the Majority Banks shall have been provided to
the Banks.

SECTION 10.1.2. LOAN DOCUMENTS, ETC. Each of the Loan Documents and
other documents listed on the closing agenda shall have been duly and
properly authorized, executed and delivered by the respective parties thereto
and shall be in full force and effect in a form satisfactory to the Majority
Banks.

SECTION 10.1.3. CERTIFIED COPIES OF CHARTER DOCUMENTS. The Banks shall
have received from each of the Borrower and the Guarantors a copy, certified
by a duly authorized officer of such Person to be true and complete on the
Effective Date, of (a) its charter or other incorporation documents as in
effect on such date of certification, and (b) its by-laws as in effect on
such date.

SECTION 10.1.4. INCUMBENCY CERTIFICATE. The Banks shall have received
an incumbency certificate, dated as of the Effective Date, signed by duly
authorized officers giving the name and bearing a specimen signature of each
individual who shall be authorized: (a) to sign the Loan Documents on behalf
of the Borrower and each Guarantor; (b) to make Syndicated Loan Requests and
Letter of Credit Requests; (c) to make Competitive Bid Quote Requests; and
(d) to give notices and to take other action on the Borrower's behalf under
the Loan Documents.

SECTION 10.1.5. CERTIFICATES OF INSURANCE.

The Banks shall have received (i) a certificate of insurance from an
independent insurance broker dated as of the Effective Date, or within 15
days prior thereto, identifying insurers, types of insurance, insurance
limits, and policy terms, and otherwise describing the insurance obtained in
accordance with the provisions of the Loan Documents and (ii) copies of all
policies evidencing such insurance (or certificates therefor signed by the
insurer or an agent authorized to bind the insurer).

SECTION 10.1.6. OPINIONS OF COUNSEL. The Banks shall have received
favorable legal opinions from outside counsel to the Borrower and the
Guarantors addressed to the Banks, dated the Effective Date, in form and
substance satisfactory to the Administrative Agent.

SECTION 10.1.7. EXISTING DEBT. The Administrative Agent shall have
received a payoff letter, in form and substance satisfactory to the
Administrative Agent, with respect to the accrued interest and fees under the
Existing Credit Agreement, payoff letters with respect to Old WMI, and other
debt of the Borrower, such payoff letter(s) indicating the amount of the loan
obligations of the Borrower, its Subsidiaries, and the Guarantors to be
discharged as of the Effective Date.

SECTION 10.1.8. SATISFACTORY FINANCIAL CONDITION. No material adverse
change, in the judgment of the Majority Banks, shall have occurred in the
financial condition, results of operations, business, properties or prospects
of the Borrower and its Subsidiaries, or Old WMI and its Subsidiaries, taken
as a whole, since the most recent financial statements and projections
provided to the Banks.

SECTION 10.1.9. PAYMENT OF AMENDMENT FEES. The Borrower shall have
paid the agreed upon amendment fees to the Administrative Agent for the
account of the Banks.

SECTION 10.1.10. WMI MERGER. The WMI Merger shall be successfully
completed on terms no less favorable to the Borrower than the terms set forth
in the WMI Merger Agreement, and evidence thereof satisfactory to the
Administrative Agent, including, without limitation, a legal opinion as to
the completion of the WMI Merger, shall have been furnished to the
Administrative Agent. In addition, the definitive documentation relating to
the WMI Merger shall be in form and substance reasonably satisfactory to the
Agents, and the structure of the WMI Merger, including all tax, ERISA,
accounting and other consequences thereof, shall be satisfactory to the
Agents.

SECTION 10.1.11. LIEN SEARCH RESULTS. The Administrative Agent shall
have received the results of UCC lien searches satisfactory to the
Administrative Agent with respect to Old WMI and its Subsidiaries indicating
no liens or encumbrances other than Permitted Liens.

SECTION 10.2. NOTICE OF EFFECTIVE DATE. Promptly upon receipt of the
items set forth above, the Administrative Agent shall notify the Banks that
all of the conditions of Section 10.1 have been satisfied and that the
Majority Banks have approved this Agreement. As soon as practical
thereafter, the Administrative Agent shall distribute an original counterpart
of the WMI Joinder and this Agreement to each Bank, together with copies of
other items delivered in connection with the closing of this Agreement.

SECTION 11. CONDITIONS TO ALL LOANS. The obligations of the Banks to
make any Loan and the obligation of any Issuing Bank to issue, extend, or
renew any Letter of Credit at the time of and subsequent to the Effective
Date is subject to the following conditions precedent:

SECTION 11.1. REPRESENTATIONS TRUE. Each of the representations and
warranties of the Borrower and the Guarantors (as applicable) contained in
this Agreement or in any document or instrument delivered pursuant to or in
connection with this Agreement shall be true as of the date as of which they
were made and shall also be true at and as of the time of the making of such
Loan or the issuance, extension, or renewal of any Letter of Credit, as
applicable, with the same effect as if made at and as of that time (except to
the extent of changes resulting from transactions contemplated or permitted
by this Agreement and changes occurring in the ordinary course of business
which singly or in the aggregate are not materially adverse to the business,
assets or financial condition of the Borrower and its Subsidiaries as a
whole, and to the extent that such representations and warranties relate
expressly and solely to an earlier date).

SECTION 11.2. PERFORMANCE; NO EVENT OF DEFAULT. The Borrower shall
have performed and complied with all terms and conditions herein required to
be performed or complied with by

them prior to or at the time of the making of any Loan the issuance,
extension or renewal of any Letter of Credit, and at the time of the making
of any Loan or the issuance, renewal or extension of any Letter of Credit,
there shall exist no Default or Event of Default or condition which would
result in a Default or an Event of Default upon consummation of such Loan or
issuance, extension, or renewal of any Letter of Credit, as applicable. Each
request for a Loan, or for issuance, extension or renewal of a Letter of
Credit shall constitute certification by the Borrower that the conditions
specified in Sections 11.1 and 11.2 will be duly satisfied on the date of
such Loan or Letter of Credit issuance, extension or renewal.

SECTION 11.3. NO LEGAL IMPEDIMENT. No change shall have occurred in
any law or regulations thereunder or interpretations thereof which in the
reasonable opinion of the Banks would make it illegal for the Banks to make
Loans, for any Issuing Bank to issue, extend or renew, or the Banks to
participate in, Letters of Credit hereunder.

SECTION 11.4. GOVERNMENTAL REGULATION. The Banks shall have received
from the Borrower and its Subsidiaries such statements in substance and form
reasonably satisfactory to the Banks as they shall require for the purpose of
compliance with any applicable regulations of the Comptroller of the Currency
or the Board of Governors of the Federal Reserve System or the Office of the
Superintendent of Financial Institutions.

SECTION 11.5. PROCEEDINGS AND DOCUMENTS. All proceedings in connection
with the transactions contemplated by this Agreement and all documents
incident thereto shall have been delivered to the Banks as of the date of the
making of any extension of credit in substance and in form satisfactory to
the Banks, including without limitation a Syndicated Loan Request in the form
attached hereto as EXHIBIT D or a Letter of Credit Request in the form of
EXHIBIT E and the Banks shall have received all information and such
counterpart originals or certified or other copies of such documents as the
Banks may reasonably request.

SECTION 12. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT.

