<PAGE>   1


                                                                  EXECUTION COPY


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                                CREDIT AGREEMENT


                                      AMONG


                            LAIDLAW CHEM-WASTE, INC.

                  LAIDLAW ENVIRONMENTAL SERVICES (CANADA) LTD.


                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,


                         TORONTO DOMINION (TEXAS) INC.,
                        AS GENERAL ADMINISTRATIVE AGENT,


                           THE TORONTO-DOMINION BANK,
                        AS CANADIAN ADMINISTRATIVE AGENT,


                            TD SECURITIES (USA) INC.,
                                  AS ARRANGER,


                            THE BANK OF NOVA SCOTIA,
                                NATIONSBANK, N.A.
                                       AND
                       THE FIRST NATIONAL BANK OF CHICAGO,
                               AS MANAGING AGENTS

                                       AND


                               NATIONSBANK, N.A.,
                              AS SYNDICATION AGENT


                             DATED AS OF MAY 9, 1997

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<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
SECTION 1.   DEFINITIONS........................................................................................  1
          1.1  Defined Terms....................................................................................  1
          1.2  Other Definitional Provisions.................................................................... 28

SECTION 2.   AMOUNT AND TERMS OF U.S. COMMITMENTS............................................................... 29
          2.1  U.S. Term Loan Commitments....................................................................... 29
          2.2  Procedure for U.S. Term Loan Borrowing........................................................... 29
          2.3  Repayment of U.S. Term Loans..................................................................... 29
          2.4  Revolving Credit Commitments..................................................................... 32
          2.5  Procedure for Revolving Credit Borrowing......................................................... 33
          2.6  Termination or Reduction of Revolving Credit Commitments......................................... 33
          2.7  Evidence of Debt................................................................................. 34

SECTION 3.   LETTERS OF CREDIT.................................................................................. 34
          3.1  L/C Commitment................................................................................... 34
          3.2  Procedure for Issuance of Letter of Credit....................................................... 35
          3.3  Commissions, Fees and Other Charges.............................................................. 35
          3.4  L/C Participations............................................................................... 36
          3.5  Reimbursement Obligation of the Company.......................................................... 37
          3.6  Obligations Absolute............................................................................. 37
          3.7  Letter of Credit Payments........................................................................ 38
          3.8  Applications..................................................................................... 38

SECTION 4.   AMOUNT AND TERMS OF THE CANADIAN TERM LOAN
             COMMITMENTS........................................................................................ 38
          4.1  Canadian Term Loan Commitments................................................................... 38
          4.2  Procedure for Canadian Term Loan Borrowing....................................................... 38
          4.3  Reduction of Canadian Facility; Repayment of Canadian Term Loans................................. 39
          4.4   Evidence of Debt................................................................................ 40

SECTION 5.   AMOUNT AND TERMS OF THE ACCEPTANCES ............................................................... 41
          5.1  Acceptance Commitments........................................................................... 41
          5.2  Creation of Acceptances.......................................................................... 41
          5.3  Purchase of Acceptances.......................................................................... 42
          5.4  Stamping Fees.................................................................................... 42
          5.5  Acceptance Reimbursement Obligations............................................................. 42
          5.6  Acceptances to be Allocated in order to be Created Ratably....................................... 44
          5.7  Special Provisions Relating to Acceptance Notes.................................................. 44

SECTION 6.   GENERAL PROVISIONS APPLICABLE TO LOANS AND
             LETTERS OF CREDIT.................................................................................. 45
          6.1  Commitment Fees, etc. ........................................................................... 45
          6.2  Optional Prepayments............................................................................. 45
</TABLE>

                                    - i -

<PAGE>   3

<TABLE>

<S>       <C>  <C>                                                                                               <C>
          6.3  Mandatory Prepayments and Commitment Reductions.................................................. 46
          6.4  Conversion and Continuation Options.............................................................. 49
          6.5  Minimum Amounts of Tranches...................................................................... 50
          6.6  Interest Rates and Payment Dates................................................................. 50
          6.7  Computation of Interest and Fees................................................................. 51
          6.8  Inability to Determine Interest Rate............................................................. 52
          6.9  Pro Rata Treatment and Payments.................................................................. 52
          6.10  Illegality...................................................................................... 54
          6.11  Requirements of Law............................................................................. 55
          6.12  Taxes........................................................................................... 56
          6.13  Indemnity....................................................................................... 57
          6.14  Change of Lending Office........................................................................ 57

SECTION 7.  REPRESENTATIONS AND WARRANTIES...................................................................... 58
          7.1  Financial Condition.............................................................................. 58
          7.2  No Change........................................................................................ 59
          7.3  Corporate Existence; Compliance with Law......................................................... 59
          7.4  Corporate Power; Authorization; Enforceable Obligations.......................................... 59
          7.5  No Legal Bar..................................................................................... 60
          7.6  No Material Litigation........................................................................... 60
          7.7  No Default....................................................................................... 60
          7.8  Ownership of Property; Liens..................................................................... 60
          7.9  Intellectual Property............................................................................ 60
          7.10  No Burdensome Restrictions...................................................................... 60
          7.11  Taxes........................................................................................... 60
          7.12  Federal Regulations............................................................................. 61
          7.13  ERISA........................................................................................... 61
          7.14  Canadian Benefit and Pension Plans.............................................................. 61
          7.15  Investment Company Act; Other Regulations....................................................... 62
          7.16  Subsidiaries.................................................................................... 62
          7.17  Purpose of Loans................................................................................ 62
          7.18  Environmental Matters........................................................................... 62
          7.19  Accuracy of Information, etc.................................................................... 63
          7.20  Security Documents.............................................................................. 64
          7.21  Solvency........................................................................................ 64
          7.22  Regulation H.................................................................................... 64

SECTION 8.  CONDITIONS PRECEDENT................................................................................ 65
          8.1  Conditions to Initial Extensions of Credit....................................................... 65
          8.2  Conditions to Extension of Credit................................................................ 68

SECTION 9.  AFFIRMATIVE COVENANTS............................................................................... 69
          9.1  Financial Statements............................................................................. 69
          9.2  Certificates; Other Information.................................................................. 70
          9.3  Payment of Obligations........................................................................... 71
          9.4  Conduct of Business and Maintenance of Existence................................................. 71
          9.5  Maintenance of Property; Insurance............................................................... 71
</TABLE>

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<PAGE>   4

<TABLE>

<S>       <C>  <C>                                                                                               <C>
          9.6  Inspection of Property; Books and Records; Discussions........................................... 71
          9.7  Notices.......................................................................................... 71
          9.8  Environmental Laws............................................................................... 72
          9.9  Further Assurances............................................................................... 73
          9.10  Additional Collateral........................................................................... 73
          9.11  Canadian Benefit and Pension Plans.............................................................. 75
          9.12  Interest Rate Protection........................................................................ 75

SECTION 10.  NEGATIVE COVENANTS................................................................................. 75
          10.1  Financial Condition Covenants................................................................... 75
          10.2  Limitation on Indebtedness...................................................................... 78
          10.3  Limitation on Liens............................................................................. 78
          10.4  Limitation on Guarantee Obligations............................................................. 80
          10.5  Limitation on Fundamental Changes............................................................... 80
          10.6  Limitation on Disposition of Assets............................................................. 80
          10.7  Limitation on Dividends......................................................................... 81
          10.8  Limitation on Investments, Loans and Advances................................................... 81
          10.9  Limitation on Optional Payments and Modifications of Debt Instruments........................... 82
          10.10  Limitation on Transactions with Affiliates..................................................... 83
          10.11  Limitation on Sales and Leasebacks............................................................. 83
          10.12  Limitation on Changes in Fiscal Year........................................................... 83
          10.13  Limitation on Negative Pledge Clauses.......................................................... 83
          10.14  Limitation on Lines of Business................................................................ 83
                     10.15  Canadian Benefit and Pension Plans.................................................. 83
          10.16  Hedging Agreements............................................................................. 84

SECTION 11.  EVENTS OF DEFAULT.................................................................................. 84

SECTION 12.  THE ADMINISTRATIVE AGENT........................................................................... 87
          12.1  Appointment..................................................................................... 87
          12.2  Delegation of Duties............................................................................ 88
          12.3  Exculpatory Provisions.......................................................................... 88
          12.4  Reliance by Administrative Agents............................................................... 88
          12.5  Notice of Default............................................................................... 89
          12.6  Non-Reliance on Administrative Agents and Other Lenders......................................... 89
          12.7  Indemnification................................................................................. 90
          12.8  Agent in Its Individual Capacity................................................................ 90
          12.9  Successor Agent................................................................................. 90
          12.10  Others......................................................................................... 91

SECTION 13.  GUARANTEE.......................................................................................... 91
          13.1  Guarantee....................................................................................... 91
          13.2  No Subrogation, Contribution, Reimbursement or Indemnity........................................ 92
          13.3  Amendments, etc. with respect to the Canadian Borrower Obligations.............................. 92
          13.4  Guarantee Absolute and Unconditional............................................................ 93
          13.5  Reinstatement................................................................................... 94
          13.6  Payments........................................................................................ 94
</TABLE>

                                     - iii -

<PAGE>   5


<TABLE>

<S>                                                                                                             <C>
SECTION 14.  MISCELLANEOUS...................................................................................... 94
          14.1  Amendments and Waivers.......................................................................... 94
          14.2  Notices......................................................................................... 95
          14.3  No Waiver; Cumulative Remedies.................................................................. 96
          14.4  Survival of Representations and Warranties...................................................... 96
          14.5  Payment of Expenses and Taxes................................................................... 96
          14.6  Successors and Assigns; Participations and Assignments.......................................... 97
          14.7  Adjustments; Set-off............................................................................100
          14.8  Counterparts....................................................................................100
          14.9  Severability....................................................................................101
          14.10  Integration....................................................................................101
          14.11  GOVERNING LAW..................................................................................101
          14.12  Submission To Jurisdiction; Waivers............................................................101
          14.13  Acknowledgments................................................................................102
          14.14  WAIVERS OF JURY TRIAL..........................................................................102
          14.15  Judgment.......................................................................................102
          14.16  Confidentiality................................................................................103
</TABLE>



                                     - iv -

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SCHEDULES

1.1A      Commitments of U.S. Lenders
1.1B      Commitments of Canadian Lenders
2         Properties to be Mortgaged
3         Mortgage Recording Jurisdictions
4         Initial Canadian Collateral Documents
7.9       Intellectual Property Matters
7.16      Subsidiaries
7.20      Canadian Collateral Perfection Procedures
10.2(f)   Existing Indebtedness
10.3(f)   Existing Liens
10.4      Existing Guarantee Obligations

EXHIBITS

          A-1        Form of Draft
          A-2        Form of Request for Acceptances
          B          Form of Guarantee and Collateral Agreement
          C          Form of Revolving Credit Note
          D          Form of U.S. Term Note
          E          Form of Canadian Term Note
          F          Form of Power of Attorney
          G          Form of Acceptance Note
          H          Form of Prepayment Option Notice
          I          Form of Closing Certificate
          J          Form of Opinion of U.S. Counsel
          K-1        Form of Opinion of Canadian Counsel of the Borrowers
          K-2        Form of Opinion of Canadian Counsel of the Lenders
          L          Form of Assignment and Acceptance
          M          Form of Seller Consent and Acknowledgment
          N          Form of Mortgage
          O          Form of Intercreditor Agreement


                                      - v -

<PAGE>   7


                  CREDIT AGREEMENT, dated as of May 9, 1997, among LAIDLAW
CHEM-WASTE, INC., a Delaware corporation (the "Company"), LAIDLAW ENVIRONMENTAL
SERVICES (CANADA) LTD., a Canadian corporation and a wholly owned Subsidiary of
the Company (the "Canadian Borrower"; together with the Company, the
"Borrowers"), the several banks and other financial institutions or entities
from time to time parties to this Agreement (the "Lenders"), TORONTO DOMINION
(TEXAS), INC., as general administrative agent (as hereinafter defined, the
"General Administrative Agent"), THE TORONTO-DOMINION BANK, as Canadian
administrative agent (as hereinafter defined, the "Canadian Administrative
Agent"), TD SECURITIES (USA) INC., as advisor to the Borrowers and arranger of
the commitments described herein (in such capacities, the "Arranger"), and THE
BANK OF NOVA SCOTIA, NATIONSBANK, N.A. and THE FIRST NATIONAL BANK OF CHICAGO,
as managing agents (each, in such capacity, a "Managing Agent") and NATIONSBANK,
N.A., as syndication agent (in such capacity, the "Syndication Agent").


                               W I T N E S S E T H


                  WHEREAS, Laidlaw Environmental Services, Inc. (formerly known
as Rollins Environmental Services, Inc.), a Delaware corporation ("Holdings"),
Laidlaw Inc., a Canadian corporation ("Laidlaw"), and Laidlaw Transportation,
Inc., a Delaware corporation (the "Seller"), are parties to the Stock Purchase
Agreement, dated as of February 6, 1997 (the "Stock Purchase Agreement"),
pursuant to which on the Closing Date (as hereinafter defined) the Seller is
selling to Holdings, and Holdings is purchasing from the Seller (the
"Acquisition"), all of the issued and outstanding common stock of the Company,
which owns all of the Seller's United States and Canada Hazardous and Industrial
Waste Business (as defined in the Stock Purchase Agreement);

                  WHEREAS, substantially all assets owned by Holdings prior to
the Closing Date will be transferred to the Company or one of its Subsidiaries
on the Closing Date, with the effect that Holdings will be a holding company
whose only substantial asset consists of the common stock of the Company; and

                  WHEREAS, the Company has requested the Lenders to extend
credit to the Borrowers to finance a portion of the consideration for the
Acquisition and to provide for the Borrowers' ongoing financing needs following
the Acquisition, and the Lenders are willing to extend such credit;

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


                             SECTION 1. DEFINITIONS

                                                                           
                                                                           
                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:


<PAGE>   8


                                                                               2




                  "Acceptance": a Draft drawn by the Canadian Borrower and
         accepted by a Canadian Lender which is (a) denominated in Canadian
         Dollars, (b) for a term of not less than one month nor more than six
         months and which matures prior to the Canadian Facility Termination
         Date and (c) issuable and payable only in Canada; provided that to the
         extent the context shall require, each Acceptance Note shall be deemed
         to be an Acceptance.

                  "Acceptance Note":  as defined in Section 5.7(b).

                  "Acceptance Purchase Price": in respect of an Acceptance of a
         specified maturity, the result (rounded to the nearest whole cent, and
         with one-half cent being rounded up) obtained by dividing the face
         amount of such Acceptance by the sum of (a) one and (b) the product of
         (i) the Reference Discount Rate for Acceptances of the same maturity
         expressed as a decimal and (ii) a fraction, the numerator of which is
         the term to maturity of such Acceptance and the denominator of which is
         equal to 365.

                  "Acceptance Reimbursement Obligations": the obligation of the
         Canadian Borrower to the Canadian Lenders (a) to reimburse the Canadian
         Lenders for maturing Acceptances pursuant to Section 5.5 and (b) to
         make payments in respect of the Acceptance Notes in accordance with the
         terms thereof.

                  "Acceptance Tranches": the collective reference to Acceptances
         all of which were created on the same date and have the same maturity
         date.

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

                  "Adjustment Date":  as defined in the Pricing Grid.

                  "Administrative Agents": the collective reference to the
         General Administrative Agent and the Canadian Administrative Agent.

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

                  "Aggregate Canadian Term Loan Outstandings": as at any date of
         determination with respect to any Canadian Lender, an amount in
         Canadian Dollars equal to the sum of the following, without
         duplication: (a) the aggregate unpaid principal amount of such Canadian
         Lender's Canadian Term Loans on such date, (b) the aggregate
         undiscounted face amount of all outstanding Acceptances of such
         Canadian Lender on such date and (c) the aggregate undiscounted face
         amount of such Canadian Lender's Acceptance Notes on such date.


<PAGE>   9


                                                                               3




                  "Aggregate Commitment Percentage": as to any Lender, the
         percentage which such Lender's Aggregate Exposure constitutes of the
         Aggregate Exposure of all Lenders.

                  "Aggregate Exposure": as to any Lender, the sum of such
         Lender's Revolving Credit Commitment (or, after termination of the
         Revolving Credit Commitments, such Lender's Revolving Extensions of
         Credit) and U.S. Term Loans and the U.S. Dollar Equivalent of such
         Lender's Aggregate Canadian Term Loan Outstandings.

                  "Agreement": this Credit Agreement, as amended, supplemented
         or otherwise modified from time to time.

                  "Agreement Currency":  as defined in Section 14.15(b).

                  "Applicable Margin":(a) on any day, for each Type of Revolving
         Credit Loan, Tranche A Term Loan and Canadian Term Loan, the rate per
         annum determined pursuant to the Pricing Grid; and

                  (b) for each Type of Tranche B Term Loan and Tranche C Term
         Loan, the rate per annum set forth under the relevant column heading
         below:
<TABLE>
<CAPTION>

                                                     Base Rate Loans                    LIBOR Rate Loans
                                                     ---------------                    ----------------
         <S>                                         <C>                                    <C>   
         Tranche B Term Loans                        2.125%                                 3.125%
         Tranche C Term Loans                        2.375%                                 3.375%
</TABLE>

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

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

                  "Asset Sale": any Disposition of assets or series of related
         Dispositions of assets, excluding any Disposition of assets permitted
         by clause (a), (c), (d) or (e) of Section 10.6.

                  "Assignee":  as defined in Section 14.6(c).

                  "Available Revolving Credit Commitment": as to any U.S. Lender
         at any time, an amount equal to the excess, if any, of (a) such
         Lender's Revolving Credit Commitment over (b) such Lender's Revolving
         Extensions of Credit.

                  "Bank Act (Canada)": the Bank Act (Canada), as amended from
         time to time.

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


<PAGE>   10


                                                                               4




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

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

                  "Borrowing Date": any Business Day specified in a notice
         pursuant to Section 2.2, 2.5., 4.2 or 5.2 as a date on which a Borrower
         requests the Lenders to make Loans, create Acceptances, convert
         Acceptances into Canadian Term Loans or convert Canadian Term Loans
         into Acceptances, as the case may be.

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City or Houston, Texas are
         authorized or required by law to close; provided that (a) when such
         term is used in respect of a day on which a Loan in Canadian Dollars is
         to be made or an Acceptance is to be created, a payment is to be made
         in respect of such Loan or Acceptance, an Exchange Rate is to be set in
         respect of Canadian Dollars or any other dealing in Canadian Dollars is
         to be carried out pursuant to this Agreement, such term shall mean a
         day other than a Saturday, Sunday or other day on which commercial
         banks in Toronto, Ontario are authorized or required by law to close
         and (b) when such term is used with respect to notices and
         determinations in connection with, and payments of principal of, and
         interest on, LIBOR Loans, any day which is a Business Day in New York
         City and which is also a day on which trading by and between banks in
         Dollar deposits may be carried out in the London interbank eurodollar
         market.

                  "Canadian Administrative Agent": The Toronto-Dominion Bank,
         together with its affiliates, as the Canadian Administrative Agent for
         the Canadian Lenders under this Agreement and the other Loan Documents,
         and any successor thereto pursuant to Section 12.9.

                  "Canadian Benefit Plans": all material employee benefit plans
         maintained or contributed to by the Canadian Borrower or a Subsidiary
         thereof that are not Canadian Pension Plans including, without
         limitation, all profit sharing, savings, supplemental retirement,
         retiring allowance, severance, deferred compensation, welfare, bonus,
         supplementary unemployment benefit plans or arrangements and all life,
         health, dental and disability plans and arrangements in which the
         employees or former employees of the Canadian Borrower or a Subsidiary
         thereof employed in Canada participate or are eligible to participate
         or are eligible to participate.

                  "Canadian Borrower": as defined in the Preamble to this
         Agreement.

                  "Canadian Borrower Obligations": the unpaid principal of and
         interest on (including, without limitation, interest accruing after the
         maturity of the Loans and Acceptance Reimbursement Obligations and
         interest accruing after the filing of any petition in bankruptcy, or
         the commencement of any insolvency, reorganization or like proceeding,
         relating to the Canadian Borrower, whether or not a claim for
         post-filing or post-petition interest is allowed in such proceeding)
         the Loans and Acceptance


<PAGE>   11


                                                                               5



         Reimbursement Obligation and all other obligations and liabilities of
         the Canadian Borrower to the Administrative Agents or to any Lender
         (or, in the case of any Hedging Agreements, any affiliate of any
         Lender), whether direct or indirect, absolute or contingent, due or to
         become due, or now existing or hereafter incurred, which may arise
         under, out of, or in connection with, this Agreement, any other Loan
         Document, any Hedging Agreement entered into with any Lender or any
         affiliate of any Lender or any other document made, delivered or given
         in connection herewith or therewith, whether on account of principal,
         interest, reimbursement obligations, fees, indemnities, costs, expenses
         (including, without limitation, all fees, charges and disbursements of
         counsel to the Administrative Agents or to any Lender that are required
         to be paid by the Canadian Borrower pursuant hereto) or otherwise.

                  "Canadian Collateral Documents": the collective reference to
         the agreements, instruments and documents delivered from time to time
         (both before and after the date of this Agreement) to the General
         Administrative Agent, the Canadian Administrative Agent or the Lenders
         by the Canadian Borrower or any of its Subsidiaries for the purpose of
         establishing, perfecting, reserving or protecting the security of the
         Lenders in respect hereof and in respect of amounts owing by the
         Canadian Borrower hereunder (including, without limitation, guarantees,
         debentures, Bank Act (Canada) assignments, general security agreements,
         general assignments of receivables and share pledge agreements). The
         Canadian Collateral Documents to be executed and delivered in
         connection with the Closing Date are listed on Schedule 4.

                  "Canadian Dollar Prime Rate": on any day, the higher of (a)
         the rate per annum designated by the Canadian Administrative Agent from
         time to time (and in effect on such day) as its reference rate for
         Canadian Dollar commercial loans made in Canada and (b) the rate per
         annum which is .75% above the one month acceptance rate quoted by The
         Toronto-Dominion Bank at 10:00 A.M., Toronto time, that appears on the
         Reuter's Screen CDOR page on such day as its rate for acceptances in
         Canada. The Canadian Dollar Prime Rate is not intended to be the lowest
         rate of interest charged by The Toronto-Dominion Bank in connection
         with extensions of credit in Canadian Dollars to debtors.

                  "Canadian Dollars" and "C$": dollars in the lawful currency of
         Canada.

                  "Canadian Facility Amortization Date": as defined in Section
         4.3.

                  "Canadian Facility Maximum Amount": on any date, the maximum
         Aggregate Canadian Term Loan Outstandings permitted on such date after
         giving effect to payments required to be made pursuant to Section 4.3
         or reductions required to be made pursuant to Section 6.3(g), as the
         case may be.

                  "Canadian Facility Termination Date":  May 15, 2003.

                  "Canadian Lenders":  each Lender listed on Schedule 1.1B.



<PAGE>   12


                                                                               6





                  "Canadian Operating Facility": the C$20,000,000 credit
         facility to be evidenced by a loan agreement between the Canadian
         Borrower, as borrower, and The Toronto-Dominion Bank, as lender, as the
         same may be amended, modified or otherwise supplemented from time to
         time.

                  "Canadian Operating Facility Lender": The Toronto-Dominion
         Bank in its capacity as lender under the Canadian Operating Facility.

                  "Canadian Operating Facility Obligations": all of the
         obligations, liabilities and indebtedness of the Canadian Borrower to
         the Canadian Operating Facility Lender from time to time, whether
         present or future, absolute or contingent, liquidated or unliquidated,
         as principal or as surety, alone or with others, of whatsoever nature
         or kind, in any currency, under or in respect of agreements or dealings
         between the Canadian Borrower and the Canadian Operating Facility
         Lender or agreement or dealings between the Canadian Borrower and any
         Person by which such lender may be or become in any manner whatsoever a
         creditor of the Canadian Borrower, including without limitation under
         the Canadian Operating Facility (including, without limitation, all
         fees and disbursements of the Canadian Operating Facility Lender or its
         counsel or agents incurred in the enforcement of the Canadian Operating
         Facility); the amount of the Canadian Operating Facility Obligations
         will be determined without regard to any right of set-off or
         counterclaim by the Canadian Borrower against the Canadian Operating
         Facility Lender.

                  "Canadian Pension Plan": any plan, program, arrangement or
         understanding that is a pension plan for the purposes of any applicable
         pension benefit or tax laws of Canada or a province or territory
         thereof (whether or not registered under any such laws) which is
         maintained, administered or contributed to by (or to which there is or
         may be an obligation to contribute by) the Canadian Borrower or a
         Subsidiary thereof in respect to any person's past, present or future
         employment in Canada or a province or territory thereof with the
         Canadian Borrower or a Subsidiary thereof, all related funding
         arrangements and all related agreements, arrangements and
         understandings in respect of, or related to, any benefits to be
         provided thereunder or the effect thereof on any other compensation or
         remuneration of any employee.

                  "Canadian Reference Lenders": the collective reference to the
         Schedule 1 Canadian Reference Lenders and the Schedule 2 Canadian
         Reference Lenders.

                  "Canadian Term Loan":  as defined in Section 4.1.

                  "Canadian Term Loan Commitment": as to any Canadian Lender,
         the obligation of such Lender to make Canadian Term Loans to, and/or
         create and discount Acceptances on behalf of (or, in lieu thereof, to
         make loans pursuant to the Acceptance Notes to), the Canadian Borrower,
         in an amount not to exceed the amount set forth opposite such Canadian
         Lender's name on Schedule 1.1B under the heading "Canadian Term Loan
         Commitment". The original aggregate amount of the Canadian


<PAGE>   13


                                                                               7



         Term Loan Commitments is equivalent in Canadian Dollars (determined in
         accordance with Section 4.3(b)) of US$60,000,000.

                  "Canadian Term Loan Commitment Percentage": as to any Canadian
         Lender at any time, the percentage which such Canadian Lender's
         Canadian Term Loan Commitment then constitutes of the aggregate
         Canadian Term Loan Commitments (or, at any time after the Closing Date,
         the percentage which the aggregate amount of such Canadian Lender's
         Aggregate Canadian Term Loan Outstandings then outstanding constitutes
         of the Total Aggregate Canadian Term Loan Outstandings then
         outstanding).

                  "Canadian Term Loan Note":  as defined in Section 4.4(d).

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

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

                  "Change of Control": a Change of Control shall be deemed to
         occur (a) if on any date a "person" or a "group" (within the meaning of
         Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
         becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Securities Exchange Act of 1934) of a larger percentage of the then
         outstanding voting stock of Holdings than the percentage owned,
         directly or indirectly, by Laidlaw on such date, (b) if at any time
         when the Consolidated Total


<PAGE>   14


                                                                               8



         Leverage Ratio is greater than 2.00:1.00, Laidlaw shall not own,
         directly or indirectly, at least 25% of the outstanding voting stock of
         Holdings, (c) if at any time Holdings shall cease to own 100% of the
         outstanding voting stock of the Company or (d) if at any time the
         Company shall cease to own 100% of the outstanding voting stock of the
         Canadian Borrower.

                  "Closing Date": the date on which the conditions precedent set
         forth in Section 8.1 shall be satisfied, which date shall not be later
         than May 30, 1997.

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

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

                  "Commitment": as to any Lender, the sum of the Tranche A Term
         Loan Commitment, the Tranche B Term Loan Commitment, the Tranche C Term
         Loan Commitment, the Revolving Credit Commitment and Canadian Term Loan
         Commitment of such Lender.

                  "Commitment Fee Rate": on any day, the rate per annum
         determined pursuant to the Pricing Grid.

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Company within the
         meaning of Section 4001 of ERISA or is part of a group which includes
         the Company and which is treated as a single employer under Section 414
         of the Code.

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

                  "Consolidated Capital Expenditures": for any fiscal period,
         the aggregate of all expenditures by Holdings and its Subsidiaries for
         the acquisition or leasing (pursuant to a Financing Lease) of fixed or
         capital assets or additions to equipment (including replacements,
         capitalized repairs and improvements during such period, but excluding
         investments made pursuant to Section 10.8(c)) which should be
         capitalized under GAAP on a consolidated balance sheet of Holdings and
         its Subsidiaries; provided that for any calculation of Consolidated
         Capital Expenditures for any fiscal period ending prior to the last day
         of the fourth full fiscal quarter following the Closing Date,
         Consolidated Capital Expenditures shall be deemed to be Consolidated
         Capital Expenditures from the Closing Date to the last day of such
         period multiplied by a fraction the numerator of which is 365 and the
         denominator of which is the number of days from the Closing Date to the
         last day of such period.

                  "Consolidated Contingent Obligations": at any date (a) all
         obligations of Holdings and its Subsidiaries in respect of performance
         bonds, letters of credit in the nature of performance bonds and similar
         obligations, and (b) all Guarantee Obligations


<PAGE>   15


                                                                               9



         of Holdings and it Subsidiaries in respect of obligations of the kind
         referred to in the foregoing clause (a).

                  "Consolidated Debt Service": for any fiscal period, the sum,
         for Holdings and its Subsidiaries (determined on a consolidated basis
         without duplication in accordance with GAAP), of (a) all regularly
         scheduled payments of principal of Indebtedness during such period,
         including all scheduled payments in respect of the Loans, and, without
         duplication, all scheduled reductions in the Canadian Facility Maximum
         Amount, during such period plus (b) Consolidated Projected Cash
         Interest Expense for such period.

                  "Consolidated Fixed Charges": for any fiscal period, the sum
         for such period of (i) Consolidated Debt Service and (ii) Consolidated
         Projected Operating Lease Expense.

                  "Consolidated Historical Cash Interest Expense": for any
         fiscal period, the aggregate amount of interest in respect of
         Consolidated Total Funded Debt and in respect of the Seller Note paid
         in cash during such period as determined on a consolidated basis in
         accordance with GAAP; provided that for any calculation of Consolidated
         Historical Cash Interest Expense for any fiscal period ending prior to
         the last day of the fourth full fiscal quarter following the Closing
         Date, Consolidated Historical Cash Interest Expense shall be deemed to
         be Consolidated Historical Cash Interest Expense from the Closing Date
         to the last day of such period multiplied by a fraction the numerator
         of which is 365 and the denominator of which is the number of days from
         the Closing Date to the last day of such period.

                  "Consolidated Historical Operating Lease Expense": for any
         fiscal period, the aggregate lease obligations of Holdings and its
         Subsidiaries for which Holdings or any of its Subsidiaries is
         contractually committed having a remaining term in excess of twelve
         months determined on a consolidated basis payable in respect of such
         period under leases of real and/or personal property (net of income
         from sub-leases thereof and excluding lease payments on operating
         leases which carry a termination payment of less than twelve months of
         lease payments, but including taxes, insurance, maintenance and similar
         expenses which the lessee is obligated to pay under the terms of said
         leases), whether or not such obligations are reflected as liabilities
         or commitments on a consolidated balance sheet of Holdings and its
         Subsidiaries or in the notes thereto, excluding, however, obligations
         under Financing Leases; provided that for any calculation of
         Consolidated Historical Operating Lease Expense for any fiscal period
         ending prior to the last day of the fourth full fiscal quarter
         following the Closing Date, Consolidated Historical Operating Lease
         Expense shall be deemed to be Consolidated Historical Operating Lease
         Expense from the Closing Date to the last day of such period multiplied
         by a fraction the numerator of which is 365 and the denominator of
         which is the number of days from the Closing Date to the last day of
         such period.



<PAGE>   16


                                                                              10



                  "Consolidated Net Income": of any Person for any fiscal
         period, net income of such Person and its Subsidiaries, determined on a
         consolidated basis in accordance with GAAP; provided that for any
         calculation of Consolidated Net Income for any fiscal period ending
         prior to the last day of the fourth full fiscal quarter following the
         Closing Date, Consolidated Net Income shall be deemed to be
         Consolidated Net Income from the Closing Date to the last day of such
         period multiplied by a fraction the numerator of which is 365 and the
         denominator of which is the number of days from the Closing Date to the
         last day of such period.

                  "Consolidated Operating Cash Flow": for any fiscal period,
         Consolidated Net Income of Holdings and its Subsidiaries (excluding
         without duplication, (w) extraordinary gains and losses in accordance
         with GAAP, (x) gains and losses in connection with asset dispositions
         whether or not constituting extraordinary gains and losses and (y)
         gains or losses on discontinued operations and (z) non-cash investment
         income) for such period, plus (i) to the extent deducted in determining
         such Consolidated Net Income, interest expense and other financing
         costs and expenses (cash and non-cash) for such period, plus (ii) to
         the extent deducted in computing such Consolidated Net Income, the sum
         of income taxes (whether or not deferred), depreciation and
         amortization, and all other non-cash expenses; provided that for any
         calculation of Consolidated Operating Cash Flow for any fiscal period
         ending prior to the last day of the fourth full fiscal quarter
         following the Closing Date, Consolidated Operating Cash Flow shall be
         deemed to be Consolidated Operating Cash Flow from the Closing Date to
         the last day of such period multiplied by a fraction the numerator of
         which is 365 and the denominator of which is the number of days from
         the Closing Date to the last day of such period.

                  "Consolidated Projected Cash Interest Expense": for any fiscal
         period, the aggregate amount of interest in respect of Consolidated
         Total Funded Debt and in respect of the Seller Note projected to be
         payable in cash during such period as determined on a consolidated
         basis in accordance with GAAP (such interest expense being calculated
         based upon the assumption that interest rates in effect on the date of
         calculation will remain in effect for such future fiscal period).

                  "Consolidated Projected Operating Lease Expense": for any
         fiscal period, the aggregate lease obligations of Holdings and its
         Subsidiaries for which Holdings or any of its Subsidiaries is
         contractually committed having a remaining term in excess of twelve
         months determined on a consolidated basis projected to be payable in
         respect of such period under leases of real and/or personal property
         (net of income from sub-leases thereof and excluding lease payments on
         operating leases which carry a termination payment of less than twelve
         months of lease payments, but including taxes, insurance, maintenance
         and similar expenses which the lessee is obligated to pay under the
         terms of said leases), whether or not such obligations would be
         reflected as liabilities or commitments on a consolidated balance sheet
         of Holdings and its Subsidiaries or in the notes thereto, excluding,
         however, obligations under Financing Leases.



<PAGE>   17


                                                                              11



                  "Consolidated Total Funded Debt": at any date, all
         Indebtedness of Holdings and its Subsidiaries outstanding on such date
         for borrowed money or the deferred purchase price of property and all
         Guarantee Obligations of the Company and its Subsidiaries in respect of
         Indebtedness for borrowed money or the deferred purchase price of
         property, in each case determined on a consolidated basis in accordance
         with GAAP, including, without limitation, Indebtedness in respect of
         Financing Leases, but excluding Indebtedness in respect of the Seller
         Note.

                  "Consolidated Total Leverage Ratio" as at any date of
         determination, the ratio of (i) Consolidated Total Funded Debt as at
         such date to (ii) Consolidated Operating Cash Flow for the four fiscal
         quarters ended on or most recently prior to such date of determination.

                  "Consolidated Working Capital": of any Person at any date, the
         excess of (a) the sum of all amounts (other than cash and cash
         equivalents) that would, in accordance with GAAP, be set forth opposite
         the caption "total current assets" (or any like caption) on a
         consolidated balance sheet of such Person and its Subsidiaries at such
         date over (b) all amounts that would, in accordance with GAAP, be set
         forth opposite the caption "total current liabilities" (or any like
         caption) on a consolidated balance sheet of such Person and its
         Subsidiaries on such date (excluding, to the extent it would otherwise
         be included under current liabilities, the current portion of any
         Consolidated Total Funded Debt).

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

                  "Default": any of the events specified in Section 11, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

                  "Disposition": with respect to any asset, any sale, lease,
         sale and leaseback, assignment, conveyance, transfer or other
         disposition thereof; and the terms "Dispose" and "Disposed of" shall
         have correlative meanings.

                  "Domestic Subsidiary": any Subsidiary of the Company organized
         under the laws of any jurisdiction within the United States.

                  "Draft": a draft substantially in the form of Exhibit A-1 or
         in such other form as the Canadian Administrative Agent may from time
         to time reasonably request (or to the extent the context shall require,
         an Acceptance Note, delivered in lieu of a draft), as the same may be
         amended, supplemented or otherwise modified from time to time.

                  "Environmental Laws": any and all laws (including, without
         limitation, all common and civil law), rules, orders, regulations,
         statutes, ordinances, guidelines, codes, decrees, or other legally
         enforceable requirement of any foreign government,


<PAGE>   18


                                                                              12



         the United States, Canada, or any state, provincial, local, municipal
         or other governmental authority, regulating, relating to or imposing
         liability or standards of conduct concerning protection of the
         environment or of human health, or employee health and safety, as has
         been, is now, or may at any time hereafter be, in effect.

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

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

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

                  "Eurodollar Business Day": any day on which banks are open for
         dealings in dollar deposits in the London interbank market.

                  "Event of Default": any of the events specified in Section 11,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                  "Excess Cash Flow": with respect to any Person for any fiscal
         year, the excess of (a) the sum, without duplication, of (i)
         Consolidated Net Income of such Person and its Subsidiaries for such
         fiscal year, (ii) the net decrease, if any, in Consolidated Working
         Capital of such Person and its Subsidiaries during such fiscal year,
         (iii) to the extent deducted in computing such Consolidated Net Income,
         non-cash interest expense and other financing costs and expenses,
         depreciation and amortization for such fiscal year, (iv) extraordinary
         non-cash losses during such fiscal year subtracted in the determination
         of such Consolidated Net Income, (v) deferred income tax expense of
         such Person and its Subsidiaries for such fiscal year, (vi) non-cash
         losses of such Person and its Subsidiaries for such fiscal year in
         connection with asset dispositions whether or not constituting
         extraordinary losses, and (vii) non-cash ordinary losses of such Person
         and its Subsidiaries for such fiscal year over (b) the sum, without
         duplication, of (i) the aggregate amount of permitted cash capital
         expenditures made by such Person and its Subsidiaries during such
         fiscal year, (ii) the net increase, if any, in Consolidated Working
         Capital of such Person and its Subsidiaries during such fiscal year,
         (iii) the aggregate amount of (A) scheduled payments of principal in
         respect of any Indebtedness of such Person and its Subsidiaries during
         such fiscal year, (B) optional prepayments of principal in respect of
         any Indebtedness of such Person


<PAGE>   19


                                                                              13



         and its Subsidiaries during such fiscal year (other than, with respect
         to Holdings, prepayments in respect of the Revolving Credit Loan not
         accompanied by a reduction in Revolving Credit Commitments), (C) with
         respect to Holdings for fiscal year 1997 only, repayments of existing
         Indebtedness required to be repaid in connection with the Closing Date,
         (iv) deferred income tax credit of such Person and its Subsidiaries for
         such fiscal year, (v) extraordinary non-cash gains during such fiscal
         year added in the determination of Consolidated Net Income of such
         Person and its Subsidiaries for such fiscal year, (vi) non-cash gains
         of such Person and its Subsidiaries during such fiscal year in
         connection with asset dispositions whether or not constituting
         extraordinary gains, (vii) non-cash ordinary gains of such Person and
         its Subsidiaries during such fiscal year and (viii) cash expenditures
         of such Person and its Subsidiaries during such fiscal year on deferred
         (including the current portion thereof) long term liabilities (net of
         related cash taxes), (ix) to the extent not deducted in determining
         Consolidated Net Income of such Person and its Subsidiaries for such
         fiscal year, cash expenditures made or committed during such fiscal
         year in respect of site closure, related severance costs, financing
         fees and other costs incurred in connection with the Acquisition
         (provided that amounts deducted in any fiscal year for expenditures
         committed, but not made, during such fiscal year shall not be deducted
         in the fiscal year in which such expenditures are actually made) and
         (x) non-cash investment income of such Person and its Subsidiaries
         during such fiscal year.

                  "Exchange Rate": with respect to Canadian Dollars on any date,
         the Bank of Canada noon spot rate on such date for the exchange of
         Canadian Dollars into U.S. Dollars.

                  "Extension of Credit": as to any Lender, the making of a Loan
         by such Lender, the issuance (or acquisition of a participating
         interest in) any Letter of Credit or the creation of an Acceptance or
         Acceptance Note by such Lender. It is expressly understood and agreed
         that the following do not constitute Extensions of Credit for purposes
         of this Agreement: (a) the conversions and continuations of U.S. Loans
         as or to LIBOR Loans or Base Rate Loans pursuant to Section 6.4, (b)
         the substitution of maturing Acceptances with new Acceptances, (c) the
         conversion of Acceptances to Canadian Term Loans and (d) the conversion
         of Canadian Term Loans to Acceptances.

                  "Facility": each of (a) the Tranche A Term Loan Commitments
         and the Tranche A Term Loans made thereunder (the "Tranche A Term Loan
         Facility"), (b) the Tranche B Term Loan Commitments and the Tranche B
         Term Loans made thereunder (the "Tranche B Term Loan Facility"), (c)
         the Tranche C Term Loan Commitments and the Tranche C Term Loans made
         thereunder (the "Tranche C Term Loan Facility"), (d) the Revolving
         Credit Commitments and the Revolving Extensions of Credit (the
         "Revolving Credit Facility") and (e) the Canadian Term Loan Commitments
         and the Canadian Term Loans made, and the Acceptances issued,
         thereunder (the "Canadian Term Loan Facility").

                  "Federal Funds Effective Rate": for any day, the weighted
         average of the rates on overnight federal funds transactions with
         members of the Federal Reserve System


<PAGE>   20


                                                                              14



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

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

                  "Fixed Charge Coverage Ratio": as at the last day of any
         fiscal quarter, the ratio of (i) the sum of Consolidated Operating Cash
         Flow and Consolidated Historical Operating Lease Expense for the four
         consecutive fiscal quarters ended on such last day to (ii) Consolidated
         Fixed Charges for the next succeeding four consecutive fiscal quarters.

                  "Foreign Currency Protection Agreements": as to any Person,
         all foreign exchange contracts, currency swap agreements or other
         similar agreements or arrangements entered into by such Person to
         protect such Person against fluctuations in currency values.

                  "Foreign Subsidiary": any Subsidiary of the Company organized
         under the laws of any jurisdiction outside the United States of
         America.

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

                  "General Administrative Agent": Toronto Dominion (Texas) Inc.,
         together with its affiliates, as arranger of the Commitments and as
         administrative agent for the U.S. Lenders under this Agreement and the
         other Loan Documents, and any successor thereto pursuant to Section
         12.9.

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

                  "Guarantee and Collateral Agreement": the Guarantee and
         Collateral Agreement to be executed and delivered by the Company and
         each Guarantor, substantially in the form of Exhibit B, as the same may
         be amended, supplemented or otherwise modified from time to time.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
         person"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which obligation the guaranteeing
         person has issued a reimbursement, counterindemnity or


<PAGE>   21


                                                                              15



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

                  "Guarantor": each party to the Guarantee and Collateral
         Agreement other than the Company, which shall include Holdings and all
         wholly owned Domestic Subsidiaries of the Company.

                  "Hedging Agreement": any Foreign Currency Protection Agreement
         or Interest Rate Protection Agreement.

                  "Historical Laidlaw": Laidlaw Environmental Services, Inc. and
         its subsidiaries, Laidlaw Environmental Services Ltd. and its
         subsidiaries and Laidlaw Environmental Services de Mexico, S.A. de
         C.V., which comprise all of the hazardous and industrial waste
         operations of Laidlaw Inc.

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

                  "Indebtedness": of any Person at any date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than current trade
         liabilities incurred in the ordinary course of business and payable in
         accordance with customary practices), (b) any other indebtedness of
         such Person which


<PAGE>   22


                                                                              16



         is evidenced by a note, bond, debenture or similar instrument, (c) all
         obligations of such Person under Financing Leases, (d) all obligations
         of such Person, contingent or otherwise, as an account party under
         acceptance, letter of credit or similar facilities (other than
         obligations in respect of performance bonds and letters of credit in
         the nature of performance bonds), (e) all obligations of such Person,
         contingent or otherwise, to purchase, redeem, retire or otherwise
         acquire for value any Capital Stock (other than common stock) of such
         Person, (f) all Guarantee Obligations of such Person in respect of
         obligations of the kind referred to in clauses (a) through (e) above,
         (g) all obligations of the kind referred to in clauses (a) through (f)
         above secured by (or for which the holder of such obligation has an
         existing right, contingent or otherwise, to be secured by) any Lien on
         property (including, without limitation, accounts and contract rights)
         owned by such Person, whether or not such Person has assumed or become
         liable for the payment of such obligation and (i) for the purposes of
         Section 11(e) only, all obligations of such Person in respect of
         Hedging Agreements.

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

                  "Insolvent":  pertaining to a condition of Insolvency.

                  "Intercreditor Agreement": the Intercreditor Agreement,
         substantially in the form of Exhibit O, to be entered into by the
         Administrative Agents and The Toronto- Dominion Bank, as Canadian
         Operating Facility Agent (as defined therein), and NationsBank, N.A.,
         in its capacity as a lender providing the credit to the Company
         permitted pursuant to Section 10.2(e).

                  "Interest Coverage Ratio": for any period, the ratio of (i)
         Consolidated Operating Cash Flow less Consolidated Capital Expenditures
         for such period to (ii) Consolidated Historical Cash Interest Expense
         for such period.

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

                  "Interest Payment Date": (a) as to any Base Rate Loan and any
         Canadian Term Loan, the last Business Day of each March, June,
         September and December, and, in the case of any Canadian Term Loan
         converted to an Acceptance pursuant to Section 5.1(b), the Borrowing
         Date on which such conversion occurs, (b) as to any LIBOR Loan having
         an Interest Period of three months or less, the last day of such
         Interest Period, and (c) as to any LIBOR Loan having an Interest Period
         longer than three months, each day which is three months, or a whole
         multiple thereof, after the first day of such Interest Period and the
         last day of such Interest Period.

                  "Interest Period":  with respect to any LIBOR Loan:



<PAGE>   23


                                                                              17



                                  (a) initially, the period commencing on the
                  Borrowing Date or conversion date, as the case may be, with
                  respect to such LIBOR Loan and ending one, two, three or six
                  months or (if available to all Lenders under the relevant
                  Facility) nine or twelve months thereafter, as selected by the
                  Company in its notice of borrowing or notice of conversion, as
                  the case may be, given with respect thereto; and

                                  (b) thereafter, each period commencing on the
                  last day of the next preceding Interest Period applicable to
                  such LIBOR Loan and ending one, two, three or six months or
                  (if available to all Lenders under the relevant Facility) nine
                  or twelve months thereafter, as selected by the Company by
                  irrevocable notice to the General Administrative Agent not
                  less than three Business Days prior to the last day of the
                  then current Interest Period with respect thereto;

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

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

                           (2) any Interest Period in respect of Revolving
                  Credit Loans, Tranche A Term Loans, Tranche B Term Loans or
                  Tranche C Term Loans, as the case may be, that would otherwise
                  extend beyond the Revolving Credit Termination Date or beyond
                  the date final payment is due on the Tranche A Term Loans, the
                  Tranche B Term Loans or the Tranche C Term Loans, as the case
                  may be, shall end on the Revolving Credit Termination Date or
                  such due date, as applicable;

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

                           (4) the Company shall select Interest Periods so as
                  not to require a payment or prepayment of any LIBOR Loan
                  during an Interest Period for such Loan.

                  "Interest Rate Protection Agreements": as to any Person, all
         interest rate swaps, caps or collar agreements or similar arrangements
         entered into by such Person providing for protection against
         fluctuations in interest rates or the exchange of nominal interest
         obligations, either generally or under specific contingencies.



<PAGE>   24


                                                                              18



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

                  "Issuing Lender": any of The Toronto-Dominion Bank or any
         Managing Agent or any Affiliates thereof, as selected by the Company.

                  "ITA": the Income Tax Act (Canada) and the regulations
         promulgated thereunder, as amended or re-enacted from time to time.

                  "L/C Commitment": at any time, the lesser of (a) $200,000,000
         and (b) the aggregate Revolving Credit Commitments then in effect.

                  "L/C Fee Payment Date": the last day of each March, June,
         September and December and the last day of the Revolving Credit
         Commitment Period.

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

                  "L/C Participants": with respect to any Letter of Credit, the
         collective reference to all the Revolving Credit Lenders other than the
         relevant Issuing Lender.

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

                  "Letters of Credit":  as defined in Section 3.1(a).

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

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

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

                           (b)     if the Reuter's Screen is not available or 
                  has been discontinued, the LIBOR Rate shall be the rate per
                  annum that the General Administrative Agent determines to be
                  the arithmetic average (rounded as aforesaid) of the per annum
                  rates of interest reported to the General Administrative Agent
                  by each


<PAGE>   25


                                                                              19



                  LIBOR Reference Bank (or, if any LIBOR Reference Bank fails to
                  provide such quotation, on the basis of the rates reported to
                  the General Administrative Agent by the remaining LIBOR
                  Reference Banks) as the rate at which deposits in U.S. Dollars
                  are offered to such Reference Banks in the London interbank
                  market at 11:00 a.m., London time, on the Interest
                  Determination Date in the approximate amount of such LIBOR
                  Reference Bank's relevant LIBOR Loan and having a maturity
                  approximately equal to the relevant LIBOR Interest Period; and

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

                  "LIBOR Reference Banks": The Toronto-Dominion Bank, The Bank
         of Nova Scotia, NationsBank, N.A. and The First National Bank of
         Chicago.

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

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

                  "Loan Documents": the collective reference to this Agreement,
         any Notes, the Applications, the Drafts, the Acceptances, the
         Acceptance Notes and the Security Documents.

                  "Loan Parties": the collective reference to the Borrowers and
         each Subsidiary of the Company which is a party to a Loan Document.

                  "Majority Facility Lenders": with respect to any Facility, the
         holders of more than 66-2/3% of the aggregate unpaid principal amount
         of the U.S. Term Loans, the Total Revolving Extensions of Credit or the
         Aggregate Canadian Term Loan Outstandings, as the case may be,
         outstanding under such Facility (or, in the case of the Revolving
         Credit Facility, prior to any termination of the Revolving Credit


<PAGE>   26


                                                                              20



         Commitments, the holders of more than 66-2/3% of the aggregate
         Revolving Credit Commitments).

                  "Mandatory Prepayment Date":  as defined in Section 6.3(f).

                  "Material Adverse Effect": a material adverse effect on (a)
         the Acquisition, (b) the business, operations, property, condition
         (financial or otherwise) or prospects of the Company and its
         Subsidiaries taken as a whole or (c) the validity or enforceability of
         this or any of the other Loan Documents or the rights or remedies of
         the Administrative Agents or the Lenders hereunder or thereunder.

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

                  "Mortgages": the collective reference to the Mortgages,
         substantially in the form of Exhibit N, to be executed and delivered in
         respect of the properties described in Schedule 2, as the same may be
         amended, supplemented or otherwise modified from time to time.

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


                  "NationsBank Line of Credit": the working capital credit
         facility to be evidenced by a letter agreement between NationsBank,
         N.A., as lender, and the Company, as borrower, as the same may be
         amended, modified or otherwise supplemented from time to time.

                  "Net Cash Proceeds": (a) in connection with any Asset Sale or
         any Recovery Event, the proceeds thereof in the form of cash and cash
         equivalents (including any such proceeds received by way of deferred
         payment of principal pursuant to a note or installment receivable or
         purchase price adjustment receivable or otherwise, but only as and when
         received) of such Asset Sale or Recovery Event, net of attorneys' fees,
         accountants' fees, investment banking fees, amounts required to be
         applied to the repayment of Indebtedness secured by a Lien expressly
         permitted hereunder on any asset which is the subject of such Asset
         Sale or Recovery Event (other than any Lien pursuant to a Security
         Document) and other customary fees and expenses actually incurred in
         connection therewith and net of taxes paid or reasonably estimated to
         be payable as a result thereof (after taking into account any available
         tax credits or deductions and any tax sharing arrangements) and (b) in
         connection with any issuance or sale of equity securities or debt
         securities or instruments or the incurrence of loans, the cash proceeds
         received from such issuance or incurrence, net of attorneys' fees,


<PAGE>   27


                                                                              21



         investment banking fees, accountants' fees, underwriting discounts and
         commissions and other customary fees and expenses actually incurred in
         connection therewith.

                  "Non-Excluded Taxes":  as defined in Section 6.12.

                  "Notes": the collective reference to the Revolving Credit
         Notes, the U.S. Term Notes and the Canadian Term Notes.

                  "Participant":  as defined in Section 14.6(b).

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

                  "Permitted Employee Stock Issuances": the issuance by Holdings
         of its common stock to employees of Holdings and its Subsidiaries for
         aggregate proceeds not exceeding $5,000,000 per fiscal year during
         fiscal year 1997, 1998 and 1999 and $10,000,000 per fiscal year
         thereafter.

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

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

                  "Power of Attorney":  as defined in Section 5.2(b).

                  "Prepayment Option Notice":  as defined in Section 6.3(f).

                  "Prepayment Premium Date":  as defined in Section 6.2.

                  "Pricing Grid":  the pricing grid attached hereto as Annex A.

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

                  "Pro Forma Balance Sheet":  as defined in Section 7.1(a).



<PAGE>   28


                                                                              22



                  "Recovery Event": any settlement of or payment in respect of
         any property or casualty insurance claim or any condemnation proceeding
         relating to any asset of the Company or any of its Subsidiaries.

                  "Reference Discount Rate": on any date with respect to each
         Draft requested to be accepted by a Canadian Lender, (a) if such
         Canadian Lender is a Schedule 1 Canadian Lender, the arithmetic average
         of the discount rates (expressed as a percentage calculated on the
         basis of a year of 365 days) quoted by the Toronto offices of each of
         the Schedule 1 Canadian Reference Lenders, at 10:00 a.m. (Toronto time)
         on the Borrowing Date on which such Draft is to be accepted as the
         discount rate at which each such Schedule 1 Canadian Reference Lender
         would, in the normal course of its business, purchase on such date
         Acceptances having an aggregate face amount and term to maturity as
         designated by the Canadian Borrower pursuant to Section 5.2 and (b) if
         such Canadian Lender is a Schedule 2 Canadian Lender, the arithmetic
         average of the discount rates (expressed as a percentage calculated on
         the basis of a year of 365 days) quoted by the Toronto offices of each
         of the Schedule 2 Canadian Reference Lenders, at 10:00 a.m. (Toronto
         time) on the Borrowing Date on which such Draft is to be accepted as
         the discount rate at which each such Schedule 2 Canadian Reference
         Lender would, in the normal course of its business, purchase on such
         date Acceptances having an aggregate face amount and term to maturity
         as designated by the Canadian Borrower pursuant to Section 5.2. The
         Canadian Administrative Agent shall advise the Canadian Borrower and
         the Canadian Lenders, either in writing or verbally, by 11:00 a.m.
         (Toronto time) on each Borrowing Date in respect of Acceptances as to
         the applicable Reference Discount Rate and corresponding Acceptance
         Purchase Price in respect of Acceptances having the maturities selected
         by the Canadian Borrower for such Borrowing Date.

                  "Register":  as defined in Section 14.6(d).

                  "Regulation U": Regulation U of the Board of Governors of the
         Federal Reserve System as in effect from time to time.

                  "Reimbursement Obligation": the obligation of the Company to
         reimburse the Issuing Lenders pursuant to Section 3.5 for amounts drawn
         under Letters of Credit.

                  "Reinvestment Deferred Amount": with respect to any
         Reinvestment Event, the aggregate Net Cash Proceeds received by a
         Borrower or any of its Subsidiaries in connection therewith which are
         not applied to prepayments or reductions pursuant to Section 6.3(c) as
         a result of the delivery of a Reinvestment Notice.

                  "Reinvestment Event": any Recovery Event or Asset Sale in
         respect of which the relevant Borrower has delivered a Reinvestment
         Notice.

                  "Reinvestment Notice": a written notice executed by a
         Responsible Officer to the General Administrative Agent within 30 days
         of the Reinvestment Event to which it relates stating that no Event of
         Default has occurred and is continuing and that the


<PAGE>   29


                                                                              23



         relevant Borrower (directly or indirectly through a Subsidiary), in
         good faith, intends and expects to use all or a specified portion of
         the Net Cash Proceeds of a Recovery Event or an Asset Sale to restore
         or replace the assets in respect of which such Recovery Event or Asset
         Sale occurred or to purchase other assets used in the existing business
         of the Company and its Subsidiaries within twelve months from the date
         of receipt of such Net Cash Proceeds (provided that if the affected
         assets constituted Collateral, such restored, replacement or other
         purchased assets shall also constitute Collateral).

                  "Reinvestment Prepayment Amount": with respect to any
         Reinvestment Event, the Reinvestment Deferred Amount relating thereto
         less any amount which, prior to the relevant Reinvestment Prepayment
         Date, the relevant Borrower or the relevant Subsidiary has spent or has
         agreed, pursuant to a binding written contract (under which performance
         is in progress) to spend, to restore or replace the assets in respect
         of which a Recovery Event or an Asset Sale has occurred or to purchase
         other assets used in the existing business of such Borrower or such
         Subsidiary.

                  "Reinvestment Prepayment Date": with respect to any
         Reinvestment Event, the earliest of (a) the first date occurring after
         such Reinvestment Event on which an Event of Default shall have
         occurred, (b) the date occurring twelve months after such Reinvestment
         Event and (c) the date on which the relevant Borrower shall have
         determined not to, or shall have otherwise ceased to, restore or
         replace the assets in respect of which a Recovery Event or an Asset
         Sale has occurred or to purchase other assets used in the existing
         business of such Borrower or such Subsidiary.

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

                  "Reportable Event": any of the events set forth in Section
         4043(c) of ERISA, other than those events as to which the thirty-day
         notice period is waived under subsections .13, .14, .16, .18, .19 or
         .20 of PBGC Reg. ss. 2615.

                  "Request for Acceptances":  as defined in Section 5.2(a).

                  "Required Lenders": the holders of more than 66-2/3% of (a)
         until the Closing Date, the Tranche A Term Loan Commitments, the
         Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments,
         the Revolving Credit Commitments and the U.S. Dollar Equivalent of the
         Canadian Term Loan Commitments and (b) thereafter, the sum of (i) the
         aggregate unpaid principal amount of the U.S. Term Loans, (ii) the U.S.
         Dollar Equivalent of the Aggregate Canadian Facility Term Loan
         Outstandings of all Lenders and (iii) the aggregate Revolving Credit
         Commitments of all Lenders or, if the Revolving Credit Commitments have
         been terminated, the Total Revolving Extensions of Credit.

                  "Requirement of Law": as to any Person, the Certificate of
         Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law,


<PAGE>   30


                                                                              24



         treaty, rule or regulation or determination of an arbitrator or a court
         or other Governmental Authority, in each case applicable to or binding
         upon such Person or any of its property or to which such Person or any
         of its property is subject.

                  "Responsible Officer": the chief executive officer and the
         president of the Company or Holdings, as the case may be, or, with
         respect to financial matters, the chief financial officer of the
         Company or Holdings, as the case may be.

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

                  "Revolving Credit Commitment": as to any U.S. Lender, the
         obligation of such Lender, if any, to make Revolving Credit Loans and
         participate in Letters of Credit, in an aggregate principal and/or face
         amount not to exceed the amount set forth under the heading "Revolving
         Credit Commitment" opposite such Lender's name on Schedule 1.1A, as the
         same may be changed from time to time pursuant to the terms hereof. The
         original aggregate amount of the Revolving Credit Commitments is
         $275,000,000; provided that at no time shall the aggregate principal
         amount of all Revolving Credit Loans exceed $100,000,000.

                  "Revolving Credit Commitment Period": the period from and
         including the Closing Date to the Revolving Credit Termination Date.

                  "Revolving Credit Lender": each U.S. Lender which has a
         Revolving Credit Commitment or which has made Revolving Extensions of
         Credit.

                  "Revolving Credit Loans":  as defined in Section 2.4.

                  "Revolving Credit Note":  as defined in Section 2.7.

                  "Revolving Credit Percentage": as to any Revolving Credit
         Lender at any time, the percentage which such Lender's Revolving Credit
         Commitment then constitutes of the aggregate Revolving Credit
         Commitments (or, at any time after the Revolving Credit Commitments
         shall have expired or terminated, the percentage which the aggregate
         principal amount of such Lender's Revolving Extensions of Credit then
         outstanding constitutes of the Total Revolving Extensions of Credit
         then outstanding).

                  "Revolving Credit Termination Date": the earlier of (a) May
         15, 2003 and (b) the date on which the Revolving Credit Commitments are
         terminated pursuant to Section 11.

                  "Revolving Extensions of Credit": as to any Revolving Credit
         Lender at any time, an amount equal to the sum of (a) the aggregate
         principal amount of all Revolving Credit Loans made by such Lender then
         outstanding and (b) such Lender's Revolving Credit Percentage of the
         L/C Obligations then outstanding.


<PAGE>   31


                                                                              25




                  "Rollins": Rollins Environmental Services, Inc., before the
         Acquisition; upon consummation of the Acquisition, the name of Rollins
         is to be changed to "Laidlaw Environmental Services, Inc.".

                  "Schedule 1 Canadian Lender": each Canadian Lender listed on
         Schedule 1 to the Bank Act (Canada).

                  "Schedule 1 Canadian Reference Lenders": The Toronto-Dominion
         Bank and The Bank of Nova Scotia.

                  "Schedule 2 Canadian Lender": each Canadian Lender which is
         not a Schedule 1 Canadian Lender.

                  "Schedule 2 Canadian Reference Lenders": Credit Lyonnais
         Canada and First Chicago NBD Bank, Canada.

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

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

                  Seller Note": the 5% Convertible Subordinated Debenture due
         2009 in a principal amount of $350,000,000 to be issued by Holdings to
         the Seller on the Closing Date as a portion of the consideration for
         the Acquisition.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Solvent": when used with respect to any Person, means that,
         as of any date of determination, (a) the amount of the "present fair
         saleable value" of the assets of such Person will, as of such date,
         exceed the amount of all "liabilities of such Person, contingent or
         otherwise", as of such date, as such quoted terms are determined in
         accordance with applicable federal and state laws governing
         determinations of the insolvency of debtors, (b) the present fair
         saleable value of the assets of such Person will, as of such date, be
         greater than the amount that will be required to pay the liability of
         such Person on its debts as such debts become absolute and matured, (c)
         such Person will not have, as of such date, an unreasonably small
         amount of capital with which to conduct its business, and (d) such
         Person will be able to pay its debts as they mature. For purposes of
         this definition, (i) "debt" means liability on a "claim", and (ii)
         "claim" means any (x) right to payment, whether or not such a right is
         reduced to judgment, liquidated, unliquidated, fixed, contingent,
         matured, unmatured, disputed, undisputed, legal, equitable, secured or
         unsecured or (y) right to an equitable remedy for breach of performance
         if such breach gives rise to a right to payment, whether or


<PAGE>   32


                                                                              26



         not such right to an equitable remedy is reduced to judgment, fixed,
         contingent, matured or unmatured, disputed, undisputed, secured or
         unsecured.

                  "Stock Purchase Agreement": as defined in the Recitals to this
         Agreement.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Company.

                  "Syndication Agent": as defined in the Preamble to this
         Agreement.

                  "Tax Act": the Income Tax Act (Canada), as amended from time
         to time.

                  "Term Loans": the collective references to the Canadian Term
         Loans and the U.S. Term Loans.

                  "Total Aggregate Canadian Term Loan Outstandings": at any
         time, the aggregate amount of the Aggregate Canadian Term Loan
         Outstandings of the Canadian Lenders at such time.

                  "Total Revolving Extensions of Credit": at any time, the
         aggregate amount of the Revolving Extensions of Credit of the Revolving
         Credit Lenders at such time.

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

                  "Tranche A Term Loan":  as defined in Section 2.1.

                  "Tranche A Term Loan Commitment": as to any U.S. Lender, the
         obligation of such Lender, if any, to make a Tranche A Term Loan to the
         Company hereunder in a principal amount not to exceed the amount set
         forth under the heading "Tranche A Term Loan Commitment" opposite such
         Lender's name on Schedule 1.1A. The original aggregate amount of the
         Tranche A Term Loan Commitments is $165,000,000.

                  "Tranche A Term Loan Lender": each U.S. Lender which has a
         Tranche A Term Loan Commitment or which has made a Tranche A Term Loan.



<PAGE>   33


                                                                              27



                  "Tranche A Term Loan Percentage": as to any Tranche A Term
         Loan Lender at any time, the percentage which such Lender's Tranche A
         Term Loan Commitment then constitutes of the aggregate Tranche A Term
         Loan Commitments (or, at any time after the Closing Date, the
         percentage which the aggregate principal amount of such Lender's
         Tranche A Term Loans then outstanding constitutes of the aggregate
         principal amount of the Tranche A Term Loans then outstanding).

