EXHIBIT 10.2



 



THIRD AMENDED AND RESTATED 

 REVOLVING CREDIT AGREEMENT



Dated as of May 16, 2000



by and among



WASTE CONNECTIONS, INC.

AND ITS SUBSIDIARIES

(the "Borrowers")



THE LENDING INSTITUTIONS PARTY HERETO

(the "Banks")



and



FLEET NATIONAL BANK, as Administrative Agent  



 BANKERS TRUST COMPANY, 

 as Syndication Agent



and 



WELLS FARGO BANK, N.A., LASALLE BANK NATIONAL ASSOCIATION, 

 UNION BANK OF CALIFORNIA, N.A. 

 each as Managing Agent



CHASE BANK OF TEXAS, COMERICA BANK - CALIFORNIA  

each as Co-Agent



With



FLEETBOSTON ROBERTSON STEPHENS INC., as Lead Arranger 

DEUTSCHE BANK SECURITIES, INC., as Co-Lead Arranger






TABLE OF CONTENTS

	§1. DEFINITIONS AND RULES OF
      INTERPRETATION.	1  
	           §1.1.
      Definitions.	
      1  

    
	           §1.2.
      Rules of Interpretation.	16
	§2. THE REVOLVING CREDIT FACILITY.	17
	           §2.1.
      Commitment to Lend.	17
	           §2.2.
      Reduction and Increase of Total Commitment.	17
	           §2.2.2.
      Increase of Total Commitment.	18
	           §2.3.
      The Revolving Credit Notes.	18
	           §2.4.
      Interest on Loans.	18
	           §2.5.
      Election of Eurodollar Rate; Notice of
      Election; Interest Periods;	 
	           Minimum
      Amounts.	18
	           §2.6.
      Requests for Revolving Credit Loans.	19
	           §2.7.
      Funds for Revolving Credit Loans.	20
	           §2.8.
      Maturity of the Loans.	21
	           §2.9.
      Mandatory Repayments of the Loans.	21
	           §2.10.
      Optional Prepayments or Repayments of Loans.	21
	           §2.11.
      Swing Line Loans; Settlements.	21
	§3. LETTERS OF CREDIT.	23
	           §3.1.
      Letter of Credit Commitments.	23
	           §3.2.
      Reimbursement Obligation of the Borrowers.	24
	           §3.3.
      Letter of Credit Payments.	25
	           §3.4.
      Obligations Absolute.	25
	           §3.5.
      Reliance by Administrative Agent.	26
	§4. FEES, PAYMENTS, AND COMPUTATIONS;
      JOINT AND SEVERAL	 
	LIABILITY.	26
	           §4.1.
      Fees.	26
	           §4.2.
      Payments.	27
	           §4.3.
      Computations.	28
	           §4.4.
      Capital Adequacy.	28
	           §4.5.
      Certificate.	28
	           §4.6.
      Interest on Overdue Amounts.	28
	           §4.7.
      Interest Limitation.	29
	           §4.8.
      Eurodollar Indemnity.	29
	           §4.9.
      Illegality; Inability to Determine Eurodollar
      Rate.	29
	           §4.10.
      Additional Costs, Etc.	30
	           §4.11.
      Replacement of Banks.	30
	           §4.12.
      Concerning Joint and Several Liability of
      the Borrowers.	31
	§5. REPRESENTATIONS AND WARRANTIES.	32
	           §5.1.
      Corporate Authority.	33
	           §5.2.
      Governmental Approvals.	33
	           §5.3.
      Title to Properties; Leases.	33
	           §5.4.
      Financial Statements; Solvency.	33
	           §5.5.
      No Material Changes, Etc.	34
	           §5.6.
      Permits, Franchises, Patents, Copyrights, Etc.	34
	           §5.7.
      Litigation.	34
	           §5.8.
      No Materially Adverse Contracts, Etc.	34
	           §5.9.
      Compliance With Other Instruments, Laws,
      Etc.	34
	           §5.10.
      Tax Status.	35