SECTION 12.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the
following events ("Events of Default" or, if the giving of notice or the
lapse of time or both is required, then, prior to such notice and/or lapse of
time, "Defaults") shall occur:

(a) if the Borrower shall fail to pay any principal of the Loans when
the same shall become due and payable, whether at the stated date of
maturity or any accelerated date of maturity or at any other date fixed for
payment;

(b) if the Borrower shall fail to pay any interest or fees or other
amounts owing hereunder (other than those specified in subsection (a)
above) within five (5) Business Days after the same shall become due and
payable whether at the Maturity Date or any accelerated date of maturity or
at any other date fixed for payment;

(d) if the Borrower shall fail to perform any term, covenant or
agreement contained herein or in any of the other Loan Documents (other
than those specified in subsections (a), (b), and (c) above) and such
failure shall not be remedied within 30 days after written notice of such
failure shall have been given to the Borrower by the Administrative Agent
or any of the Banks;

(e) if any representation or warranty contained in this Agreement or
in any document or instrument delivered pursuant to or in connection with
this Agreement shall prove to have been false in any material respect upon
the date when made or repeated;

(f) if the Borrower or any of its Subsidiaries shall fail to pay when
due, or within any applicable period of grace, any Indebtedness in an
aggregate amount greater than $50,000,000, or fail to observe or perform
any material term, covenant or agreement contained in any one or more
agreements by which it is bound, evidencing or securing any Indebtedness in
an aggregate amount greater than $50,000,000 for such period of time as
would, or would have permitted (assuming the giving of appropriate notice
if required) the holder or holders thereof or of any obligations issued
thereunder to accelerate the maturity thereof or terminate its commitment
with respect thereto;

(g) if the Borrower, any Guarantor or any Material Subsidiary makes
an assignment for the benefit of creditors, or admits in writing its
inability to pay or generally fails to pay its debts as they mature or
become due, or petitions or applies for the appointment of a trustee or
other custodian, liquidator or receiver of the Borrower, the Guarantors or
any Material Subsidiary, or of any substantial part of the assets of the
Borrower, the Guarantors or any Material Subsidiary or commences any case
or other proceeding relating to the Borrower, the Guarantors or any
Material Subsidiary under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation or similar law
of any jurisdiction, now or hereafter in effect, or takes any action to
authorize or in furtherance of any of the foregoing, or if any such
petition or application is filed or any such case or other proceeding is
commenced against the Borrower, the Guarantors or any Material Subsidiary
or the Borrower, any Guarantor or any Material Subsidiary indicates its
approval thereof, consent thereto or acquiescence therein;

(h) if a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating the Borrower or any
Guarantor or any Material Subsidiary bankrupt or insolvent, or approving a
petition in any such case or other proceeding, or a decree or order for
relief is entered in respect of the Borrower or any Guarantor or any
Material Subsidiary in an involuntary case under federal bankruptcy laws of
any jurisdiction as now or hereafter constituted, and such decree or order
remains in effect for more than 30 days, whether or not consecutive;

(i) if there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty days, whether or not consecutive, any final
judgment against the Borrower or any Subsidiary which, with other
outstanding final judgments against the

Borrower and its Subsidiaries exceeds in the aggregate $25,000,000 after
taking into account any undisputed insurance coverage;

(j) if, with respect to any Guaranteed Pension Plan (or any
corresponding plan described in any Applicable Canadian Pension
Legislation), an ERISA Reportable Event or similar event under Applicable
Canadian Pension Legislation shall have occurred and the Banks shall have
determined in their reasonable discretion that such event reasonably could
be expected to result in liability of the Borrower or any Subsidiary to the
PBGC or similar Canadian authorities or the Plan in an aggregate amount
exceeding $25,000,000 and such event in the circumstances occurring
reasonably could constitute grounds for the partial or complete termination
of such Plan by the PBGC or similar Canadian authorities or for the
appointment by the appropriate United States District Court or Canadian
Court of a trustee to administer such Plan; or a trustee shall have been
appointed by the appropriate United States District Court or Canadian Court
to administer such Plan; or the PBGC or similar Canadian authorities shall
have instituted proceedings to terminate such Plan;

(k) if any of the Loan Documents shall be cancelled, terminated,
revoked or rescinded otherwise than in accordance with the terms thereof or
with the express prior written agreement, consent or approval of the Banks,
or any action at law, suit or in equity or other legal proceeding to
cancel, revoke or rescind any of the Loan Documents shall be commenced by
or on behalf of the Borrower, any Guarantor, or any of their respective
stockholders, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a determination
that, or issue a judgment, order, decree or ruling to the effect that, any
one or more of the Loan Documents is illegal, invalid or unenforceable in
accordance with the terms thereof; or

(l) if any person or group of persons (within the meaning of Section
13 or 14 of the Securities Exchange Act of 1934, as amended) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
by the Securities and Exchange Commission under said Act) of 25% or more of
the outstanding shares of common voting stock of the Borrower; or during
any period of twelve consecutive calendar months, individuals who were
directors of the Borrower on the first day of such period shall cease to
constitute a majority of the board of directors of the Borrower;

then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Majority Banks shall, by
notice in writing to the Borrower, declare all amounts owing with respect to
this Agreement, the Notes and the other Loan Documents and all Reimbursement
Obligations to be, and they shall thereupon forthwith become, immediately due
and payable without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration to the extent permitted by law or other
notice of any kind, all of which are hereby expressly waived by the Borrower;
PROVIDED that in the event of any Event of Default specified in Section 12.1(g)
or 12.1(h), all such amounts shall become immediately due and payable
automatically and without any requirement of notice from the Administrative
Agent or any Bank. Upon demand by the Majority Banks after the occurrence of
any Event of Default, the

Borrower shall immediately provide to the Administrative Agent cash in an
amount equal to the aggregate Maximum Drawing Amount to be held by the
Administrative Agent as collateral security for the Reimbursement Obligations.

SECTION 12.2. TERMINATION OF COMMITMENTS. If any Event of Default
pursuant to Sections 12.1(g) or 12.1(h) hereof shall occur, any unused
portion of the Total Commitment hereunder shall forthwith terminate and the
Banks and the Issuing Banks shall be relieved of all obligations to make
Loans or to issue, extend or renew Letters of Credit hereunder; or if any
other Event of Default shall occur, the Majority Banks may by notice to the
Borrower terminate the unused portion of the Total Commitment hereunder, and,
upon such notice being given, such unused portion of the Total Commitment
hereunder shall terminate immediately and the Banks and the Issuing Banks
shall be relieved of all further obligations to make Loans or to issue,
extend or renew Letters of Credit hereunder. No termination of any portion
of the Total Commitment hereunder shall relieve the Borrower of any of its
existing Obligations to the Banks, the Issuing Banks or the Administrative
Agent hereunder or elsewhere.

SECTION 12.3. REMEDIES. In case any one or more of the Events of
Default shall have occurred and be continuing, and whether or not the Banks
shall have accelerated the maturity of the Loans and other Obligations
pursuant to Section 12.1, each Bank, upon notice to the other Banks, if owed
any amount with respect to the Loans or the Reimbursement Obligations, may
proceed to protect and enforce its rights by suit in equity, action at law or
other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Agreement and the other Loan
Documents or any instrument pursuant to which the Obligations to such Bank
are evidenced, including, without limitation, as permitted by applicable law
the obtaining of the EX PARTE appointment of a receiver, and, if such amount
shall have become due, by declaration or otherwise, proceed to enforce the
payment thereof or any legal or equitable right of such Bank, any recovery
being subject to the terms of Section 29 hereof. No remedy herein conferred
upon any Bank or the Administrative Agent or the holder of any Note is
intended to be exclusive of any other remedy and each and every remedy shall
be cumulative and shall be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or any other
provision of law.

SECTION 13. SETOFF. Regardless of the adequacy of any collateral,
during the continuance of an Event of Default, any deposits or other sums
credited by or due from any Bank to the Borrower or any of them and any
securities or other property of the Borrower or any of them in the possession
of such Bank may be applied to or set off against the payment of Obligations
and any and all other liabilities, direct, or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, of the
Borrower to the Banks or the Administrative Agent. Any amounts set off
pursuant to this Section 13 shall be distributed ratably in accordance with
Section 30 among all of the Banks by the Bank setting off such amounts. If
any Bank fails to share such setoff ratably, the Administrative Agent shall
have the right to withhold such Bank's share of the Borrower's payments until
each of the Banks shall have, in the aggregate, received a pro rata repayment.