                  "Tranche B Term Loan":  as defined in Section 2.1.

                  "Tranche B Term Loan Commitment": as to any U.S. Lender, the
         obligation of such Lender, if any, to make a Tranche B Term Loan to the
         Company hereunder in a principal amount not to exceed the amount set
         forth under the heading "Tranche B Term Loan Commitment" opposite such
         Lender's name on Schedule 1.1A. The original aggregate amount of the
         Tranche B Term Loan Commitments is $75,000,000.

                  "Tranche B Term Loan Lender": each U.S. Lender which has a
         Tranche B Term Loan Commitment or which has made a Tranche B Term Loan.

                  "Tranche B Term Loan Percentage": as to any Tranche B Term
         Loan Lender at any time, the percentage which such Lender's Tranche B
         Term Loan Commitment then constitutes of the aggregate Tranche B Term
         Loan Commitments (or, at any time after the Closing Date, the
         percentage which the aggregate principal amount of such Lender's
         Tranche B Term Loans then outstanding constitutes of the aggregate
         principal amount of the Tranche B Term Loans then outstanding).

                  "Tranche C Term Loan":  as defined in Section 2.1.

                  "Tranche C Term Loan Commitment": as to any U.S. Lender, the
         obligation of such Lender, if any, to make a Tranche C Term Loan to the
         Company hereunder in a principal amount not to exceed the amount set
         forth under the heading "Tranche C Term Loan Commitment" opposite such
         Lender's name on Schedule 1.1A. The original aggregate amount of the
         Tranche C Term Loan Commitments is $75,000,000.

                  "Tranche C Term Loan Lender": each U.S. Lender which has a
         Tranche C Term Loan Commitment or which has made a Tranche C Term Loan.

                  "Tranche C Term Loan Percentage": as to any Tranche C Term
         Loan Lender at any time, the percentage which such Lender's Tranche C
         Term Loan Commitment then constitutes of the aggregate Tranche C Term
         Loan Commitments (or, at any time after the Closing Date, the
         percentage which the aggregate principal amount of such Lender's
         Tranche C Term Loans then outstanding constitutes of the aggregate
         principal amount of the Tranche C Term Loans then outstanding).

                  "Transferee":  as defined in Section 14.6(f).

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


<PAGE>   34


                                                                              28




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

                  "U.S. Dollar Equivalent": with respect to an amount
         denominated in Canadian Dollars, the equivalent in U.S. Dollars of such
         amount determined at the Exchange Rate on the Business Day immediately
         preceding the date of determination of such equivalent.

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

                  "U.S. Lenders": the collective reference to the U.S. Term Loan
         Lenders and the Revolving Credit Lenders.

                  "U.S. Loans": the collective reference to the U.S. Term Loans
         and the Revolving Credit Loans.

                  "U.S. Term Loan Lenders": the collective reference to the
         Tranche A Term Loan Lenders, the Tranche B Term Loan Lenders and the
         Tranche C Term Loan Lenders.

                  "U.S. Term Loans": the collective reference to the Tranche A
         Term Loans, Tranche B Term Loans and Tranche C Term Loans.

                  "U.S. Term Notes":  as defined in Section 2.7.

                  "Westinghouse Debt": unsecured subordinated indebtedness of
         Holdings to Westinghouse Electric Corporation in the initial principal
         amount of $60,000,000 evidenced by a promissory note of Holdings, and
         guaranteed by Laidlaw Inc.

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

                  (b) As used herein and in any Notes, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
the Company and its Subsidiaries not defined in Section 1.1 and accounting terms
partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP; provided that, if the Company
notifies the General Administrative Agent that the Company requests an amendment
to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the General Administrative Agent notifies the Company that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then, pending execution and delivery of such
an amendment, such provision shall be


<PAGE>   35


                                                                              29



interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

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

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


                  SECTION 2. AMOUNT AND TERMS OF U.S. COMMITMENTS

                  2.1 U.S. Term Loan Commitments. Subject to the terms and
conditions hereof, (a) each Tranche A Term Loan Lender severally agrees to make
a term loan (each, a "Tranche A Term Loan") denominated in U.S. Dollars to the
Company on the Closing Date in an amount not to exceed the amount of the Tranche
A Term Loan Commitment of such Lender, (b) each Tranche B Term Loan Lender
severally agrees to make a term loan (each, a "Tranche B Term Loan") denominated
in U.S. Dollars to the Company on the Closing Date in an amount not to exceed
the amount of the Tranche B Term Loan Commitment of such Lender and (c) each
Tranche C Term Loan Lender severally agrees to make a term loan (each, a
"Tranche C Term Loan") denominated in U.S. Dollars to the Company on the Closing
Date in an amount not to exceed the amount of the Tranche C Term Loan Commitment
of such Lender. The U.S. Term Loans may from time to time be LIBOR Loans or Base
Rate Loans, as determined by the Company and notified to the General
Administrative Agent in accordance with Sections 2.2 and 6.4; provided that the
U.S. Term Loans shall initially be made as Base Rate Loans.

                  2.2 Procedure for U.S. Term Loan Borrowing. The Company shall
give the General Administrative Agent irrevocable written notice (which notice
must be received by the General Administrative Agent prior to 10:00 a.m., New
York City time), requesting that the U.S. Term Loan Lenders make the U.S. Term
Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt
of such notice the General Administrative Agent shall promptly notify each Term
Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the
Closing Date, each U.S. Term Loan Lender shall make available to the General
Administrative Agent at its office specified in Section 14.2 an amount in
immediately available funds equal to the U.S. Term Loan or U.S. Term Loans to be
made by such Lender. The General Administrative Agent shall credit the account
of the Company at the office of The Toronto-Dominion Bank at 909 Fannin Street,
Suite 1700, Houston, TX 77010 with the aggregate of the amounts made available
to the General Administrative Agent by the U.S.
Term Loan Lenders in immediately available funds.

                                                                              
                  2.3 Repayment of U.S. Term Loans. (a) The Tranche A Term Loan
of each Tranche A Lender shall mature, and the Company unconditionally promises
to pay such


<PAGE>   36


                                                                              30



Tranche A Term Loan to the General Administrative Agent for the account of such
Tranche A Lender, in 24 consecutive quarterly installments, commencing on
September 30, 1997, each of which shall be in an amount equal to such Lender's
Tranche A Term Loan Percentage multiplied by the amount set forth below opposite
such installment:

<TABLE>
<CAPTION>

                   Installment                                       Principal Amount
                   -----------                                       ----------------

                   <C>                                                     <C>
                   September 30, 1997                                      $1,750,000
                   December 31, 1997                                        1,750,000
                   March 31, 1998                                           1,750,000
                   June 30, 1998                                            1,750,000
                   September 30, 1998                                       4,750,000
                   December 31, 1998                                        4,750,000
                   March 31, 1999                                           4,750,000
                   June 30, 1999                                            4,750,000
                   September 30, 1999                                       6,500,000
                   December 31, 1999                                        6,500,000
                   March 31, 2000                                           6,500,000
                   June 30, 2000                                            6,500,000
                   September 30, 2000                                       7,250,000
                   December 31, 2000                                        7,250,000
                   March 31, 2001                                           7,250,000
                   June 30, 2001                                            7,250,000
                   September 30, 2001                                      10,000,000
                   December 31, 2001                                       10,000,000
                   March 31, 2002                                          10,000,000
                   June 30, 2002                                           10,000,000
                   September 30, 2002                                      11,000,000
                   December 31, 2002                                       11,000,000
                   March 31, 2003                                          11,000,000
                   May 15, 2003                                            11,000,000
</TABLE>

                  (b) The Tranche B Term Loan of each Tranche B Lender shall
mature, and the Company unconditionally promises to pay such Tranche B Term Loan
to the General Administrative Agent for the account of such Tranche B Lender, in
28 consecutive quarterly installments, commencing on September 30, 1997, each of
which shall be in an amount equal to such Lender's Tranche B Term Loan
Percentage multiplied by the amount set forth below opposite such installment:



<PAGE>   37


                                                                              31

<TABLE>
<CAPTION>


                   Installment                                       Principal Amount
                   -----------                                       ----------------

                   <S>                                                       <C>
                   September 30, 1997                                        $187,500
                   December 31, 1997                                          187,500
                   March 31, 1998                                             187,500
                   June 30, 1998                                              187,500
                   September 30, 1998                                         187,500
                   December 31, 1998                                          187,500
                   March 31, 1999                                             187,500
                   June 30, 1999                                              187,500
                   September 30, 1999                                         187,500
                   December 31, 1999                                          187,500
                   March 31, 2000                                             187,500
                   June 30, 2000                                              187,500
                   September 30, 2000                                         187,500
                   December 31, 2000                                          187,500
                   March 31, 2001                                             187,500
                   June 30, 2001                                              187,500
                   September 30, 2001                                         187,500
                   December 31, 2001                                          187,500
                   March 31, 2002                                             187,500
                   June 30, 2002                                              187,500
                   September 30, 2002                                         187,500
                   December 31, 2002                                          187,500
                   March 31, 2003                                             187,500
                   June 30, 2003                                              187,500
                   September 30, 2003                                      17,625,000
                   December 31, 2003                                       17,625,000
                   March 31, 2004                                          17,625,000
                   May 15, 2004                                            17,625,000
</TABLE>

                  (c) The Tranche C Term Loan of each Tranche C Lender shall
mature, and the Company unconditionally promises to pay such Tranche C Term Loan
to the General Administrative Agent for the account of such Tranche C Lender, in
32 consecutive quarterly installments, commencing on September 30, 1997, each of
which shall be in an amount equal to such Lender's Tranche C Term Loan
Percentage multiplied by the amount set forth below opposite such installment:



<PAGE>   38


                                                                              32


<TABLE>
<CAPTION>

                   Installment                                       Principal Amount
                   -----------                                       ----------------
 
                   <S>                                                       <C>
                   September 30, 1997                                        $187,500
                   December 31, 1997                                          187,500
                   March 31, 1998                                             187,500
                   June 30, 1998                                              187,500
                   September 30, 1998                                         187,500
                   December 31, 1998                                          187,500
                   March 31, 1999                                             187,500
                   June 30, 1999                                              187,500
                   September 30, 1999                                         187,500
                   December 31, 1999                                          187,500
                   March 31, 2000                                             187,500
                   June 30, 2000                                              187,500
                   September 30, 2000                                         187,500
                   December 31, 2000                                          187,500
                   March 31, 2001                                             187,500
                   June 30, 2001                                              187,500
                   September 30, 2001                                         187,500
                   December 31, 2001                                          187,500
                   March 31, 2002                                             187,500
                   June 30, 2002                                              187,500
                   September 30, 2002                                         187,500
                   December 31, 2002                                          187,500
                   March 31, 2003                                             187,500
                   June 30, 2003                                              187,500
                   September 30, 2003                                         187,500
                   December 31, 2003                                          187,500
                   March 31, 2004                                             187,500
                   June 30, 2004                                              187,500
                   September 30, 2004                                      17,437,500
                   December 31, 2004                                       17,437,500
                   March 31, 2005                                          17,437,500
                   May 15, 2005                                            17,437,500
</TABLE>

                   2.4 Revolving Credit Commitments. (a) Subject to the terms
and conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans ("Revolving Credit Loans") to the Company from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount such that, after giving effect thereto, the aggregate outstanding
principal amount of such Lender's Revolving Credit Loans will not exceed the
lesser of (i) such Lender's Revolving Credit Commitment less such Lender's
Revolving Credit Percentage of the L/C Obligations then outstanding, and (ii)
such Lender's Revolving Credit Percentage of $100,000,000. During the Revolving
Credit Commitment Period the Company may use the Revolving Credit Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof. The
Revolving Credit Loans may from time to time be LIBOR


<PAGE>   39


                                                                              33



Loans or Base Rate Loans, as determined by the Company and notified to the
General Administrative Agent in accordance with Sections 2.5 and 6.4, provided
that no Revolving Credit Loan shall be made as a LIBOR Loan after the day that
is one month prior to the Revolving Credit Termination Date.

                   (b) The Company unconditionally promises to pay to the
General Administrative Agent for the account of the Revolving Credit Lenders all
outstanding Revolving Credit Loans on the Revolving Credit Termination Date.

                   2.5 Procedure for Revolving Credit Borrowing. The Company may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the Company shall give the
General Administrative Agent irrevocable written notice (which notice must be
received by the General Administrative Agent prior to 12:00 Noon, New York City
time, (a) three Business Days prior to the requested Borrowing Date, in the case
of LIBOR Loans, or (b) one Business Day prior to the requested Borrowing Date,
in the case of Base Rate Loans), specifying (i) the amount and Type of Revolving
Credit Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the
case of LIBOR Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Periods therefor. Each borrowing
under the Revolving Credit Commitments shall be in an amount equal to (x) in the
case of Base Rate Loans, $1,000,000 or a multiple of $500,000 in excess thereof
(or, if the then aggregate Available Revolving Credit Commitments are less than
$1,000,000, such lesser amount) and (y) in the case of LIBOR Loans, $5,000,000
or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such
notice from the Company, the General Administrative Agent shall promptly notify
each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the
amount of its pro rata share of each borrowing available to the General
Administrative Agent for the account of the Company at the office of the General
Administrative Agent specified in Section 14.2 prior to 12:00 Noon, New York
City time, on the Borrowing Date requested by the Company in funds immediately
available to the General Administrative Agent. Such borrowing will then be made
available to the Company by the General Administrative Agent crediting the
account of the Company at the office of The Toronto-Dominion Bank at 909 Fannin
Street, Suite 1700, Houston, TX 77010 with the aggregate of the amounts made
available to the General Administrative Agent by the Revolving Credit Lenders
and in like funds as received by the General Administrative Agent.

                   2.6 Termination or Reduction of Revolving Credit Commitments.
The Company shall have the right, upon not less than three Business Days'
irrevocable written notice to the General Administrative Agent, to terminate the
Revolving Credit Commitments or, from time to time, to reduce the amount of the
Revolving Credit Commitments without premium or penalty; provided that no such
termination or reduction of Revolving Credit Commitments shall be permitted if,
after giving effect thereto and to any prepayments of the Revolving Credit Loans
made on the effective date thereof, the Total Revolving Extensions of Credit
would exceed the Revolving Credit Commitments then in effect. Any such reduction
shall be in an amount equal to $5,000,000, or a whole multiple of $1,000,000 in
excess thereof, and shall reduce permanently the Revolving Credit Commitments
then in effect.



<PAGE>   40


                                                                              34



                   2.7 Evidence of Debt. (a) Each U.S. Lender shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of the Company to such Lender resulting from each U.S. Loan of such
Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.

                   (b) The General Administrative Agent shall maintain the
Register pursuant to Section 14.6(d), and a subaccount therein for each U.S.
Lender, in which shall be recorded (i) the amount of each Revolving Credit Loan
and U.S. Term Loan made hereunder, the Type thereof and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Company to each U.S. Lender hereunder and
(iii) both the amount of any sum received by the General Administrative Agent
hereunder from the Company and each Lender's share thereof.

                   (c) The entries made in the Register and the accounts of each
U.S. Lender maintained pursuant to Section 2.7(a) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided, however, that the failure
of any Lender or the General Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Company to repay (with applicable interest) the U.S. Loans
made to the Company by such U.S. Lender in accordance with the terms of this
Agreement.

                   (d) The Company agrees that, upon the request to the General
Administrative Agent by any U.S. Lender, the Company will execute and deliver to
such Lender (i) a promissory note of the Company evidencing the Revolving Credit
Loans of such Lender, substantially in the form of Exhibit C with appropriate
insertions as to date and principal amount (a "Revolving Credit Note"), and/or
(ii) a promissory note of the Company evidencing the Tranche A Term Loans,
Tranche B Term Loan or Tranche C Term Loan, as the case may be, of such Lender,
substantially in the form of Exhibit D with appropriate insertions as to date
and principal amount (a "U.S. Term Note").


                          SECTION 3. LETTERS OF CREDIT

                   3.1 L/C Commitment. (a) Subject to the terms and conditions
hereof, each Issuing Lender, in reliance on the agreements of the other
Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of
credit ("Letters of Credit") for the account of the Company on any Business Day
during the Revolving Credit Commitment Period in such form as may be approved
from time to time by such Issuing Lender; provided that (i) no Issuing Lender
shall issue any Letter of Credit if, after giving effect to such issuance, the
L/C Obligations would exceed the L/C Commitment or the Total Revolving
Extensions of Credit would exceed the Revolving Credit Commitments of all
Lenders and (ii) no Issuing Lender shall issue any Letter of Credit unless it
shall have received notice from the General Administrative Agent that the
issuance of such Letter of Credit will not violate the foregoing clause (i) of
this proviso. Each Letter of Credit shall (i) be denominated in U.S. Dollars and


<PAGE>   41


                                                                              35



(ii) expire no later than the earlier of (x) the first anniversary of its date
of issuance and (y) the date which is five Business Days prior to the Revolving
Credit Termination Date, provided that any Letter of Credit with a one-year term
may provide for the renewal thereof for additional one-year periods (which shall
in no event extend beyond the date referred to in the foregoing clause (y) of
this proviso).

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

                   3.2 Procedure for Issuance of Letter of Credit. The Company
may from time to time request that an Issuing Lender issue a Letter of Credit by
delivering to such Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of such Issuing Lender, and
such other certificates, documents and other papers and information as such
Issuing Lender may request. Upon receipt of any Application, each Issuing Lender
agrees to process such Application and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter of Credit
requested thereby (but in no event shall such Issuing Lender be required to
issue any Letter of Credit earlier than three Business Days after its receipt of
the Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed to by such
Issuing Lender and the Company. Each Issuing Lender shall furnish a copy of each
Letter of Credit by it hereunder to the Company promptly following the issuance
thereof. Each Issuing Lender shall promptly furnish to the General
Administrative Agent, which shall in turn promptly furnish to the Revolving
Credit Lenders, notice of the issuance of each Letter of Credit (including the
amount thereof).

                   3.3 Commissions, Fees and Other Charges. (a) The Company
shall pay to the General Administrative Agent, for the account of the Revolving
Credit Lenders, a letter of credit commission with respect to each Letter of
Credit issued under this Agreement with respect to the period from the Issuance
Date of such Letter of Credit to the expiration or termination of such Letter of
Credit, computed at a per annum rate equal to (i) the Applicable Margin then in
effect with respect to LIBOR Loans under the Revolving Credit Facility less (ii)
1/4 of 1% (the fronting fee referred to in paragraph (b) below) on the average
aggregate amount available to be drawn under such Letter of Credit during the
period for which such fee is calculated. Such commission shall be shared ratably
among the Revolving Credit Lenders and payable quarterly in arrears on each L/C
Fee Payment Date to occur after the respective Issuance Date and on the
Revolving Credit Termination Date and shall be nonrefundable.

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


<PAGE>   42


                                                                              36



in arrears on each L/C Fee Payment Date to occur after the Issuance Date and on
the Revolving Termination Date and shall be nonrefundable.

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

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

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

                   (c) Whenever, at any time after any Issuing Lender has made
payment under any Letter of Credit issued by such Issuing Lender and has
received from any L/C Participant its pro rata share of such payment in
accordance with Section 3.4(a), such Issuing Lender receives any payment related
to such Letter of Credit (whether directly from the Company or otherwise,
including proceeds of collateral applied thereto by such Issuing Lender, but


<PAGE>   43


                                                                              37



excluding payments from L/C Participants), or any payment of interest on account
thereof, such Issuing Lender will distribute to such L/C Participant its pro
rata share thereof; provided, however, that in the event that any such payment
received by such Issuing Lender shall be required to be returned by such Issuing
Lender, such L/C Participant shall return to such Issuing Lender the portion
thereof previously distributed by such Issuing Lender to it.

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

                   3.6 Obligations Absolute. The Company's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Company may have or have had against any Issuing Lender, any
beneficiary of a Letter of Credit or any other Person. The Company also agrees
with each Issuing Lender that such Issuing Lender shall not be responsible for,
and the Company's Reimbursement Obligations under Section 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Company and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Company against any
beneficiary of such Letter of Credit or any such transferee. No Issuing Lender
shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit, except for errors or omissions found by a
final and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Issuing Lender.
The Company agrees that any action taken or omitted by any Issuing Lender under
or in connection with any Letter of Credit or the related drafts or documents,
if done in the absence of gross negligence or willful misconduct and in
accordance with the standards or care specified in the Uniform Commercial Code
of the State of New York, shall be binding on the Company and shall not result
in any liability of such Issuing Lender to the Company.


<PAGE>   44


                                                                              38



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

                   3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3 or any other provision of this Agreement, the provisions of
this Section 3 or such other provisions of this Agreement shall apply.


                   SECTION 4.       AMOUNT AND TERMS OF THE CANADIAN TERM LOAN
                                    COMMITMENTS

                   4.1 Canadian Term Loan Commitments. (a) Subject to the terms
and conditions hereof, each Canadian Lender severally agrees to make a term loan
(each, a "Canadian Term Loan") in Canadian Dollars to the Canadian Borrower on
the Closing Date in a principal amount not exceeding the Canadian Term Loan
Commitment of such Canadian Lender.

                   (b) Subject to the terms and conditions hereof, each Canadian
Lender severally agrees from time to time to convert maturing Acceptances
created by it into Canadian Term Loans in a principal amount not to exceed the
face amount of such maturing Acceptances; provided, that no such conversion
shall occur if, after giving effect thereto, the Total Aggregate Canadian Term
Loan Outstandings would exceed the Canadian Facility Maximum Amount at such
time.

                   4.2 Procedure for Canadian Term Loan Borrowing. The Canadian
Borrower shall give the Canadian Administrative Agent irrevocable written notice
(which notice must be received by the Canadian Administrative Agent prior to
10:00 a.m., Toronto time, at least two Business Days prior to the requested
Borrowing Date) requesting that the Canadian Term Loan Lenders make Canadian
Term Loans (or convert Acceptances into Canadian Term Loans) on a specified
Borrowing Date and specifying the amount to be borrowed or converted. Upon
receipt of such notice, the Canadian Administrative Agent shall promptly notify
each Canadian Lender thereof. In the case of any Canadian Term Loans made on the
Closing Date, not later than 11:00 a.m., Toronto time, on the Closing Date, each
Canadian Term Loan Lender shall make available to the Canadian Administrative
Agent at its office specified in Section 14.2 an amount in Canadian Dollars in
immediately available funds equal to the Canadian Term Loan to be made by such
Canadian Lender. The Canadian Administrative Agent shall on such date credit the
account of the Canadian Borrower at the office of The Toronto-Dominion Bank at
Toronto Dominion Centre Branch, 55 King Street West and Bay Street, Toronto,
Ontario M5K 1A2 with the aggregate of the amounts made


<PAGE>   45


                                                                              39



available to the Canadian Administrative Agent by the Canadian Lenders in like
funds as received by the Canadian Administrative Agent. In the case of any
Canadian Term Loans resulting from the conversion of Acceptances pursuant to
Section 4.1(b), the proceeds of such Canadian Term Loans made by each Canadian
Lender, together with such additional funds of the Canadian Borrower as may be
necessary, shall be applied by it to repay the maturing Acceptance being
converted into such Canadian Term Loans.

                   4.3 Reduction of Canadian Facility; Repayment of Canadian
Term Loans. (a) The amount available under the Canadian Term Loans and the
Acceptances and Acceptance Notes shall be permanently reduced in 24 consecutive
quarterly installments, commencing on September 30, 1997, each of which shall be
in an amount equal to the equivalent in Canadian Dollars (determined in
accordance with Section 4.3(b)) of the amount set forth below opposite such
installment date (each, a "Canadian Facility Amortization Date"):
<TABLE>
<CAPTION>

                   Installment                                       Principal Amount
                   -----------                                       ----------------

                   <S>                                                     <C>
                   September 30, 1997                                      US$750,000
                   December 31, 1997                                          750,000
                   March 31, 1998                                             750,000
                   June 30, 1998                                              750,000
                   September 30, 1998                                       1,500,000
                   December 31, 1998                                        1,500,000
                   March 31, 1999                                           1,500,000
                   June 30, 1999                                            1,500,000
                   September 30, 1999                                       2,250,000
                   December 31, 1999                                        2,250,000
                   March 31, 2000                                           2,250,000
                   June 30, 2000                                            2,250,000
                   September 30, 2000                                       2,750,000
                   December 31, 2000                                        2,750,000
                   March 31, 2001                                           2,750,000
                   June 30, 2001                                            2,750,000
                   September 30, 2001                                       3,750,000
                   December 31, 2001                                        3,750,000
                   March 31, 2002                                           3,750,000
                   June 30, 2002                                            3,750,000
                   September 30, 2002                                       4,000,000
                   December 31, 2002                                        4,000,000
                   March 31, 2003                                           4,000,000
                   May 15, 2003                                             4,000,000
</TABLE>


                  Accordingly, on each Canadian Facility Amortization Date, the
Canadian Borrower unconditionally agrees to pay to the Canadian Administrative
Agent, for the account of each Canadian Lender, a principal amount of the
Canadian Term Loans of such Canadian Lender, which, together with the face
amount of Acceptances created by such Canadian


<PAGE>   46


                                                                              40



Lender that mature and are being repaid on such date (and not replaced with
other Acceptances or converted into Canadian Term Loans), is equal to such
Canadian Lender's Canadian Term Loan Commitment Percentage of the amount set
forth opposite such Canadian Facility Amortization Date above.

                  (b) Prior to time at which notice of borrowing is given
pursuant to Section 4.2 in respect of the Canadian Term Loans to be made on the
Closing Date, the Canadian Administrative Agent and the Canadian Borrower will
determine, based on then-prevailing market conditions, the exchange rate for
conversion into Canadian Dollars of the U.S. Dollar amount of the Canadian Term
Loan Commitments and the U.S. Dollar amount of each installment set forth in
Section 4.3(a), which determination shall be conclusive and binding on all
parties hereto. The Canadian Administrative Agent will advise the Canadian
Lenders of the results of such determination, and specify the amount in Canadian
Dollars of each Canadian Lender's Canadian Term Loan Commitment, prior to or
concurrently with the notice of borrowing given to the Canadian Lenders pursuant
to Section 4.2.

                  4.4 Evidence of Debt. (a) Each Canadian Lender shall maintain
in accordance with its usual practice an account or accounts evidencing
indebtedness of the Canadian Borrower to such Canadian Lender resulting from the
Canadian Term Loans of such Canadian Lender, including the amounts of principal
and interest payable thereon and paid to such Canadian Lender from time to time
under this Agreement.

                  (b) The Canadian Administrative Agent (and the General
Administrative Agent) shall maintain the Register pursuant to Section 14.6(d),
and a subaccount therein for each Canadian Lender, in which shall be recorded
(i) the amount of each Canadian Term Loan made hereunder, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Canadian Borrower to each Canadian Lender hereunder in respect of the Canadian
Term Loans and (iii) both the amount of any sum received by the Canadian
Administrative Agent hereunder from the Canadian Borrower in respect of the
Canadian Term Loans and each Canadian Lender's share thereof.

                  (c) The entries made in the Register and the accounts of each
Canadian Lender maintained pursuant to Section 4.4(a) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Canadian Borrower therein recorded; provided,
however, that the failure of any Canadian Lender or the Canadian Administrative
Agent to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligation of the Canadian Borrower to repay (with
applicable interest) the Canadian Term Loans made to the Canadian Borrower by
such Canadian Lender in accordance with the terms of this Agreement.

                  (d) The Canadian Borrower agrees that, upon request to the
Canadian Administrative Agent by any Canadian Lender, it will execute and
deliver to such Canadian Lender a promissory note of the Canadian Borrower
evidencing the Canadian Term Loans of such Canadian Lender, substantially in the
form of Exhibit E with appropriate insertions as to date and principal amount
(each, a "Canadian Term Loan Note").



<PAGE>   47


                                                                              41




                  SECTION 5. AMOUNT AND TERMS OF THE ACCEPTANCES

                  5.1 Acceptance Commitments. Subject to the terms and
conditions hereof, each Canadian Lender severally agrees to convert Canadian
Term Loans made by such Canadian Lender to Acceptances in an aggregate face
amount not to exceed the aggregate principal amount of such Canadian Term Loans;
provided, that no such conversion shall occur if, (i) after giving effect to
such conversion and to the repayment of any portion of maturing Acceptances not
being so converted, the Total Aggregate Canadian Term Loan Outstandings would
exceed the Canadian Facility Maximum Amount at such time or (ii) prior to the
maturity of such Acceptances a Canadian Facility Amortization Date will occur
and, after giving effect to the reduction in the Canadian Facility Maximum
Amount on such date, the Total Aggregate Canadian Term Loan Outstandings will
exceed the Canadian Facility Maximum Amount.

                  5.2 Creation of Acceptances. (a) The Canadian Borrower may
request the creation of Acceptances hereunder by submitting to the Canadian
Administrative Agent at its office in Canada specified in Section 14.2 prior to
11:00 a.m., Toronto time, two Business Days prior to the requested Borrowing
Date, (i) a request for acceptances, substantially in the form of Exhibit A-2
(each, a "Request for Acceptances") completed in a manner and in form and
substance reasonably satisfactory to the Canadian Administrative Agent and
specifying, among other things, the Borrowing Date, maturity and amount of the
Drafts to be accepted and discounted, (ii) to the extent not theretofore
supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on
the Canadian Lenders, to be appropriately completed in accordance with Section
5.2(d) and (iii) such other certificates, documents and other papers and
information as the Canadian Administrative Agent may reasonably request. Upon
receipt of any such Request for Acceptances, the Canadian Administrative Agent
shall promptly notify each Canadian Lender of its receipt thereof.

                  (b) The Canadian Borrower hereby agrees that it shall deliver
to the Canadian Administrative Agent on or prior to the Closing Date, a Power of
Attorney substantially in the form of Exhibit F (the "Power of Attorney")
authorizing each Canadian Lender to draw Drafts on such Canadian Lender on
behalf of the Canadian Borrower and to complete such Drafts in accordance with
the Requests for Acceptances submitted from time to time pursuant to Section
5.2(a).

                  (c) Each Request for Acceptances made by or on behalf of the
Canadian Borrower hereunder shall contain a request for Acceptances denominated
in Canadian Dollars and having an aggregate undiscounted face amount equal to
C$5,000,000 or a whole multiple of C$1,000,000 in excess thereof. Each
Acceptance shall be dated the Borrowing Date specified in the Request for
Acceptances with respect thereto and shall be stated to mature on a Business Day
which is not less than one month and not more than six months after the date
thereof; provided, that no Acceptance shall mature after the Canadian Facility
Termination Date.

                  (d) Not later than 12:00 noon, Toronto time, on the Borrowing
Date specified in the relevant Request for Acceptances, each Canadian Lender
will, in accordance with such


<PAGE>   48


                                                                              42



Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower
pursuant to the Power of Attorney, (ii) complete the date, amount and maturity
of each Draft to be accepted, (iii) accept such Drafts and give notice to the
Canadian Administrative Agent of such acceptance and (iv) upon such acceptance,
purchase such Acceptances to the extent contemplated by Section 5.3.

                  5.3 Purchase of Acceptances. (a) Each Canadian Lender hereby
agrees, on the terms and subject to the conditions set forth in this Agreement,
to purchase Acceptances created by it on the Borrowing Date with respect thereto
for the applicable Acceptance Purchase Price and to notify the Canadian
Administrative Agent that such Draft has been accepted and purchased by such
accepting Canadian Lender.

                  (b) In the event that the Canadian Administrative Agent
receives a Request for Acceptances to be created upon conversion of Canadian
Term Loans pursuant to Section 5.1, then the Canadian Borrower shall pay on the
requested Borrowing Date to the Canadian Administrative Agent, for the account
of the Canadian Lenders, the principal amount of the then outstanding Canadian
Term Loans being so converted, and each Canadian Lender shall accept and
purchase the Canadian Borrower's Drafts having an aggregate face amount not
greater than the principal amount of the Canadian Term Loans of such Canadian
Lender which are then being converted (it being understood and agreed that for
the purposes of this Section 5.3(b), such payment by the Canadian Borrower of
such outstanding Canadian Term Loans may be in part from the Acceptance Purchase
Price of such Drafts); provided that, following the occurrence and during the
continuance of a Default or an Event of Default, no Acceptances may be created.

                  (c) Acceptances purchased by any Canadian Lender may be held
by it for its own account until maturity or sold by it at any time prior thereto
in the relevant market therefor in Canada in such Canadian Lender's sole
discretion.

                  5.4 Stamping Fees. On the Borrowing Date with respect to each
Acceptance, the Canadian Borrower shall pay to the Canadian Administrative
Agent, for the account of the Canadian Lenders, a stamping fee on the
undiscounted face amount of such Acceptance, computed at a rate per annum equal
to the Applicable Margin in effect on such Borrowing Date for Revolving Credit
Loans that are LIBOR Loans for the period from and including the Borrowing Date
with respect to such Acceptance to but not including the maturity of such
Acceptance.

                  5.5 Acceptance Reimbursement Obligations. (a) The Canadian
Borrower hereby unconditionally agrees to pay to the Canadian Administrative
Agent for the account of each Canadian Lender, on the maturity date (whether at
stated maturity, by acceleration or otherwise) for each Acceptance created by
such Canadian Lender, the aggregate undiscounted face amount of each such
then-maturing Acceptance.

                  (b) The obligation of the Canadian Borrower to reimburse the
Canadian Lenders for then-maturing Acceptances may be satisfied by the Canadian
Borrower by:



<PAGE>   49


                                                                              43



                      (i) paying to the Canadian Administrative Agent, for the
         account of the Canadian Lenders, an amount in Canadian Dollars and in
         immediately available funds equal to the aggregate undiscounted face
         amount of all Acceptances which are then maturing by 12:00 noon,
         Toronto time, on such maturity date; provided that the Canadian
         Borrower shall have given not less than two Business Days' prior notice
         to the Canadian Administrative Agent (which shall promptly notify each
         Canadian Lender thereof) of its intent to reimburse the Canadian
         Lenders in the manner contemplated by this clause (i); or

                     (ii) having new Drafts accepted and purchased by the
         Canadian Lenders in the manner contemplated by Sections 5.2 and 5.3 in
         substitution for the then-maturing Acceptances; provided that (A) the
         Canadian Borrower shall have delivered to the Canadian Administrative
         Agent (which shall promptly provide a copy thereof to each Canadian
         Lender) a duly completed Request for Acceptances not later than 11:00
         a.m., Toronto time, two Business Days prior to such maturity date,
         together with the documents, instruments, certificates and other papers
         and information contemplated by Sections 5.2(a)(ii) and 5.2(a)(iii),
         (B) each Canadian Lender shall retain the Acceptance Purchase Price for
         the Acceptance created by it and apply such Acceptance Purchase Price
         to the Acceptance Reimbursement Obligations of the Canadian Borrower in
         respect of the maturing Acceptance created by such Canadian Lender, (C)
         when the Acceptance Purchase Price so retained by such Canadian Lender
         is less than the undiscounted face amount of the then-maturing
         Acceptance, the Canadian Borrower shall have made arrangements
         reasonably satisfactory to such Canadian Lender for payment of such
         deficiency, (D) if any Default or Event of Default has occurred and is
         then continuing, the Request for Acceptances shall be deemed to be a
         request to convert such then-maturing Acceptances into Canadian Term
         Loans in an aggregate amount equal to the undiscounted face amount of
         the Acceptances requested, (E) no such Acceptance shall be created if,
         after giving effect thereto, the Aggregate Canadian Term Loan
         Outstandings would exceed the Canadian Facility Maximum Amount and (F)
         the Canadian Borrower shall request Acceptances in amounts and with
         maturity dates such that the Aggregate Canadian Term Loan Outstandings
         can be reduced to an amount not greater than the Canadian Facility
         Maximum Amount on each Canadian Facility Amortization Date; or

                  (iii) to the extent that the Canadian Borrower has not given
         to the Canadian Administrative Agent a notice contemplated by clause
         (i) or (ii) above, then the Canadian Borrower shall be deemed to have
         requested a conversion pursuant to Section 4.1(b) of such then-maturing
         Acceptances into Canadian Term Loans in an aggregate principal amount
         equal to the undiscounted face amount of such then-maturing
         Acceptances. The Borrowing Date with respect to such conversion shall
         be the maturity date for such Acceptances. Except to the extent that
         any of the events contemplated by clause (i) or (ii) of paragraph (f)
         of Section 11 with respect to the Canadian Borrower has occurred and is
         then continuing (in which case the Canadian Borrower shall be obligated
         to pay to each Canadian Lender the undiscounted face amount of the
         Acceptances created by such Canadian Lender which are then maturing),
         each Canadian Lender shall convert the then-maturing Acceptances into


<PAGE>   50


                                                                              44



                  Canadian Term Loans as contemplated by this Section
                  5.5(b)(iii) regardless of whether the conditions precedent to
                  borrowing set forth in this Agreement are then satisfied. The
                  proceeds of any Canadian Term Loans made pursuant to this
                  Section 5.5(b)(iii) shall be retained by the Canadian Lenders
                  and applied by them to the Acceptance Reimbursement
                  Obligations of the Canadian Borrower in respect of the
                  then-maturing Acceptances.

                  (c) In no event shall the Canadian Borrower claim from any
Canadian Lender any grace period with respect to the payment at maturity of any
Acceptances created by such Canadian Lender pursuant to this Agreement.

                  5.6 Acceptances to be Allocated in order to be Created
Ratably. The Canadian Borrower hereby agrees that each Request for Acceptances,
reimbursement of Acceptances and conversion of Canadian Term Loans to
Acceptances shall be made in a manner so that any such Request for Acceptances,
reimbursement or conversion shall apply ratably to all Canadian Lenders in
accordance with their respective Canadian Term Loan Commitment Percentages. In
the event that the aggregate undiscounted face amount of Acceptances requested
by the Canadian Borrower to be created by all Canadian Lenders hereunder
pursuant to any Request for Acceptances is an amount which, if divided ratably
among the Canadian Lenders in accordance with their respective Canadian Term
Loan Commitment Percentages, would not result in each Canadian Lender accepting
a Draft which has an undiscounted face amount equal to C$100,000 or a whole
multiple of C$100,000 in excess thereof, then the Canadian Administrative Agent
is authorized by the Canadian Borrower and the Canadian Lenders to allocate
among the Canadian Lenders the Acceptances to be issued in such manner and
amounts as the Canadian Administrative Agent may, in its sole discretion, acting
reasonably, consider necessary, rounding up or down, so as to ensure that no
Canadian Lender is required to accept a Draft for a fraction of $100,000 and, in
such event, the Canadian Lenders' ratable share with respect to such Acceptances
shall be adjusted accordingly.

                  5.7 Special Provisions Relating to Acceptance Notes. (a) The
Canadian Borrower and each Canadian Lender hereby acknowledge and agree that
from time to time certain Canadian Lenders may not be authorized to or may, as a
matter of market availability, elect not to accept Drafts, and the Canadian
Borrower and each Canadian Lender agree that any such Canadian Lender may
purchase Acceptance Notes of the Canadian Borrower in accordance with the
provisions of Section 5.7(b) in lieu of creating Acceptances for its account.

                  (b) In the event that any Canadian Lender described in Section
5.7(a) above is unable to, or elects as a matter of market availability not to,
create Acceptances hereunder, such Canadian Lender shall not create Acceptances
hereunder, but rather, if the Canadian Borrower requests the creation of such
Acceptances, the Canadian Borrower shall deliver to such Canadian Lender
non-interest bearing promissory notes (each, an "Acceptance Note") of the
Canadian Borrower, substantially in the form of Exhibit G, having the same
maturity as the Acceptances to be created and in an aggregate principal amount
equal to the undiscounted face amount of such Acceptances. Each such Canadian
Lender hereby agrees to purchase


<PAGE>   51


                                                                              45



Acceptance Notes from the Canadian Borrower at a purchase price equal to the
Acceptance Purchase Price which would have been applicable if a Draft in the
same aggregate face amount as the principal amount of its Acceptance Notes had
been accepted by it (less any stamping fee which would have been paid pursuant
to Section 5.4 if such Lender had created an Acceptance) and such Acceptance
Notes shall be governed by the provisions of this Section 5 as if they were
Acceptances.


                  SECTION 6. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS
                             OF CREDIT

                  6.1 Commitment Fees, etc. (a) The Company agrees to pay to the
General Administrative Agent for the account of each Revolving Credit Lender a
commitment fee for the period from and including the Closing Date to the last
day of the Revolving Credit Commitment Period, computed at the Commitment Fee
Rate on the average daily amount of the Available Revolving Credit Commitment of
such Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on the
Revolving Credit Termination Date, commencing on the first of such dates to
occur after the date hereof.

                  (b) The Company agrees to pay to the General Administrative
Agent the fees in the amounts and on the dates previously agreed to in writing
by the Company and the General Administrative Agent.

                  6.2 Optional Prepayments. (a) The Company may at any time and
from time to time prepay the U.S. Loans, in whole or in part, without premium or
penalty, upon at least three Business Days' irrevocable notice to the General
Administrative Agent, specifying the date and amount of prepayment and whether
the prepayment is of LIBOR Loans or Base Rate Loans, provided, that if a LIBOR
Loan is prepaid on any day other than the last day of the Interest Period
applicable thereto, the Company shall also pay any amounts owing pursuant to
Section 6.13; provided, further, that if the Company shall prepay the Tranche B
Term Loans or the Tranche C Term Loans, in whole or in part, prior to the date
that is eighteen months after the Closing Date (the "Prepayment Premium Date"),
any such prepayment amount shall be equal to 102% of the principal amount to be
repaid if such payment is being made on or prior to the one year anniversary of
the Closing Date or 101% of the principal amount to be prepaid if such payment
is being made after the one year anniversary of the Closing Date but prior to
the Prepayment Premium Date. Upon receipt of any such notice, the General
Administrative Agent shall promptly notify each relevant U.S. Lender thereof. If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with any amounts payable
pursuant to Section 6.13 and, in the case of prepayments of the U.S Term Loans
only, accrued interest to such date on the amount prepaid. Amounts prepaid on
account of the U.S. Term Loans may not be reborrowed. Partial prepayments of
U.S. Loans shall be in an aggregate principal amount of not less than $5,000,000
and whole multiples of $1,000,000 in excess thereof.



<PAGE>   52


                                                                              46



                  (b) Subject to Section 6.2(a), the amount of each optional
prepayment of the U.S. Term Loans under any Facility shall be applied to reduce
the then remaining installments of the U.S. Term Loans under such Facility, pro
rata based upon the then remaining number of installments thereof, after giving
effect to all prior reductions thereto (i.e., each then remaining installment of
the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the
case may be, shall be reduced by an amount equal to the aggregate amount to be
applied to the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term
Loans, as the case may be, divided by the number of the then remaining
installments for such Tranche A Term Loans, Tranche B Term Loans or Tranche C
Term Loans); provided, that if the amount to be so applied to any installment
would exceed the then remaining amount of such installment, then an amount equal
to such excess shall be applied to the next succeeding installment after giving
effect to all prior reductions thereto (including the amount of prepayments
theretofore allocated pursuant to the preceding portion of this sentence).

                  (c) The Canadian Borrower may at any time and from time to
time prepay the Canadian Term Loans, in whole or in part, without premium or
penalty, upon at least four Business Days' irrevocable notice to the Canadian
Administrative Agent, specifying the date and amount of prepayment. Upon receipt
of any such notice, the Canadian Administrative Agent shall promptly notify the
General Administrative Agent and each Canadian Lender thereof. If any such
notice is given, the amount specified in such notice shall be due and payable on
the date specified therein, together with accrued interest to such date on the
amount prepaid. Amounts prepaid on account of the Canadian Term Loans may not be
reborrowed except as provided in Section 5. Partial prepayments of Canadian Term
Loans shall be in an aggregate principal amount of not less than C$5,000,000 and
whole multiples of C$1,000,000 in excess thereof.

                  (d) The amount of each optional prepayment of the Canadian
Term Loans shall be applied to reduce the then remaining installments of the
Canadian Term Loans pro rata based upon the then remaining number of
installments thereof, after giving effect to all prior reductions thereto (i.e.,
each then remaining installment of the Canadian Term Loans shall be reduced by
an amount equal to the aggregate amount to be applied to the Canadian Term Loans
divided by the number of the then remaining installments for such Canadian Term
Loans); provided, that if the amount to be so applied to any installment would
exceed the then remaining amount of such installment, then an amount equal to
such excess shall be applied to the next succeeding installment after giving
effect to all prior reductions thereto (including the amount of prepayments
theretofore allocated pursuant to the preceding portion of this sentence).

                  6.3 Mandatory Prepayments and Commitment Reductions. (a) If
after the Closing Date any Capital Stock shall be sold or issued by Holdings,
the Company or any of its Subsidiaries (including, without limitation, any sales
pursuant to the exercise of warrants, but excluding (i) any issuance of common
stock in payment of interest under the Seller Note and (ii) any Permitted
Employee Stock Issuances, to the extent the proceeds of such Permitted Employee
Stock Issuances are contributed by Holdings to the Company), an amount equal to
50% of the Net Cash Proceeds thereof shall be applied within three Business Days
after the


<PAGE>   53


                                                                              47



date of receipt of such Net Cash Proceeds toward the prepayment of the Term
Loans and Acceptances and the reduction of the Revolving Credit Commitments as
set forth in Section 6.3(e).

                  (b) If after the Closing Date any Indebtedness shall be issued
or incurred by Holdings, the Company or any of its Subsidiaries (excluding any
Indebtedness incurred in accordance with Section 10.2 as in effect on the date
of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof
shall be applied within three Business Days after the date of such issuance or
incurrence toward the prepayment of the Term Loans and the Acceptances and the
reduction of the Revolving Credit Commitments as set forth in Section 6.3(e).

                  (c) If after the Closing Date the Company or any of its
Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall
receive Net Cash Proceeds from any Asset Sale or Recovery Event, an amount equal
to 100% of such Net Cash Proceeds shall be applied on such date toward the
prepayment of the Term Loans and the reduction of the Revolving Credit
Commitments as set forth in Section 6.3(f). If after the Closing Date the
Canadian Borrower or any of its Subsidiaries shall receive Net Cash Proceeds
from any Asset Sale or Recovery Event, an amount equal to 100% of such Net Cash
Proceeds shall be applied on such date toward the prepayment of the Total
Aggregate Canadian Term Loan Outstandings and the permanent reduction of the
Canadian Facility Maximum Amount as set forth in Section 6.3(g). Notwithstanding
the foregoing, (i) no such prepayment or reduction shall be required in respect
of Asset Sales for which the Net Cash Proceeds in any fiscal year aggregate up
to $2,000,000 and (ii) no such prepayment or reduction shall be required in
respect of any Asset Sales (other than those described in the foregoing clause
(i)) or any Recovery Event if the Company delivers a Reinvestment Notice in
respect of each such Asset Sale and Recovery Event; provided, that, on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied toward
the prepayments and reductions required by Section 6.3 (f) or 6.3 (g), as
applicable.

                  (d) If, for any fiscal year of Holdings commencing with the
fiscal year ending August 31, 1998, Holdings shall have Excess Cash Flow
(calculated without taking into account the Canadian Borrower and its
Subsidiaries), the Company shall, on the relevant Excess Cash Flow Application
Date, apply 75% of such Excess Cash Flow toward the prepayment of the Term Loans
and the reduction of the Revolving Credit Commitments as set forth in Section
6.3(f). If, for any fiscal year of the Canadian Borrower commencing with the
fiscal year ending August 31, 1998, the Canadian Borrower shall have Excess Cash
Flow, the Canadian Borrower shall, on the relevant Excess Cash Flow Application
Date, apply 75% of such Excess Cash Flow toward the prepayment of the Total
Aggregate Canadian Term Loan Outstandings and the permanent reduction of the
Canadian Facility Maximum Amount as set forth in Section 6.3(g). Each such
prepayment and reduction shall be made on a date (an "Excess Cash Flow
Application Date") no later than five days after the earlier of (i) the date on
which the financial statements of Holdings referred to in Section 9.1(a), for
the fiscal year with respect to which such prepayment is made, are required to
be delivered to the Lenders and (ii) the date such financial statements are
actually delivered. Notwithstanding the


<PAGE>   54


                                                                              48



foregoing, if for any fiscal year the Excess Cash Flow of one of the Canadian
Borrower or Holdings (calculated without taking into account the Canadian
Borrower and its Subsidiaries), as the case may be, is a negative number, and
the Excess Cash Flow of the other such Person is a positive number, the amount
of the prepayment and reduction required by this Section 6.3(d) in respect of
the Company (if Holdings is the Person having positive Excess Cash Flow) or the
Canadian Borrower (if the Canadian Borrower is the Person having positive Excess
Cash Flow) for such fiscal year shall be reduced by the amount of the negative
Excess Cash Flow of the other such Person for such fiscal year.

                  (e) Amounts to be applied in connection with prepayments and
Commitment reductions made pursuant to Section 6.3(a) or 6.3(b) shall be
applied, first, to the prepayment of the U.S. Term Loans and Total Aggregate
Canadian Term Loan Outstandings, ratably in accordance with the outstanding
amount of each Facility and, second, to reduce permanently the Revolving Credit
Commitments. Any such reduction of the Revolving Credit Commitments shall be
accompanied by prepayment of the Revolving Credit Loans to the extent, if any,
that the Total Revolving Extensions of Credit exceed the amount of the aggregate
Revolving Credit Commitments as so reduced, provided that if the aggregate
principal amount of Revolving Credit Loans then outstanding is less than the
amount of such excess (because L/C Obligations constitute a portion thereof),
the Company shall not be required to reduce any outstanding Letters of Credit.
The application of any such prepayment of U.S. Term Loans shall be made first to
Base Rate Loans and second to LIBOR Loans. The application of any such
prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made
first to Canadian Term Loans and second (but only on the maturity date thereof)
to Acceptances. Each such prepayment of the Loans (except in the case of
Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.

                  (f) Amounts to be applied in connection with prepayments and
reductions made pursuant to the first sentence of Section 6.3(c) or the first
sentence of Section 6.3(d) shall be applied, first, to the prepayment of the
U.S. Term Loans and, second, to reduce permanently the Revolving Credit
Commitments. Any such reduction of the Revolving Credit Commitments shall be
accompanied by prepayment of the Revolving Credit Loans to the extent, if any,
that the Total Revolving Extensions of Credit exceed the amount of the aggregate
Revolving Credit Commitments as so reduced, provided that if the aggregate
principal amount of Revolving Credit Loans then outstanding is less than the
amount of such excess (because L/C Obligations constitute a portion thereof),
the Company shall not be required to reduce any outstanding Letters of Credit.
The application of any such prepayment of U.S. Term Loans shall be made first to
Base Rate Loans and second to LIBOR Loans. Each such prepayment of the Loans
(except in the case of Revolving Credit Loans that are Base Rate Loans) shall be
accompanied by accrued interest to the date of such prepayment on the amount
prepaid.

                  (g) Amounts to be applied in connection with prepayments and
reductions made pursuant to the second sentence of Section 6.3(c) or the second
sentence of Section 6.3(d) shall be applied to the reduction of the Total
Aggregate Canadian Term Loan Outstandings and the simultaneous and automatic
reduction in an equal amount of the


<PAGE>   55


                                                                              49



Canadian Facility Maximum Amount. The application of any such prepayment to
Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian
Term Loans and second (but only on the maturity date thereof) to Acceptances.
Each such prepayment of the Canadian Term Loans shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.

                  (h) The amount of each prepayment of the Tranche A Term Loans,
Tranche B Term Loans, Tranche C Term Loans or Canadian Term Loans, as the case
may be, required pursuant to this Section 6.3 shall be applied to reduce the
then remaining installments of the Term Loans under the relevant Facility, pro
rata based upon the then remaining outstanding principal amount of such
installments.

                  (i) Notwithstanding anything in Section 6.3(e) or Section
6.3(f) to the contrary and provided that there are Tranche A Term Loans and/or
Total Aggregate Canadian Term Loan Outstandings then outstanding, with respect
to the amount of any mandatory prepayment described in Section 6.3 that is
allocated to the Tranche B Term Loans or Tranche C Term Loans (such amounts, the
"Tranche B Prepayment Amount" and the "Tranche C Prepayment Amount",
respectively), the Company will, in lieu of applying such amount to the
prepayment of Tranche B Term Loans and Tranche C Term Loans, respectively, as
provided in paragraph (e) and (f) above, on the date specified in Section 6.3
for such prepayment, give the General Administrative Agent telephonic notice
(promptly confirmed in writing) requesting that the General Administrative Agent
prepare and provide to each Tranche B Lender and Tranche C Lender a notice
(each, a "Prepayment Option Notice") as described below. As promptly as
practicable after receiving such notice from the Company, the General
Administrative Agent will send to each Tranche B Lender and Tranche C Lender a
notice (a "Prepayment Option Notice"), which shall be in the form of Exhibit H,
and shall include an offer by the Company to prepay on the date (each a
"Mandatory Prepayment Date") that is 15 days after the date of the Prepayment
Option Notice, the Tranche B Term Loans or Tranche C Term Loans, as the case may
be, of such Lender by an amount equal to the portion of the Tranche B Prepayment
Amount or Tranche C Prepayment Amount indicated in such Lender's Prepayment
Option Notice as being applicable to such Lender's Tranche B Term Loans or
Tranche C Term Loans, as the case may be. On the Mandatory Prepayment Date, (A)
the Company shall pay to the General Administrative Agent the aggregate amount
necessary to prepay that portion of the outstanding Tranche B Term Loans or
Tranche C Term Loans, as the case may be, in respect of which Tranche B Lenders
and Tranche C Lenders have accepted prepayment as described above (such Lenders,
the "Accepting Lenders"), and such amount shall be applied to reduce the Tranche
B Prepayment Amount and Tranche C Prepayment Amount, as applicable, with respect
to each Accepting Lender and (B) the Company shall pay to the General
Administrative Agent an amount equal to 100% of the portion of the Tranche B
Prepayment Amount and Tranche C Prepayment Amount not accepted by the Accepting
Lenders, and such amount shall be applied in the manner specified in paragraph
(e) or (f) above, as applicable.

                  6.4 Conversion and Continuation Options. (a) The Company may
elect from time to time to convert LIBOR Loans to Base Rate Loans, by giving the
General Administrative Agent at least two Business Days' prior irrevocable
notice of such election;


<PAGE>   56


                                                                              50



provided that any such conversion of LIBOR Loans may only be made on the last
day of an Interest Period with respect thereto. The Company may elect from time
to time to convert Base Rate Loans to LIBOR Loans by giving the General
Administrative Agent at least three Business Days' prior irrevocable notice of
such election. Any such notice of conversion to LIBOR Loans shall specify the
length of the initial Interest Period or Interest Periods therefor. Upon receipt
of any such notice the General Administrative Agent shall promptly notify each
affected Lender thereof. All or any part of outstanding LIBOR Loans and Base
Rate Loans may be converted as provided herein, provided that (i) no Base Rate
Loan under a particular Facility may be converted into a LIBOR Loan when any
Event of Default has occurred and is continuing and the General Administrative
Agent has or the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion that such a conversion is not
appropriate and (ii) no Loan may be converted into a LIBOR Loan after the date
that is one month prior to the final maturity date of such Facility.

                  (b) Any LIBOR Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Company giving notice to the General Administrative Agent, in accordance with
the applicable provisions of the term "Interest Period" set forth in Section
1.1, of the length of the next Interest Period to be applicable to such Loans,
provided that no LIBOR Loan under a particular Facility may be continued as such
(i) when any Event of Default has occurred and is continuing and the General
Administrative Agent has or the Majority Facility Lenders in respect of such
Facility have determined in its or their sole discretion that such a
continuation is not appropriate or (ii) after the date that is one month prior
to the final maturity date of such Facility and provided, further, that if the
Company shall fail to give such notice or if such continuation is not permitted
such Loans shall be automatically converted to Base Rate Loans on the last day
of such then expiring Interest Period. Upon receipt of any such notice the
General Administrative Agent shall promptly notify each relevant Lender thereof.

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

                  6.6 Interest Rates and Payment Dates. (a) Each LIBOR Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the LIBOR Rate determined for such day plus
the Applicable Margin.

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

                  (c) Each Canadian Term Loan shall bear interest at a rate per
annum equal to the Canadian Dollar Prime Rate plus the Applicable Margin.



<PAGE>   57


                                                                              51



                  (d) If all or a portion of (i) any principal of any Loan, (ii)
any interest payable thereon, (iii) any commitment fee or (iv) any Reimbursement
Obligation or Acceptance Reimbursement Obligation or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), the principal of the Loans, the Reimbursement
Obligations or Acceptance Reimbursement Obligation and any such overdue
interest, commitment fee or other amount shall bear interest at a rate per annum
which is (w) in the case of principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection plus
2% or, if higher, (x) in the case of Reimbursement Obligations, the rate
applicable to Base Rate Loans under the Revolving Credit Facility plus 2%, (y)
in the case of Acceptance Reimbursement Obligations, the rate applicable to
Revolving Credit Loans that are LIBOR Loans plus 2% or (z) in the case of any
such overdue interest, commitment fee or other amount, the rate described in
paragraph (b) of this subsection (paragraph (c) in the case of interest on
Canadian Term Loans) plus 2%, in each case from the date of such non-payment
until such overdue principal, interest, commitment fee or other amount is paid
in full (as well after as before judgment).

                  (e) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (d) of this
Section 6.6 shall be payable from time to time on demand.

                  6.7 Computation of Interest and Fees. (a) Commitment fees,
Acceptance stamping fees and, whenever it is calculated on the basis of the
Prime Rate or the Canadian Dollar Prime Rate, interest shall be calculated on
the basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed; and, otherwise, interest and letter of credit commissions and fronting
fees shall be calculated on the basis of a 360-day year for the actual days
elapsed. The General Administrative Agent shall as soon as practicable notify
the Company and the U.S. Lenders of each determination of a LIBOR Rate. Any
change in the interest rate on a Loan resulting from a change in the Base Rate,
the Canadian Dollar Prime Rate or the Eurocurrency Reserve Requirements shall
become effective as of the opening of business on the day on which such change
becomes effective. The General Administrative Agent shall as soon as practicable
notify the Company and the U.S. Lenders of the effective date and the amount of
each such change in the Base Rate. For purposes of the Interest Act (Canada),
whenever any interest under this Agreement is calculated using an annual rate
based on a period which is less than the actual number of days in a year (the
"Lesser Period"), such rate determined pursuant to such calculation, when
expressed as an annual rate, is equivalent to (i) the applicable rate based on
such Lesser Period, (ii) multiplied by the actual number of days in the calendar
year in which the period for which such interest is payable ends, and (iii)
divided by the number of days in such Lesser Period. The rates of interest
specified in this Agreement are nominal rates and all interest payments and
computations are to be made without allowance or deduction for deemed
reinvestment of interest.

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



<PAGE>   58


                                                                              52



                  (c) If any Canadian Reference Lender shall for any reason no
longer have a Canadian Loan Commitment or any Canadian Term Loans, such Canadian
Reference Lender shall thereupon cease to be a Canadian Reference Lender, and
if, as a result, there shall only be one Schedule 1 Canadian Reference Lender or
Schedule 2 Canadian Reference Lender (as the case may be) remaining, the
Canadian Administrative Agent (after consultation with the Canadian Borrower and
the Schedule 1 Canadian Lender or the Schedule 2 Canadian Lender, as applicable)
shall, by notice to the Canadian Borrower and the Canadian Lenders, designate
another Schedule 1 Canadian Lender or Schedule 2 Canadian Lender, as applicable,
as a Schedule 1 Canadian Reference Lender or a Schedule 2 Canadian Reference
Lender, as applicable, so that there shall at all times be at least two Schedule
1 Canadian Reference Lenders and two Schedule 2 Canadian Reference Lenders.

                  (d) Each Canadian Reference Lender shall use its best efforts
to furnish quotations of rates to the Canadian Administrative Agent as
contemplated hereby. If any of the Canadian Reference Lenders shall be unable or
shall otherwise fail to supply such rates to the Canadian Administrative Agent
upon its request, the rate of interest shall, subject to the provisions of
Section 6.8, be determined on the basis of the quotations of the remaining
Canadian Reference Lenders or Reference Lender.

                  6.8 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

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

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

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

                  6.9 Pro Rata Treatment and Payments. (a) Each borrowing by the
Company from the Lenders hereunder shall be made pro rata according to the
respective Tranche A


<PAGE>   59


                                                                              53



Term Loan Percentages, Tranche B Term Loan Percentages, Tranche C Term Loan
Percentages, Canadian Term Loan Commitment Percentages or Revolving Credit
Percentages, as the case may be, of the relevant Lenders. Each payment by the
Company on account of any commitment fee and letter of credit commission and any
reduction of the Revolving Credit Commitments shall be made pro rata according
to the respective Revolving Credit Percentages of the Lenders.

                  (b) Each payment (including each prepayment) by the Company on
account of principal of and interest on the U.S. Term Loans under any Facility
shall be made pro rata according to the respective outstanding principal amounts
of the U.S. Term Loans under such Facility then held by the U.S. Term Loan
Lenders.

                  (c) Each payment (including each prepayment) by the Canadian
Borrower on account of principal of and interest on the Canadian Term Loans
shall be made pro rata according to the respective outstanding principal amounts
of the Canadian Term Loans then held by the Canadian Lenders.

                  (d) Each payment (including each prepayment) by the Company on
account of principal of and interest on the Revolving Credit Loans shall be made
pro rata according to the respective outstanding principal amounts of the
Revolving Credit Loans then held by the Revolving Credit Lenders.

                  (e) All payments (including prepayments) to be made by the
Company hereunder, whether on account of principal, interest, fees or otherwise
(other than payments under Section 13 in respect of the Canadian Borrower
Obligations and the Canadian Operating Facility Obligations), shall be made
without setoff or counterclaim and shall be made prior to 12:00 Noon, New York
City time, on the due date thereof to the General Administrative Agent, for the
account of the Lenders, at the General Administrative Agent's office specified
in Section 14.2, in Dollars and in immediately available funds. The General
Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as received. If any payment by the Company hereunder
(other than payments on the LIBOR Loans) becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day. If any payment on a LIBOR Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day. In the case of any extension of
any payment of principal pursuant to the preceding two sentences, interest
thereon shall be payable at the then applicable rate during such extension.

                  (f) All payments (including prepayments) to be made by the
Canadian Borrower hereunder (or by the Company under Section 13 in respect of
the Canadian Borrower Obligations and the Canadian Operating Facility
Obligations), whether on account of principal, interest, fees or otherwise,
shall be made without setoff or counterclaim and shall be made prior to 12:00
Noon, Toronto time, on the due date thereof to the Canadian Administrative
Agent, for the account of the Lenders, at the Canadian Administrative Agent's


<PAGE>   60


                                                                              54



office specified in Section 14.2, in Canadian Dollars and in immediately
available funds. The Canadian Administrative Agent shall distribute such
payments to the Lenders promptly upon receipt in like funds as received. If any
payment by the Canadian Borrower hereunder becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next succeeding
Business Day. In the case of any extension of any payment of principal pursuant
to the preceding sentence, interest thereon shall be payable at the then
applicable rate during such extension.

                  (g) Unless the applicable Administrative Agent shall have been
notified in writing by any Lender prior to a Borrowing Date that such Lender
will not make available to such Administrative Agent the amount that would
constitute its share of the Loans or Acceptance Purchase Price to be disbursed
to a Borrower on such Borrowing Date, such Administrative Agent may assume that
such Lender is making such amount available to such Administrative Agent, and
such Administrative Agent may, in reliance upon such assumption, make available
to applicable Borrower a corresponding amount. If such amount is not made
available to the such Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to such Administrative Agent, on demand,
such amount with interest thereon at a rate equal to (i) in the case of amounts
to be made available in U.S. Dollars, the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
the General Administrative Agent and (ii) in the case of amounts to be made
available in Canadian Dollars, the Canadian Administrative Agent's reasonable
estimate of its average daily cost of funds. A certificate of the General
Administrative Agent or the Canadian Administrative Agent, as the case may be,
submitted to any Lender with respect to any amounts owing under this Section
6.9(g) shall be conclusive in the absence of manifest error. If such Lender's
share of such amount is not made available to such Administrative Agent by such
Lender within three Business Days of such Borrowing Date, such Administrative
Agent shall also be entitled to recover such amount from the relevant Borrower
on demand with interest thereon at the rate per annum applicable to Base Rate
Loans under the relevant Facility (in the case of amounts to be made available
in U.S. Dollars), or Canadian Term Loans (in the case of amounts to be made
available in Canadian Dollars).