-ii-

	           §5.11.
      No Event of Default.	35
	           §5.12.
      Holding Company and Investment Company Acts.	35
	           §5.13.
      Absence of Financing Statements, Etc.	35
	           §5.14.
      Employee Benefit Plans.	35
	           §5.15.
      Use of Proceeds.	36
	                     §5.15.1.
      General.	36
	                     §5.15.2.
      Regulations U and X.	36
	                     §5.15.3.
      Ineligible Securities.	36
	           §5.16.
      Environmental Compliance.	37
	           §5.17.
      Perfection of Security Interests.	38
	           §5.18.
      Transactions with Affiliates.	38
	           §5.19.
      Subsidiaries.	38
	           §5.20.
      True Copies of Charter and Other
      Documents.	38
	           §5.21.
      Disclosure.	39
	           §5.22.
      Capitalization.	39
	§6. AFFIRMATIVE COVENANTS OF THE BORROWERS.	39
	           §6.1.
      Punctual Payment.	39
	           §6.2.
      Maintenance of Offices.	39
	           §6.3.
      Records and Accounts.	39
	           §6.4.
      Financial Statements, Certificates and Information.	40
	           §6.5.
      Corporate Existence and Conduct of Business.	41
	           §6.6.
      Maintenance of Properties.	41
	           §6.7.
      Insurance.	41
	           §6.8.
      Taxes.	42
	           §6.9.
      Inspection of Properties, Books, and Contracts.	42
	           §6.10.
      Compliance with Laws, Contracts, Licenses
      and Permits;	 
	           Maintenance
      of Material Licenses and Permits.	42
	           §6.11.
      Environmental Indemnification.	42
	           §6.12.
      Further Assurances.	43
	           §6.13.
      Notice of Potential Claims or Litigation.	43
	           §6.14.
      Notice of Certain Events Concerning Insurance
      and Environmental	 
	           Claims.	43
	           §6.15.
      Response Actions.	44
	           §6.16.
      Notice of Default.	44
	           §6.17.
      New Subsidiaries.	44
	           §6.18.
      Employee Benefit Plans.	44
	           §6.19.
      Notice of Loss of Material Contracts.	44
	§7. CERTAIN NEGATIVE COVENANTS OF THE
      BORROWERS.	45
	           §7.1.
      Restrictions on Indebtedness.	45
	           §7.2.
      Restrictions on Liens.	45
	           §7.3.
      Restrictions on Investments.	47
	           §7.4.
      Merger, Consolidation and Disposition of
      Assets.	47
	                     §7.4.1.
      Mergers and Acquisitions.	47
	                     §7.4.2.
      Disposition of Assets.	49
	           §7.5.
      Sale and Leaseback.	49
	           §7.6.
      Restricted Distributions and Redemptions.	49
	           §7.7.
      Employee Benefit Plans.	50
	           §7.8.
      Negative Pledges.	50
	           §7.9.
      Business Activities.	50