SECTION 14. EXPENSES. Whether or not the transactions contemplated
herein shall be consummated, the Borrower hereby promises to reimburse the
Administrative Agent for all

reasonable out-of-pocket fees and disbursements (including all reasonable
attorneys' fees) incurred or expended in connection with the preparation,
filing or recording, or interpretation of this Agreement, the other Loan
Documents, or any amendment, modification, approval, consent or waiver hereof
or thereof. The Borrower further promises to reimburse the Administrative
Agent and the Banks for all reasonable out-of-pocket fees and disbursements
(including all reasonable legal fees and the allocable cost of in-house
attorneys' fees) incurred or expended in connection with the enforcement of
any Obligations or the satisfaction of any indebtedness of the Borrower
hereunder or under any other Loan Document, or in connection with any
litigation, proceeding or dispute hereunder in any way related to the credit
hereunder. The Borrower also promises to pay the Administrative Agent all
reasonable out-of-pocket fees and disbursements, incurred or expended in
connection with the Competitive Bid Loan procedure under Section 4 hereof.

SECTION 15. THE ADMINISTRATIVE AGENT.

SECTION 15.1. APPOINTMENT, POWERS AND IMMUNITIES. Each Bank hereby
irrevocably appoints and authorizes MGT to act as Administrative Agent,
PROVIDED, HOWEVER, the Administrative Agent is hereby authorized to serve
only as administrative and documentation agent for the Banks and to exercise
such powers as are reasonably incidental thereto and as are set forth in this
Agreement and the other Loan Documents. The Administrative Agent hereby
acknowledges that it does not have the authority to negotiate any agreement
which would bind the Banks or agree to any amendment, waiver or modification
of any of the Loan Documents or bind the Banks except as set forth in this
Agreement or the Loan Documents. Except as provided in this Agreement, and
in the other Loan Documents, the Administrative Agent shall take action or
refrain from acting only upon instructions of the Banks. It is agreed that
the duties, rights, privileges and immunities of the Issuing Banks, in their
capacity as issuers of Letters of Credit hereunder, shall be identical to the
duties, rights, privileges and immunities of the Administrative Agent as
provided in this Section 15. The Administrative Agent shall not have any
duties or responsibilities or any fiduciary relationship with any Bank except
those expressly set forth in this Agreement and the other Loan Documents.
Neither the Administrative Agent nor any of its affiliates shall be
responsible to the Banks for any recitals, statements, representations or
warranties made by the Borrower or any other Person whether contained herein
or otherwise or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement, the other Loan Documents or
any other document referred to or provided for herein or therein or for any
failure by the Borrower or any other Person to perform its obligations
hereunder or thereunder or in respect of the Notes. The Administrative Agent
may employ agents and attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by
it with reasonable care. The Administrative Agent, the Agents and any of
their directors, officers, employees or agents shall not be responsible for
any action taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or willful
misconduct. The Administrative Agent in its separate capacity as a Bank
shall have the same rights and powers hereunder as any other Bank.

SECTION 15.2. ACTIONS BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be fully justified in failing or refusing to take any action
under this Agreement as reasonably deemed appropriate unless it shall first
have received the consent of the Majority Banks (or, when

expressly required hereby, all of the Banks), and shall be indemnified to its
reasonable satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or
any of the Loan Documents in accordance with the instruction of the Majority
Banks (or, when expressly required hereby or thereby, all of the Banks), and
such instruction and any action taken or failure to act pursuant thereto
shall be binding upon the Banks and all future holders of the Notes or any
Letter of Credit Participation.

SECTION 15.3. INDEMNIFICATION. Without limiting the obligations of the
Borrower hereunder or under any other Loan Document, the Banks agree to
indemnify the Administrative Agent, its affiliates and its respective
directors, officers, agents and employees (to the extent not reimbursed by
the Borrower) ratably in accordance with their respective Commitment
Percentages for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may at any time be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising
out of this Agreement or any other Loan Document or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or the enforcement of any of the terms hereof
or thereof or of any such other documents; PROVIDED, that no Bank shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Administrative Agent (or any agent
thereof) and provided further that no Bank shall be liable with respect to
acts of Section 20 Subsidiaries of other Banks, IT BEING THE INTENT OF THE
PARTIES HERETO THAT ALL SUCH INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR
THEIR ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE.

SECTION 15.4. REIMBURSEMENT. Without limiting the provisions of
Sections 5.1(a), 5.13, and 13, the Administrative Agent shall not be obliged
to make available to any Person any sum which the Administrative Agent is
expecting to receive for the account of that Person until the Administrative
Agent has determined that it has received that sum. The Administrative Agent
may, however, disburse funds prior to determining that the sums which the
Administrative Agent expects to receive have been finally and unconditionally
paid to the Administrative Agent, if the Administrative Agent wishes to do
so. If and to the extent that the Administrative Agent does disburse funds
and it later becomes apparent that the Administrative Agent did not then
receive a payment in an amount equal to the sum paid out, then any Person to
whom the Administrative Agent made the funds available shall, on demand from
the Administrative Agent, refund to the Administrative Agent the sum paid to
that Person. If, in the opinion of the Administrative Agent, the
distribution of any amount received by it in such capacity hereunder or under
the other Loan Documents might involve it in liability, it may refrain from
making distribution until its right to make distribution shall have been
adjudicated by a court of competent jurisdiction. If a court of competent
jurisdiction shall adjudge that any amount received and distributed by the
Administrative Agent is to be repaid, each Person to whom any such
distribution shall have been made shall either repay to the Administrative
Agent its proportionate share of the amount so adjudged to be repaid or shall
pay over the same in such manner and to such Persons as shall be determined
by such court.

SECTION 15.5. DOCUMENTS. The Administrative Agent will forward to each
Bank, promptly after receipt thereof, a copy of each notice or other document
furnished to the Administrative Agent for such Bank hereunder; PROVIDED,
HOWEVER, that, notwithstanding the foregoing, the Administrative Agent may
furnish to the Banks a monthly summary with respect to Letters of Credit
issued hereunder in lieu of copies of the related Letter of Credit
Applications.

SECTION 15.6. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS.
Each Bank represents that it has, independently and without reliance on the
Administrative Agent, the Agents or any other Bank, and based on such
documents and information as it has deemed appropriate, made its own
appraisal of the financial condition and affairs of the Borrower and the
Guarantors and the decision to enter into this Agreement and the other Loan
Documents and agrees that it will, independently and without reliance upon
the Administrative Agent, the Agent or any other Bank, and based on such
documents and information as it shall deem appropriate at the time, continue
to make its own appraisals and decisions in taking or not taking action under
this Agreement or any other Loan Document. Except as herein expressly
provided to the contrary, the Administrative Agent shall not be required to
keep informed as to the performance or observance by the Borrower and the
Guarantors of this Agreement, the other Loan Documents or any other document
referred to or provided for herein or therein or by any other Person of any
other agreement or to make inquiry of, or to inspect the properties or books
of, any Person. Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by the
Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Bank with any credit or other
information concerning any person which may come into the possession of the
Administrative Agent or any of their affiliates. Each Bank shall have access
to all documents relating to the Administrative Agent's performance of their
duties hereunder at such Bank's request. Unless any Bank shall promptly
object to any action taken by the Administrative Agent hereunder of which
such Bank has actual knowledge (other than actions which require the prior
consent of such Bank in accordance with the terms hereof or to which the
provisions of Section 15.8 are applicable and other than actions which
constitute gross negligence or willful misconduct by the Administrative
Agent), such Bank shall be presumed to have approved the same.

SECTION 15.7. RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative
Agent may resign at any time by giving 60 days' prior written notice thereof
to the Banks and the Borrower. Upon any such resignation, the Banks (other
than the resigning Administrative Agent) shall have the right to appoint a
successor Administrative Agent from among the Banks. If no successor to the
Administrative Agent shall have been so appointed by the Banks and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent's giving of notice of resignation, then the retiring Administrative
Agent may, on behalf of the Banks, appoint a successor Administrative Agent
from among the remaining Banks, which shall be a financial institution having
a combined capital and surplus in excess of $1,000,000,000. Upon the
acceptance of any appointment as the Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After the retiring Administrative Agent's resignation, the
provisions of this

Agreement shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the Administrative
Agent. Any new Issuing Bank appointed pursuant to this Section 15.7 shall
immediately issue new Letters of Credit in place of Letters of Credit
previously issued or, if acceptable to the resigning Issuing Bank, issue
letters of credit in favor of the resigning Issuing Bank as security for the
outstanding Letters of Credit and shall in due course replace all Letters of
Credit previously issued by the resigning Issuing Bank.