                  6.10 Illegality. (a) Notwithstanding any other provision
herein, if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain LIBOR Loans as contemplated by this Agreement, (i) the
commitment of such U.S. Lender hereunder to make LIBOR Loans, continue LIBOR
Loans as such and convert Base Rate Loans to LIBOR Loans shall forthwith be
cancelled and (ii) such U.S. Lender's Loans then outstanding as LIBOR Loans, if
any, shall be converted automatically to Base Rate Loans on the respective last
days of the then current Interest Periods with respect to such Loans or within
such earlier period as required by law. If any such conversion of a LIBOR Loan
occurs on a day which is not the last day of the then current Interest Period
with respect thereto, the Company shall pay to such Lender such amounts, if any,
as may be required pursuant to Section 6.13.

                  (b) Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it


<PAGE>   61


                                                                              55



unlawful for any Canadian Lender to create or maintain Acceptances as
contemplated by this Agreement, (i) the commitment of such Canadian Lender
hereunder to accept Drafts, purchase Acceptances, continue Acceptances as such
and convert Canadian Term Loans to Acceptances shall forthwith be cancelled
until such time as it shall no longer be unlawful for such Canadian Lender to
create or maintain Acceptances and (ii) such Canadian Lender's then outstanding
Acceptances, if any, shall be converted automatically to Canadian Term Loans on
the respective maturities thereof or within such earlier period as may be
required by law.

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

                         (i)  shall subject any Lender to any tax of any kind
         whatsoever with respect to this Agreement, any Letter of Credit or any
         LIBOR Loan made by it, or change the basis of taxation of payments to
         such Lender in respect thereof (except for Non-Excluded Taxes covered
         by Section 6.12 and changes in the rate of tax on the overall net
         income of such Lender);

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

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

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

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


<PAGE>   62


                                                                              56



from time to time, the applicable Borrower shall promptly pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction.

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

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



<PAGE>   63


                                                                              57



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

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

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

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

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Company and the General
Administrative Agent. Such Lender shall certify (i) in the case of a Form 1001
or 4224, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes and (ii) in
the case of a Form W-8 or W-9, that it is entitled to an exemption from United
States backup withholding tax. Each Person that shall become a Lender or a
Participant pursuant to Section 14.6 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms and statements
required pursuant to this subsection, provided that in the case of a Participant
such Participant shall furnish all such required forms and statements to the
Lender from which the related participation shall have been purchased.

                  6.13 Indemnity. Each Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in making a
borrowing of, conversion into or continuation of LIBOR Loans after such Borrower
has given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by such Borrower in making any prepayment after such
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of LIBOR Loans on a day which is not
the last day of an Interest Period with respect thereto. Such indemnification
may include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the amount so prepaid, or not so borrowed, converted
or continued, for the period from the date of such prepayment or of such failure
to borrow, convert or continue to the last day of such Interest Period (or, in
the case of a failure to borrow, convert or continue, the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest for such Loans provided for herein (excluding, however, the


<PAGE>   64


                                                                              58



Applicable Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such U.S. Lender) which would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank eurodollar market. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

                  6.14 Change of Lending Office. Each Lender agrees that if it
makes any demand for payment under Section 6.11 or 6.12(a), or if any adoption
or change of the type described in Section 6.10 shall occur with respect to it,
it will use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions and so long as such efforts would not be
disadvantageous to it, as determined in its sole discretion) to designate a
different lending office if the making of such a designation would reduce or
obviate the need for the Borrowers to make payments under Section 6.11 or
6.12(a), or would eliminate or reduce the effect of any adoption or change
described in Section 6.10; provided, that such designation is made on terms
that, in the sole judgment of such Lender, cause such Lender and its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and provided,
further, that nothing in this Section 6.14 shall affect or postpone any of the
obligations of any Borrower or the rights of any Lender pursuant to Section 6.11
or 6.12(a).

 
                    SECTION 7. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agents and the Lenders to enter
into this Agreement and to make the Loans and the other extension of credit
hereunder, each of the Company and the Canadian Borrower (to the extent
applicable to the Canadian Borrower) hereby represents and warrants to each
Administrative Agent and each Lender that:

                  7.1 Financial Condition. (a) The unaudited pro forma combined
balance sheet of Holdings and its consolidated Subsidiaries as at December 31,
1996 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of
which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (i) the consummation of
the Acquisition, (ii) the Loans to be made and the Seller Note to be issued on
the Closing Date and the use of proceeds thereof and (iii) the payment of fees
and expenses in connection with the foregoing. The Pro Forma Balance Sheet has
been prepared based on the best information available to the Company as of the
date of delivery thereof, and presents fairly on a pro forma basis the estimated
combined financial position of Holdings and its consolidated Subsidiaries as at
the Closing Date, assuming that the events specified in the preceding sentence
had actually occurred at such date.

                  (b) The audited consolidated balance sheet of Rollins as of
September 30, 1996 and the related consolidated statements of income and of cash
flows for the fiscal year ended on such date, reported on by and accompanied by
an unqualified report from KPMG Peat Marwick LLP, present fairly the
consolidated financial condition of Rollins as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
fiscal year then ended. All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout


<PAGE>   65


                                                                              59



the periods involved (except as approved by the relevant firm of accountants and
disclosed therein). The balance sheet referred to above reflects any material
Guarantee Obligations, contingent liabilities and liabilities for taxes, and any
long-term leases and unusual forward or long-term commitments, including,
without limitation, any interest rate or foreign currency swap or exchange
transaction or other obligation in respect of derivatives, in each case as of
the date of such balance sheets. During the period from September 30, 1996 to
and including the date hereof there has been no Disposition by Rollins or any of
its Subsidiaries of any material part of its business or property.

                  (c) The audited consolidated balance sheet of Historical
Laidlaw as at August 31, 1996, and the related consolidated statements of income
and of cash flows for the fiscal year ended on such date, reported on by and
accompanied by an unqualified report from Coopers & Lybrand, present fairly the
consolidated financial condition of Historical Laidlaw as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
respective fiscal year then ended. All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
relevant firm of accountants and disclosed therein). The balance sheet referred
to above reflects any material Guarantee Obligations, contingent liabilities and
liabilities for taxes, and any long-term leases and unusual forward or long-term
commitments, including, without limitation, any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, in each case as of the date of such balance sheets. During the
period from August 31, 1996 to and including the date hereof there has been no
Disposition by Historical Laidlaw or any of its Subsidiaries of any material
part of its business or property, except for the sale of JTM Industries, Inc.

                  7.2 No Change. Since December 31, 1996 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

                  7.3 Corporate Existence; Compliance with Law. Each of the
Company and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  7.4 Corporate Power; Authorization; Enforceable Obligations.
Each Loan Party has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party and, in the
case of each Borrower, to borrow hereunder and has taken all necessary corporate
action to authorize the borrowings on the terms and conditions of this Agreement
and any Notes and to authorize the execution, delivery and performance of the
Loan Documents to which it is a party. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental


<PAGE>   66


                                                                              60



Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery, performance, validity or
enforceability of the Loan Documents. This Agreement has been, and each other
Loan Document to which it is a party will be, duly executed and delivered on
behalf of each Loan Party which is a party thereto. This Agreement constitutes,
and each other Loan Document to which it is a party when executed and delivered
will constitute, a legal, valid and binding obligation of the Loan Party which
is a party thereto enforceable against such Loan Party in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

                  7.5 No Legal Bar. The execution, delivery and performance of
the Loan Documents, the issuance of Letters of Credit, the borrowings hereunder
and the use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of the Company or of any of its Subsidiaries and will not
result in, or require, the creation or imposition of any Lien on any of its or
their respective properties or revenues pursuant to any such Requirement of Law
or Contractual Obligation (other than the Liens created by the Security
Documents).

                  7.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Company, threatened by or against the Company or any of
its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) which could reasonably be
expected to have a Material Adverse Effect.

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

                  7.8 Ownership of Property; Liens. Each of the Company and its
Subsidiaries has good record and marketable title in fee simple to, or a valid
leasehold interest in, all its real property, and good title to, or a valid
leasehold interest in, all its other property, and none of such property is
subject to any Lien except as permitted by Section 10.3.

                  7.9 Intellectual Property. Each of the Company and its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted (the "Intellectual Property"). Except as set
forth in Schedule 7.9, no claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does the
Company know of any valid basis for any such claim. The use of such Intellectual
Property by the Company and its Subsidiaries does not infringe on the rights of
any Person, except for such claims and infringements that, in the aggregate,
could not reasonably be expected to have a Material


<PAGE>   67


                                                                              61



Adverse Effect. An adverse determination of any or all of the matters set forth
on Schedule 7.9 could not reasonably be expected to have a Material Adverse
Effect.

                  7.10 No Burdensome Restrictions. No Requirement of Law or
Contractual Obligation of the Company or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

                  7.11 Taxes. Each of the Company and its Subsidiaries has filed
or caused to be filed all tax returns which, to the knowledge of the Company,
are required to be filed and has paid all taxes shown to be due and payable on
said returns or on any assessments made against it or any of its property and
all other taxes, fees or other charges imposed on it or any of its property by
any Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Company or its Subsidiaries, as the case may be); no tax Lien has
been filed, and, to the knowledge of the Company, no claim is being asserted,
with respect to any such tax, fee or other charge.

                  7.12 Federal Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation G or Regulation
U of the Board of Governors of the Federal Reserve System as now and from time
to time hereafter in effect. If requested by any Lender or the General
Administrative Agent, the Company will furnish to the General Administrative
Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-1 or FR Form U-1 referred to in said Regulation G or
Regulation U, as the case may be.

                  7.13 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. No termination of a Single Employer Plan has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits. Neither Borrower nor any Commonly Controlled Entity has
had a complete or partial withdrawal from any Multiemployer Plan, and neither of
the Borrowers nor any Commonly Controlled Entity would become subject to any
liability under ERISA if the Borrowers or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. The
present value (determined using actuarial and other assumptions which are
reasonable in respect of the benefits provided and the employees participating)
of the liability of the Borrowers and each Commonly Controlled Entity for post
retirement benefits to be provided to their current


<PAGE>   68


                                                                              62



and former employees under Plans which are welfare benefit plans (as defined in
Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all
such Plans allocable to such benefits by an amount in excess of $2,000,000.

                  7.14 Canadian Benefit and Pension Plans. The Canadian Pension
Plans are duly registered under the provisions of the ITA and any other
Requirements of Law and no event has occurred which is reasonably likely to
cause the loss of such registered status. The Canadian Pension Plans and the
Canadian Benefits Plans have been administered in accordance with the ITA and
all other Requirements of Law. All material obligations of each of the Canadian
Borrower or any Subsidiary thereof (including fiduciary and funding obligations)
required to be performed in connection with the Canadian Pension Plans have been
performed. No promises of benefit improvements under the Canadian Pension Plans
or the Canadian Benefit Plans have been made except where such improvement could
not have a Material Adverse Effect. There have been no improper withdrawals or
applications of the assets of the Canadian Pension Plans or the Canadian Benefit
Plans. As of the most current evaluation date, each of the Canadian Pension
Plans and the Canadian Benefit Plans is fully funded and there exist no going
concern unfunded actuarial liabilities or solvency deficiencies in respect of
such plans.

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

                  7.16 Subsidiaries. Schedule 7.16 sets forth a complete list of
all the Subsidiaries of the Company on the Closing Date after giving effect to
the Acquisition.

                  7.17 Purpose of Loans. The proceeds of the Loans and
Acceptances shall be used to finance a portion of the Acquisition and the fees
and expenses associated therewith and to repay certain of Indebtedness of the
Borrowers outstanding on the Closing Date. The proceeds of the Loans and
Acceptances also shall be used to finance the ongoing working capital needs of
the Borrowers and their Subsidiaries in the ordinary course of business, capital
expenditures and acquisitions permitted by Section 10.8.

                  7.18 Environmental Matters.

         Other than exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to give rise to a
Material Adverse Effect:

                  (a) The Company and each of its Subsidiaries: (i) are, and
         within the period of all applicable statutes of limitation have been,
         in compliance with all applicable Environmental Laws; (ii) hold all
         Environmental Permits (each of which is in full force and effect)
         required for any of their current or intended operations or for any
         property owned, leased, or otherwise operated by any of them; (iii)
         are, and within the


<PAGE>   69


                                                                              63



         period of all applicable statutes of limitation have been, in
         compliance with all of their Environmental Permits; and (iv) reasonably
         believe that: each of their Environmental Permits will be timely
         renewed and complied with, without material expense; any additional
         Environmental Permits that may be required of any of them will be
         timely obtained and complied with, without material expense; and
         compliance with any Environmental Law that is or is expected to become
         applicable to it will be timely attained and maintained, without
         material expense.

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

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

                  (d) Neither the Company nor any of its Subsidiaries has
         received any written request for information, or been notified that it
         is a potentially responsible party under or relating to the
         Comprehensive Environmental Response, Compensation, and Liability Act,
         42 U.S.C. ss.ss. 9601 et. seq., or any similar Environmental Law, or
         with respect to any Materials of Environmental Concern.

                  (e) Neither the Company nor any of its Subsidiaries has
         entered into or agreed to any consent decree, order, or settlement or
         other agreement, nor is subject to any judgment, decree, or order or
         other agreement, in any judicial, administrative, arbitral, or other
         forum, relating to compliance with or liability under any Environmental
         Law.

                  (f) Neither the Company nor any of its Subsidiaries has
         assumed or retained, by contract or operation of law, any liabilities
         of any kind, fixed or contingent, known or unknown, under any
         Environmental Law or with respect to any Materials of Environmental
         Concern.

                  7.19 Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document or any other document,
certificate or statement furnished to the Administrative Agents or the Lenders
or any of them, by or on behalf of any Loan Party for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents,
contained as of the date such statement, information, document or certificate
was so furnished, any untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements contained herein or
therein not


<PAGE>   70


                                                                              64



misleading. The projections and pro forma financial information contained in the
materials referenced above are based upon good faith estimates and assumptions
believed by management of such Loan Party to be reasonable at the time made, it
being recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount. The Company has
provided to the General Administrative Agent a true and complete copy of the
Stock Purchase Agreement (including all exhibits and schedules thereto and
financial statements referred to therein). As of the date hereof, the
representations and warranties contained in the Stock Purchase Agreement are
true and correct in all material respects. There is no fact known to any Loan
Party that could reasonably be expected to have a Material Adverse Effect that
has not been expressly disclosed herein, in the other Loan Documents or in any
other documents, certificates and statements furnished to the Administrative
Agents and the Lenders for use in connection with the transactions contemplated
hereby and by the other Loan Documents.

                  7.20 Security Documents. (a) The Guarantee and Collateral
Agreement is effective to create in favor of the General Administrative Agent,
for the benefit of the Lenders, a legal, valid and enforceable security interest
in the Collateral described therein and proceeds thereof. In the case of the
Pledged Stock described in the Guarantee and Collateral Agreement, when stock
certificates representing such Pledged Stock are delivered to the General
Administrative Agent, and in the case of the other Collateral described in the
Guarantee and Collateral Agreement, when financing statements in appropriate
form are filed in the offices specified on Schedule 3 to the Guarantee and
Collateral Agreement, the Guarantee and Collateral Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person other than as permitted by
the Guarantee and Collateral Agreement.

                  (b) Each of the Canadian Collateral Documents is effective to
create in favor of the Canadian Administrative Agent, for the benefit of the
Canadian Lenders, a legal, valid and enforceable security interest in the
Collateral described therein and proceeds thereof. Upon completion of the
actions set forth on Schedule 7.20, the Canadian Collateral Documents shall
constitute fully perfected Liens on, and security interests in, all right, title
and interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the Canadian Borrower Obligations, in each case prior and superior
in right to any other Person other than as permitted by the Canadian Collateral
Documents.

                  (c) Each of the Mortgages is effective to create in favor of
the General Administrative Agent, for the benefit of the Lenders, a legal, valid
and enforceable Lien on the mortgaged properties described therein and proceeds
thereof, and when the Mortgages are filed in the offices specified on Schedule
3, each such Mortgage shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such mortgaged
properties and the proceeds thereof, as security for the Obligations (as


<PAGE>   71


                                                                              65



defined in the relevant Mortgage), in each case prior and superior in right to
any other Person.

                  7.21 Solvency. Each Loan Party is, and after giving effect to
the Acquisition and the incurrence of all Indebtedness and obligations being
incurred in connection herewith and therewith will be and will continue to be,
Solvent.

                  7.22 Regulation H. No Mortgage encumbers improved real
property which is located in an area that has been identified by the Secretary
of Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968.


                    SECTION 8. CONDITIONS PRECEDENT

                  8.1 Conditions to Initial Extensions of Credit. The agreement
of each Lender to make the initial Extension of Credit requested to be made by
it is subject to the satisfaction, immediately prior to or concurrently with the
making of such Extension of Credit on the Closing Date, of the following
conditions precedent:

                  (a) Loan Documents. The General Administrative Agent shall
         have received (i) this Agreement, executed and delivered by a duly
         authorized officer of each Borrower, with a counterpart for each
         Lender, (ii) the Guarantee and Collateral Agreement, executed and
         delivered by a duly authorized officer of the parties thereto, with a
         counterpart or a conformed copy for each Lender, (iii) each of the
         Mortgages, each executed and delivered by a duly authorized officer of
         the party thereto, with a counterpart or a conformed copy for each
         Lender, (iv) each Canadian Collateral Document, executed and delivered
         by a duly authorized officer of the parties thereto, with a counterpart
         or a conformed copy for each Lender and (v) the Intercreditor
         Agreement, executed and delivered by a duly authorized officer of the
         parties thereto.

                  (b) Acquisition, Seller Note, etc. The following transactions
         shall have been consummated:

                           (i) the Acquisition shall have been consummated in
                  accordance with the Stock Purchase Agreement;

                           (ii) the Seller Note shall have been issued on terms
                  and conditions satisfactory to the General Administrative
                  Agent; and

                           (iii) the capital and legal structure of each Loan
                  Party after the Acquisition shall be satisfactory in all
                  respects.

                  (c) Pro Forma Balance Sheet; Financial Statements. The Lenders
         shall have received (i) the Pro Forma Balance Sheet, (ii) the audited
         consolidated financial statements described in Section 7.1 and (iii)
         unaudited interim consolidated financial


<PAGE>   72


                                                                              66



         statements of Holdings and Historical Laidlaw for the most recent
         fiscal quarterly period ended subsequent to the date of the latest
         applicable financial statement delivered pursuant to clause (ii) of
         this paragraph as to which such financial statements have been made
         publicly available.

                  (d) Approvals, Authorizations, etc. All governmental and third
         party approvals (including landlords' and other consents),
         authorizations, notices and filings necessary or advisable in
         connection with the Acquisition, the continuing operations of the
         Company and its Subsidiaries and the transactions contemplated hereby
         shall have been obtained or made and be in full force and effect, and
         all applicable waiting periods shall have expired without any action
         being taken or threatened by any competent authority which would
         restrain, prevent or otherwise impose adverse conditions on the
         Acquisition or the financing thereof or any other financing
         contemplated hereby.

                  (e) Business Plan. The Lenders shall have received a business
         plan for the Company and its Subsidiaries for the 1997 fiscal year and
         a written analysis of the business and prospects of the Company of its
         Subsidiaries for the period from the Closing Date through the final
         maturity of the Term Loans, in each case as set forth in the
         Confidential Information Memorandum dated March 1997.

                  (f) Environmental Reports. The General Administrative Agent
         shall have received reports prepared by Dames & Moore and ENVIRON with
         respect to environmental matters relating to the Company and an
         environmental report prepared by Beak Consultants Limited with respect
         to environmental matters relating to the Canadian Borrower, in each
         case in form and substance satisfactory to the Lenders.

                  (g) Solvency Certificate. The General Administrative Agent
         shall have received a solvency certificate of the Company, in form,
         scope and substance satisfactory to the General Administrative Agent
         and its legal counsel.

                  (h) Closing Certificate. The Administrative Agents shall have
         received, with a counterpart for each Lender, a certificate of each
         Loan Party, dated the Closing Date, substantially in the form of
         Exhibit I, with appropriate insertions and attachments, satisfactory in
         form and substance to the Administrative Agents, executed by the
         President or any Vice President and the Secretary or any Assistant
         Secretary of such party.

                  (i) Fees. The Administrative Agents shall have received the
         fees to be received on the Closing Date referred to in Sections 3.3 and
         6.1.

                  (j) Legal Opinions. The Administrative Agents shall have
         received, with a counterpart for each Lender, the following executed
         legal opinions:



<PAGE>   73


                                                                              67



                           (i)   the executed legal opinion of Katten, Muchin &
                  Zavis, U.S. counsel to the Company and the other Loan Parties,
                  substantially in the form of Exhibit J;

                           (ii)  the executed legal opinion of Ivan R. Cairns,
                  general counsel to Laidlaw, the Canadian Borrower and its
                  Subsidiaries, substantially in the form of Exhibit K-1;

                           (iii) the executed legal opinion of Tory Tory
                  DesLauriers & Binnington, Canadian counsel to the Lenders,
                  substantially in the form of Exhibit K-2; and

                           (iv)  the executed legal opinion of South Carolina
                  counsel to the Borrowers, in form and substance reasonably
                  satisfactory to the General Administrative Agent.

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

                  (k) Pledged Stock; Stock Powers; Pledged Notes. The General
         Administrative Agent shall have received the certificates representing
         the shares pledged pursuant to the Guarantee and Collateral Agreement,
         and the Canadian Administrative Agent shall have received the
         certificates representing the shares pledged pursuant to the Canadian
         Collateral Documents, together, in each case, with an undated stock
         power for each such certificate executed in blank by a duly authorized
         officer of the pledgor thereof, and the note[s] pledged pursuant to the
         Guarantee and Collateral Agreement and the Canadian Collateral
         Documents, each endorsed in blank by a duly authorized officer of the
         pledgor thereof.

                  (l) Actions to Perfect Liens. The General Administrative Agent
         shall have received evidence in form and substance satisfactory to it
         that all filings, recordings, registrations and other actions,
         including, without limitation, the filing of duly executed financing
         statements on form UCC-1, necessary or, in the opinion of the General
         Administrative Agent, desirable to perfect the Liens created by the
         Security Documents shall have been completed.

                  (m) Surveys. The General Administrative Agent shall have
         received, and the title insurance company issuing the policy referred
         to in Section 8.1(n) (the "Title Insurance Company") shall have
         received, maps or plats of an as-built survey of the sites of the
         property covered by each Mortgage certified to the General
         Administrative Agent and the Title Insurance Company in a manner
         satisfactory to them, dated a date satisfactory to the General
         Administrative Agent and the Title Insurance Company by an independent
         professional licensed land surveyor satisfactory to the Administrative
         Agent and the Title Insurance Company, which maps or plats and the
         surveys on which they are based shall be made in accordance with the
         Minimum Standard Detail Requirements for Land Title Surveys jointly
         established and adopted by the American


<PAGE>   74


                                                                              68



         Land Title Association and the American Congress on Surveying and
         Mapping in 1962, and, without limiting the generality of the foregoing,
         there shall be surveyed and shown on such maps, plats or surveys the
         following: (i) the locations on such sites of all the buildings,
         structures and other improvements and the established building setback
         lines; (ii) the lines of streets abutting the sites and width thereof;
         (iii) all access and other easements appurtenant to the sites or
         necessary or desirable to use the sites; (iv) all roadways, paths,
         driveways, easements, encroachments and overhanging projections and
         similar encumbrances affecting the site, whether recorded, apparent
         from a physical inspection of the sites or otherwise known to the
         surveyor; (v) any encroachments on any adjoining property by the
         building structures and improvements on the sites; and (vi) if the site
         is described as being on a filed map, a legend relating the survey to
         said map.

                  (n) Title Insurance Policy. The General Administrative Agent
         shall have received in respect of each parcel covered by each Mortgage
         a mortgagee's title policy (or policies) or marked up unconditional
         binder for such insurance dated the Closing Date. Each such policy
         shall (i) be in an amount satisfactory to the General Administrative
         Agent; (ii) be issued at ordinary rates; (iii) insure that the Mortgage
         insured thereby creates a valid first Lien on such parcel free and
         clear of all defects and encumbrances, except such as may be approved
         by the General Administrative Agent; (iv) name the General
         Administrative Agent for the benefit of the Lenders as the insured
         thereunder; (v) be in the form of ALTA Loan Policy - 1970 (Amended
         10/17/70); (vi) contain such endorsements and affirmative coverage as
         the General Administrative Agent may request and (vii) be issued by
         title companies satisfactory to the General Administrative Agent
         (including any such title companies acting as co-insurers or
         reinsurers, at the option of the General Administrative Agent). The
         General Administrative Agent shall have received evidence satisfactory
         to it that all premiums in respect of each such policy, and all charges
         for mortgage recording tax, if any, have been paid.

                  (o) Copies of Documents. The General Administrative Agent
         shall have received a copy of all recorded documents referred to, or
         listed as exceptions to title in, the title policy or policies referred
         to in Section 8.1(n) and a copy, certified by such parties as the
         General Administrative Agent may deem appropriate, of all other
         documents affecting the property covered by each Mortgage.

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

                  (q) Insurance. The General Administrative Agent shall have
         received evidence in form and substance satisfactory to it that all of
         the requirements of Section 9.5 of this Agreement and Section 5.3 of
         the Guarantee and Collateral Agreement shall have been satisfied.


<PAGE>   75


                                                                              69




                  (r) Seller Consent and Acknowledgment. The General
         Administrative Agent shall have received, with a counterpart for each
         Lender, a consent and acknowledgment of the Seller and Laidlaw, dated
         the Closing Date, substantially in the form of Exhibit M, executed by
         the President or a Senior Vice President of each of the Seller and of
         Laidlaw.

                  8.2 Conditions to Extension of Credit. The agreement of each
Lender to make any Extension of Credit requested to be made by it on any date
(including, without limitation, its initial Extension of Credit) is subject to
the satisfaction of the following conditions precedent:

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

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         extensions of credit requested to be made on such date.

                  (c) Additional Matters. All corporate and other proceedings,
         and all documents, instruments and other legal matters in connection
         with the transactions contemplated by this Agreement, the other Loan
         Documents and the Acquisition Agreement shall be satisfactory in form
         and substance to the General Administrative Agent, and the General
         Administrative Agent shall have received such other documents and legal
         opinions in respect of any aspect or consequence of the transactions
         contemplated hereby or thereby as it shall reasonably request.

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


                        SECTION 9. AFFIRMATIVE COVENANTS

                  The Company hereby agrees that, so long as the Commitments
remain in effect, any Loan, Reimbursement Obligation, Acceptance Reimbursement
Obligation, Acceptance Note or Letter of Credit remains outstanding or any
amount is owing to any Lender, the General Administrative Agent or the Canadian
Administrative Agent hereunder or under any other Loan Document, the Company
shall and (except in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries to:

                  9.1  Financial Statements.  Furnish to each Lender:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of Holdings, a copy of the
         consolidated and consolidating balance sheets of


<PAGE>   76


                                                                              70



         Holdings and its consolidated Subsidiaries as at the end of such year
         and the related consolidated and consolidating statements of income and
         retained earnings and of cash flows for such year, setting forth in
         each case in comparative form the figures for the previous year,
         reported on (in the case of such consolidated statements and balance
         sheet) without a "going concern" or like qualification or exception, or
         qualification arising out of the scope of the audit, by Coopers &
         Lybrand or other independent certified public accountants of nationally
         recognized standing, and certified (in the case of such consolidating
         statements and balance sheet) by a Responsible Officer as being fairly
         stated in all material respects; and

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

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

                  9.2  Certificates; Other Information.  Furnish to each Lender:

                  (a) concurrently with the delivery of the financial statements
         referred to in Section 9.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default, except as specified in
         such certificate;

                  (b) concurrently with the delivery of the financial statements
         referred to in Sections 9.1(a) and (b), a certificate of a Responsible
         Officer stating that, to the best of such Responsible Officer's
         knowledge, during such period the Company has observed or performed all
         of its covenants and other agreements, and satisfied every condition,
         contained in this Agreement and the other Loan Documents to be
         observed, performed or satisfied by it, and that such Responsible
         Officer has obtained no knowledge of any Default or Event of Default
         except as specified in such certificate;

                  (c) prior to the end of each fiscal year of the Company, a
         copy of the projections by the Company of the operating budget and cash
         flow budget of the Company and its Subsidiaries for the succeeding
         fiscal year, such projections to be accompanied by a certificate of a
         Responsible Officer to the effect that such


<PAGE>   77


                                                                              71



         projections have been prepared on the basis of sound financial planning
         practice and that such Responsible Officer has no reason to believe
         they are incorrect or misleading in any material respect;

                  (d) within five days after the same are sent, copies of all
         financial statements and reports which the Company or Holdings sends to
         its stockholders, and within five days after the same are filed, copies
         of all financial statements and reports which the Company or Holdings
         may make to, or file with, the Securities and Exchange Commission or
         any successor or analogous Governmental Authority; and

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

                  9.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Company or its Subsidiaries, as the case may be.

                  9.4 Conduct of Business and Maintenance of Existence. Continue
to engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except as otherwise
permitted pursuant to Section 10.5; comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, have a Material Adverse Effect.

                  9.5 Maintenance of Property; Insurance. Keep all property
useful and necessary in its business in good working order and condition;
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks as are
usually insured against in the same general area by companies engaged in the
same or a similar business (including, but not limited to, general liability
insurance in an amount of at least $100,000,000 and a deductible of not more
than $500,000 per occurrence).

                  9.6 Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of the Administrative Agents (or, with the coordination of the
Administrative Agents, the Lenders) to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of the
Company and its Subsidiaries with officers and employees of the Company and its
Subsidiaries and with its independent certified public accountants.



<PAGE>   78


                                                                              72



                                                                               
                  9.7 Notices. Promptly give notice to the Administrative Agents
and each Lender of:

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

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

                  (c) any litigation or proceeding affecting the Company or any
         of its Subsidiaries in which the amount involved is $5,000,000 or more
         and not covered by insurance or in which injunctive or similar relief
         is sought;

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

                  (e) the occurrence or expected occurrence of any event that is
         reasonably likely to result in the Company or any of its Subsidiaries
         being unable to obtain, renew, or comply with any Environmental Permit
         the absence of which could have a Material Adverse Effect, or being
         unable to comply with any Environmental Law in a manner that could have
         a Material Adverse Effect; and

                  (f) any material adverse change in the business, operations,
         property, condition (financial or otherwise) or prospects of the
         Company and its Subsidiaries taken as a whole.

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

                  9.8 Environmental Laws. (a) (i) Comply with all Environmental
Laws applicable to it, and obtain, comply with and maintain any and all
Environmental Permits necessary for its operations as conducted and as planned;
and (ii) take all reasonable efforts to ensure that all of its tenants,
subtenants, contractors, subcontractors, and invitees comply with all
Environmental Laws, and obtain, comply with and maintain any and all
Environmental Permits, applicable to any of them insofar as any failure to so
comply, obtain or maintain reasonably could adversely affect the Company or any
Subsidiary. For purposes of this


<PAGE>   79


                                                                              73



Section 9.8(a), noncompliance by the Company and any of its Subsidiaries with
any applicable Environmental Law or Environmental Permit shall be deemed not to
constitute a breach of this covenant; provided that, upon learning of any actual
or suspected noncompliance, the Company and its Subsidiaries shall promptly
undertake all reasonable efforts to achieve compliance; and provided further
that, in any case, such non-compliance, and any other noncompliance with any
Environmental Law, individually or in the aggregate, could not reasonably be
expected to give rise to a Material Adverse Effect.

                  (b) Promptly comply with all orders and directives of all
Governmental Authorities regarding Environmental Laws, other than such orders
and directives as to which an appeal has been timely and properly taken in good
faith and provided that the pendency of any and all such appeals does not give
rise to a Material Adverse Effect.

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

                  (d) Promptly upon the General Administrative Agent's request
if there has been an Event of Default which has not been fully and timely cured,
permit an environmental consultant whom the General Administrative Agent in its
discretion designates to perform an environmental assessment (including, without
limitation: reviewing documents; interviewing knowledgeable persons; and
sampling and analyzing soil, air, surface water, groundwater, building
materials, and/or other media or substances) in or about property owned or
leased by the Company or any of its Subsidiaries, or on which operations of the
Company or any of its Subsidiaries otherwise take place. Such environmental
assessment shall be in form, scope, and substance satisfactory to the General
Administrative Agent. The Company and its Subsidiaries shall cooperate fully in
the conduct of such environmental assessment, and shall pay the costs of such
environmental assessment immediately upon written demand by the General
Administrative Agent. Pursuant to this Section 9.8(d), the General
Administrative Agent shall have the right, but shall not have any duty, to
request and/or obtain any such environmental assessment.

                  9.9 Further Assurances. Upon the request of the General
Administrative Agent, promptly perform or cause to be performed any and all acts
and execute or cause to be executed any and all documents (including, without
limitation, financing statements and continuation statements) for filing under
the provisions of the Uniform Commercial Code or


<PAGE>   80


                                                                              74



any other Requirement of Law which are necessary or advisable to maintain in
favor of the General Administrative Agent or the Canadian Administrative Agent,
as the case may be, for the benefit of the Lenders, Liens on the Collateral that
are duly perfected in accordance with all applicable Requirements of Law.

                  9.10 Additional Collateral. (a) With respect to any assets
acquired after the Closing Date by the Company or any of its Subsidiaries that
are intended to be subject to the Lien created by any of the Security Documents
but which are not so subject (other than any assets described in paragraph (b)
or (c) of this Section), promptly (and in any event within 30 days after the
acquisition thereof): (i) execute and deliver to the General Administrative
Agent or the Canadian Administrative Agent, as the case may be, such amendments
to the relevant Security Documents or such other documents as the General
Administrative Agent shall deem necessary or advisable to grant to the General
Administrative Agent or the Canadian Administrative Agent, as the case may be,
for the benefit of the Lenders, a Lien on such assets, (ii) take all actions
necessary or advisable to cause such Lien to be duly perfected in accordance
with all applicable Requirements of Law, including, without limitation, the
filing of financing statements in such jurisdictions as may be requested by the
General Administrative Agent or the Canadian Administrative Agent, as the case
may be, and (iii) if requested by the General Administrative Agent, deliver to
the General Administrative Agent legal opinions relating to the matters
described in clauses (i) and (ii) immediately preceding, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the General
Administrative Agent.

                  (b) With respect to any Person that, subsequent to the Closing
Date, becomes a Subsidiary (other than a Subsidiary of the Canadian Borrower),
promptly upon the request of the General Administrative Agent: (i) execute and
deliver to the General Administrative Agent, for the benefit of the Lenders, a
new pledge agreement or such amendments to the Guarantee and Collateral
Agreement as the General Administrative Agent shall deem necessary or advisable
to grant to the General Administrative Agent, for the benefit of the Lenders, a
Lien on the Capital Stock of such Subsidiary which is owned by the Company or
any of its Subsidiaries, (ii) deliver to the General Administrative Agent the
certificates representing such Capital Stock, together with undated stock powers
executed and delivered in blank by a duly authorized officer of the Company or
such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to
become a party to the Guarantee and Collateral Agreement, and (B) to take all
actions necessary or advisable to cause the Lien created by the Guarantee and
Collateral Agreement to be duly perfected in accordance with all applicable
Requirements of Law, including, without limitation, the filing of financing
statements in such jurisdictions as may be requested by the General
Administrative Agent and (iv) if requested by the General Administrative Agent,
deliver to the General Administrative Agent legal opinions relating to the
matters described in clauses (i), (ii) and (iii) immediately preceding, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the General Administrative Agent.

                  (c) With respect to any Person that, subsequent to the Closing
Date, becomes a Subsidiary of the Canadian Borrower, promptly upon the request
of the General Administrative Agent: (i) execute and deliver to the Canadian
Administrative Agent a new


<PAGE>   81


                                                                              75



pledge agreement or such amendments to the Canadian Collateral Documents as the
General Administrative Agent shall deem necessary or advisable to grant to the
Canadian Administrative Agent, for the benefit of the Canadian Lenders, a Lien
on the Capital Stock of such Subsidiary which is owned by the Canadian Borrower
or any of its Subsidiaries, (ii) deliver to the Canadian Administrative Agent
any certificates representing such Capital Stock, together with undated stock
powers executed and delivered in blank by a duly authorized officer of the
Canadian Borrower or such Subsidiary, as the case may be, and take or cause to
be taken all such other actions under the law of the jurisdiction of
organization of such Subsidiary as may be necessary or advisable to perfect such
Lien on such Capital Stock, (iii) cause such Subsidiary to become a guarantor
under the Canadian Collateral Documents and to grant security interests in its
personal property assets and (iv) if requested by the General Administrative
Agent, deliver to the General Administrative Agent legal opinions relating to
the matters described in clauses (i), (ii) and (iii) immediately preceding,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the General Administrative Agent.

                  9.11 Canadian Benefit and Pension Plans. (a) For each existing
Canadian Pension Plan and Canadian Benefit Plan and for any Canadian Pension
Plan or Canadian Benefit Plan hereafter adopted, the Canadian Borrower and its
Subsidiaries shall in a timely fashion perform all obligations (including
fiduciary, funding, investment and administration obligations) required to be
performed in connection with such plan and the funding media therefor in
accordance with the terms of such plan and all Requirements of Law.

                  (b) Each of the Canadian Borrower and its Subsidiaries shall
deliver to the General Administrative Agent (A) if requested by the Canadian
Administrative Agent, acting reasonably, promptly after the filing thereof by
the Canadian Borrower or such Subsidiary with any applicable Governmental
Authority, copies of each annual and other return, report or valuation with
respect to each Canadian Pension Plan, copies of any actuarial report with
respect to each Canadian Pension Plan (whether or not required by any
Governmental Authority) and (B) promptly after receipt thereof, a copy of any
direction, notice or other communication (i) in respect of any breach of
Applicable Law, (ii) which would have the effect of increasing the funding
obligation in respect of each such plan, or (iii) which could result in the
imposition of any Lien on any of the properties or assets of the Canadian
Borrower or such Subsidiary, and any order or ruling that the Canadian Borrower
or such Subsidiary may receive from any applicable Governmental Authority with
respect to any Canadian Pension Plan.

                  9.12 Interest Rate Protection. Within 90 days after the
Closing Date, obtain interest rate protection for a period through May 31, 1999
for a notional amount at least equal to 50% of Consolidated Total Funded Debt on
terms and conditions satisfactory to the General Administrative Agent.


                         SECTION 10. NEGATIVE COVENANTS



<PAGE>   82


                                                                              76



                  The Company hereby agrees that, so long as the Commitments
remain in effect, any Loan, Reimbursement Obligation, Acceptance Reimbursement
Obligation, Acceptance Note or Letter of Credit remains outstanding or any
amount is owing to any Lender or either Administrative Agent hereunder or under
any other Loan Document, the Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly:

                  10.1  Financial Condition Covenants.

                  (a) Consolidated Total Leverage Ratio. Permit the Consolidated
Total Leverage Ratio as at the last day of any fiscal quarter of the Company
ending during any fiscal year set forth below, commencing with the fiscal
quarter ending August 31, 1997, to exceed the ratio set forth below opposite
such fiscal year:
<TABLE>
<CAPTION>

                                                                 Consolidated Total
                       Fiscal Year                                  Leverage Ratio
                       -----------                                  --------------
                           <S>                                         <C>
                           1997                                        3.50:1.00
                           1998                                        3.50:1.00
                           1999                                        3.25:1.00
                           2000                                        2.75:1.00
                           2001                                        2.50:1.00
                           2002                                        2.50:1.00
                           2003                                        2.25:1.00
                           2004                                        2.00:1.00
                           2005                                        2.00:1.00
</TABLE>


                  (b) Fixed Charge Coverage Ratio. Permit the Fixed Charge
Coverage Ratio as at the last day of any fiscal quarter ending during any fiscal
year set forth below, commencing with the fiscal quarter ending August 31, 1997,
to be less than the ratio set forth below opposite such fiscal year:
<TABLE>
<CAPTION>

                                                             Fixed
                     Fiscal Year                     Charge Coverage Ratio
                     -----------                     ---------------------
                        <S>                                <C>
                        1997                               1.25:1.00
                        1998                               1.25:1.00
                        1999                               1.25:1.00
                        2000                               1.50:1.00
                        2001                               1.50:1.00
                        2002                               1.50:1.00
                        2003                               1.50:1.00
                        2004                               1.50:1.00
                        2005                               1.50:1.00
</TABLE>

                  (c) Interest Coverage Ratio. Permit the Interest Coverage
Ratio for any period of four consecutive fiscal quarters of the Company (or, if
less, the number of full fiscal quarters ending subsequent to the Closing Date)
ending with any fiscal quarter ending during


<PAGE>   83


                                                                              77



any fiscal year set forth below, commencing with the fiscal quarter ending
August 31, 1997, to be less than the ratio set forth below opposite such fiscal
year:
<TABLE>
<CAPTION>

                                                            Interest
                     Fiscal Year                         Coverage Ratio
                     -----------                      -----------------
                        <S>                                <C>
                        1997                               2.00:1.00
                        1998                               2.00:1.00
                        1999                               2.25:1.00
                        2000                               2.25:1.00
                        2001                               2.50:1.00
                        2002                               3.00:1.00
                        2003                               3.00:1.00
                        2004                               3.00:1.00
                        2005                               3.00:1.00
</TABLE>

                  (d) Maximum Ratio of Contingent Obligations to Operating Cash
Flow. Permit the ratio of (i) Consolidated Contingent Obligations on the last
day of any fiscal quarter ending during any fiscal year set forth below,
commencing with the fiscal quarter ending August 31, 1997, to (ii) Consolidated
Operating Cash Flow for the period of four consecutive fiscal quarters ending on
such last day to be less than the ratio set forth below opposite such fiscal
year:
<TABLE>
<CAPTION>

                                                     Ratio of Consolidated Contingent Obligations
                     Fiscal Year                         to Consolidated Operating Cash Flow
                     -----------                     --------------------------------------------
                        <S>                                         <C>
                        1997                                        1.50:1.00
                        1998                                        1.50:1.00
                        1999                                        1.50:1.00
                        2000                                        1.20:1.00
                        2001                                        1.20:1.00
                        2002                                        1.20:1.00
                        2003                                        1.20:1.00
                        2004                                        1.20:1.00
                        2005                                        1.20:1.00
</TABLE>

For purposes of calculating the foregoing covenants of this Section 10.1 for any
period of four full fiscal quarters, the applicable income statement items for
any Person acquired by the Company or its Subsidiaries during such period shall
be included on a pro forma basis for such period of four full fiscal quarters
(assuming the consummation of each such acquisition and the incurrence or
assumption of any Indebtedness in connection therewith occurred on the first day
of such period of four full fiscal quarters and assuming only such cost
reductions as are related to such acquisition and are immediately realizable as
of the date of such acquisition) if (i) the consolidated balance sheet of such
acquired Person and its consolidated Subsidiaries as at the end of the period
preceding the acquisition of such Person and the related consolidated statements
of income and stockholders' equity and of cash flows for such period have been
reported on without a qualification arising out of the scope of the audit (other
than a "going concern" or like qualification or exception) by independent
certified


<PAGE>   84


                                                                              78



public accountants of nationally recognized standing and (ii) such audited
consolidated financial statements have been previously provided to the General
Administrative Agent and the Lenders.

                  10.2 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except:

                  (a) Indebtedness of the Borrowers under this Agreement;

                  (b) Indebtedness of the Company to any Subsidiary and of any
         Subsidiary to the Company or any other Subsidiary;

                  (c) Indebtedness of the Company and any of its Subsidiaries
         incurred to finance the acquisition of fixed or capital assets (whether
         pursuant to a loan, a Financing Lease or otherwise) in an aggregate
         principal amount not exceeding as to the Company and its Subsidiaries
         $20,000,000 at any one time outstanding;

                  (d) Indebtedness of the Canadian Borrower under the Canadian
         Operating Facility incurred for working capital purposes in an
         aggregate principal amount not exceeding C$20,000,000 at any one time
         outstanding;

                  (e) Indebtedness of the Company under the NationsBank Line of
         Credit incurred for working capital purposes in an aggregate principal
         amount not exceeding $10,000,000 at any one time outstanding;

                  (f) Indebtedness outstanding on the date hereof and listed on
         Schedule 10.2(f) and any refinancings, refundings, renewals or
         extensions thereof;

                  (g) Indebtedness of a corporation which becomes a Subsidiary
         after the date hereof, provided that (i) such indebtedness existed at
         the time such corporation became a Subsidiary and was not created in
         anticipation thereof and (ii) immediately after giving effect to the
         acquisition of such corporation by the Company no Default or Event of
         Default shall have occurred and be continuing; and

                  (h) additional Indebtedness of the Company not exceeding
         $5,000,000 in aggregate principal amount at any one time outstanding.

                  10.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens for taxes not yet due or which are being contested
         in good faith by appropriate proceedings, provided that adequate
         reserves with respect thereto are maintained on the books of the
         Company or its Subsidiaries, as the case may be, in conformity with
         GAAP;



<PAGE>   85


                                                                              79



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

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

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

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

                  (f) Liens in existence on the date hereof listed on Schedule
         10.3(f), securing Indebtedness permitted by Section 10.2(f), provided
         that no such Lien is spread to cover any additional property after the
         Closing Date and that the amount of Indebtedness secured thereby is not
         increased;

                  (g) Liens securing Indebtedness of the Company and its
         Subsidiaries permitted by Section 10.2(c) incurred to finance the
         acquisition of fixed or capital assets, provided that (i) such Liens
         shall be created substantially simultaneously with the acquisition of
         such fixed or capital assets, (ii) such Liens do not at any time
         encumber any property other than the property financed by such
         Indebtedness, (iii) the amount of Indebtedness secured thereby is not
         increased and (iv) the principal amount of Indebtedness secured by any
         such Lien shall at no time exceed 90% of the original purchase price of
         such property at the time it was acquired;

                  (h) Liens on assets of any Foreign Subsidiary securing
         Indebtedness of such Foreign Subsidiary permitted by Section 10.2(f);

                  (i) Liens on the property or assets of a corporation which
         becomes a Subsidiary after the date hereof securing Indebtedness
         permitted by Section 10.2(g), provided that (i) such Liens existed at
         the time such corporation became a Subsidiary and were not created in
         anticipation thereof, (ii) any such Lien is not spread to cover any
         property or assets of such corporation after the time such corporation
         becomes a Subsidiary, and (iii) the amount of Indebtedness secured
         thereby is not increased;



<PAGE>   86


                                                                              80



                  (j) Liens (not otherwise permitted hereunder) which secure
         obligations not exceeding (as to the Company and all Subsidiaries)
         $5,000,000 in aggregate amount at any time outstanding; and

                  (k) Liens created pursuant to the Security Documents.

                  10.4 Limitation on Guarantee Obligations. Create, incur,
assume or suffer to exist any Guarantee Obligation except:

                  (a) Guarantee Obligations in existence on the date hereof and
         listed on Schedule 10.4;

                  (b) Guarantee Obligations of the Company or any of its
         Subsidiaries in respect of Indebtedness and other Obligations of
         Subsidiaries which are permitted to be incurred by such Subsidiaries
         hereunder;

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

                  (d) Guarantee Obligations incurred after the date hereof in an
         aggregate amount not to exceed (i) $25,000,000 at any one time
         outstanding for the Company and its Domestic Subsidiaries and (ii)
         $10,000,000 at any one time outstanding for the Company's Foreign
         Subsidiaries; and

                  (e) the Guarantee Obligations under this Agreement or any
         Security Document.

                  10.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

                  (a) any Subsidiary of the Company (other than the Canadian
         Borrower) may be merged or consolidated with or into the Company
         (provided that the Company shall be the continuing or surviving
         corporation) or with or into any one or more wholly owned Subsidiaries
         of the Company (provided that the wholly owned Subsidiary or
         Subsidiaries shall be the continuing or surviving corporation); and

                  (b) any wholly owned Subsidiary (other than the Canadian
         Borrower) may sell, lease, transfer or otherwise dispose of any or all
         of its assets (upon voluntary liquidation or otherwise) to the Company
         or any other wholly owned Subsidiary of the Company.



<PAGE>   87


                                                                              81



                  10.6 Limitation on Disposition of Assets. Dispose of any of
its property, business or assets (including, without limitation, receivables and
leasehold interests), whether now owned or hereafter acquired, or, in the case
of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock
to any Person other than the Company or any wholly owned Subsidiary, except:

                  (a) the sale or other Disposition of obsolete or worn out
         property in the ordinary course of business;

                  (b) the sale or other Disposition of any property (other than
         inventory), provided that the aggregate book value of all assets so
         sold or disposed of in any period of twelve consecutive months shall
         not exceed 5% of consolidated total assets of the Company and its
         Subsidiaries as at the beginning of such twelve-month period;

                  (c) the sale of inventory in the ordinary course of business;

                  (d) the sale or discount without recourse of accounts
         receivable arising in the ordinary course of business in connection
         with the compromise or collection thereof; and

                  (e) as permitted by Section 10.5(b).

                  10.7 Limitation on Dividends. Declare or pay any dividend
(other than dividends payable solely in common stock of the Person making such
dividend) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of any class of Capital Stock of
the Company or any of its Subsidiaries or any warrants or options to purchase
any such Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of the Company or any Subsidiary (such
declarations, payments, setting apart, purchases, redemptions, defeasances,
retirements, acquisitions and distributions being herein called "Restricted
Payments"), except that any Subsidiary may make Restricted Payments to the
Company or any wholly owned Subsidiary of the Company and so long as, on the
date of such Restricted Payment, both before and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing (a) the
Company may make Restricted Payments to Holdings to service the Seller Note and
the Westinghouse Debt, provided that (i) each such Restricted Payment shall be
made on the date on which a cash payment of interest under the Seller Note or of
principal or interest under the Westinghouse Debt is due and shall be in an
amount not greater than the amount of such cash payment, and such cash payment
in respect of such Indebtedness shall be made by Holdings on such date and (b)
the Company may make Restricted Payments to Holdings to provide for payment in
the ordinary course of business of taxes, directors' fees, stock exchange fees,
and other costs and expenses of its operations as a public company permitted by
the Guarantee and Collateral Agreement.

                  10.8 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes,


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debentures or other securities of or any assets constituting a business unit of,
or make any other investment in, any Person, except :

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

                  (b) investments in Cash Equivalents;

                  (c) acquisitions of interests in any Persons engaged in the
         hazardous and industrial waste management services industry, provided
         that (i) the aggregate amount of cash expended and Indebtedness assumed
         in connection with all such investments does not exceed $50,000,000
         during the term of this Agreement and (ii) after giving pro forma
         effect to any such investment, no Default or Event of Default shall
         have occurred and be continuing (including, without limitation,
         pursuant to Section 10.1, with compliance with Section 10.1 being
         determined on a pro forma basis as determined in the manner described
         in the last paragraph of Section 10.1);

                  (d) loans to officers of the Company listed on Schedule 10.8
         in aggregate principal amounts outstanding not to exceed the respective
         amounts set forth for such officers on said Schedule;

                  (e) loans and advances to employees of the Company or its
         Subsidiaries for travel, entertainment and relocation expenses in the
         ordinary course of business in an aggregate amount for the Company and
         its Subsidiaries not to exceed $1,000,000 at any one time outstanding;

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

                  (g) investments by the Company and its Domestic Subsidiaries
         in the Canadian Borrower, the proceeds of which are used solely to
         repay the Canadian Borrower Obligations, and additional investments by
         the Company and its Domestic Subsidiaries in the Canadian Borrower in
         an amount not exceeding $15,000,000 in the aggregate during the term of
         this Agreement;

                  (h) investments by the Canadian Borrower in any of its
         Subsidiaries that have guaranteed the Canadian Borrower Obligations;

                  (i) loans by the Company to its employees in connection with
         management incentive plans in an aggregate amount not to exceed
         $1,000,000.

                  10.9 Limitation on Optional Payments and Modifications of Debt
Instruments. (a) Make any optional payment or prepayment on or redemption or
purchase of any Indebtedness (other than Indebtedness under this Agreement), (b)
amend, modify or change, or consent or agree to any amendment, modification or
change to any of the terms relating to the payment or prepayment or principal of
or interest on any such Indebtedness (other than any such amendment,
modification or change which would extend the maturity or reduce the


<PAGE>   89


                                                                              83



amount of any payment of principal thereof or which would reduce the rate or
extend the date for payment of interest thereon), or (c) amend the subordination
provisions of the Seller Note.

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

                  10.11 Limitation on Sales and Leasebacks. Enter into any
arrangement with any Person providing for the leasing by the Company or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by the Company or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Company or such
Subsidiary.

                  10.12 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Company to end on a day other than August 31, unless the Company
shall have provided to the General Administrative Agent evidence satisfactory to
it that such change will have no effect on the calculation of, or compliance by
the Company with, the covenants set forth in Section 10.1; or permit the fiscal
years of the Company and Holdings to end on different days.

                  10.13 Limitation on Negative Pledge Clauses. Enter into with
any Person any agreement, other than (a) this Agreement and (b) any industrial
revenue bonds, purchase money mortgages or Financing Leases permitted by this
Agreement (in which cases, any prohibition or limitation shall only be effective
against the assets financed thereby), which prohibits or limits the ability of
the Company or any of its Subsidiaries to create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired.

                  10.14 Limitation on Lines of Business. Enter into any
business, either directly or through any Subsidiary, except for those businesses
in which the Company and its Subsidiaries are engaged on the date of this
Agreement or which are directly related thereto.

                  10.15 Canadian Benefit and Pension Plans. Permit the Canadian
Borrower or any of its Subsidiaries to directly, or indirectly, (a) terminate or
cause to terminate, in whole or in part, or initiate the termination of, in
whole or in part, any Canadian Pension Plan so as to result in any liability to
any of them which could have a Material Adverse Effect, (b) permit to exist any
event or condition in respect of any Canadian Pension Plan which presents the
risk of liability of the Canadian Borrower or any of its Subsidiaries which
could have a Material Adverse Effect, (c) enter into any new Canadian Pension
Plan or Canadian Benefit Plan or modify any such existing plans so as to
increase its obligations thereunder which could result in any liability to any
of them and which could have a Material Adverse Effect;


<PAGE>   90


                                                                              84



(d) permit the greater of the going concern unfunded liability or the solvency
deficiency under Canadian Pension Plans, but only to the extent they are
permitted to remain unfunded under Requirements of Law, to exceed (in the
aggregate, taking into account all Canadian Pension Plans of the Canadian
Borrower and its Subsidiaries) C$5,000,000, (e) fail to make minimum required
contributions to amortize any funding deficiencies under a Canadian Pension Plan
within the time period set out in any Requirements of Law, (f) fail to make a
required contribution under any Canadian Pension Plan or Canadian Benefit Plan
which could result in the imposition of a Lien upon the assets of any of the
Canadian Borrower or any of its Subsidiaries within 30 days after the date such
payment becomes due, unless such payment is being contested pursuant to Section
9.3; (g) make any improper withdrawals or applications of assets of a Canadian
Pension Plan or Canadian Benefit Plan or (h) accept payment of any amount from
any Canadian Pension Plan.

                  10.16 Hedging Agreements. Enter into any Hedging Agreement
outside the ordinary course of business or for speculative purposes.

                          SECTION 11. EVENTS OF DEFAULT

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

                  (a) Either Borrower shall fail to pay any principal of any
         Loan when due in accordance with the terms thereof or hereof; or either
         Borrower shall fail to pay any interest on any Loan, or any other
         amount payable hereunder, within five days after any such interest or
         other amount becomes due in accordance with the terms thereof or
         hereof; or

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

                  (c) The Company or any other Loan Party shall default in the
         observance or performance of any agreement contained in Section 10 of
         this Agreement or Section 5 of the Guarantee and Collateral Agreement;
         or

                  (d) The Company or any other Loan Party shall default in the
         observance or performance of any other agreement contained in this
         Agreement or any other Loan Document (other than as provided in
         paragraphs (a) through (c) of this Section), and such default shall
         continue unremedied for a period of 30 days; or

                  (e) Holdings, the Company or any of its Subsidiaries shall (i)
         default in any payment of principal of or interest of any Indebtedness
         (other than the Loans) or in the payment of any Guarantee Obligation,
         beyond the period of grace (not to exceed 30 days), if any, provided in
         the instrument or agreement under which such Indebtedness


<PAGE>   91


                                                                              85



         or Guarantee Obligation was created; or (ii) default in the observance
         or performance of any other agreement or condition relating to any such
         Indebtedness or Guarantee Obligation or contained in any instrument or
         agreement evidencing, securing or relating thereto, or any other event
         shall occur or condition exist, the effect of which default or other
         event or condition is to cause, or to permit the holder or holders of
         such Indebtedness or beneficiary or beneficiaries of such Guarantee
         Obligation (or a trustee or agent on behalf of such holder or holders
         or beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to become due prior to its stated maturity
         or such Guarantee Obligation to become payable; provided, however, that
         no Default or Event of Default shall exist under this paragraph unless
         the aggregate amount of Indebtedness and/or Guarantee Obligations in
         respect of which any default or other event or condition referred to in
         this paragraph shall have occurred shall be equal to at least
         $5,000,000; or

                  (f) (i) Holdings, the Company or any of its Subsidiaries shall
         commence any case, proceeding or other action (A) under any existing or
         future law of any jurisdiction, domestic or foreign, relating to
         bankruptcy, insolvency, reorganization or relief of debtors, seeking to
         have an order for relief entered with respect to it, or seeking to
         adjudicate it a bankrupt or insolvent, or seeking reorganization,
         arrangement, adjustment, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (B)
         seeking appointment of a receiver, trustee, custodian, conservator or
         other similar official for it or for all or any substantial part of its
         assets, or Holdings, the Company or any of its Subsidiaries shall make
         a general assignment for the benefit of its creditors; or (ii) there
         shall be commenced against Holdings, the Company or any of its
         Subsidiaries any case, proceeding or other action of a nature referred
         to in clause (i) above which (A) results in the entry of an order for
         relief or any such adjudication or appointment or (B) remains
         undismissed, undischarged or unbonded for a period of 60 days; or (iii)
         there shall be commenced against Holdings, the Company or any of its
         Subsidiaries any case, proceeding or other action seeking issuance of a
         warrant of attachment, execution, distraint or similar process against
         all or any substantial part of its assets which results in the entry of
         an order for any such relief which shall not have been vacated,
         discharged, or stayed or bonded pending appeal within 60 days from the
         entry thereof; or (iv) Holdings, the Company or any of its Subsidiaries
         shall take any action in furtherance of, or indicating its consent to,
         approval of, or acquiescence in, any of the acts set forth in clause
         (i), (ii), or (iii) above; or (v) Holdings, the Company or any of its
         Subsidiaries shall generally not, or shall be unable to, or shall admit
         in writing its inability to, pay its debts as they become due; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of the Company or any Commonly Controlled
         Entity, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed, or a trustee
         shall be appointed, to administer or to terminate,


<PAGE>   92


                                                                              86



         any Single Employer Plan, which Reportable Event or commencement of
         proceedings or appointment of a trustee is, in the reasonable opinion
         of the Required Lenders, likely to result in the termination of such
         Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
         shall terminate for purposes of Title IV of ERISA, (v) the Company or
         any Commonly Controlled Entity shall, or in the reasonable opinion of
         the Required Lenders is likely to, incur any liability in connection
         with a withdrawal from, or the Insolvency or Reorganization of, a
         Multiemployer Plan or (vi) any other event or condition shall occur or
         exist with respect to a Plan; and in each case in clauses (i) through
         (vi) above, such event or condition, together with all other such
         events or conditions, if any, could have a Material Adverse Effect; or

                  (h) One or more judgments or decrees shall be entered against
         the Company or any of its Subsidiaries involving in the aggregate a
         liability (not paid or fully covered by insurance) of $10,000,000 or
         more, and all such judgments or decrees shall not have been vacated,
         discharged, stayed or bonded pending appeal within 60 days from the
         entry thereof; or

                  (i) (i) Any of the Security Documents shall cease, for any
         reason, to be in full force and effect, or either Borrower or any other
         Loan Party which is a party to any of the Security Documents shall so
         assert or (ii) the Lien created by any of the Security Documents shall
         cease to be enforceable and of the same effect and priority purported
         to be created thereby; or

                  (j) The Guarantee and Collateral Agreement shall cease, for
         any reason, to be in full force and effect or any Guarantor shall so
         assert; or

                  (k) A Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section with respect to the
Company or the Canadian Borrower, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement (including, without limitation,
all Acceptance Reimbursement Obligations, regardless of whether or not such
Acceptance Reimbursement Obligations are then due and payable) and the other
Loan Documents (including, without limitation, all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder) shall immediately become due
and payable, and (B) if such event is any other Event of Default, either or both
of the following actions may be taken: (i) with the consent of the Majority
Facility Lenders under the Revolving Credit Facility, the General Administrative
Agent may, or upon the request of the Majority Facility Lenders under the
Revolving Credit Facility, the General Administrative Agent shall, by notice to
the Company declare the Revolving Credit Commitments to be terminated forthwith,
whereupon such commitments shall immediately terminate; and (ii) with the
consent of the Required Lenders, the General Administrative Agent may, or upon
the request of the Required Lenders, the General Administrative Agent shall, by
notice to the Borrowers, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement (including,


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                                                                              87



without limitation, all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder, and all Acceptance Reimbursement Obligations,
regardless of whether or not such Acceptance Reimbursement Obligations are then
due and payable) and the other Loan Documents to be due and payable forthwith,
whereupon the same shall immediately become due and payable.

                  With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph, the Company shall at such time deposit in a
cash collateral account opened by the General Administrative Agent an amount
equal to the aggregate then undrawn and unexpired amount of such Letters of
Credit. Amounts held in such cash collateral account shall be applied by the
General Administrative Agent to the payment of drafts drawn under such Letters
of Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Company hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Company hereunder and under the other Loan Documents shall have been paid in
full, the balance, if any, in such cash collateral account shall be returned to
the Company (or such other Person as may be lawfully entitled thereto).

                  With respect to all outstanding Acceptance Reimbursement
Obligations in respect of Acceptances which have not matured at the time of an
acceleration pursuant to the paragraph above, the Canadian Borrower shall at
such time deposit in a cash collateral account opened by and maintained by the
Canadian Administrative Agent an amount equal to the aggregate undiscounted face
amount of all such unmatured Acceptances. Amounts held in such cash collateral
account shall be applied by the Canadian Administrative Agent to the payment of
maturing Acceptances, and any balance in such account shall be applied to repay
other obligations of the Canadian Borrower hereunder and under any Notes. After
all Acceptance Reimbursement Obligations shall have been satisfied and all other
obligations of the Canadian Borrower hereunder and under any Notes shall have
been paid in full, the balance, if any, in such cash collateral account shall be
returned to the Canadian Borrower.

                  Except as otherwise expressly provided above in this Section
11, the Borrowers waive presentment, demand, protest or other notice of any
kind.


                  SECTION 12. THE ADMINISTRATIVE AGENTS; OTHERS

                  12.1 Appointment. Each Lender hereby irrevocably designates
and appoints Toronto Dominion (Texas), Inc. as the General Administrative Agent
and The Toronto-Dominion Bank as the Canadian Administrative Agent of such
Lender under this Agreement and the other Loan Documents, and each such Lender
irrevocably authorizes the General Administrative Agent and the Canadian
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to the General Administrative
Agent and the Canadian Administrative Agent, respectively, by the terms of this
Agreement


<PAGE>   94


                                                                              88



and the other Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agents shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against either
Administrative Agent.

                  Each Issuing Lender shall act on behalf of the Lenders with
respect to Letters of Credit issued by it under this Agreement and the documents
associated therewith. It is understood and agreed that each Issuing Lender (a)
shall have all of the benefits and immunities (i) provided to an Administrative
Agent in this Section 12 with respect to acts taken or omissions suffered by
such Issuing Lender in connection with Letters of Credit issued by it under this
Agreement and the documents associated therewith as fully as if the term
"General Administrative Agent", "Canadian Administrative Agent" or
"Administrative Agent", as used in this Section 12, included such Issuing Lender
with respect to such acts or omissions and (ii) as additionally provided in this
Agreement and (b) shall have all of the benefits of the provisions of Section
12.7 as fully as if the term "General Administrative Agent", "Canadian
Administrative Agent" or "Administrative Agent", as used in Section 12.7,
included such Issuing Lender.

                  Each Lender authorizes and directs the Administrative Agents
to execute and deliver the Intercreditor Agreement.