ii




-iii-

	           §7.10.
      Transactions with Affiliates.	50
	           §7.11.
      Subordinated Debt.	51
	§8. FINANCIAL COVENANTS.	51
	           §8.1.
      Leverage Ratio.	51
	           §8.2.
      Funded Debt to Capitalization Ratio.	51
	           §8.3.
      Interest Coverage Ratio.	51
	           §8.4.
      Profitable Operations.	51
	           §8.5.
      Capital Expenditures.	52
	§9. CLOSING CONDITIONS.	52
	           §9.1.
      Corporate Action.	52
	           §9.2.
      Loan Documents, Etc.	52
	           §9.3.
      Certificate of Secretary; Good Standing
      Certificates.	52
	           §9.4.
      Validity of Liens.	52
	           §9.5.
      Perfection Certificates and UCC Search Results.	52
	           §9.6.
      Certificates of Insurance.	53
	           §9.7.
      Legal Opinions.	53
	           §9.8.
      Environmental Permit Certificate.	53
	           §9.9.
      Payment of Fees.	53
	           §9.10.
      Closing Certificate.	53
	§10. CONDITIONS OF ALL LOANS.	53
	           §10.1.
      Representations True; No Event of Default.	53
	           §10.2.
      Performance; No Event of Default.	54
	           §10.3.
      No Legal Impediment.	54
	           §10.4.
      Governmental Regulation.	54
	           §10.5.
      Proceedings and Documents.	54
	§11. COLLATERAL SECURITY.	54
	§12. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF	 
	COMMITMENT.	55
	           §12.1.
      Events of Default and Acceleration.	55
	           §12.2.
      Termination of Commitments.	57
	           §12.3.
      Remedies.	57
	§13. SETOFF.	58
	§14. THE ADMINISTRATIVE AGENT.	58
	           §14.1.
      Appointment of Administrative Agent, Powers
      and Immunities.	58
	           §14.2.
      Actions By Administrative Agent.	59
	           §14.3.
      INDEMNIFICATION.	59
	           §14.4.
      Reimbursement.	60
	           §14.5.
      Documents.	60
	                      §14.5.1.
      Closing Documentation.	60
	                      §14.5.2.
      Other Documents.	60
	           §14.6.
      Non-Reliance on Administrative Agent and
      Other Banks.	61
	           §14.7.
      Resignation or Removal of Administrative
      Agent.	61
	           §14.8.
      Consents, Amendments, Waivers, Etc.	62
	           §14.9.
      Delinquent Banks.	62
	           §14.10.
      Syndication Agent.	63
	§15. EXPENSES AND INDEMNIFICATION.	63
	           §15.1.
      Expenses.	63
	           §15.2.
      Indemnification.	63
	           §15.3.
      Survival.	64


iii




-iv-

	§16. SURVIVAL OF COVENANTS, ETC.	64
	§17. ASSIGNMENT AND PARTICIPATION.	64
	§18. PARTIES IN INTEREST.	65
	§19. NOTICES, ETC.	66
	§20. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.	66
	           §20.1.
      Sharing of Information with Section 20
      Subsidiary.	66
	           §20.2.
      Confidentiality.	66
	           §20.3.
      Prior Notification.	67
	           §20.4.
      Other.	67
	§21. MISCELLANEOUS.	67
	§22. ENTIRE AGREEMENT, ETC.	67
	§23. WAIVER OF JURY TRIAL.	68
	§24. GOVERNING LAW.	68
	§25. SEVERABILITY.	68


 
	 	Schedules & Exhibits
	 	 
	Exhibit A	Form of Revolving Credit Note
	Exhibit B	Form of Loan and Letter of Credit Request
	Exhibit C	Form of Swing Line Note
	Exhibit D	Form of Compliance Certificate
	Exhibit E	Form of Environmental Compliance
      Certificate
	Exhibit F	Form of Assignment and Acceptance
	 	 
	 	 
	Schedule 1	Banks; Addresses; Commitment Percentages
	Schedule 2	Subsidiaries
	Schedule 3.1	Letters of Credit
	Schedule 5.7	Litigation
	Schedule 5.9	Material Contracts
	Schedule 5.16	Environmental Matters
	Schedule 5.18	Transactions with Affiliates
	Schedule 7.2	Existing Liens
	Schedule 7.3	Existing Investments



