Exhibit 10.3 to 1997 Form 10-K

                                  $250,000,000


                                     364-DAY
                                CREDIT AGREEMENT



                            dated as of April 1, 1997


                                      among


                 THE SERVICEMASTER COMPANY LIMITED PARTNERSHIP,


                                   THE LENDERS


                                       and


                       THE FIRST NATIONAL BANK OF CHICAGO,
                             as Administrative Agent

                                       and

                          MORGAN GUARANTY TRUST COMPANY
                       OF NEW YORK, as Documentation Agent

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

                          J.P. MORGAN SECURITIES INC.,
                                    Arranger

                             BANK OF AMERICA NT & SA
                                       and
                                NATIONSBANK, N.A.
                                  as Co-Agents

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                                TABLE OF CONTENTS

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                                    ARTICLE I

                                   DEFINITIONS

         1.1.          Defined Terms............................................................................  1
         1.2.          Accounting Terms and Determinations...................................................... 20
         1.3.          Rules of Construction.................................................................... 20
         1.4.          Rounding................................................................................. 21



                                   ARTICLE II

                                  THE FACILITY

         2.1.          The Facility............................................................................. 21
                       2.1.1.        Description of Facility.................................................... 21
                       2.1.2.        Availability of Facility; Required Payments................................ 21
         2.2.          Committed Advances....................................................................... 21
                       2.2.1.        Committed Advances......................................................... 21
                       2.2.2.        Types of Committed Advances................................................ 22
                       2.2.3.        Method of Selecting Types and Interest Periods for New Committed
                                     Advances................................................................... 22
                       2.2.4.        Conversion and Continuation of Outstanding Committed Advances.............. 23
         2.3.          Competitive Bid Advances................................................................. 24
                       2.3.1.        Competitive Bid Option; Repayment of Competitive Bid Advances.............. 24
                       2.3.2.        Competitive Bid Quote Request.............................................. 25
                       2.3.3.        Submission and Contents of Competitive Bid Quotes.......................... 25
                       2.3.4.        Acceptance and Notice by the Borrower...................................... 27
                       2.3.5.        Allocation by the Borrower................................................. 27
                       2.3.6.        Notice by the Borrower to the Administrative Agent......................... 28
         2.4.          Facility Fees............................................................................ 28
         2.5.          General Facility Terms................................................................... 28
                       2.5.1.        Method of Borrowing........................................................ 28
                       2.5.2.        Minimum Amount of Each Committed Advance................................... 29
                       2.5.3.        Optional Principal Payments................................................ 29
                       2.5.4.        Interest Periods........................................................... 30
                       2.5.5.        Rate after Maturity........................................................ 30
                       2.5.6.        Interest Payment Dates; Interest Basis..................................... 30
                       2.5.7.        Method of Payment.......................................................... 31
                       2.5.8.        Notes...................................................................... 32
                       2.5.9.        Notification of Advances, Interest Rates and Prepayments................... 32

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                       2.5.10.       Non-Receipt of Funds by the Administrative Agent........................... 32
                       2.5.11.       Cancellation............................................................... 33
                       2.5.12.       Lending Installations...................................................... 33
                       2.5.13.       Currency Equivalents....................................................... 33
                       2.5.14.       Taxes...................................................................... 34
                       2.5.15.       Regulation D Compensation.................................................. 36



                                   ARTICLE III

                             CHANGE IN CIRCUMSTANCES

         3.1.          Yield Protection......................................................................... 37
         3.2.          Changes in Capital Adequacy Regulations.................................................. 38
         3.3.          Availability of Types of Advances........................................................ 39
         3.4.          Funding Indemnification.................................................................. 40
         3.5.          Lender Statements; Limit on Retroactivity; Survival of Indemnity......................... 40
         3.6.          Foreign Subsidiary Costs................................................................. 41
         3.7.          Replacement of Lenders................................................................... 41



                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1.          Initial Advance.......................................................................... 42
         4.2.          Initial Advance to each Eligible Subsidiary.............................................. 44
         4.3.          Each Advance............................................................................. 44



                                    ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         5.1.          Organization and Authority............................................................... 45
         5.2.          Organization and Authority of Subsidiaries............................................... 46
         5.3.          Organization and Authority of Corporate General Partner.................................. 46
         5.4.          Business and Property.................................................................... 46
         5.5.          Financial Statements..................................................................... 47
         5.6.          Full Disclosure.......................................................................... 47
         5.7.          Pending Litigation....................................................................... 47
         5.8.          Loan Documents are Legal, Valid, Binding and Authorized.................................. 48
         5.9.          Governmental Consent..................................................................... 48

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         5.10.         Taxes.................................................................................... 48
         5.11.         Employee Retirement Income Security Act of 1974.......................................... 49
         5.12.         Investment Company Act................................................................... 49
         5.13.         Compliance with Environmental Laws....................................................... 49
         5.14.         Regulations U and X...................................................................... 50



                                   ARTICLE VI

                                    COVENANTS

                       6.1.1.        Information................................................................ 50
                       6.1.2.        Use of Parent Information.................................................. 51
         6.2.          Use of Proceeds.......................................................................... 52
         6.3.          Notice of Default........................................................................ 52
         6.4.          Inspection............................................................................... 52
         6.5.          Legal Existence, Etc..................................................................... 52
         6.6.          Insurance................................................................................ 53
         6.7.          Taxes, Claims for Labor and Materials, Compliance with Laws.............................. 53
         6.8.          Maintenance, Etc......................................................................... 53
         6.9.          Nature of Business....................................................................... 54
         6.10.         Restricted Payments...................................................................... 54
         6.11.         Payment of Dividends by Subsidiaries..................................................... 54
         6.12.         Transactions with Affiliates............................................................. 55
         6.13.         Negative Pledge.......................................................................... 55
         6.14.         Consolidations, Mergers and Sales of Assets.............................................. 57
         6.15.         Leverage Test............................................................................ 58
         6.16.         Subsidiary Debt Limitation............................................................... 58



                                   ARTICLE VII

                                    DEFAULTS

         7.1.           .........................................................................................58
         7.2.           .........................................................................................58
         7.3.           .........................................................................................58
         7.4.           .........................................................................................58
         7.5.           .........................................................................................59
         7.6.           .........................................................................................59
         7.7.           .........................................................................................59
         7.8.           .........................................................................................59
         7.9.           .........................................................................................59
         7.10.          .........................................................................................59
         7.11.          .........................................................................................60
         7.12.          .........................................................................................60
         7.13.          .........................................................................................60

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                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1.          Acceleration............................................................................. 60
         8.2.          Amendments............................................................................... 60
         8.3.          Preservation of Rights................................................................... 61



                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1.          Survival of Representations.............................................................. 62
         9.2.          Headings................................................................................. 62
         9.3.          Entire Agreement......................................................................... 62
         9.4.          Several Obligations...................................................................... 62
         9.5.          Expenses; Indemnification................................................................ 62
         9.6.          Numbers of Documents..................................................................... 63
         9.7.          Severability of Provisions............................................................... 64
         9.8.          Nonliability of Lenders.................................................................. 64
         9.9.          CHOICE OF LAW............................................................................ 64
         9.10.         CONSENT TO JURISDICTION.................................................................. 64
         9.11.         WAIVER OF JURY TRIAL..................................................................... 64
         9.12.         Confidentiality.......................................................................... 65



                                    ARTICLE X

                                   THE AGENTS

         10.1.         Appointment.............................................................................. 65
         10.2.         Powers................................................................................... 65
         10.3.         General Immunity......................................................................... 65
         10.4.         No Responsibility for Loans, Recitals, etc............................................... 66
         10.5.         Action on Instructions of Lenders........................................................ 66
         10.6.         Employment of Agents and Counsel......................................................... 66
         10.7.         Reliance on Documents; Counsel........................................................... 66
         10.8.         Agent's Reimbursement and Indemnification................................................ 67
         10.9.         Rights as a Lender....................................................................... 67
         10.10.        Lender Credit Decision................................................................... 67
         10.11.        Successor Agent.......................................................................... 68
         10.12.        Agents' Fees............................................................................. 68

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                                   ARTICLE XI

                             SETOFF RATABLE PAYMENTS

         11.1.         Setoff................................................................................... 68
         11.2.         Ratable Payments......................................................................... 69



                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1.         Successors and Assigns................................................................... 69
         12.2.         Participations........................................................................... 70
                       12.2.1.       Permitted Participants; Effect............................................. 70
                       12.2.2.       Voting Rights.............................................................. 70
         12.3.         Assignments.............................................................................. 70
                       12.3.1.       Permitted Assignments...................................................... 70
                       12.3.2.       Effect; Effective Date..................................................... 71
         12.4.         Dissemination of Information............................................................. 71
         12.5.         Tax Treatment............................................................................ 72
         12.6.  Increased Costs................................................................................. 72



                                  ARTICLE XIII

                                     NOTICES

         13.1.         Giving Notice............................................................................ 72



                                   ARTICLE XIV

                         REPRESENTATIONS AND WARRANTIES
                            OF ELIGIBLE SUBSIDIARIES

         14.1.         Existence and Power...................................................................... 73
         14.2.         Corporate or Partnership and Governmental Authorization; Contravention................... 73
         14.3.         Binding Effect........................................................................... 73
         14.4.         Taxes.................................................................................... 73

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                                   ARTICLE XV

                                    GUARANTY

         15.1.         The Guaranty............................................................................. 74
         15.2.         Guaranty Unconditional................................................................... 74
         15.3.         Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances.............. 75
         15.4.         Waiver by the Company.................................................................... 75
         15.5.         Subrogation.............................................................................. 75
         15.6.         Stay of Acceleration..................................................................... 75



                                   ARTICLE XVI

                           COUNTERPARTS; EFFECTIVENESS
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PRICING SCHEDULE

Schedule 6.11 Subsidiary Restrictions

Exhibit "A"   Note

Exhibit "B-1" Form of Opinion of Kirkland & Ellis

Exhibit "B-2" Form of Opinion of General Counsel

Exhibit "C"   Form of Competitive Bid Quote Request

Exhibit "D"   Form of Competitive Bid Quote

Exhibit "E"   Form of Assignment Agreement

Exhibit "F"   Form of Loan/Credit Related Money Transfer
                        Instruction

Exhibit "G"   Form of Election to Participate

Exhibit "H"   Form of Election to Terminate

Exhibit "I"   Form of Opinion of Counsel for Eligible
                        Subsidiary

Exhibit "J"   Form of Opinion of Counsel for the Agents

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                                     364-DAY
                                CREDIT AGREEMENT


                  This 364-Day Credit  Agreement,  dated as of April 1, 1997, is
among The  ServiceMaster  Company Limited  Partnership,  the Lenders,  The First
National Bank of Chicago,  as  Administrative  Agent,  and Morgan Guaranty Trust
Company  of New York,  as  Documentation  Agent.  The  parties  hereto  agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

                  1.1.     Defined Terms.  As used in this Agreement:

                  "Absolute Rate" means,  with respect to a Loan made by a given
Lender for the relevant Absolute Rate Interest Period,  the rate of interest per
annum  (rounded to the nearest  1/100 of 1%) offered by such Lender and accepted
by the Borrower pursuant to Section 2.3.4.

                  "Absolute Rate Advance" means a borrowing hereunder consisting
of the aggregate  amount of the several  Absolute Rate Loans made by some or all
of the Lenders to the Borrower at the same time and for the same  Absolute  Rate
Interest Period.

                  "Absolute Rate Auction"  means a  solicitation  of Competitive
Bid Quotes setting forth Absolute Rates pursuant to Section 2.3.

                  "Absolute  Rate  Interest  Period"  means,  with respect to an
Absolute Rate Advance or an Absolute Rate Loan, a period of not less than 7 days
commencing  on a  Business  Day  selected  by  the  Borrower  pursuant  to  this
Agreement. If such Absolute Rate Interest Period would end on a day which is not
a  Business  Day,  such  Absolute  Rate  Interest  Period  shall end on the next
succeeding Business Day.

                  "Absolute  Rate Loan" means a Loan which bears  interest at an
Absolute Rate.

                  "Acquiring  Person"  means any Person  (other than the Parent,
the Surviving Parent and the Surviving  Company) or group of two or more Persons
acting as a partnership, limited partnership,  syndicate, or other group for the
purpose of acquiring,  holding or disposing of Equity  Interests of the Company,
the Surviving  Company,  the Parent or the Surviving  Parent,  together with all
affiliates  and  associates  (as defined in Rule 12b-2 under the  Securities and
Exchange Act of 1934, as amended) of such Person or Persons.

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                  "Administrative  Agent"  means  The  First  National  Bank  of
Chicago in its capacity as contractual  representative  for the Lenders pursuant
to Article X, and not in its individual  capacity as a Lender, and any successor
Administrative Agent appointed pursuant to Article X.

                  "Administrative  Questionnaire"  means,  with  respect to each
Lender,  an   administrative   questionnaire  in  a  form  satisfactory  to  the
Administrative  Agent and submitted to the Administrative  Agent (with a copy to
the Company) duly completed by each Lender.

                  "Advance"  means  a  borrowing  hereunder  consisting  of  the
aggregate  amount of the several Loans made by some or all of the Lenders to the
Borrower  of the  same  Type  (or on the  same  interest  basis  in the  case of
Competitive Bid Advances) and, in the case of Fixed Rate Advances,  for the same
Interest Period and includes a Competitive Bid Advance.
                  "Affected Lender" is defined in Section 3.7.

                  "Affiliate"  means any Person (other than a Subsidiary)  which
directly or indirectly controls, or is controlled by, or is under common control
with,  the  Company.  The term  "control"  means  the  possession,  directly  or
indirectly,  of the power to direct or cause the direction of the management and
policies of a Person,  whether through the ownership of Voting Equity  Interest,
by contract or otherwise.

                  "Agent" means the  Administrative  Agent or the  Documentation
Agent and "Agents" means both of the foregoing.

                  "Aggregate  Commitment" means the aggregate of the Commitments
of all the Lenders hereunder, as reduced from time to time pursuant to the terms
hereof.

                  "Agreement" means this Credit Agreement,  as it may be amended
or modified and in effect from time to time.

                  "Alternate  Base Rate" means,  on any date and with respect to
all Floating Rate  Advances,  a fluctuating  rate of interest per annum equal to
the higher of (i) the Federal Funds  Effective Rate most recently  determined by
the  Administrative  Agent plus 1/2% per annum and (ii) the Corporate Base Rate.
Changes in the rate of interest on each  Floating  Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate. The Administrative

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Agent will give notice  promptly to the  Borrowers and the Lenders of changes in
the Alternate Base Rate,  provided,  however,  that the  Administrative  Agent's
failure to give any such notice will not affect any Borrower's obligation to pay
interest  to the  Lenders  on  Floating  Rate  Advances  at the  then  effective
Alternate Base Rate.

                  "Alternative  Currency" means British Sterling,  German Marks,
French  Francs,  Japanese  Yen,  Dutch  Guilders,  Swedish  Kronor and any other
currency (other than Dollars) which is freely  transferable and convertible into
Dollars in the London  interbank  market  which has been  expressly  approved in
writing as an Alternative Currency for purposes hereof by all Lenders.

                  "Annual Report" is defined in Section 5.4.

                  "Applicable  Margin" means the respective  margin  percentages
for each Committed Fixed Rate Advance  determined in accordance with the Pricing
Schedule.

                  "Approved  Multiple"  means (a) in respect of any borrowing or
prepayment  of a  Floating  Rate  Advance,  $1,000,000  or any  larger  integral
multiple of  $1,000,000,  (b) in the case of any other  Advance  denominated  in
Dollars, $5,000,000 or any larger integral multiple of $1,000,000 and (c) in the
case of any Advance  denominated in an Alternative  Currency,  such multiples of
such  currency as the  Administrative  Agent deems  appropriate  and  reasonably
comparable to a $3,000,000 minimum Dollar Amount.

                  "Article"  means an article of this  Agreement  unless another
document is specifically referenced.

                  "Assessment  Rate" means, for any CD Interest Period,  the net
assessment rate per annum payable to the Federal Deposit  Insurance  Corporation
(or any successor) for the insurance of domestic deposits of the  Administrative
Agent during the calendar year in which the first day of such CD Interest Period
falls,  as  estimated  by the  Administrative  Agent on the first day of such CD
Interest Period.

                  "Board  of  Directors"  prior  to the  Effective  Date  of the
Reorganization means the Board of Directors of the Corporate General Partner and
on or  after  the  Effective  Date of the  Reorganization  means  the  Board  of
Directors of the Company.

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                  "Borrower"  means any Obligor in its capacity as borrower of a
Loan or Advance hereunder, and "Borrowers" means all such borrowers.  References
to "the  Borrower" in relation to any Loan or Advance are to the Borrower  which
has borrowed or which proposes to borrow such Loan or Advance.

          "Borrowing  Date"  means a date on which an  Advance  is made or to be
     made hereunder.

          "British Sterling" means the lawful currency of the United Kingdom.

                  "Business  Day"  means  (i)  with  respect  to any  borrowing,
payment or rate selection of Eurocurrency Committed Advances or Eurocurrency Bid
Rate  Advances,  a day other than Saturday or Sunday on which banks are open for
business  in Chicago  and New York City and on which  dealings  in the  relevant
currency are carried on in the London  interbank  market and, where funds are to
be paid or made available in an Alternative  Currency, on which commercial banks
are open for domestic and  international  business in the place where such funds
are paid or made  available  and (ii) for all other  purposes,  a day other than
Saturday or Sunday on which banks are open for  business in Chicago and New York
City.

                  "CD Interest  Period"  means,  with respect to a Fixed CD Rate
Advance or a Fixed CD Rate Loan,  a period of 30, 60, 90 or 180 days  commencing
on a Business Day selected by the Borrower  pursuant to this Agreement.  If such
CD  Interest  Period  would end on a day which is not a  Business  Day,  such CD
Interest Period shall end on the next succeeding Business Day.

                  "Change of Control" shall be deemed to have occurred:
(a) prior to the Effective Date of the Reorganization, on the date on which:

          (i) the Corporate General Partner ceases to have a Controlling General
         Partnership Interest in both the Company and the Parent; or

             (ii) Voting Stock of the Corporate  General  Partner  sufficient to
         elect at  least a  majority  of its  board of  directors  ceases  to be
         subject to the voting trust arrangement described in the Form 10-K; or

            (iii)  Continuing  Directors  cease to  constitute a majority of the
         board of directors of the Corporate General Partner; or

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             (iv) an Acquiring Person shall have acquired  beneficial  ownership
         (within the meaning of Rule 13d-3 under the Securities  Exchange Act of
         1934, as amended) of more than 30% (or if such Acquiring  Person is WMX
         Technologies,  Inc.  or one of its  subsidiaries,  40%) of the  Limited
         Partnership Interests in the Company or the Parent; and

                  (b)     on and after the Effective Date of the Reorganization,
on the date on which:

                  (i) Continuing Directors cease to constitute a majority of the
         board of directors of the Surviving  Parent or, if the Surviving Parent
         and the  Surviving  Company shall have merged or  consolidated,  of the
         Surviving Company; or

             (ii) the  Surviving  Company  shall cease to be a subsidiary of the
         Surviving Parent (except by reason of a merger or consolidation between
         them or the  liquidation  of the  Surviving  Company into the Surviving
         Parent); or

            (iii) an Acquiring Person shall have acquired  beneficial  ownership
         (within the meaning of Rule 13d-3 under the Securities  Exchange Act of
         1934, as amended) of more than 30% (or if such Acquiring  Person is WMX
         Technologies, Inc. or one of its subsidiaries, 40%) of the Voting Stock
         in the Surviving Company or the Surviving Parent.

For avoidance of doubt, the Reorganization and related transactions described in
the  Proxy  Statement  do not in and of  themselves  give  rise to a  Change  of
Control.

                  "Commitment"  means,  for each Lender,  the  obligation of the
Lender  to make  Loans to the  Borrowers  not  exceeding  the  amount  set forth
opposite  its  signature  below  or as set  forth  in an  applicable  Assignment
Agreement  substantially  in the form of  Exhibit  "E"  hereto  received  by the
Administrative  Agent  under the terms of Section  12.3,  as such  amount may be
modified from time to time pursuant to the terms of this Agreement.

                  "Committed Advance" means a borrowing hereunder  consisting of
the aggregate  amount of the several  Committed Loans made by the Lenders to the
Borrower  at the same  time,  of the same  Type and,  in the case of Fixed  Rate
Advances, for the same Interest Period.

                  "Committed Borrowing Notice" is defined in Section 2.2.3.

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          "Committed  Fixed  Rate  Advance"  means a Fixed CD Rate  Advance or a
     Eurocurrency Committed Advance.

                  "Committed Loan" means a Loan made by a Lender pursuant to
Section 2.2.

                  "Company" means The ServiceMaster Company Limited Partnership,
a  Delaware  limited  partnership  and  its  permitted  successors  and  assigns
including the Surviving  Company  following the assumption of the obligations of
the Company hereunder pursuant to Section 6.14.

                  "Competitive   Bid  Advance"   means  a  borrowing   hereunder
consisting of the aggregate amount of the several  Competitive Bid Loans made by
some or all of the  Lenders  to the  Borrower  at the  same  time,  at the  same
interest basis, and for the same Interest Period.

                 "Competitive Bid Borrowing Notice" is defined in Section 2.3.4.

                  "Competitive Bid Loan" means a Eurocurrency Bid Rate Loan or
an Absolute Rate Loan, as the case may be.

                  "Competitive  Bid Margin"  means the margin above or below the
applicable  Eurocurrency  Base Rate  offered for a  Eurocurrency  Bid Rate Loan,
expressed  as a percentage  (rounded to the nearest  1/100 of 1%) to be added or
subtracted from such Eurocurrency Base Rate.

                  "Competitive   Bid  Quote"  means  a  Competitive   Bid  Quote
substantially  in the form of Exhibit "D" hereto  completed  and  delivered by a
Lender to the Borrower in accordance with Section 2.3.3.

                  "Competitive  Bid Quote Request" means a Competitive Bid Quote
Request  substantially in the form of Exhibit "C" hereto completed and delivered
by the Borrower in accordance with Section 2.3.3.

                  "Consolidated  Debt" means at any date,  without  duplication,
the Debt of the  Company  and its  Consolidated  Subsidiaries,  determined  on a
consolidated basis as of such date.

                  "Consolidated  EBIT"  means,  for any fiscal  period,  without
duplication,  Consolidated  Net  Income  for such  period  plus,  to the  extent
deducted in determining  Consolidated Net Income for such period,  the aggregate
amount of (i) Consolidated Interest Expense and (ii) income tax expense.

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                  "Consolidated  EBITDA" means,  for any fiscal period,  without
duplication,  Consolidated  EBIT for such period plus to the extent  deducted in
determining  Consolidated  Net Income for such period,  the aggregate  amount of
depreciation  and  amortization.  In the event of a purchase by the Company or a
Consolidated  Subsidiary of all or any portion of the minority interest in SMCS,
Consolidated EBITDA for any period of four consecutive fiscal quarters ending on
or after the date of such  purchase and prior to the first  anniversary  thereof
shall be  determined  as if such purchase had been made on the first day of such
four-quarter period.

                  "Consolidated  Interest Expense" means, for any fiscal period,
without  duplication,  the interest  expense of the Company and its Consolidated
Subsidiaries  plus  dividends  accrued on  preferred  stock of the  Company or a
Consolidated Subsidiary which constitutes Debt, all determined on a consolidated
basis for such period.

                  "Consolidated  Net  Income"  means,  for  any  fiscal  period,
without  duplication,  the  net  income  of the  Company  and  its  Consolidated
Subsidiaries  (before dividends on preferred stock of the Company) determined on
a  consolidated  basis  for such  period,  exclusive  of the  effect  of (i) any
extraordinary or other unusual gain and (ii) any  extraordinary or other unusual
losses,  write-offs or write-downs to the extent that such losses, write-offs or
write-downs  do not  represent  a cash  expenditure  in such period and will not
represent a cash expenditure in any future period.
                  "Consolidated  Subsidiary" means at any date any Subsidiary or
other entity which would be  consolidated  with the Company in its  consolidated
financial  statements  if such  statements  were  prepared  as of  such  date in
accordance with GAAP.

                  "Continuing  Director"  means (i) a director of the  Corporate
General  Partner at the date of this  Agreement and (ii) an individual who after
the date of this Agreement  becomes a director of the Corporate  General Partner
(including any successor Corporate General Partner) or, after the Effective Date
of the  Reorganization,  of the Company and/or the Parent (x) in connection with
the death,  disability or retirement of an incumbent  director,  or otherwise in
the ordinary course of the affairs of the corporation and (y) whose election was
effected or recommended by a majority of the Continuing Directors then in office
(or by a  nominating  committee  appointed  by  such a  majority  of  Continuing
Directors). For avoidance of doubt, the foregoing definition contemplates that

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the same individuals would successively  constitute the Continuing  Directors of
the Corporate General Partner, any successor Corporate General Partner and, upon
consummation of the  Reorganization,  the Parent and/or the Company,  subject to
normal turnover.

                  "Controlling   General  Partner   Interest"  means  a  General
Partnership  Interest  which  permits  the  owner  of such  General  Partnership
Interest  to  direct  the  management  of a  general  partnership  or a  limited
partnership.

                  "Conversion/Continuation Notice" is defined in Section 2.2.4.

                  "Corporate  Base  Rate"  means a rate per  annum  equal to the
corporate base rate of interest announced by the Administrative  Agent from time
to time, changing when and as said corporate base rate changes.

                  "Corporate  General  Partner" means  ServiceMaster  Management
Corporation, a Delaware corporation, and its successors.

                  "Debt" of any Person means at any date,  without  duplication,
(i) all obligations of such Person for borrowed  money,  (ii) all obligations of
such Person evidenced by bonds, debentures,  notes or other similar instruments,
(iii) all  obligations  of such  Person to pay the  deferred  purchase  price of
property or services,  except trade accounts payable or accrued expenses arising
in the  ordinary  course of  business,  (iv) all  obligations  of such Person as
lessee  which are  capitalized  in  accordance  with GAAP,  (v) all  obligations
(absolute or  contingent)  of such Person to reimburse  any bank or other Person
issuing a letter  of credit or  similar  instrument,  (vi) any  preferred  stock
issued by such Person which is redeemable  otherwise  than at the sole option of
such Person for consideration other than Equity Interests in such Person, in the
Company or in the Parent,  (vii) all Debt secured by a Lien on any asset of such
Person,  whether or not such Debt is otherwise an obligation of such Person, and
(viii) all Guaranties by such Person of Debt of others.

                  "Debt  Limit"  means,   at  any  date,   the  product  of  (a)
Consolidated EBITDA for the period of four consecutive fiscal quarters ending at
the date of the  balance  sheet  most  recently  delivered  (or  required  to be
delivered)  on or prior to such date  pursuant to Section 5.5 or 6.1 and (b) the
applicable Leverage Factor.

                  "Default" means an event described in Article VII.

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                  "Derivatives  Obligations" of any Person means all obligations
of such Person in respect of any rate swap transaction, basis swap, forward rate
transaction,  commodity  swap,  commodity  option,  equity or equity index swap,
equity or equity index  option,  bond  option,  interest  rate  option,  foreign
exchange transaction,  cap transaction,  floor transaction,  collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar  transaction  (including  any option with respect to any of
the foregoing  transactions)  or any combination of the foregoing  transactions.
Any  determination  of the amount of Derivatives  Obligations  owing at any time
shall be calculated  net of offsets  available at such time under any applicable
netting agreement.

                  "Disclosure Documents" is defined in Section 5.4.

                  "Documentation  Agent"  means  Morgan,  in its capacity as the
contractual  representative for all of the Banks for purposes of this Agreement,
as designated and appointed in accordance with Article X, any successor  thereto
as provided herein.

                  "Dollar   Amount"   means  (i)  in  relation  to  any  Advance
denominated  in Dollars,  the  aggregate  principal  amount  thereof and (ii) in
relation to any Advance denominated in an Alternative  Currency,  the equivalent
amount  thereof in Dollars  determined by the  Administrative  Agent pursuant to
Section 2.5.13.  The Dollar Amount of any Advance  denominated in an Alternative
Currency at any date is the Dollar Amount thereof determined as of such date or,
if no Dollar Amount is  determined  as of such date in  accordance  with Section
2.5.13,  then  determined  as of the then  most  recent  date for  which  such a
determination has been made. Each Advance denominated in an Alternative Currency
shall be deemed a  utilization  of the  Commitments  in an  amount  equal to the
Dollar Amount thereof.

                  "Dollars" and the sign "$" mean the lawful currency of the
United States of America.

                  "D&P" means Duff & Phelps, Inc.

                  "Dutch Gilders" means the lawful currency of The Netherlands.

                  "Effective  Date of the  Reorganization"  means  the date upon
which the Reorganization shall be effective.

                  "Election  to  Participate"  means an Election to  Participate
substantially in the form of Exhibit "G" hereto.

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                  "Election  to  Terminate"   means  an  Election  to  Terminate
substantially in the form of Exhibit "H" hereto.