                  12.2 Delegation of Duties. Each Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Neither Administrative
Agent shall be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

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



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                                                                              89



                  12.4 Reliance by Administrative Agents. Each Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrowers),
independent accountants and other experts selected by such Administrative Agent.
Each Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with such Administrative Agent. Each
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders or Majority Facility
Lenders, as applicable, as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. Each Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, in any case
where this Agreement specifically requires the consent of the Majority Facility
Lenders under any Facility, such Majority Facility Lenders), and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Loans.

                  12.5 Notice of Default. Neither Administrative Agent shall be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless such Administrative Agent has received notice from a
Lender or the Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that an Administrative Agent receives such a notice, such Administrative
Agent shall give notice thereof to the Lenders. Each Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders or Majority Facility Lenders, as
applicable; provided that unless and until the Administrative Agents shall have
received such directions, the Administrative Agents may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

                  12.6 Non-Reliance on Administrative Agents and Other Lenders.
(a) Each Lender expressly acknowledges that neither Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that no act by
either Administrative Agent hereinafter taken, including any review of the
affairs of the Company or the Canadian Borrower, shall be deemed to constitute
any representation or warranty by such Administrative Agent to any Lender. Each
Lender represents to each Administrative Agent that it has, independently and
without reliance upon such Administrative Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Company and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without


<PAGE>   96


                                                                              90



reliance upon either Administrative Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Company. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by such Administrative Agent hereunder, each
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Company or the Canadian Borrower which may come into the possession of such
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

                  (b) For purposes of determining compliance with the conditions
specified in Section 8.1, each Lender that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by either Administrative Agent or the
Company to such Lender prior to the Closing Date, or required thereunder to be
consented to or approved by or acceptable or satisfactory to such Lender.

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

                  12.8 Agent in Its Individual Capacity. Each Administrative
Agent and its respective Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrowers as though such
Administrative Agent were not an Administrative Agent hereunder and under the
other Loan Documents. With respect to the Loans made by it and with respect to
any Letter of Credit issued or participated in by it, each Administrative Agent
shall have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not an
Administrative Agent, and the terms "Lender" and "Lenders" shall include such
Administrative Agent in its individual capacity.


<PAGE>   97


                                                                              91




                  12.9   Successor Agent. Either Administrative Agent may resign
as Administrative Agent upon 10 days' notice to the Lenders. If either
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent (provided
that it shall have been approved by the Company), shall succeed to the rights,
powers and duties of such Administrative Agent hereunder. Effective upon such
appointment and approval, the term "General Administrative Agent" or "Canadian
Administrative Agent", as the case may be, shall mean such successor agent, and
such former Administrative Agent's rights, powers and duties as General
Administrative Agent or Canadian Administrative Agent, as the case may be, shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. After any retiring Administrative Agent's resignation as
an Administrative Agent, the provisions of this Section 12 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.

                  12.10 Others. Neither the Arranger, the Syndication Agent nor
any Managing Agent, in such respective capacities, shall have any duties or
responsibilities, or incur any liabilities, under this Agreement or the other
Loan Documents.

                  SECTION 13.  GUARANTEE

                  13.1   Guarantee. In order to induce the Administrative Agents
and the Lenders to execute and deliver this Agreement and to make or maintain
Extensions of Credit to the Canadian Borrower hereunder, and to induce the
Canadian Operating Facility Lender to enter into the Canadian Operating Facility
and to make loans to the Canadian Borrower thereunder, and in consideration
thereof, the Company hereby unconditionally and irrevocably guarantees to the
Administrative Agents, for the ratable benefit of the Lenders to which Canadian
Borrower Obligations are owed and to the Canadian Operating Facility Lender, the
prompt and complete payment and performance by the Canadian Borrower when due
(whether at stated maturity, by acceleration or otherwise) of the Canadian
Borrower Obligations and the Canadian Operating Facility Obligations,
respectively, and the Company further agrees to pay any and all expenses
(including, without limitation, all reasonable fees, charges and disbursements
of counsel) which may be paid or incurred by either Administrative Agent, the
Lenders or the Canadian Operating Facility Lender in enforcing, or obtaining
advice of counsel in respect of, any of their rights under the guarantee
contained in this Section 13. The guarantee contained in this Section 13,
subject to Section 13.5, shall remain in full force and effect until the
Canadian Borrower Obligations and the Canadian Operating Facility Obligations
are paid in full, the Commitments are terminated, no Extensions of Credit are
outstanding and the Canadian Operating Facility is terminated, notwithstanding
that from time to time prior thereto the Canadian Borrower may be free from any
obligations or liabilities under this Agreement or the Canadian Operating
Facility.

                  The Company agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agents, any Lender or the
Canadian Operating Facility Lender on account of its liability under this
Section 13, it will notify the


<PAGE>   98


                                                                              92



Administrative Agents and such lender in writing that such payment is made under
the guarantee contained in this Section 13 for such purpose. No payment or
payments made by the Canadian Borrower or any other Person or received or
collected by either Administrative Agent, any Lender or the Canadian Operating
Facility Lender from the Canadian Borrower or any other Person by virtue of any
action or proceeding or any setoff or appropriation or application, at any time
or from time to time, in reduction of or in payment of the Canadian Borrower
Obligations or the Canadian Operating Facility Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of the Company under
this Section 13 which, notwithstanding any such payment or payments, shall
remain liable for the Canadian Borrower Obligations or the Canadian Operating
Facility Obligations, as the case may be, until, subject to Section 13.5, the
Canadian Borrower Obligations are paid in full, the Canadian Term Loan
Commitments are terminated and no Letters of Credit are outstanding, the
Canadian Operating Facility Obligations are paid in full and the Canadian
Operating Facility is terminated.

                  13.2 No Subrogation, Contribution, Reimbursement or Indemnity.
Notwithstanding anything to the contrary in this Section 13, the Company hereby
irrevocably waives all rights which may have arisen in connection with the
guarantee contained in this Section 13 to be subrogated to any of the rights
(whether contractual, under the United States Bankruptcy Code (or similar action
under any successor law or under any comparable law), including Section 509
thereof, under common law or otherwise) of the Administrative Agents, any Lender
or the Canadian Operating Facility Lender against the Canadian Borrower or
against either Administrative Agent or any such lender for the payment of the
Canadian Borrower Obligations or the Canadian Operating Facility Obligations,
until all the Canadian Borrower Obligations and Canadian Operating Facility
Obligations shall have been paid in full and each of the Canadian Term Loan
Commitments and the Canadian Operating Facility shall have been terminated. The
Company hereby further irrevocably waives all contractual, common law, statutory
and other rights of reimbursement, contribution, exoneration or indemnity (or
any similar right) from or against the Canadian Borrower or any other Person
which may have arisen in connection with the guarantee contained in this Section
13, until the Canadian Borrower Obligations and the Canadian Operating Facility
Obligations shall have been paid in full and the Canadian Term Loan Commitments
and the Canadian Operating Facility shall have been terminated. So long as the
Canadian Borrower Obligations or the Canadian Operating Facility Obligations
remain outstanding, if any amount shall be paid by or on behalf of the Canadian
Borrower to the Company on account of any of the rights waived in this Section
13.2, such amount shall be held by the Company in trust, segregated from other
funds of the Company, and shall, forthwith upon receipt by the Company, be
turned over to the Canadian Administrative Agent in the exact form received by
the Company (duly indorsed by the Company to the Canadian Administrative Agent,
if required), to be applied against the Canadian Borrower Obligations and the
Canadian Operating Facility Obligations, whether matured or unmatured, in such
order as the Canadian Administrative Agent may determine. The provisions of this
Section 13.2 shall survive the term of the guarantee contained in this Section
13 and the payment in full of the Canadian Borrower Obligations and the Canadian
Operating Facility Obligations and the termination of the Canadian Term Loan
Commitments and the Canadian Operating Facility.



<PAGE>   99


                                                                              93



                  13.3 Amendments, etc. with respect to the Canadian Borrower
Obligations. The Company shall remain obligated under this Section 13
notwithstanding that, without any reservation of rights against the Company, and
without notice to or further assent by the Company, any demand for payment of or
reduction in the principal amount of any of the Canadian Borrower Obligations or
the Canadian Operating Facility Obligations made by either Administrative Agent,
any Lender or the Canadian Operating Facility Lender may be rescinded by such
Administrative Agent or such lender, and any of the Canadian Borrower
Obligations or the Canadian Operating Facility Obligations, as the case may be,
continued, and the Canadian Borrower Obligations or the Canadian Operating
Facility Obligations, as the case may be, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by such Administrative Agent, any Lender or the Canadian
Operating Facility Lender, and this Agreement, any other Loan Document, and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Lenders (or
the Required Lenders, as the case may be) may deem advisable (or in the case of
the Canadian Operating Facility Obligations, as the Canadian Operating Facility
Lender may deem advisable) from time to time, and any collateral security,
guarantee or right of offset at any time held by either Administrative Agent,
any Lender or the Canadian Operating Facility for the payment of the Canadian
Borrower Obligations or the Canadian Operating Facility may be sold, exchanged,
waived, surrendered or released. Neither Administrative Agents nor any Lender or
the Canadian Operating Facility Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Canadian Borrower Obligations, the Canadian Operating Facility Obligations or
for the guarantee contained in this Section 13 or any property subject thereto.

                  13.4 Guarantee Absolute and Unconditional. The Company waives
any and all notice of the creation, renewal, extension or accrual of any of the
Canadian Borrower Obligations or the Canadian Operating Facility Obligations and
notice of or proof of reliance by either Administrative Agent, any Lender or the
Canadian Operating Facility Lender upon the guarantee contained in this Section
13 or acceptance of the guarantee contained in this Section 13; the Canadian
Borrower Obligations and the Canadian Operating Facility Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Section 13; and all dealings between the Canadian Borrower or
the Company, on the one hand, and either Administrative Agent, the Lenders
and/or the Canadian Operating Facility Lender, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 13. The Company waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Canadian Borrower or the Company with respect to the Canadian
Borrower Obligations and the Canadian Operating Facility Obligations. The
guarantee contained in this Section 13 shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (a) the
validity or enforceability of this Agreement or any other Loan Document or the
Canadian Operating Facility, any of the Canadian Borrower Obligations or the
Canadian Operating Facility Obligations or any collateral security therefor


<PAGE>   100


                                                                              94



or guarantee or right of offset with respect thereto at any time or from time to
time held by either Administrative Agent, any Lender or the Canadian Operating
Facility Lender, (b) any defense, setoff or counterclaim (other than a defense
of payment or performance) which may at any time be available to or be asserted
by the Borrowers against either Administrative Agent, any Lender or the Canadian
Operating Facility Lender, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Canadian Borrower or the Company) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Canadian Borrower for the Canadian Borrower Obligations or the
Canadian Operating Facility Obligations, or of the Company under the guarantee
contained in this Section 13, in bankruptcy or in any other instance. When
either Administrative Agent, any Lender or the Canadian Operating Facility
Lender is pursuing its rights and remedies under this Section 13 against the
Company, such Administrative Agent or any such lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the
Canadian Borrower or any other Person or against any collateral security or
guarantee for the Canadian Borrower Obligations or the Canadian Operating
Facility Obligations or any right of offset with respect thereto, and any
failure by such Administrative Agent or any such lender to pursue such other
rights or remedies or to collect any payments from the Canadian Borrower or any
such other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the Canadian Borrower
or any such other Person or of any such collateral security, guarantee or right
of offset, shall not relieve the Company of any liability under this Section 13,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agents, the Lenders and
the Canadian Operating Facility Lender against the Company.

                  13.5 Reinstatement. The guarantee contained in this Section 13
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Canadian Borrower Obligations
or the Canadian Operating Facility Obligations is rescinded or must otherwise be
restored or returned by either Administrative Agent, any Lender or the Canadian
Operating Facility Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Canadian Borrower or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Canadian Borrower or any substantial part of its
property, or otherwise, all as though such payments had not been made.

                  13.6 Payments. The Company hereby agrees that any payments in
respect of the Canadian Borrower Obligations and the Canadian Operating Facility
Obligations pursuant to this Section 13 will be paid to the Canadian
Administrative Agent without setoff or counterclaim in Canadian Dollars, at the
office of the Canadian Administrative Agent specified in Section 14.2.


                  SECTION 14.  MISCELLANEOUS

                  14.1 Amendments and Waivers. Neither this Agreement, the
Intercreditor Agreement nor any other Loan Document, nor any terms hereof or
thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section. The


<PAGE>   101


                                                                              95



Required Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agents may, from time to time, (a) enter into with the Borrowers
written amendments, supplements or modifications hereto and to the other Loan
Documents or the Intercreditor Agreement for the purpose of adding any
provisions to this Agreement, the other Loan Documents or the Intercreditor
Agreement or changing in any manner the rights of the Lenders or of the
Borrowers hereunder or thereunder or (b) waive, on such terms and conditions as
the Required Lenders or the Administrative Agents, as the case may be, may
specify in such instrument, any of the requirements of this Agreement or the
other Loan Documents or the Intercreditor Agreement or any Default or Event of
Default and its consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall (i) reduce the amount or extend the
scheduled date of maturity of any Loan or of any installment thereof, or reduce
the stated rate of any interest or fee payable hereunder or extend the scheduled
date of any payment thereof or increase the amount or extend the expiration date
of any Lender's Commitments or extend the expiry date of any Letter of Credit
beyond the date referred to in Section 3.1(a), or modify the provisions of
Section 6.9, in each case without the consent of each Lender affected thereby,
or (ii) amend, modify or waive any provision of this Section or reduce the
percentage specified in the definition of Required Lenders or Majority Facility
Lenders, or consent to the assignment or transfer by either Borrower of any of
its rights and obligations under this Agreement and the other Loan Documents or
release all or substantially all of the Collateral or release all or
substantially all of the Guarantors from their obligations under the Guarantee
and Collateral Agreement, in each case without the written consent of all the
Lenders, (iii) amend, modify or waive any provision of Section 4 or 5 without
the consent of the Majority Facility Lenders under the Canadian Term Loan
Facility, (iv) amend, modify or waive any provision of Section 12 without the
written consent of the Administrative Agents, (v) amend, modify or waive any
provision of Section 3 without the written consent of each Issuing Lender, (vi)
amend, modify or waive any provision of Section 13 without the consent of all
the Canadian Lenders or (vii) amend, modify or waive any provision of Section
6.3 without the consent of the Majority Facility Lenders under each Facility.
Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Borrowers, the
Lenders, the Agents and all future holders of the Loans. In the case of any
waiver, the Borrowers, the Lenders and the Agents shall be restored to their
former positions and rights hereunder and under the other Loan Documents, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

                  14.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three days after being
deposited in the mails, postage prepaid, or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been confirmed, addressed as
follows in the case of the Borrowers, the General Administrative Agent and the
Canadian Administrative Agent, and as set forth in Schedule 1 in the case of the
other parties hereto, or to such other address as may be hereafter notified by
the respective parties hereto:


<PAGE>   102


                                                                              96




                         The Company:     Laidlaw Chem-Waste, Inc.
                                          1301 Gervais Street, 3rd Floor
                                          Columbia, South Carolina  29201
                                          Attention: Paul Humphreys
                                          Fax: (803) 933-4346

               The Canadian Borrower:     Laidlaw Environmental (Canada) Ltd.
                                          c/o Laidlaw Chem-Waste, Inc.
                                          1301 Gervais Street, 3rd Floor
                                          Columbia, South Carolina  29201
                                          Attention: Paul Humphreys
                                          Fax: (803) 933-4346

    The General Administrative Agent:     Toronto Dominion (Texas), Inc.
                                          909 Fannin Street, Suite 1700
                                          Houston, Texas 77010
                                          Attention:  Jano Mott
                                          Fax: (703) 951-9921

   The Canadian Administrative Agent:     The Toronto-Dominion Bank
                                          8th Floor, Toronto Dominion Bank Tower
                                          Toronto Dominion Centre
                                          Toronto, Ontario M5K 1A2
                                          Attention: Manager Agency
                                          Fax: (416) 982-5535

provided that any notice, request or demand to or upon the General
Administrative Agent, the Canadian Administrative Agent or the Lenders pursuant
to Section 2.2, 2.4, 2.6, 4.2, 5.2, 5.5, 6.2, 6.3 and 6.4 shall not be effective
until received.

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

                  14.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

                  14.5 Payment of Expenses and Taxes. The Company agrees (a) to
pay or reimburse each Administrative Agent for all its out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment,


<PAGE>   103


                                                                              97



supplement or modification to, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including, without limitation, the reasonable fees and disbursements of
counsel to such Administrative Agent (b) to pay or reimburse each Lender, the
General Administrative Agent and the Canadian Administrative Agent for all its
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the fees and disbursements of counsel
to each Lender and of counsel to such Administrative Agent, (c) to pay,
indemnify, and hold each Lender and each Administrative Agent harmless from, any
and all recording and filing fees and any and all liabilities with respect to,
or resulting from any delay in paying, stamp, excise and other taxes, if any,
which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, indemnify, and hold each
Lender and each Administrative Agent harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including,
without limitation, any of the foregoing relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of the Company or any of its Subsidiaries or any of the facilities or
properties owned, leased or operated by the Company or any of its Subsidiaries
(all the foregoing in this clause (d), collectively, the "indemnified
liabilities"), provided that the Borrowers shall have no obligation hereunder to
any person seeking indemnification with respect to indemnified liabilities
arising from the gross negligence or willful misconduct of such person. Without
limiting the foregoing, and to the extent permitted by applicable law, the
Company agrees, and shall cause each of its Subsidiaries to agree, not to
assert, and hereby waives and agrees to cause each of its Subsidiaries to waive,
all rights for contribution or any other rights of recovery with respect to all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of whatever kind or nature whatsoever, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against each Lender and each Administrative Agent. The agreements in
this Section shall survive repayment of the Loans and all other amounts payable
hereunder.

                  14.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrowers, the Lenders, the Administrative Agents, all future holders of the
Loans, the Reimbursement Obligations and the Acceptance Reimbursement
Obligations and their respective successors and assigns, except that no Borrower
may assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender.

                  (b) Any Lender may, in the ordinary course of its commercial
banking or institutional financial business and in accordance with applicable
law, at any time sell to one or more banks or other entities ("Participants")
participating interests in any Loan owing to


<PAGE>   104


                                                                              98



such Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Loan Documents; provided that, in the case of
participations in any Canadian Term Loan granted by a Canadian Lender, such
Participant must be a resident of Canada for purposes of the Tax Act unless such
participation is granted pursuant to Section 14.7. In the event of any such sale
by a Lender of a participating interest to a Participant, such Lender's
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan or
other interest for all purposes under this Agreement and the other Loan
Documents, and the Borrowers and the Administrative Agents shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Loan Documents. No
Lender shall be entitled to create in favor of any Participant, in the
participation agreement pursuant to which such Participant's participating
interest shall be created or otherwise, any right to vote on, consent to or
approve any matter relating to this Agreement or any other Loan Document except
for those specified in clauses (i) and (ii) of the proviso to Section 14.1. Each
of the Borrowers agrees that if amounts outstanding under this Agreement are due
or unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an Event of Default, each Participant shall, to the maximum
extent permitted by applicable law, be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement, provided that, in purchasing
such participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in Section 14.7(a) as
fully as if it were a Lender hereunder. Each of the Borrowers also agrees that
each Participant shall be entitled to the benefits of Sections 6.11, 6.12 and
6.13 with respect to its participation in the Commitments and the Loans and
other amounts outstanding from time to time as if it was a Lender; provided
that, in the case of Section 6.12, such Participant shall have complied with the
requirements of said Section and provided, further, that no Participant shall be
entitled to receive any greater amount pursuant to any such Section than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred.

                  (c) Any Lender may, in the ordinary course of its commercial
banking or institutional financial business and in accordance with applicable
law, at any time and from time to time assign to any Lender or any affiliate
thereof or, with the consent of the Company and the General Administrative Agent
(which in each case shall not be unreasonably withheld or delayed), to an
additional bank, financial institution or mutual fund (an "Assignee") all or any
part of its rights and obligations under this Agreement and the other Loan
Documents pursuant to an Assignment and Acceptance, substantially in the form of
Exhibit L, executed by such Assignee, such assigning Lender (and, in the case of
an Assignee that is not then a Lender or an affiliate thereof, by the Company
and the General Administrative Agent) and delivered to the Administrative Agent
for its acceptance and recording in the Register, provided that no such
assignment to an Assignee (other than any Lender or any affiliate thereof) shall
be in an aggregate principal amount of less than $5,000,000 (other than in the
case of an assignment of all of a Lender's interests under this Agreement),
unless otherwise agreed by the Company and the General Administrative Agent. Any
such assignment need


<PAGE>   105


                                                                              99



not be ratable as among the Facilities. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with a Commitment as set forth
therein, and (y) the assigning Lender thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such assigning Lender shall cease to be a party hereto).
Notwithstanding any provision of this paragraph (c) and paragraph (e) of this
Section, the consent of the Company shall not be required, and, unless requested
by the Assignee and/or the assigning Lender, new Notes shall not be required to
be executed and delivered by any Borrower, for any assignment which occurs at
any time when any Event of Default shall have occurred and be continuing.

                  (d) The General Administrative Agent, on behalf of the
Borrowers, shall maintain at the address of the General Administrative Agent
referred to in Section 14.2 a copy of each Assignment and Acceptance delivered
to it and a register (the "Register") for the recordation of the names and
addresses of the Lenders and the Commitments of, and principal amounts of the
Loans owing to, each Lender from time to time. The entries in the Register shall
be conclusive, in the absence of manifest error, and the Borrowers, the
Administrative Agents and the Lenders may (and, in the case of any Loan or other
obligation hereunder not evidenced by a Note, shall) treat each Person whose
name is recorded in the Register as the owner of a Loan or other obligation
hereunder as the owner thereof for all purposes of this Agreement and the other
Loan Documents, notwithstanding any notice to the contrary. Any assignment of
any Loan or other obligation hereunder not evidenced by a Note shall be
effective only upon appropriate entries with respect thereto being made in the
Register.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof, by the Company and the General
Administrative Agent) together with payment to the General Administrative Agent
of a registration and processing fee of $3,500, the General Administrative Agent
shall (i) promptly accept such Assignment and Acceptance and (ii) on the
effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Lenders and the relevant Borrower.

                  (f) Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee,
subject to the provisions of Section 14.16, any and all financial information in
such Lender's possession concerning the Borrowers and their Affiliates which has
been delivered to such Lender by or on behalf of the Borrowers pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of the
Borrowers in connection with such Lender's credit evaluation of the Borrower and
its Affiliates prior to becoming a party to this Agreement.

                  (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to


<PAGE>   106


                                                                             100



absolute assignments and that such provisions do not prohibit assignments
creating security interests, including, without limitation, any pledge or
assignment by a Lender of any Loan or Note to any Federal Reserve Bank in
accordance with applicable law.

                  14.7 Adjustments; Set-off. (a) If any Lender (a "benefitted
Lender") (i) shall at any time prior to any date on which the Commitments are
terminated and the Loans become due and payable pursuant to Section 11 (an
"Acceleration") receive any payment of all or part of its Extensions of Credit
made by it to any Borrower, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by set-off or otherwise),
in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of such other Lender's Extensions of Credit
made by it to such Borrower, or interest thereon (in each case except to the
extent that this Agreement provides for payments to be allocated to the Lenders
under a particular Facility) or (ii) shall at any time after an Acceleration
receive any payment of all or part of the aggregate amount of the Extensions of
Credit made by such benefitted Lender to all Borrowers, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily, by set-off,
pursuant to events or proceedings of the nature referred to in Section 11(f), or
otherwise), in a greater proportion than any such payment or collateral received
by any other Lender, if any, in respect by the aggregate amount of the
Extensions of Credit made by such Lender to all Borrowers, or interest thereon,
then, in each case described in the foregoing clauses (i) and (ii), such
benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender's Extensions of Credit, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such benefitted Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders (to the extent required by the foregoing clause (i) or (ii),
as applicable); provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrowers, any such notice being expressly waived by the Borrowers to the extent
permitted by applicable law, upon any amount becoming due and payable by a
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch, agency or
Affiliate thereof to or for the credit or the account of the Borrower. Each
Lender agrees promptly to notify the Borrowers and the Administrative Agents
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

                  14.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one


<PAGE>   107


                                                                             101



and the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Company and the each Administrative Agent.

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

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

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

                  14.12 Submission To Jurisdiction; Waivers. (a) Each Borrower
hereby irrevocably and unconditionally:

                        (i) submits for itself and its property in any legal
         action or proceeding relating to this Agreement and the other Loan
         Documents to which it is a party, or for recognition and enforcement of
         any judgement in respect thereof, to the non-exclusive general
         jurisdiction of the courts of the State of New York, the courts of the
         United States of America for the Southern District of New York, and
         appellate courts from any thereof;

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

                      (iii) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Borrower at its address set forth in Section 14.2 or
         at such other address of which each Administrative Agent shall have
         been notified pursuant thereto;

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



<PAGE>   108


                                                                             102



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

                  (b) The Canadian Borrower hereby irrevocably appoints the
Company as its agent for service of process in any proceeding referred to in
Section 14.2(a) and agrees that service of process in any such proceeding may be
made by mailing or delivering a copy thereof to it care of the Company at its
address for notice set forth in Section 14.2(a).

                  14.13 Acknowledgments. Each Borrower hereby acknowledges that:

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

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

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

                  14.14 WAIVERS OF JURY TRIAL.  EACH OF THE BORROWERS,
THE ADMINISTRATIVE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  14.15 Judgment. (a) If for the purpose of obtaining judgment
in any court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the General Administrative Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

                  (b) The obligation of each Borrower in respect of any sum due
from it to any Lender hereunder shall, notwithstanding any judgment in a
currency (the "Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
"Agreement Currency"), be discharged only to the extent that on the Business Day
following receipt by such Lender of any sum adjudged to be so due in the
Judgment Currency such Lender may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency; if the amount of
Agreement Currency so purchased is less than the sum originally due to such
Lender in the


<PAGE>   109


                                                                             103



Agreement Currency, such Borrower agrees notwithstanding any such judgment to
indemnify such Lender against such loss, and if the amount of the Agreement
Currency so purchased exceeds the sum originally due to any Lender, such Lender
agrees to remit to such Borrower such excess.

                  14.16 Confidentiality. Each Lender agrees to keep confidential
all non-public information provided to it by the Company pursuant to this
Agreement that is designated by the Company in writing as confidential; provided
that nothing herein shall prevent any Lender from disclosing any such
information (i) to its affiliates, the Administrative Agents or any other
Lender, (ii) to any Transferee which agrees to comply with the provisions of
this subsection, (iii) to its employees, directors, agents, attorneys,
accountants and other professional advisors, or to direct or indirect
contractual counterparts in swap agreements relating to swaps with a Borrower or
such contractual counterparties' professional advisors provided that any such
contractual counterparty or its professional advisors shall agree to keep such
confidential information confidential, (iv) upon the request or demand of any
Governmental Authority having jurisdiction over such Lender, (v) in response to
any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (vi) which has been publicly
disclosed other than in breach of this Agreement, or is currently publicly
available or is in the possession of a Lender on a nonconfidential basis or is
disclosed to a Lender on a nonconfidential basis by a person who in so doing has
not violated a duty of confidentiality owing to the Company (vii) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender or (viii) in connection with the exercise of any remedy
hereunder.




<PAGE>   110


                                                                             104




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


                                  LAIDLAW CHEM-WASTE, INC.                     
                                                                               
                                                                               
                                  By:/s/ Paul Humphreys                        
                                     -----------------------------------
                                     Title: Senior Vice President              
                                                                               
                                                                               
                                  LAIDLAW ENVIRONMENTAL SERVICES               
                                    (CANADA) LTD.                              
                                                                               
                                                                               
                                  By:/s/ Paul Humphreys                        
                                     -----------------------------------
                                     Title: Senior Vice President              
                                                                               
                                                                               
                                  TORONTO DOMINION (TEXAS), INC.,              
                                    as General Administrative Agent and Lender 
                                                                               
                                                                               
                                  By:/s/ Clark Terriff                         
                                     -----------------------------------
                                     Title: Director, Attorney in Fact         
                                                                               
                                                                               
                                  THE TORONTO-DOMINION BANK,                   
                                    as Canadian Administrative Agent and Lender
                                                                               
                                                                               
                                  By:/s/ Bruce Chambers                        
                                     -----------------------------------
                                     Title: Manager                            
                                                                               
                                  By:/s/ David Pankhurst                       
                                     -----------------------------------
                                     Title: Manager                            
                                                                               
                                                                               
                                  TD SECURITIES (USA) INC.,                    
                                    as Arranger                                
                                                                               
                                                                               
                                  By:/s/ Brendan J. O'Halloran                 
                                     -----------------------------------
                                     Title: Managing Director                  
                                           

<PAGE>   111


                                                                             105


                                 THE BANK OF NOVA SCOTIA,                   
                                   as Managing Agent and Lender             
                                                                            
                                                                            
                                 By:/s/ William E. Zarrett                  
                                    ---------------------------------------
                                    Title: Senior Relationship Manager      
                                                                            
                                                                            
                                 THE FIRST NATIONAL BANK OF CHICAGO,        
                                   as Managing Agent and Lender             
                                                                            
                                                                            
                                 By:/s/ Courtney R. Wood                    
                                    ---------------------------------------
                                    Title: Vice President                   
                                                                            
                                                                            
                                 NATIONSBANK, N.A.,                         
                                   as Syndication Agent, Managing Agent and 
                                    Lender                                  
                                                                            
                                                                            
                                 By:/s/ David F. Sachenmaier, Jr.           
                                    ---------------------------------------
                                    Title: Vice President                   
                                                                            
                                                                            
                                 BHF-BANK AKTIENGESELLSCHAFT                
                                                                            
                                                                            
                                 By:/s/ Linda M. Pace                       
                                    ---------------------------------------
                                    Title: Vice President                   
                                                                            
                                                                            
                                 By:/s/ Thomas Scifo                        
                                    ---------------------------------------
                                    Title: Assistant Vice President         
                                                                            
                                                                            
                                 COMERICA BANK                              
                                                                            
                                                                            
                                 By:/s/ Marian L. Enright                   
                                    ---------------------------------------
                                    Title: Vice President                   
                                                                            


<PAGE>   112


                                                                             106


                                 THE INDUSTRIAL BANK OF JAPAN,              
                                  LIMITED                                   
                                                                            
                                                                            
                                 By:/s/ Takuya Honjo                        
                                    --------------------------------------
                                    Title: Senior Vice President            
                                                                            
                                                                            
                                 LTCB TRUST COMPANY                         
                                                                            
                                                                            
                                 By:/s/ John J. Sullivan                    
                                    --------------------------------------
                                    Title: Executive Vice President         
                                                                            
                                                                            
                                 BANK OF SCOTLAND                           
                                                                            
                                                                            
                                 By:/s/ Annie Chin Fat                      
                                    --------------------------------------
                                    Title: Assistant Vice President         
                                                                            
                                                                            
                                 CITIBANK N.A., NEW YORK                    
                                                                            
                                                                            
                                 By:/s/ Thomas Bolin                        
                                    --------------------------------------
                                    Title: Attorney in Fact                 
                                                                            
                                                                            
                                 CREDIT LYONNAIS ATLANTA AGENCY             
                                                                            
                                                                            
                                 By:/s/ David M. Cawrse                     
                                    --------------------------------------
                                    Title: First Vive President & Manager   
                                                                            
                                                                            
                                 LEHMAN COMMERCIAL PAPER INC.               
                                                                            
                                                                            
                                 By:/s/ Dennis J. Dee                       
                                    --------------------------------------
                                    Title: Vice President                   
                                 

<PAGE>   113


                                                                             107

                                 THE MITSUBISHI TRUST AND BANKING   
                                  CORPORATION                       
                                                                    
                                                                    
                                 By:/s/ Hachiro Hosoda              
                                    ---------------------------------------
                                    Title: Senior Vice President    
                                                                    
                                 MORGAN STANLEY SENIOR FUNDING, INC.
                                                                    
                                                                    
                                 By:/s/ Christopher Pucillo         
                                    ---------------------------------------
                                    Title: Vice President           
                                                                    
                                                                    
                                 COOPERATIEVE CENTRALE RAIFFEISEN-  
                                 BOERENLEENBANK B.A., "RABOBANK     
                                 NEDERLAND", NEW YORK BRANCH        
                                                                    
                                                                    
                                 By:/s/ Thomas Dawe                 
                                    ---------------------------------------
                                    Title: Vice President           
                                                                    
                                                                    
                                 By:/s/ Ian Reece                   
                                    ---------------------------------------
                                    Title: Senior Credit Officer    
                                                                    
                                                                    
                                 SOUTHERN PACIFIC THRIFT & LOAN     
                                  ASSOCIATION                       
                                                                    
                                                                    
                                 By:/s/ Charles D. Martorano        
                                    ---------------------------------------
                                    Title: Senior Vice President    
                                                                    
                                                                    
                                 BANK OF MONTREAL                   
                                                                    
                                                                    
                                 By:/s/ Rebecca D. Kuntz            
                                    ---------------------------------------
                                    Title: Director                 
                                 

<PAGE>   114


                                                                             108

                                 THE BANK OF TOKYO-MITSUBISHI,          
                                 LIMITED                                
                                                                        
                                                                        
                                 By:/s/ Nicholas J. Cambell             
                                    ---------------------------------------
                                    Title: Attorney in Fact             
                                                                        
                                                                        
                                 BANK OF TOKYO-MITSUBISHI (CANADA)      
                                                                        
                                                                        
                                 By:/s/ Ted Vanderlaan                  
                                    ---------------------------------------
                                    Title: Vice-President               
                                                                        
                                                                        
                                 FLEET NATIONAL BANK                    
                                                                        
                                                                        
                                 By:/s/ Robert Rubino                   
                                    ---------------------------------------
                                    Title: Vice President               
                                                                        
                                                                        
                                 HELLER FINANCIAL, INC.                 
                                                                        
                                                                        
                                 By:/s/ Joann L. Holman                 
                                    ---------------------------------------
                                    Title: Assistant Vice President     
                                                                        
                                                                        
                                 IMPERIAL BANK, A CALIFORNIA BANKING    
                                  CORPORATION                           
                                                                        
                                                                        
                                 By:/s/ Ray Valdalma                    
                                    ---------------------------------------
                                    Title: Senior Vice President        
                                                                        
                                                                        
                                 THE SANWA BANK LIMITED                 
                                  ATLANTA AGENCY                        
                                                                        
                                                                        
                                 By:/s/ Andrew N. Hammond               
                                    ---------------------------------------
                                    Title: Vice President               
                                                                        

<PAGE>   115


                                                                             109

                                 SOCIETE GENERALE                   
                                                                    
                                                                    
                                 By:/s/ Ralph Saheb                 
                                    ---------------------------------------
                                    Title: Vice President & Manager 
                                                                    
                                                                    
                                 THE SUMITOMO BANK, LIMITED         
                                                                    
                                                                    
                                 By:/s/ Masayuki Fukushima          
                                    ---------------------------------------
                                    Title: Joint General Manager    
                                                                    
                                                                    
                                 THE SUMITOMO TRUST & BANKING CO.,  
                                  LTD., NEW YORK BRANCH             
                                                                    
                                 By:/s/ Suraj Bhatia                
                                    ---------------------------------------
                                    Title: Senior Vice President    
                                                                    
                                                                    
                                 WACHOVIA BANK OF SOUTH CAROLINA,   
                                 N.A.                              
                                                                    
                                                                    
                                 By:/s/ Gina W. Lesslie             
                                    ---------------------------------------
                                    Title: Vice President           
                                                                    
                                                                    
                                 ALLSTATE INSURANCE COMPANY         
                                                                    
                                                                    
                                 By:/s/ Patricia W. Wilson          
                                    ---------------------------------------
                                    Title: Authorized Signatory     
                                                                    
                                 By:/s/ Ronald A. Mendel            
                                    ---------------------------------------
                                    Title: Authorized Signatory     
                                                                    
                                                                    
                                 THOROUGHBRED LIMITED PARTNERSHIP I 
                                 (APPALOOSA)                        
                                                                    
                                                                    
                                 By:/s/ James Bolin                 
                                    ---------------------------------------
                                    Title: Vice President           
                                 

<PAGE>   116


                                                                             110

                                 ING CAPITAL ADVISORS, INC.              
                                                                         
                                                                         
                                 By:/s/ Michael P. McAdams               
                                    ---------------------------------------
                                    Title: Managing Director             
                                                                         
                                                                         
                                 KZH HOLDING CORPORATION II              
                                                                         
                                                                         
                                 By:/s/ Virginia Conway                  
                                    ---------------------------------------
                                    Title: Authorized Agent              
                                                                         
                                                                         
                                 MERRILL LYNCH SENIOR FLOATING RATE      
                                 FUND, INC.                             
                                                                         
                                                                         
                                 By:/s/ Anthony R. Clemente              
                                    ---------------------------------------
                                    Title: Authorized Signatory          
                                                                         
                                                                         
                                 OCTAGON CREDIT INVESTORS LOAN           
                                 PORTFOLIO (A UNIT OF THE CHASE         
                                 MANHATTAN BANK)                         
                                                                         
                                                                         
                                 By:/s/ Joyce C. Delucca                 
                                    ---------------------------------------
                                    Title: Managing Director             
                                                                         
                                                                         
                                 PARIBAS CAPITAL FUNDING LLC             
                                                                         
                                                                         
                                 By:/s/ Eric A. Greene                   
                                    ---------------------------------------
                                    Title: Director                      
                                                                         
                                                                         
                                 PILGRIM AMERICA PRIME RATE TRUST        
                                                                         
                                                                         
                                 By:/s/ Daniel A. Norman                 
                                    ---------------------------------------
                                    Title: Senior Vice President         
                                 

<PAGE>   117


                                                                             111

                                 PPM AMERICA, INC.                           
                                                                             
                                                                             
                                 By:/s/ Michael DiRe                         
                                    ---------------------------------------
                                    Title: Manager Director                  
                                                                             
                                                                             
                                 KZH HOLDING CORPORATION                     
                                 (SUNAMERICA)                               
                                                                             
                                                                             
                                 By:/s/ Virginia Conway                      
                                    ---------------------------------------
                                    Title: Authorized Agent                  
                                                                             
                                                                             
                                 VAN KAMPEN AMERICAN CAPITAL PRIME           
                                 RATE INCOME TRUST                          
                                                                             
                                                                             
                                 By:/s/ Kathleen A. Zarn                     
                                    ---------------------------------------
                                    Title: Vice President                    
                                                                             
                                                                             
                                 FIRST CHICAGO NBD BANK, CANADA              
                                                                             
                                                                             
                                 By:/s/ James W. McNamee II                  
                                    ---------------------------------------
                                    Title: Chairman                          
                                                                             
                                                                             
                                 THE INDUSTRIAL BANK OF JAPAN                
                                 (CANADA)                                   
                                                                             
                                                                             
                                 By:/s/ Campbell McLeish                     
                                    ---------------------------------------
                                    Title: Senior Vice President             
                                                                             
                                                                             
                                 CREDIT LYONNAIS CANADA                      
                                                                             
                                                                             
                                 By:/s/ Glenn J. Hubert                      
                                    ---------------------------------------
                                    Title: Manager, Corporate Banking        
                                                                             
                                 By:/s/ Caroline M. Stade                    
                                    ---------------------------------------
                                    Title: Vice President, Corporate Banking 
                                 

<PAGE>   118


                                                                             112

                                 SANWA BANK CANADA                         
                                                                           
                                                                           
                                 By:/s/ Andrew N. Hammond                  
                                    ---------------------------------------
                                    Title: Attorney in Fact                
                                                                           
                                                                           
                                 THE SUMITOMO BANK OF CANADA               
                                                                           
                                                                           
                                 By:/s/ Alfred Lee                         
                                    ---------------------------------------
                                    Title: Vice President                  
                                                                           
                                                                           
                                 INTEGON LIFE INSURANCE CORPORATION        
                                                                           
                                     By: TCW Asset Management Company      
                                                                           
                                                                           
                                     By:/s/ Mark Gold                      
                                        -----------------------------------
                                          Title: Attorney in Fact          
                                                                           
                                                                           
                                 UNITED COMPANIES LIFE INSURANCE           
                                 COMPANY                                   
                                                                           
                                     By: TCW Asset Management Corporation  
                                                                           
                                                                           
                                     By:/s/ Mark Gold                      
                                        -----------------------------------
                                          Title: Attorney in Fact          
                                                                           
                                                                           
                                 CRESCENT/MACH I, L.P.                     
                                                                           
                                     By: TCW Asset Management Corporation, 
                                           its Investment Manager          
                                                                           
                                                                           
                                     By:/s/ Mark Gold                      
                                        -----------------------------------
                                          Title: Attorney in Fact          
                                 

<PAGE>   119




                                                                        Annex A

                                  PRICING GRID

<TABLE>
<CAPTION>

===============================================================================================================================
                                               Applicable           Applicable           Applicable
                                                 Margin             Margin for           Margin for
      Consolidated Total Leverage              for LIBOR            Base Rate             Canadian            Commitment
                 Ratio                           Loans                Loans              Term Loans            Fee Rate
-------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>                  <C>                  <C>   
Greater than or equal to
3.00:1.00                                        2.375%               1.375%               1.375%               0.500%
-------------------------------------------------------------------------------------------------------------------------------
Greater than or equal to
2.75:1.00, but less than
3.00:1.00                                        2.000%               1.000%               1.000%               0.500%
-------------------------------------------------------------------------------------------------------------------------------
Greater than or equal to
2.25:1.00, but less than
2.75:1.00                                        1.625%               0.625%               0.625%               0.375%
-------------------------------------------------------------------------------------------------------------------------------
Greater than or equal to
1.50:1.00, but less than
2.25:1.00                                        1.250%               0.250%               0.250%               0.375%
-------------------------------------------------------------------------------------------------------------------------------
Less than 1.50:1.00                              1.000%                   0%               0.000%               0.250%
===============================================================================================================================
</TABLE>


Changes in the Applicable Margin or in the Commitment Fee Rate resulting from
changes in the Consolidated Leverage Ratio shall become effective on the date
(the "Adjustment Date") on which financial statements are received by the
General Administrative Agent pursuant to Section 9.1(a) or 9.1(b) (but in any
event not later than the 45th day after the end of each of the first three
quarterly periods of each fiscal year or the 90th day after the end of each
fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph. If any financial statements
referred to above are not delivered within the time periods specified above,
then, until such financial statements are delivered, the Consolidated Total
Leverage Ratio as at the end of the fiscal period that would have been covered
thereby shall for the purposes of this definition be deemed to be greater than
3.00 to 1.00. Each determination of the Consolidated Total Leverage Ratio
pursuant to this definition shall be made with respect to the period of four
consecutive fiscal quarters of the Company ending at the end of the period
covered by the relevant financial statements.

Notwithstanding the foregoing, until the first Adjustment Date occurring
following the end of the first full fiscal quarter to be completed after the
Closing Date, the Applicable Margins and Commitment Fee Rate will be as set
forth above opposite Consolidated Total Leverage Ratio greater than or equal to
3.00:1:00.

<PAGE>   120
                                                                   Schedule 1.1A


                             U.S. LENDER COMMITMENTS
<TABLE>
<CAPTION>

                                      TRANCHE A TERM         TRANCHE B TERM         TRANCHE C TERM             REVOLVING
U.S. LENDER                           LOAN COMMITMENT        LOAN COMMITMENT        LOAN COMMITMENT        CREDIT C MMITMENT
-----------                           ---------------        ---------------        ---------------        -----------------
<S>                                   <C>                    <C>                    <C>                      <C>        
Toronto Dominion (Texas), Inc......   US$15,032,813          US$27,500,000          US$27,500,000            US$25,054,688
The Bank of Nova Scotia............       5,625,000                                                              9,375,000
The First National Bank of
 Chicago...........................       6,562,500              2,500,000              2,500,000               10,937,500
NationsBank, N.A...................       9,375,000                                                             15,625,000
BHF-Bank Aktiengesellschaft........       8,437,500                                                             14,062,500
Comerica Bank......................       8,437,500                                                             14,062,500
The Industrial Bank of Japan,
 Limited...........................       6,562,500                                                             10,937,500
LTCB Trust Company.................       8,437,500                                                             14,062,500
Bank of Scotland...................       5,625,000                                                              9,375,000
Citibank N.A., New York............       6,562,500                                                             10,937,500
Credit Lyonnais Atlanta Agency.....       3,750,000                                                              6,250,000
Lehman Commercial Paper Inc........       6,562,500                                                             10,937,500
The Mitsubishi Trust and
 Banking Corporation...............       6,562,500                                                             10,937,500
Morgan Stanley Senior Funding,
 Inc...............................       6,562,500              3,500,000              3,500,000               10,937,500
Cooperatieve Centrale
 Raiffeisen-Boerenleenbank
 B.A., "Rabobank Nederland",
 New York Branch...................       6,562,500                                                             10,937,500
Southern Pacific Thrift and Loan
 Association.......................       6,562,500                                                             10,937,500
Bank of Montreal...................       5,156,250                                                              8,593,750
The Bank of Tokyo-Mitsubishi,
 Limited...........................       3,867,187                                                              6,445,312
Fleet National Bank................       5,156,250                                                              8,593,750
Heller Financial, Inc..............       5,156,250                                                              8,593,750
Imperial Bank, a California
 Banking Corporation...............       5,156,250                                                              8,593,750
The Sanwa Bank Limited
 Atlanta Agency....................       3,281,250                                                              5,468,750
Societe Generale...................       5,156,250                                                              8,593,750
The Sumitomo Bank, Limited.........       4,537,500                                                              7,562,500
Sumitomo Trust & Banking Co.,
 Ltd., New York Branch.............       5,156,250                                                              8,593,750
Wachovia Bank of South
 Carolina, N.A.....................       5,156,250                                                              8,593,750
Allstate Insurance Company.........                              3,500,000              3,500,000
Thoroughbred Limited
 Partnership I.....................                              3,500,000              3,500,000
ING Capital Senior Secured.........                              1,750,000              1,750,000
KZH Holding Corporation II.........                              1,750,000              1,750,000
Merrill Lynch Senior Floating    
 Rate Fund, Inc....................                              2,500,000              2,500,000
</TABLE>



<PAGE>   121


                                                                               2
<TABLE>
<CAPTION>

                                      TRANCHE A TERM         TRANCHE B TERM         TRANCHE C TERM             REVOLVING
U.S. LENDER                           LOAN COMMITMENT        LOAN COMMITMENT        LOAN COMMITMENT        CREDIT C MMITMENT
-----------                           ---------------        ---------------        ---------------        -----------------
<S>                                   <C>                    <C>                    <C>                     <C>         
Octogon Credit Investors Loan
 Portfolio.........................                              3,500,000              3,500,000
Paribas Capital Funding LLC........                              1,500,000              1,500,000
Pilgrim America Prime Rate
 Trust.............................                              5,000,000              5,000,000
PPM America, Inc...................                              3,500,000              3,500,000
KZH Holding Corporation............                              3,500,000              3,500,000
Crescent/Mach I Partners, L.P......                              2,000,000              2,000,000
Integon Life Insurance
 Corporation.......................                              1,000,000              1,000,000
United Companies Life
 Insurance Company.................                              1,000,000              1,000,000
Van Kampen America Capital
 Prime Rate Income Trust...........                              7,500,000              7,500,000
                                      --------------         -------------          -------------           --------------

                                      US$165,000,000         US$75,000,000          US$75,000,000           US$275,000,000
                                      ==============         =============          =============           ==============
</TABLE>



<PAGE>   122

                                                                   Schedule 1.1B


                           CANADIAN LENDER COMMITMENTS
<TABLE>
<CAPTION>

                    CANADIAN LENDER                                   COMMITMENT
                    ---------------                                   ----------
                    <S>                                           <C>
                    The Toronto-Dominion Bank ................... US$19,912,500
                    The Bank of Nova Scotia .....................    10,000,000
                    First Chicago NBD Bank, Canada ..............     7,500,000
                    The Industrial Bank of Japan (Canada) .......     5,000,000
                    Credit Lyonnais Canada ......................     7,500,000
                    Bank of Tokyo-Mitsubishi (Canada) ...........     3,437,500
                    Sanwa Bank Canada ...........................     5,000,000
                    The Sumitomo Bank of Canada .................     1,650,000
                                                                  -------------
                                                                  US$60,000,000
                                                                  =============
</TABLE>

<PAGE>   123


                                   Schedule 2

                           Properties to be Mortgaged


1.       Lot 18, Research Park, as recorded in Liber 15 of Plats, pages 56-57,
         Washtenaw County Records, commonly known as 3985 Research Park Drive,
         Ann Arbor, Michigan.

2.       Lot 15, Research Park, as recorded in Liber 15 of Plats, pages 56-57,
         Washtenaw County Records, commonly known as 3965 Research Park Drive,
         Ann Arbor, Michigan.

3.       Approximately 3,685 Acres in 11 parcels of land located
         seven miles east of Mojave in Kern County, California.



<PAGE>   124

                                   Schedule 3

                        Mortgage Recording Jurisdictions


1.       Mortgage to be recorded in Washtenaw County, Michigan

2.       Deed of Trust to be recorded in Kern County, California


<PAGE>   125
                                  SCHEDULE 4

                    INITIAL CANADIAN COLLATERAL DOCUMENTS


DOCUMENTS RELATING TO THE CANADIAN BORROWER

1.      Share Pledge Agreement of the U.S. Borrower in respect of 35% of shares
        held in the Canadian Borrower;

2.      General Security Agreement of the Canadian Borrower;

3.      Share Pledge Agreement of the Canadian Borrower in respect of all shares
        held in Laidlaw Environmental Services Ltd.

DOCUMENTS RELATING TO THE CANADIAN SUBSIDIARIES

4.      Guarantees of each of the following Canadian Subsidiaries:

        (a)     Laidlaw Environmental Services Ltd.
        (b)     Laidlaw Environmental Services (B.C.) Ltd.
        (c)     I.W.M. Disposal Inc.
        (d)     Laidlaw Environmental Services (Sarnia) Ltd.
        (e)     1197296 Ontario Inc.
        (f)     Laidlaw Environmental Services (Ryley) Ltd.
        (g)     Laidlaw Environmental Services (Atlantic) Ltd.
        (h)     PPM Canada Inc.;

5.      Limited Guarantees of each of the Quebec incorporated Canadian
        Subsidiaries:

        (a)     Laidlaw Environmental Services (Quebec) Ltd.
        (b)     Les Enterprises D'Incineration Industrielle Tricil Inc.
        (c)     Laidlaw Environmental Services (Mercier) Ltd.;

6.      General Security Agreement of each of the following Canadian
        Subsidiaries:

        (a)     Laidlaw Environmental Services Ltd.
        (b)     Laidlaw Environmental Services (B.C.) Ltd.

<PAGE>   126


                                     -2-


        (c)     I.W.M. Disposal Inc.
        (d)     Laidlaw Environmental Services (Sarnia) Ltd.
        (e)     1197296 Ontario Inc.
        (f)     Laidlaw Environmental Services (Ryley) Ltd.
        (g)     Laidlaw Environmental Services (Atlantic) Ltd.
        (h)     PPM Canada Inc.,
        
7.      Hypothec of each of the Quebec incorporated Canadian Subsidiaries:

        (a)     Laidlaw Environmental Services (Quebec) Ltd.
        (b)     Les Enterprises D'Incineration Industrielle Tricil Inc.
        (c)     Laidlaw Environmental Services (Mercier) Ltd.

8.      Fixed and Floating Charge Debentures of each of the following Canadian
        Subsidiaries:

        (a)     Laidlaw Environmental Services Ltd.
        (b)     Laidlaw Environmental Services (Atlantic) Ltd.
        (c)     PPM Canada Inc.,


9.      General Assignments of Receivables of each of the following Canadian
        Subsidiaries:

        (a)     Laidlaw Environmental Services Ltd.
        (b)     Laidlaw Environmental Services (Atlantic) Ltd.
        (c)     PPM Canada Inc.;

10.     Share Pledge Agreement of each of the following Canadian Subsidiaries
        in respect of all shares held in other Canadian Subsidiaries:

        (a)     Laidlaw Environmental Services Ltd.
        (b)     Laidlaw Environmental Services (B.C.) Ltd.
        (c)     Laidlaw Environmental Services (Sarnia) Ltd.
        (d)     Laidlaw Environmental Services (Quebec) Ltd.
<PAGE>   127
                               CREDIT AGREEMENT


                                                                    Schedule 7.9


1.      Lawsuit styled Douglas K. Dieter v. The Regents of The University of
California, et al. (including Solvent Services, Inc. "SSI") filed in the United
States District Court for The Eastern District of California (Case No.:
CIV-S-95-686 DFL GGH) relative to patent rights in an in-situ, steam injection,
remedial technology patent claimed by Plaintiff, a former employee of SSI while
a student at the University of California at Berkeley.

2.      Lawsuit styled Frank Manchak, Jr. v. Chemical Waste Management, Inc. et
al. (including Laidlaw Environmental Services, Inc. and Rollins Environmental
Services (TX) Inc.) filed in the U.S. District Court for the District of
Delaware (Case No.: 95-709) relative to patent rights claimed by the Plaintiff
in a stabilization process involving the combination of sludge and a calcium
oxide containing material through a mixer.

3.      Letter to USPCI dated 2/14/97 from Harding, Earley, Follmer & Frailey
representing Nittany Tarp, owner of US Patent No. 4,948,193, claiming that USPCI
is infringing upon the patent, offering opportunity to enter into licensing
agreement.  Responded that letter was routed to our supplier.  Supplier's
attorney, Laubscher & Laubscher responded by letter dated 3/26/97 denying
infringement, declining offer for license, stated that matter considered closed.

4.      Letter to Laidlaw Environmental Services, Inc. ("LESI") dated April 12,
1996 from McBride Baker & Coles, representing Software Publishers Association
("SPA") claiming that LESI is utilizing unlicensed copies of software on
personal computers.  Various correspondence has ensued.  Latest correspondence
from LESI dated 10/9/96 offering to settle claims on a reasonable basis.  No
response from SPA attorney.

5.      Letter to LESI dated May 1, 1996 from Donahue, Gallagher, Woods & Wood
representing Business Software Alliance, alleging that LESI may have installed
more copies of software programs on its personal computers than it is
authorized to use.  Various correspondence has ensued.  Last correspondence
dated 4/9/97 from BSA attorney suggesting resolution of matter, LESI conducting
further research before responding.
<PAGE>   128
<TABLE>
<CAPTION>
                                                                                                         Schedule 7.16 
                                                                                                         ------------- 
<S>                                                                                                    <C>
                                                                                                              Delaware 
Laidlaw Environmental Services, Inc.*                                                                         Delaware 
        Laidlaw Environmental Services of Illinois, Inc.                                                      Illinois 
        GSX Chemical Services of Ohio, Inc.                                                                       Ohio 
        Laidlaw Environmental Services (BDT), Inc.                                                            New York 
        Laidlaw Environmental Services (FS), Inc. (87%)                                                       Delaware 
        Laidlaw Environmental Services (GS), Inc.                                                            Tennessee 
        Laidlaw Environmental Services of Chattanooga, Inc.                                                  Tennessee 
        Laidlaw Environmental Services of White Castle, Inc.                                                  Colorado 
        Laidlaw Environmental Services (Recovery), Inc.                                                      Louisiana 
        Laidlaw Environmental Services (TS), Inc.                                                             Delaware 
        Laidlaw Environmental Services (Imperial Valley), Inc. (50%)                                        California 
        Laidlaw Environmental Services (Lokern), Inc. (23%)                                                 California 
        Laidlaw Environmental Services of California, Inc.                                                  California 
                Laidlaw Environmental Services (Imperial Valley), Inc. (50%)                                California
                Laidlaw Environmental Services (Lokern), Inc. (77%)                                         California
        Laidlaw Environmental Services of South Carolina, Inc.                                          South Carolina
        Laidlaw Environmental Services (North East), Inc.                                                New Hampshire
        Corsan Trucking, Inc. (75%)                                                                          Louisiana
        Laidlaw Environmental Services (TES), Inc.                                                               Texas
                Corsan Trucking, Inc. (25%)                                                                  Louisiana
        Laidlaw Chemical Services, Inc.                                                                  Massachusetts
        Laidlaw Environmental Services (TOC), Inc.                                                      South Carolina
        Laidlaw Environmental Services (TG), Inc.                                                             Delaware
        Redox, Inc.                                                                                           Delaware
        Laidlaw Environmental Services (Altair), Inc.                                                            Texas
                Laidlaw Environmental Services (FS), Inc. (13%)                                               Delaware
        Laidlaw Environmental Services (WT), Inc.                                                                 Ohio
        Laidlaw Environmental Services of Bartow, Inc.                                                         Florida
        Laidlaw Environmental Services (Thermal Treatment), Inc.                                              Delaware
        LEMC, Inc.                                                                                            Delaware
        Laidlaw Osco Holdlings, Inc.                                                                          Delaware
                Bryson Industrial Services, Inc.                                                        South Carolina
                OSCO Treatment Systems of Mississippi, Inc. (50%)                                            Tennessee
                Laidlaw Environmental Services of Nashville, Inc.                                            Tennessee
                OSCO Environmental Services, Inc.                                                            Tennessee
        Master Wash Products, Inc.                                                                          California
        USPCI Clive Incineration Facility, Inc.                                                               Oklahoma
        Greenfield Services Corporation                                                                     California
        UPC Holding Corp.                                                                                     Delaware
                USPCI, Inc.                                                                                   Delaware
                        United States Pollution Control, Inc.                                                 Oklahoma
                        Hydrocarbon Recyclers, Inc.                                                           Oklahoma
                                Hydrocarbon Recyclers, Inc. of San Antonio                                       Texas
                                Hydrocarbon Recyclers, Inc. of Wichita                                          Kansas
                        USPCI of Mississippi, Inc. (50%)                                                   Mississippi
                        Northeastern Remedial Corporation                                                     Delaware
                                        ECDC Environmental, L.C. (80%)                                            Utah
                        USPCI, Inc. of Georgia                                                                Delaware
                        Solvent Service Co., Inc.                                                           California
                        Municipal Services Corporation                                                        Oklahoma
                        Chemclear, Inc. of Los Angeles                                                        Delaware
                        Minnesota Industrial Containment Facility, Inc.                                      Minnesota
                        USPCI of Pennsylvania, Inc.                                                       Pennsylvania
                        McDuffie County Environmental Facility, Inc.                                          Delaware
                        East Carbon Development Financial Partners, Inc.                                          Utah
                        PPM, Inc. of Georgia                                                                   Georgia
                                Ninth Street Properties, Inc.                                                 Missouri
        Laidlaw Environmental Services (Canada), Ltd.                                                           Canada
                Laidlaw Environmental Services Ltd.                                                            Ontario
                        Laidlaw Environmental Services (B.C.) Ltd.                                              Canada
                                I.W.M. Disposal, Inc.                                                 British Columbia
                        Laidlaw Environmental Services (Sarnia) Ltd.                                           Ontario
                                1197296 Ontario Inc.                                                           Ontario
                        Laidlaw Environmental Services (Quebec) Ltd.                                            Quebec
                                Les Enterprises D'Incineration Industrielle Tricil, Inc.                        Quebec
                                Laidlaw Environmental Services (Mercier) Ltd.                                   Quebec
                        Laidlaw Environmental Services (Ryley) Ltd.                                            Alberta
                        Laidlaw Environmental Services (Atlantic) Ltd.                                     Nova Scotia
                        PPM Canada Inc.                                                                        Ontario
        Laidlaw Environmental Services de Mexico, S.A. de C.V. (80%)                                            Mexico
        Laidlaw Environmental Services (Puerto Rico)                                                       Puerto Rico
        Allworth of Tennessee, Inc.                                                                          Tennessee
        Highway 36 Land Development Company                                                                   Colorado
        National Electric, Inc.                                                                              Minnesota
                Aptus, Inc.                                                                                   Delaware
        Rollins O.P.C. Inc.                                                                                 California
        Rollins Environmental Services (LA) Inc.                                                              Delaware
        Rollins Environmental Services of Louisiana, Inc.                                                     Delaware
        Rollins Environmental Services (NJ) Inc.                                                              Delaware
        Rollins Environmental Services (TX) Inc.                                                              Delaware
        Tipton Environmental Technology, Inc.                                                                 Delaware
        Rollins Environmental, Inc.                                                                           Delaware
        Sussex Contractors, Inc.                                                                              Delaware
        Gloucester County Construction Company                                                                Delaware
        Custom Environmental Transport, Inc.                                                                  Delaware
</TABLE>

    The Chief Executive Office for each of the companies listed herein is 1301 
Gervais Street, Suite 300, Columbia, South Carolina 29201.

* Prior to closing the name of this subsidiary will be changed.
<PAGE>   129
                            EXISTING INDEBTEDNESS            SCHEDULE 10.2(f)


<TABLE>
<S>                                                                 <C>
Tax exempt bonds -

Hazardous Waste Disposal Revenue Bonds,
Tooele County, Utah
Due August 1, 2010                                                  $10,000,000

Industrial Development Revenue
Refunding and Improvement Bonds,
The Industrial Development Board of The
Metropolitan Government of Nashville and Davidson
County (Tennessee)
Due May 1, 2003                                                     $15,700,000

Solid Waste Disposal Refunding Revenue Bonds,
Carbon County, Utah
Due February 1, 2010                                                $23,000,000

Pollution Control Revenue Bonds,
California Pollution Control Financing Authority
Due May 1, 2002                                                     $19,500,000

Solid Waste Disposal Revenue Bonds,
Carbon County, Utah
Due July 1, 2012                                                     $8,000,000

Solid Waste Disposal Revenue Bonds,
Carbon County, Utah
Due July 1, 1997                                                       $300,000

Hazardous Waste Treatment Revenue Bonds,
Tooele County, Utah
Due June 1, 2020                                                    $45,700,000

Solid Waste Disposal Revenue Bonds,
Carbon County, Utah
Due November 1, 1997                                                $20,000,000

                                                                   ------------
Total                                                              $142,200,000
                                                                   ============

Amounts held in Trust relating to above tax exempt bonds-

Hazardous Waste Disposal Revenue Bonds,
Tooele County, Utah
Due August 1, 2010                                                   $1,349,317

Industrial Development Revenue
Refunding and Improvement Bonds,
The Industrial Development Board of The
Metropolitan Government of Nashville and Davidson
County (Tennessee)
Due May 1, 2003                                                      $8,859,230

Solid Waste Disposal Revenue Bonds,
Carbon County, Utah
Due November 1, 1997                                                $20,000,000

                                                                    -----------
                                                                    $30,008,547
                                                                    ===========

Capital leases -

GE Capital                                                             $796,393
                                                                    -----------

Vendor notes -

ABCO                                                                   $150,000
DCSI (Steve Hogg)                                                      $550,000
Grassy Mountain (Kosrow Semnani)                                       $177,671
                                                                    -----------
                                                                       $877,671
                                                                    ===========
</TABLE>

<PAGE>   130
                                EXISTING LIENS


                                                           SCHEDULE 10.3(f)


1.  The Industrial Development Board of the Metropolitan Government of
    Nashville and Davidson County has a lien on all machinery, equipment,
    furniture and similar property of Laidlaw Environmental Services of
    Nashville, Inc., by agreement dated May 1, 1993.

2.  Carbon County, UT has a lien on certain machinery, equipment and landfill
    site improvements of ECDC Environmental L.C., in connection with the
    $8,000,000 Solid Waste Disposal Revenue Bond due July 1, 2012.




<PAGE>   131
                        EXISTING GUARANTEE OBLIGATIONS


                                                            SCHEDULE 10.4


Guaranty by Laidlaw Environmental Services, Inc.* guaranteeing performance of
JTM Industries, Inc. obligations pursuant to Master Equipment Lease with
Cargill Leasing Corporation; lease is dated 9/18/93; guaranty dated 1/19/96. 
Second lease dated April 22, 1997; guaranty dated April 22, 1997.

Guaranty dated March 2, 1992 by USPCI, Inc. to Union Camp Corporation to
guaranty JTM's obligations under a contract for the purpose of sale of
marketable by-products generated by Union Camp Corporation.

Guaranty by Laidlaw Environmental Services, Inc.* of certain debts and
obligations of ViroGroup, Inc. up to a maximum of $3 million.