SECTION 15.8. ACTION BY THE BANKS, CONSENTS, AMENDMENTS, WAIVERS, ETC.
Any action to be taken (including the giving of notice) may be taken, any
consent or approval required or permitted by this Agreement or any other Loan
Document to be given by the Banks may be given, any term of this Agreement,
any other Loan Document or any other instrument, document or agreement
related to this Agreement or the other Loan Documents or mentioned therein
may be amended, and the performance or observance by the Borrower or any
other Person of any of the terms thereof and any Default or Event of Default
(as defined in any of the above-referenced documents or instruments) may be
waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Majority Banks;
PROVIDED, HOWEVER, that no such consent or amendment which affects the
rights, duties or liabilities of the Administrative Agent or any Issuing Bank
shall be effective without the written consent of the Administrative Agent or
such Issuing Bank, as the case may be. Notwithstanding the foregoing, no
amendment, waiver or consent shall do any of the following unless in writing
and signed by ALL of the Banks (a) increase the principal amount of the Total
Commitment (or subject any Bank to any additional obligations), (b) reduce
the principal of or interest on the Notes (including, without limitation,
interest on overdue amounts) or any fees payable hereunder, (c) postpone any
date fixed for any payment in respect of principal or interest (including,
without limitation, interest on overdue amounts) on the Notes or any fee
hereunder; (d) change the definition of "Majority Banks" or number of Banks
which shall be required for the Banks or any of them to take any action under
the Loan Documents; (e) amend this Section 15.8; (f) change the Commitment
Percentage of any Bank, except as permitted under Section 20 hereof, (g)
change the Total Commitment Percentage of any Bank, or (h) release the
Borrower or any Guarantor from its obligations hereunder (except as expressly
set forth herein).

SECTION 16. INDEMNIFICATION. The Borrower agrees to indemnify and hold
harmless the Banks, the Agents, the Issuing Banks, and the Administrative
Agent and their affiliates, as well as the Banks' and the Administrative
Agent's and their affiliates' shareholders, directors, agents, officers,
subsidiaries and affiliates, from and against all damages, losses, settlement
payments, obligations, liabilities, claims, suits, penalties, assessments,
citations, directives, demands, judgments, actions or causes of action,
whether statutorily created or under the common law, and reasonable costs and
expenses incurred, suffered, sustained or required to be paid by an
indemnified party by reason of or resulting from the transactions
contemplated hereby, except any of the foregoing which result from the gross
negligence or willful misconduct of any indemnified party. In any
investigation, enforcement matter, proceeding or litigation, or the
preparation therefor, the Banks and the Administrative Agent shall be
entitled to select their own counsel and, in addition to the foregoing
indemnity, the Borrower agrees to pay promptly the reasonable fees and
expenses of such counsel. In the event of the commencement of any such
proceeding or litigation against the Banks or Administrative Agent by third
parties, the Borrower

shall be entitled to participate in such proceeding or litigation with
counsel of their choice at their expense, PROVIDED that such counsel shall be
reasonably satisfactory to the Banks or Administrative Agent. The covenants
of this Section 16 shall survive payment or satisfaction of payment of
amounts owing with respect to any Note or any other Loan Document and
satisfaction of all the Obligations hereunder, IT BEING THE INTENT OF THE
PARTIES HERETO THAT ALL SUCH INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR
THEIR ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE.

SECTION 17. WITHHOLDING TAXES. The Borrower hereby agrees that:

(a) Any and all payments made by the Borrower hereunder shall be made
free and clear of, and without deduction for, any and all present or future
taxes, levies, fees, duties, imposts, deductions, charges or withholdings
of any nature whatsoever, excluding, in the case of the Administrative
Agent or the Banks or any holder of the Notes, (i) taxes imposed on, or
measured by, its net income or profits, (ii) franchise taxes imposed on it,
(iii) taxes imposed by any jurisdiction as a direct consequence of it, or
any of its affiliates, having a present or former connection with such
jurisdiction, including, without limitation, being organized, existing or
qualified to do business, doing business or maintaining a permanent
establishment or office in such jurisdiction, and (iv) taxes imposed by
reason of its failure to comply with any applicable certification,
identification, information, documentation or other reporting requirement
(all such non-excluded taxes being hereinafter referred to as
"Indemnifiable Taxes"). In the event that any withholding or deduction
from any payment to be made by the Borrower hereunder is required in
respect of any Indemnifiable Taxes pursuant to any applicable law, or
governmental rule or regulation, then the Borrower will (i) direct to the
relevant taxing authority the full amount required to be so withheld or
deducted, (ii) forward to the Administrative Agent for delivery to the
applicable Bank an official receipt or other documentation satisfactory to
the Administrative Agent and the applicable Bank evidencing such payment to
such taxing authority, and (iii) direct to the Administrative Agent for the
account of the relevant Banks such additional amount or amounts as is
necessary to ensure that the net amount actually received by each relevant
Bank will equal the full amount such Bank would have received had no such
withholding or deduction (including any Indemnifiable Taxes on such
additional amounts) been required. Moreover, if any Indemnifiable Taxes
are directly asserted against the Administrative Agent or any Bank with
respect to any payment received by the Administrative Agent or such Bank by
reason of the Borrower's failure to properly deduct and withhold such
Indemnifiable Taxes from such payment, the Administrative Agent or such
Bank may pay such Indemnifiable Taxes and the Borrower will promptly pay
all such additional amounts (including any penalties, interest or
reasonable expenses) as is necessary in order that the net amount received
by such Person after the payment of such Indemnifiable Taxes (including any
Indemnifiable Taxes on such additional amount) shall equal the amount such
Person would have received had not such Indemnifiable Taxes been asserted.
Any such payment shall be made promptly after the receipt by the Borrower
from the Administrative Agent or such Bank, as the case may be, of a
written statement

setting forth in reasonable detail the amount of the Indemnifiable Taxes
and the basis of the claim.

(b) The Borrower shall pay any present or future stamp or documentary
taxes or any other excise or any other similar levies which arise from any
payment made hereunder or from the execution, delivery or registration of,
or otherwise with respect to, this Agreement or any other Loan Document
("Other Taxes").

(c) The Borrower hereby indemnifies and holds harmless the
Administrative Agent and each Bank for the full amount of Indemnifiable
Taxes or Other Taxes (including, without limitation, any Indemnifiable
Taxes or Other Taxes imposed on amounts payable under this Section 17) paid
by the Administrative Agent or such Bank, as the case may be, and any
liability (including penalties, interest and reasonable expenses) arising
therefrom or with respect thereto, by reason of the Borrower's failure to
properly deduct and withhold Indemnifiable Taxes pursuant to paragraph (a)
above or to properly pay Other Taxes pursuant to paragraph (b) above. Any
indemnification payment from the Borrower under the preceding sentence
shall be made promptly after receipt by the Borrower from the
Administrative Agent or Bank of a written statement setting forth in
reasonable detail the amount of such Indemnifiable Taxes or such Other
Taxes, as the case may be, and the basis of the claim.

(d) If the Borrower pays any amount under this Section 17 to the
Administrative Agent or any Bank and such payee knowingly receives a refund
of any taxes with respect to which such amount was paid, the Administrative
Agent or such Bank, as the case may be, shall pay to the Borrower the
amount of such refund promptly following the receipt thereof by such payee.

(e) In the event any taxing authority notifies any of the Borrower
that any of them has improperly failed to deduct or withhold any taxes
(other than Indemnifiable Taxes) from a payment made hereunder to the
Administrative Agent or any Bank, the Borrower shall timely and fully pay
such taxes to such taxing authority.

