FOURTH AMENDMENT TO CREDIT AGREEMENT


         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as
of June 14,  1996,  by and among  LaSalle  National  Bank,  a  national  banking
association with its principal  offices located in Chicago,  Illinois,  as agent
for the Lenders hereunder (the "Agent"),  various financial  institutions  which
are, or may become, signatories or parties hereto (individually,  a "Lender" and
collectively, the "Lenders"), and Continental Waste Industries, Inc., a Delaware
corporation ("CWI"), together with its Subsidiaries,  which currently consist of
Barker Brothers,  Inc., a Tennessee corporation,  Barker Brothers Waste, Inc., a
Tennessee  corporation,  Berrien County Landfill,  Inc., a Michigan corporation,
Bluegrass Recycling & Transfer Company, a Kentucky corporation, Commercial Waste
Disposal,  Inc.,  a Kentucky  corporation,  Covington  Waste,  Inc., a Tennessee
corporation,  CWI of Illinois,  Inc., an Illinois corporation,  CWI of Missouri,
Inc., a Missouri corporation, CWI Venture, Inc., a New Jersey corporation,  FLL,
Inc., a Michigan corporation,  G.E.M.  Environmental Management Inc., a Delaware
corporation,   Gila  Bend  Regional  Landfill,  Inc.,  an  Arizona  corporation,
Greenfield  Environmental  Development  Corp.,  a  Delaware  corporation,  Jamax
Corporation,  an Indiana  corporation,  Karat Corp.,  a New Jersey  corporation,
Midwest Material Management,  Inc. an Indiana  corporation,  Northwest Tennessee
Disposal Corporation, a Tennessee corporation,  Prichard Landfill Corporation, a
West  Virginia  corporation,  Sandy  Hollow  Landfill  Corp.,  a  West  Virginia
corporation, Sanifill, Inc., a Tennessee corporation, Southern Illinois Regional
Landfill,  Inc.,  an  Illinois  corporation,  South  Trans,  Inc.,  a New Jersey
corporation,   Springfield   Environmental,   Inc.,   a  Delaware   corporation,
Springfield  Environmental,  Inc., an Indiana  corporation,  Triple G Landfills,
Inc., an Indiana  corporation,  United Refuse Co., Inc., an Indiana corporation,
Victory  Environmental  Services,  Inc., a Delaware  corporation,  Victory Waste
Incorporated,  a California  corporation,  WPP Continental de Costa Rica S.A., a
Costa  Rican  corporation,  WPP  Services,  Inc.,  an  Ohio  corporation,   ASCO
Sanitation, Inc., a Mississippi corporation,  Gilliam Transfer, Inc., a Missouri
corporation,  Anderson  Refuse  Co Inc,  an  Indiana  corporation,  Terre  Haute
Recycling,  Inc.,  an  Indiana  corporation,   NationsWaste,  Inc.,  a  Delaware
corporation,  Northeast Sanitary Landfill,  Inc., a South Carolina  corporation,
Schofield Corporation of Orlando, a Florida corporation, and Holland Excavating,
Inc.,  a  Florida  corporation,   individually,   CWI  and  any  of  said  other
corporations  may be referred to herein as a "Borrower,"  and  collectively  are
sometimes referred to as the "Borrowers").

                                   WITNESSETH:

         WHEREAS,  the  Borrowers and the Lenders have  previously  entered into
that certain Credit  Agreement dated as of March 28, 1995, as amended by a First
Amendment to Credit  Agreement dated June 6, 1995, a Second  Amendment to Credit
Agreement dated October 5, 1995, and a Third Amendment to Credit Agreement dated
January 31, 1996 (as so amended, the "Credit Agreement," with terms used but not
otherwise  defined herein being used with the same meanings as therein defined),
whereunder Lenders have made certain Loans to Borrowers;

         WHEREAS,  the Borrowers have  requested  that the Lenders  increase the
amount of the Commitment from  $45,000,000 to $70,000,000 and make certain other
modifications to the Credit Agreement;

         WHEREAS,  the Lenders are willing to increase such  Commitment and make
such modifications upon the terms and conditions set forth herein;

         NOW, THEREFORE,  for and in consideration of the foregoing premises and
of the mutual agreements,  promises and covenants  contained herein, the parties
hereto, intending to be legally bound, hereby agree as follows:

         1. Loan Documents.  The Credit  Agreement and all of the Loan Documents
are hereby amended such that all references  therein to the Credit  Agreement or
any other Loan  Documents  are hereby  deemed to include this  Amendment and the
amendments to the Credit Agreement and the Loan Documents contained herein.