      *   Prior to closing, the name of this subsidiary will be changed.
<PAGE>   132


                                  SCHEDULE 7.20

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                                               ACT(S) DOCUMENT
JURISDICTION                    DOCUMENT(S) FILED              FILED UNDER                     FILING AUTHORITY
-----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                            <C>                             <C>                            
Northwest Territories           Debenture and                  Companies Act                   Companies Registry
                                Affidavits of Bona             (Northwest                      and Documents
                                Fides and Execution            Territories) and                Registry
                                                               Corporation
                                                               Securities
                                                               Registration Act
                                                               (Northwest
                                                               Territories)

                                General Assignment             Assignment of Book
                                of Accounts                    Debts Act (Northwest
                                Receivables and                Territories)
                                Affidavit of Bona
                                Fides
-----------------------------------------------------------------------------------------------------------------------------
Newfoundland                    Debenture and                  Registration of Deeds           Registry of Deeds
                                Affidavit of                   Act (Newfoundland)              and Registry of
                                Execution                                                      Assignment of Book
                                                                                               Debts

                                General Assignment             Assignment of Book
                                of Accounts                    Debts Act
                                Receivables and                (Newfoundland)
                                Affidavit of
                                Execution
-----------------------------------------------------------------------------------------------------------------------------
Prince Edward Island            Debenture and                  Corporations                    Registry office,
                                Affidavits of Bona             Securities Act (PEI)            Charlottetown
                                Fides and Execution

                                General Assignment             Assignment of Book
                                of Accounts                    Debts Act (PEI)
                                Receivables and
                                Affidavit of Bona
                                Fide
-----------------------------------------------------------------------------------------------------------------------------
Nova Scotia                     Debenture and                  Corporations                    Registry office,
                                Affidavits of Bona             Securities Act (Nova            Halifax
                                Fides and Execution            Scotia)

                                General Assignment             Assignment of Book
                                of Accounts                    Debts Act (Nova
                                Receivables and                Scotia)
                                Affidavit of Bona
                                Fides
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   133


                                                                               2

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                                               ACT(S) DOCUMENT
JURISDICTION                    DOCUMENT(S) FILED              FILED UNDER                     FILING AUTHORITY
-----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                            <C>                             <C>
New Brunswick                   Financing Statement            Personal Property               Personal Property
                                                               Security Act (New               Registry
                                                               Brunswick)
-----------------------------------------------------------------------------------------------------------------------------
Quebec                          Hypothec                       Civil Code of Quebec            Register of Personal
                                                                                               and Movable Real
                                                                                               Rights
-----------------------------------------------------------------------------------------------------------------------------
Ontario                         Financing Statement            Personal Property               Personal Property
                                                               Security Act (Ontario)          Registry
-----------------------------------------------------------------------------------------------------------------------------
Manitoba                        Financial Statement            Personal Property               Personal Property
                                                               Security Act                    Registry
                                                               (Manitoba)
-----------------------------------------------------------------------------------------------------------------------------
Saskatchewan                    Financing Statement            Personal Property               Personal Property
                                                               Security Act, 1993              Registry
                                                               (Saskatchewan)
-----------------------------------------------------------------------------------------------------------------------------
Alberta                         Financing Statement            Personal Property               Personal Property
                                                               Security Act (Alberta)          Registry
-----------------------------------------------------------------------------------------------------------------------------
British Columbia                Financing Statement            Personal Property               Personal Property
                                                               Security Act (British           Registry
                                                               Columbia)
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   134


                                                                     EXHIBIT A-2

                         FORM OF REQUEST FOR ACCEPTANCES

                                Date:___________________

The Toronto-Dominion Bank,
as Canadian Administrative Agent
8th Floor, Toronto Dominion Bank Tower
Toronto Dominion Centre
Toronto, Ontario M5K 1A2
Attn:  Manager Agency

Dear Sirs:

                  We refer to the Credit Agreement, dated as of May __, 1997 (as
amended, modified, extended or restated from time to time, the "Credit
Agreement"), among Laidlaw Chem-Waste, Inc., Laidlaw Environmental Services
(Canada) Ltd., the Lenders from time to time parties thereto, Toronto Dominion
(Texas) Inc., as General Administrative Agent, The Toronto-Dominion Bank, as
Canadian Administrative Agent, TD Securities (USA) Inc., as Arranger, and The
Bank of Nova Scotia, NationsBank, N.A. and The First National Bank of Chicago,
as Managing Agents. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.

                  We request the creation and purchase of the following 
Acceptances:

                 Total Face Value: _____________________________

                 Date of Issue:.________________________________

                 Maturity Date: _______________________________

                 Resulting Term in Days: _______________________

                  Please debit our account at The Toronto-Dominion Bank, Toronto
Dominion Centre Branch, Toronto #______________ for the difference between (i)
the face amount of maturing Acceptances/the Canadian Term Loan balance (as
applicable) and (ii) the Acceptance Purchase Price plus the stamping fee on the
Acceptances to be created.

                                        Very truly yours,


                                        LAIDLAW ENVIRONMENTAL SERVICES (CANADA)
                                          LTD.

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


<PAGE>   135
                                                                       EXHIBIT B


--------------------------------------------------------------------------------

                       GUARANTEE AND COLLATERAL AGREEMENT


                                     made by



                      LAIDLAW ENVIRONMENTAL SERVICES, INC.

                            LAIDLAW CHEM-WASTE, INC.

                         and certain of its Subsidiaries


                                   in favor of


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



                            Dated as of May 15, 1997



--------------------------------------------------------------------------------
<PAGE>   136




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
         <S>                                                                                                     <C>
         SECTION 1.  DEFINED TERMS..............................................................................  2
                  1.1  Definitions..............................................................................  2
                  1.2  Other Definitional Provisions............................................................  6

         SECTION 2.  GUARANTEE..................................................................................  6
                  2.1  Guarantee................................................................................  6
                  2.2  Right of Contribution....................................................................  7
                  2.3  No Subrogation...........................................................................  7
                  2.4  Amendments, etc. with respect to the Borrower Obligations................................  7
                  2.5  Guarantee Absolute and Unconditional.....................................................  8
                  2.6  Reinstatement............................................................................  9
                  2.7  Payments.................................................................................  9

         SECTION 3.  GRANT OF SECURITY INTEREST.................................................................  9

         SECTION 4.  REPRESENTATIONS AND WARRANTIES............................................................. 10
                  4.1  Representations in Credit Agreement; Holdings Representations............................ 10
                  4.2  Title; No Other Liens.................................................................... 11
                  4.3  Perfected First Priority Liens........................................................... 11
                  4.4  Chief Executive Office................................................................... 11
                  4.5  Inventory and Equipment.................................................................. 11
                  4.6  Farm Products............................................................................ 11
                  4.7  Pledged Securities....................................................................... 11
                  4.8  Receivables.............................................................................. 12
                  4.9  Contracts................................................................................ 12
                  4.10  Intellectual Property................................................................... 13

         SECTION 5.  COVENANTS.................................................................................. 13
                  5.1  Covenants in Credit Agreement............................................................ 13
                  5.2  Delivery of Instruments and Chattel Paper................................................ 13
                  5.3  Maintenance of Insurance................................................................. 13
                  5.4  Payment of Obligations................................................................... 14
                  5.5  Maintenance of Perfected Security Interest; Further Documentation........................ 14
                  5.6  Changes in Locations, Name, etc. ........................................................ 14
                  5.7  Notices.................................................................................. 15
                  5.8  Pledged Securities....................................................................... 15
                  5.9  Receivables.............................................................................. 16
                  5.10  Contracts............................................................................... 17
                  5.11  Intellectual Property................................................................... 17
                  5.12  Special Covenants of Holdings........................................................... 18

         SECTION 6.  REMEDIAL PROVISIONS........................................................................ 19
                  6.1  Certain Matters Relating to Receivables.................................................. 19
</TABLE>

                                        i


<PAGE>   137

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
          <S>                                                                                                    <C>
                  6.2  Communications with Obligors; Grantors Remain Liable..................................... 20
                  6.3  Pledged Stock............................................................................ 20
                  6.4  Proceeds to be Turned Over To General Administrative Agent............................... 21
                  6.5  Application of Proceeds.................................................................. 21
                  6.6  Code and Other Remedies.................................................................. 22
                  6.7  Registration Rights...................................................................... 22
                  6.8  Waiver; Deficiency....................................................................... 23

         SECTION 7.  THE GENERAL ADMINISTRATIVE AGENT........................................................... 24
                  7.1  General Administrative Agent's Appointment as Attorney-in-Fact, etc. .................... 24
                  7.2  Duty of General Administrative Agent..................................................... 25
                  7.3  Execution of Financing Statements........................................................ 26
                  7.4  Authority of General Administrative Agent................................................ 26

         SECTION 8.  MISCELLANEOUS.............................................................................. 26
                  8.1  Amendments in Writing.................................................................... 26
                  8.2  Notices.................................................................................. 26
                  8.3  No Waiver by Course of Conduct; Cumulative Remedies...................................... 26
                  8.4  Enforcement Expenses; Indemnification.................................................... 26
                  8.5  Successors and Assigns................................................................... 27
                  8.6  Set-Off.................................................................................. 27
                  8.7  Counterparts............................................................................. 28
                  8.8  Severability............................................................................. 28
                  8.9  Section Headings......................................................................... 28
                  8.10  Integration............................................................................. 28
                  8.11  GOVERNING LAW........................................................................... 28
                  8.12  Submission To Jurisdiction; Waivers..................................................... 28
                  8.13  Acknowledgements........................................................................ 29
                  8.14  WAIVER OF JURY TRIAL.................................................................... 29
                  8.15  Additional Grantors..................................................................... 29
                  8.16  Releases................................................................................ 29
</TABLE>



                                       ii


<PAGE>   138


                       GUARANTEE AND COLLATERAL AGREEMENT

                                                                        
                  GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 15, 1997,
made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the "Grantors"), in favor of TORONTO
DOMINION (TEXAS), INC., as General Administrative Agent (in such capacity, the
"General Administrative Agent") for the banks and other financial institutions
or entities (the "Lenders") from time to time parties to the Credit Agreement,
dated as of May 9, 1997 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among LAIDLAW CHEM-WASTE, INC., a
Delaware corporation (the "Company"), LAIDLAW ENVIRONMENTAL SERVICES (CANADA)
LTD. (the "Canadian Borrower"; together with the Company, the "Borrowers"), the
Lenders, the General Administrative Agent, The Toronto-Dominion Bank, as
Canadian Administrative Agent, TD Securities (USA) Inc., as Arranger,
NationsBank, N.A., as Syndication Agent, and The Bank of Nova Scotia,
NationsBank, N.A. and The First National Bank of Chicago, as Managing Agents.


                              W I T N E S S E T H:


                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make extensions of credit to the Borrowers upon the terms
and subject to the conditions set forth therein;

                  WHEREAS, the Borrowers are members of an affiliated group of
companies that includes each other Grantor;

                  WHEREAS, the proceeds of the extensions of credit under the
Credit Agreement will be used in part to enable the Borrowers to make valuable
transfers to one or more of the other Grantors in connection with the operation
of their respective businesses;

                  WHEREAS, the Borrowers and the other Grantors are engaged in
related businesses, and each Grantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit Agreement;
and

                  WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrowers under the
Credit Agreement, and for the Working Capital Lender to make extensions of
credit to the Company under the Working Capital Facility (as hereinafter
defined), that the Grantors shall have executed and delivered this Agreement to
the General Administrative Agent for the ratable benefit of the Lenders;

                  NOW, THEREFORE, in consideration of the premises and to induce
the General Administrative Agent and the Lenders to enter into the Credit
Agreement and the Working Capital Lender to enter into the Working Capital
Facility and to induce the Lenders and the Working Capital Lender to make their
respective extensions of credit to the Borrowers thereunder, each Grantor hereby
agrees with the General Administrative Agent, for the ratable benefit of the
Lenders, as follows:




<PAGE>   139


                                                                               2



                            SECTION 1. DEFINED TERMS

                  1.1 Definitions. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement, and the following terms which are defined in the
Uniform Commercial Code in effect in the State of New York on the date hereof
are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment,
Farm Products, Instruments and Inventory.

                  (b)  The following terms shall have the following meanings:

                  "Agreement": this Guarantee and Collateral Agreement, as the
         same may be amended, supplemented or otherwise modified from time to
         time.

                  "Borrower Obligations": the collective reference to the unpaid
         principal of and interest on the Loans, Reimbursement Obligations,
         Acceptance Reimbursement Obligations and Acceptance Notes, the
         Company's guarantee obligations under Section 13 of the Credit
         Agreement and all other obligations and liabilities of the Borrowers
         (including, without limitation, interest accruing at the then
         applicable rate provided in the Credit Agreement after the maturity of
         the Loans, Reimbursement Obligations, Acceptance Reimbursement
         Obligations and Acceptance Notes and interest accruing at the then
         applicable rate provided in the Credit Agreement after the filing of
         any petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to any Borrower, whether or
         not a claim for post-filing or post-petition interest is allowed in
         such proceeding) to the General Administrative Agent or any Lender (or,
         in the case of any Hedging Agreement referred to below, any Affiliate
         of any Lender), whether direct or indirect, absolute or contingent, due
         or to become due, or now existing or hereafter incurred, which may
         arise under, out of, or in connection with, the Credit Agreement, this
         Agreement, the other Loan Documents, any Letter of Credit or any
         Hedging Agreement entered into by any Borrower with any Person which,
         at the time such Hedging Agreement is entered into, is a Lender (or any
         Affiliate of any Lender) or any other document made, delivered or given
         in connection therewith, in each case whether on account of principal,
         interest, reimbursement obligations, guarantee obligations, fees,
         indemnities, costs, expenses or otherwise (including, without
         limitation, all fees and disbursements of counsel to the General
         Administrative Agent or to the Lenders that are required to be paid by
         any Borrower pursuant to the terms of any of the foregoing agreements).

                  "Collateral":  as defined in Section 3.

                  "Collateral Account": any collateral account established by
         the General Administrative Agent as provided in Section 6.1 or 6.4.

                  "Contracts": the contracts and agreements listed in Schedule
         7, as the same may be amended, supplemented or otherwise modified from
         time to time, including, without limitation, (i) all rights of any
         Grantor to receive moneys due and to become due to it thereunder or in
         connection therewith, (ii) all rights of any Grantor to damages arising
         thereunder and (iii) all rights of any Grantor to perform and to
         exercise all remedies thereunder.



<PAGE>   140


                                                                               3



                  "Copyrights": (i) all copyrights arising under the laws of the
         United States, any other country or any political subdivision thereof,
         whether registered or unregistered and whether published or unpublished
         (including, without limitation, those listed in Schedule 6), all
         registrations and recordings thereof, and all applications in
         connection therewith, including, without limitation, all registrations,
         recordings and applications in the United States Copyright Office, and
         (ii) the right to obtain all renewals thereof.

                  "Copyright Licenses": any written agreement naming any Grantor
         as licensor or licensee (including, without limitation, those listed in
         Schedule 6), granting any right under any Copyright, including, without
         limitation, the grant of rights to manufacture, distribute, exploit and
         sell materials derived from any Copyright.

                  "General Intangibles": all "general intangibles" as such term
         is defined in Section 9- 106 of the Uniform Commercial Code in effect
         in the State of New York on the date hereof and, in any event,
         including, without limitation, with respect to any Grantor, all
         contracts, agreements, instruments and indentures in any form, and
         portions thereof, to which such Grantor is a party or under which such
         Grantor has any right, title or interest or to which such Grantor or
         any property of such Grantor is subject, as the same may from time to
         time be amended, supplemented or otherwise modified, including, without
         limitation, (i) all rights of such Grantor to receive moneys due and to
         become due to it thereunder or in connection therewith, (ii) all rights
         of such Grantor to damages arising thereunder and (iii) all rights of
         such Grantor to perform and to exercise all remedies thereunder, in
         each case to the extent the grant by such Grantor of a security
         interest pursuant to this Agreement in its right, title and interest in
         such contract, agreement, instrument or indenture is not prohibited by
         such contract, agreement, instrument or indenture without the consent
         of any other party thereto, would not give any other party to such
         contract, agreement, instrument or indenture the right to terminate its
         obligations thereunder, or is permitted with consent if all necessary
         consents to such grant of a security interest have been obtained from
         the other parties thereto (it being understood that the foregoing shall
         not be deemed to obligate such Grantor to obtain such consents);
         provided, that the foregoing limitation shall not affect, limit,
         restrict or impair the grant by such Grantor of a security interest
         pursuant to this Agreement in any Receivable or any money or other
         amounts due or to become due under any such contract, agreement,
         instrument or indenture.

                  "Guarantor Obligations": with respect to any Guarantor, the
         collective reference to (i) the Borrower Obligations, (ii) the Working
         Capital Obligations and (iii) all obligations and liabilities of such
         Guarantor which may arise under or in connection with this Agreement or
         any other Loan Document to which such Guarantor is a party, in each
         case whether on account of guarantee obligations, reimbursement
         obligations, fees, indemnities, costs, expenses or otherwise
         (including, without limitation, all fees and disbursements of counsel
         to the General Administrative Agent or to the Lenders that are required
         to be paid by such Guarantor pursuant to the terms of this Agreement or
         any other Loan Document).

                  "Guarantors": the collective reference to each Grantor other
         than the Company.

                  "Holdings": Laidlaw Environmental Services, Inc. (formerly
         known as Rollins Environmental Services, Inc.), a Delaware corporation.



<PAGE>   141


                                                                               4



                  "Intellectual Property": the collective reference to all
         rights, priorities and privileges relating to intellectual property,
         whether arising under United States, multinational or foreign laws or
         otherwise, including, without limitation, the Copyrights, the Copyright
         Licenses, the Patents, the Patent Licenses, the Trademarks and the
         Trademark Licenses, and all rights to sue at law or in equity for any
         infringement or other impairment thereof, including the right to
         receive all proceeds and damages therefrom.

                  "Intercompany Note": any promissory note evidencing loans made
         by any Grantor to Holdings or any of its Subsidiaries.

                  "Issuers": the collective reference to each issuer of a
         Pledged Security.

                  "Lenders": as defined in the preambles to this Agreement and
         including, unless the context otherwise requires, each Affiliate of any
         Lender that has entered into any Hedging Agreement with either
         Borrower.

                  "New York UCC": the Uniform Commercial Code as from time to
         time in effect in the State of New York.

                  "Obligations": (i) in the case of the Company, the Borrower
         Obligations and the Working Capital Obligations, and (ii) in the case
         of each Guarantor, its Guarantor Obligations.

                  "Patents": (i) all letters patent of the United States, any
         other country or any political subdivision thereof, all reissues and
         extensions thereof, including, without limitation, any of the foregoing
         referred to in Schedule 6, (ii) all applications for letters patent of
         the United States or any other country and all divisions, continuations
         and continuations-in-part thereof, including, without limitation, any
         of the foregoing referred to in Schedule 6, and (iii) all rights to
         obtain any reissues or extensions of the foregoing.

                  "Patent License": all agreements, whether written or oral,
         providing for the grant by or to any Grantor of any right to
         manufacture, use or sell any invention covered in whole or in part by a
         Patent, including, without limitation, any of the foregoing referred to
         in Schedule 6.

                  "Pledged Notes": all promissory notes listed on Schedule 2,
         all Intercompany Notes at any time issued to any Grantor and all other
         promissory notes issued to or held by any Grantor (other than
         promissory notes issued in connection with extensions of trade credit
         by any Grantor in the ordinary course of business).

                  "Pledged Securities": the collective reference to the Pledged
         Notes and the Pledged Stock.

                  "Pledged Stock": the shares of Capital Stock listed on
         Schedule 2, together with any other shares, stock certificates, options
         or rights of any nature whatsoever in respect of the Capital Stock of
         any Person that may be issued or granted to, or held by, any Grantor
         while this Agreement is in effect.

                  "Proceeds": all "proceeds" as such term is defined in Section
         9-306(1) of the Uniform Commercial Code in effect in the State of New
         York on the date hereof and, in any event,


<PAGE>   142


                                                                               5



         shall include, without limitation, all dividends or other income from
         the Pledged Securities, collections thereon or distributions or
         payments with respect thereto.

                  "Receivable": any right to payment for goods sold or leased or
         for services rendered, whether or not such right is evidenced by an
         Instrument or Chattel Paper and whether or not it has been earned by
         performance (including, without limitation, any Account).

                  "Securities Act":  the Securities Act of 1933, as amended.

                  "Subsidiary Guarantor": each of the Guarantors other than
         Holdings.

                  "Trademarks": (i) all trademarks, trade names, corporate
         names, company names, business names, fictitious business names, trade
         styles, service marks, logos and other source or business identifiers,
         and all goodwill associated therewith, now existing or hereafter
         adopted or acquired, all registrations and recordings thereof, and all
         applications in connection therewith, whether in the United States
         Patent and Trademark Office or in any similar office or agency of the
         United States, any State thereof or any other country or any political
         subdivision thereof, or otherwise, and all common-law rights related
         thereto, including, without limitation, any of the foregoing referred
         to in Schedule 6, and (ii) the right to obtain all renewals thereof.

                  "Trademark License": any agreement, whether written or oral,
         providing for the grant by or to any Grantor of any right to use any
         Trademark, including, without limitation, any of the foregoing referred
         to in Schedule 6.

                  "Westinghouse Debt Agreement": the collective reference to (i)
         the Promissory Note, dated May 15, 1997 made by Holdings to
         Westinghouse Electric Corporation in the initial principal amount of
         $60,000,000 and (ii) the Stock Purchase Agreement, dated as of March 7,
         1990, as amended, between Holdings and Westinghouse Electric
         Corporation.

                  "Working Capital Facility": the working capital credit
         facility evidenced by the letter agreement, dated as of May 9, 1997,
         between NationsBank, N.A., as lender, and the Company, as borrower, as
         the same may be amended, modified, supplemented, restated or replaced
         from time to time; provided that, after giving effect to each such
         amendment, modification, supplement, restatement or replacement, such
         working capital credit facility shall be permitted under the Credit
         Agreement.

                  "Working Capital Lender": NationsBank, N.A., as lender, under
         the Working Capital Facility, and any Person that is a Lender under the
         Credit Agreement and that replaces Nationsbank, N.A. under the Working
         Capital Facility.

                  "Working Capital Obligations": all of the obligations,
         liabilities and indebtedness of the Company (including, without
         limitation, interest accruing at the then applicable rate provided in
         the Working Capital Facility after the maturity of the extensions of
         credit thereunder and interest accruing at the then applicable rate
         provided in the Working Capital Facility after the filing of any
         petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to the Company, whether or
         not a claim for post-filing or post-petition interest is allowed in
         such proceeding) to the Working Capital Lender whether direct or
         indirect, absolute or contingent, due or to become due, or now existing
         or


<PAGE>   143


                                                                               6



         hereafter incurred, which may arise under, out of, or in connection
         with, the Working Capital Facility or any other document made,
         delivered or given in connection therewith, in each case whether on
         account of principal, interest, reimbursement obligations, guarantee
         obligations, fees, indemnities, costs, expenses or otherwise
         (including, without limitation, all fees and disbursements of counsel
         to the Working Capital Lender that are required to be paid by any
         Borrower pursuant to the terms of any of the foregoing agreements).

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

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

                  (c) Where the context requires, terms relating to the
Collateral or any part thereof, when used in relation to a Grantor, shall refer
to such Grantor's Collateral or the relevant part thereof.


                              SECTION 2. GUARANTEE

                  2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the General
Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by the Borrowers when due (whether at the
stated maturity, by acceleration or otherwise) of the Borrower Obligations and
the Working Capital Obligations.

                  (b) Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Loan Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to
the insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

                  (c) Each Guarantor agrees that the Borrower Obligations or the
Working Capital Obligations may at any time and from time to time exceed the
amount of the liability of such Guarantor hereunder without impairing the
guarantee contained in this Section 2 or affecting the rights and remedies of
the General Administrative Agent or any Lender hereunder.

                  (d) The guarantee contained in this Section 2 shall remain in
full force and effect until all the Borrower Obligations and the Working Capital
Obligations and the obligations of each Guarantor under the guarantee contained
in this Section 2 shall have been satisfied by payment in full, no Letter of
Credit shall be outstanding and the Commitments shall be terminated,
notwithstanding that from time to time during the term of the Credit Agreement
the Borrowers may be free from any Borrower Obligations or the Working Capital
Obligations.

                  (e) No payment made by either Borrower, any of the Guarantors,
any other guarantor or any other Person or received or collected by the General
Administrative Agent or any Lender from either Borrower, any of the Guarantors,
any other guarantor or any other Person by virtue of any


<PAGE>   144


                                                                               7



action or proceeding or any set-off or appropriation or application at any time
or from time to time in reduction of or in payment of the Borrower Obligations
or the Working Capital Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor
in respect of the Borrower Obligations or the Working Capital Obligations or any
payment received or collected from such Guarantor in respect of the Borrower
Obligations and the Working Capital Obligations), remain liable for the Borrower
Obligations and the Working Capital Obligations up to the maximum liability of
such Guarantor hereunder until the Borrower Obligations and the Working Capital
Obligations are paid in full, no Letter of Credit shall be outstanding and the
Commitments are terminated.

                  2.2 Right of Contribution. Each Subsidiary Guarantor hereby
agrees that to the extent that a Subsidiary Guarantor shall have paid more than
its proportionate share of any payment made hereunder, such Subsidiary Guarantor
shall be entitled to seek and receive contribution from and against any other
Subsidiary Guarantor hereunder which has not paid its proportionate share of
such payment. Each Subsidiary Guarantor's right of contribution shall be subject
to the terms and conditions of Section 2.3. The provisions of this Section 2.2
shall in no respect limit the obligations and liabilities of any Subsidiary
Guarantor to the General Administrative Agent and the Lenders, and each
Subsidiary Guarantor shall remain liable to the General Administrative Agent and
the Lenders for the full amount guaranteed by such Subsidiary Guarantor
hereunder.

                  2.3 No Subrogation. Notwithstanding any payment made by any
Guarantor hereunder or any set-off or application of funds of any Guarantor by
the General Administrative Agent or any Lender, no Guarantor shall be entitled
to be subrogated to any of the rights of the General Administrative Agent or any
Lender against either Borrower or any other Guarantor or any collateral security
or guarantee or right of offset held by the General Administrative Agent or any
Lender for the payment of the Borrower Obligations or the Working Capital
Obligations, nor shall any Guarantor seek or be entitled to seek any
contribution or reimbursement from either Borrower or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing to
the General Administrative Agent and the Lenders by the Borrowers on account of
the Borrower Obligations and the Working Capital Obligations are paid in full,
no Letter of Credit shall be outstanding and the Commitments are terminated. If
any amount shall be paid to any Guarantor on account of such subrogation rights
at any time when all of the Borrower Obligations and the Working Capital
Obligations shall not have been paid in full, such amount shall be held by such
Guarantor in trust for the General Administrative Agent and the Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the General Administrative Agent in the
exact form received by such Guarantor (duly indorsed by such Guarantor to the
General Administrative Agent, if required), to be applied against the Borrower
Obligations and the Working Capital Obligations, whether matured or unmatured,
in such order as the General Administrative Agent may determine.

                  2.4 Amendments, etc. with respect to the Borrower Obligations.
Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations or the Working Capital Obligations made by the General
Administrative Agent or any Lender may be rescinded by the General
Administrative Agent or such Lender and any of the Borrower Obligations or the
Working Capital Obligations continued, and the Borrower Obligations or the
Working Capital Obligations, or the liability of any other Person upon or for
any


<PAGE>   145


                                                                               8



part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the General Administrative Agent or any Lender, and
the Credit Agreement and the other Loan Documents and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the General Administrative
Agent (or the Required Lenders or all Lenders, as the case may be) may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the General Administrative Agent or any Lender for
the payment of the Borrower Obligations or the Working Capital Obligations may
be sold, exchanged, waived, surrendered or released. Neither the General
Administrative Agent nor any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Borrower Obligations or the Working Capital Obligations or for the guarantee
contained in this Section 2 or any property subject thereto.

                  2.5 Guarantee Absolute and Unconditional. Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Borrower Obligations or the Working Capital Obligations and notice of or
proof of reliance by the General Administrative Agent or any Lender upon the
guarantee contained in this Section 2 or acceptance of the guarantee contained
in this Section 2; the Borrower Obligations and the Working Capital Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 2; and all dealings between either Borrower
and any of the Guarantors, on the one hand, and the General Administrative Agent
and the Lenders, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in this
Section 2. Each Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon either Borrower or any of
the Guarantors with respect to the Borrower Obligations or the Working Capital
Obligations. Each Guarantor understands and agrees that the guarantee contained
in this Section 2 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of the
Credit Agreement or any other Loan Document, any of the Borrower Obligations or
the Working Capital Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by the General Administrative Agent or any Lender, (b) any defense,
set-off or counterclaim (other than a defense of payment or performance) which
may at any time be available to or be asserted by either Borrower or any other
Person against the General Administrative Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of either
Borrower or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of either Borrower for the Borrower
Obligations or the Working Capital Obligations, or of such Guarantor under the
guarantee contained in this Section 2, in bankruptcy or in any other instance.
When making any demand hereunder or otherwise pursuing its rights and remedies
hereunder against any Guarantor, the General Administrative Agent or any Lender
may, but shall be under no obligation to, make a similar demand on or otherwise
pursue such rights and remedies as it may have against either Borrower, any
other Guarantor or any other Person or against any collateral security or
guarantee for the Borrower Obligations or the Working Capital Obligations or any
right of offset with respect thereto, and any failure by the General
Administrative Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from either Borrower, any other
Guarantor or any other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of either
Borrower, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of


<PAGE>   146


                                                                               9



any obligation or liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the
General Administrative Agent or any Lender against any Guarantor. For the
purposes hereof "demand" shall include the commencement and continuance of any
legal proceedings.

                  2.6 Reinstatement. The guarantee contained in this Section 2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Borrower Obligations or the
Working Capital Obligations is rescinded or must otherwise be restored or
returned by the General Administrative Agent or any Lender upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of either Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, either Borrower or any
Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made.

                  2.7 Payments. Each Guarantor hereby guarantees that payments
hereunder will be paid to the General Administrative Agent without set-off or
counterclaim in U.S. Dollars at the office of the General Administrative Agent
referred to in Section 14.2 of the Credit Agreement.


                      SECTION 3. GRANT OF SECURITY INTEREST

                  Each Grantor hereby assigns and transfers to the General
Administrative Agent, and hereby grants to the General Administrative Agent, for
the ratable benefit of the Lenders, a security interest in, all of the following
property now owned or at any time hereafter acquired by such Grantor or in which
such Grantor now has or at any time in the future may acquire any right, title
or interest (collectively, the "Collateral"), as collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of such Grantor's Obligations:

                  (a)  all Accounts;

                  (b)  all Chattel Paper;

                  (c)  all Contracts;

                  (d)  all Documents;

                  (e)  all Equipment;

                  (f)  all General Intangibles;

                  (g)  all Instruments;

                  (h)  all Intellectual Property;

                  (i)  all Inventory;

                  (j)  all Pledged Securities;


<PAGE>   147


                                                                              10




                  (k)  all books and records pertaining to the Collateral; and

                  (l)  to the extent not otherwise included, all Proceeds and
         products of any and all of the foregoing and all collateral security
         and guarantees given by any Person with respect to any of the
         foregoing.


                    SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the General Administrative Agent and the Lenders to
enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrowers thereunder, each Grantor hereby
represents and warrants to the General Administrative Agent and each Lender
that:

                  4.1 Representations in Credit Agreement; Holdings
Representations. (a) In the case of each Guarantor, the representations and
warranties set forth in Section 7 of the Credit Agreement as they relate to such
Guarantor or to the Loan Documents to which such Guarantor is a party, each of
which is hereby incorporated herein by reference, are true and correct, and the
General Administrative Agent and each Lender shall be entitled to rely on each
of them as if they were fully set forth herein, provided that each reference in
each such representation and warranty to a Borrower's knowledge shall, for the
purposes of this Section 4.1(a), be deemed to be a reference to such Guarantor's
knowledge.

                  (b)  In the case of Holdings:

                      (i) Holdings (w) is duly organized, validly existing and
         in good standing under the laws of the State of Delaware, (x) has the
         corporate power and authority, and the legal right, to own and operate
         its property, to lease the property it operates as lessee and to
         conduct the business in which it is currently engaged, (y) is duly
         qualified as a foreign corporation and in good standing under the laws
         of each jurisdiction where its ownership, lease or operation of
         property or the conduct of its business requires such qualification and
         (z) is in compliance with all Requirements of Law except to the extent
         that the failure to comply therewith could not, in the aggregate,
         reasonably be expected to have a Material Adverse Effect.

                     (ii) Holdings has the corporate power and authority, and
         the legal right, to make, deliver and perform the Loan Documents to
         which it is a party and has taken all necessary corporate action to
         authorize the execution, delivery and performance of the Loan Documents
         to which it is a party. No consent or authorization of, filing with,
         notice to or other act by or in respect of, any Governmental Authority
         or any other Person is required in connection with the execution,
         delivery, performance, validity or enforceability of the Loan Documents
         to which Holdings is a party. This Agreement has been, and each other
         Loan Document to which it is a party will be, duly executed and
         delivered on behalf of Holdings. This Agreement constitutes, and each
         other Loan Document to which it is a party when executed and delivered
         will constitute, a legal, valid and binding obligation of Holdings
         enforceable against Holdings in accordance with its terms, subject to
         the effects of bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an implied
         covenant of good faith and fair dealing.


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                                                                              11




                    (iii) The execution, delivery and performance of the Loan
         Documents to which Holdings is a party will not violate any Requirement
         of Law or Contractual Obligation of Holdings or of any of its
         Subsidiaries and will not result in, or require, the creation or
         imposition of any Lien on any of its or their respective properties or
         revenues pursuant to any such Requirement of Law or Contractual
         Obligation (other than pursuant to this Agreement).

                     (iv) No litigation, investigation or proceeding of or
         before any arbitrator or Governmental Authority is pending or, to the
         knowledge of Holdings, threatened by or against Holdings or any of its
         Subsidiaries or against any of its or their respective properties or
         revenues (x) with respect to any of the Loan Documents or any of the
         transactions contemplated hereby or thereby, or (y) which could
         reasonably be expected to have a Material Adverse Effect.

                     (v)  Holdings has no material assets other than the stock 
         of the Company.

                  4.2 Title; No Other Liens. Except for the security interest
granted to the General Administrative Agent for the ratable benefit of the
Lenders pursuant to this Agreement and the other Liens permitted to exist on the
Collateral by the Credit Agreement, such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except such as have
been filed in favor of the General Administrative Agent, for the ratable benefit
of the Lenders, pursuant to this Agreement or as are permitted by the Credit
Agreement.

                  4.3 Perfected First Priority Liens. The security interests
granted pursuant to this Agreement (a) upon completion of the filings and other
actions specified on Schedule 3 (which, in the case of all filings and other
documents referred to on said Schedule, have been delivered to the General
Administrative Agent in completed and duly executed form) will constitute valid
perfected security interests in all of the Collateral in favor of the General
Administrative Agent, for the ratable benefit of the Lenders, as collateral
security for such Grantor's Obligations, enforceable in accordance with the
terms hereof against all creditors of such Grantor and any Persons purporting to
purchase any Collateral from such Grantor and (b) are prior to all other Liens
on the Collateral in existence on the date hereof except for (i) unrecorded
Liens permitted by the Credit Agreement which have priority over the Liens on
the Collateral by operation of law and (ii) Liens described on Schedule 8.

                  4.4 Chief Executive Office. On the date hereof, such Grantor's
jurisdiction of organization and the location of such Grantor's chief executive
office or sole place of business are specified on Schedule 4.

                  4.5 Inventory and Equipment. On the date hereof, the Inventory
and the Equipment (other than mobile goods) are kept at the locations listed on
Schedule 5.

                  4.6 Farm Products. None of the Collateral constitutes, or is
the Proceeds of, Farm Products.

                  4.7 Pledged Securities. (a) The shares of Pledged Stock
pledged by such Grantor hereunder constitute all the issued and outstanding
shares of all classes of the Capital Stock of each Issuer owned by such Grantor
(or, in the case of any Issuer that is a Foreign Subsidiary, if less, 65% of the
issued and outstanding shares of Capital Stock of such Issuer).


<PAGE>   149


                                                                              12




                  (b) All the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable.

                  (c) Each of the Pledged Notes constitutes the legal, valid and
binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

                  (d) Such Grantor is the record and beneficial owner of, and
has good and marketable title to, the Pledged Securities pledged by it
hereunder, free of any and all Liens or options in favor of, or claims of, any
other Person, except the security interest created by this Agreement.

                  4.8 Receivables. (a) No amount payable to such Grantor under
or in connection with any Receivable is evidenced by any Instrument or Chattel
Paper which has not been delivered to the General Administrative Agent.

                  (b) The amounts represented by such Grantor to the Lenders
from time to time as owing to such Grantor in respect of the Receivables will at
such times be accurate.

                  4.9 Contracts. (a) No consent of any party (other than such
Grantor) to any Contract is required, or purports to be required, in connection
with the execution, delivery and performance of this Agreement.

                  (b) Each Contract is in full force and effect and constitutes
a valid and legally enforceable obligation of the parties thereto, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

                  (c) No consent or authorization of, filing with or other act
by or in respect of any Governmental Authority is required in connection with
the execution, delivery, performance, validity or enforceability of any of the
Contracts by any party thereto other than those which have been duly obtained,
made or performed, are in full force and effect and do not subject the scope of
any such Contract to any material adverse limitation, either specific or general
in nature.

                  (d) Neither such Grantor nor (to the best of such Grantor's
knowledge) any of the other parties to the Contracts is in default in the
performance or observance of any of the terms thereof in any manner that, in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

                  (e) The right, title and interest of such Grantor in, to and
under the Contracts are not subject to any defenses, offsets, counterclaims or
claims that, in the aggregate, could reasonably be expected to have a Material
Adverse Effect.

                  (f) Such Grantor has delivered to the Administrative Agent a
complete and correct copy of each Contract, including all amendments,
supplements and other modifications thereto.



<PAGE>   150


                                                                              13



                  (g) No amount payable to such Grantor under or in connection
with any Contract is evidenced by any Instrument or Chattel Paper which has not
been delivered to the Administrative Agent.

                  (h) None of the parties to any Contract is a Governmental
Authority.

                  4.10 Intellectual Property. (a) Schedule 6 lists all
Intellectual Property owned by such Grantor in its own name on the date hereof.

                  (b) On the date hereof, all material Intellectual Property is
valid, subsisting, unexpired and enforceable, has not been abandoned and does
not infringe the intellectual property rights of any other Person.

                  (c) Except as set forth in Schedule 6, on the date hereof,
none of the Intellectual Property is the subject of any licensing or franchise
agreement pursuant to which such Grantor is the licensor or franchisor.

                  (d) No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the validity of, or
such Grantor's rights in, any Intellectual Property in any respect that could
reasonably be expected to have a Material Adverse Effect.

                  (e) No action or proceeding is pending, or, to the knowledge
of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or
question the validity of any Intellectual Property or such Grantor's ownership
interest therein, or (ii) which, if adversely determined, would have a material
adverse effect on the value of any Intellectual Property.


                              SECTION 5. COVENANTS

                  Each Grantor covenants and agrees with the General
Administrative Agent and the Lenders that, from and after the date of this
Agreement until the Obligations shall have been paid in full, no Letter of
Credit shall be outstanding and the Commitments shall have terminated:

                  5.1 Covenants in Credit Agreement. In the case of each
Guarantor, such Guarantor shall take, or shall refrain from taking, as the case
may be, each action that is necessary to be taken or not taken, as the case may
be, so that no Default or Event of Default is caused by the failure to take such
action or to refrain from taking such action by such Guarantor or any of its
Subsidiaries.

                  5.2 Delivery of Instruments and Chattel Paper. If any amount
payable under or in connection with any of the Collateral shall be or become
evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper
shall be immediately delivered to the General Administrative Agent, duly
indorsed in a manner satisfactory to the General Administrative Agent, to be
held as Collateral pursuant to this Agreement.

                  5.3 Maintenance of Insurance. (a) Such Grantor will maintain,
with financially sound and reputable companies, insurance policies (i) insuring
the Inventory and Equipment against loss by fire, explosion, theft and such
other casualties as may be reasonably satisfactory to the General


<PAGE>   151


                                                                              14



Administrative Agent and (ii) insuring such Grantor, the General Administrative
Agent and the Lenders against liability for personal injury and property damage
relating to such Inventory and Equipment, such policies to be in such form and
amounts and having such coverage as may be reasonably satisfactory to the
General Administrative Agent and the Lenders.

                  (b) All such insurance shall (i) provide that no cancellation,
material reduction in amount or material change in coverage thereof shall be
effective until at least 30 days after receipt by the General Administrative
Agent of written notice thereof, (ii) name the General Administrative Agent as
insured party or joint loss payee, (iii) if reasonably requested by the General
Administrative Agent, include a breach of warranty clause and (iv) be reasonably
satisfactory in all other respects to the General Administrative Agent.

                  (c) The Company shall deliver to the General Administrative
Agent and the Lenders a report of a reputable insurance broker with respect to
such insurance during the month of April in each calendar year and such
supplemental reports with respect thereto as the General Administrative Agent
may from time to time reasonably request.

                  5.4 Payment of Obligations. Such Grantor will pay and
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all taxes, assessments and governmental charges
or levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings,
reserves in conformity with GAAP with respect thereto have been provided on the
books of such Grantor and such proceedings could not reasonably be expected to
result in the sale, forfeiture or loss of any material portion of the Collateral
or any interest therein.

                  5.5 Maintenance of Perfected Security Interest; Further
Documentation. (a) Such Grantor shall maintain the security interest created by
this Agreement as a perfected security interest having at least the priority
described in Section 4.3 and shall defend such security interest against the
claims and demands of all Persons whomsoever.

                  (b) Such Grantor will furnish to the General Administrative
Agent and the Lenders from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as the General Administrative Agent may reasonably request,
all in reasonable detail.

                  (c) At any time and from time to time, upon the written
request of the General Administrative Agent, and at the sole expense of such
Grantor, such Grantor will promptly and duly execute and deliver, and have
recorded, such further instruments and documents and take such further actions
as the General Administrative Agent may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and of the rights
and powers herein granted, including, without limitation, the filing of any
financing or continuation statements under the Uniform Commercial Code (or other
similar laws) in effect in any jurisdiction with respect to the security
interests created hereby.

                  5.6 Changes in Locations, Name, etc. Such Grantor will not,
except upon 15 days' prior written notice to the General Administrative Agent
and delivery to the General Administrative


<PAGE>   152


                                                                              15



Agent of (a) all additional executed financing statements and other documents
reasonably requested by the General Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein
and (b) if applicable, a written supplement to Schedule 5 showing any additional
location at which Inventory or Equipment shall be kept:

                     (i) permit any of the Inventory or Equipment to be kept at
         a location other than those listed on Schedule 5;

                     (ii)change the location of its chief executive office or 
         sole place of business from that referred to in Section 4.4; or

                    (iii)change its name, identity or corporate structure to
         such an extent that any financing statement filed by the General
         Administrative Agent in connection with this Agreement would become
         misleading.

                  5.7 Notices. Such Grantor will advise the General
Administrative Agent and the Lenders promptly, in reasonable detail, of:

                  (a) any Lien (other than security interests created hereby or
         Liens permitted under the Credit Agreement) on any of the Collateral
         which would adversely affect the ability of the General Administrative
         Agent to exercise any of its remedies hereunder; and

                  (b) of the occurrence of any other event which could
         reasonably be expected to have a material adverse effect on the
         aggregate value of the Collateral or on the security interests created
         hereby.

                  5.8 Pledged Securities. (a) If such Grantor shall become
entitled to receive or shall receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the General Administrative Agent and the Lenders, hold the
same in trust for the General Administrative Agent and the Lenders and deliver
the same forthwith to the General Administrative Agent in the exact form
received, duly indorsed by such Grantor to the General Administrative Agent, if
required, together with an undated stock power covering such certificate duly
executed in blank by such Grantor and with, if the General Administrative Agent
so requests, signature guaranteed, to be held by the General Administrative
Agent, subject to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Pledged Securities upon the
liquidation or dissolution of any Issuer shall be paid over to the General
Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations, and in case any distribution of capital shall be
made on or in respect of the Pledged Securities or any property shall be
distributed upon or with respect to the Pledged Securities pursuant to the
recapitalization or reclassification of the capital of any Issuer or pursuant to
the reorganization thereof, the property so distributed shall, unless otherwise
subject to a perfected security interest in favor of the General Administrative
Agent, be delivered to the General Administrative Agent to be held by it
hereunder as additional collateral security for the Obligations. If any sums of
money or property so paid or distributed in respect of the Pledged Securities
shall be received by such Grantor, such Grantor shall, until such money or
property


<PAGE>   153


                                                                              16



is paid or delivered to the General Administrative Agent, hold such money or
property in trust for the Lenders, segregated from other funds of such Grantor,
as additional collateral security for the Obligations. Notwithstanding anything
to the contrary contained herein, in no event shall any Grantor be required to
pledge more than 65% of the outstanding Capital Stock of any Foreign Subsidiary.

                  (b) Without the prior written consent of the General
Administrative Agent, such Grantor will not (i) vote to enable, or take any
other action to permit, any Issuer to issue any stock or other equity securities
of any nature or to issue any other securities convertible into or granting the
right to purchase or exchange for any stock or other equity securities of any
nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise
dispose of, or grant any option with respect to, the Pledged Securities or
Proceeds thereof (except pursuant to a transaction expressly permitted by the
Credit Agreement), (iii) create, incur or permit to exist any Lien or option in
favor of, or any claim of any Person with respect to, any of the Pledged
Securities or Proceeds thereof, or any interest therein, except for the security
interests created by this Agreement or (iv) enter into any agreement or
undertaking restricting the right or ability of such Grantor or the General
Administrative Agent to sell, assign or transfer any of the Pledged Securities
or Proceeds thereof.

                  (c) In the case of each Grantor which is an Issuer, such
Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Pledged Securities issued by it and will comply with such terms insofar
as such terms are applicable to it, (ii) it will notify the General
Administrative Agent promptly in writing of the occurrence of any of the events
described in Section 5.8(a) with respect to the Pledged Securities issued by it
and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis
mutandis, with respect to all actions that may be required of it pursuant to
Section 6.3(c) or 6.7 with respect to the Pledged Securities issued by it.

                  5.9 Receivables. (a) Other than in the ordinary course of
business consistent with its past practice, such Grantor will not (i) grant any
extension of the time of payment of any Receivable, (ii) compromise or settle
any Receivable for less than the full amount thereof, (iii) release, wholly or
partially, any Person liable for the payment of any Receivable, (iv) allow any
credit or discount whatsoever on any Receivable or (v) amend, supplement or
modify any Receivable in any manner that could adversely affect the value
thereof.

                  (b) Such Grantor will deliver to the General Administrative
Agent a copy of each material demand, notice or document received by it that
questions or calls into doubt the validity or enforceability of more than 5% of
the aggregate amount of the then outstanding Receivables.

                  (c) If at any time the aggregate amount owing on all Accounts
of all Grantors as to which a Governmental Authority is an obligor
(collectively, "Total Government Accounts"), exceeds 10% (or, if an Event of
Default shall have occurred and be continuing, 5%) of the aggregate amount owing
on all Accounts of all Grantors (collectively, "Total Accounts"), such Grantor
shall, if requested by the General Administrative Agent, at such Grantor's sole
cost and expense, from and after the date on which such aggregate amount first
exceeds such percentage (regardless of whether the aggregate amount owing on the
Total Government Accounts shall equal less than 10% (or 5%, as the case may be)
of the aggregate amount owing on the Total Accounts at any subsequent time),
deliver to the General Administrative Agent such assignments, notices of
assignment and other documents or information as shall be necessary or otherwise
requested by the General Administrative Agent to permit the assignment hereunder
of all Accounts as to which a Governmental Authority is an obligor


<PAGE>   154


                                                                              17



pursuant to all applicable Requirements of Law (including, without limitation,
the Assignment of Claims Act of 1940, as amended).

                  5.10 Contracts. (a) Such Grantor will perform and comply in
all material respects with all its obligations under the Contracts.

                  (b) Such Grantor will not amend, modify, terminate or waive
any provision of any Contract in any manner which could reasonably be expected
to materially adversely affect the value of such Contract as Collateral.

                  (c) Such Grantor will exercise promptly and diligently each
and every material right which it may have under each Contract (other than any
right of termination).

                  (d) Such Grantor will deliver to the Administrative Agent a
copy of each material demand, notice or document received by it relating in any
way to any Contract that questions the validity or enforceability of such
Contract.

                  5.11 Intellectual Property. (a) Such Grantor (either itself or
through licensees) will (i) continue to use each material Trademark on each and
every trademark class of goods applicable to its current line as reflected in
its current catalogs, brochures and price lists in order to maintain such
Trademark in full force free from any claim of abandonment for non-use, (ii)
maintain as in the past the quality of products and services offered under such
Trademark, (iii) use such Trademark with the appropriate notice of registration
and all other notices and legends required by applicable Requirements of Law,
(iv) not adopt or use any mark which is confusingly similar or a colorable
imitation of such Trademark unless the General Administrative Agent, for the
ratable benefit of the Lenders, shall obtain a perfected security interest in
such mark pursuant to this Agreement, and (v) not (and not permit any licensee
or sublicensee thereof to) do any act or knowingly omit to do any act whereby
such Trademark may become invalidated or impaired in any way.

                  (b) Such Grantor (either itself or through licensees) will not
do any act, or omit to do any act, whereby any material Patent may become
forfeited, abandoned or dedicated to the public.

                  (c) Such Grantor (either itself or through licensees) (i) will
employ each material Copyright and (ii) will not (and will not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act
whereby any material portion of the Copyrights may become invalidated or
otherwise impaired. Such Grantor will not (either itself or through licensees)
do any act whereby any material portion of the Copyrights may fall into the
public domain.

                  (d) Such Grantor (either itself or through licensees) will not
do any act that knowingly uses any material Intellectual Property to infringe
the intellectual property rights of any other Person.

                  (e) Such Grantor will notify the General Administrative Agent
and the Lenders immediately if it knows, or has reason to know, that any
application or registration relating to any material Intellectual Property may
become forfeited, abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution of,
or any such determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any court or
tribunal in any country) regarding such Grantor's


<PAGE>   155


                                                                              18



ownership of, or the validity of, any material Intellectual Property or such
Grantor's right to register the same or to own and maintain the same.

                  (f) Whenever such Grantor, either by itself or through any
agent, employee, licensee or designee, shall file an application for the
registration of any Intellectual Property with the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, such Grantor
shall report such filing to the General Administrative Agent within five
Business Days after the last day of the fiscal quarter in which such filing
occurs. Upon request of the General Administrative Agent, such Grantor shall
execute and deliver, and have recorded, any and all agreements, instruments,
documents, and papers as the General Administrative Agent may request to
evidence the General Administrative Agent's and the Lenders' security interest
in any Copyright, Patent or Trademark and the goodwill and general intangibles
of such Grantor relating thereto or represented thereby.

                  (g) Such Grantor will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of the material Intellectual Property, including,
without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

                  (h) In the event that any material Intellectual Property is
infringed, misappropriated or diluted by a third party, such Grantor shall (i)
take such actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the General
Administrative Agent after it learns thereof and sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution.

                  5.12 Special Covenants of Holdings. Holdings hereby covenants
and agrees that:

                  (a) The terms of each of subsections 9.3, 9.4, 9.5, 9.6, 9.7,
         9.8, 9.9 and 9.10 of the Credit Agreement shall apply to Holdings,
         mutatis mutandis, to the same extent as if the references to a Borrower
         therein were references to Holdings, and Holdings will perform and
         satisfy all such covenants as so applied to it.

                  (b) Holdings shall take, or shall refrain from taking, as the
         case may be, all actions that are necessary to be taken or not taken so
         that no violation of any provision, covenant or agreement contained in
         Section 9 or 10 of the Credit Agreement, and so that no Default or
         Event of Default, is caused by any act or failure to act of Holdings.

                  (c) Holdings shall not incur any Indebtedness or Guarantee
         Obligations, or make any investments in, or loans or advances to any
         Person, or merge or consolidate with any Person, or conduct, transact
         or otherwise engage, or commit to transact, conduct or otherwise
         engage, in any business or operations other than (i) the ownership of
         the capital stock of the Company and the exercise of rights and
         performance of obligations in connection therewith, (ii) the entry
         into, and exercise of rights and performance of obligations in respect
         of, this Agreement, the Seller Note, the Westinghouse Debt Agreement,
         the Stock Purchase Agreement, equity subscription agreements,
         registration rights agreements, voting and other stockholder


<PAGE>   156


                                                                              19



         agreements, engagement letters, underwriting agreements and other
         agreements in respect of its equity securities or any offering,
         issuance or sale thereof, (iii) the offering, issuance and sale of its
         equity securities to the extent such offering, issuance or sale does
         not constitute a Change of Control or would be otherwise inconsistent
         with the provisions of the Credit Agreement, (iv) the entry into, and
         exercise of rights and performance of obligations in respect of,
         indentures, engagement letters, underwriting agreements and other
         agreements in respect of Indebtedness permitted under clause (iii)
         above or any offering, issuance or sale thereof, and the offering,
         issuance and sale of its debt securities representing such
         Indebtedness, (v) the incurrence of Guarantee Obligations in the
         ordinary course of business in respect of the obligations of the
         Company and its Subsidiaries incurred in the ordinary course of
         business, (vi) the filing of registration statements, and compliance
         with applicable reporting and other obligations, under federal, state
         or other securities laws, (vii) the listing of its equity securities
         and compliance with applicable reporting and other obligations in
         connection therewith, (viii) the retention of transfer agents, private
         placement agents, underwriters, counsel, accountants and other advisors
         and consultants, (ix) the performance of obligations under and in
         compliance with its certificate of incorporation and by-laws, or any
         applicable law, ordinance, regulation, rule, order, judgment, decree or
         permit, including, without limitation, as a result of or in connection
         with the activities of the Company, (x) the incurrence and payment of
         any taxes for which it may be liable and (xi) other activities directly
         related to the foregoing.

                  (d) Holdings shall not (i) amend the subordination provisions
         of the Seller Note or the Westinghouse Debt Agreement or (ii) pay cash
         interest on the Seller Note prior to the second anniversary of the
         Closing Date.


                         SECTION 6. REMEDIAL PROVISIONS

                  6.1 Certain Matters Relating to Receivables. (a) The General
Administrative Agent shall have the right to make test verifications of the
Receivables in any manner and through any medium that it reasonably considers
advisable, and each Grantor shall furnish all such assistance and information as
the General Administrative Agent may require in connection with such test
verifications. At any time and from time to time, upon the General
Administrative Agent's request and at the expense of the relevant Grantor, such
Grantor shall cause independent public accountants or others satisfactory to the
General Administrative Agent to furnish to the General Administrative Agent
reports showing reconciliations, aging and test verifications of, and trial
balances for, the Receivables.

                  (b) The General Administrative Agent hereby authorizes each
Grantor to collect such Grantor's Receivables, subject to the General
Administrative Agent's direction and control, and the General Administrative
Agent may curtail or terminate said authority at any time after the occurrence
and during the continuance of an Event of Default. If required by the General
Administrative Agent at any time after the occurrence and during the continuance
of an Event of Default, any payments of Receivables, when collected by any
Grantor, (i) shall be forthwith (and, in any event, within two Business Days)
deposited by such Grantor in the exact form received, duly indorsed by such
Grantor to the General Administrative Agent if required, in a Collateral Account
maintained under the sole dominion and control of the General Administrative
Agent, subject to withdrawal by the General Administrative Agent for the account
of the Lenders only as provided in Section , and (ii) until so turned over,
shall be held by such Grantor in trust for the General Administrative Agent and
the Lenders, segregated from other funds of such Grantor. Each such deposit of
Proceeds of Receivables


<PAGE>   157


                                                                              20



shall be accompanied by a report identifying in reasonable detail the nature and
source of the payments included in the deposit.

                  (c) At the General Administrative Agent's request, each
Grantor shall deliver to the General Administrative Agent all original and other
documents evidencing, and relating to, the agreements and transactions which
gave rise to the Receivables, including, without limitation, all original
orders, invoices and shipping receipts.

                  6.2 Communications with Obligors; Grantors Remain Liable. (a)
The General Administrative Agent in its own name or in the name of others may at
any time after the occurrence and during the continuance of an Event of Default
communicate with obligors under the Receivables and parties to the Contracts to
verify with them to the General Administrative Agent's satisfaction the
existence, amount and terms of any Receivables or Contracts.

                  (b) Upon the request of the General Administrative Agent at
any time after the occurrence and during the continuance of an Event of Default,
each Grantor shall notify obligors on the Receivables and parties to the
Contracts that the Receivables and the Contracts have been assigned to the
General Administrative Agent for the ratable benefit of the Lenders and that
payments in respect thereof shall be made directly to the General Administrative
Agent.

                  (c) Anything herein to the contrary notwithstanding, each
Grantor shall remain liable under each of the Receivables and the Contracts to
observe and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with the terms of any agreement
giving rise thereto. Neither the General Administrative Agent nor any Lender
shall have any obligation or liability under any Receivable (or any agreement
giving rise thereto) or Contract by reason of or arising out of this Agreement
or the receipt by the General Administrative Agent or any Lender of any payment
relating thereto, nor shall the General Administrative Agent or any Lender be
obligated in any manner to perform any of the obligations of any Grantor under
or pursuant to any Receivable (or any agreement giving rise thereto) or
Contract, to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or
times.

                  6.3 Pledged Stock. (a) Unless an Event of Default shall have
occurred and be continuing and the General Administrative Agent shall have given
notice to the relevant Grantor of the General Administrative Agent's intent to
exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall
be permitted to receive all cash dividends paid in respect of the Pledged Stock
and all payments made in respect of the Pledged Notes, in each case paid in the
normal course of business of the relevant Issuer and consistent with past
practice, to the extent permitted in the Credit Agreement, and to exercise all
voting and corporate rights with respect to the Pledged Securities; provided,
however, that no vote shall be cast or corporate right exercised or other action
taken which, in the General Administrative Agent's reasonable judgment, would
impair the Collateral or which would be inconsistent with or result in any
violation of any provision of the Credit Agreement, this Agreement or any other
Loan Document.

                  (b) If an Event of Default shall occur and be continuing and
the General Administrative Agent shall give notice of its intent to exercise
such rights to the relevant Grantor or


<PAGE>   158


                                                                              21



Grantors, (i) the General Administrative Agent shall have the right to receive
any and all cash dividends, payments or other Proceeds paid in respect of the
Pledged Securities and make application thereof to the Obligations in such order
as the General Administrative Agent may determine, and (ii) any or all of the
Pledged Securities shall be registered in the name of the General Administrative
Agent or its nominee, and the General Administrative Agent or its nominee may
thereafter exercise (x) all voting, corporate and other rights pertaining to
such Pledged Securities at any meeting of shareholders of the relevant Issuer or
Issuers or otherwise and (y) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to such
Pledged Securities as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Securities upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the corporate structure of any Issuer, or upon the
exercise by any Grantor or the General Administrative Agent of any right,
privilege or option pertaining to such Pledged Securities, and in connection
therewith, the right to deposit and deliver any and all of the Pledged
Securities with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the General Administrative
Agent may determine), all without liability except to account for property
actually received by it, but the General Administrative Agent shall have no duty
to any Grantor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

                  (c) Each Grantor hereby authorizes and instructs each Issuer
of any Pledged Securities pledged by such Grantor hereunder to (i) comply with
any instruction received by it from the General Administrative Agent in writing
that (x) states that an Event of Default has occurred and is continuing and (y)
is otherwise in accordance with the terms of this Agreement, without any other
or further instructions from such Grantor, and each Grantor agrees that each
Issuer shall be fully protected in so complying, and (ii) unless otherwise
expressly permitted hereby, pay any dividends or other payments with respect to
the Pledged Securities directly to the General Administrative Agent.

                  6.4 Proceeds to be Turned Over To General Administrative
Agent. In addition to the rights of the General Administrative Agent and the
Lenders specified in Section 6.1 with respect to payments of Receivables, if an
Event of Default shall occur and be continuing, all Proceeds received by any
Grantor consisting of cash, checks and other near-cash items shall be held by
such Grantor in trust for the General Administrative Agent and the Lenders,
segregated from other funds of such Grantor, and shall, forthwith upon receipt
by such Grantor, be turned over to the General Administrative Agent in the exact
form received by such Grantor (duly indorsed by such Grantor to the General
Administrative Agent, if required). All Proceeds received by the General
Administrative Agent hereunder shall be held by the General Administrative Agent
in a Collateral Account maintained under its sole dominion and control. All
Proceeds while held by the General Administrative Agent in a Collateral Account
(or by such Grantor in trust for the General Administrative Agent and the
Lenders) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided
in Section .

                  6.5 Application of Proceeds. At such intervals as may be
agreed upon by the Company and the General Administrative Agent, or, if an Event
of Default shall have occurred and be continuing, at any time at the General
Administrative Agent's election, the General Administrative Agent may apply all
or any part of Proceeds held in any Collateral Account in payment of the
Obligations in such order as the General Administrative Agent may elect, and any
part of such funds which the General Administrative Agent elects not so to apply
and deems not required as collateral security for the Obligations shall be paid
over from time to time by the General Administrative Agent


<PAGE>   159


                                                                              22



to the Company or to whomsoever may be lawfully entitled to receive the same.
Any balance of such Proceeds remaining after the Obligations shall have been
paid in full, no Letters of Credit or Acceptance Notes shall be outstanding and
the Commitments shall have terminated shall be paid over to the Company or to
whomsoever may be lawfully entitled to receive the same.

                  6.6 Code and Other Remedies. If an Event of Default shall
occur and be continuing, the General Administrative Agent, on behalf of the
Lenders, may exercise, in addition to all other rights and remedies granted to
them in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the New York UCC or any other applicable law. Without limiting the
generality of the foregoing, the General Administrative Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon any
Grantor or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
the General Administrative Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The General Administrative Agent or any Lender shall have the right upon any
such public sale or sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of the Collateral so
sold, free of any right or equity of redemption in any Grantor, which right or
equity is hereby waived and released. Each Grantor further agrees, at the
General Administrative Agent's request, to assemble the Collateral and make it
available to the General Administrative Agent at places which the General
Administrative Agent shall reasonably select, whether at such Grantor's premises
or elsewhere. The General Administrative Agent shall apply the net proceeds of
any action taken by it pursuant to this Section 6.6, after deducting all
reasonable costs and expenses of every kind incurred in connection therewith or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the General Administrative Agent and
the Lenders hereunder, including, without limitation, reasonable attorneys' fees
and disbursements, to the payment in whole or in part of the Obligations, in
such order as the General Administrative Agent may elect, and only after such
application and after the payment by the General Administrative Agent of any
other amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the New York UCC, need the General Administrative Agent
account for the surplus, if any, to any Grantor. To the extent permitted by
applicable law, each Grantor waives all claims, damages and demands it may
acquire against the General Administrative Agent or any Lender arising out of
the exercise by them of any rights hereunder. If any notice of a proposed sale
or other disposition of Collateral shall be required by law, such notice shall
be deemed reasonable and proper if given at least 10 days before such sale or
other disposition.

                  6.7 Registration Rights. (a) If the General Administrative
Agent shall determine to exercise its right to sell any or all of the Pledged
Stock pursuant to Section 6.6, and if in the opinion of the General
Administrative Agent it is necessary or advisable to have the Pledged Stock, or
that portion thereof to be sold, registered under the provisions of the
Securities Act, the relevant Grantor will cause the Issuer thereof to (i)
execute and deliver, and cause the directors and officers of such Issuer to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the opinion of the General Administrative
Agent, necessary or advisable to


<PAGE>   160


                                                                              23



register the Pledged Stock, or that portion thereof to be sold, under the
provisions of the Securities Act, (ii) use its best efforts to cause the
registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering of
the Pledged Stock, or that portion thereof to be sold, and (iii) make all
amendments thereto and/or to the related prospectus which, in the opinion of the
General Administrative Agent, are necessary or advisable, all in conformity with
the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. Each Grantor agrees to
cause such Issuer to comply with the provisions of the securities or "Blue Sky"
laws of any and all jurisdictions which the General Administrative Agent shall
designate and to make available to its security holders, as soon as practicable,
an earnings statement (which need not be audited) which will satisfy the
provisions of Section 11(a) of the Securities Act.

                  (b) Each Grantor recognizes that the General Administrative
Agent may be unable to effect a public sale of any or all the Pledged Stock, by
reason of certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof. Each Grantor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable than if such sale were a public
sale and, notwithstanding such circumstances, agrees that any such private sale
shall be deemed to have been made in a commercially reasonable manner. The
General Administrative Agent shall be under no obligation to delay a sale of any
of the Pledged Stock for the period of time necessary to permit the Issuer
thereof to register such securities for public sale under the Securities Act, or
under applicable state securities laws, even if such Issuer would agree to do
so.