                  "Eligible  Subsidiary"  means any Subsidiary of the Company as
to which an Election to Participate  shall have been delivered to the Agents and
as to which an  Election  to  Terminate  shall  not have been  delivered  to the
Agents.  Each such Election to  Participate  and Election to Terminate  shall be
duly executed on behalf of such  Subsidiary and the Company.  The delivery of an
Election to Terminate  with respect to an Eligible  Subsidiary  shall not affect
any  obligation  of  such  Eligible   Subsidiary   theretofore   incurred.   The
Administrative Agent shall promptly give notice to the Lenders of the receipt of
any Election to Participate or Election to Terminate.

                  "Equity  Interest" means, in the case of a corporation,  stock
of any  class,  and in the case of a  partnership  or a limited  partnership,  a
General Partnership Interest or Limited Partnership Interest, but excluding
preferred stock which constitutes Debt.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended from time to time, and the regulations  promulgated and rulings
issued thereunder.

                  "Eurocurrency Auction" means a solicitation of Competitive Bid
Quotes setting forth Competitive Bid Margins pursuant to Section 2.3.

                  "Eurocurrency Base Rate" means, with respect to a Eurocurrency
Committed  Advance,  a  Eurocurrency  Committed  Loan, a  Eurocurrency  Bid Rate
Advance or a Eurocurrency Bid Rate Loan for the relevant  Eurocurrency  Interest
Period,  the  average of the  respective  rates per annum at which  deposits  in
Dollars or, in the case of any  Eurocurrency  Loan denominated in an Alternative
Currency, the relevant Alternative Currency are offered to each of the Reference
Banks in the London interbank  market at approximately  11:00 a.m. (London time)
two  Business  Days  before the first day of such  Interest  Period in an amount
approximately  equal to the principal  amount of the Loan of such Reference Bank
to which such Interest Period is to apply and for a period of time comparable to
such Interest Period (or, in the case of a Competitive  Bid Advance,  the amount
which  would  have been the  amount of the Loan of such  Reference  Bank if such
Advance were a Committed Advance).

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                  "Eurocurrency  Bid Rate" means, with respect to a Loan made by
a given Lender for the relevant Eurocurrency Interest Period, the sum of (i) the
Eurocurrency  Base Rate and (ii) the  Competitive  Bid  Margin  offered  by such
Lender and accepted by the Borrower pursuant to Section 2.3.4(i).

          "Eurocurrency  Bid Rate Advance" means a Competitive Bid Advance which
     bears interest at a Eurocurrency Bid Rate.

          "Eurocurrency  Bid Rate Loan" means a Competitive Bid Loan which bears
     interest at a Eurocurrency Bid Rate.

                  "Eurocurrency  Committed Advance" means an Advance which bears
interest at a Eurocurrency  Rate  requested by the Borrower  pursuant to Section
2.2.

                  "Eurocurrency   Committed  Loan"  means  a  Loan  which  bears
interest at a Eurocurrency  Rate  requested by the Borrower  pursuant to Section
2.2.

                  "Eurocurrency  Interest  Period"  means,  with  respect  to  a
Eurocurrency  Committed Advance,  a Eurocurrency  Committed Loan, a Eurocurrency
Bid Rate Advance or a Eurocurrency Bid Rate Loan, a period of one, two, three or
six months  commencing  on a Business Day  selected by the Borrower  pursuant to
this  Agreement.  Such  Eurocurrency  Interest Period shall end on the day which
corresponds  numerically  to such date of  commencement  one, two,  three or six
months thereafter,  provided,  however, that any such period which 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 period)
shall  end on the last  Business  Day of a  calendar  month.  If a  Eurocurrency
Interest  Period would  otherwise end on a day which is not a Business Day, such
Eurocurrency  Interest  Period shall end on the next  succeeding  Business  Day,
provided,  however,  that if such next  succeeding  Business  Day falls in a new
month, such Eurocurrency  Interest Period shall end on the immediately preceding
Business Day.

                  "Eurocurrency Loan" means a Eurocurrency Committed Loan or a 
Eurocurrency Bid Rate Loan, as applicable.

                  "Eurocurrency  Rate"  means,  with  respect to a  Eurocurrency
Committed Advance or a Eurocurrency Committed Loan for the relevant Eurocurrency
Interest Period,  the sum of (a) the  Eurocurrency  Base Rate applicable to such
Eurocurrency Interest Period plus (b) the Applicable Margin.

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                  "Federal  Funds  Effective  Rate"  means,  for any  period,  a
fluctuating interest rate per annum equal for each day during such period to (i)
the weighted average of the rates on overnight  federal funds  transactions with
members of the Federal  Reserve  System  arranged by federal funds  brokers,  as
published for such day (or, if such day is not a Business Day, for the preceding
Business  Day) by the Federal  Reserve Bank of New York; or (ii) if such rate is
not so  published  for any day  which is a  Business  Day,  the  average  of the
quotations  at  approximately  10:00  a.m.  (Chicago  time) for such day on such
transactions  received  by the  Administrative  Agent from three  federal  funds
brokers of recognized standing selected by the Administrative Agent.

                  "Financial Officers" means with respect to the Company and any
Eligible  Subsidiary,  prior to the Effective  Date of the  Reorganization,  the
Chief  Financial  Officer or  Treasurer  of the  Corporate  General  Partner and
subsequent  to the Effective  Date of the  Reorganization,  the Chief  Financial
Officer or Treasurer of the Company.

                  "First  Chicago"  means The First  National Bank of Chicago in
its  individual  capacity,   and  its  successors  and  assigns  (by  merger  or
otherwise).

                  "5-Year  Agreement" means the 5-Year Credit Agreement dated as
of April 1, 1997 among the Company,  the Lenders listed therein,  First Chicago,
as Administrative Agent and Morgan, as Documentation Agent.

                  "Fixed CD Base Rate"  means,  with  respect to a Fixed CD Rate
Advance or a Fixed CD Rate Loan for the  relevant CD Interest  Period,  the rate
determined by the Administrative Agent to be the arithmetic average of the rates
reported to the Administrative Agent as the prevailing bid rate for the purchase
at face value at or before 10:00 a.m. (Chicago time) on the first day of such CD
Interest  Period by three  certificate of deposit dealers in New York or Chicago
of recognized  standing selected by the Administrative  Agent of certificates of
deposit  of each  Reference  Bank in the  approximate  amount of such  Reference
Bank's relevant Fixed CD Rate Loan and having a maturity  approximately equal to
such CD Interest Period.

                  "Fixed CD Rate" means, with respect to a Fixed CD Rate Advance
or Fixed CD Rate Loan for the  relevant  CD  Interest  Period,  a rate per annum
equal to the sum of (i) the quotient of (a) the Fixed CD Base Rate applicable to
that CD  Interest  Period,  divided  by (b) one  minus the  Reserve  Requirement
(expressed as a decimal)  applicable to that CD Interest  Period,  plus (ii) the
Assessment Rate applicable to that CD Interest Period, plus (iii) the Applicable
Margin.

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                  "Fixed CD Rate Advance"  means an Advance which bears interest
at a Fixed CD Rate.

                  "Fixed CD Rate Loan"  means a Loan which  bears  interest at a
Fixed CD Rate.

          "Fixed  Rate"  means the Fixed CD Rate,  the  Eurocurrency  Rate,  the
     Eurocurrency Bid Rate or the Absolute Rate.

                  "Fixed Rate Advance"  means an Advance which bears interest at
a Fixed Rate.

                  "Fixed Rate Loan" means a Loan which bears interest at a Fixed
Rate.

          "Floating  Rate"  means,  for any day,  a rate per annum  equal to the
     Alternate Base Rate.

                  "Floating  Rate Advance" means an Advance which bears interest
at the Floating Rate.

                  "Floating  Rate Loan" means a Loan which bears interest at the
Floating Rate.

                  "Form 10-K" is defined in Section 5.4.

                  "French Francs" means the lawful currency of France.

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

                  "General Partnership Interest" means the interest of a general
partner in a general  partnership  and the  interest  of a general  partner in a
limited partnership.

                  "German Marks" means the lawful currency of Germany.

                  "Guaranties" by any Person means all  obligations  (other than
endorsements  in the ordinary  course of business of negotiable  instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Debt of any other Person (the "primary obligor") in any manner, whether directly
or indirectly,  including,  without limitation, all obligations incurred through
an agreement, contingent or otherwise, by such Person: (i) to purchase such Debt
or any property or assets constituting security therefor, (ii) to advance or

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supply  funds (x) for the  purchase  or payment of such  Debt,  (y) to  maintain
income, working capital or other balance sheet condition or otherwise to advance
or make  available  funds for the purchase or payment of such Debt,  or (iii) to
lease property or to purchase Securities or other property or services primarily
for the purpose of assuring the owner of such Debt of the ability of the primary
obligor to make  payment of the Debt,  or (iv)  otherwise to assure the owner of
the  Debt of the  primary  obligor  against  loss in  respect  thereof.  For the
purposes of all computations made under this Agreement, a Guaranty in respect of
any Debt shall be deemed to be Debt equal to the  principal  amount of such Debt
which has been guaranteed.

                  "Interest Period" means a CD Interest Period, a Eurocurrency
Interest Period or an Absolute Rate Interest Period.

                  "Japanese Yen" means the lawful currency of Japan.

                  "Lenders"  means  the  financial  institutions  listed  on the
signature pages of this Agreement and their respective successors and assigns.

                  "Lending Installation" means any office, branch, subsidiary or
affiliate of any Lender or the Administrative Agent.

                  "Leverage  Factor"  means,  with respect to any period of four
consecutive fiscal quarters, if such period ends (a) prior to the fiscal quarter
in which the Effective  Date of the  Reorganization  occurs,  4.25, (b) with the
fiscal quarter in which the Effective Date of the Reorganization  occurs,  4.25,
(c) with the fiscal  quarter  immediately  following the fiscal quarter in which
the  Effective  Date of the  Reorganization  occurs,  4.05,  (d) with the second
fiscal  quarter  following  the fiscal  quarter in which the  Effective  Date of
Reorganization occurs, 3.825 and (e) with any fiscal quarter thereafter, 3.6.

                  "Lien" means,  with respect to any asset, any mortgage,  lien,
pledge, charge,  security interest or encumbrance of any kind in respect of such
asset. For the purpose of this Agreement, the Company or any Subsidiary shall be
deemed to own  subject  to a Lien (i) any asset  that it has  acquired  or holds
subject  to the  interest  of a vendor or  lessor  under  any  conditional  sale
agreement  or other  title  retention  agreement  relating  to such asset or any
capital lease or (ii) any account receivable transferred by it with recourse for
collectibility  (including  any such  transfer  subject to a holdback or similar
arrangement  which  effectively  imposes  the  risk of  collectibility  upon the
transferor).

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                  "Limited Partnership Interest" means the interest of a limited
partner in a limited partnership.

                  "Loan" means, with respect to a Lender, such Lender's portion,
if any, of any Advance.

                  "Loan  Documents"  means  this  Agreement,  the Notes and each
Election to Participate and Election to Terminate.

                  "Material  Adverse Effect" means (i) a material adverse effect
on the properties,  business,  operations or financial  condition of the Company
and its  Subsidiaries  taken as a whole,  (ii) a material  adverse effect on the
ability of the Company to perform its  obligations  under the Loan  Documents or
(iii) any material  impairment  of the rights and remedies of the Agents and the
Lenders against the Obligors under the Loan Documents.

                  "Material  Commitment"  means a legally binding  commitment by
one or more  banks or other  financial  institutions  to  extend  credit  to the
Company and/or its  Subsidiaries  in an aggregate  amount of $25,000,000 or more
pursuant to a written agreement signed by the Company or a Subsidiary.

                  "Material  Subsidiary"  means (i) any Eligible  Subsidiary and
(ii) any other Subsidiary which has consolidated  assets or consolidated  annual
revenues of more than $10,000,000.

                  "Maturity Date" means the Termination  Date;  provided that if
the Company shall have given notice to the Administrative Agent not less than 30
days prior to the  Termination  Date electing  that this proviso be  applicable,
then the  Maturity  Date in respect of all  Committed  Advances  denominated  in
Dollars  (but  not  in  respect  of any  Committed  Advances  denominated  in an
Alternative  Currency  or any  Competitive  Bid  Advances)  shall  be the  first
anniversary of the  Termination  Date (or if such day is not a Business Day, the
next preceding  Business Day). The  Administrative  Agent shall promptly  notify
each Lender of any such notice received by it.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Morgan"  means Morgan  Guaranty  Trust Company of New York in
its individual capacity, and its successors and assigns.

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<PAGE>
                  "Note" means a promissory  note in  substantially  the form of
Exhibit "A" hereto,  duly executed and delivered to the  Documentation  Agent by
the  Borrower  for the  account  of a Lender  and  payable  to the order of such
Lender,  including any amendment,  modification,  renewal or replacement of such
promissory note.

                  "Obligations"  means all unpaid  principal  of and accrued and
unpaid  interest  on the  Notes,  all  accrued  and  unpaid  fees and all  other
reimbursements,  indemnities or other  obligations of the Obligors to any Lender
or Agent arising under the Loan Documents.

                  "Obligor" means the Company or any Eligible Subsidiary, and
"Obligors" means all of them.

                  "Parent"  means  The  ServiceMaster  Limited  Partnership,   a
Delaware  limited  partnership,  and its  successors,  including  any  corporate
successor resulting from the Reorganization.

                  "Partnership Interest" means Limited Partnership Interests and
General Partnership Interests.

                  "Payment Date" means the fifteenth day of each March, June,
September, and December.

                  "Person" means any  corporation,  limited  liability  company,
natural  person,  firm,  joint  venture,   partnership,   trust,  unincorporated
organization,  enterprise,  government  or  any  department  or  agency  of  any
government.

                  "Plans" is defined in Section 5.11.

                  "Pricing Level" is defined in the Pricing Schedule.

                  "Pricing Schedule" means the Schedule hereto entitled "Pricing
Schedule".

                  "Proxy Statement" means the Proxy  Statement/Prospectus  dated
December 11, 1991 of the Parent.

                  "Reference Banks" means Bank of America NT & SA,  NationsBank,
N.A.,  First  Chicago  and  Morgan.  If any such  Reference  Bank ceases to be a
Lender,  the  Company  and  the  Agents  shall  designate  another  Lender  as a
replacement Reference Bank.

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<PAGE>
                  "Regulation D" means Regulation D of the Board of Governors of
the Federal  Reserve  System  from time to time in effect and shall  include any
successor  or other  regulation  or  official  interpretation  of said  Board of
Governors  relating to reserve  requirements  applicable  to member banks of the
Federal Reserve System.

                  "Regulations  U and X" means  Regulations U and X of the Board
of Governors of the Federal Reserve System from time to time in effect and shall
include any successor or other regulations or official  interpretations  of said
Board of Governors  relating to the extension of credit by banks for the purpose
of purchasing or carrying margin stock applicable to member banks of the Federal
Reserve System.

                  "Reorganization"   means  the  change  in  the  organizational
structure  of the  ServiceMaster  enterprise  substantially  as described in the
Proxy Statement.

                  "Replacement Lender" is defined in Section 3.7.

                  "Required  Lenders"  means Lenders in the aggregate  having at
least 66-2/3% of the Aggregate  Commitment  or, if the Aggregate  Commitment has
been  terminated,  Lenders  in the  aggregate  holding  at least  66-2/3% of the
aggregate unpaid principal amount of the outstanding Advances.

                  "Reserve  Requirement"  means,  with respect to a Eurocurrency
Interest  Period  or  a  CD  Interest  Period,  the  maximum  aggregate  reserve
requirement  (including all basic,  supplemental,  marginal and other  reserves)
which is  imposed  under  Regulation  D on new  non-personal  time  deposits  of
$100,000 or more with a maturity equal to that of the CD Interest Period (in the
case of  Fixed CD Rate  Advances  or Fixed  CD Rate  Loans)  or on  Eurocurrency
liabilities  (in the case of  Eurocurrency  Committed  Advances or  Eurocurrency
Committed Loans). The Reserve Requirement shall be adjusted automatically on and
as of the effective date of any change in the applicable reserve requirement.

                  "Restricted Payments" means, without duplication:

                           (a) the  declaration or payment by the Company of any
                  dividends or distributions, either in cash or property, on any
                  Equity  Interest of the  Company  (except  dividends  or other
                  distributions  to the  extent  payable  solely in  Partnership
                  Interests of the Company or capital stock of the Company);

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                           (b)  the   purchase,   acquisition,   redemption   or
                  retirement by the Company  directly or indirectly,  or through
                  any  Subsidiary,  of any Equity Interest of the Company or the
                  Parent or any  warrants,  rights or  options  to  purchase  or
                  acquire any Equity Interest of the Company or the Parent; and

                           (c) to the extent not  included  in clause (a) or (b)
                  above,  any other  payment  or  distribution  by the  Company,
                  either  directly or indirectly or through any  Subsidiary,  in
                  respect of any Equity Interest of the Company or the Parent.

                  "SMCS"   means   ServiceMaster   Consumer   Services   Limited
Partnership, a Delaware limited partnership.

                  "SMMS"  means   ServiceMaster   Management   Services  Limited
Partnership, a Delaware limited partnership.

                  "Section" means a numbered  section of this Agreement,  unless
another document is specifically referenced.

                  "Security" shall have the same meaning as in Section (2)(1) of
the Securities Act of 1933, as amended.

                  "S&P" means Standard & Poor's Ratings Group.

                  The  term  "subsidiary"  means,  as to any  particular  parent
business entity, any business entity of which such parent business entity and/or
one or more business  entities which are themselves  subsidiaries of such parent
business entity,  (i) in the case of any  corporation,  own more than 50% of the
Voting Stock, or (ii) in the case of any  partnership  other than SMCS and SMMS,
own a Controlling General Partnership Interest and, if any such partnership is a
limited  partnership,  own more than 50% of the  Limited  Partnership  Interest;
provided,  however, SMCS and SMMS shall be deemed subsidiaries of the Company so
long as (i) prior to the Effective Date of the  Reorganization  the  Controlling
General Partnership Interest shall be owned by the Corporate General Partner and
(ii) the Company owns more than 50% of the Partnership Interests therein.

                  The term "Subsidiary" means a subsidiary of the Company.

                  "Surviving   Company"  means  ServiceMaster   Corporation,   a
Delaware  corporation,  which  as  part  of  the  Reorganization,   shall  be  a
wholly-owned Subsidiary of the Surviving Parent, and its successors.  As part of
the  Reorganization  the  Parent and the  Company  will be  liquidated  into the
Surviving  Company and the Surviving  Company will assume the obligations of the
Company under the Loan Documents pursuant to Section 6.14.

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<PAGE>
                  "Surviving  Parent"  means   ServiceMaster   Incorporated,   a
Delaware  corporation,  which shall own 100% of the outstanding  Voting Stock of
the  Company  following  the  consummation  of  the   Reorganization,   and  its
successors.  The  Surviving  Company  and the  Surviving  Parent  may  merge  or
consolidate  as part of or  following  the  Reorganization,  in  which  case the
resulting or surviving  entity  shall be the  Surviving  Company for purposes of
this  Agreement,  or the  Surviving  Company may  liquidate  into the  Surviving
Parent,  in which case the  Surviving  Parent shall become and be the  Surviving
Company, all in accordance with Section 6.14.

                  "Swedish Kronor" means the lawful currency of the Kingdom of
Sweden.

                  "Termination   Date"   means  March  31,   1998,   unless  the
Commitments are earlier terminated pursuant to the terms hereof.

                  "Transferee" is defined in Section 12.4.

                  "Type" means, with respect to any Loan or Advance,  its nature
as a Floating Rate Advance or Loan, Fixed CD Rate Advance or Loan,  Eurocurrency
Committed  Advance  or Loan in a  particular  currency,  Eurocurrency  Bid  Rate
Advance or Loan in a particular currency or Absolute Rate Advance or Loan.

                  "Unmatured Default" means an event which, but for the lapse of
time or the giving of notice, or both, would constitute a Default.

                  "Voting Equity Interest" means Voting Stock and General
Partnership Interests.

                  "Voting Stock" means  Securities of any class or classes,  the
holders of which are ordinarily,  in the absence of  contingencies,  entitled to
elect a majority  of the  corporate  directors  (or Persons  performing  similar
functions).

                  "WMX Repurchase" is defined in Section 6.2.

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<PAGE>
                  The foregoing  definitions shall be equally applicable to both
the singular and plural forms of the defined terms.

                  1.2.  Accounting  Terms and  Determinations.  Unless otherwise
specified  herein,  all accounting  terms used herein shall be interpreted,  all
accounting  determinations hereunder shall be made, and all financial statements
required to be delivered  hereunder  shall be prepared in accordance  with GAAP,
applied on a basis consistent  (except for changes  concurred in by the Parent's
independent  public  accountants)  with the  most  recent  audited  consolidated
financial statements of the Parent and its Consolidated  Subsidiaries  delivered
to the Banks;  provided that, if the Company  notifies the  Documentation  Agent
that the Company  wishes to amend any  covenant in Article VI to  eliminate  the
fact of any  change  in  GAAP  on the  operation  of  such  covenant  (or if the
Documentation Agent notifies the Company that the Required Lenders wish to amend
Article VI for such purpose),  then the Company's  compliance with such covenant
shall be  determined  on the  basis of GAAP in  effect  immediately  before  the
relevant change in GAAP became effective,  until either such notice is withdrawn
or such  covenant  is amended in a manner  satisfactory  to the  Company and the
Required Lenders.

                  1.3. Rules of Construction.  Any reference contained in any of
the Loan  Documents to "knowledge" or "awareness" of the Company or any Eligible
Subsidiary  shall be deemed limited to the  "knowledge" or "awareness" of one or
more Financial Officers.

                  1.4.  Rounding.  All  determinations  of rates per annum under
this Agreement shall be rounded to the nearest 1/100th of 1% (with 0.0050% being
rounded upward to 0.01%).

                                   ARTICLE II

                                  THE FACILITY

                  2.1.          The Facility.

                  2.1.1.  Description  of  Facility.  The  Lenders  grant to the
Borrowers a revolving credit facility  pursuant to which, and upon the terms and
subject to the conditions herein set out:

                  (i) each Lender  severally  agrees to make Committed  Loans in
         Dollars or (in the case of Eurocurrency Committed Loans) in Alternative
         Currencies to the Borrowers in accordance with Section 2.2;

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             (ii) each  Lender may,  in its sole  discretion,  make bids to make
         Competitive  Bid Loans in Dollars or (in the case of  Eurocurrency  Bid
         Rate Loans) in  Alternative  Currencies  to the Borrowers in accordance
         with Section 2.3; and

            (iii) in no event may the sum of the aggregate  Dollar Amount of all
         outstanding  Advances to all  Borrowers  (including  both the Committed
         Advances  and  the  Competitive  Bid  Advances)  exceed  the  Aggregate
         Commitment.

                  2.1.2. Availability of Facility; Required Payments. Subject to
the terms and conditions set forth in this Agreement,  the facility is available
from the date of this Agreement to the  Termination  Date, and the Borrowers may
borrow,  repay and  reborrow  at any time  prior to the  Termination  Date.  The
Commitments  to lend  hereunder  shall  expire at the close of  business  on the
Termination  Date.  All  outstanding  Advances and all other unpaid  Obligations
shall be paid in full on the Maturity Date.

                  2.2.          Committed Advances.

                  2.2.1. Committed Advances. From and including the date of this
Agreement and to and  including  the  Termination  Date,  each Lender  severally
agrees,  on the  terms  and  conditions  set  forth in this  Agreement,  to make
Committed  Loans to the  Borrowers  from time to time in Dollar  Amounts  not to
exceed in the aggregate at any one time  outstanding to all Borrowers the amount
of such Lender's  Commitment.  Each Committed Advance hereunder shall consist of
borrowings made from the several Lenders ratably in proportion to the ratio that
their  respective  Commitments bear to the Aggregate  Commitment.  The Committed
Advances  shall be evidenced by the Notes and shall be repaid as provided by the
terms of Section 2.1.2.
                  2.2.2. Types of Committed Advances. The Committed Advances may
be Floating  Rate  Advances,  Fixed CD Rate Advances or  Eurocurrency  Committed
Advances, or a combination thereof,  selected by the Borrower in accordance with
Sections 2.2.3 and 2.2.4.

                  2.2.3.  Method of Selecting Types and Interest Periods for New
Committed  Advances.  The Borrower  shall select the Type of Advance and, in the
case  of each  Fixed  Rate  Advance,  the  Interest  Period  applicable  to each
Committed Advance from time to time. The Borrower shall give the  Administrative
Agent notice (a "Committed Borrowing Notice") not later than 10:00 a.m. (Chicago

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time) on the Borrowing  Date of each  Floating  Rate Advance,  two Business Days
before the  Borrowing  Date of each Fixed CD Rate Advance,  three  Business Days
before the Borrowing Date for each Eurocurrency Committed Advance denominated in
Dollars and five Business Days before the Borrowing  Date for each  Eurocurrency
Committed Advance denominated in an Alternative  Currency. A Committed Borrowing
Notice shall specify:

             (i)  the Borrowing Date, which shall be a Business Day, of such
Committed Advance;

            (ii) the aggregate principal amount of such Committed Advance;

           (iii) the Type of Committed Advance selected (including,  in the case
         of a Eurocurrency Committed Advance, the currency in which such Advance
         is to be denominated; and

            (iv) in the case of each Committed Fixed Rate Advance,  the Interest
         Period applicable thereto (which may not end after the Maturity Date).

Subject to Section 3.3, each Committed Borrowing Notice shall be irrevocable.

                  2.2.4.  Conversion and  Continuation of Outstanding  Committed
Advances. Floating Rate Advances shall continue as Floating Rate Advances unless
and until such  Floating Rate  Advances are either  prepaid in  accordance  with
Section 2.5.3 or converted  into  Committed  Fixed Rate Advances  denominated in
Dollars.  Unless sooner prepaid in accordance with Section 2.5.3 or converted in
accordance  with this  Section,  each  Committed  Fixed Rate Advance of any Type
shall  continue  as a Fixed Rate  Advance of such Type until the end of the then
applicable  Interest  Period  therefor,  at which  time (x) if such  Fixed  Rate
Advance is a Committed Fixed Rate Advance  denominated in Dollars such Committed
Fixed Rate Advance shall be automatically converted into a Floating Rate Advance
unless the Borrower shall have given the Administrative Agent a timely notice of
prepayment thereof pursuant to Section 2.5.3 or a timely Conversion/Continuation
Notice requesting that, at the end of such Interest Period, such Committed Fixed
Rate Advance either  continue as a Committed Fixed Rate Advance of such Type for
the same or another  Interest  Period or be converted into an Advance of another
Type denominated in Dollars and (y) subject to Section 2.5.13(b),  if such Fixed
Rate Advance is a Committed Fixed Rate Advance denominated in an Alternative

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Currency,  such Committed Fixed Rate Advance shall be automatically continued as
a  Committed  Fixed  Rate  Advance  in  the  same  Alternative  Currency  for an
additional  Interest  Period of one month,  unless the Borrower shall have given
the  Administrative  Agent a timely  notice of  prepayment  thereof  pursuant to
Section 2.5.3 or a timely Continuation Notice requesting that at the end of such
Interest Period such Committed Fixed Rate Advance  continue as a Committed Fixed
Rate Advance for another Interest Period. If the  Administrative  Agent does not
receive such timely notice of prepayment or Continuation Notice, it shall notify
the Lenders to such effect on the date such notice is due.  Subject to the terms
of Section 2.5.2, the Borrower may elect from time to time to convert all or any
part of a Committed  Advance of any Type  denominated  in Dollars into any other
Type or Types of Committed  Advances  denominated in Dollars;  provided that any
conversion  of any  Committed  Fixed Rate Advance on any day other than the last
day of the Interest Period  applicable  thereto shall be subject to Section 3.4.
The    Borrower    shall    give   the    Administrative    Agent    notice   (a
"Conversion/Continuation  Notice") of each conversion of a Committed  Advance or
continuation  of a  Committed  Fixed  Rate  Advance  not later  than  10:00 a.m.
(Chicago time) on the date of, in the case of a conversion  into a Floating Rate
Advance,  or two Business Days, in the case of a conversion into or continuation
of a Fixed CD Rate  Advance,  three  Business  Days, in the case of a conversion
into or continuation of a Eurocurrency  Committed Advance denominated in Dollars
or five Business Days, in the case of a continuation of a Eurocurrency Committed
Advance  denominated  in an  Alternative  Currency,  prior to the  date of,  the
requested conversion or continuation, specifying:

             (i)  the requested date, which shall be a Business Day, of such
conversion or continuation;

            (ii) the aggregate amount and Type of the Committed Advance which is
         to be converted or continued; and

           (iii) the amount and Type(s) of Committed  Advance(s) into which such
         Committed Advance is to be converted or continued and, in the case of a
         conversion into or continuation of a Committed Fixed Rate Advance,  the
         duration of the Interest Period  applicable  thereto (which may not end
         after the Maturity Date).