                                      -1-

<PAGE>


         2. Section 2.A.1.  Revolving Loans.  Sections  2.A.1. and 2.A.2  of the
Credit Agreement are  hereby  deleted  in  their  entirety and replaced with the
following:

         "2.A.1.  Revolving  Loans.  Subject to the terms and conditions of this
Agreement,  the Lenders agree to lend to the  Borrowers  from time to time until
the earlier of the Termination  Date or the occurrence of either a Default or an
Event of Default hereunder (the earlier of such date being hereinafter  referred
to as the "Expiration  Date"), such sums, in a minimum amount(s) as set forth in
Section 3.B hereof,  as  Borrowers  may request from time to time by a Borrowing
Notice  pursuant to Section 3.C hereof;  provided,  however,  that the aggregate
principal   amount  of  all  loans   outstanding   under  this   Section   2.A.1
(individually,  a "Revolving  Loan" or "Loan" or,  collectively,  the "Revolving
Loans" or  "Loans")  plus the  Stated  Amount of all  letters  of credit  issued
pursuant to Section  2.B hereof (the  "Letters of Credit") at any one time shall
not exceed  Seventy  Million  Dollars  ($70,000,000)  (such  amount  hereinafter
referred to as the  "Commitment"  and/or  cumulatively for all Lenders as the or
their  "Commitments").  Each  Borrowing  of Loans shall be made ratably from the
Lenders in proportion to their respective Commitments.  Subject to the terms and
conditions  hereof,  the Borrowers  may borrow or repay and reborrow  hereunder,
from the date hereof until the  Expiration  Date,  either the full amount of the
Commitments or any lesser sum in the minimum amounts referred to herein.  If, at
any time,  the Loans plus the  Stated  Amount of  outstanding  Letters of Credit
exceed the Commitment,  the Borrowers shall immediately  notify the Agent of the
existence of and pay to the Agent the amount of such excess.  The maximum amount
of the  Commitment  of each  Lender,  which is also the maximum  amount of Loans
which  each  Lender  agrees to extend  to the  Borrowers,  shall be as set forth
opposite  its name on the  applicable  signature  page  hereof  (subject  to any
reductions  thereof  pursuant  to the terms  hereof).  For all  purposes of this
Agreement,  where a  determination  of the  unused  or  available  amount of the
Commitment is necessary, the Loans and the Letter of Credit Utilization shall be
deemed to utilize the Commitments.  The obligations of the Lenders hereunder are
several and not joint and no Lender shall under any  circumstances  be obligated
to extend credit hereunder in excess of its Commitment.

         "2.A.2.  Revolving Notes. In order to evidence the Loans,  concurrently
herewith, the Borrowers will execute and deliver promissory notes payable to the
order of each Lender in the principal amount of its Commitment, substantially in
the form of Exhibit A-1 hereto, with appropriate  insertions  (together with any
and   all  amendments,   modifications,  supplements,  substitutions,  renewals,
extensions  and  restatements,  thereof and therefor,  whether  individually  or
collectively,  the  "Revolving  Note" or  "Note"  or the  "Revolving  Notes"  or
"Notes"). The Loans and the Notes shall mature on the Termination Date and shall
bear and pay interest as set forth in Section 3 hereof."