                  (c) Each Grantor agrees to use its best efforts to do or cause
to be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and
binding and in compliance with any and all other applicable Requirements of Law.
Each Grantor further agrees that a breach of any of the covenants contained in
this Section 6.7 will cause irreparable injury to the General Administrative
Agent and the Lenders, that the General Administrative Agent and the Lenders
have no adequate remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this Section 6.7 shall be specifically
enforceable against such Grantor, and such Grantor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that no Event of Default has occurred under the
Credit Agreement.

                  6.8 Waiver; Deficiency. Each Grantor waives and agrees not to
assert any rights or privileges which it may acquire under Section 9-112 of the
New York UCC. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the fees and disbursements of any attorneys employed by
the General Administrative Agent or any Lender to collect such deficiency.



<PAGE>   161


                                                                              24




                   SECTION 7. THE GENERAL ADMINISTRATIVE AGENT

                  7.1 General Administrative Agent's Appointment as
Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and
appoints the General Administrative Agent and any officer or agent thereof, with
full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in
the name of such Grantor or in its own name, for the purpose of carrying out the
terms of this Agreement, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement, and, without limiting the generality
of the foregoing, each Grantor hereby gives the General Administrative Agent the
power and right, on behalf of such Grantor, without notice to or assent by such
Grantor, to do any or all of the following:

                      (i) in the name of such Grantor or its own name, or
         otherwise, take possession of and indorse and collect any checks,
         drafts, notes, acceptances or other instruments for the payment of
         moneys due under any Receivable or Contract or with respect to any
         other Collateral and file any claim or take any other action or
         proceeding in any court of law or equity or otherwise deemed
         appropriate by the General Administrative Agent for the purpose of
         collecting any and all such moneys due under any Receivable or Contract
         or with respect to any other Collateral whenever payable;

                     (ii) in the case of any Intellectual Property, execute and
         deliver, and have recorded, any and all agreements, instruments,
         documents and papers as the General Administrative Agent may request to
         evidence the General Administrative Agent's and the Lenders' security
         interest in such Intellectual Property and the goodwill and general
         intangibles of such Grantor relating thereto or represented thereby;

                    (iii) pay or discharge taxes and Liens levied or placed on
         or threatened against the Collateral, effect any repairs or any
         insurance called for by the terms of this Agreement and pay all or any
         part of the premiums therefor and the costs thereof;

                     (iv) execute, in connection with any sale provided for in
         Section 6.6 or 6.7, any indorsements, assignments or other instruments
         of conveyance or transfer with respect to the Collateral; and

                      (v) (1) direct any party liable for any payment under any
         of the Collateral to make payment of any and all moneys due or to
         become due thereunder directly to the General Administrative Agent or
         as the General Administrative Agent shall direct; (2) ask or demand
         for, collect, and receive payment of and receipt for, any and all
         moneys, claims and other amounts due or to become due at any time in
         respect of or arising out of any Collateral; (3) sign and indorse any
         invoices, freight or express bills, bills of lading, storage or
         warehouse receipts, drafts against debtors, assignments, verifications,
         notices and other documents in connection with any of the Collateral;
         (4) commence and prosecute any suits, actions or proceedings at law or
         in equity in any court of competent jurisdiction to collect the
         Collateral or any portion thereof and to enforce any other right in
         respect of any Collateral; (5) defend any suit, action or proceeding
         brought against such Grantor with respect to any Collateral; (6)
         settle, compromise or adjust any such suit, action or proceeding and,
         in connection therewith, give such discharges or releases as the
         General Administrative Agent may deem appropriate;


<PAGE>   162


                                                                              25



         (7) assign any Copyright, Patent or Trademark (along with the goodwill
         of the business to which any such Copyright, Patent or Trademark
         pertains), throughout the world for such term or terms, on such
         conditions, and in such manner, as the General Administrative Agent
         shall in its sole discretion determine; and (8) generally, sell,
         transfer, pledge and make any agreement with respect to or otherwise
         deal with any of the Collateral as fully and completely as though the
         General Administrative Agent were the absolute owner thereof for all
         purposes, and do, at the General Administrative Agent's option and such
         Grantor's expense, at any time, or from time to time, all acts and
         things which the General Administrative Agent deems necessary to
         protect, preserve or realize upon the Collateral and the General
         Administrative Agent's and the Lenders' security interests therein and
         to effect the intent of this Agreement, all as fully and effectively as
         such Grantor might do.

         Anything in this Section 7.1(a) to the contrary notwithstanding, the
General Administrative Agent agrees that it will not exercise any rights under
the power of attorney provided for in this Section 7.1(a) unless an Event of
Default shall have occurred and be continuing.

                  (b) If any Grantor fails to perform or comply with any of its
agreements contained herein, the General Administrative Agent, at its option,
but without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.

                  (c) The expenses of the General Administrative Agent incurred
in connection with actions undertaken as provided in this Section 7.1, together
with interest thereon at a rate per annum equal to the rate per annum at which
interest would then be payable on past due Revolving Credit Loans that are Base
Rate Loans under the Credit Agreement, from the date of payment by the General
Administrative Agent to the date reimbursed by the relevant Grantor, shall be
payable by such Grantor to the General Administrative Agent on demand.

                  (d) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests
created hereby are released.

                  7.2 Duty of General Administrative Agent. The General
Administrative Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207
of the New York UCC or otherwise, shall be to deal with it in the same manner as
the General Administrative Agent deals with similar property for its own
account. Neither the General Administrative Agent, any Lender nor any of their
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to the Collateral or any part thereof. The
powers conferred on the General Administrative Agent and the Lenders hereunder
are solely to protect the General Administrative Agent's and the Lenders'
interests in the Collateral and shall not impose any duty upon the General
Administrative Agent or any Lender to exercise any such powers. The General
Administrative Agent and the Lenders shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers, and neither
they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.

<PAGE>   163


                                                                              26




                  7.3 Execution of Financing Statements. Pursuant to Section
9-402 of the New York UCC and any other applicable law, each Grantor authorizes
the General Administrative Agent to file or record financing statements and
other filing or recording documents or instruments with respect to the
Collateral without the signature of such Grantor in such form and in such
offices as the General Administrative Agent reasonably determines appropriate to
perfect the security interests of the General Administrative Agent under this
Agreement. A photographic or other reproduction of this Agreement shall be
sufficient as a financing statement or other filing or recording document or
instrument for filing or recording in any jurisdiction.

                  7.4 Authority of General Administrative Agent. Each Grantor
acknowledges that the rights and responsibilities of the General Administrative
Agent under this Agreement with respect to any action taken by the General
Administrative Agent or the exercise or non-exercise by the General
Administrative Agent of any option, voting right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the General Administrative Agent and the Lenders, be
governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the General
Administrative Agent and the Grantors, the General Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and no Grantor shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.


                            SECTION 8. MISCELLANEOUS

                  8.1 Amendments in Writing. None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified except
in accordance with Section 14.1 of the Credit Agreement.

                  8.2 Notices. All notices, requests and demands to or upon the
General Administrative Agent or any Grantor hereunder shall be effected in the
manner provided for in Section 14.2 of the Credit Agreement; provided that any
such notice, request or demand to or upon any Guarantor shall be addressed to
such Guarantor at its notice address set forth on Schedule 1.

                  8.3 No Waiver by Course of Conduct; Cumulative Remedies.
Neither the General Administrative Agent nor any Lender shall by any act (except
by a written instrument pursuant to Section 8.1), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the General Administrative Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the General Administrative
Agent or any Lender of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the General
Administrative Agent or such Lender would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided
by law.

                  8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor
agrees to pay or reimburse each Lender and the General Administrative Agent for
all its costs and expenses incurred in


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                                                                              27



collecting against such Guarantor under the guarantee contained in Section 2 or
otherwise enforcing or preserving any rights under this Agreement and the other
Loan Documents to which such Guarantor is a party, including, without
limitation, the fees and disbursements of counsel (including the allocated fees
and expenses of in-house counsel) to each Lender and of counsel to the General
Administrative Agent.

                  (b) Each Guarantor agrees to pay, and to save the General
Administrative Agent and the Lenders harmless from, any and all liabilities with
respect to, or resulting from any delay in paying, any and all stamp, excise,
sales or other taxes which may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the transactions
contemplated by this Agreement.

                  (c) Each Guarantor agrees to pay, and to save the General
Administrative Agent and the Lenders harmless from, any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement to the extent the Company would be required to do so pursuant to
subsection 14.5 of the Credit Agreement.

                  (d) The agreements in this Section 8.4 shall survive repayment
of the Obligations and all other amounts payable under the Credit Agreement and
the other Loan Documents.

                  8.5 Successors and Assigns. This Agreement shall be binding
upon the successors and assigns of each Grantor and shall inure to the benefit
of the General Administrative Agent and the Lenders and their successors and
assigns; provided that no Grantor may assign, transfer or delegate any of its
rights or obligations under this Agreement without the prior written consent of
the General Administrative Agent.

                  8.6 Set-Off. Each Grantor hereby irrevocably authorizes the
General Administrative Agent and each Lender at any time and from time to time,
without notice to such Grantor or any other Grantor, any such notice being
expressly waived by each Grantor, to set-off and appropriate and apply any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the General Administrative Agent or such
Lender to or for the credit or the account of such Grantor, or any part thereof
in such amounts as the General Administrative Agent or such Lender may elect,
against and on account of the obligations and liabilities of such Grantor to the
General Administrative Agent or such Lender hereunder and claims of every nature
and description of the General Administrative Agent or such Lender against such
Grantor, in any currency, whether arising hereunder, under the Credit Agreement,
any other Loan Document or otherwise, as the General Administrative Agent or
such Lender may elect, whether or not the General Administrative Agent or any
Lender has made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. The General
Administrative Agent and each Lender shall notify such Grantor promptly of any
such set-off and the application made by the General Administrative Agent or
such Lender of the proceeds thereof, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of the General Administrative Agent and each Lender under this Section 8.6 are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) which the General Administrative Agent or such Lender may
have.



<PAGE>   165


                                                                              28



                  8.7 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

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

                  8.9 Section Headings. The Section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

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

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

                  8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         Courts of the State of New York, the courts of the United States of
         America for the Southern District of New York, and appellate courts
         from any thereof;

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

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Grantor at its address referred to in Section 8.2 or
         at such other address of which the General Administrative Agent shall
         have been notified pursuant thereto;

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



<PAGE>   166


                                                                              29



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

                  8.13 Acknowledgements.  Each Grantor hereby acknowledges 
that:

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

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

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

                  8.14 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  8.15 Additional Grantors. Each Subsidiary of the Company that
is required to become a party to this Agreement pursuant to subsection 9.10(b)
of the Credit Agreement shall become a Grantor for all purposes of this
Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex 1 hereto.

                  8.16 Releases. (a) At such time as the Loans, the
Reimbursement Obligations, the Acceptance Reimbursement Obligations and the
other Obligations shall have been paid in full, the Commitments have been
terminated and no Letters of Credit or Acceptance Notes shall be outstanding,
the Collateral shall be released from the Liens created hereby, and this
Agreement and all obligations (other than those expressly stated to survive such
termination) of the General Administrative Agent and each Grantor hereunder
shall terminate, all without delivery of any instrument or performance of any
act by any party, and all rights to the Collateral shall revert to the Grantors.
At the request and sole expense of any Grantor following any such termination,
the General Administrative Agent shall deliver to such Grantor any Collateral
held by the General Administrative Agent hereunder, and execute and deliver to
such Grantor such documents as such Grantor shall reasonably request to evidence
such termination.

                  (b)  If any of the Collateral shall be sold, transferred or
otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement, then the General Administrative Agent, at the request and sole
expense of such Grantor, shall execute and deliver to such Grantor all releases
or other documents reasonably necessary or desirable for the release of the
Liens created hereby on such Collateral. At the request and sole expense of the
Company, a Subsidiary Guarantor shall be released from its obligations hereunder
in the event that all the Capital Stock of such Subsidiary Guarantor shall be
sold, transferred or otherwise disposed of in a transaction permitted by the
Credit Agreement;


<PAGE>   167


                                                                              30



provided that the Company shall have delivered to the General Administrative
Agent, at least ten Business Days prior to the date of the proposed release, a
written request for release identifying the relevant Subsidiary Guarantor and
the terms of the sale or other disposition in reasonable detail, including the
price thereof and any expenses in connection therewith, together with a
certification by the Company stating that such transaction is in compliance with
the Credit Agreement and the other Loan Documents.



<PAGE>   168


                                                                              31




                  IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee and Collateral Agreement to be duly executed and delivered as of the
date first above written.


                                       LAIDLAW ENVIRONMENTAL SERVICES, INC.   
                                       LAIDLAW CHEM-WASTE, INC.               
                                       LAIDLAW ENVIRONMENTAL SERVICES (US),   
                                       INC.                                   
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         OF ILLINOIS, INC.                    
                                       GSX CHEMICAL SERVICES OF OHIO, INC.    
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (BDT), INC.                          
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (FS), INC.                           
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (GS), INC.                           
                                       LAIDLAW ENVIRONMENTAL SERVICES OF      
                                         CHATTANOOGA, INC.                    
                                       LAIDLAW ENVIRONMENTAL SERVICES OF      
                                         WHITE CASTLE, INC.                   
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (RECOVERY), INC.                     
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (TS), INC.                           
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (IMPERIAL VALLEY), INC.              
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (LOKERN), INC.                       
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         OF CALIFORNIA, INC.                  
                                       LAIDLAW ENVIRONMENTAL SERVICES OF      
                                         SOUTH CAROLINA, INC.                 
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (NORTH EAST), INC.                   
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (TES), INC.                          
                                       CORSAN TRUCKING, INC.                  
                                       LAIDLAW CHEMICAL SERVICES, INC.        
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (TOC), INC.                          
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (TG), INC.                           
                                       REDOX, INC.                            
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (ALTAIR), INC.                       
                                       LAIDLAW ENVIRONMENTAL SERVICES         
                                         (WT), INC.                           

<PAGE>   169


                                                                              32


                                       SOLVENT SERVICE CO., INC.                
                                       LAIDLAW ENVIRONMENTAL SERVICES OF        
                                         BARTOW, INC.                           
                                       LAIDLAW ENVIRONMENTAL SERVICES           
                                         (THERMAL TREATMENT), INC.              
                                       LEMC, INC.                               
                                       LAIDLAW OSCO HOLDINGS, INC.              
                                       BRYSON INDUSTRIAL SERVICES, INC.         
                                       LAIDLAW ENVIRONMENTAL SERVICES OF        
                                         NASHVILLE, INC.                        
                                       OSCO ENVIRONMENTAL SERVICES, INC.        
                                       MASTER WASH PRODUCTS, INC.               
                                       USPCI CLIVE INCINERATION FACILITY, INC.  
                                       GREENFIELD SERVICES CORPORATION          
                                       UPC HOLDING CORP.                        
                                       USPCI, INC.                             
                                       UNITED STATES POLLUTION CONTROL, INC.    
                                       HYDROCARBON RECYCLERS, INC.              
                                       HYDROCARBON RECYCLERS, INC.              
                                         OF SAN ANTONIO                         
                                       HYDROCARBON RECYCLERS, INC. OF WICHITA   
                                       NORTHEASTERN REMEDIAL CORPORATION        
                                       USPCI, INC. OF GEORGIA                   
                                       MUNICIPAL SERVICES CORPORATION           
                                       CHEMCLEAR, INC. OF LOS ANGELES           
                                       MINNESOTA INDUSTRIAL CONTAINMENT         
                                         FACILITY, INC.                        
                                       USPCI OF PENNSYLVANIA, INC.              
                                       MCDUFFIE COUNTY ENVIRONMENTAL            
                                         FACILITY, INC.                         
                                       EAST CARBON DEVELOPMENT FINANCIAL        
                                         PARTNERS, INC.                         
                                       PPM, INC. OF GEORGIA                     
                                       NINTH STREET PROPERTIES, INC.            
                                       ALLWORTH OF TENNESSEE, INC.              
                                       HIGHWAY 36 LAND DEVELOPMENT COMPANY      
                                       NATIONAL ELECTRIC, INC.                  
                                       APTUS, INC.                              
                                       ROLLINS O.P.C. INC.                      
                                       ROLLINS ENVIRONMENTAL SERVICES (LA) INC. 
                                       ROLLINS ENVIRONMENTAL SERVICES           
                                         OF LOUISIANA, INC.                     
                                       ROLLINS ENVIRONMENTAL SERVICES (NJ) INC.
                                       ROLLINS ENVIRONMENTAL SERVICES (TX) INC.
                                       TIPTON ENVIRONMENTAL TECHNOLOGY, INC.   
                                       ROLLINS ENVIRONMENTAL, INC.           
                                       SUSSEX CONTRACTORS, INC.                
                                       




<PAGE>   170


                                                                              33



                                       GLOUCESTER COUNTY CONSTRUCTION CO.     
                                       CUSTOM ENVIRONMENTAL TRANSPORT, INC.   
                                                                              
                                                                              
                                                                              
                                       By:        
                                          ---------------------------------- 
                                           Name:                              
                                           Title:                             
                                       



<PAGE>   171




                                                                      Schedule 1









                         NOTICE ADDRESSES OF GUARANTORS



The notice address for each of the Guarantors is:


                         1301 Gervais Street, Suite 300
                         Columbia, South Carolina 29201


<PAGE>   172




                                                                      Schedule 2

                        DESCRIPTION OF PLEDGED SECURITIES
                        ---------------------------------

<TABLE>
<CAPTION>


Pledged Stock:

Issuer                                  Class of              Stock           No. of              Shareholder
                                        Stock                 Cert. No.       Shares
                                                                              Issued

<S>                                     <C>                   <C>             <C>                 <C>                
Laidlaw Chem-Waste, Inc.                Common                6 & 7           212                 Rollins Environmental Services,
                                                                                                  Inc.*

WHOLLY-OWNED SUBSIDIARIES

Laidlaw Environmental                   Common                3 & 4           205                 Laidlaw Chem-Waste, Inc.
Services (US), Inc.*

Laidlaw Environmental                   Common                2               500                 Laidlaw Environmental Services
Services of Illinois, Inc.                                                                        (US), Inc.*

GSX Chemical Services of                Common                4               500                 Laidlaw Environmental Services
Ohio, Inc.                                                                                        (US), Inc.

Laidlaw Environmental                   Common                12              7,510               Laidlaw Environmental Services
Services (BDT), Inc.                                                                              (US), Inc.

Laidlaw Environmental                   Common                3               6,500               6,500 common shares (87%)
Services (FS), Inc.                                                                               issued to Laidlaw
                                                                                                  Environmental Services (US),
                                                                                                  Inc.

                                                              2               1,000               1,000 common shares (13%)
                                                                                                  issued to Laidlaw
                                                                                                  Environmental Services (Altair),
                                                                                                  Inc.

Laidlaw Environmental                   Common                12              10                  Laidlaw Environmental Services
Services (GS), Inc.                                                                               (US), Inc.

Laidlaw Environmental                   Common                2               100                 Laidlaw Environmental Services
Services of Chattanooga, Inc.                                                                     (US), Inc.

Laidlaw Environmental                   Common                10              17,820              Laidlaw Environmental Services
Services of White Castle, Inc.                                                                    (US), Inc.

Laidlaw Environmental                   Common                2               105                 Laidlaw Environmental Services
Services (Recovery), Inc.                                                                         (US), Inc.

Laidlaw Environmental                   Common                2               100                 Laidlaw Environmental Services
Services (TS), Inc.                                                                               (US), Inc.
</TABLE>

--------

*   Name to be changed by the Closing Date.


<PAGE>   173

<TABLE>
<CAPTION>

Pledged Stock:

Issuer                                  Class of              Stock           No. of              Shareholder
                                        Stock                 Cert. No.       Shares
                                                                              Issued

<S>                                     <C>                   <C>             <C>                 <C>      
Laidlaw Environmental                   Common                1               20                  10 common shares (50%) issued
Services (Imperial Valley),                                                                       to Laidlaw Environmental
Inc.                                                                                              Services of  California, Inc.

                                                              2                                   10 common shares (50%) issued
                                                                                                  to Laidlaw Environmental
                                                                                                  Services (US), Inc.

Laidlaw Environmental                   Common                2               13                  3 common shares (23%) issued
Services (Lokern), Inc.                                                                           to Laidlaw Environmental
                                                                                                  Services (US), Inc.

                                                              1                                   10 common shares (77%) issued
                                                                                                  to Laidlaw Environmental
                                                                                                  Services of California, Inc.

Laidlaw Environmental                   Common                3               100                 Laidlaw Environmental Services
Services of California, Inc.                                                                      (US), Inc.

Laidlaw Environmental                   Common                222             1                   Laidlaw Environmental Services
Services of South Carolina,                                                                       (US), Inc.
Inc.

Laidlaw Environmental                   Common                5               100                 Laidlaw Environmental Services
Services (North East), Inc.                                                                       (US), Inc.

Corsan Trucking, Inc.                   Common                4               1,000               750 common shares (75%)
                                                                                                  issued to Laidlaw
                                                                                                  Environmental Services (US),
                                                                                                  Inc.

                                                              3                                   250 common shares (25%)
                                                                                                  issued to Laidlaw
                                                                                                  Environmental Services (TES),
                                                                                                  Inc.

Laidlaw Environmental                   Common                7               10,000              Laidlaw Environmental Services
Services (TES), Inc.                                                                              (US), Inc.

Laidlaw Chemical Services,              Common                7               3,000               Laidlaw Environmental Services
Inc.                                                                                              (US), Inc.

Laidlaw Environmental                   Common                3               100                 Laidlaw Environmental Services
Services (TOC), Inc.                                                                              (US), Inc.

Laidlaw Environmental                   Common                3               1,000               Laidlaw Environmental Services
Services (TG), Inc.                                                                               (US), Inc.

Redox, Inc.                             Common                6               100                 Laidlaw Environmental Services
                                                                                                  (US), Inc.

Laidlaw Environmental                   Common                3               1,000               Laidlaw Environmental Services
Services (Altair), Inc.                                                                           (US), Inc.
</TABLE>



<PAGE>   174


<TABLE>
<CAPTION>

Pledged Stock:

Issuer                                  Class of              Stock           No. of              Shareholder
                                        Stock                 Cert. No.       Shares
                                                                              Issued

<S>                                     <C>                   <C>             <C>                 <C>
Laidlaw Environmental                   Common                C-1             201,000             Laidlaw Environmental Services
Services (WT), Inc.                                                                               (US), Inc.

Laidlaw Environmental                   Common                2               1,000               Laidlaw Environmental Services
Services of Bartow, Inc.                                                                          (US), Inc.

Laidlaw Environmental                   Common                1               100                 Laidlaw Environmental Services
Services (Thermal Treatment),                                                                     (US), Inc.
Inc.

LEMC, Inc.                              Common                1               10                  Laidlaw Environmental Services
                                                                                                  (US), Inc.

Laidlaw Osco Holdings, Inc.             Common                1               100                 Laidlaw Environmental Services
                                                                                                  (US), Inc.

Bryson Industrial Services,             Common                C-1             1,000               Laidlaw Osco Holdings, Inc.
Inc.

Laidlaw Environmental                   Common                2               1,000               Laidlaw Osco Holdings, Inc.
Services of Nashville, Inc.

Osco Environmental Services,            Common                2               1,000               Laidlaw Osco Holdings, Inc.
Inc.

Master Wash Products, Inc.              Common                C101            5,100,000           Laidlaw Environmental Services
                                                                                                  (US), Inc.

USPCI Clive Incineration                Common                11              1,000               Laidlaw Environmental Services
Facility, Inc.                                                                                    (US), Inc.

Greenfield Services                     Common                2               100,000             Laidlaw Environmental Services
Corporation                                                                                       (US), Inc.

UPC Holding Corp.                       Common                3               100                 Laidlaw Environmental Services
                                                                                                  (US), Inc.

USPCI, Inc.                             Common                A               1,000               UPC Holding Corp.

United States Pollution                 Common                9               3,076,872           USPCI, Inc.
Control, Inc.

Hydrocarbon Recyclers, Inc.             Common                C-2             10,000              United States Pollution Control,
                                                                                                  Inc.

Hydrocarbon Recyclers, Inc.             Common                1               3,402               Hydrocarbon Recyclers, Inc.
of San Antonio

Hydrocarbon Recyclers, Inc.             Common                2               100                 Hydrocarbon Recyclers, Inc.
of Wichita

Northeastern Remedial                   Common                1               1,000               United States Pollution Control,
Corporation                                                                                       Inc.
</TABLE>



<PAGE>   175


<TABLE>
<CAPTION>

Pledged Stock:

Issuer                                  Class of              Stock           No. of              Shareholder
                                        Stock                 Cert. No.       Shares
                                                                              Issued

<S>                                     <C>                   <C>             <C>                 <C>


USPCI, Inc. of Georgia                  Common                1               100                 USPCI, Inc.

Solvent Service Co., Inc.               Common                C-1             100                 USPCI, Inc.

Municipal Services                      Common                2               1,000               USPCI, Inc.
Corporation

Chemclear, Inc. of Los                  Common                1               1,000               USPCI, Inc.
Angeles

Minnesota Industrial                    Common                1               5,000               USPCI, Inc.
Containment Facility, Inc.

USPCI of Pennsylvania, Inc.             Common                C38             1,053               USPCI, Inc.

McDuffie County                         Common                1               1,000               USPCI, Inc.
Environmental Facility, Inc.

East Carbon Development                 Common                1               1,000               USPCI, Inc.
Financial Partners, Inc.

PPM, Inc. of Georgia                    Common                1               100                 USPCI, Inc.

Ninth Street Properties, Inc.           Common                1               1,000               PPM, Inc. of Georgia

Allworth of Tennessee, Inc.             Common                2               1,000               Laidlaw Chem-Waste, Inc.

Highway 36 Land                         Common                5               500                 Laidlaw Chem-Waste, Inc.
Development Co.

National Electric, Inc. (Parent         Common                11              3,000               Laidlaw Chem-Waste, Inc.
of Aptus, Inc.)

Rollins O.P.C. Inc.                     Common                4               1,000               Laidlaw Chem-Waste, Inc.

Rollins Environmental                   Common                2               1,000               Laidlaw Chem-Waste, Inc.
Services (LA) Inc.

Rollins Environmental                   Common                2               1,000               Laidlaw Chem-Waste, Inc.
Services of Louisiana, Inc.

Rollins Environmental                   Common                7               1,000               Laidlaw Chem-Waste, Inc.
Services (NJ) Inc.

Rollins Environmental                   Common                2               1,000               Laidlaw Chem-Waste, Inc.
Services (TX) Inc.

Tipton Environmental                    Common                3               1,000               Laidlaw Chem-Waste, Inc.
Technology, Inc.

Rollins Environmental, Inc.             Common                2               1,000               Laidlaw Chem-Waste, Inc.

Sussex Contractors, Inc.                Common                2               500                 Laidlaw Chem-Waste, Inc.

Gloucester County                       Common                3               1,000               Laidlaw Chem-Waste, Inc.
Construction Co.
</TABLE>



<PAGE>   176


<TABLE>
<CAPTION>

Pledged Stock:

Issuer                                  Class of              Stock           No. of              Shareholder
                                        Stock                 Cert. No.       Shares
                                                                              Issued

<S>                                     <C>                   <C>             <C>                 <C>
Custom Environmental                    Common                2               1,000               Laidlaw Chem-Waste, Inc.
Transport, Inc.

Aptus, Inc.                             Common                4               1,000               National Electric, Inc.

OTHER U.S.SUBSIDIARIES AND
INVESTMENTS:

Osco Treatment Systems of               Common                13              1,000               500 common shares (50%)
Mississippi, Inc.                                                                                 issued to Laidlaw Osco
                                                                                                  Holdings, Inc.

USPCI of Mississippi, Inc.              Common                1R              2,000               1,000 common shares (50%)
                                                                                                  issued to United States
                                                                                                  Pollution Control, Inc.

ECDC Environmental, L.C.                Class A               2-A             n/a                 80% Membership Interest held
                                        Membership                                                by Northeastern Remedial
                                        Interest                                                  Corporation (made up of 60%
                                                                                                  Class A and 20% Class B
                                        Class B               6-B                                 Membership Interests)
                                        Membership
                                        Interest


FOREIGN SUBSIDIARIES:

Laidlaw Environmental                   Series A and          1-B             500                 400 Series B shares issued to
Services de Mexico, S.A. de             Series B                                                  Laidlaw Investments Ltd.
C.V.                                    Shares

Laidlaw Environmental                   Common                4               1                   Laidlaw Finance (Barbados)
Services (Puerto Rico), Inc.                                                                      Ltd.

Laidlaw Environmental                   Class A,              1               100                 65 Class A shares issued to
Services (Canada) Ltd.                  Class B,                                                  Laidlaw Chem-Waste, Inc.
                                        Class C,
                                        Class D and           3               [  ]                1040 Class A shares issued to
                                        Class E                                                   Laidlaw Chem-Waste, Inc.
                                        shares


                                                                                                 
                                                              B-3             [  ]                6500 Class B shares issued to
                                                                                                  Laidlaw Chem-Waste, Inc.

</TABLE>

<TABLE>
<CAPTION>
PLEDGED NOTES:
                  Issuer                     Payee                                       Principal Amount
                  ------                     -----                                       ----------------

<S>                                          <C>                                         <C>
Sutton Street Realty Trust                   Dizzy Bridge Realty Trust                   $551,958.11
</TABLE>

<PAGE>   177




                                                                      Schedule 3



                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         Uniform Commercial Code Filings


          [List each office where a financing statement is to be filed]




                          Patent and Trademark Filings
                          ----------------------------


                               [List all filings]




                      Actions with respect to Pledged Stock
                      -------------------------------------




                                  Other Actions


                      [Describe other actions to be taken]


<PAGE>   178




                                                                      Schedule 4









       LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE


                  Grantor                         Location
                  -------                         --------





<PAGE>   179




                                                                      Schedule 5









                       LOCATION OF INVENTORY AND EQUIPMENT


               Grantor                                 Locations
               -------                                 ---------



<PAGE>   180




                                                                      Schedule 6









                        COPYRIGHTS AND COPYRIGHT LICENSES




                           PATENTS AND PATENT LICENSES




                        TRADEMARKS AND TRADEMARK LICENSES


<PAGE>   181




                                                                      Schedule 7









                                    CONTRACTS

Stock Purchase Agreement, dated February 6, 1997, among Rollins Environmental
Services, Inc., Laidlaw Inc. and Laidlaw Transportion, Inc.


<PAGE>   182




                                                                      Schedule 8









                              EXISTING PRIOR LIENS


<PAGE>   183



                          ACKNOWLEDGEMENT AND CONSENT*


         The undersigned hereby acknowledges receipt of a copy of the Guarantee
and Collateral Agreement dated as of May 15, 1997 (the "Agreement"), made by the
Grantors parties thereto for the benefit of Toronto Dominion (Texas), Inc., as
General Administrative Agent. The undersigned agrees for the benefit of the
General Administrative Agent and the Lenders as follows:

                  1. The undersigned will be bound by the terms of the Agreement
         and will comply with such terms insofar as such terms are applicable to
         the undersigned.

                  2. The undersigned will notify the General Administrative
         Agent promptly in writing of the occurrence of any of the events
         described in Section 5.8(a) of the Agreement.

                  3. The terms of Sections 6.3(a) and 6.7 of the Agreement shall
         apply to it, mutatis mutandis, with respect to all actions that may be
         required of it pursuant to Section 6.3(a) or 6.7 of the Agreement.

                                           [NAME OF ISSUER]



                                           By                     
                                             --------------------------------
                                                                  
                                           Title                  
                                                ----------------------------- 
                                                                  
                                           Address for Notices:   
                                            
                                           ---------------------------------- 
                                           ---------------------------------- 
                                           ---------------------------------- 
                                           Fax:                   
                                               ------------------------------ 
                                           

--------

        * This consent is necessary only with respect to any Issuer
which is not also a Grantor. This consent may be modified or eliminated with
respect to any Issuer that is not controlled by a Grantor.


<PAGE>   184


                                                                               1


                                                                      Annex 1 to
                                              Guarantee and Collateral Agreement



                  ASSUMPTION AGREEMENT, dated as of ________________, 199_, made
by ______________________________, a ______________ corporation (the "Additional
Grantor"), in favor of TORONTO DOMINION (TEXAS) INC., as general administrative
agent (in such capacity, the "General Administrative Agent") for the banks and
other financial institutions (the "Lenders") parties to the Credit Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Credit Agreement.


                              W I T N E S S E T H :


                  WHEREAS, Laidlaw Chem-Waste, Inc. (the "Company"), Laidlaw
Environmental Services (Canada) Ltd. (the "Canadian Borrower"; together with the
Company, the "Borrowers"), the Lenders, the General Administrative Agent, The
Toronto-Dominion Bank, as Canadian Administrative Agent, and certain other
Agents named therein have entered into a Credit Agreement, dated as of May 9,
1997 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement");

                  WHEREAS, in connection with the Credit Agreement, the Company
and certain of its Affiliates (other than the Additional Grantor) have entered
into the Guarantee and Collateral Agreement, dated as of May 15, 1997 (as
amended, supplemented or otherwise modified from time to time, the "Guarantee
and Collateral Agreement") in favor of the General Administrative Agent for the
benefit of the Lenders;

                  WHEREAS, the Credit Agreement requires the Additional Grantor
to become a party to the Guarantee and Collateral Agreement; and

                  WHEREAS, the Additional Grantor has agreed to execute and
deliver this Assumption Agreement in order to become a party to the Guarantee
and Collateral Agreement;

                  NOW, THEREFORE, IT IS AGREED:

                  1. Guarantee and Collateral Agreement. By executing and
delivering this Assumption Agreement, the Additional Grantor, as provided in
Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party
to the Guarantee and Collateral Agreement as a Grantor thereunder with the same
force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Grantor thereunder. The information set forth
in Annex 1-A hereto is hereby added to the information set forth in Schedules
____________** to the Guarantee and Collateral Agreement. The Additional Grantor
hereby represents and warrants that each of the representations and warranties
contained in

--------
**  Refer to each Schedule which needs to be supplemented.



<PAGE>   185


                                                                               2



Section 4 of the Guarantee and Collateral Agreement is true and correct on and
as the date hereof (after giving effect to this Assumption Agreement) as if made
on and as of such date.

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


                  IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                                     [ADDITIONAL GRANTOR]



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

<PAGE>   186
                                                                     EXHIBIT A-1




                                  FORM OF DRAFT

<TABLE>
<CAPTION>
                                   BANKERS' ACCEPTANCE                               No.________________
<S>                                       <C>
To______________________________________  Due__________________    ________________________________ 19__
                                    Bank
________________________________________  __________________________ days after the date (without grace)
                                 Address

                                          For value received pay to the order of the undersigned drawer
              ACCEPTED                    the sum of $__________________________________________________

                                                                          ---------------------------
________________________________________  _________________ Dollars       $
             Payable At                                                   ---------------------------

________________________________________

________________________________________
                                             Value Received, Charge to the Account of:
For_____________________________________
                                             ___________________________________________________________
________________________________________
                    Authorized Signature     Per:_______________________________________________________

________________________________________     Per:_______________________________________________________
                    Authorized Signature

                                                                                       Form 8411 (7-88)
</TABLE>


_________________________________________________________

Per:_____________________________________________________

Per:_____________________________________________________
<PAGE>   187
                                                                       EXHIBIT C

                                     FORM OF
                              REVOLVING CREDIT NOTE



U.S.$_____________                                            New York, New York
                                                              May __, 1997


         FOR VALUE RECEIVED, the undersigned, LAIDLAW CHEM-WASTE, INC., a
Delaware corporation (the "Company"), hereby unconditionally promises to pay to
the order of (the "Lender") at the office of _______________, located at
____________________, New York, New York ________, in lawful money of the United
States of America and in immediately available funds, on the Revolving Credit
Termination Date (as defined in the Credit Agreement referred to below) the
principal amount of (a) UNITED STATES DOLLARS (U.S.$____ ), or, if less, (b) the
aggregate unpaid principal amount of all Revolving Credit Loans made by the
Lender to the Company pursuant to Section 2.4 of such Credit Agreement. The
Company further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the rates and on
the dates specified in Section 6.6 of such Credit Agreement.

         The holder of this Note is authorized to record on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date, Type and amount of each
Revolving Credit Loan made by the Lender pursuant to such Credit Agreement and
the date and amount of each payment or prepayment of principal thereof, each
continuation thereof, each conversion of all or a portion thereof to another
Type and, in the case of LIBOR Loans, the length of each Interest Period and the
applicable LIBOR Rate with respect thereto. Each such recordation shall
constitute prima facie evidence of the accuracy of the information so recorded,
provided that the failure to make any such recordation or any error in any such
recordation shall not affect the obligations of the Company under such Credit
Agreement or this Note.

         This Note (a) is one of the Revolving Credit Notes referred to in the
Credit Agreement, dated as of May __, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Company, Laidlaw Environmental Services (Canada) Ltd., the Lender, the other
banks and financial institutions or entities from time to time parties thereto,
Toronto Dominion (Texas), Inc., as General Administrative Agent, The
Toronto-Dominion Bank, as Canadian Administrative Agent, TD Securities (USA)
Inc., as Arranger, NationsBank, N.A., as Syndication Agent, and The Bank of Nova
Scotia, NationsBank, N.A. and The First National Bank of Chicago, as Managing
Agents, (b) is subject to the provisions of the Credit Agreement and (c) is
subject to optional and mandatory prepayment in whole or in part as provided in
the Credit Agreement. This Revolving Credit Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.
<PAGE>   188
                                                                              2



         Upon the occurrence of any one or more Events of Default specified in
the Credit Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all as provided
in the Credit Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

         Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

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


                                    LAIDLAW CHEM-WASTE, INC.


                                    By:
                                       -----------------------------------------
                                       Title:
<PAGE>   189
                                                                      Schedule A
                                                        to Revolving Credit Note


         BASE RATE LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                            Amount            Amount of      Amount of Base Rate
        Amount of Base   Converted to     Principal of Base   Loans Converted to   Unpaid Principal Balance
 Date     Rate Loans    Base Rate Loans   Rate Loans Repaid       LIBOR Loans          of Base Rate Loans      Notation Made By
<S>      <C>               <C>               <C>                  <C>                  <C>                        <C>
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================
</TABLE>
<PAGE>   190
                                                                      Schedule B
                                                        to Revolving Credit Note


     LIBOR LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBOR LOANS


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                          Amount     Interest Period and                          Amount of LIBOR   Unpaid Principal
         Amount of      Converted      LIBOR Rate with    Amount of Principal   Loans Converted to     Balance of     Notation
 Date   LIBOR Loans   to LIBOR Loans   Respect Thereto   of LIBOR Loans Repaid    Base Rate Loans      LIBOR Loans     Made By
<S>     <C>              <C>              <C>                  <C>                  <C>                  <C>            <C>
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================
</TABLE>
<PAGE>   191
                                                                       EXHIBIT D

                                     FORM OF
                                 U.S. TERM NOTE


U.S.$______________________                                   New York, New York
                                                                    May __, 1997


         FOR VALUE RECEIVED, the undersigned, LAIDLAW CHEM-WASTE, INC., a
Delaware corporation (the "Company"), hereby, unconditionally promises to pay to
the order of ________________________ (the "Lender"), at the office of
_______________, located at _______________________, New York, New York ______,
in lawful money of the United States of America and in immediately available
funds, the principal amount of _____________ UNITED STATES DOLLARS
(U.S.$________), or, if less, the unpaid principal amount of the Tranche [A] [B]
[C] Term Loan of the Lender made to the Company pursuant to Section 2.1 of the
Credit Agreement (as hereinafter defined). The principal amount of this Note
shall be payable in the amounts and on the dates specified in Section 2.3[(a)]
[(b)] [(c)] of the Credit Agreement. The Company further agrees to pay interest
in like money at such office on the unpaid principal amount hereof from time to
time outstanding at the rates and on the dates specified in Section 6.6 of the
Credit Agreement.

         The holder of this Note is authorized to record on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date, Type and amount of the
Tranche [A] [B] [C] Term Loan of the Lender and the date and amount of each
payment or prepayment of principal with respect thereto, each conversion of all
or a portion thereof to another Type, each continuation of all or a portion
thereof as the same Type and, in the case of LIBOR Loans, the length of each
Interest Period with respect thereto. Each such recordation shall constitute
prima facie evidence of the accuracy of the information so recorded. The failure
to make any such recordation (or any error therein) shall not affect the
obligations of the Company in respect of the Credit Agreement or this Note.

         This Note (a) is one of the U.S. Term Notes referred to in the Credit
Agreement, dated as of May ___, 1997 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Company, Laidlaw
Environmental Services (Canada) Ltd., the Lender, the several other banks and
financial institutions or entities from time to time parties thereto, Toronto
Dominion (Texas), Inc., as General Administrative Agent, The Toronto-Dominion
Bank, as Canadian Administrative Agent, TD Securities (USA) Inc., as Arranger,
NationsBank, N.A., as Syndication Agent, and The Bank of Nova Scotia,
NationsBank, N.A. and The First National Bank of Chicago, as Managing Agents,
(b) is subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Loan
Documents. Reference is hereby made to the Loan Documents for a description of
the properties and assets in which a security interest has been granted, the
nature and extent of the security and the guarantees, the terms and conditions
upon which the security interests and each guarantee were granted and the rights
of the holder of this Note in respect thereof.
<PAGE>   192
                                                                               2


         Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

         Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.


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


                                    LAIDLAW CHEM-WASTE, INC.



                                    By:
                                       -----------------------------------------
                                       Title:
<PAGE>   193
                                                                      Schedule A
                                                               to U.S. Term Note


              LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                            Amount            Amount of      Amount of Base Rate
        Amount of Base   Converted to     Principal of Base   Loans Converted to   Unpaid Principal Balance
 Date     Rate Loans    Base Rate Loans   Rate Loans Repaid       LIBOR Loans          of Base Rate Loans      Notation Made By
<S>      <C>               <C>               <C>                  <C>                  <C>                        <C>
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================
</TABLE>
<PAGE>   194
                                                                      Schedule B
                                                               to U.S. Term Note


         LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBOR LOANS


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                          Amount     Interest Period and                          Amount of LIBOR   Unpaid Principal
         Amount of      Converted      LIBOR Rate with    Amount of Principal   Loans Converted to     Balance of     Notation
 Date   LIBOR Loans   to LIBOR Loans   Respect Thereto   of LIBOR Loans Repaid    Base Rate Loans      LIBOR Loans     Made By
<S>     <C>              <C>              <C>                  <C>                  <C>                  <C>            <C>
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================
</TABLE>
<PAGE>   195
                                                                       EXHIBIT E


                                     FORM OF
                               CANADIAN TERM NOTE


C$______________________                                      New York, New York
                                                                    May __, 1997


         FOR VALUE RECEIVED, the undersigned, LAIDLAW ENVIRONMENTAL SERVICES
(CANADA) LTD., a Canadian corporation (the "Canadian Borrower"), hereby,
unconditionally promises to pay to the order of ________________________________
(the "Lender"), at the office of _____________________ located at
________________________, in the lawful money of Canada and in immediately
available funds, the principal amount of _____________ CANADIAN DOLLARS
(C$________), or, if less, the unpaid principal amount of the Canadian Term Loan
of the Lender made to the Canadian Borrower pursuant to Section 4.1 of the
Credit Agreement (as hereinafter defined). The principal amount of this Note
shall be payable in the amounts and on the dates specified in Section 4.3 of the
Credit Agreement. The Canadian Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in Section 6.6 of the Credit
Agreement.

         The holder of this Note is authorized to record on the schedule annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date and amount of the Canadian Term
Loan of the Lender and the date and amount of each payment or prepayment of
principal thereof. Each such recordation shall constitute prima facie evidence
of the accuracy of the information endorsed. The failure to make any such
recordation (or any error therein) shall not affect the obligations of the
Canadian Borrower under the Credit Agreement or this Note.

         This Note (a) is one of the Canadian Term Notes referred to in the
Credit Agreement, dated as of May ___, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Laidlaw
Chem-Waste, Inc., the Canadian Borrower, the Lender, the several other banks and
financial institutions or entities from time to time parties thereto, Toronto
Dominion (Texas), Inc., as General Administrative Agent, The Toronto-Dominion
Bank, as Canadian Administrative Agent, TD Securities (USA) Inc., as Arranger,
NationsBank, N.A., as Syndication Agent, and The Bank of Nova Scotia,
NationsBank, N.A. and The First National Bank of Chicago, as Managing Agents,
(b) is subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Loan
Documents. Reference is hereby made to the Loan Documents for a description of
the properties and assets in which a security interest has been granted, the
nature and extent of the security and the guarantees, the terms and conditions
upon which the security interests and each guarantee were granted and the rights
of the holder of this Note in respect thereof.
<PAGE>   196
                                                                               2


         Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

         Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.


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


                                    LAIDLAW ENVIRONMENTAL SERVICES
                                    (CANADA) LTD.



                                    By:
                                       -----------------------------------------
                                       Title:
<PAGE>   197
                                                                      Schedule A
                                                           to Canadian Term Note

            CANADIAN TERM LOANS AND REPAYMENTS OF CANADIAN TERM LOANS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                             Amount of Principal
        Amount of Canadian       of Canadian         Unpaid Principal Balance
 Date       Term Loans        Term Loans Repaid       of Canadian Term Loans      Notation Made By
<S>         <C>               <C>                     <C>                         <C>
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------

===================================================================================================
</TABLE>
<PAGE>   198
                                                                       EXHIBIT F

                            [NAME OF CANADIAN LENDER]
                            ________________ [BRANCH]

                          POWER OF ATTORNEY - SPECIFIC

         The undersigned hereby appoints [NAME OF CANADIAN LENDER] (hereinafter
called the "Canadian Lender"), acting by any authorized signatory of the
Canadian Lender, the attorney of the undersigned:

    (a)  to sign for and on behalf and in the name of the undersigned as drawer,
         Drafts (as defined in the Credit Agreement referred to below) drawn on
         the Canadian Lender payable to the order of the undersigned or payable
         to the order of the Canadian Lender;

    (b)  to fill in the amount, date and maturity date of such Drafts; and

    (c)  to discount and purchase and/or deliver such Drafts which have been
         accepted by the Canadian Lender,

provided that such acts in each case are to be undertaken by the Canadian Lender
strictly in accordance with instructions given to the Canadian Lender by the
undersigned as provided in this power of attorney.

         Instructions from the undersigned to the Canadian Lender relating to
the execution, completion, endorsement, discount and/or delivery by the Canadian
Lender on behalf of the undersigned of Drafts which the undersigned wishes to
submit to the Canadian Lender for acceptance by the Canadian Lender shall be
communicated by the undersigned in writing to the Canadian Administrative Agent
pursuant to Requests for Acceptances (as those terms are defined in the Credit
Agreement referred to below) (in accordance with the terms of the Credit
Agreement, dated as of May ___, 1997, among Laidlaw Chem-Waste, Inc., Laidlaw
Environmental Services (Canada) Ltd., the several banks and other financial
institutions or entities from time to time parties thereto, Toronto Dominion
(Texas), Inc., as General Administrative Agent, The Toronto-Dominion Bank, as
Canadian Administrative Agent, TD Securities (USA) Inc., as Arranger,
NationsBank, N.A., as Syndication Agent, and The Bank of Nova Scotia,
NationsBank, N.A. and The First National Bank of Chicago, as Managing Agents, to
which the undersigned and the Canadian Lender are parties (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"))
and shall specify the following information:

    (a)  reference to this power of attorney;

    (b)  a Canadian Dollar amount, which shall be the aggregate face amount of
         the Drafts to be drawn in a particular transaction;

    (c)  a specified period of time (not less than one month or in excess of six
         months) which shall be the number of days after the date of such Drafts
         that such Drafts are to be payable, and the dates of issuance and
         maturity of such Drafts; and
<PAGE>   199
                                                                               2


    (d)  discount/payment instructions specifying the account number of the
         undersigned and the financial institution at which the proceeds of the
         purchase of such Drafts are to be credited;

all as set out in the Request for Acceptances (as that term is defined in the
Credit Agreement).

         The communication in writing by the undersigned, or on behalf of the
undersigned by the Canadian Administrative Agent, to the Canadian Lender of the
instructions set out in the Request for Acceptances referred to above shall
constitute (a) the authorization and instruction of the undersigned to the
Canadian Lender to complete and/or endorse Drafts in accordance with such
information as set out above and (b) the request of the undersigned to the
Canadian Lender to accept such Drafts and purchase the same. The undersigned
acknowledges that the Canadian Lender shall not be obligated to accept any such
Drafts except in accordance with the provisions of the Credit Agreement.

         The Canadian Lender shall be and it is hereby authorized to act on
behalf of the undersigned upon and in compliance with instructions communicated
to the Canadian Lender as provided herein if the Canadian Lender reasonably
believes them to be genuine. If the Canadian Lender accepts Drafts pursuant to
any such instructions, the Canadian Lender shall confirm particulars of such
instructions and advise the undersigned that the Canadian Lender has complied
therewith by notice in writing addressed to the undersigned and served
personally or by telecopier in accordance with the provisions of the Credit
Agreement. The Canadian Lender's actions in compliance with such instructions,
confirmed and advised to the undersigned by such notice, shall be conclusively
deemed to have been in accordance with the instructions of the undersigned
unless the undersigned notifies the Canadian Administrative Agent to the
contrary in writing not later than the business day next following receipt by
the undersigned. Notice in writing to the Canadian Administrative Agent as
contemplated hereby shall be delivered in accordance with the provisions of the
Credit Agreement.

         The undersigned hereby agrees and promises to pay the Canadian
Administrative Agent for the account of the Canadian Lender, on the maturity
date thereof, the face amount of each draft signed, completed and endorsed as
contemplated herein and accepted by the Canadian Lender, such payment to be made
in accordance with and subject to the terms of the Credit Agreement.

         The undersigned agrees to indemnify the Canadian Lender and its
directors, officers, employees, affiliates and agents and to hold it and them
harmless from and against any loss, liability, expense or claim of any kind or
nature whatsoever incurred by any of them as a result of any action or inaction
in any way relating to or arising out of this power of attorney or the acts
contemplated hereby; provided that this indemnity shall not apply to any such
loss, liability, expense or claim which results from the gross negligence or
willful misconduct of the Canadian Lender or any of its directors, officers,
employees, affiliates or agents.

         This power of attorney may be revoked at any time upon not less than 5
business days' written notice served upon the Canadian Administrative Agent,
provided that (i) it shall be replaced with another power of attorney forthwith
in accordance with the requirements of Section
<PAGE>   200
                                                                               3


5.2(b) of the Credit Agreement; and (ii) no such revocation shall reduce, limit
or otherwise affect the obligations of the undersigned in respect of any Draft
executed, completed, endorsed, purchased and/or delivered in accordance herewith
prior to the time at which such revocation becomes effective.

         This power of attorney is in addition to and not in substitution of any
agreement to which the Canadian Lender and the undersigned are parties.

         This power of attorney shall be governed in all respects by the laws of
the province of Ontario and the laws of Canada applicable therein and the
undersigned and the Canadian Lender hereby irrevocably [attorns] to the
non-exclusive jurisdiction of the courts of such jurisdiction in respect of all
matters arising out of this power of attorney.

         In the event of a conflict between the provisions of this Power of
Attorney (other than the provisions of the immediately preceding paragraph) and
the Credit Agreement, the Credit Agreement shall prevail.

         The undersigned has (have) expressly requested that this document be
drawn up in the English language. Le(s) soussigne(s) a(ont) expressement demande
que ce document soit redige en langue anglaise.


         DATED at _________ this ____ day of
_______________, ____.


                                    LAIDLAW ENVIRONMENTAL SERVICE
                                    (CANADA) LTD.

                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:
<PAGE>   201
                                                                       EXHIBIT G

                                     FORM OF
                                 ACCEPTANCE NOTE



C$______________________                                        Toronto, Ontario
                                                                __________, ____


                  FOR VALUE RECEIVED, the undersigned, LAIDLAW ENVIRONMENTAL
SERVICES (CANADA) LTD., a corporation incorporated, organized and existing nder
the laws of the Province of [Ontario], Canada (the "Canadian Borrower"), hereby
unconditionally promises to pay to the order of [INSERT NAME OF LENDER] (the
"Lender") at the office of The Toronto-Dominion Bank, located at
_______________________, in lawful money of Canada and in immediately available
funds, the principal amount of [ ] CANADIAN DOLLARS (C$ ). The undiscounted
principal amount hereof shall be repaid on ___________ ___, ____(1). The
Canadian Borrower further agrees that interest shall be paid herein, in advance,
by the Lender discounting the face amount of this Acceptance Note in the manner
described in Sections 5.3 and 5.7 of the Credit Agreement described below
(capitalized terms used herein without definition being defined as set forth
therein).

                  This Acceptance Note (a) is one of the Acceptance Notes
referred to in the Credit Agreement, dated as of May ___, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Laidlaw Chem-Waste, Inc., the Canadian Borrower, the Lender, the several
other banks and financial institutions or entities from time to time parties
thereto, Toronto Dominion (Texas), Inc., as General Administrative Agent, The
Toronto-Dominion Bank, as Canadian Administrative Agent, TD Securities (USA)
Inc., as Arranger, NationsBank, N.A., as Syndication Agent, and The Bank of Nova
Scotia, NationsBank, N.A. and The First National Bank of Chicago, as Managing
Agents, and (b) is subject to the provisions of the Credit Agreement.

         This Acceptance Note is secured and guaranteed as provided in the Loan
Documents. Reference is hereby made to the Loan Documents for a description of
the properties and assets in which a security interest has been granted, the
nature and extent of the security and the guarantees, the terms and conditions
upon which the security interests and each guarantee were granted and the rights
of the holder of this Note in respect thereof.

                  Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.

--------------------
(1)      Insert maturity date for Acceptances created simultaneously herewith.
<PAGE>   202
                                                                             2


                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                    LAIDLAW ENVIRONMENTAL SERVICES
                                    (CANADA) LTD.


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:
<PAGE>   203
                                                                       EXHIBIT H


                                     FORM OF
                            PREPAYMENT OPTION NOTICE




Attention of [       ]
Telecopy No.[       ]


                                                                          [Date]

Ladies and Gentlemen:

         The undersigned, Toronto Dominion (Texas), Inc., as general
administrative agent (in such capacity, the "General Administrative Agent") for
the Lenders, refers to the Credit Agreement, dated as of May __, 1997 (as
amended, modified, extended or restated from time to time, the "Credit
Agreement"), among Laidlaw Chem-Waste, Inc., Laidlaw Environmental Services
(Canada) Ltd., the Lenders from time to time parties thereto, the General
Administrative Agent, The Toronto-Dominion Bank, as Canadian Administrative
Agent, TD Securities (USA) Inc., as Arranger, NationsBank, N.A., as Syndication
Agent, and The Bank of Nova Scotia, NationsBank, N.A. and The First National
Bank of Chicago, as Managing Agents. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. The General Administrative Agent hereby gives notice of an
offer of prepayment made by the Company pursuant to Section 6.3(f) of the Credit
Agreement of the Tranche [B] [C] Prepayment Amount. Amounts applied to prepay
the Tranche [B] [C] Term Loans shall be applied pro rata to the Tranche [B] [C]
Term Loan held by you. The portion of the prepayment amount to be allocated to
the Tranche [B] [C] Term Loan held by you and the date on which such prepayment
will be made to you (should you elect to receive such prepayment) are set forth
below:


(A)      Total Tranche [B] [C] Term Loan Prepayment   
         Amount                                  _______________________

(B)      Portion of Tranche [B] [C] Term Loan         
         Prepayment Amount to be received by you _______________________

(C)      Mandatory Prepayment Date (10 Business Days
         after the date of this Prepayment Option Notice)

                                                      _______________________


         If you wish to receive the portion of the Tranche [B] [C] Term Loan
Prepayment Amount to be allocated to you on the Mandatory Prepayment Date
indicated in paragraph (B) above, please sign this notice in the space provided
below as evidence of your acceptance and return it via telecopy to the attention
of [___________________] at Toronto Dominion
<PAGE>   204
                                                                               2


(Texas), Inc., no later than [10:00] a.m., New York City time, on the Mandatory
Prepayment Date, at Telecopy No. [________________].

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


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

                                    [Lender]


                                    By:
                                        -------------------------------
                                       Name:
                                       Title:
<PAGE>   205
                                                                       EXHIBIT I

                                     FORM OF
                               CLOSING CERTIFICATE


         Pursuant to Section 8.1(i)of the Credit Agreement, dated as of May __,
1997 (the "Credit Agreement"), among Laidlaw Chem-Waste, Inc., a Delaware
corporation, Laidlaw Environmental Services (Canada) Ltd., a Canadian
corporation, the several banks and other financial institutions or entities from
time to time parties thereto (the "Lenders"), Toronto Dominion (Texas), Inc., as
General Administrative Agent, The Toronto-Dominion Bank , as Canadian
Administrative Agent, TD Securities (USA) Inc., as Arranger, NationsBank, N.A.,
as Syndication Agent, and The Bank of Nova Scotia, NationsBank, N.A. and The
First National Bank of Chicago, as Managing Agents, the undersigned,
____________________ of [Loan Party] (the "Company"), hereby certifies as
follows:

                  1. The representations and warranties of the Company set forth
         in the Credit Agreement and each of the other Loan Documents to which
         it is a party or which are contained in any certificate, document or
         financial or other statement furnished pursuant to or in connection
         with the Credit Agreement or any Loan Document are true and correct on
         and as of the date hereof with the same effect as if made on the date
         hereof, except for representations and warranties expressly stated to
         relate to a specific earlier date, in which case such representations
         and warranties are true and correct as of such earlier date;

                  2. No Default or Event of Default has occurred and is
         continuing as of the date hereof or will occur after giving effect to
         the making of the Loans and the issuance of the Letters of Credit
         requested to be made and/or issued on the date hereof or the
         consummation of each of the transactions contemplated by the Loan
         Documents; and

                  3. _________________ is and at all times since
         ________________, 199_, has been the duly elected and qualified
         [Assistant] Secretary of the Company the signature set forth on the
         signature line for such officer below is such officer's true and
         genuine signature;

and the undersigned [Assistant] Secretary of the Company hereby certifies as
follows:

                  4. There are no liquidation or dissolution proceedings pending
         or to the knowledge of the [Assistant] Secretary of the Company
         threatened against the Company or any of its Subsidiaries, nor has any
         other event occurred affecting or threatening the corporate existence
         of the Company or any of its Subsidiaries;

                  5. The Company is a _________________ duly organized, validly
         existing and in good standing under the laws of _______________;

                  6. (a) Attached hereto as Exhibit A is a true and complete
         copy of resolutions duly adopted by the Board of Directors of the
         Company on __________ __, 1997; such resolutions have not in any way
         been amended, modified, revoked or rescinded and have been in full
         force and effect since their adoption to and including the date hereof
         and are now in full force and effect;
<PAGE>   206
                                                                               2


         such resolutions are the only corporate proceedings of the Company now
         in force relating to or affecting the matters referred to therein;

                  (b) attached hereto as Exhibit B is a true and complete copy
         of the Bylaws of the Company as in effect at all times since __________
         __, 19__, to and including the date hereof; and

                  (c) attached hereto as Exhibit C is a true and complete copy
         of the Certificate of Incorporation of the Company as in effect at all
         times since __________ __, 19__, to and including the date hereof; and

                  7. The following persons are now duly elected and qualified
         officers of the Company, holding the offices indicated next to their
         respective names below, and such officers have held such offices with
         the Company at all times since __________ __, 19__, to and including
         the date hereof, and the signatures appearing opposite their respective
         names below are the true and genuine signatures of such officers, and
         each of such officers is duly authorized to execute and deliver on
         behalf of the Company, the Loan Documents to which it is a party and
         any certificate or other document to be delivered by the Company
         pursuant to any such Loan Document:

<TABLE>
<CAPTION>
                  Name                  Office                  Signature
                  ----                  ------                  ---------
               <S>                    <C>                     <C>

               -----------            -----------             ---------------

               -----------            -----------             ---------------
</TABLE>

         Unless otherwise defined herein, capitalized terms which are defined in
the Credit Agreement and used herein are so used as so defined.


         IN WITNESS WHEREOF, the undersigned have hereunto set our names.


[NAME OF COMPANY]                  [NAME OF COMPANY]



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


Date:_____________, 1997
<PAGE>   207
                                                                       EXHIBIT L

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


         Reference is made to the Credit Agreement, dated as of May __, 1997 (as
amended, modified, extended or restated from time to time, the "Credit
Agreement"), among Laidlaw Chem-Waste, Inc., Laidlaw Environmental Services
(Canada) Ltd., the Lenders from time to time parties thereto, Toronto Dominion
(Texas) Inc., as the General Administrative Agent, The Toronto-Dominion Bank, as
Canadian Administrative Agent, TD Securities (USA) Inc., as Arranger,
NationsBank, N.A., as Syndication Agent, and The Bank of Nova Scotia,
NationsBank, N.A. and The First National Bank of Chicago, as Managing Agents.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

         The Assignor identified on Schedule 1 hereto (the "Assignor") and the
Assignee identified on Schedule 1 hereto (the "Assignee") agree as follows:

         1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the interest set forth on Schedule 1 hereto
(the "Assigned Interest") in and to the Assignor's rights and obligations under
the Credit Agreement with respect to those credit facilities contained in the
Credit Agreement as are set forth on Schedule 1 hereto (individually, an
"Assigned Facility"; collectively, the "Assigned Facilities"), in a principal
amount and/or commitment amount for each Assigned Facility as set forth on
Schedule 1 hereto.

         2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrowers, any of their respective Subsidiaries, any
other Loan Party or any other obligor or the performance or observance by the
Borrowers, any of their respective Subsidiaries, any other Loan Party or any
other obligor of any of their respective obligations under the Credit Agreement
or any other Loan Document or any other instrument or document furnished
pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the
Assigned Facilities and (i) requests that the Administrative Agents, upon
request by the Assignee, exchange any attached Notes for a new Note or Notes
payable to the Assignee and (ii) if the Assignor has retained any interest in
the Assigned Facility, requests that the Administrative Agents exchange any
attached Notes for a new Note or Notes payable to the Assignor, in each case in
amounts which reflect the assignment being made hereby (and after giving effect
to any other assignments which have become effective on the Effective Date).
<PAGE>   208
                                                                               2


         3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to Section 9.1 thereof, the other Loan
Documents and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (c) agrees that it will, independently and without reliance upon the
Assignor, the Administrative Agents or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the
Administrative Agents to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agents by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to Section
6.12(b) and (c) of the Credit Agreement.

         4. The effective date of this Assignment and Acceptance shall be the
date set forth on Schedule 1 hereto (the "Effective Date"). Following the
execution of this Assignment and Acceptance, it will be delivered to the
[General Administrative Agent] for acceptance by it and recording by the
Administrative Agents pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agents, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agents).

         5. Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agents shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments by the
Administrative Agents for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

         6. From and after the Effective Date, (a) the Assignee shall be a party
to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

         7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.
<PAGE>   209
                                                                               3




         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
<PAGE>   210
                                   SCHEDULE 1


Name of Assignor:

Name of Assignee:

   Notices Address:


   Payment Instructions:


Effective Date of Assignment:


<TABLE>
<CAPTION>
        Credit               Principal/Commitment        Commitment Percentage
  Facility Assigned            Amount Assigned                 Assigned(1)
--------------------        ----------------------      -----------------------
<S>                           <C>                              <C>
                              $________________                __._______%
</TABLE>




[NAME OF ASSIGNEE]                  [NAME OF ASSIGNOR]



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



Accepted:                           Consented To:

TORONTO DOMINION (TEXAS) INC.,      LAIDLAW CHEM-WASTE, INC.2
as General Administrative Agent


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






--------------------
(1)      Calculate the Commitment Percentage that is assigned to at least 15
         decimal places and show as a percentage of the aggregate commitments of
         all Lenders.

(2)      The Company's consent is required in the event that the Assignee is not
         a Lender or an Affiliate of a Lender prior to effectiveness hereof.
<PAGE>   211
                                                                       EXHIBIT J

                       FORM OF OPINION OF U.S. COUNSEL

         1. Each of the Company and its Domestic Subsidiaries (collectively, the
"Credit Parties") (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) has the corporate
power and authority and the legal right to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged and (iii) is duly qualified as a foreign corporation and in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except to the extent that the failure to be so qualified could
not, in the aggregate, have a Material Adverse Effect.