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Subject  to  Section   3.3,   each   Conversion/Continuation   Notice  shall  be
irrevocable.  Changes in the currency in which an Advance is denominated may not
be effected by a conversion pursuant to this Section 2.2.4.

                  2.3.          Competitive Bid Advances.

                  2.3.1.  Competitive  Bid Option;  Repayment of Competitive Bid
Advances. In addition to Committed Advances pursuant to Section 2.2, but subject
to the terms and  conditions  set forth in this  Agreement  (including,  without
limitation,  the  limitation  set forth in Section  2.1.1(iii) as to the maximum
aggregate  principal  amount  of all  outstanding  Advances  hereunder  and  the
limitation set forth in Section  4.3(iii) as to the minimum credit  standing for
Competitive  Bid Advances),  any Borrower may, as set forth in this Section 2.3,
request  the  Lenders,  prior to the  Termination  Date,  to make offers to make
Competitive  Bid Advances to such  Borrower.  Each Lender may, but shall have no
obligation  to,  make such  offers  and the  Borrower  may,  but  shall  have no
obligation  to,  accept any such offers in the manner set forth in this  Section
2.3.  Competitive Bid Advances shall be evidenced by the Notes. Each Competitive
Bid  Advance  shall be  repaid  in full by the  Borrower  on the last day of the
Interest Period applicable thereto.

                  2.3.2. Competitive Bid Quote Request. When the Borrower wishes
to request  offers to make  Competitive  Bid Loans under  Section  2.3, it shall
transmit to each Lender by telex or telecopy a Competitive  Bid Quote Request so
as to be  received  no later  than (i) 10:00 a.m.  (Chicago  time) at least five
Business Days prior to the Borrowing  Date  proposed  therein,  in the case of a
Eurocurrency  Auction denominated in Dollars,  (ii) 10:00 a.m. (Chicago time) at
least  seven  Business  Days  prior  to the  Borrowing  Date,  in the  case of a
Eurocurrency  Auction denominated in an Alternative Currency or (iii) 10:00 a.m.
(Chicago  time) at least one Business Day prior to the  Borrowing  Date proposed
therein, in the case of an Absolute Rate Auction specifying:

         (a)      the proposed Borrowing Date, which shall be a Business Day,
                  for the proposed Competitive Bid Advance;

         (b)     the aggregate principal amount of such Competitive Bid Advance;

         (c)      whether the Competitive Bid Quotes  requested are to set forth
                  a Competitive Bid Margin or an Absolute Rate, or both;

         (d)      in the case of a Eurocurrency Auction, the currency in which
                  the Loans are to be denominated; and

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         (e)      the  Interest  Period  applicable  thereto  (which may not end
                  after the Termination Date).

The Borrower may request offers to make  Competitive Bid Loans for more than one
Interest Period and for a Eurocurrency Auction and an Absolute Rate Auction in a
single Competitive Bid Quote Request.  No Competitive Bid Quote Request shall be
given within 3 Business Days of any other  Competitive  Bid Quote Request.  Each
Competitive Bid Quote Request shall be in an Approved Multiple.

                  2.3.3.  Submission and Contents of Competitive Bid Quotes. (i)
Each Lender may, in its sole  discretion,  submit to the Borrower a  Competitive
Bid  Quote  containing  an offer or  offers  to make  Competitive  Bid  Loans in
response to any Invitation for  Competitive  Bid Quotes.  Each  Competitive  Bid
Quote  must  comply  with the  requirements  of this  Section  2.3.3 and must be
submitted to the Borrower by telecopy at its address specified in or pursuant to
Article XIII not later than (a) 1:00 p.m. (Chicago time) at least three Business
Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction
denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days
prior to the proposed  Borrowing  Date,  in the case of a  Eurocurrency  Auction
denominated  in an Alternative  Currency or (c) 9:00 a.m.  (Chicago time) on the
proposed  Borrowing  Date, in the case of an Absolute  Rate Auction.  Subject to
Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocable.

             (ii) Each Competitive Bid Quote shall in any case specify:

                  (a) the proposed  Borrowing  Date,  which shall be the same as
         that set forth in the applicable Invitation for Competitive Bid Quotes;

                  (b) the principal amount of the Competitive Bid Loan for which
         each  such  offer is being  made,  which  principal  amount  (1) may be
         greater  than,  less  than or equal to the  Commitment  of the  quoting
         Lender,  (2) must be an  Approved  Multiple  and (3) may not exceed the
         principal  amount  of  Competitive  Bid Loans  for  which  offers  were
         requested;

                  (c) in the case of a Eurocurrency Auction, the Competitive Bid
         Margin offered for each such Competitive Bid Loan;

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                  (d) the limit, if any, as to the aggregate principal amount of
         the Competitive Bid Loans from such Lender which may be accepted by the
         Borrower;

                  (e) in the case of an Absolute Rate Auction, the Absolute Rate
         offered for each such Competitive Bid Loan;

                  (f)  the applicable Interest Period; and

                  (g) the identity of the quoting Lender.

            (iii) The Borrower shall reject any Competitive Bid Quote that:

                  (a) is not  substantially in the form of Exhibit "D" hereto or
         does not specify all of the information required by Section 2.3.3(ii);

                  (b)  contains  qualifying,  conditional  or similar  language,
         other than any such language contained in Exhibit "D" hereto;

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

                  (d) arrives after the time set forth in Section 2.3.3(i).

If any  Competitive  Bid  Quote  shall  be  rejected  pursuant  to this  Section
2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection
as soon as practical.

                  2.3.4.  Acceptance and Notice by the Borrower.  Not later than
(a) 2:00 p.m.  (Chicago time) at least three Business Days prior to the proposed
Borrowing  Date, in the case of a Eurocurrency  Auction  denominated in Dollars,
(b) 2:00 p.m.  (Chicago  time) at least five Business Days prior to the proposed
Borrowing  Date,  in  the  case  of a  Eurocurrency  Auction  denominated  in an
Alternative  Currency or (c) 10:00 a.m. (Chicago time) on the proposed Borrowing
Date, in the case of an Absolute Rate  Auction,  the Borrower  shall notify each
Lender of its  acceptance  or rejection of the offers so notified to it pursuant
to Section 2.3.3;  provided,  however,  that the failure by the Borrower to give
such notice to any Lender  shall be deemed to be a rejection  by the Borrower of
all such offers made by such Lender.  In the case of acceptance,  such notice (a
"Competitive Bid Borrowing Notice") shall specify the aggregate principal amount
of offers for each Interest Period that are accepted. The Borrower may accept or
reject any  Competitive  Bid Quote in whole or in part  (subject to the terms of
Section 2.3.3(ii)(d)); provided that:

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

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

                  (c)  the  Borrower  may  not  accept  any  offer  of the  type
         described in Section  2.3.3(iii) or that otherwise fails to comply with
         the  requirements  of this  Agreement  for the  purpose of  obtaining a
         Competitive Bid Loan under this Agreement.

                  2.3.5.  Allocation by the Borrower.  If offers are made by two
or more Lenders with the same  Competitive Bid Margins or Absolute Rates, as the
case may be, for a greater aggregate principal amount than the amount in respect
of which offers are  permitted to be accepted for the related  Interest  Period,
the principal  amount of  Competitive  Bid Loans in respect of which such offers
are accepted  shall be allocated by the Borrower among such Lenders as nearly as
possible (in such  multiples,  not greater than $1,000,000 (or the equivalent in
an Alternative Currency), as the Borrower may deem appropriate) in proportion to
the aggregate  principal  amount of such offers.  Allocations by the Borrower of
the  amounts of  Competitive  Bid Loans  shall be  conclusive  in the absence of
manifest  error.  The  Borrower  shall  promptly,  but in any  event on the same
Business Day in the case of  Eurocurrency  Bid Rate Advances,  and by 11:00 a.m.
(Chicago  time) in the case of Absolute Rate  Advances,  notify each Lender that
submitted a Competitive  Bid Quote of its receipt of a Competitive Bid Borrowing
Notice  and the  aggregate  principal  amount of such  Competitive  Bid  Advance
allocated to each participating Lender.

                  2.3.6.  Notice by the  Borrower to the  Administrative  Agent.
Promptly, but in any event on the same Business Day that the Borrower issues any
Competitive  Bid Borrowing  Notice,  the Borrower shall give the  Administrative
Agent notice of the amount,  maturity,  applicable  interest rate and Lender for
each Competitive Bid Loan accepted by the Borrower  pursuant to such Competitive
Bid Borrowing Notice.

                  2.4.  Facility  Fees.  The Company hereby agrees to pay to the
Administrative  Agent for the account of each Lender,  ratably in the proportion
that such Lender's  Commitment  bears to the Aggregate  Commitment,  a per annum
facility fee at the Facility Fee Rate (determined daily in accordance with the

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Pricing  Schedule) on the daily amount of the Aggregate  Commitment (and, if any
Advances remain  outstanding  following  termination of the Commitments,  on the
daily aggregate Dollar Amount of all outstanding Advances), payable quarterly in
arrears on each Payment Date, on the Termination Date and, if later, on the date
on which all  outstanding  Advances  shall have been repaid in full. All accrued
facility  fees  hereunder  shall  be  payable  on  the  effective  date  of  any
termination of the obligations of the Lenders to make Loans hereunder.

                  2.5.          General Facility Terms

                  2.5.1.  Method of  Borrowing.  Not later  than (i) 12:00  noon
(Chicago time) on each  Borrowing  Date for each Advance  denominated in Dollars
and (ii) the funding deadline designated by the Administrative Agent in the case
of any Advance denominated in an Alternative Currency (which shall be no earlier
than 10:00 a.m.  local time in the place of payment and no later than 12:00 noon
(Chicago time)),  each Lender shall make available its Loan or Loans, if any, in
immediately  available  funds,  to  the  Administrative  Agent  at  its  address
specified   pursuant  to  Article  XIII  or  at  such  other   location  as  the
Administrative  Agent shall  direct.  The  Administrative  Agent shall  promptly
deposit the funds so received from the Lenders in the Borrower's  account at the
Administrative  Agent's main office in Chicago or as  otherwise  directed by the
Borrower. Notwithstanding the foregoing provisions of this Section 2.5.1, to the
extent that a Loan made to a Borrower by a Lender  matures on the Borrowing Date
of a requested  Loan to such  Borrower in the same  currency,  such Lender shall
apply the  proceeds of the Loan it is then making to the  repayment of principal
of the maturing Loan.

                  2.5.2.   Minimum  Amount  of  Each  Committed  Advance.   Each
Committed Advance shall be in an Approved Multiple;  provided, however, that any
Floating  Rate Advance may be in the  aggregate  amount of the unused  Aggregate
Commitment.

                  2.5.3. Optional Principal Payments. The Borrower may from time
to time  pay all of its  outstanding  Committed  Advances,  or,  in an  Approved
Multiple, any portion of the outstanding Committed Advances upon (i) in the case
of any Floating Rate Advance,  notice to the Administrative Agent not later than
10:00 a.m.  (Chicago  time) on the date of  prepayment,  (ii) in the case of any
Fixed CD Rate  Advance,  two Business  Days' prior notice to the  Administrative
Agent, (iii) in the case of any Eurocurrency Committed Advance denominated in

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Dollars,  three Business Days' prior notice to the Administrative Agent and (iv)
in the case of any Eurocurrency  Committed Advance denominated in an Alternative
Currency, five Business Days' prior notice to the Administrative Agent. Any such
notice of prepayment  shall be  irrevocable.  All such payments shall be made in
immediately  available funds to the  Administrative  Agent at the Administrative
Agent's address specified in Article XIII or at any other location  specified by
the  Administrative  Agent in  accordance  with Section 2.5.7 not later than (i)
noon  (Chicago  time) on the date of payment  for each  Advance  denominated  in
Dollars and (ii) the funding deadline designated by the Administrative  Agent in
the case of any Advance denominated in an Alternative  Currency (which should be
no earlier than 10:00 a.m.  local time in the place of payment and no later than
12:00 noon (Chicago  time)).  Subject to Section  2.5.13(a),  a Competitive  Bid
Advance  may not be  prepaid  prior to the last day of its  applicable  Interest
Period without the prior consent of the Lender which  originally made such Loan,
which  consent  may be given  or  withheld  at the  Lender's  sole and  absolute
discretion,  provided  that no  Competitive  Bid Advance may be prepaid if there
exists a Default. Any prepayment of a Fixed Rate Advance prior to the end of its
applicable  Interest  Period  shall be subject to the  indemnity  provisions  of
Section 3.4.

                  2.5.4. Interest Periods.  Subject to the provisions of Section
2.5.5,  each Advance shall bear interest from and including the first day of the
Interest Period applicable thereto to (but not including) the earlier of (i) the
last day of such Interest  Period or (ii) the date of any earlier  prepayment as
permitted by Section  2.5.3,  at the interest  rate  determined as applicable to
such Advance, payable in the currency of such Advance.

                  2.5.5.  Rate after  Maturity.  Except as  provided in the next
sentence,  any  Advance  not  paid  at  maturity,  whether  by  acceleration  or
otherwise,  shall bear interest  until paid in full at a rate per annum equal to
(i) in the case of an Advance  denominated  in Dollars,  the Alternate Base Rate
plus 2% per  annum,  payable  upon  demand  and (ii) in the  case of an  Advance
denominated in an Alternative Currency, the sum of 2% plus the Applicable Margin
for Eurocurrency  Committed  Advances for such day plus the quotient obtained by
dividing (x) the average of the respective rates per annum at which one day (or,
if such amount due remains  unpaid more than five Business  Days,  then for such
other period of time not longer than three months as the Administrative Agent

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may select)  deposits in such  Alternative  Currency in an amount  approximately
equal to such  overdue  payment due to each of the  Reference  Banks (or, in the
case of a Competitive Bid Advance,  the amount which would have been due to each
Reference  Bank if such  Advance  were a Committed  Advance) are offered to such
Reference  Bank  in the  London  interbank  market  for  the  applicable  period
determined as provided above by (y) 1.00 minus the Reserve  Requirement.  In the
case of a Fixed Rate  Advance the maturity of which is  accelerated,  such Fixed
Rate Advance shall bear interest for the  remainder of the  applicable  Interest
Period (or until paid if paid prior to the end of such Interest Period),  at the
higher of the rate  otherwise  applicable  to such Fixed Rate  Advance  for such
Interest  Period  plus 2% per  annum or the  applicable  rate  specified  in the
preceding sentence.

                  2.5.6.   Interest  Payment  Dates;  Interest  Basis.  Interest
accrued  on each  Fixed  Rate  Advance  shall be  payable on the last day of its
applicable  Interest  Period,  on any date on which such  Fixed Rate  Advance is
prepaid or converted,  and at the maturity of such Advance.  Interest accrued on
each Floating Rate Advance shall be payable on each Payment Date, on any date on
which  such  Floating  Rate  Advance is  prepaid,  and at the  maturity  of such
Advance.  Interest  accrued on each Fixed Rate Advance having an Interest Period
longer  than three  months  shall also be payable on the last day of each 90 day
interval (in the case of Fixed CD Rate  Advances or Absolute  Rate  Advances) or
three-month  interval  (in  the  case  of  Eurocurrency  Committed  Advances  or
Eurocurrency Bid Rate Advances)  during such Interest Period.  Interest on Fixed
Rate Loans and  facility  fees  hereunder  shall be  calculated  for actual days
elapsed on the basis of a 360-day year. Interest on Floating Rate Loans shall be
calculated  for actual  days  elapsed on the basis of a 365-day  year,  or, when
applicable,  366-day year.  Interest  shall be payable for the day an Advance is
made  but not for  the day of any  payment  on the  amount  paid if  payment  is
received  prior to the  deadline  specified  pursuant to Section  2.5.7.  If any
payment of  principal  of or  interest on an Advance  shall  become due on a day
which is not a Business Day,  such payment shall be made on the next  succeeding
Business  Day and, in the case of a principal  payment,  such  extension of time
shall be included in computing interest in connection with such payment.

                  2.5.7.  Method of  Payment.  Subject to the last  sentence  of
Section 2.5.1, all payments of principal,  interest, and fees hereunder shall be
made by (i) noon (local  time) for each  payment in Dollars and (ii) the funding
deadline  designated  by  the  Administrative  Agent  for  each  payment  in  an
Alternative  Currency  (which shall be no earlier than 10:00 a.m.  local time in
the place of payment and no later than 12:00 noon (Chicago time)), on the date

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when  due in  immediately  available  funds to the  Administrative  Agent at the
Administrative  Agent's  address  specified  pursuant to Article XIII, or at any
other location specified in writing by the Administrative  Agent to the Borrower
and shall be distributed by the  Administrative  Agent ratably among all Lenders
in the case of fees and  payments in respect of  Committed  Advances and ratably
among the  applicable  Lenders in  respect of  Competitive  Bid  Advances.  Each
payment  delivered  to the  Administrative  Agent for the  account of any Lender
shall be delivered  promptly by the  Administrative  Agent to such Lender in the
same type of funds  which  the  Administrative  Agent  received  at its  address
specified  pursuant to Article  XIII or at any  location  specified  in a notice
received  by the  Administrative  Agent from such  Lender.  All  payments of the
principal  of and  interest  on any Loan shall be made in the  currency in which
such Loan is denominated.

                  2.5.8.  Notes.  Each Lender is hereby  authorized to record on
the schedule  attached to each of its Notes,  or otherwise  record in accordance
with its usual  practice,  the date and amount of each of its Loans evidenced by
such Note; provided, however, that any failure to so record shall not affect the
Obligors' obligations under any Loan Document.

                  2.5.9.   Notification   of   Advances,   Interest   Rates  and
Prepayments. The Administrative Agent will notify each Lender of the contents of
each  Aggregate  Commitment   reduction  notice,   Committed  Borrowing  Notice,
Conversion/Continuation  Notice and  repayment  notice  received by it hereunder
promptly and in any event before the close of business on the same  Business Day
of  receipt  thereof  (or,  in the case of  borrowing  notices  with  respect to
Floating Rate Advances and Absolute  Rate  Advances,  within one hour of receipt
thereof).  The Administrative Agent will notify each Lender of the interest rate
applicable  to each Fixed  Rate  Advance  promptly  upon  determination  of such
interest  rate and will give each  Lender  prompt  notice of each  change in the
Alternate Base Rate.

                  2.5.10.  Non-Receipt  of  Funds by the  Administrative  Agent.
Unless the Borrower or a Lender, as the case may be, notifies the Administrative
Agent  prior  to the  date on  which  it is  scheduled  to make  payment  to the
Administrative  Agent of (i) in the case of a Lender,  the proceeds of a Loan or
(ii) in the case of the Borrower,  a payment of  principal,  interest or fees to
the Administrative Agent for the account of the Lenders, that it does not intend
to make such scheduled payment, the Administrative Agent may assume that such

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scheduled payment has been made. The Administrative  Agent may, but shall not be
obligated  to,  make the  amount  of such  scheduled  payment  available  to the
intended  recipient  in  reliance  upon such  assumption.  If such Lender or the
Borrower, as the case may be, has not in fact made such scheduled payment to the
Administrative  Agent, the recipient of such scheduled  payment shall, on demand
by the Administrative  Agent,  repay to the  Administrative  Agent the amount so
made available  together with interest thereon in respect of each day during the
period  commencing  on the  date  such  amount  was  so  made  available  by the
Administrative  Agent  until the date the  Administrative  Agent  recovers  such
amount at a rate per annum  equal to (x) in the case of  scheduled  payment by a
Lender,  the  Federal  Funds  Effective  Rate for such day or (y) in the case of
scheduled payment by the Borrower,  the interest rate applicable to the relevant
Loan.

                  2.5.11.  Cancellation.  The  Company may at any time after the
date hereof cancel the Aggregate Commitment, in whole, or in a minimum aggregate
amount of  $10,000,000  (and in integral  multiples of  $1,000,000  if in excess
thereof)  ratably  among the Lenders upon written  notice to the  Administrative
Agent  not  later  than  10:00  a.m.  (Chicago  time) on the  effective  date of
cancellation  specified  therein,  which notice shall specify the amount of such
reduction;  provided, however, no such notice of cancellation shall be effective
to the extent that it would reduce the  Aggregate  Commitment to an amount which
would be less than the aggregate Dollar Amount of Loans  outstanding at the time
such cancellation is to take effect.  Any notice of cancellation  given pursuant
to this Section  2.5.11  shall be  irrevocable  and shall  specify the date upon
which such cancellation is to take effect.

                  2.5.12. Lending  Installations.  Subject to Section 12.6, each
Lender  may,  by  written   (including   telex  or   telecopy)   notice  to  the
Administrative Agent and the Company, book its Loans at any Lending Installation
selected  by  such  Lender  and  may  from  time  to  time  change  its  Lending
Installation  and for whose  account Loan  payments are to be made.  Each Lender
will notify the Administrative  Agent and the Company on or prior to the date of
this Agreement of the Lending  Installation which it intends to utilize for each
type of Loan hereunder.

          2.5.13.  Currency  Equivalents.  (a) The  Administrative  Agent  shall
determine  the  Dollar  Amount of each  Advance  denominated  in an  Alternative
Currency as of the first day of each Interest Period applicable thereto,  and in
the case of any such Interest  Period of more than three months,  at three month
intervals  after the first day thereof,  and shall promptly  notify the Borrower
and  the  Lenders  of  each  Dollar  Amount  so  determined  by  it.  Each  such
determination shall be based

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on the spot rate at which in  accordance  with  normal  banking  procedures  the
Administrative Agent could purchase the Alternative Currency with Dollars in the
interbank  market in London at 11:00 a.m.  (London time) two Business Days prior
to the date as of which such Dollar Amount is to be determined.  If after giving
effect to any such determination of a Dollar Amount, the aggregate Dollar Amount
of all  outstanding  Advances  exceeds the Aggregate  Commitment,  the Borrowers
shall within five Business Days prepay outstanding  Advances (as selected by the
Company) to the extent  necessary to eliminate  such excess;  provided that such
prepayment  shall be applied to  outstanding  Committed  Advances  to the extent
necessary to prepay such Advances in full before  prepayment of any  Competitive
Bid Advances pursuant to this Section 2.5.13(a).

                  (b) If for the purpose of  obtaining  judgment in any court it
is necessary to convert a sum due from any Obligor hereunder or under any of the
Notes in the  currency  expressed  to be payable  herein or under the Notes (the
"specified  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
Administrative  Agent could  purchase  the  specified  currency  with such other
currency at the Administrative Agent's London office at 11:00 a.m. (London time)
on the  Business  Day  preceding  that on which  final  judgment  is given.  The
obligations  of each  Obligor  in  respect  of any sum due to any  Lender or the
Administrative  Agent  hereunder  or under any Note shall,  notwithstanding  any
judgment in a currency other than the specified currency,  be discharged only to
the extent  that on the  Business  Day  following  receipt by such Lender or the
Administrative  Agent (as the case may be) of any sum  adjudged  to be so due in
such other currency such Lender or the Administrative Agent (as the case may be)
may in accordance with normal banking procedures purchase the specified currency
with such other currency;  if the amount of the specified  currency so purchased
is less than the sum originally due to such Lender or the Administrative  Agent,
as the case may be, in the  specified  currency,  each  Obligor  agrees,  to the
fullest  extent  that it may  effectively  do so, as a separate  obligation  and
notwithstanding   any  such   judgment,   to   indemnify   such  Lender  or  the
Administrative Agent, as the case may be, against such loss, and if the amount

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of the specified currency so purchased exceeds (a) the sum originally due to any
Lender  or the  Administrative  Agent,  as the  case  may be,  in the  specified
currency  and  (b)  any  amounts  shared  with  other  Lenders  as a  result  of
allocations  of such excess as a  disproportionate  payment to such Lender under
Article XI, such Lender or the Administrative  Agent, as the case may be, agrees
to remit such excess to the Company for the account of the Obligors.

                  2.5.14.  Taxes.5.14.  (a) Any and all  payments  by a Borrower
hereunder  or under  the  Notes  shall be made  free  and  clear of and  without
deduction for any and all present or future taxes, levies, imposts,  deductions,
charges or withholdings, and all liabilities with respect thereto excluding, (i)
in the case of each Lender and Agent, taxes imposed on its income, and franchise
or similar taxes imposed on it, by the jurisdiction under the laws of which such
Lender or Agent is  organized  or any  political  subdivision  thereof and taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction of
such Lender's  applicable  Lending  Installation  or any  political  subdivision
thereof and (ii) in the case of each Lender,  any United States  withholding tax
imposed on such payments but only to the extent not  attributable to a change in
law,  regulation,  treaty or  interpretation  after the time such  Lender  first
becomes a party to this Agreement (all such non-excluded taxes, levies, imposts,
deductions,  charges,  withholdings and liabilities arising out of or related to
this Agreement being hereinafter referred to as "Taxes").  If any Borrower shall
be  required  by law to deduct any Taxes  from or in respect of any sum  payable
hereunder or under any Note to any Lender or Agent, (i) the sum payable shall be
increased  as may be  necessary  so that after  making all  required  deductions
(including  deductions  applicable to additional sums payable under this Section
2.5.14)  such Lender or Agent (as the case may be)  receives an amount  equal to
the sum it would have received had no deductions  been made,  (ii) such Borrower
shall make such  deductions  and (iii) such  Borrower  shall pay the full amount
deducted to the relevant  taxation  authority or other  authority in  accordance
with applicable law and provide such Lender or Agent (as the case may be) with a
receipt or other evidence of such payment.

                  (b) In addition,  each  Borrower  agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made hereunder or under the Notes
or from the execution,  delivery,  enforcement or registration  of, or otherwise
with respect to, the Loan Documents (hereinafter referred to as "Other Taxes").

                  (c) Each Borrower will indemnify each Lender and Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any  jurisdiction  on amounts  payable under this Section
2.5.14) paid by such Lender or Agent and any liability including penalties,

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interest and expenses arising therefrom or with respect thereto,  whether or not
such Taxes or Other Taxes were  correctly  or legally  asserted by the  relevant
taxing authority or other governmental  entity.  This  indemnification  shall be
made to the Administrative Agent for the account of such Lender or Agent (as the
case may be)  within 30 days from the date such  Lender or Agent  makes  written
demand  therefor  (with a copy,  in the  case of a  demand  by a  Lender  or the
Documentation Agent, of such demand to the Administrative Agent). If a Lender or
Agent shall  become  aware that it is entitled to receive a refund in respect of
Taxes or Other Taxes as to which it has been indemnified by a Borrower  pursuant
to  this  Section  2.5.14,  it  shall  promptly  notify  such  Borrower  of  the
availability of such refund and, unless such Lender or Agent  determines in good
faith  that it is not in its  best  interests  to do so,  shall  apply  for such
refund.  If any  Lender or Agent  receives  a refund in  respect of any Taxes or
Other Taxes as to which it has been  indemnified by a Borrower  pursuant to this
Section 2.5.14,  it shall promptly notify such Borrower of such refund and shall
promptly  repay such refund to such Borrower (to the extent of amounts that have
been paid by such  Borrower  under  this  Section  2.5.14  with  respect to such
refund), net of all out-of-pocket  expenses of such Lender or Agent in obtaining
such  refund;  provided  that the  Borrower,  upon the request of such Lender or
Agent agrees to return such refund (plus  penalties,  interest or other charges)
to such  Lender or Agent in the event such  Lender or Agent is required to repay
such refund.

                  (d)  Notwithstanding  the  foregoing,  unless,  prior  to  the
initial  Borrowing  Date (in the case of a Lender listed on the signature  pages
hereto),  and prior to the effective  date of the  Assignment  and Acceptance by
which it became a Lender (in the case of Lender that became a Lender pursuant to
such Assignment and Acceptance),  and in each case from time to time thereafter,
if requested by the Company or the  Administrative  Agent, each Lender organized
under the laws of a  jurisdiction  outside the United States shall have provided
the  Company  and the  Administrative  Agent  with the forms  prescribed  by the
Internal  Revenue  Service of the United  States  certifying as to such Lender's
status for purposes of  determining  exemption  from United  States  withholding
taxes  with  respect  to all  payments  of  interest  to be made to such  Lender
hereunder or other  documents  satisfactory  to the Company which, in each case,
shall  indicate  that all payments to be made to such Lender  hereunder  are not
subject to United States withholding tax or are subject to such taxes at a rate

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reduced to zero by an applicable  tax treaty,  neither the Company nor any other
Borrower shall have any obligation under the last sentence of Section  2.5.14(a)
to make any  payments  to or for the  benefit of such Lender in respect of Taxes
imposed by the United States of America  unless such Lender is unable to provide
such form as a result of a change  in law or treaty  after the time such  Lender
becomes a party to this Agreement.