(f) The Administrative Agent or the Banks shall, upon the request of
the Borrower, take reasonable measures to avoid or mitigate the amount of
Indemnifiable Taxes required to be deducted or withheld from any payment
made hereunder if such measures can be taken without such Person in its
sole judgment suffering any legal, regulatory or economic disadvantage.

(g) Without prejudice to the survival of any other agreement of the
parties hereunder, the agreements and obligations of the Borrower contained
in this Section 17 shall survive the payment in full of the Obligations.

SECTION 18. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

SECTION 18.1. SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY. The
Borrower acknowledges that from time to time financial advisory, investment
banking and other services may be offered

or provided to the Borrower or one or more of its Subsidiaries, in connection
with this Agreement or otherwise, by a Section 20 Subsidiary. The Borrower,
for itself and each of its Subsidiaries, hereby authorizes (a) such Section
20 Subsidiary to share with the Administrative Agent and each Bank any
information delivered to such Section 20 Subsidiary by the Borrower or any of
its Subsidiaries, and (b) the Administrative Agent and each Bank to share
with such Section 20 Subsidiary any information delivered to the
Administrative Agent or such Bank by the Borrower or any of its Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Bank
to enter into this Agreement; it being understood, in each case, that any
such Section 20 Subsidiary receiving such information shall be bound by the
confidentiality provisions of this Agreement. Such authorization shall
survive the payment and satisfaction in full of all of Obligations.

SECTION 18.2. CONFIDENTIALITY. Each of the Banks and the
Administrative Agent agrees, on behalf of itself and each of its affiliates,
directors, officers, employees and representatives, to use reasonable
precautions to keep confidential, in accordance with their customary
procedures for handling confidential information of the same nature and in
accordance with safe and sound banking practices, any non-public information
supplied to it by the Borrower or any of its Subsidiaries pursuant to this
Agreement that is identified by such Person as being confidential at the time
the same is delivered to the Banks or the Administrative Agent, provided that
nothing herein shall limit the disclosure of any such information (a) after
such information shall have become public other than through a violation of
this Section 18, (b) to the extent required by statute, rule, regulation or
judicial process, (c) to counsel for any of the Banks or the Administrative
Agent, (d) to bank examiners or any other regulatory authority having
jurisdiction over any Bank or the Administrative Agent, or to auditors or
accountants, (e) to the Administrative Agent, any Bank or any Section 20
Subsidiary, (f) in connection with any litigation to which any one or more of
the Banks, the Administrative Agent or any Section 20 Subsidiary is a party,
or in connection with the enforcement of rights or remedies hereunder or
under any other Loan Document, (g) to a Subsidiary or affiliate of such Bank
as provided in Section 18.1 or (h) to any assignee or participant (or
prospective assignee or participant) so long as such assignee or participant
agrees to be bound by the provisions of Section 20.

SECTION 18.3. PRIOR NOTIFICATION. Unless specifically prohibited by
applicable law or court order, each of the Banks and the Administrative Agent
shall, prior to disclosure thereof, notify the Borrower of any request for
disclosure of any such non-public information by any governmental agency or
representative thereof (other than any such request in connection with an
examination of the financial condition of such Bank by such governmental
agency) or pursuant to legal process.

SECTION 18.4. OTHER. In no event shall any Bank or the Administrative
Agent be obligated or required to return any materials furnished to it or any
Section 20 Subsidiary by the Borrower or any of its Subsidiaries. The
obligations of each Bank under this Section 18 shall supersede and replace
the obligations of such Bank under any confidentiality letter in respect of
this financing signed and delivered by such Bank to the Borrower prior to the
date hereof and shall be binding upon any assignee of, or purchaser of any
participation in, any interest in any of the Loans or Reimbursement
Obligations from any Bank.

SECTION 19. SURVIVAL OF COVENANTS, ETC. Unless otherwise stated
herein, all covenants, agreements, representations and warranties made
herein, in the other Loan Documents or in any documents or other papers
delivered by or on behalf of the Borrower or any Guarantor pursuant hereto
shall be deemed to have been relied upon by the Banks, the Issuing Banks and
the Administrative Agent, notwithstanding any investigation heretofore or
hereafter made by them, and shall survive the making by the Banks of the
Loans and the issuance, extension or renewal of any Letters of Credit by any
Issuing Bank, as herein contemplated, and shall continue in full force and
effect so long as any amount due under this Agreement, any Obligation, any
Letter of Credit or any Note remains outstanding and unpaid or any Bank has
any obligation to make any Loans or any Issuing Bank has any obligation to
issue, extend, or renew any Letters of Credit hereunder. All statements
contained in any certificate or other paper delivered by or on behalf of the
Borrower pursuant hereto or in connection with the transactions contemplated
hereby shall constitute representations and warranties by the Borrower
hereunder.

SECTION 20. ASSIGNMENT AND PARTICIPATION. It is understood and agreed
that each Bank shall have the right to assign at any time all or a portion of
its Commitment Percentage and interests in the risk relating to the Loans,
outstanding Letters of Credit and its Commitment hereunder in an amount equal
to or greater than $5,000,000 (or, if a Bank's Commitment is less than
$5,000,000, in a minimum amount equal to such Bank's Commitment, PROVIDED
that prior to any Commitment reductions pursuant to Section 2.3, such Bank's
Commitment was at least $10,000,000) to additional banks or other financial
institutions with the prior written approval of the Administrative Agent and,
so long as no Event of Default has occurred and is continuing, the Borrower,
which approvals shall not be unreasonably withheld. Any Bank may at any time,
and from time to time, assign to any branch, lending office, or affiliate or
such Bank all or any part of its rights and obligations under the Loan
Documents by notice to the Administrative Agent and the Borrower. It is
further agreed that each bank or other financial institution which executes
and delivers to the Administrative Agent and the Borrower hereunder an
Assignment and Acceptance substantially in the form of EXHIBIT G hereto (an
"Assignment and Acceptance") together with an assignment fee in the amount of
$2,500 payable by the assigning Bank to the Administrative Agent, shall, on
the date specified in such Assignment and Acceptance, become a party to this
Agreement and the other Loan Documents for all purposes of this Agreement and
the other Loan Documents, and its portion of the Commitment, the Loans and
Letters of Credit shall be as set forth in such Assignment and Acceptance.
The Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement and the other Loan Documents. Upon the execution and delivery
of such Assignment and Acceptance, (a) the Borrower shall issue to the
assignee bank or other financial institution Notes in the amount of such
bank's or other financial institution's Commitment dated the date of the
assignment or such other date as may be specified by the Administrative
Agent, and otherwise completed in substantially the form of EXHIBITS A or B,
and to the extent any assigning Bank has retained a portion of its
obligations hereunder, a replacement Syndicated Note, to the assigning Bank
reflecting its assignment; (b) to the extent applicable, the Borrower shall
issue a Competitive Bid Note in substantially the form of EXHIBIT C (and a
replacement Competitive Bid Note) or the Administrative Agent shall make
appropriate entries on the Competitive Bid Loan Accounts to reflect such
assignment of Competitive Bid Loan(s); (c) the Administrative Agent

shall distribute to the Borrower, the Banks and such bank or financial
institution a schedule reflecting such changes; and (d) this Agreement shall
be deemed to be appropriately amended to reflect (i) the status of the bank
or financial institution as a party hereto and (ii) the status and rights of
the Banks hereunder.

Each Bank shall also have the right to grant participations to one or
more banks or other financial institutions in its Commitment, the Loans and
outstanding Letters of Credit. The documents evidencing any such
participation shall limit such participating bank's or financial
institution's voting rights with respect to this Agreement to the matters set
forth in Section 15.8 which require the approval of all Banks.

Notwithstanding the foregoing, no assignment or participation shall
operate to increase the Total Commitment hereunder or otherwise alter the
substantive terms of this Agreement, and no Bank which retains a Commitment
hereunder shall have a Commitment of less than $10,000,000, as such amount
may be reduced upon reductions in the Total Commitment pursuant to Section
2.3 hereof.