         2. Each of the Credit Parties has the corporate power and authority,
and the legal right, to make, deliver and perform its obligations under each of
the Loan Documents to which it is a party and, in the case of the Company, to
borrow and obtain the other extensions of credit under the Credit Agreement. The
Company has taken all necessary corporate action to authorize the borrowings and
other extensions of credit on the terms and conditions of the Credit Agreement
and the other Loan Documents. Each of the Credit Parties has taken all necessary
corporate action to grant the security interests contemplated by the Security
Documents to which it is a party and to authorize the execution, delivery and
performance of the Loan Documents to which it is a party.

         3. To our knowledge, no consent or authorization of, approval by,
notice to, filing with or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings
under the Credit Agreement or with the execution, delivery, performance,
validity or enforceability of the Loan Documents, except filings required for
the perfection of security interests granted pursuant to the Security Documents.

         4. Each of the Loan Documents to which any Credit Party is a party has
been duly executed and delivered on behalf of such Credit Party and constitutes,
and each of the Notes delivered after the date hereof (assuming due
authorization, execution and delivery by the Company) will constitute, a legal,
valid and binding obligation of such Credit Party, enforceable against such
Credit Party in accordance with its terms. Assuming the Credit Agreement and
each Canadian Term Note to which the Canadian Borrower is a party has been duly
executed and delivered on behalf of the Canadian Borrower, each such Loan
Document constitutes a legal, valid and binding obligation of the Canadian
Borrower, enforceable against the Canadian Borrower in accordance with its
terms.

         5. The execution and delivery of each of the Loan Documents to which
any Credit Party is a party, the performance by each Credit Party of its
obligations thereunder, the consummation of the transactions contemplated
thereby, the compliance by each Credit Party with any of the provisions thereof,
the borrowings and other extensions of credit under the Credit Agreement and the
use of proceeds thereof, all as provided therein, (i) will not violate, or
constitute a default under, any Requirement of Law or, to the best of our
knowledge, any Contractual Obligation of any Credit Party which violation or
default would have a Material Adverse Effect on the business of the Credit
Parties and (ii) will not result in, or require, the creation or imposition of
any Lien on any of its or their respective properties or revenues, except the
security interests created pursuant to the Security Documents.

<PAGE>   212

         6.  Based solely on a review of our firm's litigation docket and an
officer's certificate, no litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the best of our
knowledge, threatened by or against any Credit Party or against any of its
properties or revenues (a) with respect to the Loan Documents or any
transactions contemplated thereby, or (b) which could reasonably be expected to
have a Material Adverse Effect.

         7.  No Credit Party is (i) an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, or (ii) a "holding company"
as defined in, or otherwise subject to regulation under, the Public Utility
Holding Company Act of 1935.

         8.  The making of the Extensions of Credit under the Credit Agreement
and the use of the proceeds thereof as contemplated by the Credit Agreement will
not violate Regulation G, T, U or X of the Board of Governors of the Federal
Reserve System.

         9.  The provisions of the Guarantee and Collateral Agreement create in
favor of the Administrative a legal, valid and enforceable security interest in
the Collateral (as defined in the Guarantee and Collateral Agreement).

         10. The Guarantee and Collateral Agreement, together with the delivery
of the certificates representing the securities identified on Schedule 2 to the
Guarantee and Collateral Agreement (the "Pledged Securities") to the General
Administrative Agent for the benefit of the Lenders in the State of New York,
creates in favor of the General Administrative Agent for the benefit of the
Lenders a perfected security interest in the Pledged Securities under the New
York UCC. Assuming the General Administrative Agent acquires the interest in the
Pledge and Securities in good faith and without notice of any adverse claims,
and that each certificate representing Pledged Securities is either in bearer
form or in registered form, indorsed in blank, the General Administrative Agent
will acquire its security interest in the Pledged Securities for the benefit of
the Lenders free of adverse claims.

         11. All of the shares of capital stock described on Schedule 2 to the
Guarantee and Collateral Agreement have been duly authorized and validly issued,
are fully paid and nonassessable and are owned of record by the Credit Party
specified as such owner on such Schedule 2.

         12. Each of the Financing Statements is in appropriate form for filing
in the Filing Offices. Upon the filing of the Financing Statements in the Filing
Offices, the General Administrative Agent will have a perfected security
interest for the benefit of the Lenders in that portion of the Article 9
Collateral (the "Filing Collateral") in which a security interest is perfected
by filing a financing statement under the [State] UCC.

         13. The UCC Search Reports set forth the proper filing offices and the
proper debtors necessary to identify those Persons who have on file in the
jurisdictions listed on Schedule 2 financing statements covering the Filing
Collateral as of the dates and times specified on Schedule 3.

         [14.The California Mortgage:

<PAGE>   213

         (i)   constitutes a legal, valid and binding obligation of [the 
Company] enforceable against [the Company] in accordance with its terms;

         (ii)  is in proper form for recording;

         (iii) complies as to form with all existing Requirements of Law;

         (iv)  creates in favor of the General Administrative Agent for the
ratable benefit of the Lenders a legal, valid and binding lien on the real
property and fixtures described in such Mortgage, enforceable as such against
the Company and, when recorded in the applicable office listed on Schedule 3,
all other Persons; and

         (v)   when recorded in the applicable office listed on Schedule 3, will
constitute a perfected lien on the real property and fixtures described in such
Mortgage.

         [The facts that (a) the Mortgage secure obligations arising under a
revolving line of credit and (b) the Revolving Credit Loans may from time to
time be repaid in full or in part and reborrowed in accordance with the terms of
the Credit Agreement will not result in a subordination of the liens of the
Mortgage to any other lien on the real property and fixtures described in such
Mortgage or otherwise impair the priority of the liens of such Mortgage.]

         15. The courts of the State of ____________ will enforce those
provisions in the Guarantee and Collateral Agreement and the Mortgage which
provide that the validity, construction and enforceability of such documents
will be governed by the laws of the State of New York, except that the Courts of
the State may apply the internal law of the State to determine the perfection
and effect of perfection of the liens created under such documents and the
application of remedies in enforcing such liens with respect to property located
in the State.]

<PAGE>   214

                                                                     EXHIBIT K-1

                     FORM OF OPINION OF CANADIAN COUNSEL

         1. Each of the Canadian Borrower and its Subsidiaries (collectively,
the "Canadian Credit Parties") (i) is duly organized and subsisting under the
laws of the jurisdiction of its organization and (ii) has the corporate power
and authority to own, lease and operate its properties and to conduct the
business in which it is currently engaged.

         2. Each of the Canadian Credit Parties has the corporate power and
authority, and the legal right, to make, deliver and perform its obligations
under each of the Loan Documents to which it is a party and, in the case of the
Canadian Borrower, to borrow and obtain the other extensions of credit under the
Credit Agreement. The Canadian Borrower has taken all necessary corporate action
to authorize the borrowings and other extensions of credit on the terms and
conditions of the Credit Agreement and the other Loan Documents. Each of the
Canadian Credit Parties has taken all necessary corporate action to grant the
security interests contemplated by the Canadian Collateral Documents to which it
is a party and to authorize the execution, delivery and performance of the Loan
Documents to which it is a party.

         3. Except for consents, authorizations, approvals, notices and filings
which have been obtained, made or waived and are in full force and effect, no
consent or authorization of, approval by, notice to, filing with or other act by
or in respect of, any Governmental Authority is required in connection with the
execution, delivery and performance by any Canadian Credit Party, or the
validity or enforceability against such Canadian Credit Party, of the Loan
Documents to which it is a party.

         4. Each of the Loan Documents to which a Canadian Credit party is a
party has been duly executed and delivered by such Canadian Credit Party.

         5. The Power of Attorney has been duly executed and delivered by the
Canadian Borrower and constitute a legal, valid and binding obligation of the
Canadian Borrower enforceable against the Canadian Borrower in accordance with
their respective terms.

         6. The Canadian Borrower has taken all necessary corporate action to
authorize the execution, delivery and performance, from time to time, of the
Canadian Term Notes, Drafts, Acceptance Notes and Power of Attorney contemplated
by the Credit Agreement.

         7. The execution and delivery of the Loan Documents, the performance by
the Canadian Credit Parties of its obligations thereunder, the consummation by
the Canadian Credit Parties of the transactions contemplated thereby, the
compliance by the Canadian Credit Parties with the provisions thereof, the
borrowing and other extension of credit under the Credit Agreement and the use
of proceeds thereof, all as provided therein, (i) will not violate any
requirement of [Ontario Law] applicable to a Canadian Credit Party, (ii) will
not violate any Contractual Obligation of any Canadian Credit Party in any
respect that would reasonably be expected to have a Material

<PAGE>   215

Adverse Effect, and (iii) will not result in, or require, the creation or
imposition of any Lien on any of its assets or properties pursuant to any such
requirement of [Ontario Law] or, to the best of our knowledge, any such
Contractual Obligation.

         8.  No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best of my knowledge,
threatened by or against any Loan Party or against any of its properties or
revenues (a) with respect to the Loan Documents, or (b) which would reasonably
be expected to have a Material Adverse Effect.

         9.  The choice of the parties of the laws of the State of New York to
govern the Credit Agreement and the Canadian Term Notes will, to the extent
specifically pleaded and proved as a fact by expert evidence, be recognized and
given effect to by the [Ontario Courts], provided that:

         [(a)the choice of law was freely made by the parties thereto;

         (b) the parties have not chosen the laws of the State of New York for
             the purpose of evading the provisions of the system of law to which
             the transaction contemplated by such Documents are most closely
             related, although we are not aware of any facts which would lead us
             to believe that the laws of the State of New York were chosen for
             any such purpose;

         (c) the choice of law will only be effective in regard to substantive
             law, and the procedural laws of the jurisdiction in which the
             substantive rights are being enforced will apply;

         (d) [Ontario Courts] will not apply those laws of the State of New York
             which it characterizes as being of a revenue, expropriatory, penal
             or public nature; and

         (e) enforcement of any provision of such Documents in the [Ontario
             Courts] will not be contrary to public policy (as that term is
             applied by the [Ontario Courts]) or a statute protecting the
             citizens of [Ontario], although we are not aware of any such public
             policy or statute that would prevent the recognition of and giving
             effect to the choice of law.]

         10. Any final judgment for a definite sum given by any court in the
State of New York (the "foreign court") against the Canadian Borrower in respect
of the Credit Agreement would, in an action to enforce such judgment in the
[Ontario Courts], be recognized as conclusive and enforceable without
reconsideration of the merits of the action, provided that:

         (a) such judgment was for a sum certain in money;

         (b) such judgment was final, conclusive and enforceable where rendered
             and does not conflict with another final and conclusive judgment on
             the same cause of action and no new admissible evidence relevant to
             the

<PAGE>   216

             action is discovered prior to the rendering of judgment by the
             applicable [Ontario Court];

         (c) such judgment was not obtained by fraud or in a manner contrary to
             natural justice;

         (d) the foreign court rendering the judgment was impartial and provided
             procedures compatible with the due process and natural justice
             standards of the [Ontario Courts];

         (e) the foreign court that rendered the judgment had jurisdiction over
             the Canadian Borrower and the subject matter and, if jurisdiction
             in the foreign court was based on personal service alone, the
             foreign court was not a seriously inconvenient forum for the trial
             of the action;

         (f) the proceedings in the foreign court were not contrary to an
             agreement between the parties under which the dispute in question
             was to be settled otherwise than by proceedings in that court;

         (g) such judgment is a subsisting judgment and has not been satisfied,

         (h) after the date of judgment in the foreign court, application to the
             [Ontario Courts] to enforce such judgment is made within twenty
             (20) years; and

         (i) the claim for relief on which the foreign judgment was based is not
             repugnant to the public policy of the Province of [Ontario], as
             that term is applied by the [Ontario Courts], although we are not
             aware of any reason why a money judgment for amounts payable under
             the Credit Agreement would be repugnant to the public policy of the
             Province of [Ontario] save and except that an [Ontario Court] might
             not recognize and enforce a foreign judgment requiring that the
             Canadian Borrower pay a higher rate of interest after default (than
             before) or requiring the Canadian Borrower to pay fees, expenses,
             interest and other amounts which in aggregate would exceed the
             "criminal interest rate" provisions of the Criminal Code of Canada.

<PAGE>   217


                                                                    EXHIBIT K-2
                                                     May  , 1997

Each of the Lenders and the Administrative Agents
         parties to the Credit Agreement
         referred to below

c/o

Dear Sirs and Mesdames:

         We have acted as special counsel in the Province of Ontario to the
Toronto-Dominion Bank, as Canadian Administrative Agent, and Toronto-Dominion
(Texas), Inc. as U.S. Administrative Agent (together, the "Agents") and the
Lenders (as hereinafter defined), in connection with, among other things, a
credit agreement (the "Credit Agreement") dated as of , 1997 between the
Agents, the several banks and other financial institutions or entities from
time to time party thereto as lenders (the "Lenders"), Laidlaw Chem-Waste,
Inc., a Delaware corporation (the "U.S. Borrower"), and Laidlaw Environmental
Services (Canada) Ltd., an Ontario corporation (the "Canadian Borrower"). The
U.S. Borrower and the Canadian Borrower are together referred to as the
"Borrowers". The several wholly-owned subsidiaries of the Canadian Borrower who
are parties to the Canadian Collateral Documents are together referred to as
the "Canadian Subsidiaries". The opinions expressed below are furnished to you
pursuant to the Credit Agreement. Capitalized items used but not defined in
this opinion letter have the meanings attributed to them in the Credit
Agreement.

         As such counsel, we examined executed copies of the Credit Agreement
and the Canadian Collateral Documents. We have also made such investigations
and examined originals or copies, certified or otherwise identified to our
satisfaction, or such certificates of public officials and of such other
certificates, documents and records as we considered necessary or relevant for
purposes of the opinions expressed in this letter.

         We assume, with respect to all documents examined by us, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed, telecopied or photocopied
copies.


<PAGE>   218



                                     -2-


         For the purposes of our opinions expressed below, we also assume that:

(a)      each of the parties to the Credit Agreement and the Canadian
         Collateral Documents is incorporated and existing, has the corporate
         power and capacity to enter into and perform its obligations under the
         Credit Agreement or the Canadian Collateral Documents, as the case may
         be, and has duly authorized, executed and delivered the Credit
         Agreement of such Canadian Collateral Document;

(b)      the Credit Agreement has been executed and delivered in accordance
         with the laws of the jurisdiction where execution and delivery
         actually occurred by officers of the U.S. Borrower authorized to do
         so;

(C)      the Credit Agreement is a valid and legally binding obligation of each
         of the parties thereto, enforceable, as a matter of substantive law of
         the State of New York, against each of the parties (including the
         Canadian Borrower) thereto in accordance with its terms;

(d)      if any obligation under the Credit Agreement is incurred in any
         jurisdiction outside of Ontario, the performance of that obligation
         would not be illegal under the laws of that jurisdiction;

(e)      none of the applicable provisions of the laws of the State of New York
         governing the Credit Agreement are contrary to Ontario public policy
         and enforcement of any N.Y. document would not constitute the indirect
         enforcement of a foreign revenue of penal law;

(f)      for the purpose of the opinion in paragraph 2:

         (i)      the Agents' and the U.S. Lenders' decision to make the credit
                  facilities evidenced by the Credit Agreement, available to
                  the U.S. Borrower was made outside Canada;

         (ii)     all negotiations relating to the Credit Agreement and all
                  related documentation either were conducted outside Canada or
                  were conducted by telephone communications during which all
                  officers and employees of the U.S. Administrative Agent and
                  the U.S. Lenders participating in those communications were
                  outside Canada;

         (iii)    all funding by the Agents and the Lenders under the Credit
                  Agreement inside Canada will occur only through the Canadian
                  Administrative Agent;

         (iv)     the U.S. Administrative Agent executed and delivered the
                  Credit Agreement outside Canada; and

(g)      for purposes of our understanding of the nature and import of the 
         Credit Agreement, that such document would be interpreted and applied 
         under the laws


<PAGE>   219



                                      -3-

         of the State of New York in the same manner as they would be
         interpreted and applied under Ontario law, if Ontario law were the
         proper law thereof.

         Our opinions herein are expressed with respect to the laws of the
Province of Ontario and the federal laws of Canada applicable therein and
should not be taken as expressing an opinion, or relied upon, in respect of the
laws of any other jurisdiction.

         Our opinions herein are predicated solely upon laws and regulations in
existence as of the date of this opinion letter and as they currently apply,
and to facts in existence on the date hereof. We assume no obligation to
revise or supplement this opinion should present laws be changed by legislative
action, judicial decision or otherwise.

         Based upon and subject to the foregoing, we are of the opinion that;

1. No stamp tax or other similar duty or levy is payable, and no filing,
registration or recording in respect of the Credit Agreement, other than the
normal filing of a statement of claim or other civil proceeding in connection
with an action commenced in Ontario, is necessary under the laws of the
Province of Ontario or the laws of Canada applicable therein in connection with
the execution, delivery, legality, validity, enforceability or admissibility in
evidence of the Credit Agreement or the performance by the U.S. Borrower or the
Canadian Borrower of the terms thereof.

2. It is not necessary under the laws of Ontario that the U.S. Administrative
Agent or any U.S. Lender be licensed, qualified or entitled to carry on
business in Ontario (a) merely by reason of the U.S. Administrative Agent's or
any U.S. Lender's execution of the Credit Agreement or (b) in order to enable
the U.S. Administrative Agent or any U.S. Lender to enforce its rights under
the Credit Agreement in Ontario unless the U.S. Administration Agent or any
U.S. Lender is otherwise carrying on business in Ontario, in which case it
would be necessary for the U.S. Administrative Agent or the relevant U.S.
Lender to first obtain a license under the Extra-Provincial Corporations Act
(Ontario) to enable it to enforce its rights under the Credit Agreement in
Ontario.

3. Neither the U.S. Administrative Agent nor any Lender is or will be deemed to
be resident, domiciled, carrying on business or subject to provincial taxation
in Ontario or federal taxation in Canada merely by reason of (a) the execution
and delivery of the Credit Agreement or (b) the exercise in Ontario of the
rights provided for in the Credit Agreement, which will not in and of itself
constitute carrying on business in Canada.

4. The choice of the law of the State of New York as the proper law of the N.Y.
Documents is permitted under the laws of the Ontario, provided that such choice
of law is bona fide (in the sense that it was not made with a view to avoiding
the consequences of the law of any other jurisdiction). Although questions
related to the application of the rules of conflict of laws cannot generally be
stated in absolute terms but rather as prima facie presumptions, based upon the
information concerning the Borrowers as set forth in the N.Y. Documents, and
assuming that New York law is specifically pleaded and proved as fact in the
relevant Ontario court, there is a substantial likelihood that a court in
Ontario would give effect to such choice of law in any


<PAGE>   220

                                      -4-




action brought in Ontario to enforce the N.Y. Documents, in respect of matters
and issues which under Ontario conflict of law principals are characterized as
contract issues, unless such application of law would be in respect of a matter
which is (a) procedural in nature (b) related to revenue, expropriatory or penal
laws of (c) contrary to fundamental concepts of justice or public policy in
Ontario. In addition, an Ontario court has an inherent power to decline to hear
an action or proceeding if it is contrary to Ontario public policy for it to do
so, or if that court is not the proper forum to hear that action or
proceeding, or if concurrent proceedings are being brought elsewhere. We are
not aware of any reason why it would be contrary to public policy in Ontario or
Canada for an Ontario court to hear any action or proceeding brought in Ontario
to enforce the N.Y. Documents or why the choice of New York law or the
application of New York law in that action or proceeding would be contrary to
public policy in Ontario or Canada (it being understood that no opinion is
being rendered herein relating to the fee agreement referred to in the Credit
Agreement).

5.       If a judgment from the appropriate court of the State of New York (the
"New York Court") is obtained against either Borrower in respect of the
Credit Agreement, after a valid service under New York law of process on such
Borrower, an Ontario court, in the face of the express submission to the
jurisdiction of the New York Court in respect of the Credit Agreement, would
recognize such judgment in Ontario in accordance with the laws of Ontario,
provided that each of the following additional conditions is satisfied;

         (a)      the New York Court acted with its jurisdiction under the laws
                  of the State of New York;

         (b)      the judgment of the New York Court is a final and conclusive
                  in personam judgment;

         (c)      the judgment is for a fixed and definitive sum of money which
                  is not to be determined at some future time;

         (d)      there has been compliance with the Limitations Act (Ontario),
                  which requires that an action to enforce a foreign judgment
                  must be commenced within a period of six years of the date of
                  the foreign judgment;

         (e)      no defences are available to either Borrower, as applicable,
                  in Ontario with respect to the action commenced in a New York
                  Court. Such defences include:

                  (i)      the judgment was obtained by fraud;

                  (ii)     the proceedings in which the judgement was obtained
                           were opposed to the rules of natural justice;

                  (iii)    the enforcement of the judgment of the New York
                           Court is against the public policy of Ontario, or
                           contrary to any other made by the Attorney-General
                           of Canada under the Foreign Extraterritorial
                           Measures Act (Canada) or any order made by the
                           Competition Tribunal under the


<PAGE>   221

                                      -5-


                           Competition Act (Canada) in respect of certain
                           judgements (as therein defined);

                  (iv)     in the case of a judgment obtained by default, there
                           has been no manifest error in the granting of such
                           judgment; and

                  (v)      the enforcement of such judgment would not
                           constitute, directly or indirectly, the enforcement
                           of foreign revenue, expropriatory, penal or other
                           similar laws.

6. The Canadian Collateral Documents which are governed by Ontario law
constitute legal, valid and binding obligation of each Canadian Subsidiary that
is a party thereto, enforceable against it in accordance with its terms.

7. The Canadian Collateral Documents create valid security interests in the
collateral therein described to which the Personal Property Security Act
(Ontario) ("PPSA") applies, subject to the reservation as to leaseholds and as
to certain contractual rights contained therein. We have registered financing
statements for a period of 10 years under the PPSA (the registrant's copy of
which has been provided to the Canadian Administrative Agent ) to perfect the
security interest created by the Canadian Collateral Documents. No other
notice, filing, registration or act is necessary to perfect the security
interest created by the Canadian Collateral Documents in respect of the
collateral there in described to which the PPSA applies.

8. Provided that the (DESCRIPTION OF SHARES) (the "Pledged Shares") are
situated in the Province of Ontario, the Canadian Collateral Documents relating
to the pledges of shares (the "Share Pledge Agreements") create a valid
security interest in the Pledged Shares and the other collateral described in
the Share Pledged Agreements to which the PPSA applies. We have registered a
financing statement for a period of 10 years under the PPSA (the registrant's
copy of which has been provided to the Canadian Administrative Agent) to
perfect the security interest created by the Share Pledge Agreements and the
certificates representing the Pledged Shares have been delivered to the
Canadian Administrative Agent in Ontario. No other notice, filing, registration
or act is necessary to perfect the security interest created by the Share
Pledge Agreements in respect of the collateral described therein to which the
PPSA applies. Provided that the Canadian Administrative Agent has taken
possession of the certificates representing the Pledged Shares and is acting in
good faith and has no notice of any adverse claim affecting the Pledged Shares,
the security interest of the Lenders in the Pledged Shares has priority over
any other security interest in the Pledged Shares perfected by registration or
temporarily perfected under the PPSA and the Lenders have acquired the Pledged
Shares free of any adverse claim.

9. Except for required filing fees for the financing statements noted above,
there are no other taxes or other governmental fees and charges, the payment of
which are required in the Province of Ontario in connection with the execution,
delivery and recording of the Canadian Collateral Documents.

         The opinions set forth above are subject to the following:


<PAGE>   222


                                      -6-


(a)      the enforceability of the Credit Agreement and the Canadian Collateral
         Documents is subject to and may be limited by (i) bankruptcy,
         insolvency, arrangement and similar laws of general application
         affecting the enforcement of creditors' rights generally; and (ii) in
         the case of the Canadian Collateral Documents which are governed by
         Ontario Law, the provisions of the PPSA;

(b)      the availability of equitable remedies, such as specific performance
         and injunctive relief, are awarded in the discretion of the court;

(c)      the discretion that a court may reserve to itself to decline to hear
         an action if it is contrary to public policy for it to do so or if it
         is not the proper forum to hear the action or if concurrent
         proceedings are being brought elsewhere;

(d)      we express no opinion as to whether registration of the financing
         statements under the PPSA or possession of any collateral by the
         Agents or Lenders is effective to perfect the security interest
         created by the Canadian Collateral Documents in collateral in respect
         of which the federal laws of Canada require notices, filings or
         registrations to be made or other steps or actions to be taken in
         order to perfect such security interest in such collateral, including
         without limitation, patents, trademarks, copyrights, ships and rolling
         stock; furthermore, we express no opinion as to the advisability of
         compliance with any federal statute of Canada which permits the
         registration of security in specified classes or collateral such as 
         the types of collateral mentioned above;

(e)      we express no opinion as to whether the Canadian Collateral Documents
         comply with Part VII of the Financial Administration Act (Canada) in
         respect of the assignment of Crown Debts (as defined in that Act) and
         we have taken no steps to provide the notices or to obtain the
         acknowledgements provided for in the Part VII of that Act. An
         assignment of Crown Debts which does not comply with that Act is
         ineffective as between assignor and assignee and as against the Crown
         and therefore the Agents and Lenders would not have a valid security
         interest in Crown Debts unless the Act is complied with;

(f)      we express no opinion as to the enforceability or creation of any
         security interest with respect to quotas, licenses and permits being
         collateral which, by its nature or by nature of the business of the
         Canadian Borrower or any Canadian Subsidiary cannot be subject of a
         security interest without the consent, authorization or approval of
         third parties;

(g)      we express no opinion as to each of the Canadian Borrower's or any
         Canadian Subsidiary's rights in or title to any collateral, nor as to
         the priority of any security interest in any collateral;

(h)      an assignment of a debt or account will not be binding upon the
         obligor to the extent that such debt or account is paid or otherwise
         discharged before notice of


<PAGE>   223

                                                                  

                                     -7-

        the assignment is, in fact, given to such account debtor together with
        a direction to pay the same to one of the Agents or Lenders;

   (i)  if payment of the indebtedness of any Borrower were to be demanded
        under the Credit Agreement or any Canadian Collateral Document, the
        Agents and Lenders may be required to give the Borrowers or the
        Canadian Subsidiaries a reasonable time to raise funds to pay that
        indebtedness prior to taking any action to enforce the Agents'
        and Lenders' right to payment or exercising any of the rights and
        remedies expressed to be exercisable by the Agents in the Credit
        Agreement or any Canadian Collateral Document as a result of that
        demand;

   (j)  we express no opinion as to the enforceability of any provisions of the
        Credit Agreement or any Canadian Collateral Document which may
        be characterized by a court as an unenforceable penalty and not as a
        genuine pre-estimate of damage;

   (k)  pursuant to the provisions of section 8 of the Interest Act (Canada),
        no fine, penalty or rate of interest may be exacted on any arrears of
        principal or interest secured by a mortgage on real property that
        has the effect of increasing the charge on the arrears beyond the rate
        of interest payable on principal money not in arrears;

   (l)  the provisions for the payment of interest under the Credit Agreement
        or any Canadian Collateral Document may be contrarty to Ontario public
        policy if those provisions provide for the reciept of interest by the
        Lender at a criminal rate; the terms "interest" and "criminal rate"
        being used in this qualification with the same meaning as set forth in 
        section 347 of the Criminal Code (Canada); a copy of those definitions
        is set forth in Schedule "A" to this opinion;

   (m)  as a result of the decision In re Charge Card Services, [1987] Ch. 150
        and certain other authorities, there is some doubt in Ontario as to
        whether the Agents or Lenders can obtain a valid security interest
        in the Borrowers' or the Canadian Subsidiaries' bank accounts with the
        Agents or the Lenders; however, those authorites would not affect any
        rights of set-off otherwise available to the Agents or the Lenders even
        if those authorities represented good law in Ontario;

   (n)  the enforceability of the indemnity provisions of the Credit Agreement
        or any Canadian Collateral Document may be limited by
        applicable law to the extent they directly or indirectly relate to
        liabilities imposed on the Agents or Lenders by law for which it would
        be contrary to public policy to require the Borrowers or the Canadian
        Subsidiaries to indemnify the Agents or Lenders or to the extent that it
        constitutes the indirect enforcement of a foreign revenue or penal law;

   (o)  we express no opinion as to the enforceability, in any particular
        circumstance, of any provision of the Credit Agreement or any
        Canadian Collateral Document which provides for the severability of
        illegal or unenforceable provisions;          



<PAGE>   224


                                                               

                                     -8-

(p)  the Currency Act (Canada) precludes a court in Canada from giving judgment
     in any currency other than Canadian currency;

(q)  we express no opinion as to the enforceability of provisions of the Credit 
     Agreement or any Canadian Collateral Document which require the Borrowers
     or the Canadian Subsidiaries to pay, or to indemnify the Agents and the
     Lenders for, any and all losses, liablilities, damages, costs, expenses
     and claims of the Agents or the Lenders on the basis that any such
     provisions may only be enforced in the discretion of a court;

(r)  we express no opinion as to the enforceability of provisions of the Credit
     Agreement or any Canadian Collateral Document by which the Borrowers or
     the Canadian Subsidiaries purport to generally waive all defences which
     might be available to them or which might discharge its liability under
     the Credit Agreement or any Canadian Collateral Document;

(s)  we express no opinion as to the enforceability of any provision of the
     Credit Agreement which asserts that any certificate or determination by
     or of the Lenders or Agents shall be conclusive, because a court may
     permit evidence to be introduced for the purpose of showing such
     certificate or determination to be incorrect;

(t)  we express no opinion as to the enforceability of provisions of the Credit
     Agreement or any Canadian Collateral Document which state that
     amendments or waivers of, or consent to any departure from, such documents
     that are not in writing will not be effective;

(u)  we express no opinion as to the enforceability of provisions of the
     Credit Agreement or any Canadian Collateral Document by which the
     Borrower or the Canadian Subsidiaries purport to waive their right to a
     jury trial in any action brought on the Credit Agreement or any Canadian
     Collateral Document; and

(v)  the enforceability of the Credit Agreement may be limited to the extent
     some of its provisions are expressly or implicitly subject of the
     provisions of any other document comprising the Loan Documents and the
     enforceability of any Loan Document may be limited to the extent some of
     its provisions are expressly or implicitly subject to the provisions of
     the Credit Agreement.

     This opinion may be relied upon only by each of the addressees and its
permitted assigns, successors, participants and transferees for the purpose of
the transactions contemplated by this opinion.  It may not be relied upon by
any other person or for any other purpose, nor may it be quoted in whole or in
part or otherwise referred to without our prior written consent.

                                                Yours truly, 



<PAGE>   225
                                                                    EXHIBIT-K-2

                                 SCHEDULE "A"

"CRIMINAL RATE" means an effective annual rate of interest calculated in
accordance with generally accepted actuarial practices and principles that
exceeds sixty per cent (60%) of the credit advanced under an agreement or
arrangement; and

"INTEREST" means the aggregate of all charges and expenses, whether in the form
of a fee, fine, penalty, commission or other similar charge or expense or in
any other form, paid or payable for the advancing of credit under an agreement
or arrangement, by or on behalf of the person to whom the credit is or is to
be advanced, irrespective of the person to whom any such charges and expenses
are or are to be paid or payable, but does not include any repayment of credit
advanced or any insurance charge, official fee, overdraft charge, reguired
deposit balance or, in the case of a mortgage transaction, any amount required
to be paid on account of property taxes. 


<PAGE>   226

                                                                       EXHIBIT M

                     SELLER CONSENT AND ACKNOWLEDGEMENT

                  CONSENT AND ACKNOWLEDGEMENT, dated as of May 15, 1997, among
LAIDLAW, INC., a Canadian corporation ("Laidlaw"), LAIDLAW TRANSPORTATION, INC.,
a Delaware corporation ("Laidlaw Transportation"; together with Laidlaw, the
"Sellers"), LAIDLAW ENVIRONMENTAL SERVICES, INC. (formerly known as Rollins
Environmental Services, Inc.), a Delaware corporation (the "Company"), and
TORONTO DOMINION (TEXAS) INC., as general administrative agent (in such
capacity, the "General Administrative Agent") under the Credit Agreement
described below.

                             W I T N E S S E T H:

                  WHEREAS, the Company, and the Sellers are parties to the Stock
Purchase Agreement, dated as of February 6, 1997 (as amended or otherwise
modified from time to time as contemplated hereby, the "Stock Purchase
Agreement"), pursuant to which Laidlaw Transportation is selling to the Company,
and the Company is purchasing from Laidlaw Transportation (the "Acquisition"),
all of Laidlaw Transportation's United States and Canada Hazardous and
Industrial Waste Business (as defined in the Stock Purchase Agreement);

                  WHEREAS, a portion of the consideration for the Acquisition is
being provided to the Company pursuant to the Credit Agreement, dated as of May
9, 1997 (the "Credit Agreement") among Laidlaw Chem-Waste, Inc., a Delaware
corporation, Laidlaw Environmental Services (Canada) Ltd., a Canadian
corporation, the several banks and other financial institutions or entities from
time to time parties thereto (the "Lenders"), the General Administrative Agent,
The Toronto-Dominion Bank, as Canadian Administrative Agent, TD Securities,
(USA) Inc., as Arranger, NationsBank, N.A., as Syndication Agent, and The Bank
of Nova Scotia, NationsBank N.A. and The First National Bank of Chicago, as
Managing Agents;

                  WHEREAS, pursuant to the Guarantee and Collateral Agreement
referred to in the Credit Agreement, the Company has assigned to the General
Administrative Agent, and granted to the General Administrative Agent a security
interest in, the Company's rights under the Stock Purchase Agreement;

                  WHEREAS, it is a condition precedent to the obligations of the
Lenders to extend credit under the Credit Agreement that the Sellers shall have
executed and delivered this Consent and Acknowledgment; and

                  WHEREAS, the Sellers are deriving valuable economic benefits
from the extensions of credit made by the Lenders under the Credit Agreement;

                  NOW, THEREFORE, the parties agree as follows:



<PAGE>   227


                                                                               2

                  1. The Sellers hereby acknowledge receipt of a copy of the
Credit Agreement and the Guarantee and Collateral Agreement referred to in the
Credit Agreement (the "Guarantee and Collateral Agreement"). The Sellers hereby
consent to the assignment by the Company of, and the grant by the Company of a
security interest in, its rights under the Stock Purchase Agreement pursuant to
the Guarantee and Collateral Agreement.

                  2. The Sellers hereby represent and warrant to the General
Administrative Agent and the Lenders that the representations and warranties of
the Sellers set forth in the Stock Purchase Agreement are true and correct in
all material respects.

                  3. The Company and the Sellers agree with the General
Administrative Agent that they will not amend or otherwise modify the Stock
Purchase Agreement in any material respect without the written consent of the
General Administrative Agent.

                  4. The Company hereby irrevocably instructs the Sellers, and
the Sellers hereby agree, that upon receipt by the Sellers from the General
Administrative Agent of notice that an Event of Default has occurred and is
continuing under the Credit Agreement, the Sellers will pay directly to the
General Administrative Agent any amount payable by the Sellers under the Stock
Purchase Agreement.

                  5. This Consent and Acknowledgment may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

                  6. THIS CONSENT AND ACKNOWLEDGMENT AND THE RIGHTS AND 
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



<PAGE>   228


                                                                               3

                  IN WITNESS WHEREOF, the parties hereto have caused this
Consent and Acknowledgment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above written.

                                        LAIDLAW INC.


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


                                        LAIDLAW TRANSPORTATION, INC.


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


                                        LAIDLAW ENVIRONMENTAL SERVICES, INC.


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


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


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



<PAGE>   229
                                                                      EXHIBIT N



                   THIS MORTGAGE CONSTITUTES A FIXTURE FILING
                   UNDER THE MICHIGAN UNIFORM COMMERCIAL CODE

                                    MORTGAGE

                                      from

                   ROLLINS ENVIRONMENTAL, INC., Mortgagor, a
                         Delaware corporation whose address
                         is 1301 Gervais Street, 3rd Floor,
                         Columbia, South Carolina 29201

                                       to

                     TORONTO DOMINION (TEXAS) INC., as
                         general administrative agent,
                         Mortgagee, a Delaware corporation
                         whose address is 909 Fannin Street,
                         Suite 1700, Houston, Texas 77010

                           DATED AS OF MAY 15, 1997

              Prepared by, and after recording, please return to:

                          Simpson Thacher & Bartlett
                         a partnership which includes
                          professional corporations
                             425 Lexington Avenue
                          New York, New York  10017

                          ATTN: Erin L. Rothfuss, Esq.


<PAGE>   230


                                                                       Michigan


                                    MORTGAGE

                  THIS MORTGAGE, dated as of May 15, 1997 is made by Rollins
Environmental, Inc., a Delaware corporation ("Mortgagor"), whose address is
1301 Gervais Street, 3rd Floor, Columbia, South Carolina 29201, to Toronto
Dominion (Texas), Inc., a Delaware corporation, as general administrative agent
for the Lenders referred to below (in such capacity, "Mortgagee"), whose
address is 909 Fannin Street, Suite 1700, Houston, Texas 77010. References to
this "Mortgage" shall mean this instrument and any and all renewals,
modifications, amendments, supplements, extensions, consolidations,
substitutions, spreaders and replacements of this instrument.

                                   Background

                  A. Mortgagor is the owner of the parcel(s) of real property
described on Schedule A attached (such real property, together with all of the
buildings, improvements, structures and fixtures now or subsequently located
thereon (the "Improvements"), being collectively referred to as the "Real
Estate").

                  B. Mortgagor is a subsidiary of Laidlaw Chem-Waste, Inc., a
Delaware corporation ("Borrower"). Borrower is a party to the Credit Agreement
dated as of May 9, 1997 (as the same may be amended, supplemented, modified,
extended, restated or replaced from time to time, the "Credit Agreement") among
Borrower, the several banks and other financial institutions from time to time
parties thereto (the "Lenders"), Mortgagee, Laidlaw Environmental Services
(Canada) Ltd. (the "Canadian Borrower"), The Toronto-Dominion Bank, as Canadian
administrative agent, TD Securities (USA) Inc., as arranger, NationsBank, N.A.,
as syndication agent, and The Bank of Nova Scotia, NationsBank, N.A. and The
First National Bank of Chicago, as managing agents. All defined terms used and
not defined herein shall have the meanings assigned thereto in the Credit
Agreement.

                  C. Pursuant to the Credit Agreement, (i) certain of the
Lenders have agreed to make revolving credit loans to Borrower (the "Revolving
Credit Loans"); (ii) certain of the Lenders have agreed to make term loans to
Borrower (the "Term Loans"); (iii) the Issuing Lender has agreed to issue
letters of credit for the account of Borrower and (iv) pursuant to the Credit
Agreement, Borrower has guaranteed term loans to be made by certain of the
Lenders to the Canadian Borrower under the Credit Agreement and certain loans
by The Toronto-Dominion Bank to the Canadian Borrower pursuant to a separate
loan agreement (the "Canadian Operating Facility Loans") (the collective

                                                                     


<PAGE>   231


                                                                              2

obligations of Borrower thereunder, the "Guarantor Obligations"). The maximum
aggregate principal amount of the Loans, the L/C Obligations and the Canadian
Operating Facility Loans outstanding at any one time shall not exceed
$670,000,000.

                  D. Pursuant to a letter agreement, dated as of May 9,
1997, NationsBank, N.A. has agreed to make loans to Borrower (the
"Working Capital Loans").

                  E. The Loans may be evidenced by promissory notes of Borrower
made payable to the order of the relevant Lender (as the same may be amended,
supplemented, modified, extended, restated or replaced from time to time, the
"Notes"). Each Loan bears interest at the rate stated in the Credit Agreement;
references in this Mortgage to the "Default Rate" shall mean, at any time, the
interest rate applicable to overdue principal amounts of the Loans as provided
in the Credit Agreement. The obligation of Borrower to reimburse the Issuing
Lender for amounts drawn under Letters of Credit (the "Reimbursement
Obligations") is governed by the section of the Credit Agreement entitled
"Letters of Credit."

                  F. Mortgagee is the general administrative agent for the
Lenders pursuant to the Credit Agreement and the Guarantee and Collateral
Agreement (as defined in the Credit Agreement). Mortgagor will benefit, as a
subsidiary of Borrower, from Borrower entering into the Credit Agreement. In
recognition of the benefits conferred on Mortgagor, Mortgagor has executed the
Guarantee and Collateral Agreement (the "Guarantee"), under which Mortgagor
guarantees to Mortgagee, as general administrative agent for the Lenders, the
prompt and complete payment and performance by Borrower when due of the
Borrower Obligations and the Working Capital Obligations (each as defined in
the Guarantee).

                  G. It is a condition precedent to the obligation of the
Lenders to make their respective Loans to Borrower and the Canadian Borrower,
of the Issuing Lender to issue the Letters of Credit for the account of
Borrower and of NationsBank, N.A. to make the Working Capital Loans to Borrower
that Mortgagor shall have executed and delivered this Mortgage to Mortgagee for
the benefit of Mortgagee and the other Lenders, and Mortgagor is willing to so
execute and deliver this Mortgage in order to obtain the benefits available to
it from Borrower entering into the Credit Agreement.

                  NOW, THEREFORE, in consideration of the premises and to
induce Mortgagee and the other Lenders to make their respective Loans to
Mortgagor and the Canadian Borrower and the Issuing Lender to issue the Letters
of Credit for the account of

                                                                     


<PAGE>   232


                                                                              3

Mortgagor, Mortgagor hereby agrees with Mortgagee, for the benefit of Mortgagee
and the other Lenders as follows:

                                Granting Clauses

                  For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure:

                  (a) (i) the prompt and complete payment and performance when
         due of the Borrower Obligations and the Working Capital Obligations
         and (ii) all interest and fees, indemnities, costs and expenses
         payable thereon by Mortgagor (the items set forth in the foregoing
         clauses (i) and (ii) being referred to collectively as the
         "Indebtedness"); and

                  (b) the performance of all covenants, agreements, obligations
         and liabilities of Mortgagor (the "Obligations") whether direct or
         indirect, absolute or contingent, due or to become due, or now
         existing or hereinafter incurred, which may arise under, out of, or in
         connection with, the Guarantee, this Mortgage, any other document
         securing payment of the Indebtedness (the "Security Documents") and
         any amendments, supplements, extensions, renewals, restatements,
         replacements or modifications of any of the foregoing (the Guarantee,
         the Mortgage, the Security Documents, the Credit Agreement and all
         other documents and instruments from time to time evidencing, securing
         or guaranteeing the payment of the Indebtedness or the performance of
         the Obligations, as any of the same may be amended, supplemented,
         extended, renewed, restated, replaced or modified from time to time,
         are collectively referred to as the "Loan Documents");

MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY
INTEREST IN, AND HEREBY MORTGAGES AND WARRANTS, GRANTS, ASSIGNS,
TRANSFERS AND SETS OVER TO MORTGAGEE:

                  (A) the Real Estate;

                  (B) all the estate, right, title, claim or demand whatsoever
         of Mortgagor, in possession or expectancy, in and to the Real Estate
         or any part thereof;

                  (C) all right, title and interest of Mortgagor in, to and
         under all easements, rights of way, gores of land, streets, ways,
         alleys, passages, sewer rights, waters, water courses, water and
         riparian rights, development rights, air rights, mineral rights and
         all estates, rights, titles, interests, privileges, licenses,
         tenements, hereditaments

                                                                     


<PAGE>   233


                                                                              4


         and appurtenances belonging, relating or appertaining to the Real
         Estate, and any reversions, remainders, rents, issues, profits and
         revenue thereof and all land lying in the bed of any street, road or
         avenue, in front of or adjoining the Real Estate to the center line
         thereof;

                  (D) all right, title and interest of Mortgagor in all of the
         fixtures, chattels, business machines, machinery, apparatus,
         equipment, furnishings, fittings and articles of personal property of
         every kind and nature whatsoever, and all appurtenances and additions
         thereto and substitutions or replacements thereof (together with, in
         each case, attachments, components, parts and accessories) currently
         owned or subsequently acquired by Mortgagor and now or subsequently
         attached to, or contained in or used or usable in any way in
         connection with any operation or letting of the Real Estate, including
         but without limiting the generality of the foregoing, all screens,
         awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs,
         storm doors and windows, furniture and furnishings, heating,
         electrical, and mechanical equipment, lighting, switchboards,
         plumbing, ventilating, air conditioning and air-cooling apparatus,
         refrigerating, and incinerating equipment, escalators, elevators,
         loading and unloading equipment and systems, stoves, ranges, laundry
         equipment, cleaning systems (including window cleaning apparatus),
         telephones, communication systems (including satellite dishes and
         antennae), televisions, computers, sprinkler systems and other fire
         prevention and extinguishing apparatus and materials, security
         systems, motors, engines, machinery, pipes, pumps, tanks, conduits,
         appliances, fittings and fixtures of every kind and description (all
         of the foregoing in this paragraph (D) being referred to as the
         "Equipment");

                  (E) all right, title and interest of Mortgagor in and to all
         substitutes and replacements of, and all additions and improvements
         to, the Real Estate and the Equipment, subsequently acquired by or
         released to Mortgagor or constructed, assembled or placed by Mortgagor
         on the Real Estate, immediately upon such acquisition, release,
         construction, assembling or placement, including, without limitation,
         any and all building materials whether stored at the Real Estate or
         offsite, and, in each such case, without any further mortgage,
         conveyance, assignment or other act by Mortgagor;

                  (F) all right, title and interest of Mortgagor in, to and
         under all leases, subleases, underlettings, concession agreements,
         management agreements, licenses and other

                                                                     


<PAGE>   234


                                                                              5


         agreements relating to the use or occupancy of the Real Estate or the
         Equipment or any part thereof, now existing or subsequently entered
         into by Mortgagor and whether written or oral and all guarantees of
         any of the foregoing (collectively, as any of the foregoing may be
         amended, restated, extended, renewed or modified from time to time,
         the "Leases"), and all rights of Mortgagor in respect of cash and
         securities deposited thereunder and the right to receive and collect
         the revenues, income, rents, issues and profits thereof, together with
         all other rents, royalties, issues, profits, revenue, income and other
         benefits arising from the use and enjoyment of the Mortgaged Property
         (as defined below) (collectively, the "Rents") including, but not
         limited to, all rights conferred by Act No. 210 of the Michigan Public
         Acts of 1953 as amended by Act No. 151 of the Michigan Public Acts of
         1966 (MCLA 554.231 et seq.), and Act No. 228 of the Michigan Public
         Acts of 1925 as amended by Act No. 55 of the Michigan Public Acts of
         1933 (MCLA 554.211 et seq.);

                  (G) all trade names, trade marks, logos, copyrights, good
         will and books and records relating to or used in connection with the
         operation of the Real Estate or the Equipment or any part thereof; all
         general intangibles related to the operation of the Improvements now
         existing or hereafter arising;

                  (H) all right, title and interest of Mortgagor in all
         unearned premiums under insurance policies now or subsequently
         obtained by Mortgagor relating to the Real Estate or Equipment and
         Mortgagor's interest in and to all proceeds of any such insurance
         policies (including title insurance policies) including the right to
         collect and receive such proceeds, subject to the provisions relating
         to insurance generally set forth below; and all awards and other
         compensation, including the interest payable thereon and the right to
         collect and receive the same, made to the present or any subsequent
         owner of the Real Estate or Equipment for the taking by eminent
         domain, condemnation or otherwise, of all or any part of the Real
         Estate or any easement or other right therein;

                  (I) all right, title and interest of Mortgagor in and to (i)
         all contracts from time to time executed by Mortgagor or any manager
         or agent on its behalf relating to the ownership, construction,
         maintenance, repair, operation, occupancy, sale or financing of the
         Real Estate or Equipment or any part thereof and all agreements
         relating to the purchase or lease of any portion of the Real Estate or
         any property which is adjacent or peripheral to the Real Estate,

                                                                     


<PAGE>   235


                                                                              6



         together with the right to exercise such options and all leases of
         Equipment (collectively, the "Contracts"), (ii) all consents,
         licenses, building permits, certificates of occupancy and other
         governmental approvals relating to construction, completion,
         occupancy, use or operation of the Real Estate or any part thereof
         (collectively, the "Permits") and (iii) all drawings, plans,
         specifications and similar or related items relating to the Real
         Estate (collectively, the "Plans");

                  (J) all right, title and interest of Mortgagor in any and all
         monies now or subsequently on deposit for the payment of real estate
         taxes or special assessments against the Real Estate or for the
         payment of premiums on insurance policies covering the foregoing
         property or otherwise on deposit with or held by Mortgagee as provided
         in this Mortgage;

                  (K) all proceeds, both cash and noncash, of the
         foregoing;

                  (All of the foregoing property and rights and interests now
owned or held or subsequently acquired by Mortgagor and described in the
foregoing clauses (A) through (E) are collectively referred to as the
"Premises", and those described in the foregoing clauses (A) through (K) are
collectively referred to as the "Mortgaged Property").

                  TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Mortgagee, its successors and assigns for the
uses and purposes set forth, until the Indebtedness is fully paid and the
Obligations fully performed.

                              Terms and Conditions

                  Mortgagor further represents, warrants, covenants and agrees
with Mortgagee as follows:

                  1. Warranty of Title. Mortgagor warrants that Mortgagor has
good title to the Real Estate in fee simple and good title to the rest of the
Mortgaged Property, subject only to the matters that are set forth in Schedule
B of the title insurance policy or policies being issued to Mortgagee to insure
the lien of this Mortgage (the "Permitted Exceptions") and Mortgagor shall
warrant, defend and preserve such title and the lien of the Mortgage thereon
against all claims of all persons and entities. Mortgagor further warrants that
it has the right to mortgage the Mortgaged Property.

                                                                     


<PAGE>   236


                                                                              7


                  2.  Payment of Indebtedness.  Mortgagor shall pay the
Indebtedness at the times and places and in the manner specified
in the Guarantee and shall perform all the Obligations.

                  3.  Requirements.

                  (a) Mortgagor shall promptly comply with, or cause to be
complied with, and conform to all present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements,
and irrespective of the nature of the work to be done, of each of the United
States of America, any State and any municipality, local government or other
political subdivision thereof and any agency, department, bureau, board,
commission or other instrumentality of any of them, now existing or
subsequently created (collectively, "Governmental Authority") which has
jurisdiction over the Mortgaged Property and all covenants, restrictions and
conditions now or later of record which may be applicable to any of the
Mortgaged Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction of any of the
Mortgaged Property. All present and future laws, statutes, codes, ordinances,
orders, judgments, decrees, rules, regulations and requirements of every
Governmental Authority applicable to Mortgagor or to any of the Mortgaged
Property and all covenants, restrictions, and conditions which now or later may
be applicable to any of the Mortgaged Property are collectively referred to as
the "Legal Requirements". Notwithstanding the foregoing, Mortgagor shall not be
required to comply with Legal Requirements to the extent that a failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
material adverse effect on (i) the Mortgaged Property or (ii) the validity of
enforceability of this Mortgage or the rights or remedies of Mortgagee or the
Lenders hereunder.

                  (b) From and after the date of this Mortgage, Mortgagor shall
not by act or omission permit any building or other improvement on any premises
not subject to the lien of this Mortgage to rely on the Premises or any part
thereof or any interest therein to fulfill any Legal Requirement, and Mortgagor
hereby assigns to Mortgagee any and all rights to give consent for all or any
portion of the Premises or any interest therein to be so used. Mortgagor shall
not by act or omission impair the integrity of any of the Real Estate as a
single zoning lot separate and apart from all other premises. Mortgagor
represents that each parcel of the Real Estate constitutes a legally subdivided
lot, in compliance with all subdivision laws and similar Legal Requirements.
Any act or omission by Mortgagor which would result in a violation of any of
the provisions of this subsection shall be void.

                                                                     


<PAGE>   237


                                                                              8



                  4. Payment of Taxes and Other Impositions. (a) Promptly when
due, Mortgagor shall pay and discharge all taxes of every kind and nature
(including, without limitation, all real and personal property, income,
franchise, withholding, transfer, gains, profits and gross receipts taxes), all
charges for any easement or agreement maintained for the benefit of any of the
Mortgaged Property, all general and special assessments, levies, permits,
inspection and license fees, all water and sewer rents and charges and all
other public charges even if unforeseen or extraordinary, imposed upon or
assessed against or which may become a lien on any of the Mortgaged Property,
or arising in respect of the occupancy, use or possession thereof, together
with any penalties or interest on any of the foregoing (all of the foregoing
are collectively referred to as the "Impositions"). Mortgagor shall within 30
days after a request by Mortgagee deliver to Mortgagee (i) original or copies
of receipted bills and cancelled checks evidencing payment of such Imposition
if it is a real estate tax or other public charge and (ii) evidence acceptable
to Mortgagee showing the payment of any other such Imposition. If by law any
Imposition, at Mortgagor's option, may be paid in installments (whether or not
interest shall accrue on the unpaid balance of such Imposition), Mortgagor may
elect to pay such Imposition in such installments and shall be responsible for
the payment of such installments with interest, if any.

                  (b) Nothing herein shall affect any right or remedy of
Mortgagee under this Mortgage or otherwise, without notice or demand to
Mortgagor, to pay any Imposition after the date such Imposition shall have
become due, and to add to the Indebtedness the amount so paid, together with
interest from the time of payment at the Default Rate. Any sums paid by
Mortgagee in discharge of any Impositions shall be (i) a lien on the Premises
secured hereby prior to any right or title to, interest in, or claim upon the
Premises subordinate to the lien of this Mortgage, and (ii) payable on demand
by Mortgagor to Mortgagee together with interest at the Default Rate as set
forth above.

                  (c) Mortgagor shall not claim, demand or be entitled to
receive any credit or credits toward the satisfaction of this Mortgage or on
any interest payable thereon for any taxes assessed against the Mortgaged
Property or any part thereof, and shall not claim any deduction from the
taxable value of the Mortgaged Property by reason of this Mortgage.

                  (d) Mortgagor shall have the right before any delinquency
occurs to contest or object in good faith to the amount or validity of any
Imposition by appropriate legal proceedings, but such right shall not be deemed
or construed in any way as relieving, modifying, or extending Mortgagor's
covenant to pay any such Imposition at the time and in the manner

                                                                     


<PAGE>   238


                                                                              9



provided in this Section unless (i) Mortgagor has given prior written notice to
Mortgagee of Mortgagor's intent so to contest or object to an Imposition, (ii)
Mortgagor shall demonstrate to Mortgagee's satisfaction that the legal
proceedings shall operate conclusively to prevent the sale of the Mortgaged
Property, or any part thereof, to satisfy such Imposition prior to final
determination of such proceedings and (iii) Mortgagor shall furnish a good and
sufficient bond or surety as requested by and reasonably satisfactory to
Mortgagee in the amount of the Impositions which are being contested plus any
interest and penalty which may be imposed thereon and which could become a lien
against the Real Estate or any part of the Mortgaged Property.

                  5.  Insurance.  (a)  Mortgagor shall maintain or cause
to be maintained on all of the Premises

                         (i) property insurance against loss or damage by fire,
         lightning, windstorm, tornado, water damage, flood, earthquake and by
         such other further risks and hazards as now are or subsequently may be
         covered by an "all risk" policy or a fire policy covering "special"
         causes of loss, and the policy limits shall be automatically
         reinstated after each loss;

                        (ii) commercial general liability insurance under a
         policy including the "broad form CGL endorsement" (or which
         incorporates the language of such endorsement), covering all claims
         for personal injury, bodily injury or death, or property damage
         occurring on, in or about the Premises in an amount not less than
         $10,000,000 combined single limit with respect to injury and property
         damage relating to any one occurrence plus such excess limits as
         Mortgagee shall request from time to time;

                       (iii) insurance against rent loss, extra expense or
         business interruption in amounts satisfactory to Mortgagee, but not
         less than one year's gross rent or gross income;

                        (iv) such other insurance in such amounts as Mortgagee
         may reasonably request from time to time against loss or damage by any
         other risk commonly insured against by persons occupying or using like
         properties in the locality or localities in which the Real Estate is
         situated.

                  (b)     Each insurance policy (other than flood insurance) 
shall (x) provide that it shall not be cancelled, non-renewed or materially 
amended without 30-days' prior written notice to Mortgagee, and (y) with 
respect to all property insurance, contain a "Replacement Cost Endorsement" 
without any deduction

                                                                     


<PAGE>   239


                                                                             10



made for depreciation and with no co-insurance penalty (or attaching an agreed
amount endorsement satisfactory to Mortgagee), with loss payable to Mortgagee
and Mortgagor (modified, if necessary, to provide that proceeds in the amount
of replacement cost may be retained by Mortgagee without the obligation to
rebuild) as their interest may appear, without contribution, under a "standard"
or "New York" mortgagee clause acceptable to Mortgagee. Liability insurance
policies shall name Mortgagee as an additional insured and contain a waiver of
subrogation against Mortgagee. Each policy shall expressly provide that any
proceeds which are payable to Mortgagee shall be paid by check payable to the
order of Mortgagee and Mortgagor and requiring the endorsement of Mortgagee and
Mortgagor.

                  (c) Mortgagor shall deliver to Mortgagee an original of each
insurance policy required to be maintained, or a certificate of such insurance
acceptable to Mortgagee, together with a copy of the declaration page for each
such policy. Mortgagor shall (i) pay as they become due all premiums for such
insurance and (ii) not later than 15 days prior to the expiration of each
policy to be furnished pursuant to the provisions of this Section, deliver a
renewed policy or policies, or duplicate original or originals thereof, marked
"premium paid," or accompanied by such other evidence of payment satisfactory
to Mortgagee.

                  (d) If Mortgagor is in default of its obligations to insure
or deliver any such prepaid policy or policies, then Mortgagee, at its option
and without notice, may effect such insurance from year to year, and pay the
premium or premiums therefor, and Mortgagor shall pay to Mortgagee on demand
such premium or premiums so paid by Mortgagee with interest from the time of
payment at the Default Rate and the same shall be deemed to be secured by this
Mortgage and shall be collectible in the same manner as the Indebtedness
secured by this Mortgage.

                  (e) If the Mortgaged Property, or any part thereof, shall be
destroyed or damaged and the cost to repair such damage exceeds $10,000,
Mortgagor shall give immediate notice thereof to Mortgagee. All insurance
proceeds shall be paid to Mortgagee to be held by Mortgagee as collateral to
secure the payment and performance of the Indebtedness and the Obligations.
Notwithstanding the preceding sentence, provided that no Event of Default shall
have occurred and be continuing, Mortgagor shall have the right to adjust such
loss, and the insurance proceeds relating to such loss shall be paid over to
Mortgagor; provided that Mortgagor shall, except as permitted by subsection
6.3(b) of the Credit Agreement, promptly after any such damage, repair all such
damage regardless of whether any insurance proceeds have

                                                                     


<PAGE>   240


                                                                             11



been received or whether such proceeds, if received, are sufficient to pay for
the costs of repair.

                  (f) In the event of foreclosure of this Mortgage or other
transfer of title to the Mortgaged Property, all right, title and interest of
Mortgagor in and to any insurance policies covering the Premises then in force
shall pass to the purchaser or grantee.

                  (g) Mortgagor may maintain insurance required under this
Mortgage by means of one or more blanket insurance policies maintained by
Mortgagor; provided, however, that (A) any such policy shall specify, or
Mortgagor shall furnish to Mortgagee a written statement from the insurer so
specifying, the maximum amount of the total insurance afforded by such blanket
policy that is allocated to the Premises and the other Mortgaged Property and
any sublimits in such blanket policy applicable to the Premises and the other
Mortgaged Property, (B) each such blanket policy shall include an endorsement
providing that, in the event of a loss resulting from an insured peril,
insurance proceeds shall be allocated to the Mortgaged Property in an amount
equal to the coverages required to be maintained by Mortgagor as provided above
and (C) the protection afforded under any such blanket policy shall be no less
than that which would have been afforded under a separate policy or policies
relating only to the Mortgaged Property.

                  6.  Restrictions on Liens and Encumbrances. Except for the
lien of this Mortgage and the Permitted Exceptions, and as otherwise expressly
permitted by subsection 10.3 of the Credit Agreement, Mortgagor shall not
further mortgage, nor otherwise encumber the Mortgaged Property nor create or
suffer to exist any lien, charge or encumbrance on the Mortgaged Property, or
any part thereof, whether superior or subordinate to the lien of this Mortgage
and whether recourse or non-recourse.

                  7.  Due on Sale and Other Transfer Restrictions. Mortgagor
shall not sell, transfer, lease, convey or assign or otherwise dispose of all
or any portion of, or any interest in, the Mortgaged Property, except as
expressly permitted by subsection 10.6 of the Credit Agreement.

                  8.  Maintenance; No Alteration; Inspection; Utilities.
(a) Mortgagor shall maintain or cause to be maintained all the Improvements in
good condition and repair and shall not commit or suffer any waste of the
Improvements. Except as permitted by subsection 6.3(c) of the Credit Agreement,
Mortgagor shall repair, restore, replace or rebuild promptly any part of the
Premises which may be damaged or destroyed by any casualty whatsoever. The
Improvements shall not be demolished or

                                                                     


<PAGE>   241


                                                                             12



materially altered, nor any material additions built, without the prior written
consent of Mortgagee.

                  (b) Mortgagee and any persons authorized by Mortgagee shall
have the right to enter and inspect the Premises and the right to inspect all
work done, labor performed and materials furnished in and about the
Improvements and the right to inspect and make copies of all books, contracts
and records of Mortgagor relating to the Mortgaged Property, at any reasonable
time and as may reasonably be desired.

                  (c) Mortgagor shall pay or cause to be paid when due all
utility charges which are incurred for gas, electricity, water or sewer
services furnished to the Premises and all other assessments or charges of a
similar nature, whether public or private, affecting the Premises or any
portion thereof, whether or not such assessments or charges are liens thereon.

                  9. Condemnation/Eminent Domain. Immediately upon obtaining
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Mortgagor will notify Mortgagee of
the pendency of such proceedings. Mortgagee is hereby authorized and empowered
by Mortgagor to settle or compromise any claim in connection with such
condemnation and to receive all awards and proceeds thereof to be held by
Mortgagee as collateral to secure the payment and performance of the
Indebtedness and the Obligations. Notwithstanding the preceding sentence,
provided no Event of Default shall have occurred and be continuing, Mortgagor
shall, at its expense, diligently prosecute any proceeding relating to such
condemnation, settle or compromise any claims in connection therewith and,
subject to subsection 6.3 of the Credit Agreement, receive any awards or
proceeds thereof.

                  10. Restoration. Subject to the provisions of the Credit
Agreement which may require insurance proceeds and condemnation proceeds and
awards to be used to prepay the Loans, Mortgagor shall use all insurance
proceeds and all condemnation proceeds and awards to promptly restore the
Mortgaged Property to its condition prior to such casualty or condemnation
(giving effect to the remaining configuration of the Premises after such
condemnation), and in compliance with all Legal Requirements.

                  11. Leases. (a) Mortgagor shall not (i) execute an assignment
or pledge of any Lease relating to all or any portion of the Mortgaged Property
other than in favor of Mortgagee, or (ii) without the prior written consent of
Mortgagee, execute or permit to exist any Lease of any of the Mortgaged
Property, except as provided in subsection 10.5 of the Credit Agreement.

                                                                     


<PAGE>   242


                                                                             13

                  (b) As to any Lease now in existence or subsequently
consented to by Mortgagee, Mortgagor shall not accept a surrender or terminate,
cancel, rescind, supplement, alter, revise, modify or amend such Lease or
permit any such action to be taken nor shall Mortgagor accept the payment of
rent more than thirty (30) days in advance of its due date.

                  12. Further Assurances. To further assure Mortgagee's rights
under this Mortgage, Mortgagor agrees upon demand of Mortgagee to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property and a separate assignment of each Lease in recordable form) as may be
required by Mortgagee to confirm the lien of this Mortgage and all other rights
or benefits conferred on Mortgagee.

                  13. Mortgagee's Right to Perform. If Mortgagor fails to
perform any of the covenants or agreements of Mortgagor, Mortgagee, without
waiving or releasing Mortgagor from any obligation or default under this
Mortgage, may, at any time (but shall be under no obligation to) pay or perform
the same, and the amount or cost thereof, with interest at the Default Rate,
shall immediately be due from Mortgagor to Mortgagee and the same shall be
secured by this Mortgage and shall be a lien on the Mortgaged Property prior to
any right, title to, interest in or claim upon the Mortgaged Property attaching
subsequent to the lien of this Mortgage. No payment or advance of money by
Mortgagee under this Section shall be deemed or construed to cure Mortgagor's
default or waive any right or remedy of Mortgagee.