                  2.5.15.  Regulation D Compensation.  For so long as any Lender
maintains reserves against "Eurocurrency  liabilities" (or any other category of
liabilities  which  includes  deposits by  reference to which  interest  rate on
Eurocurrency  Committed  Loans is  determined  or any category of  extensions of
credit or other assets which  includes  loans by a non-United  States  office of
such Lender to United States residents), and as a result the cost to such Lender
(or its Lending  Installation)  of making or maintaining any of its Eurocurrency
Committed Loans is increased,  then such Lender may require the Borrower to pay,
contemporaneously  with each  payment  of  interest  on such  Loans,  additional
interest on the related Eurocurrency Committed Loan of such Lender at a rate per
annum up to but not exceeding the excess of (i)(A) the  applicable  Eurocurrency
Base  Rate  divided  by (B) one  minus  the  Reserve  Requirement  over (ii) the
applicable Eurocurrency Base Rate. Any Lender wishing to require payment of such
additional  interest  (x) shall so notify the  Borrower  and the  Administrative
Agent,  in which case such  additional  interest on the  Eurocurrency  Committed
Loans of such Lender  shall be payable to such Lender at the place  indicated in
such notice with respect to each Interest  Period which commences at least three
Business  Days  after the  giving of such  notice  and (y) shall  furnish to the
Borrower  at least five  Business  Days prior to each date on which  interest is
payable on the  Eurocurrency  Committed  Loans a  certificate  setting forth the
amount to which such Lender is then entitled under this Section.

                                   ARTICLE III

                             CHANGE IN CIRCUMSTANCES

                  3.1. Yield  Protection.  If, after the date of this Agreement,
the  adoption  of  any  law  or  the   application   of  any   governmental   or
quasi-governmental rule, regulation,  policy, guideline or directive (whether or
not  having  the force of law),  or any  change  therein,  or any  change in the
interpretation  or  administration  thereof,  or the  compliance  of any  Lender
therewith,

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<PAGE>
                  (i) with  respect to  Committed  Loans  bearing  interest at a
         Fixed Rate,  imposes or  increases  or deems  applicable  any  reserve,
         assessment,  insurance charge,  special deposit or similar  requirement
         against  assets  of,  deposits  with or for the  account  of, or credit
         extended by, any Lender or any applicable Lending  Installation  (other
         than reserves and  assessments  taken into account in  determining  the
         interest rate applicable to Committed  Advances  bearing  interest at a
         Fixed Rate or for which such Lender is compensated  pursuant to Section
         2.5.15), or

             (ii) with respect to Committed  Loans  bearing  interest at a Fixed
         Rate, imposes any other condition,

the  result of which is to  increase  the cost to any  Lender or any  applicable
Lending Installation of making, funding or maintaining such Loans or reduces any
amount  receivable  by any  Lender or any  applicable  Lending  Installation  in
connection  with such Loans,  or requires any Lender or any  applicable  Lending
Installation  to make any payment  calculated by reference to the amount of such
Loans held or  interest  received  by it, by an amount  deemed  material by such
Lender,  then,  within 30 days of demand by such Lender,  the Borrower shall pay
such Lender that portion of such increased  expense  incurred or reduction in an
amount  received which such Lender  reasonably  and in good faith  determines is
attributable to the making, funding and maintaining of such Loans by it.

                  3.2.  Changes in  Capital  Adequacy  Regulations.  If a Lender
reasonably and in good faith  determines that the amount of capital  required or
expected to be  maintained  by such  Lender,  any Lending  Installation  of such
Lender  or  any  corporation   controlling  such  Lender  attributable  to  this
Agreement, the Loans or its obligation to make Loans hereunder is increased as a
result of a Change (as  hereafter  defined),  then,  within 15 days of demand by
such  Lender,  the Company  shall pay such  Lender the amount  which such Lender
reasonably  and in good faith  determines  is necessary to compensate it for any
reduction  in the rate of return on capital  to an amount  below that which such
Lender  could have  achieved  but for such  Change and is  attributable  to this
Agreement,  the  Loans or its  obligation  to make  Loans  hereunder,  provided,
however,  that the effect of any Change shall be determined  based on the effect
on such Lender that would be applicable to such Lender if such Lender was

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maintaining   the  highest  credit  quality  as  determined  by  the  applicable
regulatory authorities at the time of such Change. "Change" means (i) any change
after the date of this  Agreement in the Risk-Based  Capital  Guidelines or (ii)
any adoption of or change in any other law,  governmental or  quasi-governmental
rule, regulation,  policy, guideline,  interpretation,  or directive (whether or
not  having the force of law) of  general  applicability  after the date of this
Agreement  which  affects  the  amount of capital  required  or  expected  to be
maintained  by  any  Lender  or any  Lending  Installation  or  any  corporation
controlling any Lender  (including any  determination by any authority,  central
bank or comparable  agency that, for purposes of capital adequacy  requirements,
the  Commitments  hereunder  do not  constitute  commitments  with  an  original
maturity  of one year or less,  which  shall be  deemed a  Change).  "Risk-Based
Capital Guidelines" means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement,  including  transition  rules,  and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside  the  United  States  implementing  the July  1988  report  of the Basle
Committee   on   Banking   Regulation   and   Supervisory   Practices   Entitled
"International  Convergence  of Capital  Measurements  and  Capital  Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

                  3.3.  Availability  of  Types  of  Advances.  If the  Required
Lenders  reasonably and in good faith  determine that (i) deposits of a type and
maturity  appropriate to match fund  Committed  Advances  bearing  interest at a
Fixed  Rate are not  available  or (ii)  solely  in the  case of a  Eurocurrency
Committed  Advance  denominated  in  an  Alternative   Currency,   the  interest
applicable to such  Committed  Advance does not  accurately  reflect the funding
cost of such Committed Advance,  then the  Administrative  Agent shall forthwith
give  notice  thereof  to the  Company  and the  Lenders,  whereupon  until  the
Administrative  Agent notifies the Company that the circumstances giving rise to
such suspension no longer exist, the obligations of the Lenders to make Fixed CD
Rate  Loans or  Eurocurrency  Loans (in the  affected  currency),  or to convert
outstanding  Loans into such Loans or continue  outstanding  Loans as such Loans
for an  additional  Interest  Period,  shall be  suspended  and (i) any affected
outstanding  Committed Advance  denominated in Dollars shall be converted into a
Floating  Rate  Advance  on the  last day of the then  current  Interest  Period
applicable thereto, (ii) any affected Committed Advance denominated in Dollars

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for which a Committed  Borrowing  Notice has previously been given shall instead
be made as a Floating  Rate  Advance,  unless the Borrower  elects not to borrow
such Advance by giving one Business Day's notice to the Administrative  Agent to
such effect, (iii) any affected outstanding  Committed Advance denominated in an
Alternative  Currency shall mature and be due and payable on the last day of the
then  current  Interest  Period   applicable   thereto  and  (iv)  any  affected
Eurocurrency  Advance  denominated  in  an  Alternative  Currency  for  which  a
Committed  Borrowing Notice or a Competitive Bid Borrowing Notice has previously
been given shall be canceled. Nothing in this Section 3.3 shall affect any right
of the Borrower to borrow or convert  outstanding Loans into Loans of a Type not
affected by the  circumstances  described above under and in accordance with the
other  applicable  provisions of this Agreement.  If any Lender  determines that
maintenance of any of its  Eurocurrency  Loans would violate any applicable law,
rule, regulation or directive, whether or not having the force of law, then such
Lender may by notice to the Company,  through the Administrative  Agent, require
that such  Eurocurrency  Loans be converted to an unaffected Type of Loan on the
last day of the then current Interest Period applicable  thereto, if such Lender
may lawfully  maintain  such Loan to such date,  or on such earlier date as such
Lender may  require if it is not able  lawfully  to  maintain  such Loan to such
date.

                  3.4. Funding  Indemnification.  If any payment of a Fixed Rate
Loan  occurs  on a date  which is not the last  day of the  applicable  Interest
Period, whether because of acceleration,  prepayment or otherwise,  or any Fixed
Rate Loan is converted to a Loan of a different  Type on a date which is not the
last day of the applicable Interest Period (except pursuant to the last sentence
of  Section  3.3),  or the  Borrower  fails to prepay  any Fixed Rate Loan after
notice of prepayment has been given in accordance with Section 2.5.3, or a Fixed
Rate Advance is not made,  converted  or continued on the date  specified by the
Borrower for any reason other than  default by the  Lenders,  the Borrower  will
indemnify  each Lender for any loss or cost incurred by it resulting  therefrom,
including,  without  limitation,  any loss or cost in  liquidating  or employing
deposits acquired to fund or maintain the Fixed Rate Advance.

                  3.5. Lender  Statements;  Limit on Retroactivity;  Survival of
Indemnity.  To the extent  reasonably  possible,  each Lender shall designate an
alternate  Lending  Installation  with respect to its Fixed Rate Loans to reduce
any  liability of the Borrower or the Company to such Lender under  Section 3.1,
3.2 or 3.6 or to avoid the  unavailability  of a Type of Committed Advance under
Section 3.3, so long as such designation is not  disadvantageous to such Lender.
Each Lender  shall  deliver a written  statement of such Lender as to the amount
due, if any,  under Section 3.1,  3.2,  3.3, 3.4 or 3.6. Such written  statement
shall set forth in  reasonable  detail the  calculations  upon which such Lender
determined such amount and shall be final, conclusive and binding in the absence
of manifest  error.  Determination  of amounts  payable  under such  Sections in
connection  with a Fixed Rate Loan shall be  calculated  as though  each  Lender
funded its Fixed Rate Loan through the purchase of a deposit of the type and

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<PAGE>
maturity  corresponding  to the deposit used as a reference in  determining  the
Fixed Rate applicable to such Loan, whether in fact that is the case or not. The
Borrower  or the  Company,  as the  case  may be,  shall  only be  obligated  to
compensate  any Lender under Section 3.1, 3.2, 3.4 or 3.6 for any amount arising
or accruing during (i) any time or period commencing not more than 90 days prior
to the date on which  such  Lender  notifies  the  Administrative  Agent and the
Company  that it proposes  to demand such  compensation  and  identifies  to the
Administrative Agent and the Company the statute, regulation or other basis upon
which the claimed  compensation  is or will be based and (ii) any time or period
during which, because of the retroactive application of such statute, regulation
or other such basis,  such  Lender did not know that such amount  would arise or
accrue.  Unless otherwise  provided herein,  the amount specified in the written
statement  shall be  payable on demand  after  receipt  by the  Borrower  or the
Company,  as the case may be, of the written  statement.  The obligations of the
Obligors under Sections 3.1, 3.2, 3.4 and 3.6 shall survive payment of any other
of the Obligations and the termination of this Agreement.

                  3.6.  Foreign  Subsidiary  Costs.  If  any  Lender  determines
reasonably  and in good  faith  that  the  cost  to such  Lender  of  making  or
maintaining  any Loan to an Eligible  Subsidiary is increased,  or the amount of
any sum received or  receivable by any Lender (or its Lending  Installation)  is
reduced by an amount deemed by such Lender to be material, by reason of the fact
that such Eligible  Subsidiary is  incorporated  in, or conducts  business in, a
jurisdiction  outside the United States of America,  the Company shall indemnify
such Lender for such increased cost or reduction  within 30 days after demand by
such Lender (with a copy to the  Administrative  Agent).  A certificate  of such
Lender  claiming  compensation  under this  Section  3.6 and  setting  forth the
additional  amount or amounts to be paid to it hereunder  shall be conclusive in
the absence of manifest error.

                  3.7.  Replacement  of  Lenders.  In the  event  a  Lender  (an
"Affected  Lender")  shall have:  (i) failed to either fund its ratable share of
any Committed  Advance which such Lender is obligated to fund under the terms of
Section 2.2 or its share of any  Competitive  Bid  Advance  which such Lender is
obligated  to fund  under  the terms of  Section  2.3,  and in either  case such
failure has not been cured within five Business Days, (ii) either repudiated its
obligations  under this  Agreement  or failed to reaffirm  such  obligations  in
writing within ten Business Days of a written request  therefor from the Company
(with a copy to each Agent), or (iii) made demand for additional amounts

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pursuant  to Sections  2.5.14,  3.1,  3.2 or 3.6,  as a result of any  condition
described in any such Section, then, unless such Affected Lender has theretofore
taken  steps to remove or cure,  and has  removed or cured  within ten  Business
Days, such failure or the conditions creating the cause for such demand for such
additional  amounts,  as the case may be, the Company  may require the  Affected
Lender to transfer and assign without  recourse (in accordance  with and subject
to the  restrictions  contained  in  Sections  12.1,  12.2  and  12.3)  all  its
interests,  rights and obligations  under this Agreement to a bank designated by
the Company and which is  reasonably  acceptable  to the Agents (such bank being
herein called a "Replacement  Lender");  provided,  that (i) no such  assignment
shall  conflict with any law, rule or regulation or order of any state,  federal
or local governmental authority and (ii) the Replacement Lender shall pay to the
Affected  Lender in immediately  available  funds on the date of such assignment
the  principal of and interest  accrued to the date of payment on the Loans made
by it  hereunder  and all other  amounts  accrued  for its account or owed to it
hereunder  (including,  without  limitation,  any amount  which would be payable
pursuant to Section 3.4 in connection  with a prepayment in full of the Loans of
the Affected Lender on the date of such  assignment).  Each Lender agrees to use
its best  efforts to notify the  Company as promptly  as  practicable  upon such
Lender's becoming aware that  circumstances  exist which would cause any Obligor
to become  obligated  to pay  additional  amounts  to such  Lender  pursuant  to
Sections 2.5.14, 3.1, 3.2 or 3.6.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

          4.1. Initial Advance.  No Lender shall be required to make the initial
     Advance  hereunder  unless  the  Company  has  furnished  or  caused  to be
     furnished to the Documentation Agent:

              (i)  Copies  of  (x)  the  limited  partnership  agreement  of the
         Company,  together with all amendments  thereto,  and (y) the Company's
         Certificate of Limited Partnership as filed with the Secretary of State
         of Delaware,  all certified by a Financial  Officer or the President of
         the Company.

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<PAGE>
             (ii) Copies,  certified by a Financial  Officer,  of the  Corporate
         General Partner's  Certificate of  Incorporation,  By-Laws and Board of
         Directors'   resolutions   authorizing  the  execution,   delivery  and
         performance of the Loan Documents on behalf of the Company.

            (iii) An incumbency  certificate,  executed by a Financial  Officer,
         which shall  identify by name and title and bear the  signature  of the
         Financial  Officers  authorized to sign the Loan  Documents and to make
         borrowings  hereunder,  upon which  certificate  the  Lenders  shall be
         entitled  to rely  until  informed  of any  change  in  writing  by the
         Company.

             (iv) Copies of a long-form certificate of the Secretary of State of
         the State of Delaware,  dated reasonably near the date hereof,  listing
         the  Certificate  of  Limited  Partnership  of  the  Company  and  each
         amendment,  if any, thereto,  on file in the office of the Secretary of
         State of the State of Delaware and stating that such  documents are the
         only  charter  documents  of the  Company  on file in the office of the
         Secretary  of State of the State of Delaware  and that the Company is a
         limited partnership in good standing in the State of Delaware.

             (v) A written opinion of the Company's special counsel,  Kirkland &
         Ellis, in substantially the form of Exhibit "B-l" hereto.

            (vi) A written opinion of the General Counsel to the Company, Vernon
         T. Squires, Esq., in substantially the form of Exhibit "B-2" hereto.

           (vii) The Notes of the  Company  payable  to the order of each of the
         Lenders.

          (viii) A certificate,  signed by a Financial Officer, (i) stating that
         no Default or Unmatured Default has occurred and is continuing and (ii)
         setting  forth the  Pricing  Level as at the date of  delivery  of such
         certificate.

             (ix)  A  duly   completed   Loan/Credit   Related  Money   Transfer
         Instruction  for the Company in  substantially  the form of Exhibit "F"
         hereto.

             (x) A written opinion of Davis Polk & Wardwell, special counsel for
         the Agents, in substantially the form of Exhibit "J" hereto.

            (xi) Such other documents as the Documentation  Agent or its counsel
         may have reasonably requested.

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                  The  Documentation  Agent  shall  promptly  notify  the  other
parties hereto of its receipt of the foregoing documents.


                  4.2.  Initial Advance to each Eligible  Subsidiary.  No Lender
shall  be  required  to make  the  initial  Advance  hereunder  to any  Eligible
Subsidiary  unless  such  Eligible  Subsidiary  has  furnished  or  caused to be
furnished to the Documentation Agent:

                  (i) The Notes of such Eligible Subsidiary payable to the order
of each Lender.

             (ii) An opinion of counsel for such Eligible Subsidiary  reasonably
         acceptable to the  Documentation  Agent,  substantially  in the form of
         Exhibit "I" hereto and covering such additional matters relating to the
         transactions  contemplated  hereby  as the  Documentation  Agent or the
         Required Lenders may reasonably request.

            (iii) All documents  which the  Documentation  Agent may  reasonably
         request  relating to the  existence of such  Eligible  Subsidiary,  the
         corporate or partnership authority for and the validity of the Election
         to  Participate  of such Eligible  Subsidiary,  this  Agreement and the
         Notes of such  Eligible  Subsidiary,  and any  other  matters  relevant
         thereto,  all in form  and  substance  reasonably  satisfactory  to the
         Documentation Agent.

             (iv)  A  duly   completed   Loan/Credit   Related  Money   Transfer
         Instruction for such Eligible  Subsidiary in substantially  the form of
         Exhibit "F" hereto.

                  The  Documentation  Agent  shall  promptly  notify  the  other
parties hereto of its receipt of the foregoing documents.

                  4.3.  Each  Advance.  No Lender  shall be required to make any
Advance (including,  without limitation, the initial Advance hereunder),  unless
on the applicable Borrowing Date:

                  (i) Prior to and after  giving  effect to such  Advance  there
         exists no Default or Unmatured Default.

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                  (ii) The representations and warranties of the Company and (if
         other than the Company) the Borrower contained in Articles V and XIV of
         this Agreement are true and correct in all material respects as of such
         Borrowing  Date,  other than (x) Sections  5.4,  5.5(a) and 5.6,  which
         representations  and  warranties  are made  only as of the date of this
         Agreement and (y) in the case of any  Committed  Advance which does not
         result in an  increase  in the  aggregate  Dollar  Amount of  Committed
         Advances at the time outstanding, Sections 5.5(b) and 5.7.

                  (iii)  In  the  case  of  any  Competitive  Bid  Advance,  the
         Company's senior unsecured debt without  third-party credit enhancement
         is rated at least BBB-(Baa3) by at least one of S&P, Moody's or D&P.

                  Each borrowing of an Advance shall constitute a representation
and warranty by the Company and (if other than the  Company)  the Borrower  that
the conditions contained in Section 4.3(i) and (ii) have been satisfied.

                                    ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Lenders that:

                  5.1.          Organization and Authority.  The Company

                  (a) prior to the Effective  Date of the  Reorganization,  is a
         limited  partnership duly organized and validly existing under the laws
         of the State of  Delaware  and on and after the  Effective  Date of the
         Reorganization, will be duly incorporated, validly existing and in good
         standing under the laws of its jurisdiction of incorporation;

                  (b) has all  requisite  power and  authority and all necessary
         licenses and permits to own and operate its  properties and to carry on
         its business as now conducted;

                  (c) is duly licensed or qualified and is in good standing as a
         foreign limited  partnership (to the extent  qualification as a foreign
         limited  partnership  is permitted  by  statute),  or, on and after the
         Reorganization,  as a foreign corporation, in each jurisdiction wherein
         the failure to be so qualified  would  reasonably be expected to have a
         Material Adverse Effect; and

                  (d) does not  believe  that the  inability  of the  Company to
         qualify  as a foreign  limited  partnership  in any state in which such
         qualification  is not  permitted  by law will have a  Material  Adverse
         Effect.

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                  5.2. Organization and Authority of Subsidiaries. Each Material
Subsidiary:

                  (a)  is  a  limited   partnership,   general   partnership  or
         corporation, duly organized, validly existing and, where applicable, in
         good standing under the laws of its  jurisdiction of  incorporation  or
         the jurisdiction where organized, as the case may be;

                  (b) has all  requisite  power and  authority and all necessary
         licenses and permits to own and operate its  properties and to carry on
         its business as now conducted; and

                  (c) is duly licensed or qualified and is in good standing as a
         foreign  corporation or partnership (to the extent  qualification  as a
         foreign  partnership  is permitted by statute),  as the case may be, in
         each  jurisdiction  wherein  the  failure  to  be  so  qualified  would
         reasonably be expected to have a Material Adverse Effect.

The Company does not believe that the inability of any Material Subsidiary which
is a partnership to qualify as a foreign  partnership in any state in which such
qualification is not permitted by law will have a Material Adverse Effect.

                  5.3.          Organization and Authority of Corporate General
Partner.  The Corporate General Partner:

                  (a) is a corporation  duly organized,  validly existing and in
         good standing under the laws of the State of Delaware;

                  (b) has all  requisite  power and  authority and all necessary
         licenses and permits to own and operate its  properties and to carry on
         its business as now conducted; and

                  (c) is duly licensed or qualified and is in good standing as a
         foreign  corporation in each jurisdiction  wherein the failure to be so
         qualified  would  reasonably  be  expected  to have a Material  Adverse
         Effect.

                  5.4.  Business and Property.  The Lenders have each heretofore
been  furnished  with a copy of the Annual Report of the Parent on Form 10-K for
the fiscal year ended December 31, 1996 (the "Form 10-K"), the Annual Report to

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Shareholders  of the Parent for the fiscal  year ended  December  31,  1996 (the
"Annual  Report")  and  the  Information   Memorandum  dated  March,  1997  (the
"Information Memorandum") of the Company, which Information Memorandum generally
sets forth the business  conducted by the Company and its  Subsidiaries  and the
principal  properties of the Company and its  Subsidiaries.  The Form 10-K,  the
Annual Report, and the Information Memorandum are hereinafter referred to as the
"Disclosure Documents."

                  5.5. Financial Statements. (a) The consolidated balance sheets
of the Parent and its  subsidiaries  as of December 31, 1996, and the statements
of income and cash flows for the fiscal year ended on said date accompanied by a
report thereon containing an opinion unqualified as to scope limitations imposed
by the Parent and otherwise  without  qualification  except as therein noted, by
Arthur  Andersen LLP, have been  prepared in accordance  with GAAP  consistently
applied  except as therein noted,  fairly  present in all material  respects the
financial  position of the Company and its  Subsidiaries as of such date and the
results of their operations and cash flows for such period.

          (b) Since  December 31, 1996, no event or condition has occurred which
has had or which would  reasonably be expected to have a material adverse effect
on the properties,  business,  operations or financial  condition of the Company
and its Subsidiaries taken as a whole.


                  5.6. Full Disclosure.  The financial statements referred to in
Section  5.5 do  not,  nor do the  Disclosure  Documents  or any  other  written
statement furnished by the Parent or any Obligor to the Agents or the Lenders in
connection  with the  negotiation  of the Loan  Documents,  contain  any  untrue
statement  of a material  fact or omit a  material  fact  necessary  to make the
statements  contained  therein or herein not misleading as of the dates thereof.
There is no fact peculiar to the Company or its  Subsidiaries  which the Company
has not disclosed to the Lenders in writing which materially  affects  adversely
nor, so far as the Company can foresee,  will  materially  affect  adversely the
properties,  business,  operations or financial condition of the Company and its
Subsidiaries taken as a whole.

                  5.7.  Pending.  There are no  proceedings  pending  or, to the
knowledge of the Company  threatened,  against or affecting the Company,  any of
its General  Partners,  its Parent or any  Subsidiary in any court or before any

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governmental  authority or arbitration  board or tribunal which would reasonably
be  expected  to have a Material  Adverse  Effect.  Neither  the Company nor any
Subsidiary is in default with respect to any order of any court or  governmental
authority or arbitration board or tribunal which would reasonably be expected to
have a Material Adverse Effect.

                  5.8.  Loan Documents are Legal, Valid, Binding and Authorized.
The execution and delivery of the Loan Documents by the Company and compliance
by the Company with all of the provisions of the Loan Documents

                  (a) are  within  the power of the  Company  and have been duly
         authorized by proper action on the part of the Company; and

                  (b) will not violate in any material respect any provisions of
         any law or any order of any court or  governmental  authority or agency
         and will not conflict with or result in any breach of any of the terms,
         conditions or provisions  of, or constitute a default under the limited
         partnership  agreement  of  the  Company  or  any  indenture  or  other
         agreement or instrument  governing Debt or any other material agreement
         or  instrument  to which the  Company  is a party or by which it may be
         bound or result in the imposition of any liens or  encumbrances  on any
         property of the Company.

The  execution  and  delivery  by the  Company  of the  Loan  Documents  and the
performance of its  obligations  thereunder  have been duly authorized by proper
corporate and partnership proceedings,  and the Loan Documents constitute legal,
valid and binding  obligations of the Company enforceable against the Company in
accordance  with  their  terms,  except  as  enforceability  may be  limited  by
bankruptcy,  insolvency or similar laws affecting the  enforcement of creditors'
rights generally.

                  5.9. Governmental Consent. No approval, consent or withholding
of objection on the part of any regulatory  body,  state,  Federal or local,  is
necessary in connection  with the  execution,  delivery and  performance  by the
Company of the Loan  Documents  or  compliance  by the  Company  with any of the
provisions of the Loan Documents.

                  5.10.  Taxes. All United States Federal income tax returns and
all other material tax returns  required to be filed by the Parent,  the Company
or any Subsidiary in any jurisdiction  have, in fact, been filed, and all taxes,
and all  material  assessments,  fees and other  governmental  charges  upon the
Parent, the Company or any Subsidiary or upon any of their respective

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properties,  income or franchises, which are shown to be due and payable in such
returns have been paid. The Company does not know of any proposed additional tax
assessment  against the Parent, the Company or any Subsidiary for which adequate
provision  has not  been  made on its  accounts.  To the  best of the  Company's
knowledge,  the provisions for taxes on the books of the Parent, the Company and
each  Subsidiary  are  adequate for all open years,  and for its current  fiscal
period.

                  5.11.  Employee  Retirement  Income  Security Act of 1974. The
consummation of the  transactions  provided for in this Agreement and compliance
by the Company with the  provisions of the Loan  Documents  will not involve any
prohibited  transaction  within the meaning of the ERISA or Section  4975 of the
Code.  No  "employee  pension  benefit  plans",  as defined in ERISA  ("Plans"),
maintained  by the Company or any Person which is under common  control with the
Company within the meaning of Section  4001(b) of ERISA,  nor any trusts created
thereunder,  have incurred any  "accumulated  funding  deficiency" as defined in
Section  302 of ERISA.  Neither the  Company  nor, to the best of the  Company's
knowledge, any Person which is under common control with the Company, within the
meaning of Section  4001(b) of ERISA,  maintains any "qualified  defined benefit
plan" as defined in ERISA.

                  5.12.  Investment  Company  Act.12.  Investment  Company  Act.
Neither  the  Company  nor  any  Subsidiary  is an  "investment  company"  or an
"affiliated  person" thereof or an "affiliated person" of such affiliated person
as such terms are defined in the Investment Company Act of 1940, as amended.

                  5.13.  Compliance with Environmental Laws. Neither the Company
nor any Subsidiary is in violation of any applicable  Federal,  state,  or local
laws,  statutes,  rules,  regulations  or ordinances  relating to public health,
safety or the environment,  including, without limitation, relating to releases,
discharges,  emissions or disposals to air, water,  land or ground water, to the
withdrawal  or use of  ground  water,  to  the  use,  handling  or  disposal  of
polychlorinated  biphenyls  (PCB's),  asbestos  or  urea  formaldehyde,  to  the
treatment,  storage,  disposal or management of hazardous substances (including,
without  limitation,  petroleum,  crude oil or any  fraction  thereof,  or other
hydrocarbons),  pollutants or contaminants,  to exposure to toxic,  hazardous or
other  controlled,  prohibited or regulated  substances  which  violation  would
reasonably be expected to have a Material Adverse Effect.

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                  5.14.  Regulations  U and  X.  Margin  stock  (as  defined  in
Regulations  U and X)  constitutes  less than 25% of those assets of the Company
and its  Subsidiaries  which are subject to any limitation on sale,  pledge,  or
other restriction hereunder.