Anything contained in this Section 20 to the contrary notwithstanding,
any Bank may at any time pledge all or any portion of its interest and rights
under this Agreement (including all or any portion of its Notes) to any of
the twelve Federal Reserve Banks organized under Section 4 of the Federal
Reserve Act, 12 U.S.C. Section 341. No such pledge or the enforcement
thereof shall release the pledgor Bank from its obligations hereunder or
under any of the other Loan Documents.

The Borrower agrees that in addition to disclosures made in accordance
with standard and customary banking practices any Bank may disclose
information obtained by such Bank pursuant to this Agreement to assignees or
participants and potential assignees or participants hereunder; provided that
such assignees or participants or potential assignees or participants shall
agree to be bound by Section 18 hereof.

SECTION 21. PARTIES IN INTEREST. All the terms of this Agreement and
the other Loan Documents shall be binding upon and inure to the benefit of
and be enforceable by the respective successors and assigns of the parties
hereto and thereto; PROVIDED, that the Borrower shall not assign or transfer
its rights or obligations hereunder or thereunder without the prior written
consent of each of the Banks.

SECTION 22. NOTICES, ETC. Except as otherwise expressly provided in
this Agreement, all notices and other communications made or required to be
given pursuant to this Agreement or the other Loan Documents shall be in
writing and shall be delivered in hand, mailed by United States first class
mail, postage prepaid, or sent by telegraph, telex or facsimile and confirmed
by letter, addressed as follows:

(a) if to the Borrower or the Guarantors, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, facsimile
number (▇▇▇) ▇▇▇-▇▇▇▇; or

(b) if to BOA, at Bank of America National Trust and Savings
Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Managing Director, facsimile number
(▇▇▇) ▇▇▇-▇▇▇▇; or

(c) if to MGT, ▇.▇. ▇▇▇▇▇▇ Securities Inc. or the Administrative
Agent at ▇▇▇▇▇▇ Guaranty Trust Company of New York, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, facsimile number (▇▇▇) ▇▇▇-▇▇▇▇; or

(d) if to any Bank, at the address set forth next to such Bank's name
on SCHEDULE 1 hereto;

or such other address for notice as shall have last been furnished in writing to
the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (a) if delivered by hand to a responsible officer
of the party to which it is directed, at the time of the receipt thereof by such
officer, (b) if sent by registered or certified first-class mail, postage
prepaid, five Business Days after the posting thereof, and (c) if sent by telex,
facsimile, or cable, at the time of the dispatch thereof, if in normal business
hours in the country of receipt, or otherwise at the opening of business on the
following Business Day.

SECTION 23. MISCELLANEOUS. The rights and remedies herein expressed
are cumulative and not exclusive of any other rights which the Banks, the
Issuing Banks or the Administrative Agent would otherwise have. The captions
in this Agreement are for convenience of reference only and shall not define
or limit the provisions hereof. This Agreement and any amendment hereof may
be executed in several counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one instrument. In
proving this Agreement it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom enforcement
is sought.

SECTION 24. CONSENTS, ETC. Neither this Agreement nor any term hereof
may be changed, waived, discharged or terminated, except as provided in this
Section 24, subject to the provisions of Section 15.8. No waiver shall
extend to or affect any obligation not expressly waived or impair any right
consequent thereon. Except as otherwise expressly provided in this
Agreement, any consent or approval required or permitted by this Agreement to
be given by the Banks may be given, and any term of this Agreement or of any
other instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower of any terms of this Agreement or
such other instrument or the continuance of any Default or Event of Default
may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of
the Borrower and the Majority Banks. To the extent permitted by law, no
course of dealing or delay or omission on the part of any of the Banks, the
Issuing Banks or the Administrative Agent in exercising any right shall
operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the Borrower shall entitle the Borrower to other or further
notice or demand in similar or other circumstances.

SECTION 25. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, THE
BORROWER AND THE GUARANTORS HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO
CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER AND EACH OF THE
GUARANTORS EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY BANK, ANY ISSUING BANK, THE ADMINISTRATIVE AGENT OR ANY AGENT HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK, SUCH ISSUING BANK, THE
ADMINISTRATIVE AGENT OR SUCH AGENT WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE
ADMINISTRATIVE AGENT, THE BANKS, AND THE ISSUING BANKS HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BECAUSE OF, AMONG
OTHER THINGS, THE BORROWER'S AND THE GUARANTORS' WAIVERS AND CERTIFICATIONS
CONTAINED HEREIN.

SECTION 26. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT
AND EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
SECTION 5-1401, BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK. THE BORROWER AND THE GUARANTORS CONSENT AND AGREE
THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER IN ACCORDANCE WITH LAW AT THE ADDRESS SPECIFIED IN SECTION 22. THE
BORROWER AND EACH OF THE GUARANTORS HEREBY WAIVE ANY OBJECTION THAT THEY MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT
SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

SECTION 27. SEVERABILITY. The provisions of this Agreement are
severable and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity
or unenforceability shall affect only such clause or provision, or

part thereof, in such jurisdiction, and shall not in any manner affect such
clause or provision in any other jurisdiction, or any other clause or
provision of this Agreement in any jurisdiction.

SECTION 28. GUARANTY.

SECTION 28.1. GUARANTY. For value received and hereby acknowledged and
as an inducement to the Banks and the Issuing Banks to make the Loans
available to the Borrower, and issue, extend or renew Letters of Credit for
the account of the Borrower, each Guarantor hereby unconditionally and
irrevocably guarantees (a) the full punctual payment when due, whether at
stated maturity, by acceleration or otherwise, of all Obligations of the
Borrower now or hereafter existing whether for principal, interest, fees,
expenses or otherwise, and (b) the strict performance and observance by the
Borrower of all agreements, warranties and covenants applicable to the
Borrower in the Loan Documents and (c) the obligations of the Borrower under
the Loan Documents (such Obligations collectively being hereafter referred to
as the "Guaranteed Obligations").

SECTION 28.2. GUARANTY ABSOLUTE. Each of the Guarantors guarantees
that the Guaranteed Obligations will be paid strictly in accordance with the
terms hereof, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Bank, any Issuing Bank or the Administrative Agent with respect thereto. The
liability of the Guarantors under the guaranty granted under this Agreement
with regard to the Guaranteed Obligations shall be absolute and unconditional
irrespective of:

(a) any change in the time, manner or place of payment of, or in any
other term of, all or any of its Guaranteed Obligations or any other
amendment or waiver of or any consent to departure from this Agreement or
any other Loan Document (with regard to such Guaranteed Obligations);

(b) any release or amendment or waiver of or consent to departure
from any other guaranty for all or any of its Guaranteed Obligations;

(d) any acceptance of any partial payment(s) from the Borrower or any
other Guarantor; or

(e) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Borrower in respect of its Obligations
under any Loan Document.

The guaranty under this Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any Guaranteed
Obligation is rescinded or must otherwise be returned by the Banks, the Issuing
Banks or the Administrative Agent upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all as though such payment had not
been made.

SECTION 28.3. EFFECTIVENESS; ENFORCEMENT. The guaranty under this
Agreement shall be effective and shall be deemed to be made with respect to
each Loan and each Letter of Credit as of the time it is made, issued or
extended, or becomes a Letter of Credit under this Agreement, as applicable.
No invalidity, irregularity or unenforceability by reason of any bankruptcy
or similar law, or any law or order of any government or agency thereof
purporting to reduce, amend or otherwise affect any liability of the
Borrower, and no defect in or insufficiency or want of powers of the Borrower
or irregular or improperly recorded exercise thereof, shall impair, affect,
be a defense to or claim against such guaranty. The guaranty under this
Agreement is a continuing guaranty and shall (a) survive any termination of
this Agreement, and (b) remain in full force and effect until payment in full
of, and performance of, all Guaranteed Obligations and all other amounts
payable under this Agreement. Notwithstanding anything set forth in this
Section 28 to the contrary, (x) Sanifill shall be released from its guaranty
obligations upon the satisfaction (as determined in the Administrative
Agent's judgment and evidenced by a release executed by the Administrative
Agent) of the Prudential Private Placement Debt and the Sanifill Convertible
Subordinated Debt, and (y) United shall be released from its guaranty
obligations upon the satisfaction (as determined in the Administrative
Agent's judgment and evidenced by a release executed by the Administrative
Agent) of the United Indenture and the United Senior Secured Notes. The
guaranty under this Agreement is made for the benefit of the Administrative
Agent, the Issuing Banks and the Banks and their successors and assigns, and
may be enforced from time to time as often as occasion therefor may arise and
without requirement on the part of the Administrative Agent, the Issuing
Banks or the Banks first to exercise any rights against the Borrower, or to
resort to any other source or means of obtaining payment of any of the said
obligations or to elect any other remedy.