iv




THIRD AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

     This THIRD AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT is made as of May 16, 2000 (the "Credit
Agreement"), by and among (a) WASTE CONNECTIONS, INC., a Delaware
corporation (the "Parent"), the subsidiaries of the Parent identified
on Schedule 2 hereto (the "Subsidiaries," and collectively with
the Parent, the "Borrowers"), (b) FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.) a national banking association having a place of business at
100 Federal Street, Boston, Massachusetts 02110 (acting in its individual
capacity, "Fleet") and the other banks and lending institutions which
are identified on Schedule 1 attached hereto (collectively, the
"Banks"), (c) FLEET NATIONAL BANK, as administrative agent for
the Banks (the "Administrative Agent"), (d) WELLS FARGO BANK, N.A.,
LASALLE BANK NATIONAL ASSOCIATION and UNION BANK OF CALIFORNIA, N.A.,
each as a managing agent for the Banks (each a "Managing Agent" and
collectively, the "Managing Agents"), (e) CHASE BANK OF TEXAS
and COMERICA BANK — CALIFORNIA, each as a co-agent for the Banks (each
a "Co-Agent" and collectively, the "Co-Agents"), and (f) BANKERS
TRUST COMPANY, as syndication agent for the Banks (the "Syndication
Agent").

W I T N E S S E T H:

     WHEREAS, the Borrowers and the
Administrative Agent are party to that certain Second Amended and Restated
Revolving Credit Agreement dated as of March 30, 1999, (as amended and in effect
as of the date hereof, the "Prior Credit Agreement"); and 

    WHEREAS, the Borrowers have requested, among other
things, additional financing and the Banks are willing to provide such financing
on the terms and conditions set forth herein; 

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

§1. DEFINITIONS AND RULES OF INTERPRETATION.

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

    Accountants. An independent accounting firm of
national standing reasonably acceptable to the Banks and the Administrative
Agent.

    Affected Bank. See §4.11.

    Administrative Agent. See Preamble.

    Affiliates. Any Person that would be
considered to be an affiliate of any Borrower under Rule 144(a) of the Rules and
Regulations of the Securities and

1




Exchange Commission, as in effect on the date hereof, if the Borrower were
issuing securities.

     Applicable Base Rate Margin. The
applicable margin with respect to Base Rate Loans as set forth in the Pricing
Table.

     Applicable Commitment Rate. The
applicable rate with respect to the Commitment Fee as set forth in the Pricing
Table.

     Applicable Eurodollar Margin. The
applicable margin with respect to Eurodollar Loans as set forth in the Pricing
Table.

     Applicable Laws. See §6.10.

     Applicable L/C Margin. The applicable
margin with respect to the Letter of Credit Fee as set forth in the Pricing
Table.

     Assignment and Acceptance. See §17. 

     Balance Sheet Date. December 31, 1999. 

     Banks. See Preamble.

     Base Rate.
The higher of (a) the variable annual rate of interest so designated from time
to time by Fleet as its "prime rate," such rate being a reference rate and
not necessarily representing the lowest or best rate being charged to any
customer or (b) one-half of one percent (1/2%) above the overnight federal funds
effective rate, as published by the Board of Governors of the Federal Reserve
System, as in effect from time to time. Changes in the Base Rate resulting from
any changes in Fleet's "prime rate" shall take place immediately without
notice or demand of any kind on the effective day of such change.

     Base Rate Loans. Loans bearing interest
calculated by reference to the Base Rate. 

     Borrowers. See Preamble.

     Boston Office. The Administrative
Agent's office located at 100 Federal Street, Boston, Massachusetts 02110, or
such other location as the Administrative Agent may designate from time to time.

     Business Day. Any day on which banking
institutions in Boston, Massachusetts or New York, New York are open for the
transaction of banking business.

     Capital Assets. Fixed assets, both
tangible (such as land, buildings, fixtures, machinery and equipment) and
intangible (such as patents, copyrights, trademarks, franchises and goodwill); provided
that Capital Assets shall not include (a) any item customarily charged
directly to expense or depreciated over a useful life of twelve (12) months or
less in accordance with generally accepted accounting principles, or (b)
any item obtained through an acquisition permitted by §7.4 hereof.