                                   ARTICLE VI

                                    COVENANTS

                  During the term of this Agreement, unless the Required Lenders
shall otherwise consent in writing:

                  6.1.1.  Information.  The Company  will deliver to each of the
Lenders:

                  (a) as soon as  available  and in any  event  within  120 days
         after the end of each  fiscal  year of the  Company,  consolidated  and
         consolidating  balance  sheets  of the  Company  and  its  Consolidated
         Subsidiaries  (subject  to Section  6.1.2) as of the end of such fiscal
         year and the  related  consolidated  and  consolidating  statements  of
         income and cash flows for such fiscal year,  setting forth in each case
         in  comparative  form the figures for the previous  fiscal  year,  such
         consolidated  statements to be reported on in a manner which  satisfies
         the financial  reporting  requirements  of the  Securities and Exchange
         Commission by a firm of  independent  public  accountants of nationally
         recognized standing;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three  quarters of each fiscal year of the
         Company, the internally prepared consolidated and consolidating balance
         sheets of the Company  and its  Consolidated  Subsidiaries  (subject to
         Section  6.1.2)  as  of  the  end  of  such  quarter  and  the  related
         consolidated and consolidating  statements of income and cash flows for
         such quarter and for the portion of the Company's  fiscal year ended at
         the end of such quarter,  setting forth in the case of such  statements
         of  income  and cash  flows in  comparative  form the  figures  for the
         corresponding  quarter and the  corresponding  portion of the Company's
         previous  fiscal  year,  all  certified  (subject  to  normal  year-end
         adjustments   and  the  absence  of   footnotes)   as  to  fairness  of
         presentation,  GAAP  and  consistency  by a  Financial  Officer  of the
         Company;

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<PAGE>
                  (c) simultaneously  with the delivery of each set of financial
         statements referred to in clauses (a) and (b) above, a certificate of a
         Financial Officer of the Company (i) setting forth in reasonable detail
         the  calculations  required  to  establish  whether  the Company was in
         compliance with the requirements of Sections 6.10, 6.15 and 6.16 on the
         date of such financial  statements and (ii) stating whether any Default
         or Unmatured Default exists on the date of such certificate and, if any
         Default or Unmatured  Default then  exists,  setting  forth the details
         thereof and the action  which the Company is taking or proposes to take
         with respect thereto;

                  (d) promptly upon the mailing  thereof to the  securityholders
         of the Parent generally,  copies of all financial  statements,  reports
         and proxy statements so mailed;

                  (e)  promptly   upon  the  filing   thereof,   copies  of  all
         registration  statements  (other  than  the  exhibits  thereto  and any
         registration  statements on Form S-8 or its  equivalent) and reports on
         Forms 10-K,  10-Q and 8-K (or their  equivalents)  which the Company or
         the  Parent  shall  have  filed  with  the   Securities   and  Exchange
         Commission; and

                  (f) from time to time such  additional  information  regarding
         the financial  position or business of the Company and its Subsidiaries
         as  the  Administrative  Agent,  at the  request  of  any  Lender,  may
         reasonably request.

                  6.1.2. Use of Parent Information. If the certificate furnished
pursuant to Section 6.1(c) shall state that (i) the financial  statements of the
Parent  and  its  subsidiaries  fairly  present  in all  material  respects  the
financial  condition of the Company and its  Consolidated  Subsidiaries  for the
period  in  respect  of which  such  certificate  shall  be  given  and (ii) the
consolidated   revenue  of  the  Company  and  its   Consolidated   Subsidiaries
constitutes  at least 98% of the  consolidated  revenues  of the  Parent and its
subsidiaries  and that the combined  assets of the Company and its  Consolidated
Subsidiaries  constitute at least 98% of the  consolidated  assets of the Parent
and its  subsidiaries,  then the  Company  may  furnish  consolidated  financial
statements of the Parent otherwise complying with the requirements of subsection
(a)  or (b)  above,  as  applicable,  in  lieu  of  the  consolidated  financial
statements  of  the  Company  specified  therein.  The  consolidating  financial
statements  required by such subsections  shall be prepared in substantially the
same format as those set forth in the Information Memorandum.

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<PAGE>
                  6.2. Use of Proceeds. The Company will, and will cause each of
its  Subsidiaries  to, use the proceeds of the  Advances  for general  corporate
purposes,  including  a  distribution  by  the  Company  to  the  Parent  in the
approximate  amount of  $626,000,000  to  provide  funds to enable the Parent to
repurchase  from WMX  Technologies,  Inc. and its  subsidiaries  ("WMX") limited
partnership  interests in the Parent and options to acquire limited  partnership
interests  in the Parent held by WMX (the "WMX  Repurchase").  The Company  will
not,  nor will it permit any  Subsidiary  to, use the proceeds of any Advance in
violation of Regulations U and X.

                  6.3. Notice of Default. Upon the obtaining of actual knowledge
thereof by a Financial  Officer,  the Company  will,  and will cause each of its
Subsidiaries  to, give prompt notice in writing to the  Administrative  Agent of
(i) the  occurrence  of any Default or  Unmatured  Default and what  actions the
Company  proposes  to take  with  respect  thereto,  if any,  and (ii) any other
development,  financial or otherwise, which would reasonably be expected to have
a material adverse effect on the properties,  business,  operations or financial
condition of the Company and its Subsidiaries taken as a whole.

                  6.4.  Inspection.  The  Company  will,  and  will  cause  each
Subsidiary  to,  permit the Lenders,  by their  respective  representatives  and
agents, to inspect any of the properties,  corporate books and financial records
of the Company and each  Subsidiary,  to examine and make copies of the books of
accounts and other financial records of the Company and each Subsidiary,  and to
discuss the affairs,  finances  and accounts of the Company and each  Subsidiary
with,  and to be advised as to the same by,  their  respective  officers at such
reasonable times and intervals as the Lenders may reasonably designate.

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                  6.5. Legal Existence,  Etc. The Company will preserve and keep
in force and effect,  and will cause each  Material  Subsidiary  to preserve and
keep in force and effect, its legal existence as a limited partnership,  general
partnership  or as a  corporation,  as the case  may be,  and all  licenses  and
permits  necessary  to the proper  conduct of its  business,  provided  that the
foregoing  shall not  prevent  (x) any  transaction  permitted  by Section  6.14
(including   without   limitation  the   Reorganization),   (y)  the  merger  or
consolidation  of  any  Eligible  Subsidiary  with,  or the  liquidation  of any
Eligible  Subsidiary into, any other Eligible  Subsidiary or, subject to Section
6.14,  the  Company or (z) the  merger or  consolidation  of any other  Material
Subsidiary  with or the  liquidation of any other Material  Subsidiary  into any
other Subsidiary or, subject to Section 6.14, the Company.

                  6.6. Insurance. The Company will maintain, and will cause each
Subsidiary to maintain,  insurance  coverage by financially  sound and reputable
insurers in such forms and amounts and against such risks as are  customary  for
companies of similar size and financial  strength engaged in the same or similar
business activities and owning and operating similar properties.

                  6.7.  Taxes,  Claims for Labor and Materials,  Compliance with
Laws.  The  Company  will  promptly  pay and  discharge,  and  will  cause  each
Subsidiary promptly to pay and discharge all material lawful taxes,  assessments
and governmental  charges or levies imposed upon the Company or such Subsidiary,
respectively,  or upon or in respect of all or any material part of the property
or business of the Company or such  Subsidiary,  all trade  accounts  payable in
accordance  with usual and customary  business  terms,  and all claims for work,
labor or  materials,  which if unpaid  might  become a lien or  charge  upon any
material  property of the Company or such  Subsidiary,  provided  the Company or
such Subsidiary shall not be required to pay any such tax,  assessment,  charge,
levy,  account  payable or claim if (i) the  validity,  applicability  or amount
thereof is being  contested in good faith by appropriate  actions or proceedings
which will  prevent  the  forfeiture  or sale of any  material  property  of the
Company or such Subsidiary or any material  interference with the use thereof by
the Company or such Subsidiary, and (ii) the Company or such Subsidiary shall

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set aside on its  books,  reserves  deemed  by it to be  adequate  with  respect
thereto.  The Company will promptly  comply,  and will cause each  Subsidiary to
comply, in all material respects with all laws, ordinances or governmental rules
and regulations to which it is subject, including without limitation, ERISA, the
Occupational Safety and Health Act of 1970, Federal  Insecticide,  Fungicide and
Rodenticide Act and Federal Environmental  Pesticide Control Act of 1972 and all
laws,  ordinances,  governmental rules and regulations relating to environmental
protection  in all  applicable  jurisdictions,  the  violation  of  which  would
reasonably be expected to have a Material Adverse Effect.

                  6.8. Maintenance, Etc. The Company will maintain, preserve and
keep,  and will  cause each  Subsidiary  to  maintain,  preserve  and keep,  its
properties  which are used in the conduct of its business  (whether owned in fee
or a leasehold  interest) in good repair and working order and from time to time
will make all necessary repairs, replacements, renewals and additions so that at
all times (in the Company's reasonable judgment) the efficiency thereof shall be
maintained,  except where the failure to do so would not  reasonably be expected
to have a Material Adverse Effect.

                  6.9.   Nature  of  Business.   Neither  the  Company  nor  any
Subsidiary  will engage in any business if, as a result,  the general  nature of
the business,  taken on a consolidated  basis, which would then be engaged in by
the Company and its Subsidiaries would be substantially changed from the general
nature of the  business  engaged  in by the  Company  and its  Subsidiaries  and
described in the Annual Report.

                  6.10.  Restricted  Payments.  The  Company  will  not make any
Restricted  Payment  if at the time of such  Restricted  Payment  and  after the
giving  effect  thereto a Default  shall have  occurred  and be  continuing.  In
addition,  the  Company  will not make any  Restricted  Payment if after  giving
effect  thereto the  aggregate  amount of  Restricted  Payments  made during the
period from and after April 1, 1995 to and  including  the date of the making of
the Restricted  Payment in question would exceed the sum of (i) Consolidated Net
Income for such period,  computed on a cumulative  basis for such entire period,
(ii) the net proceeds (whether cash or other property,  and in the case of other
property,  at a value determined by the Company reasonably and in good faith) to
the  Company  from the issue or sale of Equity  Interests  in the Company or the
Parent on or after April 1, 1995 and (iii) $100,000,000.

                  For the  purposes  of this  Section  6.10  the  amount  of any
Restricted  Payment  declared,  paid or  distributed  in property of the Company
shall be deemed to be the  greater  of the book value or fair  market  value (as
determined in good faith by the Board of Directors) of such property at the time
of the making of the Restricted Payment in question.

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                  6.11.  Payment of Dividends by Subsidiaries.  The Company will
not and  will not  permit  any  Subsidiary  to enter  into any  agreement  which
restricts  the ability of any  Subsidiary to declare any dividend or to make any
distribution  on  any  Equity  Interest  of  such  Subsidiary,  other  than  the
restrictions set forth in Schedule 6.11.

                  6.12.  Transactions  with  Affiliates..12.  Transactions  with
Affiliates.  The Company will not, and will not permit any  Subsidiary to, enter
into  or be a party  to,  any  material  transaction  or  arrangement  with  any
Affiliate (including without limitation,  the purchase from, sale to or exchange
of property  with,  or the  rendering of any service by or for, any  Affiliate),
except in the ordinary course of and pursuant to the reasonable  requirements of
the Company's or such  Subsidiary's  business and upon fair and reasonable terms
no less  favorable to the Company or such  Subsidiary  than would  reasonably be
expected to be obtained in a comparable  arm's-length  transaction with a Person
other than an  Affiliate;  provided  that the  foregoing  shall not  prevent the
transactions  described in the Proxy Statement  relating to the  Reorganization.
For the purposes of this Section 6.12,  the  incurrence of Debt which is payable
to the Parent or the  Surviving  Parent shall not be  prohibited so long as such
Debt is  permitted  pursuant  to Section  6.15 and shall  have  terms  which are
comparable to the terms which would  reasonably be expected to be obtained in an
arm's-length transaction with a Person other than an Affiliate. It is understood
that the  relationship  between the Company and the  Corporate  General  Partner
established  by  the  Company's  agreement  of  limited  partnership,   and  the
performance of such  agreement by the parties  thereto,  do not contravene  this
Section 6.12.

          6.13.  Negative  Pledge.  Neither the Company nor any Subsidiary  will
     create,  assume  or  suffer  to exist  any Lien on any  asset  now owned or
     hereafter acquired by it, except:

                  (a) Liens existing on the date of this Agreement securing Debt
         outstanding on the date of this Agreement;

                  (b) any Lien existing on any asset of any corporation or other
         entity  at  the  time  such  corporation  or  other  entity  becomes  a
         Subsidiary and not created in contemplation of such event;

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                  (c) any Lien on any asset  securing  Debt  incurred or assumed
         for the purpose of  financing  all or any part of the cost of acquiring
         such asset, provided that such Lien attaches to such asset concurrently
         with or within 90 days after the acquisition thereof;

                  (d) any Lien on any asset of any  corporation  or other entity
         existing  at the time  such  corporation  or other  entity is merged or
         consolidated  with or into the Company or a Subsidiary  and not created
         in contemplation of such event, provided that such Lien does not extend
         to any additional assets;

                  (e) any Lien  existing on any asset  prior to the  acquisition
         thereof by the Company or a Subsidiary and not created in contemplation
         of such acquisition;

                  (f)  any  Lien  arising  out  of the  refinancing,  extension,
         renewal or refunding  of any Debt secured by any Lien  permitted by any
         of the foregoing  clauses of this  Section,  provided that such Debt is
         not increased and is not secured by any additional assets;

                  (g) Liens  imposed by any  governmental  authority  for taxes,
         assessments or charges not yet due or that are being  contested in good
         faith and by appropriate  proceedings if adequate reserves with respect
         thereto are  maintained on the books of the Company in accordance  with
         GAAP;

                  (h)  carriers',  warehousemen's,   mechanics',  materialmen's,
         repairmen's  or other like  Liens  arising  in the  ordinary  course of
         business that are not overdue for a period of more than 30 days or that
         are being  contested in good faith and by appropriate  proceedings  and
         Liens securing judgments but only to the extent for an amount and for a
         period not resulting in a Default under Section 7.6 hereof;

                  (i)  pledges  or   deposits   under   worker's   compensation,
         unemployment insurance and other social security legislation;

                  (j)  deposits  to  secure  the  performance  of  bids,   trade
         contracts  (other than for Debt or  Derivatives  Obligations),  leases,
         statutory  obligations,  surety  bonds,  appeal  bonds with  respect to
         judgments  not  exceeding  $25,000,000,  performance  bonds  and  other
         obligations  of a like  nature  incurred  in  the  ordinary  course  of
         business;

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                  (k) easements,  rights-of-way,  restrictions and other similar
         encumbrances   incurred  in  the   ordinary   course  of  business  and
         encumbrances  consisting of zoning restrictions,  easements,  licenses,
         restrictions  on the use of  property or minor  imperfections  in title
         thereto that, in the aggregate, are not material in amount, and that do
         not in any  case  materially  detract  from the  value of the  property
         subject thereto or interfere with the ordinary  conduct of the business
         of the Company and its Subsidiaries;

                  (l) other Liens arising in the ordinary course of its business
         which (i) do not secure Debt or  Derivatives  Obligations,  (ii) do not
         secure any obligation in an amount  exceeding  $25,000,000 and (iii) do
         not in the aggregate materially detract from the value of its assets or
         materially impair the use thereof in the operation of its business;

                  (m) Liens arising from receivables financings accounted for as
         sales under generally accepted accounting principles; provided that the
         aggregate  unrecovered  investment of the  purchasers  shall at no time
         exceed $100,000,000 (plus accrued interest);

                  (n) Liens on cash and cash  equivalents  securing  Derivatives
         Obligations,  provided  that  the  aggregate  amount  of cash  and cash
         equivalents  subject to such Liens may at no time  exceed  $10,000,000;
         and

                  (o) Liens not otherwise  permitted by the foregoing clauses of
         this Section securing Debt in an aggregate  principal or face amount at
         any date not to exceed $25,000,000.

                  6.14.  Consolidations,  Mergers  and Sales of Assets.  (a) The
Company will not (i)  consolidate or merge with or into any other Person or (ii)
sell, lease or otherwise  transfer all or substantially all of its assets to any
other Person,  provided that the foregoing provisions of this Section 6.14 shall
not preclude (w) consummation of the Reorganization,  (x) the liquidation of the
Surviving Company into the Surviving Parent,  (y) any merger or consolidation to
which  the  Company  is a party or (z) with the  prior  written  consent  of the
Required Lenders,  the sale or other transfer of all or substantially all of the
assets of the Company so long as, in the case of each of (w),  (x), (y) and (z),
(i) at the time the Surviving Company,  in the case of the  Reorganization,  the
Surviving Parent, in the case of a liquidation of the Surviving Company into it,
the  surviving  entity,  in  the  case  of a  merger  or  consolidation,  or the
transferee,  in the case of a sale of all or substantially  all of the assets of
the Company, is organized under the laws of the United States of America or a

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state  thereof  and  (except in the case of a merger in which the Company is the
surviving  entity)  expressly  assumes all  obligations of the Company under the
Loan  Documents  pursuant  to an  instrument  in form and  substance  reasonably
satisfactory to the Required  Lenders and (ii) after giving effect  thereto,  no
Default or Unmatured Default shall have occurred and be continuing.

                  (b) The Company will not sell,  lease or  otherwise  transfer,
directly or indirectly, in any period of four consecutive fiscal quarters assets
having an aggregate  net book value greater than 20% of the  consolidated  total
assets of the Company and its  Subsidiaries at the  commencement of such period;
provided that this  subsection (b) shall not apply to sale or other  disposition
in the ordinary course of business of inventory or obsolete equipment.

                  6.15.  Leverage Test.  Consolidated Debt shall at no time
exceed the Debt Limit.

                  6.16.  Subsidiary  Debt  Limitation.  The  aggregate  Debt  of
Subsidiaries,  exclusive  of (i)  Debt  under  this  Agreement  and  the  5-Year
Agreement and (ii) Debt owing to the Company or a  Subsidiary,  shall at no time
exceed 20% of the Debt Limit.

                                   ARTICLE VII

                                    DEFAULTS

                  The  occurrence  of any one or more  of the  following  events
shall constitute a Default:

                  7.1. Any  representation or warranty made or deemed made under
Article IV by any Obligor to the Lenders or the Administrative Agent under or in
connection with this Agreement or any certificate or other document delivered in
connection  with this  Agreement or any other Loan Document  shall be materially
false on the date as of which made or deemed made.

                  7.2.  Nonpayment  of  principal  of  any  Note  when  due,  or
nonpayment of interest upon any Note or of any facility fee or other obligations
under any of the Loan Documents within five days after the same becomes due.

                  7.3.  The  breach  by the  Company  of any  of  the  terms  or
provisions of Sections 6.10 through 6.16.

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                  7.4.  The breach by the  Company  (other  than a breach  which
constitutes  a Default  under  Section  7.1,  7.2 or 7.3) of any of the terms or
provisions of this Agreement  which is not remedied within thirty days after the
earlier of (a) any  Financial  Officer of the Company  having  knowledge of such
breach or (b) written notice from the Administrative Agent or any Lender.

                  7.5.  Default by the Company or any  Subsidiary in the payment
of the principal of or interest on any Debt and/or Derivatives Obligations in an
aggregate  amount of  $25,000,000 or more, as and when the same shall become due
and payable by the lapse of time,  by  declaration,  by call for  redemption  or
otherwise,  and such default shall continue  beyond the period of grace, if any,
allowed with respect thereto.

                  7.6.  Default or the  happening of any event shall occur under
any  indenture,   agreement,  or  other  instrument  under  which  any  Material
Commitment is made or any Debt of the Company or any  Subsidiary in an aggregate
amount of  $25,000,000  or more is  outstanding  and such default or event shall
continue  for a period of time  sufficient  to permit  the  acceleration  of the
maturity of any Debt of the Company or any Subsidiary  outstanding thereunder or
to permit  termination  of any  Material  Commitment,  provided any such default
which  exists  solely on account of the  Reorganization  shall not  constitute a
Default or Unmatured Default under this Section 7.6 once such default shall have
been  waived  by the  holders  of such  Debt  or the  makers  of  such  Material
Commitment.

                  7.7. The Corporate  General  Partner  shall  withdraw from the
Company  (except  in  connection  with  the  Reorganization)  and  no  successor
Corporate General Partner shall have been elected prior thereto or substantially
simultaneously  therewith  in  accordance  with  Section  12.1  of  the  limited
partnership agreement of the Company.

                  7.8. A  custodian,  trustee or receiver is  appointed  for the
Company,  the Corporate  General  Partner or any Material  Subsidiary or for the
major part of the property of any of the foregoing and is not discharged  within
30 days after such appointment.

                  7.9.  Final  judgment  or  judgments  for the payment of money
aggregating in excess of $25,000,000 is or are  outstanding  against the Company
or any Subsidiary and such judgments have remained unpaid,  unvacated,  unbonded
or unstayed by appeal or otherwise for a period of 30 days.

                  7.10.  The  Company,  the  Corporate  General  Partner  or any
Material  Subsidiary becomes insolvent or bankrupt,  is generally not paying its
debts as they become due or makes an assignment for the benefit of creditors, or

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the Company,  the Corporate General Partner or any Material Subsidiary causes or
suffers an order for relief to be entered  with  respect to it under  applicable
Federal  bankruptcy  law or applies  for or  consents  to the  appointment  of a
custodian, trustee or receiver for the Company, the Corporate General Partner or
such  Material  Subsidiary  or for the major part of the  property of any of the
foregoing.

                  7.11.  Bankruptcy,  reorganization,  arrangement or insolvency
proceedings, or other proceedings for relief under any bankruptcy or similar law
or laws for the relief of debtors, are instituted by or against the Company, the
Corporate General Partner or any Material Subsidiary, and, if instituted against
the Company,  the  Corporate  General  Partner or any Material  Subsidiary,  are
consented to or are not dismissed within 60 days after such institution.

                  7.12.         Any Change of Control shall occur.

                  7.13. The Guaranty of the Company under Article XV shall cease
to be in full force and effect or the  Company  shall  contest in any manner the
validity,  binding nature or  enforceability  of Article XV, in either case at a
time when any Loans are outstanding hereunder to an Eligible Subsidiary.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

                  8.1.  Acceleration.  If any Default  described in Section 7.8,
7.10 or 7.11 occurs with respect to the Company,  the obligations of the Lenders
to make Loans hereunder shall automatically  terminate and the Obligations shall
immediately  become due and  payable  without  presentment,  demand,  protest or
notice of any kind (all of which the  Company  hereby  expressly  waives) or any
other election or action on the part of the Administrative  Agent or any Lender.
If any other Default occurs,  the Required  Lenders may terminate or suspend the
obligations of the Lenders to make Loans  hereunder,  or declare the Obligations
to be due and  payable,  or both,  in  either  case upon  written  notice to the
Company,  whereupon the  Obligations  shall become  immediately due and payable,
without presentment, demand, protest or further notice of any kind, all of which
each Obligor hereby expressly waives.

                  8.2.  Amendments.  Subject to the  provisions  of this Article
VIII, the Loan Documents may be amended to add or modify any provisions  thereof

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or change in any manner the rights of the Lenders or the Obligors  thereunder or
waive  any  Default  thereunder,  but only in a writing  signed by the  Required
Lenders (or the Documentation  Agent with the consent in writing of the Required
Lenders) and the Company; provided, however, that no such supplemental agreement
shall, without the consent of each Lender affected thereby:

         (i)      Extend  the  maturity  of any  Loan  or  Note  or  reduce  the
                  principal  amount  thereof,  or reduce  the rate or extend the
                  time of payment of interest thereon or fees under Section 2.4.

         (ii)     Change the  percentage  of the  Commitments  or the  aggregate
                  unpaid principal amount, or the number of Lenders, which shall
                  be required  for the Lenders or any of them to take any action
                  under this Section 8.2 or any other  provision  (including any
                  definition) of this Agreement.

        (iii)     Extend  the  Termination  Date or  increase  the amount of the
                  Commitment of any Lender hereunder,  or permit any Borrower to
                  assign its rights or obligations  under this Agreement  except
                  in connection with the  Reorganization  and in compliance with
                  the terms of Section 6.5 and 6.14.

         (iv) Amend Section 2.5.13(a), Section 8.1 or this Section 8.2.

         (v) Release the Company from its obligations under Article XV.

No amendment of any provision of this  Agreement  relating to either Agent shall
be effective without the written consent of such Agent. The Administrative Agent
may waive payment of the fee required under Section 12.3.2 without obtaining the
consent of any of the Lenders.  No amendment shall, unless signed by an Eligible
Subsidiary,  (w) subject such Eligible Subsidiary to any additional  obligation,
(x) increase the  principal  of or rate of interest on any  outstanding  Loan of
such Eligible Subsidiary,  (y) accelerate the stated maturity of any outstanding
Loan of such Eligible Subsidiary or (z) change this proviso.

                  8.3.  Preservation  of  Rights.  No delay or  omission  of any
Lender or Agent to exercise any right under the Loan Documents shall impair such
right or be construed to be a waiver of any Default or an acquiescence  therein,
and the  making of a Loan  notwithstanding  the  existence  of a Default  or the
inability of the Borrower to satisfy the conditions precedent to such Loan shall
not constitute any waiver or acquiescence. Any single or partial exercise of any

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such right shall not preclude other or further  exercise thereof or the exercise
of any other right,  and no waiver,  amendment or other  variation of the terms,
conditions or provisions of the Loan Documents  whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing  specifically set forth. All remedies contained in
the Loan  Documents  or by law  afforded  shall be  cumulative  and all shall be
available to the Agents and the Lenders until the Obligations  have been paid in
full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

                  9.1.  Survival of  Representations.  All  representations  and
warranties of the Obligors contained in this Agreement shall survive delivery of
the Notes and the making of the Loans herein contemplated.

          9.2.  Headings.  Section  headings  in  the  Loan  Documents  are  for
     convenience of reference only, and shall not govern the  interpretation  of
     any of the provisions of the Loan Documents.

                  9.3. Entire  Agreement.  The Loan Documents  embody the entire
agreement and understanding  among the Obligors,  the Agents and the Lenders and
supersede all prior agreements and understandings among the Obligors, the Agents
and the Lenders relating to the subject matter thereof except as contemplated in
Section 10.12.

                  9.4. Several  Obligations.  The respective  obligations of the
Lenders  hereunder  are several and not joint and no Lender shall be the partner
or agent of any other  (except to the extent to which either Agent is authorized
to act as such).  The  failure of any Lender to perform  any of its  obligations
hereunder  shall  not  relieve  any  other  Lender  from any of its  obligations
hereunder.  No Lender  shall  have any  liability  for the  failure of any other
Lender  to  perform  its  obligations  hereunder.  This  Agreement  shall not be
construed  so as to confer any right or benefit  upon any Person  other than the
parties to this Agreement and their respective successors and assigns.

                  9.5.   Expenses;   Indemnification.   (a)  The  Company  shall
reimburse  (i) the  Agents  for  any  reasonable  costs,  internal  charges  and
out-of-pocket  expenses  (including  reasonable  attorneys' fees of Davis Polk &
Wardwell, special counsel for the Agents) paid or incurred by either Agent in

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connection  with  the  preparation,   review,  execution,  delivery,  amendment,
modification and administration of the Loan Document and (ii) the Agents and the
Lenders for any reasonable costs,  internal charges and  out-of-pocket  expenses
(including  reasonable attorneys' fees and allocated costs of inside counsel for
the Agents and the  Lenders)  paid or incurred by either  Agent or any Lender in
connection  with the  collection  and  enforcement  of the Loan  Documents,  any
refinancing  or  restructuring  of the credit  arrangements  provided under this
Agreement  in the  nature  of a  "work-out"  or  any  insolvency  or  bankruptcy
proceedings in respect of any Obligor.

                  (b) The Company  further  agrees to  indemnify  each Agent and
each  Lender,  their  respective  affiliates,   and  the  respective  directors,
officers,  employees and agents of the  foregoing,  against all losses,  claims,
damages,  penalties,  judgments,  liabilities and expenses  (including,  without
limitation,  all expenses of litigation or preparation  therefor  whether or not
the Agent or any  Lender is a party  thereto)  (collectively,  the  "Indemnified
Amounts")  which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or the
direct or indirect  application  or proposed  application of the proceeds of any
Loan  hereunder;  provided that it is understood  that the Company shall not, in
respect of the legal  expenses of the Lenders in connection  with any proceeding
or  related  proceedings  in the same  jurisdiction,  be liable for the fees and
expenses of more than one separate  firm (in addition to any local  counsel) for
all Lenders designated by the Agents (except if and to the extent that, owing to
existing or potential  conflicts  of interest  among them,  such  counsel  shall
advise  that  representation  of all  Lenders  by a  single  firm  would  not be
appropriate); and provided, further, that the Company shall not be liable to any
Lender for any  Indemnified  Amounts (x) resulting from the gross  negligence or
willful  misconduct of such Lender,  its  affiliates or any of their  respective
officers,  directors,  employees  and agents or (y)  constituting  the costs and
expenses of  prosecuting a suit or proceeding  commenced by such Lender which is
finally determined  adversely to such Lender (any counterclaim  asserted against
such  Lender  being  treated as a separate  proceeding  for this  purpose).  The
obligations of the Company under this Section 9.5 shall survive the  termination
of this Agreement.

                  9.6. Numbers of Documents.  All statements,  notices,  closing
documents,  and  requests  hereunder  shall  be  furnished  to  the  Agent  with
sufficient  counterparts  so that  the  Agents  may  furnish  one to each of the
Lenders.

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                  9.7.  Severability  of  Provisions.  Any provision in any Loan
Document  that is held  to be  inoperative,  unenforceable,  or  invalid  in any
jurisdiction shall, as to that jurisdiction, be inoperative,  unenforceable,  or
invalid without  affecting the remaining  provisions in that jurisdiction or the
operation,   enforceability,   or  validity  of  that  provision  in  any  other
jurisdiction,  and to this end the provisions of all Loan Documents are declared
to be severable.