SECTION 28.4. WAIVER. Except as otherwise specifically provided in any
of the Loan Documents, each of the Guarantors hereby waives promptness,
diligence, protest, notice of protest, all suretyship defenses, notice of
acceptance and any other notice with respect to any of its Guaranteed
Obligations and the guaranty under this Agreement and any requirement that
the Banks, the Issuing Banks or the Administrative Agent protect, secure,
perfect any security interest or lien or any property subject thereto or
exhaust any right or take any action against the Borrower or any other
Person. Each of the Guarantors also irrevocably waives, to the fullest
extent permitted by law, all defenses which at any time may be available to
it in respect of its Guaranteed Obligations by virtue of any statute of
limitations, valuation, stay, moratorium law or other similar law now or
hereafter in effect.

SECTION 28.5. EXPENSES. Each of the Guarantors hereby promises to
reimburse (a) the Administrative Agent for all reasonable out-of-pocket fees
and disbursements (including all reasonable attorneys' fees), incurred or
expended in connection with the preparation, filing or recording, or
interpretation of the guaranty under this Agreement, the other Loan Documents
to which such Guarantor is a party, or any amendment, modification, approval,
consent or waiver hereof or thereof, and (b) the Administrative Agent, the
Issuing Banks and the Banks and their respective affiliates for all
reasonable out-of-pocket fees and disbursements (including reasonable
attorneys' fees), incurred or expended in connection with the enforcement of
its Guaranteed Obligations (whether or not legal proceedings are instituted).
The Guarantors will pay any taxes (including any interest and penalties in
respect thereof) other than the Banks' taxes

based on overall income or profits, payable on or with respect to the
transactions contemplated by the guaranty under this Agreement, each of the
Guarantors hereby agreeing jointly and severally to indemnify each Bank with
respect thereto.

SECTION 28.6. CONCERNING JOINT AND SEVERAL LIABILITY OF THE GUARANTORS.

(a) Each of the Guarantors hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the Borrower, with respect to the payment and performance of
all of its Guaranteed Obligations (including, without limitation, any
Guaranteed Obligations arising under this Section 28), it being the
intention of the parties hereto that all such Guaranteed Obligations shall
be the joint and several Guaranteed Obligations of such Guarantor and the
Borrower without preferences or distinction among them.

(b) If and to the extent that the Borrower shall fail to make any
payment with respect to any of its Obligations as and when due or to
perform any of its Guaranteed Obligations in accordance with the terms
thereof, then in each such event the applicable Guarantor will make such
payment with respect to, or perform, such Guaranteed Obligation.

(c) The Guaranteed Obligations of each Guarantor under the provisions
of this Section 28 constitute full recourse obligations of such Guarantor
enforceable against such Guarantor to the full extent of its properties and
assets, irrespective of the validity, regularity or enforceability of this
Agreement or any other circumstance whatsoever.

(d) Except as otherwise expressly provided in this Agreement, each of
the Guarantors hereby waives notice of acceptance of its joint and several
liability, notice of any Loans made, or Letters of Credit issued under this
Agreement, notice of any action at any time taken or omitted by the
Administrative Agent, the Issuing Banks or the Banks under or in respect of
any of the Guaranteed Obligations, and, generally, to the extent permitted
by applicable law, all demands, notices and other formalities of every kind
in connection with this Agreement. Each of the Guarantors hereby assents
to, and waives notice of, any extension or postponement of the time for the
payment of any of the Guaranteed Obligations, the acceptance of any payment
of any of the Guaranteed Obligations, the acceptance of any partial payment
thereon, any waiver, consent or other action or acquiescence by the
Administrative Agent, the Issuing Banks or the Banks at any time or times
in respect of any Default or Event of Default by the Borrower or the
Guarantors in the performance or satisfaction of any term, covenant,
condition or provision of this Agreement or any other Loan Document, any
and all other indulgences whatsoever by the Administrative Agent, the
Issuing Banks or the Banks in respect of any of the Guaranteed Obligations,
and the taking, addition, substitution or release, in whole or in part, at
any time or times, of any security for any of the Guaranteed Obligations or
the addition, substitution or release, in whole or in part, of the Borrower
or any Guarantor. Without limiting the generality of the foregoing, each
of the Guarantors assents to any other action or delay in acting or failure
to act on the part of the Banks, the

Issuing Banks or the Administrative Agent with respect to the failure
by the Borrower or any Guarantor to comply with its respective
Obligations or Guaranteed Obligations, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any
remedy or to comply fully with applicable law or regulations
thereunder, which might, but for the provisions of this Section 28,
afford grounds for terminating, discharging or relieving the
Guarantors, in whole or in part, from any of the Guaranteed Obligations
under this Section 28, it being the intention of the Guarantors that,
so long as any of the Guaranteed Obligations hereunder remain
unsatisfied, the Guaranteed Obligations of each of the Guarantors under
this Section 28 shall not be discharged except by performance and then
only to the extent of such performance. The Guaranteed Obligations of
each of the Guarantors under this Section 28 shall not be diminished or
rendered unenforceable by any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to the
Borrower or any of the Guarantors or the Banks, the Issuing Banks or
the Administrative Agent. The joint and several liability of each of
the Guarantors hereunder shall continue in full force and effect
notwithstanding any absorption, merger, consolidation, amalgamation or
any other change whatsoever in the name, membership, constitution or
place of formation of the Borrower or the Guarantors, the Banks, the
Issuing Banks or the Administrative Agent.

(e) The Guarantors shall be liable under this Section 28 only for the
maximum amount of such liabilities that can be incurred under applicable
law without rendering this Section 28 voidable under applicable law
relating to fraudulent conveyance and fraudulent transfer, and not for any
greater amount. Accordingly, if any obligation under any provision under
this Section 28 shall be declared to be invalid or unenforceable in any
respect or to any extent, it is the stated intention and agreement of the
Guarantors, the Administrative Agent, the Issuing Banks and the Banks that
any balance of the obligation created by such provision and all other
obligations of the Guarantors under this Section 28 to the Banks, the
Issuing Banks or the Administrative Agent shall remain valid and
enforceable, and that all sums not in excess of those permitted under
applicable law shall remain fully collectible by the Banks, the Issuing
Banks and the Administrative Agent from the Borrower or the Guarantors, as
the case may be.

(f) The provisions of this Section 28 are made for the benefit of the
Administrative Agent, the Issuing Banks and the Banks and their successors
and assigns, and may be enforced in good faith by them from time to time
against the Guarantors as often as occasion therefor may arise and without
requirement on the part of the Administrative Agent, the Issuing Banks or
the Banks first to marshal any of their claims or to exercise any of their
rights against the Borrower or the Guarantors or to exhaust any remedies
available to them against the Borrower or the Guarantors or to resort to
any other source or means of obtaining payment of any of the obligations
hereunder or to elect any other remedy. The provisions of this Section 28
shall remain in effect until all of the Guaranteed Obligations shall have
been paid in full or otherwise fully satisfied and the Commitments have
expired and all outstanding Letters of Credit have expired, matured or
otherwise been terminated. If at any time, any payment, or any part
thereof, made in respect of any of the Guaranteed Obligations, is rescinded
or must otherwise be restored or returned by

the Banks, the Issuing Banks or the Administrative Agent upon the
insolvency, bankruptcy or reorganization of the Borrower or any of the
Guarantors, or otherwise, the provisions of this Section 28 will
forthwith be reinstated in effect, as though such payment had not been
made.