                  14. Materials of Environmental Concern. (a) (i) Except in
compliance with all applicable Environmental Laws, neither Mortgagor nor, to
the best knowledge of Mortgagor, any other person has ever caused or permitted
any Materials of Environmental Concern to be placed, stored, held or located
on, under or at the Premises, or any part thereof; (ii) the Premises have never
been used (whether by Mortgagor or, to the best knowledge of Mortgagor, by any
other person, including any tenant or sub-tenant) as a disposal site for any
Materials of Environmental Concern; (iii) the Premises do not contain any
Materials of Environmental Concern in a concentration or condition that could
reasonably be expect to result in liability under any Environmental Law; and
(iv) the Premises are not and have not been in violation of any applicable
Environmental Law.

                  (b) Mortgagor shall comply with any and all applicable
Environmental Laws and any other applicable Legal Requirements relating to
Materials of Environmental Concern, shall pay immediately when due the costs of
investigation, remediation and removal of any Materials of Environmental
Concern, and shall keep

                                                                     


<PAGE>   243


                                                                             14



the Premises free of any lien imposed in connection with such Legal
Requirements. In the event Mortgagor fails to do so, after notice to Mortgagor
and the expiration of the earlier of (i) applicable cure periods hereunder, or
(ii) the cure period permitted under the applicable Legal Requirement,
Mortgagee may declare such failure an Event of Default or may undertake to so
comply, pay, or keep free (as the case may be) in which case Mortgagor shall
give Mortgagee and its agents and employees access to the Premises to so act,
and the cost to so comply, pay or keep free with interest at the Default Rate
shall immediately be due from Mortgagor to Mortgagee and the same shall be
added to the Indebtedness and be secured by this Mortgage. Mortgagor further
agrees not to release or dispose of any Materials of Environmental Concern at
the Premises without the express approval of Mortgagee and any such release or
disposal shall comply with all applicable Legal Requirements and any conditions
established by Mortgagee. In addition, except in full compliance with all
applicable Environmental Laws, Mortgagor agrees not to allow the use, storage
or presence of any Materials of Environmental Concern over or upon the
Premises. Mortgagee shall have the right at any time to conduct an
environmental assessment of the Premises and Mortgagor shall cooperate in the
conduct of such environmental assessment, and the costs of such assessment with
interest at the Default Rate shall immediately be due from Mortgagor to
Mortgagee and the same shall be added to the Indebtedness and be secured by
this Mortgage. Mortgagor agrees to defend, indemnify and hold Mortgagee free
and harmless from and against all loss, costs, damage and expense (including
attorneys' fees and costs and consequential damages) Mortgagee may sustain by
reason of (i) the imposition or recording of a lien by any Governmental
Authority pursuant to any Legal Requirement relating to Materials of
Environmental Concern; (ii) claims of any private parties regarding violations
of Environmental Laws; (iii) costs and expenses (including, without limitation,
attorneys' fees and fees incidental to the securing of repayment of such costs
and expenses) incurred by Mortgagor or Mortgagee in connection with the removal
of any such lien or in connection with Mortgagor's or Mortgagee's compliance
with any Environmental Laws; and (iv) the assertion against Mortgagee by any
party of any claim in connection with Materials of Environmental Concern.

                  (c)  The foregoing indemnification shall survive repayment of
the Note, notwithstanding the delivery of any satisfaction, release or release
deed, discharge or deed of reconveyance, or the assignment of this Mortgage by
Mortgagee.

                  15.  Events of Default.  The occurrence of any Event of
Default as such term is defined in the Credit Agreement shall constitute an
Event of Default hereunder.

                                                                     


<PAGE>   244


                                                                             15


                  16. Remedies.

                  (a) Upon the occurrence of any Event of Default, in addition
to any other rights and remedies Mortgagee may have pursuant to the Loan
Documents, or as provided by law, and without limitation, (x) if such event is
an Event of Default specified in clause (i) or (ii) of subsection 11(f) of the
Credit Agreement, automatically the Indebtedness and all other amounts owing
under the Guarantee, this Mortgage and the other Security Documents immediately
shall become due and payable, and (y) if such event is any other Event of
Default, with the consent of the Required Lenders, the General Administrative
Agent may, by notice of default to Mortgagor, declare the Indebtedness
(together with accrued interest thereon) and all other amounts payable under
the Guarantee, this Mortgage and the other Security Documents to be immediately
due and payable. Except as expressly provided above in this Section or as
required by applicable law, notice of intention to accelerate, notice of
acceleration, presentment, demand, protest and all other notices of any kind
are hereby expressly waived. In addition, upon the occurrence of any Event of
Default, Mortgagee may immediately take such action, without notice or demand,
as it deems advisable to protect and enforce its rights against Mortgagor and
in and to the Mortgaged Property, including, but not limited to, the following
actions, each of which may be pursued concurrently or otherwise, at such time
and in such manner as Mortgagee may determine, in its sole discretion, without
impairing or otherwise affecting the other rights and remedies of Mortgagee:

                         (i) Mortgagee may, to the extent permitted by
         applicable law, (A) institute and maintain an action of mortgage
         foreclosure against all or any part of the Mortgaged Property (as
         described below), (B) institute and maintain an action on the
         Indebtedness or the Guarantee, (C) sell all or part of the Mortgaged
         Property (Mortgagor expressly granting to Mortgagee the power of sale,
         as more fully described below), or (D) take such other action at law
         or in equity for the enforcement of this Mortgage or any of the Loan
         Documents as the law may allow. Mortgagee may proceed in any such
         action to final judgment and execution thereon for all sums due
         hereunder, together with interest thereon at the Default Rate and all
         costs of suit, including, without limitation, reasonable attorneys'
         fees and disbursements. Interest at the Default Rate shall be due on
         any judgment obtained by Mortgagee from the date of judgment until
         actual payment is made of the full amount of the judgment.

                        (ii) Mortgagee may immediately commence foreclosure
         proceedings against the Mortgaged Property pursuant to

                                                                     


<PAGE>   245


                                                                             16

         applicable law. The commencement by Mortgagee of foreclosure
         proceedings by advertisement or in equity shall be deemed an exercise
         by Mortgagee of its option set forth above to accelerate the due date
         of all sums secured hereby. Mortgagor hereby grants power to
         Mortgagee, in the event of the occurrence of an Event of Default
         hereunder, to grant, bargain, sell, release and convey the Mortgaged
         Property at public auction or vendue, and upon such sale to execute
         and deliver to the purchaser(s) instruments of conveyance pursuant to
         the terms hereof and to the applicable laws. Mortgagor acknowledges
         that the foregoing sentence confers a power of sale upon Mortgagee,
         and that upon the occurrence of an Event of Default this Mortgage may
         be foreclosed by advertisement as described below and in the
         applicable Michigan statutes. MORTGAGOR UNDERSTANDS THAT UPON DEFAULT,
         MORTGAGEE IS HEREBY AUTHORIZED AND EMPOWERED TO SELL THE MORTGAGED
         PROPERTY, OR CAUSE THE SAME TO BE SOLD AND TO CONVEY THE SAME TO THE
         PURCHASER IN ANY LAWFUL MANNER, INCLUDING BUT NOT LIMITED TO THAT
         PROVIDED BY CHAPTER 32 OF THE REVISED JUDICATURE ACT OF MICHIGAN,
         ENTITLED "FORECLOSURE OF MORTGAGE BY ADVERTISEMENT", WHICH PERMITS
         MORTGAGEE TO SELL THE MORTGAGED PROPERTY WITHOUT AFFORDING MORTGAGOR A
         HEARING, OR GIVING IT ACTUAL PERSONAL NOTICE. THE ONLY NOTICE REQUIRED
         UNDER SUCH CHAPTER 32 IS TO PUBLISH NOTICE IN A LOCAL NEWSPAPER AND TO
         POST A COPY OF THE NOTICE ON THE MORTGAGED PROPERTY.

         WAIVER: BY CONFERRING THIS POWER OF SALE UPON MORTGAGEE, MORTGAGOR,
         FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, AFTER AN OPPORTUNITY FOR
         CONSULTATION WITH ITS LEGAL COUNSEL, HEREBY VOLUNTARILY, KNOWINGLY AND
         INTELLIGENTLY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE
         UNITED STATES AND UNDER THE CONSTITUTION AND LAWS OF THE STATE OF
         MICHIGAN, BOTH TO A HEARING ON THE RIGHT TO EXERCISE AND THE EXERCISE
         OF THE POWER OF SALE, AND TO NOTICE EXCEPT AS REQUIRED BY THE MICHIGAN
         STATUTE WHICH PROVIDES FOR FORECLOSURE OF MORTGAGES BY ADVERTISEMENT.

                       (iii) Mortgagee may personally, or by its agents,
         attorneys and employees and without regard to the adequacy or
         inadequacy of the Mortgaged Property or any other collateral as
         security for the Indebtedness and Obligations enter into and upon the
         Mortgaged Property and each and every part thereof and exclude
         Mortgagor and its agents and employees therefrom without liability for
         trespass, damage or otherwise (Mortgagor hereby agreeing to surrender
         possession of the Mortgaged Property to Mortgagee upon demand at any
         such time) and use, operate, manage, maintain and control the
         Mortgaged Property and every part thereof. Following such entry and
         taking of possession, Mortgagee

                                                                     


<PAGE>   246


                                                                             17



         shall be entitled, without limitation, (x) to lease all or any part or
         parts of the Mortgaged Property for such periods of time and upon such
         conditions as Mortgagee may, in its discretion, deem proper, (y) to
         enforce, cancel or modify any Lease to the extent permitted by
         applicable law and the terms of such Lease and (z) generally to
         execute, do and perform any other act, deed, matter or thing
         concerning the Mortgaged Property as Mortgagee shall deem appropriate
         as fully as Mortgagor might do.

         In connection with Mortgagee's right to possession of the Mortgaged
         Property as specified in this paragraph, Mortgagor acknowledges that
         it has been advised that there is a significant body of case law in
         Michigan which purportedly provides that in the absence of a showing
         of waste of a character sufficient to endanger the value of the
         Mortgaged Property, or other special factors, a mortgagor is entitled
         to remain in possession of Mortgaged Property, and to enjoy the
         income, rents and profits therefrom, during the pendency of
         foreclosure proceedings and until the expiration of the redemption
         period, even if the mortgage documents expressly provide to the
         contrary. Mortgagor further acknowledges that it has been advised that
         Mortgagee recognizes the value of the security covered hereby is
         inextricably intertwined with the effectiveness of the management,
         maintenance and general operation of the Mortgaged Property, and that
         Mortgagee would not extend the Indebtedness secured hereby unless it
         could be assured that it would have the right to take possession of
         the Mortgaged Property in order to manage or to control management
         thereof, and to enjoy the income, rents and profits therefrom,
         immediately upon default by Mortgagor hereunder, notwithstanding that
         foreclosure proceedings may not have been instituted, or are pending,
         or the redemption period may not have expired. Accordingly, Mortgagor
         hereby knowingly, intelligently and voluntarily waives all right to
         possession of the Mortgaged Property from and after the occurrence of
         an Event of Default hereunder, upon demand for possession by
         Mortgagee, and Mortgagor agrees not to assert any objection or defense
         to Mortgagee's request or petition to a court for possession. The
         rights hereby conferred upon Mortgagee have been agreed upon prior to
         any default by Mortgagor hereunder and the exercise by Mortgagee of
         any such rights shall not be deemed to put Mortgagee in the status of
         a "mortgagee in possession". Mortgagor acknowledges that this
         provision is material to this transaction and that Mortgagee would not
         extend the Indebtedness secured hereby but for this paragraph.

                                                                     


<PAGE>   247


                                                                             18



                  (b) The holder of this Mortgage, in any action to foreclose
it, shall be entitled to the appointment of a receiver. In case of a
foreclosure sale, the Real Estate may be sold, at Mortgagee's election, in one
parcel or in more than one parcel and if in more than one parcel the same may
be divided as Mortgagee may elect and Mortgagee is specifically empowered,
(without being required to do so, and in its sole and absolute discretion) to
cause successive sales of portions of the Mortgaged Property to be held. At the
election of Mortgagee, the Mortgaged Property may be offered first in parcels
and then as a whole, the offer producing the highest price for the entire
property offered to prevail. Mortgagor hereby waives any right to require any
such sale to be made in parcels or any right to select such parcels.

                  (c) In the event of any breach of any of the covenants,
agreements, terms or conditions contained in this Mortgage, Mortgagee shall be
entitled to enjoin such breach and obtain specific performance of any covenant,
agreement, term or condition and Mortgagee shall have the right to invoke any
equitable right or remedy as though other remedies were not provided for in
this Mortgage.

                  (d) In the event of a default because of the existence of any
lien upon the Mortgaged Property, Mortgagee shall have the right (without being
obligated to do so or to continue to do so), without notice to Mortgagor, to
advance on and for the account of Mortgagor such sums as Mortgagee in its sole
discretion deems necessary to cure such default or to induce the holder of any
such lien to forbear from exercising its rights thereunder. Notwithstanding
anything herein to the contrary, the repayment of all such advances, with
interest thereon at the Default Rate from the date of each such advance, shall
be immediately due and payable without demand.

                  17. Right of Mortgagee to Credit Sale. Upon the occurrence of
any sale made under this Mortgage, whether made under the power of sale or by
virtue of judicial proceedings or of a judgment or decree of foreclosure and
sale, Mortgagee may bid for and acquire the Mortgaged Property or any part
thereof. In lieu of paying cash therefor, Mortgagee may make settlement for the
purchase price by crediting upon the Indebtedness or other sums secured by this
Mortgage the net sales price after deducting therefrom the expenses of sale and
the cost of the action and any other sums which Mortgagee is authorized to
deduct under this Mortgage. In such event, this Mortgage, the Guarantee and
documents evidencing expenditures secured hereby may be presented to the person
or persons conducting the sale in order that the amount so used or applied may
be credited upon the Indebtedness as having been paid.

                                                                     


<PAGE>   248


                                                                             19



                  18. Appointment of Receiver. If an Event of Default shall
have occurred and be continuing, Mortgagee as a matter of right and without
notice to Mortgagor, unless otherwise required by applicable law, and without
regard to the adequacy or inadequacy of the Mortgaged Property or any other
collateral as security for the Indebtedness and Obligations or the interest of
Mortgagor therein, shall have the right to apply to any court having
jurisdiction to appoint a receiver or receivers or other manager of the
Mortgaged Property, and Mortgagor hereby irrevocably consents to such
appointment and waives notice of any application therefor (except as may be
required by law). Any such receiver or receivers shall have all the usual
powers and duties of receivers in like or similar cases and all the powers and
duties of Mortgagee in case of entry as provided in this Mortgage, including,
without limitation and to the extent permitted by law, the right to enter into
leases of all or any part of the Mortgaged Property, and shall continue as such
and exercise all such powers until the date of confirmation of sale of the
Mortgaged Property unless such receivership is sooner terminated.

                  19. Extension, Release, etc. (a) Without affecting the lien
or charge of this Mortgage upon any portion of the Mortgaged Property not then
or theretofore released as security for the full amount of the Indebtedness,
Mortgagee may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of
the terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Mortgagee's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Mortgage shall secure
less than all of the principal amount of the Indebtedness, it is expressly
agreed that any repayments of the principal amount of the Indebtedness shall
not reduce the amount of the lien of this Mortgage until the lien amount shall
equal the principal amount of the Indebtedness outstanding.

                  (b) No recovery of any judgment by Mortgagee and no levy of
an execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect the lien of this Mortgage or any liens,
rights, powers or remedies of Mortgagee hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

                  (c) If Mortgagee shall have the right to foreclose this
Mortgage, Mortgagor authorizes Mortgagee at its option to foreclose the lien of
this Mortgage subject to the rights of any

                                                                     


<PAGE>   249


                                                                             20



tenants of the Mortgaged Property. The failure to make any such tenants parties
defendant to any such foreclosure proceeding and to foreclose their rights will
not be asserted by Mortgagor as a defense to any proceeding instituted by
Mortgagee to collect the Indebtedness or to foreclose the lien of this
Mortgage.

                  (d) Unless expressly provided otherwise, in the event that
ownership of this Mortgage and title to the Mortgaged Property or any estate
therein shall become vested in the same person or entity, this Mortgage shall
not merge in such title but shall continue as a valid lien on the Mortgaged
Property for the amount secured hereby.

                  20. Security Agreement under Uniform Commercial Code. (a) It
is the intention of the parties hereto that this Mortgage shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code (the
"Code") of the State of Michigan. If an Event of Default shall occur under this
Mortgage, then in addition to having any other right or remedy available at law
or in equity, Mortgagee shall have the option of either (i) proceeding under
the Code and exercising such rights and remedies as may be provided to a
secured party by the Code with respect to all or any portion of the Mortgaged
Property which is personal property (including, without limitation, taking
possession of and selling such property) or (ii) treating such property as real
property and proceeding with respect to both the real and personal property
constituting the Mortgaged Property in accordance with Mortgagee's rights,
powers and remedies with respect to the real property (in which event the
default provisions of the Code shall not apply). If Mortgagee shall elect to
proceed under the Code, then five days' notice of sale of the personal property
shall be deemed reasonable notice and the reasonable expenses of retaking,
holding, preparing for sale, selling and the like incurred by Mortgagee shall
include, but not be limited to, attorneys' fees and legal expenses. At
Mortgagee's request, Mortgagor shall assemble the personal property and make it
available to Mortgagee at a place designated by Mortgagee which is reasonably
convenient to both parties.

                  (b) Mortgagor and Mortgagee agree, to the extent permitted by
law, that: (i) all of the goods described within the definition of the word
"Equipment" are or are to become fixtures on the Real Estate; (ii) this
Mortgage upon recording or registration in the real estate records of the
proper office shall constitute a financing statement filed as a "fixture
filing" within the meaning of Sections 9-313 and 9-402 of the Code; (iii)
Mortgagor is the record owner of the Real Estate; (iv) the mailing addresses of
Mortgagor and Mortgagee are as set forth on the first page of this Mortgage;
and (v) Mortgagor's federal tax identification number is 51-0290240. In
addition,

                                                                     


<PAGE>   250


                                                                             21



for purposes of Article 9 of the Michigan Uniform Commercial Code, (i)
Mortgagor is the "debtor", (ii) Mortgagee is the "secured party" and (iii)
information concerning the security interest created hereby may be obtained
from Mortgagee at its address on the first page of this Mortgage.

                  (c) Mortgagor, upon request by Mortgagee from time to time,
shall execute, acknowledge and deliver to Mortgagee one or more separate
security agreements, in form satisfactory to Mortgagee, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document
as Mortgagee may request in order to perfect, preserve, maintain, continue or
extend the security interest under and the priority of this Mortgage and such
security instrument. Mortgagor further agrees to pay to Mortgagee on demand all
costs and expenses incurred by Mortgagee in connection with the preparation,
execution, recording, filing and re-filing of any such document and all
reasonable costs and expenses of any record searches for financing statements
Mortgagee shall reasonably require. If Mortgagor shall fail to furnish any
financing or continuation statement within 10 days after request by Mortgagee,
then pursuant to the provisions of the Code, Mortgagor hereby authorizes
Mortgagee, without the signature of Mortgagor, to execute and file any such
financing and continuation statements. The filing of any financing or
continuation statements in the records relating to personal property or
chattels shall not be construed as in any way impairing the right of Mortgagee
to proceed against any personal property encumbered by this Mortgage as real
property, as set forth above.

                  21. Assignment of Rents. Mortgagor hereby assigns to
Mortgagee the Rents as further security for the payment of the Indebtedness and
performance of the Obligations, and Mortgagor grants to Mortgagee the right to
enter the Mortgaged Property for the purpose of collecting the same and to let
the Mortgaged Property or any part thereof, and to apply the Rents on account
of the Indebtedness. The foregoing assignment and grant is present and absolute
and shall continue in effect until the Indebtedness is paid in full, but
Mortgagee hereby waives the right to enter the Mortgaged Property for the
purpose of collecting the Rents and Mortgagor shall be entitled to collect,
receive, use and retain the Rents until the occurrence of an Event of Default
under this Mortgage; such right of Mortgagor to collect, receive, use and
retain the Rents may be revoked by Mortgagee upon the occurrence of any Event
of Default under this Mortgage by giving not less than five days' written
notice of such revocation to Mortgagor; in the event such notice is given,
Mortgagor shall pay over to Mortgagee, or to any receiver

                                                                     


<PAGE>   251


                                                                             22



appointed to collect the Rents, any lease security deposits, and shall pay
monthly in advance to Mortgagee, or to any such receiver, the fair and
reasonable rental value as determined by Mortgagee for the use and occupancy of
the Mortgaged Property or of such part thereof as may be in the possession of
Mortgagor or any affiliate of Mortgagor, and upon default in any such payment
Mortgagor and any such affiliate will vacate and surrender the possession of
the Mortgaged Property to Mortgagee or to such receiver, and in default thereof
may be evicted by summary proceedings or otherwise. Mortgagor shall not accept
prepayments of installments of Rent to become due for a period of more than one
month in advance (except for security deposits and estimated payments of
percentage rent, if any). Mortgagee shall be entitled to all of the rights and
benefits conferred by Act No. 210 of the Michigan Public Acts of 1953 as it may
be amended, including by Act No. 151 of the Michigan Public Acts of 1966 (MCLA
554.231 et seq.), and Act No. 228 of the Michigan Public Acts of 1925 as it may
be amended, including by Act No. 55 of the Michigan Public Acts of 1933 (MCLA
554.211 et seq.). The collection of rents by Mortgagee shall in no way waive
the right of Mortgagee to foreclose this Mortgage in the event of any default.

                  22. Trust Funds. All lease security deposits of the Real
Estate shall be treated as trust funds not to be commingled with any other
funds of Mortgagor. Within 10 days after request by Mortgagee, Mortgagor shall
furnish Mortgagee satisfactory evidence of compliance with this subsection,
together with a statement of all lease security deposits by lessees and copies
of all Leases not previously delivered to Mortgagee, which statement shall be
certified by Mortgagor.

                  23. Additional Rights. The holder of any subordinate lien on
the Mortgaged Property shall have no right to terminate any Lease whether or
not such Lease is subordinate to this Mortgage nor shall any holder of any
subordinate lien join any tenant under any Lease in any action to foreclose the
lien or modify, interfere with, disturb or terminate the rights of any tenant
under any Lease. By recordation of this Mortgage all subordinate lienholders
are subject to and notified of this provision, and any action taken by any such
lienholder contrary to this provision shall be null and void. Upon the
occurrence of any Event of Default, Mortgagee may, in its sole discretion and
without regard to the adequacy of its security under this Mortgage, apply all
or any part of any amounts on deposit with Mortgagee under this Mortgage
against all or any part of the Indebtedness. Any such application shall not be
construed to cure or waive any Default or Event of Default or invalidate any
act taken by Mortgagee on account of such Default or Event of Default.

                                                                     


<PAGE>   252


                                                                             23



                  24. Notices. All notices, requests, demands and other
communications to or upon the respective parties hereto shall be given in
accordance with the provisions of subsection 14.2 of the Credit Agreement,
addressed to Mortgagor at the address given on the first page of this Mortgage
and to Mortgagee at the address given on the first page of this Mortgage.

                  25. No Oral Modification. This Mortgage may not be amended,
supplemented, terminated or otherwise modified except in writing and in
accordance with the provisions of subsection 14.1 of the Credit Agreement. Any
agreement made by Mortgagor and Mortgagee after the date of this Mortgage
relating to this Mortgage shall be superior to the rights of the holder of any
intervening or subordinate lien or encumbrance.

                  26. Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision hereof, but each shall
be construed as if such invalid, illegal or unenforceable provision had never
been included. Notwithstanding to the contrary anything contained in this
Mortgage or in any provisions of the Indebtedness or Loan Documents, the
obligations of Mortgagor and of any other obligor under the Indebtedness or
Loan Documents shall be subject to the limitation that Mortgagee shall not
charge, take or receive, nor shall Mortgagor or any other obligor be obligated
to pay to Mortgagee, any amounts constituting interest in excess of the maximum
rate permitted by law to be charged by Mortgagee.

                  27. Mortgagor's Waiver of Rights. To the fullest extent
permitted by law, Mortgagor waives the benefit of all laws now existing or that
may subsequently be enacted providing for (i) any appraisement before sale of
any portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Mortgagor may do
so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead,
claim or take the benefit or advantage of any law now or hereafter in force
providing for any appraisement, valuation, stay, exemption, extension or
redemption, or requiring foreclosure of this Mortgage before exercising any
other remedy granted hereunder and Mortgagor, for Mortgagor and its successors
and assigns, and for any and all persons ever claiming any interest in the
Mortgaged Property, to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, notice of
election to

                                                                     


<PAGE>   253


                                                                             24


mature or declare due the whole of the secured indebtedness and marshalling in
the event of foreclosure of the liens hereby created.

                  28. Remedies Not Exclusive. Mortgagee shall be entitled to
enforce payment of the Indebtedness and performance of the Obligations and to
exercise all rights and powers under this Mortgage or under any of the other
Loan Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement,
pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage
nor its enforcement, shall prejudice or in any manner affect Mortgagee's right
to realize upon or enforce any other security now or hereafter held by
Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this
Mortgage and any other security now or hereafter held by Mortgagee in such
order and manner as Mortgagee may determine in its absolute discretion. No
remedy herein conferred upon or reserved to Mortgagee is intended to be
exclusive of any other remedy herein or by law provided or permitted, but each
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. Every
power or remedy given by any of the Loan Documents to Mortgagee or to which it
may otherwise be entitled, may be exercised, concurrently or independently,
from time to time and as often as may be deemed expedient by Mortgagee. In no
event shall Mortgagee, in the exercise of the remedies provided in this
Mortgage (including, without limitation, in connection with the assignment of
Rents to Mortgagee, or the appointment of a receiver and the entry of such
receiver on to all or any part of the Mortgaged Property), be deemed a
"mortgagee in possession," and Mortgagee shall not in any way be made liable
for any act, either of commission or omission, in connection with the exercise
of such remedies.

                  29. Multiple Security. If (a) the Premises shall consist of
one or more parcels, whether or not contiguous but located in the same county,
or (b) in addition to this Mortgage, Mortgagee shall now or hereafter hold one
or more additional mortgages, liens, deeds of trust or other security (directly
or indirectly) for the Indebtedness upon other property in such county in the
state of Michigan (whether or not such property is owned by Mortgagor or by
others) or (c) both the circumstances described in clauses (a) and (b) shall be
true, then to the fullest extent permitted by law, Mortgagee may, at its
election, commence or consolidate in a single foreclosure action all
foreclosure proceedings against all such collateral securing the Indebtedness
(including the Mortgaged Property), which action may be brought or consolidated
in the courts of such county in which

                                                                     


<PAGE>   254


                                                                             25



any of such collateral is located. Mortgagor acknowledges that the right to
maintain a consolidated foreclosure action is a specific inducement to
Mortgagee to extend the Indebtedness, and Mortgagor expressly and irrevocably
waives any objections to the commencement or consolidation of the foreclosure
proceedings in a single action and any objections to the laying of venue or
based on the grounds of forum non conveniens which it may now or hereafter
have. Mortgagor further agrees that if Mortgagee shall be prosecuting one or
more foreclosure or other proceedings against a portion of the Mortgaged
Property or against any collateral other than the Mortgaged Property, which
collateral directly or indirectly secures the Indebtedness, or if Mortgagee
shall have obtained a judgment of foreclosure and sale or similar judgment
against such collateral, then, whether or not such proceedings are being
maintained or judgments were obtained in or outside the State of Michigan,
Mortgagee may commence or continue foreclosure proceedings and exercise its
other remedies granted in this Mortgage against all or any part of the
Mortgaged Property and Mortgagor waives any objections to the commencement or
continuation of a foreclosure of this Mortgage or exercise of any other
remedies hereunder based on such other proceedings or judgments, and waives any
right to seek to dismiss, stay, remove, transfer or consolidate either any
action under this Mortgage or such other proceedings on such basis. Neither the
commencement nor continuation of proceedings to foreclose this Mortgage nor the
exercise of any other rights hereunder nor the recovery of any judgment by
Mortgagee in any such proceedings shall prejudice, limit or preclude
Mortgagee's right to commence or continue one or more foreclosure or other
proceedings or obtain a judgment against any other collateral (either in or
outside the State of Michigan) which directly or indirectly secures the
Indebtedness, and Mortgagor expressly waives any objections to the commencement
of, continuation of, or entry of a judgment in such other proceedings or
exercise of any remedies in such proceedings based upon any action or judgment
connected to this Mortgage, and Mortgagor also waives any right to seek to
dismiss, stay, remove, transfer or consolidate either such other proceedings or
any action under this Mortgage on such basis. It is expressly understood and
agreed that to the fullest extent permitted by law, Mortgagee may, at its
election, cause the sale of all collateral which is the subject of a single
foreclosure action at either a single sale or at multiple sales conducted
simultaneously and take such other measures as are appropriate in order to
effect the agreement of the parties to dispose of and administer all collateral
securing the Indebtedness (directly or indirectly) in the most economical and
least time-consuming manner.

                  30.  Successors and Assigns.  All covenants of Mortgagor 
contained in this Mortgage are imposed solely and

                                                                     


<PAGE>   255


                                                                             26



exclusively for the benefit of Mortgagee and its successors and assigns, and no
other person or entity shall have standing to require compliance with such
covenants or be deemed, under any circumstances, to be a beneficiary of such
covenants, any or all of which may be freely waived in whole or in part by
Mortgagee at any time if in its sole discretion it deems such waiver advisable.
All such covenants of Mortgagor shall run with the land and bind Mortgagor, the
successors and assigns of Mortgagor (and each of them) and all subsequent
owners, encumbrancers and tenants of the Mortgaged Property, and shall inure to
the benefit of Mortgagee, its successors and assigns. The word "Mortgagor"
shall be construed as if it read "Mortgagors" whenever the sense of this
Mortgage so requires and if there shall be more than one Mortgagor, the
obligations of the Mortgagors shall be joint and several.

                  31. No Waivers, etc. Any failure by Mortgagee to insist upon
the strict performance by Mortgagor of any of the terms and provisions of this
Mortgage shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Mortgagee, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Mortgagor of any and all of
the terms and provisions of this Mortgage to be performed by Mortgagor.
Mortgagee may release, regardless of consideration and without the necessity
for any notice to or consent by the holder of any subordinate lien on the
Mortgaged Property, any part of the security held for the obligations secured
by this Mortgage without, as to the remainder of the security, in anywise
impairing or affecting the lien of this Mortgage or the priority of such lien
over any subordinate lien.

                  32. Governing Law, etc. This Mortgage shall be governed by
and construed in accordance with the laws of the State of Michigan, except that
Mortgagor expressly acknowledges that by its terms the Guarantee shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of law, and for purposes of
consistency, Mortgagor agrees that in any in personam proceeding related to
this Mortgage the rights of the parties to this Mortgage shall also be governed
by and construed in accordance with the laws of the State of New York governing
contracts made and to be performed in that State, without regard to principles
of conflict of law.

                  33. Waiver of Trial by Jury.  Mortgagor and Mortgagee
each hereby irrevocably and unconditionally waive trial by jury in any action,
claim, suit or proceeding relating to this Mortgage and for any counterclaim
brought therein. Mortgagor hereby waives all rights to interpose any
counterclaim in any suit brought by Mortgagee hereunder and all rights to have
any

                                                                     


<PAGE>   256


                                                                             27



such suit consolidated with any separate suit, action or proceeding.

                  34. Certain Definitions. Unless the context clearly indicates
a contrary intent or unless otherwise specifically provided herein, words used
in this Mortgage shall be used interchangeably in singular or plural form and
the word "Mortgagor" shall mean "each Mortgagor or any subsequent owner or
owners of the Mortgaged Property or any part thereof or interest therein," the
word "Mortgagee" shall mean "Mortgagee or any successor agent for the Lenders,"
the word "Notes" shall mean "the Notes or any other evidence of indebtedness
secured by this Mortgage," the word "person" shall include any individual,
corporation, partnership, trust, unincorporated association, government,
governmental authority, or other entity, and the words "Mortgaged Property"
shall include any portion of the Mortgaged Property or interest therein.
Whenever the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural and vice versa. The captions in
this Mortgage are for convenience or reference only and in no way limit or
amplify the provisions hereof.

                                                                     


<PAGE>   257


                                                                             28



                  This Mortgage has been duly executed by Mortgagor on the date
first above written.

In the Presence of:                         ROLLINS ENVIRONMENTAL, INC.

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

-------------------------
Name:

                                                   


<PAGE>   258




STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

                  The foregoing instrument was acknowledged before me this ____
day of May 1997, by ______________, the [    ] President of ROLLINS ENVIRONMENT
AL, INC., a Delaware corporation, on behalf of the corporation.





                                   ------------------------
                                        Notary Public

                                   My Commission Expires

                                           [seal]

                                                   


<PAGE>   259




                                   Schedule A

                          Description of the Premises

Land in the City of Ann Arbor, Washtenaw County, Michigan described as:

Lots 15 and 18, RESEARCH PARK, according to the plat thereof as recorded in
Liber 15 of Plats, Pages 56 and 57, Washtenaw County Records.

Tax Code No. 12-09-301-005 (Lot 18)
Tax Code No. 12-09-302-003 (Lot 15)

                                                                     


                                                                   

<PAGE>   260
                           INTERCREDITOR AGREEMENT

                  INTERCREDITOR AGREEMENT, dated as of May 15, 1997, among
TORONTO DOMINION (TEXAS) INC., as General Administrative Agent (as hereinafter
defined), THE TORONTO-DOMINION BANK, as Canadian Administrative Agent (as
hereinafter defined), THE TORONTO-DOMINION BANK, as Canadian Operating Facility
Agent (as hereinafter defined), and NATIONSBANK, N.A., as Working Capital Lender
(as hereinafter defined).

                                 WITNESSETH:

                  WHEREAS, Laidlaw Chem-Waste, Inc., a Delaware corporation
(together with its successors and assigns, the "Company"), and Laidlaw
Environmental Services (Canada) Ltd., a Canadian corporation (together with its
successors and assigns, the "Canadian Borrower"; together with the Company, the
"Borrowers"), are parties to the Credit Agreement, dated as of May 9, 1997 (as
the same may be amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), with certain financial institutions from time to time
parties thereto (the "Lenders"), the Managing Agents named therein, the Arranger
named therein, the Syndication Agent named therein, Toronto Dominion (Texas)
Inc., as general administrative agent (in such capacity, the "General
Administrative Agent"), and The Toronto- Dominion Bank, as Canadian
administrative agent (in such capacity, the "Canadian Administrative Agent";
together with the General Administrative Agent, the "Administrative Agents");

                  WHEREAS, the Credit Agreement provides that the Borrower
Obligations (as hereinafter defined) shall be secured and supported pursuant to
the U.S. Security Documents (as hereinafter defined);

                  WHEREAS, included in the Borrower Obligations is the Company's
guarantee, pursuant to Section 13 of the Credit Agreement, of the Canadian
Borrower Obligations (as hereinafter defined) and the Canadian Operating
Facility Obligations (as hereinafter defined);

                  WHEREAS, the Loan Parties, the Lenders and the Administrative
Agents have agreed that the Security Documents shall, in addition to providing
collateral security and credit support for the Borrower Obligations, provide
collateral security and credit support for the Working Capital Obligations (as
hereinafter defined);

                  WHEREAS, the obligations of the Canadian Borrower in respect
of the Canadian Borrower Obligations and the Canadian Operating Facility
Obligations are secured and supported pursuant to the Canadian Security
Documents (as hereinafter defined);

                  WHEREAS, the Canadian Administrative Agent has entered into an
agency agreement, dated as of May 15, 1997 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Agency Agreement"),
with The Toronto-Dominion



<PAGE>   261


                                                                               2

Bank, in its capacity as Canadian Operating Facility Lender (as hereinafter
defined), pursuant to which the Canadian Administrative Agent has agreed that,
in addition to acting as Canadian Administrative Agent under the Canadian
Security Documents, it will act as collateral agent for the Canadian Operating
Facility Lender under the Canadian Security Documents (in such capacity, the
"Canadian Operating Facility Agent"; together with the Administrative Agents,
the "Agents"); and

                  WHEREAS, the purpose of this Agreement is to establish the
procedure for the disbursement of the proceeds of, or other monies received by
any of the Agents, the Lenders, the Canadian Operating Facility Lender and the
Working Capital Lender in connection with, the Security Documents;

                  NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration receipt of which is hereby acknowledged, the
Agents, the Working Capital Lender and the Borrowers hereby agree as follows:

                  1. Definitions. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

                  (b)  The following terms shall have the following meanings:

                  "Agreement": this Intercreditor Agreement, as the same may be
         amended, modified or otherwise supplemented from time to time.

                  "Borrower Obligations": as defined in the Guarantee and
         Collateral Agreement.

                  "Canadian Borrower Obligations": as defined in the Credit
         Agreement.

                  "Canadian Operating Facility": as defined in the Credit
         Agreement.

                  "Canadian Operating Facility Lender": The Toronto-Dominion
         Bank in its capacity as lender under the Canadian Operating Facility.

                  "Canadian Operating Facility Obligations": as defined in the
         Credit Agreement.

                  "Canadian Security Documents": the "Canadian Collateral
         Documents" described in the Credit Agreement.

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



<PAGE>   262


                                                                               3

                  "Secured Canadian Obligations": the collective reference to
         (a) the Canadian Borrower Obligations, and (b) the Canadian Operating
         Facility Obligations, including in each case, without duplication, the
         Company's guarantee of such obligations pursuant to Section 13 of the
         Credit Agreement.

                  "Secured Obligations": the collective reference to (a) Secured
         U.S. Obligations, and (b) Secured Canadian Obligations.

                  "Secured U.S. Obligations": the collective reference to (a)
         the Borrower Obligations, and (b) the Working Capital Obligations.

                  "U.S. Security Documents": the collective reference to all
         Security Documents other than the Canadian Security Documents.

                  "Working Capital Facility": as defined in the Guarantee and
         Collateral Agreement.

                  "Working Capital Lender": as defined in the Guarantee and
         Collateral Agreement.

                  "Working Capital Obligations": as defined in the Guarantee and
         Collateral Agreement.

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

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

                  2. Distribution of Proceeds. (a) Any money, property or
securities realized upon the sale, disposition or other realization upon all or
any part of the Canadian Security Documents shall be applied in the following
order:

                  (1) First, the amount equal to all costs and expenses
         (including, without limitation, attorneys' fees and disbursements) paid
         or incurred by the Canadian Administrative Agent in connection with
         such sale, disposition or other realization or the protection of its
         rights and interests therein, shall be distributed to the Canadian
         Administrative Agent;

                  (2) Second, from any surplus then remaining, an amount equal
         to the unpaid Secured Canadian Obligations consisting of principal and
         accrued interest in the nature of Indebtedness for borrowed money and
         fees thereon and unpaid reimbursement



<PAGE>   263


                                                                               4

         obligations in respect of Acceptances, whether matured or unmatured,
         contingent or otherwise, shall be distributed to the respective Persons
         to whom such amounts are owed (or their respective agents), with such
         distribution to be made pro rata in accordance with the aggregate
         unpaid amounts of such Secured Canadian Obligations and without
         priority of any one over any other;

                  (3) Third, from any surplus then remaining, an amount equal to
         the other unpaid Secured Canadian Obligations then outstanding, whether
         matured or unmatured, contingent or otherwise, shall be distributed to
         the respective Persons to whom such amounts are owed (or their
         respective agents), with such distribution to be made pro rata in
         accordance with the unpaid amounts thereof and without priority of any
         one over any other; and

                  (4) Fourth, from any surplus then remaining shall be
         distributed to the applicable Loan Party or as otherwise may be
         required by applicable law.

                  (b) Any money, property or securities realized upon the sale,
disposition or other realization upon all or any part of the U.S. Security
Documents shall be applied in the following order:

                  (1) First, the amount equal to all costs and expenses
         (including, without limitation, attorneys' fees and disbursements) paid
         or incurred by the General Administrative Agent in connection with such
         sale, disposition or other realization or the protection of its rights
         and interests therein, shall be distributed to the General
         Administrative Agent;

                  (2) Second, from any surplus then remaining, an amount equal
         to the unpaid Secured U.S. Obligations consisting of principal and
         accrued interest in the nature of Indebtedness for borrowed money and
         fees thereon and unpaid reimbursement obligations in respect of Letters
         of Credit and Acceptances, whether matured or unmatured, contingent or
         otherwise (including the Company's guarantee of such amounts pursuant
         to Section 13 of the Credit Agreement), shall be distributed to the
         respective Persons to whom such amounts are owed (or their respective
         agents), with such distribution to be made pro rata in accordance with
         the aggregate unpaid amounts of such Secured U.S. Obligations and
         without priority of any one over any other;

                  (3) Third, from any surplus then remaining, an amount equal to
         the other unpaid Secured U.S. Obligations then outstanding, whether
         matured or unmatured, contingent or otherwise, shall be distributed to
         the respective Persons to whom such amounts are owed (or their
         respective agents), with such distribution to be made pro rata in
         accordance with the unpaid amounts thereof and without priority of any
         one over any other; and



<PAGE>   264


                                                                               5

                  (4) Fourth, from any surplus then remaining shall be
         distributed to the applicable Loan Party or as otherwise may be
         required by applicable law.

                  (c) The Agents shall consult in any sale, disposition or other
realization of or upon any Security Documents, and with respect to the order of
the application of proceeds thereof, with a view to causing all such sales,
dispositions or other realizations to result in the repayment of the maximum
possible amount of Secured Obligations. In furtherance of the foregoing, the
Agents may apply all proceeds of the Canadian Security Documents in accordance
with paragraph (a) above before applying any proceeds of the U.S. Security
Documents to the Canadian Borrower Obligations or the Canadian Operating
Facility Obligations.

                  3. Amounts of Secured Obligations. Whenever a distribution
pursuant to the provisions of Section 2 hereof is to be made, the Agents will
make such distribution on the basis of the unpaid amounts thereof based upon the
amount of Secured U.S. Obligations or Secured Canadian Obligations, as the case
may be, determined as provided in Section 5 hereof; provided, however, that
during the pendency of a bankruptcy proceeding with respect to any Loan Party at
the time of such distribution, the unpaid amounts of Secured Obligations of such
Loan Party shall mean all amounts allowed by the bankruptcy court in respect of
such Secured Obligations as a basis for distributions (including estimated
amounts, if any, allowed in respect of contingent claims) but only to the extent
that prior distributions have not been made in respect thereof. Notwithstanding
anything to the contrary contained herein, the Agents shall be under no
obligation to determine if any Secured Obligations are allowed in a bankruptcy
proceeding.

                  4. Time and Manner of Making Payments. All payments of such
monies under Section 2 shall be made at such time as the relevant Agent may in
its sole discretion determine.

                  5. Determination of Amounts of Secured Obligations. (a)
Whenever an Agent is required to determine the existence or amount (including,
without limitation, the principal amount) of any of the Secured Obligations for
any purpose of this Agreement, it shall (unless otherwise directed by a court of
competent jurisdiction) be entitled (but not obligated) to determine such
amounts on the basis of a certification to it of such amounts by the Borrowers;
provided, however, that if, upon the request of any Agent, a Borrower shall fail
to provide the certification as to the existence or amount of any Secured
Obligation as contemplated above within a reasonable period of time, such Agent
shall be entitled to determine such existence or amount by such method as such
Agent may, in its sole discretion, determine.

                  (b) The Agents may rely conclusively, and shall be fully
protected in relying, on any determination made by it in accordance with the
provisions of Section 5(a) hereof (or as otherwise directed by a court of
competent jurisdiction) and shall have no liability to the



<PAGE>   265


                                                                               6

Borrowers, any other Loan Party, any holder of any Secured Obligation or any
other Person as a result of such determination.

                  (c) Upon any request of any Agent from time to time, the
Borrowers will furnish a certificate to such Agent as to the existence or amount
of any Secured Obligation and, if so requested, such certificate shall set forth
all the Secured Obligations. Any certificate by a Borrower under this Section
5(c) shall be in form and substance reasonably satisfactory to the relevant
Agent.

                  (d) Upon any request of any Agent from time to time, each
holder of Secured Obligations will furnish a certificate to such Agent as to the
existence or amount of any Secured Obligation held by it and, if so requested,
such certificate shall set forth all the Secured Obligations held by it. Any
certificate by such holder of Secured Obligations under this Section 5 shall be
in form and substance reasonably satisfactory to the relevant Agent.

                  (e) If when calculating the amount of Secured Obligations it
is necessary to convert Canadian Dollar amounts outstanding into U.S. Dollar
amounts, such amounts shall be converted at the rate of exchange quoted by the
General Administrative Agent as its spot rate of exchange for the conversion of
Canadian Dollars to U.S. Dollars at approximately noon (New York time) on such
day.

                  6.  No Representation by Agent. No Agent shall be responsible
in any manner whatsoever for the correctness of any recitals, statements,
representations or warranties contained herein or in any of the other Security
Documents, all of which are made solely by the Borrowers or other Loan Party
thereto, as the case may be. No Agent makes any representations as to the value
of any collateral held by it or any part thereof or as to the title of the
Borrowers or any other Loan Party thereto, or as to the security afforded by the
Security Documents or this Agreement or as to the validity, execution (except
its own execution), enforceability, legality or sufficiency of this Agreement or
any of the other Security Documents or of the sufficiency of the Secured
Obligations, and no Agent shall incur any liability or responsibility in respect
of any such matters.

                  7.  Powers Coupled With An Interest. All powers, 
authorizations and agencies contained in this Agreement are coupled with an
interest and are irrevocable until the Secured Obligations are paid in full and
the Commitments under the Credit Agreement are terminated.

                  8.  Notices. All notices, requests and demands to or upon the
Agents or the Borrowers to be effective shall be in writing (or by telex, fax or
similar electronic transfer confirmed in writing) and shall be deemed to have
been duly given or made (1) when delivered by hand or (2) if given by mail, when
deposited in the mails by certified mail, return receipt requested, or (3) if by
telex, fax or similar electronic transfer, when sent and receipt has been
confirmed, addressed as follows:



<PAGE>   266


                                                                               7

If to the General Administrative Agent:        Toronto Dominion (Texas) Inc.
                                               909 Fannin Street, Suite 1700
                                               Houston, Texas 77010
                                               Attention:  Jano Mott
                                               Fax: (703) 951-9921

If to the Canadian Administrative Agent or
  the Canadian Operating Facility Agent:       The Toronto-Dominion Bank
                                               8th Floor, Toronto Dominion Bank
                                               Tower
                                               Toronto Dominion Centre
                                               Toronto, Ontario M5K 1A2
                                               Attention: Manager Agency
                                               Fax: (416) 982-5535

If to the Working Capital Lender:              NationsBank, N.A.
                                               100 North Tryon Street, 12th 
                                               Floor
                                               NC-007-12-04
                                               Charlotte, North Carolina 28255
                                               Attention:  David Sachsenmaier
                                               Fax: (704) 388-9215

If to either Borrower, at the addresses provided in Section 14.2 of the Credit
Agreement.

The parties hereto may change their addresses and transmission numbers for
notices by notice in the manner provided in this Section.

                  9.  Counterparts. This Agreement may be executed by one or 
more of the parties on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the counterparts of this Agreement signed by all the
parties shall be lodged with each Agent.

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

                  11. Integration. This Agreement represents the agreement of
the parties hereto with respect to the subject matter hereof and there are no
promises or representations by the Agents or any such lender relative to the
subject matter hereof not reflected herein.

                  12. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the parties hereto.



<PAGE>   267


                                                                               8

                  (b) No failure to exercise, nor any delay in exercising, on
the part of any Agent, any right, power or privilege hereunder shall operate as
a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

                  (c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.

                  13. Section Headings. The section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  14. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Borrowers, each other Loan Party, the Agents and
each holder of Secured Obligations and their respective successors and assigns,
and nothing herein is intended or shall be construed to give any other Person
any right, remedy or claim under, to or in respect of this Agreement.

                  15. Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.



<PAGE>   268

                                                                               9


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

                                  TORONTO-DOMINION BANK, as Canadian
                                  Administrative Agent and as Canadian Operating
                                  Facility Agent



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


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



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


                                  NATIONSBANK, N.A., as Working Capital
                                   Lender



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


Consented and Agreed:

LAIDLAW CHEM-WASTE, INC.


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


LAIDLAW ENVIRONMENTAL SERVICES
 (CANADA) LTD.


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


<PAGE>   269








                                    1996

                                 MANAGEMENT
                               INCENTIVE PLAN




                                                        Rev: September 12, 1995

<PAGE>   270

                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page No.
                                                                                                 --------

<S>  <C>                                                                                         <C> 
I.   OVERVIEW                                                                                     1
                                                                                                                    
II.  PLAN OBJECTIVES                                                                              1
                                                                                                                    
III. ATTAINING GOALS                                                                              2
                                                                                                                    
IV.  ELIGIBILITY FOR PLAN PARTICIPATION                                                           3
                                                                                                  
V.   PLAN STRUCTURE                                                                               3            
                                                                                                  
     A.           Performance Measures                                                            3
                  1.  Revenue                                                                     3
                  2.  Return on Assets                                                            3
                  3.  Individual Goals                                                            4
                           Table 1: Performance Rating Qualitative Category                       4

     B.           Performance Criteria and Target Bonuses                                         4
                  1.  Target Bonus Level                                                          4 
                  2.  Performance Weights                                                         4 
                           Table 2: Target Bonus and Goals by Position                            5 
                  3.  Units of Measure                                                            5 
                           Table 3: Units of Measure and Weights by Position                      6 

     C.           Payout Schedule                                                                 6                            
                           Table 4: Schedule A: Payout Schedule for Annual                          
                                    Revenue/ROA Achieved Against Committed                          
                                    Targets                                                       7 
                           Table 5: Schedule B: Payout Schedule for Annual                          
                                    Revenue/ROA Achieved Against Committed                          
                                    Targets                                                       8 

VI.               PAYMENT OF AWARDS                                                               9

VII.              PLAN ADMINISTRATION                                                             9

VIII.             SUMMARY AND CONCLUSION                                                         10
</TABLE>


<PAGE>   271



                                 I. OVERVIEW


The Management Incentive Compensation Plan is a short-term cash incentive bonus
plan covering Corporate Executive Staff positions, Vice Presidents, Directors,
Facility Managers, Operations Managers, and other select key management
positions. The plan allows selected management employees to share directly in
the success of the company through the payment of annual incentive awards which
are in turn based on the attainment of business unit goals and individual
performance objectives.

The plan will provide the company with a mechanism to communicate its
expectations for Company performance while at the same time allowing the
management team the opportunity to earn a total compensation package that is
competitive for the industry.


                               II. PLAN OBJECTIVES


The purpose of a bonus compensation plan is to motivate key management
performance and to reward those individuals considered responsible for the
success of the business. Laidlaw Environmental Services, Inc. has developed a
Management Incentive Plan for key managerial personnel which will provide a
significant economic opportunity based on their business unit contribution to
the Corporation and on their own individual performance.

The objective of this Plan is to increase Laidlaw's market share, ensure maximum
cooperation between Sales and Operations through the creation of common goals,
sustain teamwork across operational units, and effectively manage capital
assets. In order to accomplish these objectives, a certain percentage of a key
management's total compensation package will be at risk. Therefore, key managers
must direct their efforts and set goals which will maximize the success of their
business unit as defined by the Plan.


<PAGE>   272
                             III. ATTAINING GOALS


The success of the Management Incentive Compensation Plan will be measured by
the success of attaining the preset goals for revenue, return on assets, and
qualitative goals as established at the beginning of the year. This can only be
accomplished by the combined support of the corporation's management team.

Each participant should understand that their earning opportunities are
dependent upon the attainment of these preset goals. To enhance this
understanding, each participant will be given an explanation of the plan along
with their individual goals and bonus potentials. This will allow the
participant to clearly understand that increased effort which increases results
will produce higher rewards.

In implementing and maintaining this plan, the following factors are of critical
importance:

    -             Performance goals will be quantitative and qualitative in
                  nature. The quantitative goals will be tied to the Company's
                  annual financial budget. The use of such goals will also help
                  generate and reinforce a commitment to the budgeting process.
                  The qualitative goals will be established through a goal
                  setting exercise between the immediate superior and
                  participant. It will be of such a nature which will drive the
                  business forward strategically. Measurements of these goals
                  must be defined and agreed upon by both parties. Copies of
                  these goals must be forwarded to the respective Regional or
                  Staff Vice President.

    -             Incentive awards will be based upon the achievement of
                  aggressive objectives. These "stretch" objectives will help
                  assure that the plan pays for itself; and that stockholders
                  receive an appropriate return on investment in the incentive
                  payments.

    -             The threshold of incentive awards will only be at a
                  "competent" level of performance but appreciably more award
                  will result from extra efforts and results achieved due to
                  higher levels of performance.



                                    Page 2
<PAGE>   273


                    IV. ELIGIBILITY FOR PLAN PARTICIPATION

For fiscal year 1996 participation in the plan will be limited to:

       - President                   - Regional Managers
       - Senior Vice Presidents      - Facility Managers
       - Vice Presidents             - Operations Managers
       - Directors

These positions are targeted because of their direct accountability for the
operating results of a major business unit, and/or their indirect impact on
total Company results, and their accountability for structuring a function under
them.

To receive an annual incentive award, a participant must be employed by the
Company at the time the checks are distributed and be a participant in the
Management Incentive Plan as of April 1, 1996. Participants who have not
occupied an incentive eligible position for the full fiscal year will be
prorated based on the number of full months of participation. These eligibility
criteria apply to current employees promoted to eligible positions, new hires
hired into eligible positions, or employees in positions subsequently selected
to participate in the Plan.

                              V. PLAN STRUCTURE

A.  PERFORMANCE MEASURES

Participants will be judged against achieving three separate goals which will be
set at the beginning of the year. These are revenue, return on assets, and
qualitative goals.

1.  Revenue

Revenue is defined as accrued and billed sales, including intercompany sales.
Intercompany sales are being included to encourage pass-through business. The
revenue goal will be judged against the year-end revenue as stated on the
appropriate FY96 Profit and Loss Statement.

2.  Return on Assets

Return on assets is defined as earnings before interest and taxes divided by
average monthly assets. While EBIT will be obtained from the last monthly Profit
and Loss Statement, assets will be averaged across each ending month's balance.
Although assets could be averaged across each quarter or even across beginning
and ending year balance, averaging across each month has been chosen as the best
method to encourage timely asset management.



                                    Page 3
<PAGE>   274

                              V. PLAN STRUCTURE
                                 (Continued)

3.  Individual Goals

While the appropriate performance rating in this category of payout is more
subjective, definitions of ratings have been created to assist in the final
determination. The rating schedule has been established in such a way as to
encourage superior performance.


<TABLE>
<CAPTION>
  DEFINITION:
  -----------
  <S>            <C>
  OUTSTANDING:   Significantly beyond expectations, distinguished results.
  SUPERIOR:      Generally exceeded expectations.
  GOOD:          Results expected were met with some aspects above average.
  SATISFACTORY:  Results expected were met with some aspects needing attention.
  UNACCEPTABLE:  Outcomes did not meet expectations.
</TABLE>


                                   TABLE 1
                              PERFORMANCE RATING
                             QUALITATIVE CATEGORY

       1.  Outstanding                 = 100% of points assigned
       2.  Superior                    =  80% of points assigned
       3.  Good                        =  60% of points assigned
       4.  Satisfactory                =  40% of points assigned
       5.  Unacceptable                =   0% of points assigned


B.  PERFORMANCE CRITERIA AND TARGET BONUSES

1.  Target Bonus Level

The target bonus payout is the monetary award that will be paid if all goals are
achieved exactly as set. This will be calculated as a percentage of base pay
called the target bonus percent. For example, a participant whose base pay is
$50,000 and whose target bonus percent is 30% will receive a $15,000 award if
all the performance goals are met. This award can fluctuate if the goals are
missed or exceeded. The base pay level used to calculate bonus awards will be
the base annualized salary paid as of August 31, 1996. Target bonus percents are
presented in Table 2 below.

2.  Performance Weights

Each participant will be judged on a combination of the three separate goals:
Revenue, ROA, and individual goals. These goals do not carry equal weight in
determining the plan payout but are separately weighted according to each
position. These weights are outlined by position in Table 2. To obtain a full
incentive payout, all three goals must be fully achieved.



                                     Page 4
<PAGE>   275

                              V. PLAN STRUCTURE
                                 (Continued)

                                   TABLE 2
                            TARGET BONUS AND GOALS
                                 BY POSITION

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
                                                            Goal
                            Target      Payout             Weights
Position                     Bonus     Schedule     Revenue  ROA  Indiv.
=======================================================================
<S>                           <C>       <C>          <C>     <C>   <C>
President                     50%       Table 4      40%     40%   20%
Senior VP                     40%       Table 5      40%     40%   20%
Regional VP                   35%       Table 5      40%     40%   20%
Staff VP                      35%       Table 4      40%     40%   20%
Ops Director                  30%       Table 5      40%     40%   20%
Staff Dir - Corp.             20%       Table 4      40%     40%   20%
Staff Dir - Div.              20%       Table 5      40%     40%   20%
Facility Manager              30%       Table 5      40%     40%   20%
Operations Mgr                15%       Table 5      40%     40%   20%
-----------------------------------------------------------------------
</TABLE>

3.  Units of Measure

The performance criteria for each plan participant should focus upon the
appropriate areas in which the position has an opportunity to impact. The
following list defines the various units of measure against which the two
financial performance goals will be judged. It should be noted that these
weightings are not permanently fixed and could vary from year to year.

        Corporate        -        All of Laidlaw Environmental Services, Inc.
        Divisional       -        A specific division under the control of a 
                                  Senior Vice President.
        Regional         -        A territory or line of business within a 
                                  division that is under the control of an 
                                  Operating Vice President, i.e., East Central, 
                                  Western, et cetera. 
        District         -        A grouping of several facilities that is
                                  usually controlled by a Director. 
        Facility         -        A specific operating center.



                                    Page 5
<PAGE>   276




Each position will be judged against at least one of the units of measure
defined above. The unit of measure used and its associated weight is based upon
the position's level of control within the organization. These are presented in
Table 3 below:

                              V. PLAN STRUCTURE
                                 (Continued)

                                   TABLE 3
                         UNITS OF MEASURE AND WEIGHTS
                                 BY POSITION

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
                                                  Weights
 Position                Corporate   Divisional   Regional  District  Facility
==============================================================================
 <S>                       <C>         <C>          <C>       <C>       <C>
 President                 100%
                         -----------------------------------------------------
 Senior VP                  25%         75%
                         -----------------------------------------------------
 Regional VP                                        100%
                         -----------------------------------------------------
 Staff VP                  100%
                         -----------------------------------------------------
 Ops Director                                                 100%
                         -----------------------------------------------------
 Staff Dir - Corp.         100%
                         -----------------------------------------------------
 Staff Dir - Div.                      100%
                         -----------------------------------------------------
 Facility Manager                                                       100%
                         -----------------------------------------------------
 Operations Mgr                                                         100%
------------------------------------------------------------------------------
</TABLE>

IN ORDER TO BE ELIGIBLE FOR ANY INCENTIVE AWARD, 90% OR MORE OF THE ROA GOAL
WITH THE UNIT OF MEASURE THAT CARRIES THE HIGHEST WEIGHT MUST FIRST BE ACHIEVED.
For example, SVPs have two ROA goals split 25/75 between the corporation and
their division. To be eligible for the rest of the plan, SVPs must achieve at
least 90% of the ROA goal for their division.

                              C. PAYOUT SCHEDULE

The achievement level attained against each goal will determine how much of each
goal will be paid. The following schedules in Tables 4 and 5 presents the payout
percentages for various levels of achievement. Different payout schedules are
used depending upon the level of influence of the position. The payout schedule
associated with each position is presented in Table 2. In order to be paid an
award for a particular goal, at least 90% of the goal must be achieved. This is
called the threshold level. Achievement will not be rounded to the next highest
level. For example, if achievement against targets is 92.9%, the payout will be
based on 92%, not 93%.



                                    Page 6


<PAGE>   277




                              V. PLAN STRUCTURE
                                 (Continued)

                                   TABLE 4

                                 SCHEDULE A:
                    PAYOUT SCHEDULE FOR ANNUAL REVENUE/ROA
                      ACHIEVED AGAINST COMMITTED TARGETS

<TABLE>
<CAPTION>
--------------------------------------------------------
   Incentive       Achievement Against      Payout Level
     Step          Committet Targets
========================================================
      <S>                 <C>                   <C>     
      21                  110%+                 135%
      20                  109%                  131%
      19                  108%                  127%
      18                  107%                  123%
      17                  106%                  119%
      16                  105%                  115%
      15                  104%                  112%
      14                  103%                  109%
      13                  102%                  106%
      12                  101%                  103%
      11                  100%                  100%
      10                   99%                   95%
       9                   98%                   90%
       8                   97%                   85%
       7                   96%                   80%
       6                   95%                   75%
       5                   94%                   70%
       4                   93%                   65%
       3                   92%                   60%
       2                   91%                   55%
       1                   90%                   50%
       0                  <90%                    0%
--------------------------------------------------------
</TABLE>



                                    Page 7

<PAGE>   278

                              V. PLAN STRUCTURE
                                 (Continued)

                                   TABLE 5

                                 SCHEDULE B:
                    PAYOUT SCHEDULE FOR ANNUAL REVENUE/ROA
                      ACHIEVED AGAINST COMMITTED TARGETS

<TABLE>
<CAPTION>
--------------------------------------------------------
  Incentive       Achievement Against       Payout Level
     Step          Committet Targets
========================================================
      <S>                 <C>                   <C>
      21                  110%+                 135%
      20                  109%                  131%
      19                  108%                  127%
      18                  107%                  123%
      17                  106%                  119%
      16                  105%                  115%
      15                  104%                  112%
      14                  103%                  109%
      13                  102%                  106%
      12                  101%                  103%
      11                  100%                  100%
      10                   99%                   90%
       9                   98%                   81%
       8                   97%                   73%
       7                   96%                   65%
       6                   95%                   58%
       5                   94%                   52%
       4                   93%                   46%
       3                   92%                   41%
       2                   91%                   36%
       1                   90%                   32%
       0                  <90%                    0%
--------------------------------------------------------
</TABLE>




                                    Page 8


<PAGE>   279


                              V. PLAN STRUCTURE
                                 (Continued)

An example of a bonus calculation is as follows:

Facility Manager
Annual Salary: $50,000
Target Bonus Percent: 30%

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
     Goal         Achievement    Payout    Goal       Target    Annual             Goal
                                           Weight     Bonus     Salary            Payout
========================================================================================
     <S>           <C>            <C>        <C>        <C>       <C>            <C>   
     Dist. ROA      108.9%        127%   x   40%    x   30%   x   $50,000   =    $ 7,620
     Dist. Rev.      98.2%         81%   x   40%    x   30%   x   $50,000   =    $ 4,860
     Ind. Goals    Superior        80%   x   20%    x   30%   x   $50,000   =    $ 2,400
                 -----------------------------------------------------------------------   
                 Total:                                                          $14,880
----------------------------------------------------------------------------------------

</TABLE>

                            VI. PAYMENT OF AWARDS

Each incentive award will be reviewed and approved by the appropriate most
senior Vice President, the Vice President Administration, and the President.
Checks will be issued no later than November 15, 1996. Participants that
voluntarily terminate their employment with Laidlaw prior to awards being issued
will forfeit their right to receive the award.

Any adjustments to bonus amounts must be approved by the Vice President -
Administration, and the President.

                           VII. PLAN ADMINISTRATION

The President of Laidlaw Environmental Services, Inc. is the sole interpreter
and arbitrator of these provisions and has the right to amend, withdraw or
revoke them at any time.




                                    Page 9
<PAGE>   280

                         VIII. SUMMARY AND CONCLUSION

The conceptual framework and basic guidelines covered in this Plan represent
those elements that necessarily must be examined to assure the value to the
Company of utilizing a short-term cash incentive compensation plan. Several
steps must be taken to ensure that those objectives which the plan is designed
to meet can be accomplished. These steps are described as follows:

         Communication of the Plan

         It is important that the Plan be effectively communicated to all
         participants. This would include individual discussions with each
         participant. These discussions should include a review of the measures
         and standards that should be developed to assess personal and/or
         business unit performance, as well as a clarification of the details of
         the plan and individual opportunities.

         Development of Performance Measures

         Business unit and individual goals should be established and
         communicated at the beginning of the fiscal year. Accepted standards
         are those that are reasonable and realistic reflections of current
         opportunity, as well as a striving for improvement. Measurements of
         performance should use relevant quantitative criteria.



                                   Page 10