                  9.8.  Nonliability of Lenders.  The  relationship  between the
Obligors  and the  Lenders  and the  Agents  shall be solely  that of debtor and
creditor. Neither Agent nor any Lender shall have any fiduciary responsibilities
to any Obligor.  Neither Agent nor any Lender  undertakes any  responsibility to
any Obligor to review or inform any Obligor of any matter in connection with any
phase of its business or operations.

                  9.9.  Choice of Law. The loan  documents  shall be governed by
and  construed  in  accordance  with  the  internal  laws  (and  not  the law of
conflicts) of the State of New York.

                  9.10. Consent to Jurisdiction. Each obligor hereby irrevocably
submits to the  non-exclusive  jurisdiction  of any United States Federal or New
York State Court  sitting in New York City in any action or  proceeding  arising
out of or relating to any loan  documents  and each obligor  hereby  irrevocably
agrees that all claims in respect of such action or proceeding  may be heard and
determined in any such court and irrevocably waives to the extent allowed by law
any  objection  it may now or  hereafter  have as to the venue of any such suit,
action  or  proceeding  brought  in  such a  court  or  that  such  court  is an
inconvenient forum.  Nothing herein shall limit the right of either agent or any
lender to bring  proceedings  against  any  obligor  in the  courts of any other
jurisdiction. Any judicial proceeding by any obligor against either agent or any
lender or any  affiliate  of either agent or any lender  involving,  directly or
indirectly,  any matter in any way arising out of, related to, or connected with
any loan document shall be brought only in a court in New York City, unless such
obligor is unable to obtain such jurisdiction.

                  9.11.  Waiver of Jury Trial.  Each  obligor,  agent and lender
hereby  waives  to the  extent  allowed  by law  trial  by jury in any  judicial
proceeding  involving,  directly or indirectly,  any matter (whether sounding in
tort, contract or otherwise) in any way arising out of, related to, or connected
with any loan document or the relationship established thereunder.

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                  9.12.   Confidentiality.   Each  Lender  agrees  to  hold  any
confidential  information  which it may receive from the Parent,  the Company or
any of its  Subsidiaries  pursuant to this Agreement in  confidence,  except for
disclosure (i) to other Lenders and their respective  Affiliates,  (ii) to legal
counsel,  accountants,  and other professional advisors to that Lender, (iii) to
regulatory  officials  upon  their  request  or  otherwise  pursuant  to  law or
regulation,  (iv) as requested pursuant to or as required by law, regulation, or
legal process,  (v) in connection with any legal proceeding to which that Lender
is a party, and (vi) permitted by Section 12.4. The restrictions in this Section
9.12 shall not apply to any information which is or becomes generally  available
to the  public  other than as a result of  disclosure  by a Lender or a Lender's
representatives.

                                    ARTICLE X

                                   THE AGENTS

                  10.1.  Appointment.   First  Chicago  and  Morgan  are  hereby
appointed Administrative Agent and Documentation Agent, respectively,  hereunder
and  under  each  other  Loan  Document,  and  each of the  Lenders  irrevocably
authorizes  each such  Agent to act as the  contractual  representative  of such
Lender.  Each  such  Agent  agrees to act as such  upon the  express  conditions
contained in this Article X. Neither  Agent shall have a fiduciary  relationship
in respect of any Lender by reason of this Agreement.

                  10.2.  Powers.  Each Agent  shall have and may  exercise  such
powers under the Loan Documents as are  specifically  delegated to such Agent by
the terms  thereof,  together  with such  powers  as are  reasonably  incidental
thereto.  Neither  Agent shall have any implied  duties to the  Lenders,  or any
obligation  to the  Lenders  to take any  action  thereunder  except  any action
specifically provided by the Loan Documents to be taken by such Agent.

                  10.3.   General  Immunity.   Neither  Agent  nor  any  of  its
affiliates nor any of their respective directors,  officers, agents or employees
shall be liable to any Obligor or any Lender for any action  taken or omitted to
be  taken  by it or them in  their  respective  agency  capacities  under  or in
connection  with this Agreement  except for its own gross  negligence or willful
misconduct.

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                  10.4. No  Responsibility  for Loans,  Recitals,  etc.  Neither
Agent nor any of its affiliates nor any of their respective directors, officers,
agents or  employees  shall be  responsible  for or have any duty to  ascertain,
inquire into, or verify (i) any statement,  warranty or  representation  made in
connection  with  any  Loan  Document  or  any  borrowing  hereunder;  (ii)  the
performance  or  observance of any of the covenants or agreements of any Obligor
under any Loan Document;  (iii) the  satisfaction of any condition  specified in
Article IV, except receipt of items  required to be delivered to such Agent;  or
(iv) the  validity,  effectiveness  or  genuineness  of any Loan Document or any
other instrument or writing  furnished in connection  therewith,  except for the
authority of such Agent's signatory to this Agreement.

                  10.5.  Action on Instructions of Lenders.  Each Agent shall in
all cases be fully protected in acting, or in refraining from acting,  hereunder
and under any other Loan Document in accordance with written instructions signed
by the Required Lenders (or, where so specified  herein,  all the Lenders),  and
such  instructions and any action taken or failure to act pursuant thereto shall
be binding on all of the Lenders  and on all holders of Notes.  Each Agent shall
be fully justified in failing or refusing to take any action hereunder and under
any other Loan Document unless it shall first be indemnified to its satisfaction
by the Lenders pro rata against any and all liability,  cost and expense that it
may incur by reason of taking or  continuing  to take any such action,  provided
that,  such indemnity  need not include  liability,  costs and expenses  arising
solely from the gross negligence or willful misconduct of the Agent.

                  10.6. Employment of Agents and Counsel. Each Agent may execute
any of its duties as Agent  hereunder  and under any other Loan  Document  by or
through employees,  agents, and attorneys-in-fact and shall not be answerable to
the Lenders,  except as to money or securities  received by it or its authorized
agents,  for the default or misconduct  of any such agents or  attorneys-in-fact
selected by it with  reasonable  care. Each Agent shall be entitled to advice of
counsel  concerning all matters  pertaining to the agency hereby created and its
duties hereunder and under any other Loan Document.

                  10.7.  Reliance  on  Documents;  Counsel.  Each Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram,  statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect

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to legal  matters,  upon the  opinion of counsel  selected in good faith by such
Agent,  which  counsel may be  employees  of such Agent or may be counsel for an
Obligor.

                  10.8. Agent's  Reimbursement and Indemnification.  The Lenders
agree to reimburse  and  indemnify  each Agent  ratably in  proportion  to their
respective  Commitments  (i) for any amounts not  reimbursed  by the Company for
which such Agent is entitled  to  reimbursement  by the  Company  under the Loan
Documents, (ii) for any other expenses not reimbursed by the Company incurred by
such  Agent on  behalf  of the  Lenders,  in  connection  with the  preparation,
execution,  delivery,  administration  and enforcement of the Loan Documents and
(iii) for any liabilities,  obligations,  losses, damages,  penalties,  actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any kind and  nature
whatsoever and not  reimbursed by the Company which may be imposed on,  incurred
by or asserted  against  such Agent in any way relating to or arising out of the
Loan  Documents or any other document  delivered in connection  therewith or the
transactions  contemplated  thereby,  or the  enforcement  of  any of the  terms
thereof or of any such other documents,  provided that no Lender shall be liable
for any of the  foregoing to the extent they arise from the gross  negligence or
willful misconduct of such Agent.

                  10.9.  Rights as a Lender.  With  respect  to its  Commitment,
Loans  made by it and the Notes  issued to it,  each  Agent  shall have the same
rights and powers  hereunder and under any other Loan Document as any Lender and
may exercise the same as though it were not an Agent,  and the term  "Lender" or
"Lenders" shall, unless the context otherwise  indicates,  include each Agent in
its individual capacity. Each Agent may accept deposits from, lend money to, and
generally engage in any kind of trust,  debt,  equity or other  transaction,  in
addition to those  contemplated  by this  Agreement or any other Loan  Document,
with the Company or any of its Subsidiaries.

                  10.10.  Lender Credit Decision.  Each Lender acknowledges that
it has, independently and without reliance upon either Agent or any other Lender
and based on the  financial  statements  submitted by the Company and such other
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis and decision to enter into this Agreement and the other Loan Documents.
Each Lender also acknowledges  that it will,  independently and without reliance
upon  either  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  decisions in taking or not taking  action under this  Agreement  and the
other Loan Documents.

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                  10.11.  Successor Agent.  Each Agent may resign at any time by
giving at least 30 days'  prior  written  notice  thereof to the Lenders and the
Company  and such  resignation  shall be  effective  upon the  appointment  of a
successor agent.  Upon any such resignation,  the Company,  with the approval of
the Required  Lenders,  shall have the right to appoint a successor Agent. If no
successor  Agent  shall  have been so  appointed  and  approved  and shall  have
accepted such  appointment  within thirty days after the retiring Agent's giving
notice of  resignation,  then the retiring Agent may appoint a successor  Agent.
Such  successor  Agent shall be a commercial  bank with an office located in the
United  States of America  having  capital  and  retained  earnings  of at least
$1,000,000,000.  Upon the acceptance of any  appointment as Agent hereunder by a
successor  Agent,  such successor  Agent shall  thereupon  succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent.
The retiring Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents  upon the  effectiveness  of its  resignation
hereunder.  After any  retiring  Agent's  resignation  hereunder  as Agent,  the
provisions of this Article X shall continue in effect for its benefit in respect
of any  actions  taken or omitted to be taken by it while it was acting as Agent
hereunder and under the other Loan Documents.

          10.12.  Agents' Fees.  The Company  hereby agrees to pay to each Agent
     for its sole account such fees as heretofore agreed upon by the Company and
     such Agent in writing.

                                   ARTICLE XI

                             SETOFF RATABLE PAYMENTS

                  11.1.  Setoff. In addition to, and without  limitation of, any
rights of the Lenders under  applicable law, if any Obligor  becomes  insolvent,
however  evidenced,  or any Default occurs,  any indebtedness from any Lender to
any Obligor  (including all account balances,  whether  provisional or final and
whether or not  collected  or  available)  may be offset and applied  toward the
payment of the Obligations owing by such Obligor to such Lender,  whether or not
such Obligations, or any part hereof, shall then be due.

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                  11.2.  Ratable Payments.  If any Lender,  whether by setoff or
otherwise,  has  payment  made to it upon its share of any  Advance  (other than
payments  received  pursuant to Article III) in a greater  proportion  than that
received by any other  Lender,  such Lender  agrees,  promptly  upon demand,  to
purchase  a  portion  of the Loans  comprising  that  Advance  held by the other
Lenders so that after such purchase each Lender will hold its ratable proportion
of the  unpaid  Loans  comprising  that  Advance.  If  any  Lender,  whether  in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives  collateral or other  protection  for its  Obligations  or such amounts
which may be subject to setoff,  such Lender  agrees,  promptly upon demand,  to
take such action  necessary  such that all Lenders share in the benefits of such
collateral  ratably in  proportion  to their Loans.  In case any such payment is
disturbed by legal process, or otherwise,  appropriate further adjustments shall
be made.

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

                  12.1.  Successors and Assigns. The terms and provisions of the
Loan  Documents  shall be binding upon and inure to the benefit of the Obligors,
the Agents and the Lenders and their respective  successors and assigns,  except
that (i) no Obligor  shall  have the right to assign  its rights or  obligations
under the Loan Documents (except in a transaction expressly permitted by Section
6.5 or 6.14(a)) and (ii) any assignment by any Lender must be made in compliance
with Section 12.3.  Notwithstanding  clause (ii) of this Section, any Lender may
at any time,  without the consent of any Obligor or either Agent,  assign all or
any  portion  of its  rights  under  this  Agreement  and its Notes to a Federal
Reserve  Bank;  provided,  however,  that no such  assignment  shall release the
transferor Lender from its obligations hereunder. Each Agent may treat the payee
of any Note as the owner  thereof for all purposes  hereof unless and until such
payee complies with Section 12.3 in the case of an assignment thereof or, in the
case of any other transfer,  a written notice of the transfer is filed with each
Agent.  Any assignee or transferee of a Note agrees by acceptance  thereof to be
bound by all the  terms  and  provisions  of the Loan  Documents.  Any  request,
authority  or consent of any Person,  who at the time of making such  request or
giving such authority or consent is the holder of any Note,  shall be conclusive
and binding on any subsequent holder,  transferee or assignee of such Note or of
any Note or Notes issued in exchange therefor.

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                  12.2.         Participations.

                  12.2.1. Permitted Participants; Effect. Any Lender may, in the
ordinary  course of its business and in accordance  with  applicable law, at any
time sell to one or more banks or other entities ("Participants")  participating
interests  in any Loan owing to such Lender,  any Note held by such Lender,  the
Commitment of such Lender,  or any other  interest of such Lender under the Loan
Documents;  provided,  however,  that,  except  in the  case  (i) of a sale of a
participation in a Competitive Bid Loan or (ii) a sale of a Participation to any
other Lender, such  participations  shall require the consent of the Company and
shall each be in a minimum amount of  $5,000,000.  In the event of any such sale
by  a  Lender  of  participating  interests  to  a  Participant,  such  Lender's
obligations under the Loan Documents shall remain  unchanged,  such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such  obligations,  such Lender shall remain the holder of any such Note for all
purposes  under the Loan  Documents,  all amounts  payable by the Obligors under
this  Agreement  shall  be  determined  as if  such  Lender  had not  sold  such
participating  interests, and the Obligors and the Agents shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents.

                  12.2.2. Voting Rights. Each Lender shall retain the sole right
to approve, without the consent of any Participant, any amendment,  modification
or waiver of any  provision  of the Loan  Documents  other  than any  amendment,
modification  or waiver  with  respect to any Loan or  Commitment  in which such
Participant  has an  interest  which  forgives  principal,  interest  or fees or
reduces  the  interest  rate or fees  payable  with  respect to any such Loan or
Commitment,  postpones  any date  fixed for any  regularly-scheduled  payment of
principal of, or interest or fees on, any such Loan or Commitment,  releases any
guarantor  of any such Loan,  if any, or  releases  any  substantial  portion of
collateral, if any, securing any such Loan.

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                  12.3.         Assignments.

                  12.3.1. Permitted Assignments. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time assign
to one or more banks or other entities  ("Purchasers") all or a portion (if such
Purchaser  is not a Lender  immediately  before  such  assignment,  in a minimum
amount of $10,000,000)  of its rights and obligations  under the Loan Documents.
Such assignment shall be  substantially  in the form of Exhibit "E" hereto.  The
consent of the Company and the Agents shall be required  prior to an  assignment
becoming  effective  with  respect to a Purchaser  which is not both a financial
institution and an affiliate of the transferor.  Such consents shall be given in
substantially the form attached as Exhibit "II" to Exhibit "E" hereto.

                  12.3.2.  Effect;  Effective  Date.  Upon (i)  delivery  to the
Company  and the  Agents of a notice of  assignment,  substantially  in the form
attached  as  Exhibit  "I" to Exhibit  "E"  hereto (a  "Notice of  Assignment"),
together  with any consent  required by Section  12.3.1,  and (ii)  payment of a
$3,500 fee to the  Administrative  Agent by the assignee or assignor  Lender for
processing  such  assignment,  such  assignment  shall  become  effective on the
effective  date  specified  in such  Notice  of  Assignment.  On and  after  the
effective date of such  assignment,  such Purchaser  shall for all purposes be a
Lender  party to this  Agreement  and any other Loan  Document  executed  by the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents,  to the same extent as if it were an original  party  hereto,  and no
further  consent or action by the  Obligors,  the Lenders or the Agents shall be
required to release the transferor  Lender with respect to the percentage of the
Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation
of any assignment to a Purchaser pursuant to this Section 12.3.2, the transferor
Lender, the Agents and the Obligors shall make appropriate  arrangements so that
replacement  Notes are  issued to such  transferor  Lender  and new Notes or, as
appropriate,  replacement  Notes, are issued to such Purchaser,  in each case in
principal amounts reflecting their respective Commitments,  as adjusted pursuant
to such assignment.

                  12.4.  Dissemination  of Information.  The Obligors  authorize
each Lender to disclose to any  Participant  or  Purchaser  or any other  Person
acquiring  an  interest  in the  Loan  Documents  by  operation  of law  (each a
"Transferee") and any prospective Transferee any and all information in such

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Lender's  possession  concerning  the  creditworthiness  of the  Company and its
Subsidiaries; provided that each Transferee and prospective Transferee agrees to
be bound by Section 9.12 of this Agreement.

                  12.5. Tax  Treatment.  If any interest in any Loan Document is
transferred  to  any  Purchaser  which  is  organized  under  the  laws  of  any
jurisdiction  other than the United States or any State thereof,  the transferor
Lender shall cause such Purchaser,  concurrently  with the effectiveness of such
transfer, to comply with the provisions of Section 2.5.14.

                  12.6. Increased Costs.  Subject to the applicable  limitations
set forth  therein and to the further  provisions  of this  Section  12.6,  each
Transferee  shall be entitled to the  benefits of Section  2.5.14 and 2.5.15 and
Article III with respect to the rights transferred to it to the same extent as a
Lender.  No  Transferee  (including,  for  purposes of this  Section  12.6,  any
successor  Lending  Installation)  of any  Lender's  rights shall be entitled to
receive any greater payment under Section 2.5.14 or Article III than such Lender
would have been  entitled  to receive  with  respect to the rights  transferred,
unless such  transfer is made with the  Company's  prior  written  consent or by
reason of the  provisions  of Section 3.4  requiring  such Lender to designate a
different Lending Installation under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

                                  ARTICLE XIII

                                     NOTICES

                  13.1.  Giving  Notice.  All notices  and other  communications
provided to any party  hereto under this  Agreement  or any other Loan  Document
shall be in writing (including telex or facsimile) and addressed or delivered to
such party:  (a) in the case of the  Company or either  Agent,  at its  address,
facsimile number or telex number set forth on the signature pages hereof, (b) in
the case of any Lender,  at its  address,  facsimile  number or telex number set
forth  in its  Administrative  Questionnaire,  (c) in the  case of any  Eligible
Subsidiary,  to it care of the  Company  and (d) in the case of any party,  such
other  address,  facsimile  number or telex  number as such party may  hereafter
specify  for the  purpose  by notice to the  Agents  and the  Company.  All such
notices shall be effective when received at the address specified above.

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                                   ARTICLE XIV

                         REPRESENTATIONS AND WARRANTIES
                            OF ELIGIBLE SUBSIDIARIES

                  Each Eligible  Subsidiary shall be deemed by the execution and
delivery of its Election to Participate to have represented and warranted that:

                  14.1.  Existence  and  Power.  It is duly  organized,  validly
existing and in good standing under the laws of its jurisdiction of organization
and is a Subsidiary of the Company.

                  14.2. Corporate or Partnership and Governmental Authorization;
Contravention.  The execution and delivery by it of its Election to  Participate
and its Notes,  and the  performance by it of this Agreement and its Notes,  are
within its legal powers,  have been duly authorized by all necessary  corporate,
partnership  or other  legal  action,  require no action by or in respect of, or
filing with, any governmental body, agency or official and do not contravene, or
constitute a default under, in any material  respect any provision of applicable
law or  regulation  or of its  organizational  documents or of any  indenture or
other agreement or instrument  governing Debt or any other material agreement or
instrument binding upon the Company or such Eligible Subsidiary or result in the
creation or imposition of any liens or  encumbrances on any asset of the Company
or any of its Subsidiaries.

                  14.3.  Binding  Effect.  This  Agreement  constitutes a legal,
valid and binding  agreement of such Eligible  Subsidiary and each of its Notes,
when executed and delivered in accordance with this Agreement, will constitute a
legal,  valid and binding obligation of such Eligible  Subsidiary,  in each case
enforceable in accordance with its terms except as enforceability may be limited
by  bankruptcy,   insolvency  or  similar  laws  affecting  the  enforcement  of
creditors' rights generally.

                  14.4.   Taxes.   Except  as  disclosed  in  such  Election  to
Participate,  there is no  income,  stamp or other  tax of any  country,  or any
taxing authority thereof or therein,  imposed by or in the nature of withholding
or  otherwise,  which is  imposed  on any  payment  to be made by such  Eligible
Subsidiary pursuant hereto or on its Notes, or is imposed on or by virtue of the
execution,  delivery or  enforcement  of its Election to  Participate  or of its
Notes.

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                                   ARTICLE XV

                                    GUARANTY

                  15.1.  The  Guaranty.   The  Company  hereby   unconditionally
guarantees  the full and  punctual  payment  (whether at stated  maturity,  upon
acceleration  or otherwise) of the principal of and interest on each Note issued
by any Eligible Subsidiary pursuant to this Agreement, and the full and punctual
payment of all other  amounts  payable  by any  Eligible  Subsidiary  under this
Agreement.  Upon failure by any Eligible  Subsidiary to pay  punctually any such
amount,  the Company shall forthwith on demand pay the amount not so paid at the
place and in the manner specified in this Agreement.

                  15.2. Guaranty  Unconditional.  The obligations of the Company
hereunder  shall  be  unconditional  and  absolute  and,  without  limiting  the
generality  of the  foregoing,  shall not be released,  discharged  or otherwise
affected by:

                  (i) any extension, renewal, settlement,  compromise, waiver or
         release in respect of any obligation of any Eligible  Subsidiary  under
         this Agreement or any Note, by operation of law or otherwise;

             (ii)  any  modification  or  amendment  of or  supplement  to  this
Agreement or any Note;

            (iii) any release,  impairment,  non-perfection or invalidity of any
         direct  or  indirect  security  for  any  obligation  of  any  Eligible
         Subsidiary under this Agreement or any Note;

             (iv) any change in the corporate existence,  structure or ownership
         of   any   Eligible   Subsidiary,   or  any   insolvency,   bankruptcy,
         reorganization  or other  similar  proceeding  affecting  any  Eligible
         Subsidiary or its assets or any  resulting  release or discharge of any
         obligation of any Eligible  Subsidiary  contained in this  Agreement or
         any Note;

                  (v) the existence of any claim,  set-off or other rights which
         the  Company  may have at any time  against  any  Eligible  Subsidiary,
         either  Agent,  any Lender or any other  Person,  whether in connection
         herewith or any unrelated  transactions,  provided that nothing  herein
         shall  prevent  the  assertion  of any such claim by  separate  suit or
         compulsory counterclaim;

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             (vi) any invalidity or unenforceability  relating to or against any
         Eligible  Subsidiary  for any reason of this  Agreement or any Note, or
         any  provision of applicable  law or regulation  purporting to prohibit
         the payment by any Eligible  Subsidiary of the principal of or interest
         on any Note or any other amount payable by it under this Agreement; or

             (vii) any other act or  omission to act or delay of any kind by any
         Eligible  Subsidiary,  either Agent,  any Lender or any other Person or
         any other  circumstance  whatsoever which might, but for the provisions
         of this  paragraph,  constitute  a legal or  equitable  discharge of or
         defense to the Company's obligations hereunder.

                  15.3.  Discharge Only Upon Payment In Full;  Reinstatement  In
Certain Circumstances.  The Company's obligations hereunder shall remain in full
force and effect until the  Commitments  shall have terminated and the principal
of and  interest on the Notes and all other  amounts  payable by the Company and
each Eligible  Subsidiary  under this Agreement shall have been paid in full. If
at any time any  payment of  principal  of or  interest on any Note or any other
amount payable by any Eligible  Subsidiary  under this Agreement is rescinded or
must be  otherwise  restored  or returned  upon the  insolvency,  bankruptcy  or
reorganization   of  any  Eligible   Subsidiary  or  otherwise,   the  Company's
obligations  hereunder  with respect to such payment shall be reinstated at such
time as though such payment had been due but not made at such time.

                  15.4. Waiver by the Company.  The Company  irrevocably  waives
acceptance hereof, presentment,  demand, protest and any notice not provided for
herein,  as well as any requirement  that at any time any action be taken by any
Person against any Eligible Subsidiary or any other Person.

                  15.5. Subrogation. Upon making any payment with respect to any
Eligible Subsidiary hereunder,  the Company shall be subrogated to the rights of
the payee  against  such  Eligible  Subsidiary  with  respect  to such  payment;
provided  that the Company  shall not enforce any payment by way of  subrogation
until  all  amounts  of  principal  of and  interest  on the Notes and all other
amounts payable by such Eligible  Subsidiary under this Agreement have been paid
in full.

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                  15.6. Stay of Acceleration.  In the event that acceleration of
the time for payment of any amount payable by any Eligible Subsidiary under this
Agreement or its Notes is stayed upon insolvency,  bankruptcy or  reorganization
of such Eligible Subsidiary,  all such amounts otherwise subject to acceleration
under the terms of this  Agreement  shall  nonetheless be payable by the Company
hereunder forthwith on demand by the Required Lenders.

                                   ARTICLE XVI

                           COUNTERPARTS; EFFECTIVENESS

                  This Agreement may be executed in any number of  counterparts,
all of which taken  together  shall  constitute  one  agreement,  and any of the
parties hereto may execute this Agreement by signing any such counterpart.  This
Agreement  shall be effective when the  Documentation  Agent shall have received
evidence reasonably satisfactory to it that (i) this Agreement has been executed
by the  Company,  the Agents and the  Lenders  and (ii) the  commitments  of the
lenders parties to the Credit  Agreement dated as of August 31, 1995 and amended
and  restated as of October 15, 1996 among the  Company,  such lenders and First
Chicago, as administrative agent, and Morgan, as documentation agent (the "Prior
Agreement") shall have terminated and all loans  outstanding  thereunder and all
accrued interest and fees thereunder shall have been paid in full; provided that
(x) any  "Competitive Bid Loan" made by a Lender pursuant to the Prior Agreement
which is  outstanding  at the time the  other  conditions  to the  effectiveness
hereof are satisfied shall remain  outstanding on the terms  applicable  thereto
under the Prior  Agreement,  and  shall be  deemed a  Competitive  Bid Loan made
hereunder  on such terms and (y) the  Company  and the  Lenders  comprising  the
Required  Lenders  (as  defined in the Prior  Agreement)  hereby  agree that the
Commitments (as defined in the Prior  Agreement)  shall terminate  automatically
upon  the  satisfaction  of  all  other  conditions  to  effectiveness  of  this
Agreement,  without requirement of notice under the Prior Agreement or any other
action by any party hereto or thereto.

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                  IN WITNESS  WHEREOF,  the Company,  the Lenders and the Agents
have executed this Agreement as of the date first above written.


                                THE SERVICEMASTER COMPANY LIMITED
                                    PARTNERSHIP

                                By: ServiceMaster Management Corporation,
                                      its General Partner



                                By:/s/ Eric P. Zarnikow
                                Title:Vice President and Treasurer

                                Address:  One ServiceMaster Way
                                          Downers Grove, IL 60515-1700

                            Attention: Mr. Eric Zarnikow

                            Telephone: (630) 271-2361
                            Facsimile: (630) 271-5604

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Commitment
----------

$37,500,000       THE FIRST NATIONAL BANK OF CHICAGO,
                                      individually and as Administrative
                                         Agent



                                By:/s/ Patricia H. Besser
                                Title:Vice President/Senior Corporate Banker
                                Address:  One First National Plaza
                                               Suite 0324
                                               Chicago, IL 60670


                                Attention: Patricia H. Besser

                                Telephone: (312) 732-7703
                                Facsimile: (312) 732-5296

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$37,500,000       MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK, individually and as
                                    Documentation Agent



                                By:/s/ Charles H. King
                                Title:Vice President

                                Address:  60 Wall Street
                                               New York, NY 10260-0060

                                Attention: Charles King

                                Telephone: (212) 648-7138
                                Facsimile: (212) 648-5336


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$25,000,000       BANK OF AMERICA ILLINOIS



                                By:/s/ William F. Sweeney
                                Title:Vice President

                                Address:  231 S. LaSalle Street
                            Chicago, IL 60697


                                Attention: William F. Sweeney

                                Telephone: (312) 828-1843
                                Facsimile: (312) 987-1276

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$18,125,000       BANK OF MONTREAL


                                By:/s/ Peter W. Steelman
Title:Director

                                Address:  115 S. LaSalle. 13 West
                            Chicago, IL 60603


                                Attention: Peter W. Steelman

                                Telephone: (312) 750-3812
                                Facsimile: (312) 750-3783


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<PAGE>


$18,125,000       THE BANK OF NEW YORK



                                By:/s/ John M. Lokay, Jr.
                                Title:Vice President

                                Address:  One Wall Street
                            New York, NY 10286


                                Attention: John M. Lokay, Jr.