SECTION 28.7. WAIVER. Until the final payment and performance in
full of all of the Obligations, neither of the Guarantors shall
exercise and each of the Guarantors hereby waives any rights such
Guarantor may have against the Borrower or the other Guarantor arising
as a result of payment by such Guarantor hereunder, by way of
subrogation, reimbursement, restitution, contribution or otherwise, and
will not prove any claim in competition with the Administrative Agent,
the Issuing Banks or any Bank in respect of any payment hereunder in
any bankruptcy, insolvency or reorganization case or proceedings of any
nature; such Guarantor will not claim any setoff, recoupment or
counterclaim against the Borrower or the other Guarantor in respect of
any liability of the Borrower to such Guarantor; and such Guarantor
waives any benefit of and any right to participate in any collateral
security which may be held by the Administrative Agent, the Issuing
Banks or any Bank.

SECTION 28.8. SUBROGATION; SUBORDINATION. The payment of any
amounts due with respect to any indebtedness of the Borrower for money
borrowed or credit received now or hereafter owed to either of the
Guarantors is hereby subordinated to the prior payment in full of all
of the Obligations. Each of the Guarantors agrees that, after the
occurrence of any default in the payment or performance of any of the
Obligations, such Guarantor will not demand, ▇▇▇ for or otherwise
attempt to collect any such indebtedness of the Borrower or the other
Guarantor to such Guarantor until all of the Obligations shall have
been paid in full. If, notwithstanding the foregoing sentence, either
of the Guarantors shall collect, enforce or receive any amounts in
respect of such indebtedness while any Obligations are still
outstanding, such amounts shall be collected, enforced and received by
such Guarantor as trustee for the Banks, the Issuing Banks and the
Administrative Agent and be paid over to the Administrative Agent at
Default, for the benefit of the Banks, the Issuing Banks, and the
Administrative Agent on account of the Obligations without affecting in
any manner the liability of such Guarantor under the other provisions
hereof.

SECTION 29. PARI PASSU TREATMENT.

(a) Notwithstanding anything to the contrary set forth herein, each
payment or prepayment of principal and interest received after the
occurrence of an Event of Default hereunder shall be distributed pari passu
among the Banks, in accordance with the aggregate outstanding principal
amount of the Obligations owing to each Bank divided by the aggregate
outstanding principal amount of all Obligations.

(b) Following the occurrence and during the continuance of any Event
of Default, each Bank agrees that if it shall, through the exercise of a
right of banker's lien, setoff or counterclaim against any Borrower
(pursuant to Section 13 or otherwise), including a secured claim under
Section 506 of the Bankruptcy Code or other security or interest arising
from or in lieu of, such secured claim, received by such Bank under any

applicable bankruptcy, insolvency or other similar law or otherwise, obtain
payment (voluntary or involuntary) in respect of the Notes, Loans,
Reimbursement Obligations and other Obligations held by it (other than
pursuant to Section 5.5, Section 5.6 or Section 5.8) as a result of which
the unpaid principal portion of the Notes and the Obligations held by it
shall be proportionately less than the unpaid principal portion of the
Notes and Obligations held by any other Bank, it shall be deemed to have
simultaneously purchased from such other Bank a participation in the Notes
and Obligations held by such other Bank, so that the aggregate unpaid
principal amount of the Notes, Obligations and participations in Notes and
Obligations held by each Bank shall be in the same proportion to the
aggregate unpaid principal amount of the Notes and Obligations then
outstanding as the principal amount of the Notes and other Obligations held
by it prior to such exercise of banker's lien, setoff or counterclaim was
to the principal amount of all Notes and other Obligations outstanding
prior to such exercise of banker's lien, setoff or counterclaim; provided,
however, that if any such purchase or purchases or adjustments shall be
made pursuant to this Section 29 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices
or adjustments restored without interest. The Borrower expressly consents
to the foregoing arrangements and agrees that any Person holding such a
participation in the Notes and the Obligations deemed to have been so
purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by the Borrower to
such Person as fully as if such Person had made a Loan directly to the
Borrower in the amount of such participation.

SECTION 30. TRANSITIONAL ARRANGEMENTS. Upon the Effective Date,
this Agreement shall supersede the Existing Credit Agreement in its
entirety; PROVIDED, HOWEVER, that the Borrower hereby confirms and
agrees that the Obligations under this Agreement shall be evidenced by
the Notes executed as of the Original Closing Date and the Borrower
further agrees to execute replacement Note(s) after its name change to
"Waste Management, Inc." if requested by any Bank.

SECTION 31. SPECIAL WAIVER. The Banks hereby waive any Event of
Default which occurred or may have occurred under the Existing Credit
Agreement as a result of the naming of eight (8) new board members
during the twelve (12) months prior to the Effective Date or changes as
a result of the WMI Merger.

SECTION 32. FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the date first set forth above.

THE BORROWER AND GUARANTORS:

USA WASTE SERVICES, INC.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President & CFO

SANIFILL, INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Treasurer

UNITED WASTE SYSTEMS, INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Treasurer

THE BANKS AND AGENTS:

▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, individually
and as Administrative Agent

By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director

ABN AMRO BANK, N.A.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Group Vice President

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President

BANCA COMMERCIALE ITALIANA, LOS ANGELES FOREIGN BRANCH

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

By: /s/ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇. ▇▇▇▇▇
Title: Assistant Vice President

BANK AUSTRIA AKTIENGESELLSCHAFT

By: /s/ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇. ▇▇▇▇▇▇▇
Title: SVP

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VP

BANKBOSTON, N.A.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

BANK OF MONTREAL

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director

BANQUE NATIONALE DE PARIS

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

▇▇▇▇▇ FARGO BANK (TEXAS),
NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President

THE BANK OF NOVA SCOTIA

By: /s/ F.C.H. ▇▇▇▇▇
-------------------------------------
Name: F.C.H. ▇▇▇▇▇
Title: Senior Manager - Loan
Operations

THE BANK OF TOKYO-MITSUBISHI, LTD.

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

BANK ONE, TEXAS, N.A.

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

BANQUE PARIBAS

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP

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

COMERICA BANK

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III
Title: Vice President

CIBC INC.

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

CREDIT LYONNAIS NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President

THE DAI-ICHI KANGYO BANK, LTD.

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

DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director

DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
NEW YORK BRANCH

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ / /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ / ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President / Assistant Vice
President

THE FIRST NATIONAL BANK OF MARYLAND

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President

FLEET BANK, N.A.

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

THE FUJI BANK, LIMITED, HOUSTON AGENCY

By: /s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: VP & Manager

HIBERNIA NATIONAL BANK

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

THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President

KBC BANK N.V.

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

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

THE MITSUBISHI TRUST AND BANKING CORPORATION

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

PNC BANK, NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President

ROYAL BANK OF CANADA

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Manager

THE SANWA BANK LIMITED

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

THE SUMITOMO BANK, LIMITED

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Title: Vice President & Manager

SUNTRUST BANK, ATLANTA

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Corporate Banking Officer

CHASE BANK OF TEXAS, N.A.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: V.P.

TORONTO DOMINION (TEXAS), INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

WACHOVIA BANK, N.A.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President

WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ / /s/ ▇▇▇▇▇▇ ▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ / ▇▇▇▇▇▇ ▇▇▇
Title: Vice President / Associate

THE BANK OF NEW YORK

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President

ABU DHABI INTERNATIONAL BANK INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President

SUMITOMO BANK OF CALIFORNIA

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

THE SUMITOMO TRUST & BANKING CO.,
LIMITED, LOS ANGELES AGENCY

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Manager & Vice President

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JULY 16, 1998 by and among USA WASTE SERVICES, INC. (the "Borrower") and THE GUARANTORS and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("BOA") MORGAN GUARANTY TRUST COMPANY...

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