     Capital Expenditures. Amounts paid or
indebtedness incurred by the Borrowers and their Subsidiaries in connection with
(i) the purchase or lease of Capital Assets that

2




would be required to be capitalized and shown on the balance sheet of such
Person in accordance with GAAP or (ii) the lease of any assets by the Borrowers
or any Subsidiary as lessee under any Synthetic Lease to the extent that such
assets would have been Capital Assets had the Synthetic Lease been treated for
accounting purposes as a Capitalized Lease.

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

     CERCLA. See definition of Release.

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

     CFO. See §6.4(b).

     Closing Date. The date on which the
conditions precedent set forth in §9 are satisfied.

     Co-Agent(s). See preamble.

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

     Collateral. All of the property, rights
and interests of the Borrowers that are or are intended to be subject to the
security interests created by the Security Documents.

     Columbia Bond. The $13,000,000 Solid
Waste Transfer Station Revenue Bonds, Columbia Resource Company Project, Series
1991, issued by the Industrial Revenue Bond Public Corporation of Clark County,
Washington.

     Columbia Bond Documents. The
documentation executed in connection with the Columbia Bond.

     Columbia Issuing Bank. U.S. Bank
National Association, a national banking association and a Bank hereunder.

     Columbia Letter of Credit. The direct
pay letter of credit issued by the Columbia Issuing Bank to support the Columbia
Bond in the original stated amount of $13,598,805.32, as such face amount is
reduced pursuant to the terms of such letter of credit from time to time.

     Columbia Security Documents. The
security agreements and mortgages securing the Columbia Letter of Credit and
Columbia Bond.

     Commitment. With respect to each Bank,
the amount determined by multiplying such Bank's Commitment Percentage by the
Total Commitment specified in §2.1 hereof, as the same may be reduced from time
to time.

3




     Commitment Fee. See §4.1.

     Commitment Percentage. With respect to
each Bank, the percentage initially set forth beside its name on Schedule 1 (subject
to adjustment in accordance with §§2.2.2 and 17).

     Compliance Certificate. See §6.4(c).

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

     Consolidated Earnings Before Interest and
Taxes or EBIT. For any period, the Consolidated Net Income (or Deficit) of
the Borrowers determined in accordance with GAAP, plus (a) interest
expense, (b) income taxes, (c) non-cash stock compensation charges of up to
$260,000 in the aggregate taken during the four (4) fiscal quarters ending March
31, 2000 and no more than $110,000 in the aggregate thereafter, to the extent
that each was deducted in determining Consolidated Net Income (or Deficit), all
as determined in accordance with GAAP, (d) non-cash special charges for interest
expense attributable to loan fees paid to Fleet and the Lenders in connection
with the refinancing of the then existing credit facilities of up to $180,000 in
the aggregate taken during the fiscal quarter ended March 31, 1999, (e) non-cash
special charges relating to the "Allied Swap" in an aggregate amount
not to exceed $833,000 and taken during the fiscal quarter ending June 30, 2000,
(f) pooling charges taken in connection with any acquisition permitted under §7.4.1
hereof to the extent such pooling charges were deducted in determining
Consolidated Net Income (or deficit), and (g) EBIT (plus nonrecurring company
expenses that are (i) discontinued or adjusted upon acquisition by any of the
Borrowers, such as owner compensation and adjustments to depreciation to conform
to the Parent's accounting treatment, and (ii) approved by the Administrative
Agent) for the prior twelve (12) months of any company acquired (either through
an acquisition of such company's stock or through an acquisition of all or
substantially all of such company's assets) during the period reported in a
Compliance Certificate and other appropriate documentation (including, without
limitation, historical financial results and balance sheets of the acquired
companies), in form and substance satisfactory to the Administrative Agent,
delivered to the Administrative Agent and the Banks pursuant to §§6.4 or
7.4.1(a) shall be included in the calculation of EBIT if (x) the financial
statements of such acquired Subsidiaries have been audited, or (y) the
Administrative Agent consents to such inclusion after being furnished with other
acceptable financial statements and (z) the Compliance Certificate delivered to
the Administrative Agent and the Banks for the period in which such acquisition
was made shall report such acquisition.