                                Telephone: (212) 635-1172
                                Facsimile: (212) 635-1208/9



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$18,125,000       CAISSE NATIONALE DE CREDIT AGRICOLE



                                By:/s/ Dean Balice
                                Title:Senior Vice President Branch Manager

                                Address:55 East Monroe Street
                          Chicago, IL 60603-5702


                                Attention: Dean Balice

                                Telephone: (312) 917-7449
                                Facsimile: (312) 372-2830

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$14,375,000       CREDIT LYONNAIS CHICAGO BRANCH



                                By:/s/ Mary Ann Klemm
                                Title:Vice President

                                Address:  227 West Monroe Street
                            Chicago, IL 60606

                                Attention: Michael Lord
                             Assistant Vice President

                                Telephone: (312) 220-7318
                                Facsimile: (312) 641-0527

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$14,375,000       SUNTRUST BANK, ATLANTA



                                By:/s/ Shelley M. Browne
                                Title:Vice President

                                By:/s/ Jennifer P. Harrelson
                                Title:Senior Vice President

                                Address:  25 Park Place
                            Atlanta, GA 30303

                                Attention: Shelley Browne

                                Telephone: (404) 658-4918
                                Facsimile: (404) 588-8505

Page 84
<PAGE>


$3,750,000        FIRST TENNESSEE BANK NATIONAL
                                  ASSOCIATION



                                By:/s/ James H. Moore, Jr.
                                Title:Vice President

                                Address:  165 Madison Avenue
                            Memphis, TN 38109-0084


                                Telephone: (901) 523-4108
                                Facsimile: (901) 523-4267



Page 85
<PAGE>


$18,125,000       MELLON BANK, N.A.



                                By:/s/ Laurel Larson
                                Title:Assistant Vice President

                                Address:  55 East Monroe
                            Suite 2600
                            Chicago, IL 60603


                                Telephone: (312) 357-3408
                                Facsimile: (312) 357-3414



Page 86
<PAGE>


$25,000,000       NATIONSBANK, N.A.



                                By:/s/ Mary Carol Daly
                                Title:Vice President

                                Address:  233 S. Wacker Drive
                            Suite 2800
                            Chicago, IL 60606


                                Telephone: (312) 234-5618
                                Facsimile: (312) 234-5619

Page 87
<PAGE>


$12,500,000       THE SANWA BANK, LIMITED, CHICAGO BRANCH



                                By:/s/ Richard H. Ault
                                Title:Vice President

                                Address:  10 S. wacker Drive
                            31st Floor
                            Chicago, IL 60606


                                Telephone: (312) 368-3011
                                Facsimile: (312) 346-6677


Page 88
<PAGE>


$7,500,000        THE NORTHERN TRUST COMPANY



                                By:/s/ Diane M. Baer
                                Title:Second Vice President

                                Address:  50 S. LaSalle Street
                            Chicago, IL 60675


                                Telephone: (312) 444-5802
                                Facsimile: (312) 444-5055



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

$250,000,000
============


Page 89
<PAGE>

                                PRICING SCHEDULE


                  The Applicable  Margin or Facility Fee Rate at any date is the
applicable  percentage  amount set forth in the table below based on the Pricing
Level at such date:
<TABLE>
<S>        <C>                <C>                  <C>                 <C>              <C>              <C>

---------- ------------------ -------------------- ------------------- ---------------- ---------------- ==================
                     Level I             Level II           Level III         Level IV          Level V           Level VI

---------- ------------------ -------------------- ------------------- ---------------- ---------------- ==================
Applicable           0.1750%              0.1950%             0.2350%          0.2700%          0.3500%            0.5625%
Eurocurrency
Margin
---------- ------------------ -------------------- ------------------- ---------------- ---------------- ==================
Applicable           0.3000%              0.3250%             0.3600%          0.3950%          0.4750%            0.6875%
CD Rate
Margin
---------- ------------------ -------------------- ------------------- ---------------- ---------------- ==================
Facility             0.0500%              0.0550%             0.0650%          0.0800%          0.1000%            0.1875%
Fee Rate
---------- ------------------ -------------------- ------------------- ---------------- ---------------- ==================
</TABLE>

                  For purposes of this  Schedule,  the following  terms have the
following meanings:

                  "Debt  Rating"  means  at any date the  higher  of the  credit
ratings,  if any, publicly announced by S&P and Moody's for the Company's senior
unsecured debt without  third-party credit enhancement (or if only one of S&P or
Moody's shall have assigned a credit rating,  then such rating).  If the ratings
assigned by S&P and Moody's differ by more than one  increment,  the Debt Rating
will be the median rating (or the higher of two intermediate ratings if there is
no median rating).

                  "Level I Pricing"  applies  at any date if, at such date,  the
Debt Rating is A(A2) or better.

                  "Level II Pricing"  applies at any date if, at such date,  (a)
the Debt Rating is A-(A3) or better and (b) no better Pricing Level applies.

                  "Level III Pricing"  applies at any date if, at such date, (a)
the Debt Rating is BBB+(Baa1) or better and (b) no better Pricing Level applies.

                  "Level IV Pricing"  applies at any date if, at such date,  (a)
the Debt Rating is BBB(Baa2) or better and (b) no better Pricing Level applies.

                  "Level V Pricing"  applies  at any date if, at such date,  (a)
the Debt Rating is BBB-(Baa3) or better and (b) no better Pricing Level applies.


<PAGE>

                  "Level VI  Pricing"  applies at any date if, at such date,  no
other Pricing Level applies.

                  "Pricing Level" refers to the  determination of which of Level
I, Level II, Level III, Level IV, Level V or Level VI applies at any date.

                  Notwithstanding   the   foregoing,   for  so  long  after  the
effectiveness of this Agreement as the credit ratings of the Company remain,  as
a result of the WMX Repurchase,  on credit watch (with negative implications) or
similar  status as publicly  announced by either  Moody's or S&P, if the Pricing
Level for any date would otherwise be Level I or Level II, the Pricing Level for
such date shall be Level III.


<PAGE>


                                  SCHEDULE 6.11

                             SUBSIDIARY RESTRICTIONS



1.  American  Home  Shield  Corporation  and its  subsidiaries  are  subject  to
regulatory  restrictions  imposed by various  states which limit  dividends  and
similar payments.


<PAGE>

                                   EXHIBIT "A"

                                      NOTE

                                                              _________ ___,19__

         THE  SERVICEMASTER  COMPANY  LIMITED  PARTNERSHIP,  a Delaware  limited
partnership  (the  "Company"),  promises to pay to the order of ___________ (the
"Lender") the aggregate  unpaid principal amount of all Loans made by the Lender
to the Company  pursuant to the 364-Day  Credit  Agreement  dated as of April 1,
1997 among the Company,  the Lenders named  therein,  including the Lender,  The
First National Bank of Chicago,  as  Administrative  Agent,  and Morgan Guaranty
Trust Company of New York, as Documentation Agent (as the same may be amended or
modified,  hereinafter referred to as the "Agreement"), in the currencies and on
the dates specified in the Agreement, in immediately available funds at the main
office  of  The  First  National  Bank  of  Chicago  in  Chicago,  Illinois,  as
Administrative  Agent,  or as  otherwise  directed by the  Administrative  Agent
pursuant to the terms of the Agreement, together with interest, in like currency
and funds, on the unpaid  principal  amount hereof at the rates and on the dates
specified in the Agreement.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder;  provided,  however,  that any failure to so record shall not
affect the Company's obligations under any Loan Document.

         This Note is one of the Notes  issued  pursuant  to, and is entitled to
the benefits of, the Agreement,  to which  Agreement,  as it may be amended from
time to  time,  reference  is  hereby  made for a  statement  of the  terms  and
conditions   under  which  this  Note  may  be  prepaid  or  its  maturity  date
accelerated.  Capitalized terms used herein and not otherwise defined herein are
used with the meanings attributed to them in the Agreement.

                                    THE SERVICEMASTER COMPANY
                                    LIMITED PARTNERSHIP

                                    By: ServiceMaster Management
                                             Corporation,
                                    its General Partner

                                    By: __________________________________
                                    Title: _______________________________


<PAGE>


                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                        NOTE OF THE SERVICEMASTER COMPANY
                               LIMITED PARTNERSHIP



Date            Currency       Maturity         Principal             Unpaid
                  and                            Amount               Balance
                Principal                         Paid
                Amount of
                   Loan
----------     -----------    ---------        -----------           ---------

<PAGE>

                                  EXHIBIT "B-1"

                       FORM OF OPINION OF KIRKLAND & ELLIS


                                                                   April 1, 1997


To the Lenders who are parties to the
 Credit Agreement described herein

                  Re:  The ServiceMaster Company Limited
                       Partnership 364-Day Credit Agreement
                       dated as of April 1, 1997

Ladies and Gentlemen:

         We have acted as special counsel to The  ServiceMaster  Company Limited
Partnership,  a Delaware limited partnership (the "Company"), in connection with
the negotiation, execution and delivery of the 364-Day Credit Agreement dated as
of April 1,  1997  among  the  Company,  The  First  National  Bank of  Chicago,
individually and as Administrative  Agent,  Morgan Guaranty Trust Company of New
York,  individually and as  Documentation  Agent, and the Lenders named therein,
providing  for  Advances  in  an  aggregate   principal   amount  not  exceeding
$250,000,000 at any one time  outstanding (the "Credit  Agreement").  Terms used
but not  otherwise  defined  herein  are used  herein as  defined  in the Credit
Agreement.

         For purposes of this opinion, we have examined the following:

         (a)      the Credit Agreement; and

         (b)      the proposed  notes to be issued by the Company to the Lenders
                  pursuant to the Credit Agreement (the "Notes").

         In addition,  in connection with rendering the opinions expressed below
("our  opinions"),  we have  examined and relied upon the  originals,  or copies
certified  or  otherwise  identified  to  our  satisfaction,  of  such  records,
certificates  and  other  documents,   as  in  our  judgment  are  necessary  or
appropriate to enable us to render our opinions.  As to various  factual matters
material to our opinions,  we have relied upon certificates of public officials,
certificates of officers of  ServiceMaster  Management  Corporation,  a Delaware
corporation (the "Corporate  General  Partner") on behalf of the Company and the
representations  and warranties  contained in Article V of the Credit Agreement.
In addition,  in rendering our opinions,  we have assumed,  with your permission
and without independent verification, that:

<PAGE>
         (a) the signatures of persons  signing all documents in connection with
which our opinions are rendered are genuine and authorized  (other than those of
the Company  and the  Corporate  General  Partner on the Credit  Agreement,  the
Notes,  and  other  agreements,  certificates  and  documents  entered  into  in
connection  with the  closing  of the  transactions  contemplated  by the Credit
Agreement);

         (b) all documents  submitted to us as originals or duplicate  originals
are authentic;

         (c) all documents submitted to us as copies,  whether certified or not,
conform to authentic original documents;

         (d) all parties to the documents reviewed by us (other than the Company
and the Corporate  General Partner in connection  with the Credit  Agreement and
other agreements, certificates and documents entered into in connection with the
closing of the  transactions  contemplated  by the Credit  Agreement)  have full
power and  authority  to execute,  to deliver and to perform  their  obligations
under  such  documents  and under the  documents  required  or  permitted  to be
delivered  and  performed  thereunder,  and all such  documents  have  been duly
authorized  by all  necessary  action,  have been duly executed by such parties,
have been duly  delivered  by such  parties,  and are legal,  valid and  binding
obligations of such parties enforceable in accordance with their terms;

         (e) any approval,  consent or  withholding of objection on the part of,
or filing,  registration or qualification  with, any governmental body which may
be  required  in  connection  with the  execution  and  delivery  of the  Credit
Agreement on account of your regulatory status has been obtained or made by you;
and

         (f) the opinions  set forth in the letter to you of even date  herewith
from Vernon T. Squires, Esq. are correct.

         Based upon and subject to the foregoing, we are of the opinion that:

         (1) The Company is a limited  partnership,  validly  existing under the
laws of the State of Delaware,  has full partnership  power and authority and is
duly authorized to enter into and perform the Credit  Agreement and to incur the
obligations to be evidenced by the Notes;

         (2) The Corporate General Partner is a corporation validly existing and
in good  standing  under the laws of the State of Delaware,  has full  corporate
power and  authority  and is duly  authorized  to execute and deliver the Credit
Agreement on behalf of the Company;

         (3) The execution and delivery of the Credit Agreement and the Notes by
the Corporate  General  Partner on behalf of the Company do not conflict with or
result in a breach of any  provision  of the Amended and  Restated  Agreement of
Limited Partnership of the Company; and

<PAGE>

         (4) The  Credit  Agreement  and the Notes  have  been duly  authorized,
executed and delivered by the Corporate General Partner on behalf of the Company
and constitute legal, valid and binding  obligations of the Company  enforceable
in accordance with their respective terms.

         Our opinions are subject to the following further qualifications:

         (a)  our  opinions  are  subject  to  the  effect  of  any   applicable
bankruptcy,  insolvency,  reorganization,  arrangement,  moratorium,  fraudulent
conveyance or other similar laws;

         (b) the binding effect and the  enforceability  of the Credit Agreement
and the Notes  and the  availability  of  injunctive  relief or other  equitable
remedies  thereunder  are subject to the effect of general  principles of equity
(regardless  of whether  enforcement  is considered in  proceedings at law or in
equity);

         (c) the binding effect and the  enforceability  of the Credit Agreement
and the Notes are  subject to the effect of laws and  judicial  decisions  which
have imposed  duties and standards of conduct  (including,  without  limitation,
obligations of good faith, fair dealing and reasonableness and any obligation to
demonstrate  that  enforcement of provisions  that are burdensome on a debtor is
reasonably necessary for the protection of the creditor) upon creditors;

         (d) we  express  no  opinion  as to the  enforceability  of  cumulative
remedies to the extent  such  cumulative  remedies  purport to or would have the
effect of compensating  the party entitled to the benefits thereof in amounts in
excess of the actual  loss  suffered by such party or would  violate  applicable
laws concerning election of remedies;

         (e) notwithstanding certain language of the Credit Agreement,  you will
be limited to recovering only reasonable  expenses,  only reasonable  attorneys'
fees and legal expenses and only  reasonable  compensation  for funding  losses,
increased costs or yield protection;

         (f) we express no opinion as to, or the effect or applicability of, any
laws  other  than the laws of the State of New  York,  the  federal  laws of the
United States of America and the General Corporation Law and the Revised Uniform
Limited Partnership Act of the State of Delaware;

         (g)  requirements  in the Credit  Agreement  specifying that provisions
thereof may only be waived in writing may not be valid,  binding or  enforceable
to the extent that an oral  agreement or an implied  agreement by trade practice
or course of conduct has been created modifying any provision of such documents;

<PAGE>

         (h)  we  express  no   opinion   as  to  the   enforceability   of  the
indemnification  provisions of the Credit  Agreement  insofar as said provisions
contravene  public  policy or might require  indemnification  or payments to you
with respect to any loss, cost or expense  arising out of your gross  negligence
or willful  misconduct  or any  violation  by you of statutory  duties,  general
principles of equity or public policy;

         (i) waivers of equitable rights and defenses may not be valid,  binding
or  enforceable  under state or federal  law and  certain  rights of debtors and
duties of lenders may not be waived, released, varied or disclaimed by agreement
prior to a default; and

         (j) we  express  no  opinion  as to the  validity,  binding  effect  or
enforceability   of  Section   9.10  of  the  Credit   Agreement   (Consent   to
Jurisdiction).

         This  letter is  furnished  to you  pursuant  to Section  4.1(v) of the
Credit Agreement and is not to be used,  circulated,  quoted or otherwise relied
upon by any other person or entity or for any other purpose.

         This  opinion is for the benefit of the  Lenders  and their  respective
counsel, and may not be relied upon by any other person. This opinion is limited
to the  specific  issues  addressed  and is limited in all  respects to laws and
facts  existing  on the  date  hereof.  By  rendering  this  opinion,  we do not
undertake  to advise you of any  changes  in such laws or facts  which may occur
after the date hereof.

                                Very truly yours,

                                KIRKLAND & ELLIS

<PAGE>

                                  EXHIBIT "B-2"

                       FORM OF OPINION OF GENERAL COUNSEL


                                                                   April 1, 1997


To the Lenders who are parties to the
 Credit Agreement described herein

                  Re:  The ServiceMaster Company Limited
                       Partnership 364-Day Credit Agreement
                       dated as of April 1, 1997

Ladies and Gentlemen:

         I am the Senior Vice President and General Counsel of The ServiceMaster
Company Limited Partnership, a Delaware limited partnership (the "Company") and,
in that capacity,  I am familiar with the details of the negotiation,  execution
and delivery of the 364-Day Credit Agreement dated as of April 1, 1997 among the
Company,  The First National Bank of Chicago,  as Administrative  Agent,  Morgan
Guaranty Trust Company of New York, as Documentation Agent and the Lenders named
therein,  providing for Advances in an aggregate  principal amount not exceeding
$250,000,000  at  any  one  time  outstanding  (the  "Credit  Agreement").  I am
furnishing  this  opinion  to you  pursuant  to  Section  4.1(vi)  of the Credit
Agreement.  Unless otherwise defined herein,  capitalized terms used herein have
the meanings assigned to such terms in the Credit Agreement.

         For purposes of this opinion, I have examined the following:

         (a)      the Credit Agreement; and

         (b)      the  proposed  notes  issued  by the  Company  to the  Lenders
                  pursuant to the Credit Agreement (the "Notes").

         In  addition,   I  have  also  examined  such  certificates  of  public
officials,  certificates of officers of the Company, and copies of corporate and
partnership  documents and records of the Company and other  papers,  and I have
made such other  investigations  as I have deemed  relevant  and  necessary as a
basis for my opinions  hereinafter  set forth.  In all such  examinations I have
assumed the genuineness of all signatures (other than the signatures of officers
of the Company), the authenticity and completeness of all documents submitted to
me as  originals,  the due  authority of the parties  executing  such  documents
(other than on behalf of the Company)  and the  conformity  to the  originals of
documents submitted to me as copies.


<PAGE>
         Based on the  foregoing  and  subject to the  qualifications  set forth
below, I am of the opinion that:

         (1) No approval, consent or withholding of objection on the part of any
regulatory  body,  federal,  state or local, is necessary in connection with the
execution and delivery of the Credit Agreement or the Notes.

         (2) The Company has full power and authority and is duly  authorized to
conduct  the  activities  in which it is now  engaged  and is duly  licensed  or
qualified  and is in good  standing  as a foreign  limited  partnership  in each
jurisdiction (to the extent  qualification  of a foreign limited  partnership is
permitted by statute) where a failure so to qualify would reasonably be expected
to have a Material  Adverse  Effect  and, in my opinion,  the  inability  of the
Company to qualify as a foreign  limited  partnership in any state in which such
qualification is not permitted by law will not have a Material Adverse Effect.

         (3) Each Material  Subsidiary is a corporation or a limited partnership
duly incorporated or organized, as the case may be, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization, as
the case may be, has full power and authority and is duly  authorized to conduct
the activities in which it is now engaged, and is duly licensed or qualified and
is in good  standing  in each  jurisdiction  (to the extent  qualification  of a
foreign  limited  partnership  is  permitted  by statute)  where a failure so to
qualify would  reasonably be expected to have a Material  Adverse Effect and, in
my  opinion,  the  inability  of  any  Material  Subsidiary  that  is a  limited
partnership  to qualify as a foreign  limited  partnership in any state in which
such  qualification  is not  permitted  by law will not have a Material  Adverse
Effect.

         (4)  The  issuance  of  the  Notes  and  the  execution,  delivery  and
performance  by the  Company of the Credit  Agreement  (i) do not violate in any
material  respect  any  provisions  of  any  law  or any  order  of  any  court,
governmental  authority or agency,  (ii) do not  conflict  with or result in any
breach of any of the terms, conditions or provisions of, or constitute a default
under, the limited partnership  agreement of the Company or any agreement or any
debt instrument or other material  agreement known to me to which the Company or
any  Eligible  Subsidiary  is a party or by which the  Company  or any  Eligible
Subsidiary  may be bound and (iii) will not result in the creation or imposition
of any  lien or  encumbrance  upon any of the  property  of the  Company  or any
Eligible Subsidiary.

<PAGE>

         (5) There are no proceedings  pending or, to my knowledge,  threatened,
against or affecting the Company, any of its General Partners, its Parent or any
Subsidiary  in any court or before any  governmental  authority  or  arbitration
board or tribunal which, if adversely  determined,  would reasonably be expected
to have a Material Adverse Effect. To my knowledge,  neither the Company nor any
Subsidiary is in default with respect to any order of any court or  governmental
authority,  or arbitration  board or tribunal which would reasonably be expected
to have a Material Adverse Effect.

         (6) No  documentary  or stamp taxes are payable in connection  with the
issuance of the Notes.

         (7) Neither the issuance of the Notes nor the use by the Company of all
or any portion of the proceeds of the Advances  will violate  Regulations U or X
of the Board of Governors of the Federal Reserve System (12 C.F.R. Chapter II).

         The opinions  expressed in this letter as to enforceability are subject
to  the  effect  of  any  applicable  bankruptcy,  insolvency,   reorganization,
moratorium  or other  similar laws  relating to or affecting  creditors'  rights
generally,   to  general   principles  of  equity  regardless  of  whether  such
enforceability  is  considered  in a  proceeding  in  equity  or at  law or in a
bankruptcy proceeding,  including, without limitation,  concepts of materiality,
reasonableness,  good  faith  and fair  dealing  and  applicable  laws and court
decisions  which may limit the  enforceability  of  certain  remedial  and other
provisions of the Notes.

         The  opinions  expressed  above are limited to the laws of the State of
Illinois, the federal laws of the United States of America, the Delaware General
Corporation Law and the Delaware Revised Uniform Limited  Partnership Act, and I
do not express any opinion herein concerning any other law.


<PAGE>


         The opinions expressed herein are solely for your benefit in connection
with the consummation of the  transactions  contemplated by the Credit Agreement
and may not be used or relied upon by any Person other than each of you.

                                Very truly yours,



                                Vernon T. Squires
                              Senior Vice President
                               and General Counsel


<PAGE>

                                   EXHIBIT "C"

                          COMPETITIVE BID QUOTE REQUEST
                                 (Section 2.3.2)


                                                                 _________, 19__

To:        The Lenders parties to the Credit Agreement described
           below

From:      [Name of Borrower]

Re:       364-Day Credit Agreement (the "Credit Agreement") dated as of April 1,
          1997 among The ServiceMaster Company Limited Partnership,  the Lenders
          named therein,  The First National Bank of Chicago,  as Administrative
          Agent, and Morgan Guaranty Trust Company of New York, as Documentation
          Agent

           We hereby give notice pursuant to Section 2.3.2 of the 364-Day Credit
Agreement  that we request  Competitive  Bid Quotes for the  following  proposed
Competitive Bid Advance(s):

Borrowing Date:         , 19__

Principal Amount (1)                                    Interest Period (2)
------------------------------                          ------------------------


           Such  Competitive  Bid Quotes should offer [a Competitive Bid Margin]
[and] [an Absolute Rate]. [The currency in which the Loans are to be denominated
is __________.] Your Competitive Bid Quote must comply with Section 2.3.3 of the
Credit  Agreement  and the  foregoing.  Capitalized  terms used  herein have the
meanings assigned to them in the Credit Agreement.

                  Please  respond to this  request by no later than [1:00  p.m.]
[9:00 a.m.] Chicago time on , 19__.

                                            [NAME OF BORROWER]



                                            By:
                                                Financial Officer

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

    1 Amount must be at least (i) $1,000,000 or any larger integral  multiple of
$1,000,000 in the case of a Floating Rate Advance, (ii) $5,000,000 or any larger
integral multiple of $1,000,000 in the case of any other Advance  denominated in
Dollars or (iii) such amount and  multiples  as the  Administrative  Agent deems
appropriate and reasonably  comparable to a $3,000,000  minimum Dollar Amount in
the case of any Advance denominated in an Alternative Currency.

    2 One, two,  three or six months  (Eurocurrency  Auction) or not less than 7
days (Absolute Rate  Auction),  subject to the provisions of the  definitions of
Eurocurrency Interest Period and Absolute Rate Interest Period.

<PAGE>

                                   EXHIBIT "D"

                              COMPETITIVE BID QUOTE
                                 (Section 2.3.3)

                                                              ____________, 19__

To:        [Name of Borrower] (the "Borrower")

Re:        Competitive Bid Quote

In response to your request dated _________,  199_, we hereby make the following
Competitive  Bid  Quote  pursuant  to  Section  2.3.3  of the  Credit  Agreement
hereinafter referred to and on the following terms:

1.  Quoting Lender: _____________________________________________

2. Person to contact at Quoting Lender: ________________________

3.  Borrowing Date: ____________, 19__ (3)

4. We hereby offer to make  Competitive  Bid Loan(s) in the following  principal
amounts, for the following Interest Periods and at the following rates:

Principal        Interest             [Competitive           [Absolute
Amount (4)       Period (5)            Bid Margin (6)]        Rate (7)]
----------       -----------           ---------------       ----------

[Provided,  that the aggregate  principal  amount of  Competitive  Bid Loans for
which the above offers may be accepted shall not exceed $_________________.]8

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

   3 As specified in the related Invitation For Competitive Bid Quotes.

    4 Principal amount bid for each Interest Period may not exceed the principal
amount  requested.  Bids must be made for at least (i)  $1,000,000 or any larger
integral  multiple of $1,000,000  in the case of a Floating  Rate Advance,  (ii)
$5,000,000  or any larger  integral  multiple of  $1,000,000  in the case of any
other Advance  denominated  in Dollars or (iii) such amount and multiples as the
Administrative Agent deems appropriate and reasonably comparable to a $3,000,000
minimum  Dollar Amount in the case of any Advance  denominated in an Alternative
Currency.

    5 One, two,  three or six months  (Eurocurrency  Auction) or not less than 7
days  (Absolute  Rate  Auction),  as  specified  in the related  Invitation  For
Competitive Bid Quotes.

    6 Specify positive or negative  percentage  (rounded to the nearest 1/100 of
1%) to be added or subtracted from the Eurocurrency Base Rate.

    7 Specify rate of interest per annum (rounded to the nearest 1/100 of 1%).

    8 Specify the limit,  if any, as to the  aggregate  principal  amount of the
Competitive  Bid Loans of the quoting  Lender which the Borrower may accept (see
Section 2.3.3 (ii) (d)).

<PAGE>

                  We  understand  and agree  that the  offers  set forth  above,
subject  to the  satisfaction  of the  applicable  conditions  set  forth in the
364-Day  Credit  Agreement  dated as of April 1, 1997,  among The  ServiceMaster
Company Limited Partnership,  the Lenders named therein, The First National Bank
of Chicago,  as  Administrative  Agent and Morgan  Guaranty Trust Company of New
York, as Documentation Agent (the "Credit Agreement"),  irrevocably obligates us
to make the  Competitive  Bid Loan(s) for which any  offer(s) are  accepted,  in
whole or in part.

Capitalized  terms used herein and not otherwise defined herein shall have their
meanings as defined in the Credit Agreement.

                                                 Very truly yours,

                                                [NAME OF BANK]

Dated:                      , 19__               By:
                                                    Authorized    Officer
<PAGE>

                                   EXHIBIT "E"

                              ASSIGNMENT AGREEMENT


                  This  Assignment   Agreement  (this  "Assignment   Agreement")
between (the "Assignor") and (the "Assignee") is dated as of _________ __, 19__.
The parties hereto agree as follows:

                  1. PRELIMINARY STATEMENT. The Assignor is a party to a 364-Day
Credit  Agreement,  dated as of  April 1,  1997  (which,  as it may be  amended,
modified,  renewed or extended  from time to time,  is herein called the "Credit
Agreement"),   among  The   ServiceMaster   Company  Limited   Partnership  (the
"Company"),  the Lenders named therein,  The First National Bank of Chicago,  as
Administrative  Agent,  and  Morgan  Guaranty  Trust  Company  of New  York,  as
Documentation  Agent.  Capitalized  terms used herein and not otherwise  defined
herein shall have the meanings  attributed to them in the Credit Agreement.  The
Assignor  desires to assign to the Assignee,  and the Assignee desires to assume
from the Assignor,  an undivided  interest (the  "Purchased  Percentage") in the
Commitment of the Assignor such that after giving effect to the  assignment  and
assumption  hereinafter  provided,  the  Commitment of the Assignee  shall equal
$______________ and its percentage of the Aggregate Commitment shall equal __%.

                  2.  ASSIGNMENT.  For and in consideration of the assumption of
obligations  by the  Assignee  set  forth  in  Section  3 hereof  and the  other
consideration  set forth  herein,  and  effective as of the  Effective  Date (as
hereinafter defined), the Assignor does hereby sell, assign, transfer and convey
to the  Assignee all of its right,  title and  interest in and to the  Purchased
Percentage of (i) the  Commitment of the Assignor (as in effect on the Effective
Date),  (ii)  each  Committed  Loan  made  by the  Assignor  outstanding  on the
Effective  Date and (iii) the Credit  Agreement  and the other  Loan  Documents.
Pursuant to Section 12.3.2 of the Credit  Agreement,  on and after the Effective
Date the Assignee  shall have the same rights,  benefits and  obligations as the
Assignor had under the Loan Documents  with respect to the Purchased  Percentage
of the Loan  Documents,  all determined as if the Assignee were a "Lender" under
the Credit Agreement with ____% of the Aggregate Commitment.  The Effective Date
shall be the later of ______ or two Business Days (or such shorter period agreed
to by the  Agents)  after a Notice of  Assignment  substantially  in the form of
Exhibit "I" attached hereto and any consents substantially in the form of

<PAGE>

Exhibit "II" attached  hereto  required to be delivered to the Agents by Section
12.3 of the Credit Agreement have been delivered to the Agents. In no event will
the Effective Date occur if the payments  required to be made by the Assignee to
the Assignor on the Effective Date under Sections 4 and 5 hereof are not made on
the  proposed  Effective  Date.  The  Assignor  will notify the  Assignee of the
proposed  Effective  Date on the Business  Day prior to the  proposed  Effective
Date.