         3.  Section 2.B(a)  Letters  of  Credit.  Section  2.B(a) of the Credit
Agreement is hereby deleted in its entirety and replaced by the following:

         "(a) General Terms.  Subject to all of the terms and conditions hereof,
the Commitment may be availed of in the form of Letters of Credit, provided that
the  aggregate  outstanding  amount  of  Letter  of  Credit  Utilization  by the
Borrowers  hereunder  shall in no event  exceed  the  lesser of (aa) the  unused
amount of the  Commitments or (bb)  $15,000,000.  The Letters of Credit shall be
issued by the Agent,  but each Lender shall be obligated to reimburse  the Agent
for a pro  rata  share  of the  amount  of  each  draft  drawn  thereunder  and,
accordingly, each Letter of Credit shall be deemed to utilize the Commitments of
all Lenders pro rata in accordance with the respective amounts thereof.  For all
purposes of this Agreement, each Existing Letter of Credit shall be deemed to be
a Letter of Credit issued hereunder."

         4.       Section 8.A.1 Financial Covenants.

                  The following  Section  8.A.1(f) is hereby added to the Credit
Agreement:

         "(f) The Borrowers'  Consolidated ratio of (a) interest-bearing debt to
(b) Stockholders' Equity plus interest-bearing debt, as determined as of the end
of each quarter of CWI's Fiscal Year, shall not be greater than 0.50:1."


                                      - 2 -

<PAGE>

         5.       Conditions.

         5.A. Delivery of Documents as Conditions Precedent.  The delivery by or
on behalf of the Borrowers of each of the following documents to the Agent, each
of which  shall be  satisfactory  to the  Agent in  substance  and  form,  shall
constitute  separate and distinct  conditions  precedent to the effectiveness of
this Amendment:

         5.A.1.  A copy of this Amendment duly executed by Borrowers.

         5.A.2.  The Revolving Notes duly executed by the Borrowers.

         5.A.3. A Reaffirmation of Environmental Indemnity Agreement in the form
attached hereto as Exhibit A-2 duly executed by the Borrowers.

         5.A.4.  A  Reaffirmation  of  Security  Agreement in the  form attached
hereto as Exhibit A-3 duly executed by the Borrowers.

         5.A.5.  A  Reaffirmation  of  Stock  Pledge  Agreement  in  the form of
Exhibit A-4 hereto duly executed by the Pledgors.

         5.A.6.  Certificate of Secretary of the Borrowers as to (I) resolutions
authorizing entry into,  execution,  delivery and performance of its obligations
under this  Amendment and the Loan Agreement and related Loan Documents to which
it is a party, (ii) the incumbency and signatures of the officers  authorized to
execute on its behalf the Loan  Documents  to which it is a party,  and (iii) no
change in the Certificates of Incorporation and bylaws of the Borrowers provided
to Bank.

         5.A.7.  In form and  substance  satisfactory  to the  Agent,  any other
documents which the Agent may reasonably  request from or to be delivered by the
Borrowers  from time to time to effect the intent of this Amendment and the Loan
Documents,  which  shall  include  but not be  limited to  modifications  to the
Mortgages and date-down endorsements on existing title policies.

         5.B. Facility Fee. The Borrowers shall pay to the Agent for the ratable
account of the Lenders a facility  fee equal to $62,500  upon  execution of this
Amendment,  and an additional fee of $62,500 (the  "Additional  Fee") within 120
days of the date of this Amendment;  provided, however, that Borrowers shall not
be required to pay the  Additional  Fee if,  within 120 days of the date hereof,
Borrowers  direct the Agent to  permanently  reduce the amount of the Commitment
from $70,000,000 to $45,000,000 (which Commitment shall be reduced ratably among
the Lenders),  and Borrowers repay to the Lenders the aggregate principal amount
of the Loans and  Letter of Credit  Utilization  then  outstanding  in excess of
$45,000,000, plus interest accrued thereon.