     Consolidated Earnings Before Interest, Taxes,
Depreciation, and Amortization or EBITDA. For any period (without
duplication), EBIT plus the depreciation expense and amortization
expense, to the extent that each was deducted in determining Consolidated Net
Income (or Deficit), determined in accordance with GAAP, plus the
depreciation expense and amortization expense (without duplication) of any
company whose EBIT was included as an adjustment as set forth in the definition
of EBIT.

4




     Consolidated Net Income (or Deficit).
The consolidated net income (or deficit) of the Borrowers after deduction of all
expenses, taxes, and other proper charges (including, without limitation,
pooling charges taken in connection with acquisitions permitted under §7.4.1),
determined in accordance with GAAP.

     Consolidated Net Worth. The excess of
Consolidated Total Assets over Consolidated Total Liabilities, less, to
the extent otherwise includable in the computation of Consolidated Net Worth,
any subscriptions receivable.

     Consolidated Total Assets. All assets of
the Borrowers and their Subsidiaries determined on a consolidated basis in
accordance with GAAP, plus (i) without duplication, all assets leased by the
Borrowers or any Subsidiary as lessee under any Synthetic Lease to the extent
that such assets would have been consolidated balance sheet assets had the
Synthetic Lease been treated for accounting purposes as a Capitalized Lease,
plus (ii) without duplication, all sold receivables referred to in clause (vii)
of the definition of the term "Indebtedness" to the extent that such
receivables would have been consolidated balance sheet assets had they not been
sold.

     Consolidated Total Interest Expense. For
any period, the aggregate amount of interest required to be paid or accrued by
the Borrowers and their Subsidiaries during such period on all Indebtedness of
the Borrowers and their Subsidiaries outstanding during all or any part of such
period, whether such interest was or is required to be reflected as an item of
expense or capitalized, including payments consisting of interest in respect of
any Capitalized Lease or any Synthetic Lease and including commitment fees,
agency fees, facility fees, balance deficiency fees and similar fees or expenses
in connection with the borrowing of money, but excluding non-cash charges for
amortized financing expenses (such as closing fees and similar fees and
expenses) arising in connection with the Credit Agreement or the Prior Credit
Agreement.

     Consolidated Total Liabilities. All
liabilities of the Borrowers determined on a consolidated basis in accordance
with GAAP and classified as such on the consolidated balance sheet of the
Borrowers.

     Converted Wasco Bond. The Wasco Bond
converted from a variable rate to a fixed rate.

     Credit Agreement. See Preamble. 

     Default. See §12.

     Delinquent Bank. See §14.9.

     Disposal (or Disposed). See definition
of Release.

     Distribution. The declaration or payment
of any dividend or distribution on or in respect of any shares of any class of
capital stock, any partnership interests or any membership interests of any
Person (other than dividends or other distributions payable solely in shares of
common stock, partnership interests or membership units of such Person, as the
case may be); the purchase, redemption, or other retirement of any shares of any
class of capital stock, partnership interests or membership units of such
Person, directly or indirectly through a Subsidiary or otherwise; the return of
equity capital by

5




any Person to its shareholders, partners or members as such; or any other
distribution on or in respect of any shares of any class of capital stock,
partnership interest or membership unit of such Person.

     Dollars or $. Dollars in lawful
currency of the United States of America.

     Drawdown Date. The date on which any
Revolving Credit Loan or Swing Line Loan is made or is to be made, and the date
on which any Revolving Credit Loan is converted or continued in accordance with
§2.5.