                  3.  ASSUMPTION.  For and in consideration of the assignment of
rights by the Assignor set forth in Section 2 hereof and the other consideration
set forth  herein,  and effective as of the  Effective  Date,  the Assignee does
hereby  accept  that  assignment,  and  assume  and  covenant  and agree  fully,
completely and timely to perform, comply with and discharge, each and all of the
obligations,  duties and liabilities of the Assignor under the Credit  Agreement
which are assigned to the Assignee hereunder, which assumption includes, without
limitation,  the  obligation  to fund  the  unfunded  portion  of the  Aggregate
Commitment in accordance  with the provisions set forth in the Credit  Agreement
as if the Assignee were a "Lender"  under the Credit  Agreement with ___% of the
Aggregate Commitment. The Assignee agrees to be bound by all provisions relating
to "Lenders" under and as defined in the Credit  Agreement,  including,  without
limitation,  provisions  relating to the  dissemination  of information  and the
payment of indemnification.

                  4. PAYMENT  OBLIGATIONS.  On and after the Effective Date, the
Assignee shall be entitled to receive from the Administrative Agent all payments
of principal,  interest and fees with respect to the Purchased Percentage of the
Assignor's  Commitment  and Committed  Loans.  The Assignee  shall advance funds
directly to the  Administrative  Agent with respect to each  Committed  Loan and
reimbursement payments made on or after the Effective Date. In consideration for
the  transfer  of the  assigned  obligations  hereunder,  with  respect  to each
Committed  Loan made by the Assignor  outstanding  on the  Effective  Date,  the
Assignee shall pay the Assignor on the Effective Date (or, if Assignee so elects
with respect to each  Committed  Loan bearing  interest at a Fixed Rate,  on the
Payment  Date,  as  hereinafter  defined)  an  amount  equal  to  the  Purchased
Percentage  of any such  Committed  Loan.  If the  Assignee  elects to make such
payment  on the  Effective  Date,  with  respect to any  Committed  Loan made by
Assignor  outstanding on the Effective Date which bears interest at a fixed rate
(each an "Outstanding  Fixed Rate Loan"),  Assignee shall be entitled to receive
interest  at  a  rate  agreed  upon  by  the  Assignee  and  the  Assignor  (the
"Outstanding  Fixed Rate Loan Interest  Rate") for the remainder of the existing
Interest Period. When Assignee receives interest on the Purchased  Percentage of
any Outstanding Fixed Rate Loan,  Assignee shall remit to Assignor the excess of
(a) the interest  received by Assignee on the  Outstanding  Fixed Rate Loan over
(b) the Outstanding Fixed Rate Loan Interest Rate. In the event Assignee elects

<PAGE>

not to pay the Assignor the Purchased  Percentage of any such Outstanding  Fixed
Rate Loan on the Effective  Date,  the Assignee shall pay the Assignor an amount
equal to the Purchased Percentage of such Outstanding Fixed Rate Loan (a) on the
last day of the Interest  Period  therefor or (b) on such earlier date agreed to
by the  Assignor  and  the  Assignee  or  (c) on the  date  on  which  any  such
Outstanding Fixed Rate Loan either becomes due (by acceleration or otherwise) or
is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being
hereinafter  referred to as the "Payment  Date").  In the event interest for the
period from the Effective Date to but not including the Payment Date is not paid
by the  Borrower  with  respect to any  Outstanding  Fixed Rate Loan sold by the
Assignor to the Assignee pursuant to the preceding sentence,  the Assignee shall
pay to the Assignor interest for such period on such Outstanding Fixed Rate Loan
at the  applicable  rate  provided  by the Credit  Agreement.  In the event of a
prepayment of any Outstanding Fixed Rate Loan,  Assignee shall remit to Assignor
the excess of (a) the amount received by the Assignee as breakage costs over (b)
the amount  which  would have been  received  by the  Assignee  as a  prepayment
penalty if the amount of prepayment  penalty was based on the Outstanding  Fixed
Rate Loan Interest Rate. On and after the Effective Date, the Assignee will also
remit to the  Assignor any amounts of interest on Loans and fees  received  from
the Administrative  Agent which relate to the Purchased Percentage of Loans made
by the Assignor  accrued for periods prior to the Effective  Date or the Payment
Date as applicable.  In the event that either party hereto  receives any payment
to which the other party  hereto is entitled  under this  Assignment  Agreement,
then the party  receiving such amount shall promptly remit it to the other party
hereto.  ***[This  Section  subject  to  modification  by the  Assignor  and the
Assignee]***

                  5. FEES PAYABLE BY ASSIGNEE. On each day on which the Assignee
receives a payment of interest or fees under the Credit  Agreement (other than a
payment of interest or fees which the  Assignee is  obligated  to deliver to the
Assignor  pursuant to Section 4 hereof,  which shall be excluded in  determining
fees payable to the Assignor  pursuant to this Section),  the Assignee shall pay
to the  Assignor a fee. The amount of such fee shall be the  difference  between
(i) the amount of such interest or fee, as applicable,  received by the Assignee
and (ii) the amount of the interest or fee, as applicable, which would have been
received  by the  Assignee  if each  interest  rate was ___ of 1% less  than the
interest rate paid by the Company or if the facility fee was ___ of 1% less than

<PAGE>

the facility fee paid by the Company pursuant to Section 2.4, as applicable.  In
addition,  the Assignee  agrees to pay __% of the fee required to be paid to the
Administrative  Agent  pursuant  to  Section  12.3.2  of the  Credit  Agreement.
***[This Section subject to modification by the Assignor and the Assignee]***

                  6. CREDIT  DETERMINATION:  LIMITATIONS ON ASSIGNORS LIABILITY.
The  Assignee  represents  and  warrants to the  Assignor  that it is capable of
making and has made and shall continue to make its own credit determinations and
analysis based upon such information as the Assignee deemed  sufficient to enter
into the  transaction  contemplated  hereby and not based on any  statements  or
representations by the Assignor,  the Agents or any Lender. It is understood and
agreed that the assignment and assumption hereunder are made without recourse to
the Assignor and that the Assignor  makes no  representation  or warranty of any
kind to the Assignee  and shall not be  responsible  for (i) the due  execution,
legality, validity, enforceability,  genuineness,  sufficiency or collectibility
of  the  Credit  Agreement  or  any  other  Loan  Document,   including  without
limitation,  documents  granting the  Assignor and the other  Lenders a security
interest in assets of the Company or any of its Subsidiaries,  or any guarantor,
(ii) any representation, warranty or statement made in or in connection with any
of the Loan Documents,  (iii) the financial condition or creditworthiness of any
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan  Documents,  (v) the inspection of any of
the property,  books or records of the Company or any of its Subsidiaries,  (vi)
the  validity,   enforceability,   perfection,  priority,  condition,  value  or
sufficiency  of any  collateral  securing  or  purporting  to secure  the Loans.
Neither the Assignor nor any of its officers,  directors,  employees,  agents or
attorneys shall be liable for any mistake, error of judgment, or action taken or
omitted to be taken in connection with the Loans or the Loan  Documents,  except
for its or their own bad faith or willful misconduct.

                  7.  INDEMNITY.  The Assignee  agrees to indemnify and hold the
Assignor  harmless  against any and all losses,  costs and expenses  (including,
without limitation, reasonable attorneys' fees, which attorneys may be employees
of the Assignee) and liabilities  incurred by the Assignor in connection with or
arising in any manner from the  Assignee's  performance  or  non-performance  of
obligations assumed under this Assignment Agreement.


<PAGE>


                  8.  SUBSEQUENT  ASSIGNMENTS.  After the  Effective  Date,  the
Assignee shall have the right  pursuant to Section 12.3 of the Credit  Agreement
to assign the rights which are assigned to the Assignee  hereunder to any entity
or person, provided that (i) any such subsequent assignment does not violate any
of the terms and conditions of the Loan Documents or any law, rule,  regulations
order, writ, judgment,  injunction or decree and that any consent required under
the terms of the Loan Documents has been obtained,  (ii) the assignee under such
assignment  from the  Assignee  shall  agree  to  assume  all of the  Assignee's
obligations  hereunder  in a manner  satisfactory  to the Assignor and (iii) the
Assignee is not thereby  released  from any of its  obligations  to the Assignor
hereunder.

                  9. REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the
Aggregate  Commitment  occurs between the date of this Assignment  Agreement and
the Effective Date, the percentage of the Aggregate  Commitment  assigned to the
Assignee  shall  remain  the  percentage  specified  in Section 1 hereof and the
dollar amount of the Commitment of the Assignee shall be  recalculated  based on
the reduced Aggregate Commitment.

                  10. ENTIRE AGREEMENT.  This Assignment  Agreement ****[and the
attached  consent]**** embody the entire agreement and understanding between the
parties hereto and supersede all prior agreements and understandings between the
parties hereto relating to the subject matter hereof.

                  11. GOVERNING LAW. This Assignment Agreement shall be governed
by the internal law, and not the law of conflicts, of the State of New York.

                  12.  NOTICES.  Notices  shall be given  under this  Assignment
Agreement  in the  manner  set forth in the Credit  Agreement.  For the  purpose
hereof,  the  addresses  of the  parties  hereto  (until  notice  of a change is
delivered)  shall be the  address  set  forth  under  each  party's  name on the
signature pages hereof.


<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this  Assignment
Agreement by their duly authorized officers as of the date first above written.

                                            [NAME OF ASSIGNOR]


                                            By:

                                            Title:


                                            [NAME OF ASSIGNEE]

                                            By:

                                            Title:


<PAGE>

                                   EXHIBIT "I"

                                     NOTICE
                                  OF ASSIGNMENT

To:      THE SERVICEMASTER COMPANY LIMITED PARTNERSHIP
                  One ServiceMaster Way
                  Downers Grove, IL  60515
                  Attention:  Eric R. Zarnikow

                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                  as Documentation Agent
                  60 Wall Street
                  New York, NY  10260

                  THE FIRST NATIONAL BANK OF CHICAGO,
                  as Administrative Agent
                  One First National Plaza
                  Chicago, IL 60670


From:    [NAME OF ASSIGNOR]

         [NAME OF ASSIGNEE]

                                                                       , 19__

                  1. We  refer to that  364-Day  Credit  Agreement,  dated as of
April 1,1997 (which,  as it may be amended,  modified,  renewed or extended from
time to time, is herein called the "Credit Agreement"),  among The ServiceMaster
Company Limited Partnership (the "Company"), the Lenders named therein including
____________  (the  "Assignor"),   The  First  National  Bank  of  Chicago,   as
Administrative  Agent,  and  Morgan  Guaranty  Trust  Company  of New  York,  as
Documentation Agent.  Capitalized terms used herein and in any consent delivered
in connection herewith and not otherwise defined herein or in such consent shall
have the meanings attributed to them in the Credit Agreement.

                  2. This  Notice of  Assignment  (this  "Notice")  is given and
delivered to the Company and the Agents pursuant to Section 12.3.2 of the Credit
Agreement.

                  3. The  Assignor  and (the  "Assignee")  have  entered into an
Assignment Agreement, dated as of , 19__, pursuant to which, among other things,
the Assignor has sold, assigned,  delegated and transferred to the Assignee, and
the Assignee has purchased, accepted and assumed from the Assignor, an undivided
interest in and to all of the Assignor's rights and obligations under the Credit
Agreement such that Assignee's percentage of the Aggregate Commitment shall

<PAGE>

equal __%,  effective as of the Effective  Date (as  hereinafter  defined).  The
"Effective  Date"  shall  be the  later  of ____ or two  Business  Days (or such
shorter  period as agreed to by the Agents) after this Notice of Assignment  and
any  consents  and fees  required  by  Sections  12.3.1 and 12.3.2 of the Credit
Agreement  have been  delivered to the Agents,  provided that the Effective Date
shall not occur if any  condition  precedent  agreed to by the  Assignor and the
Assignee has not been satisfied.

                  4. As of this date,  the  percentage  of the  Assignor  in the
Aggregate  Commitment and Committed  Advances is __%. As of the Effective  Date,
the  percentage  of the  Assignor  in the  Aggregate  Commitment  and  Committed
Advances  will be __%  (as  such  percentage  may be  reduced  or  increased  by
assignments  which  become  effective  prior to the  assignment  to the Assignee
becoming  effective)  and  the  percentage  of the  Assignee  in  the  Aggregate
Commitment and Committed Advances will be __%.

                  5. The Assignor  and the  Assignee  hereby give to the Company
and the Agents notice of the assignment and delegation  referred to herein.  The
Assignor  will confer with the Agents before  _______,  19__ to determine if the
assignment  to the  Assignee  will  become  effective  on such date  pursuant to
Section 3 hereof,  and will confer with the Agents to  determine  the  Effective
Date pursuant to Section 3 hereof if it occurs  thereafter.  The Assignor  shall
notify the Agents if the assignment to the Assignee does not become effective on
any proposed Effective Date as a result of the failure to satisfy the conditions
precedent  agreed to by the  Assignor  and the  Assignee.  At the request of the
Agent, the Assignor will give the Agents written  confirmation of the occurrence
of the Effective Date.

                  6. The Assignee  hereby accepts and assumes the assignment and
delegation referred to herein and agrees as of the Effective Date (i) to perform
fully all of the  obligations  under the  Credit  Agreement  which it has hereby
assumed and (ii) to be bound by the terms and conditions of the Credit Agreement
as if it were a "Lender".

                  7. The Assignor  and the  Assignee  request and agree that any
payments to be made by the Administrative Agent to the Assignor on and after the
Effective  Date shall,  to the extent of the assignment  referred to herein,  be
made entirely to the  Assignee,  it being  understood  that the Assignor and the
Assignee shall make between themselves any desired allocations.

                  8.  The   Assignor   or  the   Assignee   shall   pay  to  the
Administrative  Agent on or before  the  Effective  Date the  processing  fee of
$3,500 required by Section 12.3.2 of the Credit Agreement.

<PAGE>

                  9. The Assignor  and the Assignee  request and direct that the
Administrative  Agent prepare and cause the  Borrower(s)  to execute and deliver
[new Notes or, as  appropriate,]  replacement  Notes,  to the  Assignor  and the
Assignee in accordance with Section 12.3.2 of the Credit Agreement. The Assignor
[and the Assignee] agree[s] to deliver to the Administrative  Agent the original
Notes received from it by the Borrower(s)  upon the Assignor's [and  Assignee's]
receipt of new Notes in the amounts set forth above.

                  10. The  Assignee  advises the Agents that the address  listed
below is its address for notices under the Credit Agreement:

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


[NAME OF ASSIGNOR]                          [NAME OF ASSIGNEE]

By:                                                  By:

Title:                                               Title:


<PAGE>


                                  EXHIBIT "II"

                               CONSENT AND RELEASE


TO:      [NAME OF ASSIGNOR]                 [NAME OF ASSIGNEE]

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


                                                              , 19__


                  1.  We   acknowledge   receipt  from  (the   "Assignor")   and
______________________ (the "Assignee") of the Notice of Assignment, dated as of
__________, 19__ (the "Notice"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to them in the Notice.

                  ****[2.  In consideration of the assumption by the Assignee of
the obligations of the Assignor as referred to in the Notice, the Company hereby
(i) irrevocably consents, as required by Section 12.3.1 of the Credit Agreement,
to the assignment  and  delegation  referred to in the Notice and (ii) as of the
Effective  Date,  irrevocably  reduces  the  percentage  of the  Assignor in the
Aggregate  Commitment by the percentage of the Aggregate  Commitment assigned to
the  Assignee  and releases  the  Assignor  from all of its  obligations  to the
Company or any of its  Subsidiaries  under the Loan Documents to the extent that
such obligations have been assumed by the Assignee]****

                  3. The Administrative Agent is hereby requested to prepare for
issuance by the relevant Borrower new Notes as requested by the Assignor and the
Assignee in the Notice.

                  ****[4.  In consideration of the assumption by the Assignee of
the obligations of the Assignor as referred to in the Notice,  the Agents hereby
(i) irrevocably  consent, as required by Section 12.3.1 of the Credit Agreement,
to the  assignment  and  delegation  referred to in the  Notice,  (ii) as of the
Effective  Date,  irrevocably  release the Assignor from its  obligations to the
Agents under the Loan  Documents to the extent that such  obligations  have been
assumed by the Assignee,  and (iii) agree that, as of the  Effective  Date,  the
Agents shall consider the Assignee as a "Lender" for all purposes under the Loan
Documents  to the extent of the  assignment  and  delegation  referred to in the
Notice.]****

<PAGE>

THE SERVICEMASTER COMPANY                   THE FIRST NATIONAL BANK
LIMITED PARTNERSHIP                         OF CHICAGO, as Administrative Agent

By: ServiceMaster Management                By:
    Corporation, its General                Title:
    Partner
                                            MORGAN GUARANTY TRUST
By:                                         COMPANY OF NEW YORK, as
Title:                                      Documentation Agent

                                            By:
                                            Title:

* Paragraphs  2 and 4 are to be included  only if the consent of the Company and
the Agents is required pursuant to Section 12.3.1 of the Credit Agreement.


<PAGE>
                                   EXHIBIT "F"

                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To:      The First National Bank of Chicago, as Administrative Agent under the
         Credit Agreement described below.

From:    [Name of Borrower] (the "Borrower")

Re:      364-Day Credit Agreement, dated as of April 1, 1997 (as the same may be
         amended or modified,  the "Credit Agreement"),  among The ServiceMaster
         Company  Limited  Partnership,  the Lenders  named  therein,  The First
         National Bank of Chicago, as Administrative  Agent, and Morgan Guaranty
         Trust Company of New York, as Documentation Agent.

                  Terms used  herein and not  otherwise  defined  shall have the
meanings assigned thereto in the Credit Agreement.

                  The  Administrative  Agent  is  specifically   authorized  and
directed to act upon the following  standing  money transfer  instructions  with
respect to the proceeds of Advances or other  extensions  of credit from time to
time until receipt by the Administrative  Agent of a specific written revocation
of such instructions by the Borrower, provided, however, that the Administrative
Agent may  otherwise  transfer  funds as  hereafter  directed  in writing by the
Borrower in accordance with Section 13.1 of the Credit Agreement.

Facility Identification Number(s)

Customer/Account Name

Transfer Funds To

For Account No.

Reference/Attention To

Authorized Officer (Customer
  Representative)                                     Date


    (Please Print)                  Signature

Bank Officer Name                                     Date


    (Please Print)                  Signature

       (Deliver Completed Form to Credit Support Staff For Immediate Processing)


<PAGE>

                                   EXHIBIT "G"

                         FORM OF ELECTION TO PARTICIPATE



                                                                __________, 19__


MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as Documentation Agent
  for the Lenders under the 364-Day Credit Agreement      dated as of April 1,
  1997 among The ServiceMaster Company Limited Partnership
  (the "Company"), the Lenders named therein,
  The First National Bank of Chicago, as
  Administrative Agent, and the Documentation
  Agent

Dear Sirs:

                  Reference  is made to the Credit  Agreement  described  above.
Terms not defined herein which are defined in the Credit  Agreement have for the
purposes hereof the meaning provided therein.

                  The   undersigned,    [name   of   Eligible   Subsidiary],   a
[corporation]  [partnership]  organized  under  the  laws  of  [jurisdiction  of
organization],  elects to be an Eligible  Subsidiary  for purposes of the Credit
Agreement,  effective  upon your  receipt  hereof until an Election to Terminate
shall have been  delivered to you with respect to the  undersigned in accordance
with the Credit Agreement.

                  The  undersigned   confirms  that  the   representations   and
warranties set forth in Article XIV of the Credit Agreement are true and correct
as to the undersigned as of the date hereof. In particular, [except as disclosed
below,]  there is no income,  stamp or other tax of any  country,  or any taxing
authority  thereof or  therein,  imposed by or in the nature of  withholding  or
otherwise,  which  is  imposed  on any  payment  to be made  by the  undersigned
pursuant to the Credit Agreement or the Notes of the undersigned,  or is imposed
on or by virtue of the  execution,  delivery or  enforcement of this Election to
Participate or of the Notes of the undersigned.

                  The  undersigned  agrees to perform all the  obligations of an
Eligible  Subsidiary under, and to be bound in all respects by the terms of, the
Credit Agreement,  including without limitation  Sections 9.11 and 9.12 thereof,
as if the  undersigned  were a signatory party thereto.  The undersigned  hereby
confirms the authority of the Financial  Officers to act on its behalf as to all
matters relating to the Credit Agreement.

<PAGE>

                  The address to which all notices to the undersigned  under the
Credit Agreement should be directed is:

                  This  instrument  shall be  construed in  accordance  with and
governed by the laws of the State of New York.

                                    Very truly yours,

                                    [NAME OF ELIGIBLE SUBSIDIARY]



                                    By __________________________________
                                    Title:


                  The undersigned confirms that [name of Eligible Subsidiary] is
an additional Borrower for purposes of the Credit Agreement described above.


                                    THE SERVICEMASTER COMPANY LIMITED
                                    PARTNERSHIP

                                    By: ServiceMaster Management
                                    Corporation, its General Partner



                                    By __________________________________
                                    Title:




                  Receipt of the above Election to  Participate is  acknowledged
on and as of the date set forth above.


                                    MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK, as Documentation Agent


                                    By __________________________________
                                    Title:


<PAGE>

                                   EXHIBIT "H"

                          FORM OF ELECTION TO TERMINATE



                                                                __________, 19__


MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as Documentation Agent
  for the Lenders under the 364-Day Credit Agreement     dated as of April 1,
  1997 among The ServiceMaster Company Limited Partnership
  (the "Company"), the Lenders named therein,
  The First National Bank of Chicago, as
  Administrative Agent, and the Documentation
  Agent

Dear Sirs:

                  Reference  is made to the Credit  Agreement  described  above.
Terms not defined herein which are defined in the Credit  Agreement have for the
purposes hereof the meaning provided therein.

                  The undersigned  hereby elect to terminate the status of [name
of Eligible Subsidiary], a [corporation]  [partnership] organized under the laws
of [jurisdiction of organization] (the "Designated Subsidiary"),  as an Eligible
Subsidiary  for purposes of the Credit  Agreement,  effective  upon your receipt
hereof. The undersigned represent and warrant that all principal and interest on
all Notes of the  Designated  Subsidiary  and all other  amounts  payable by the
Designated Subsidiary pursuant to the Credit Agreement have been paid in full on
or prior to the date hereof.  Notwithstanding  the  foregoing,  this Election to
Terminate shall not affect any obligation of the Designated Subsidiary under the
Credit Agreement or under any of its Notes heretofore incurred.


<PAGE>


                  This  instrument  shall be  construed in  accordance  with and
governed by the laws of the State of New York.


                                    Very truly yours,

                                    [NAME OF DESIGNATED SUBSIDIARY]


                                    By __________________________________
                                    Title:


                                    THE SERVICEMASTER COMPANY LIMITED
                                    PARTNERSHIP

                                    By: ServiceMaster Management
                                    Corporation, its General Partner



                                    By __________________________________
                                    Title:



                  Receipt  of  the  above   Election  to   Terminate  is  hereby
acknowledged on and as of the date set forth above.


                                    MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK, as Documentation Agent



                                    By __________________________________
                                    Title:


<PAGE>

                                   EXHIBIT "I"

               FORM OF OPINION OF COUNSEL FOR ELIGIBLE SUBSIDIARY



                                                                __________, 19__


To the Lenders and Agents
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Documentation Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

                  I am counsel to [name of Eligible Subsidiary], a [corporation]
[partnership]  organized under the laws of [jurisdiction  of organization]  (the
"Eligible Subsidiary"),  and give this opinion pursuant to Section 4.2(b) of the
364-Day Credit Agreement,  dated as of April 1, 1997 (as the same may be amended
or modified,  the "Credit Agreement"),  among The ServiceMaster  Company Limited
Partnership (the "Company"),  the Lenders named therein, The First National Bank
of Chicago,  as  Administrative  Agent, and Morgan Guaranty Trust Company of New
York, as  Documentation  Agent.  Terms defined in the Credit  Agreement are used
herein as therein defined.

                  I have  examined  originals or copies,  certified or otherwise
identified  to  my   satisfaction,   of  such  documents,   corporate   records,
certificates of public  officials and other  instruments and have conducted such
other investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion.

                  Upon the basis of the foregoing, I am of the opinion that:

                  1. The Eligible  Subsidiary is a  [corporation]  [partnership]
duly  organized,  validly  existing  and in  good  standing  under  the  laws of
[jurisdiction of organization], and is a Subsidiary of the Company.

                  2. The  execution  and delivery by the Eligible  Subsidiary of
its Election to  Participate  and its Notes and the  performance by the Eligible
Subsidiary  of its  obligations  under the  Credit  Agreement  and its Notes are
within the Eligible  Subsidiary's legal powers, have been duly authorized by all
necessary [corporate]  [partnership] or other legal action, require no action by
or in respect of, or filing with, any governmental body, agency or official and

<PAGE>

do not contravene,  or constitute a default under,  in any material  respect any
provision of applicable law or regulation or of the organizational  documents of
the Eligible  Subsidiary  or of any  indenture or other  agreement or instrument
governing  Debt or any other material  agreement or instrument  binding upon the
Company or the Eligible  Subsidiary  or result in the creation or  imposition of
any Lien on any asset of the Eligible Subsidiary or any of its Subsidiaries.

                  3. The Election to Participate of the Eligible  Subsidiary and
the Credit  Agreement  constitute  valid and binding  agreements of the Eligible
Subsidiary  and its  Notes  constitute  valid  and  binding  obligations  of the
Eligible  Subsidiary,  in each case  enforceable  in accordance  with its terms,
except as may be limited by (i)  bankruptcy,  insolvency  or other  similar laws
affecting  the rights and  remedies  of  creditors  generally  and (ii)  general
principles of equity.

                  4. Except as disclosed in the Election to  Participate,  there
is no income, stamp or other tax of any country, or any taxing authority thereof
or therein,  imposed by or in the nature of withholding  or otherwise,  which is
imposed on any  payment to be made by the  Eligible  Subsidiary  pursuant to the
Credit  Agreement  or on  its  Notes,  or is  imposed  on or by  virtue  of  the
execution,  delivery or  enforcement  of its Election to  Participate  or of its
Notes.


                                            Very truly yours,


<PAGE>

                                   EXHIBIT "J"

                    FORM OF OPINION OF COUNSEL FOR THE AGENTS


                                                              April 1, 1997



To the Lenders and the Agents
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Documentation Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

                  We have  participated in the preparation of the 364-Day Credit
Agreement,  dated as of April 1, 1997 (as the same may be amended  or  modified,
the "Credit  Agreement"),  among The ServiceMaster  Company Limited  Partnership
(the "Company"),  the Lenders named therein, The First National Bank of Chicago,
as  Administrative  Agent,  and Morgan  Guaranty  Trust  Company of New York, as
Documentation  Agent,  and have acted as special  counsel for the Agents for the
purpose of  rendering  this  opinion  pursuant  to Section  4.1(x) of the Credit
Agreement.  Terms  defined in the Credit  Agreement  are used  herein as therein
defined.

                  We have examined  originals or copies,  certified or otherwise
identified  to  our  satisfaction,   of  such  documents,   corporate   records,
certificates of public  officials and other  instruments and have conducted such
other  investigations  of fact and law as we have deemed  necessary or advisable
for purposes of this opinion.

                  Upon the basis of the  foregoing,  we are of the opinion  that
the Credit  Agreement  constitutes a valid and binding  agreement of the Company
and the Notes of the Company  constitute  valid and binding  obligations  of the
Company,  in each case  enforceable in accordance with their  respective  terms,
except as the same may be  limited by  bankruptcy,  insolvency  or similar  laws
affecting creditors' rights generally and by general principles of equity.


<PAGE>


                  We are  members  of the Bar of the  State  of New York and the
foregoing  opinion  is  limited  to the  laws of the  State  of New York and the
federal  laws of the United  States of  America.  To the extent that our opinion
expressed  herein  involves  conclusions  as to matters  governed by the laws of
other  jurisdictions,  we have relied,  with your permission,  on the opinion of
[counsel for the Company], addressed to you and dated the date hereof, copies of
which have been  delivered  to you,  and we have  assumed,  without  independent
investigation,  the  correctness of the matters set forth in such opinions,  our
opinion being subject to the  assumptions,  qualifications  and  limitations set
forth in such opinion with respect thereto. In addition, in giving the foregoing
opinion,  we  express  no  opinion  as to the  effect (if any) of any law of any
jurisdiction (except the State of New York) in which any Lender is located which
limits the rate of interest that such Lender may charge or collect.

                  This opinion is rendered  solely to you in connection with the
above  matter.  This opinion may not be relied upon by you for any other purpose
or relied upon by any other person without our prior written consent.

                                Very truly yours,