         6.       Representations; Warranties; Covenants.

         6.A.     To induce the Agent and the Lenders to execute this Amendment,
the  Borrowers jointly  and severally represent and warrant that, as of the date
hereof:

                  (i)         the  representations  and  warranties set forth in
                              the   Credit   Agreement,    including,    without
                              limitation,  those set forth in Section 7 thereof,
                              and in the Loan Documents to which any Borrower is
                              a party, are true and correct;

                  (ii)        the  covenants  and  agreements  set  forth in the
                              Credit Agreement,  including,  without limitation,
                              those set forth in  Section 8 thereof  as  amended
                              hereby,  and in the other Loan  Documents to which
                              any Borrower is a party,  are not currently  being
                              breached and are inviolate;

                  (iii)       no  Default  or  Event of Default currently exists
                              under the  Credit  Agreement or any Loan Documents
                              and is continuing; and

                  (iv)        the  Borrowers  have  taken all  corporate  action
                              necessary   to  enter  into  and   authorize   the
                              execution  and delivery of this  Amendment and the
                              other Loan  Documents to be executed and delivered
                              hereunder.


                                      - 3 -

<PAGE>

         6.B.  Within 90 days of the date  hereof,  Borrowers  shall  deliver to
Lenders an opinion of outside legal counsel in form and substance  acceptable to
Lenders and covering such items as Lenders shall request.

         7. Reimbursement for Costs. As further inducement for the Agent and the
Lenders to execute this  Amendment,  the Borrowers  agree to reimburse the Agent
for any  costs or  expenses  any such  party may  incur in  connection  with the
negotiation and drafting of this Amendment, including all attorneys' fees.

         8.  Governing  Law;  Successors  and Assigns.  This  Amendment has been
executed,  delivered and accepted in and shall be deemed to have been made under
and shall be governed by and construed in  accordance  with the internal laws of
the  State of  Illinois  without  regard  to its  conflict  of law  rules.  This
Amendment  shall be binding upon Borrowers and their  respective  successors and
assigns  and  shall  inure to the  benefit  of  Agent,  the  Lenders  and  their
respective successors and assigns;  provided,  however, that Borrowers shall not
have the right to assign their rights or interests hereunder or under the Credit
Agreement without the prior written consent of Agent.

         9.  Release.  Borrowers,  for and on  behalf  of their  successors  and
assigns, hereby release,  forever discharge and agree to hold harmless Agent and
each Lender,  and their  respective  successors  and  assigns,  from any and all
claims,  actions or causes of action  heretofore  arising  in any manner  under,
pursuant to or with  respect to the Credit  Agreement  or the Loan  Documents or
Agent's or any Lender's  administration  or actions  under,  pursuant to or with
respect  to the  Credit  Agreement  or the Loan  Documents  and from any suit or
proceeding relating to the foregoing at any time against Agent or any Lender.

         10. Amendment;  Ratification;  No Waiver.  The Credit Agreement and the
other Loan  Documents to which any Borrower is a party are hereby amended in all
other respects to give effect to the foregoing amendments and agreements and, as
so  amended,  shall  remain in full  force and  effect  and  shall  continue  to
constitute  the valid and binding  obligations  of the Borrowers  enforceable in
accordance with their  respective  terms.  This Amendment shall not be deemed to
constitute  or shall  not be  construed  as a waiver  of any  rights,  remedies,
collateral or other security of or granted to the Bank under the foregoing or of
any Event of  Default  or other  default  or breach  which has  occurred  and is
continuing thereunder as of the date hereof.

         11. Counterparts.  This Amendment  may  be executed  in  any number  of
counterparts, each of which shall be deemed an original hereof and all of  which
together shall constitute one and the same document.


         IN WITNESS  WHEREOF,  the  Borrowers,  the Agent and the  Lenders  have
caused their respective  officers,  thereunto duly  authorized,  to execute this
Amendment as of the date first above written.

BORROWERS:

CONTINENTAL WASTE INDUSTRIES,   INC.
By:______________________________
Name:  Jeffrey E. Levine
Title: Senior Vice President

BARKER BROTHERS, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

BARKER BROTHERS WASTE, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

BERRIEN COUNTY LANDFILL, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

BLUEGRASS RECYCLING & TRANSFER  COMPANY
By:
Name:  Jeffrey E. Levine
Title: Vice President


                                      - 4 -

<PAGE>

COMMERCIAL WASTE DISPOSAL, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

COVINGTON WASTE, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

CWI OF ILLINOIS, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

CWI OF MISSOURI, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

CWI VENTURE, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

FLL, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

G.E.M. ENVIRONMENTAL MANAGEMENT   INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

GILA BEND REGIONAL LANDFILL, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

GREENFIELD ENVIRONMENTAL DEVELOPMENT  CORP.
By:
Name:  Jeffrey E. Levine
Title: Vice President

JAMAX CORPORATION
By:
Name:  Jeffrey E. Levine
Title: Vice President

KARAT CORP.
By:
Name:  Jeffrey E. Levine
Title: Vice President

MIDWEST MATERIAL MANAGEMENT, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

NORTHWEST TENNESSEE DISPOSAL CORPORATION
By:
Name:  Jeffrey E. Levine
Title: Vice President

PRICHARD LANDFILL CORPORATION
By:
Name:  Jeffrey E. Levine
Title: Vice President

                                      - 5 -

<PAGE>


SANDY HOLLOW LANDFILL CORP.
By:
Name:  Jeffrey E. Levine
Title: Vice President

SANIFILL, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

SOUTHERN ILLINOIS REGIONAL LANDFILL, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

SOUTH TRANS, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

SPRINGFIELD ENVIRONMENTAL, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

SPRINGFIELD ENVIRONMENTAL, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

TRIPLE G LANDFILLS, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

UNITED REFUSE CO., INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

VICTORY ENVIRONMENTAL SERVICES, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

VICTORY WASTE INCORPORATED
By:
Name:  Jeffrey E. Levine
Title: Vice President

WPP CONTINENTAL DE COSTA RICA S.A.
By:
Name:  Jeffrey E. Levine
Title: Vice President

WPP SERVICES, INC.
By:
Name:  Jeffrey E. Levine
Title: Vice President

                                      - 6 -

<PAGE>


ASCO SANITATION, INC.
By:______________________________
Name:  Jeffrey E. Levine
Title: Vice President

GILLIAM TRANSFER, INC.
By:_______________________________
Name:  Jeffrey Levine
Title: Vice President

ANDERSON REFUSE CO INC
By:________________________________
Name:  Jeffrey Levine
Title: Vice President

TERRE HAUTE RECYCLING, INC.
By:_________________________________
Name:  Jeffrey Levine
Title: Vice President

NATIONSWASTE, INC.
By:_________________________________
Name:  Jeffrey Levine
Title: Vice President

NORTHEAST SANITARY LANDFILL, INC.
By:_________________________________
Name:  Jeffrey Levine
Title: Vice President

SCHOFIELD CORPORATION OF ORLANDO
By:_________________________________
Name:  Jeffrey Levine
Title: Vice President

HOLLAND EXCAVATING, INC.
By:_________________________________
Name:  Jeffrey Levine
Title: Vice President



                                      - 7 -

<PAGE>

                                            AGENT:

                                            LASALLE NATIONAL BANK, as Agent

                                            By:
                                            Name:   Mike Foster
                                            Title:  Senior Vice President

                                            Address:  120 South LaSalle Street
                                                      Chicago, Illinois  60603
                             Telephone: 312-904-2791
                             Telecopy: 312-904-8544


                                            LENDERS:

                              LASALLE NATIONAL BANK

120 South LaSalle Street      By:
Chicago, Illinois  60603      Name:   Mike Foster
                              Title:  Senior Vice President
Telephone:  312-904-2791
Telecopy:   312-904-8544

Amount of Commitment:      $23,333,333.34


                              THE FIRST NATIONAL BANK OF BOSTON

100 Federal Street            By:
Boston, MA  02106             Name:
                              Title:
Telephone:  617-434-4295
Telecopy:   617-434-2160

Amount of Commitment:      $23,333,333.33


                              BANK OF AMERICA ILLINOIS

231 South LaSalle Street      By:
Chicago, Illinois  60603      Name:
                              Title:
Telephone:  312-828-8363
Telecopy:   312-828-1974

Amount of Commitment:      $23,333,333.33


                                      -8-