     Eligible Assignee. Any of (a) a
commercial bank organized under the laws of the United States, or any State
thereof or the District of Columbia, and having total assets in excess of
$1,000,000,000; (b) a savings and loan association or savings bank organized
under the laws of the United States, or any State thereof or the District of
Columbia, and having a net worth of at least $100,000,000, calculated in
accordance with generally accepted accounting principles; (c) a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (the "OECD"), or
a political subdivision of any such country, and having total assets in excess
of $1,000,000,000, provided that such bank is acting through a branch or
agency located in the country in which it is organized or another country which
is also a member of the OECD; (d) the central bank of any country which is a
member of the OECD; (e) any Bank and any affiliate of any Bank and any fund that
invests in loans and is managed by such Bank or by the same investment advisor
of such Bank or by an affiliate of such investment advisor (and treating all
such funds so managed as a single Eligible Assignee); and (f) any other bank,
insurance company, commercial finance company or other financial institution
approved by the Administrative Agent.

     Eligible Foreign Bank. (a) Any
commercial bank organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development (the "OECD"),
or a political subdivision of any such country,provided that such bank is
acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; or (b) the
central bank of any country which is a member of the OECD.

     Employee Benefit Plan. Any employee
benefit plan within the meaning of §3(3) of ERISA maintained or contributed to
by the Borrowers or any ERISA Affiliate, other than a Guaranteed Pension Plan or
a Multi-employer Plan.

     Environmental Laws. See §5.16(a). 

     EPA. See §5.16(b).

     Equipment Financing. Indebtedness of the
Borrowers with respect to equipment leases or equipment chattel mortgages,
including any such Indebtedness assumed in connection with an acquisition
permitted under §7.4.

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

     ERISA Affiliate. Any Person which is
treated as a single employer with the Borrowers under §414 of the Code.

6




     ERISA Reportable Event. A reportable
event with respect to a Guaranteed Pension Plan within the meaning of §4043 of
ERISA and the regulations promulgated thereunder.

     Eurodollar Business Day. Any Business
Day on which dealings in foreign currency and exchange are carried on among
banks in London, England.

     Eurodollar Interest Determination Date.
For any Interest Period, the date two Eurodollar Business Days prior to the
first day of such Interest Period.

     Eurodollar Loans. Revolving Credit Loans
bearing interest calculated by reference to the Eurodollar Rate.

     Eurodollar Offered Rate. The rate per annum
at which deposits of dollars are offered to the Administrative Agent by prime
banks in whatever Eurodollar interbank market may be selected by the
Administrative Agent, in its sole discretion, acting in good faith, at or about
11:00 a.m. local time in such interbank market, on the Eurodollar Interest
Determination Date, for a period equal to the requested Interest Period in an
amount substantially equal to the principal amount requested to be loaned at or
converted to a rate based on the Eurodollar Rate.

     Eurodollar Rate. The rate per annum, rounded
upwards to the nearest 1/16 of 1%, determined by the Administrative Agent with
respect to an Interest Period in accordance with the following formula:

		Eurodollar Rate =	
      Eurodollar Offered Rate

    
		 	
      1 - Reserve Rate

    


     Event of Default. See §12.

     Excluded Assets. The containers,
vehicles, equipment and inventory in which the Banks are precluded from taking a
security interest pursuant to any Scheduled Contract during the term of such
Scheduled Contract.

     Excluded Contracts. The Single Family
Recyclables Collection Contract between City of Vancouver and Browning Ferris
Industries of Washington, Inc., dated as of December 2, 1996, as amended and in
effect from time to time.

     Financial Letter of Credit. A Letter of
Credit where the event which triggers payment is financial, such as the failure
to pay money, and not performance-related, such as failure to ship a product or
provide a service, as set forth in greater detail in the letter dated March 30,
1995 from the Board of Governors of the Federal Reserve System or in any
applicable directive or letter ruling of the Board of Governors of the Federal
Reserve System issued subsequent thereto.

     Fleet. See Preamble.

     Funded Debt. Consolidated Indebtedness
of the Borrowers for borrowed money, the net present value (using the Base Rate
as the discount rate) of every obligation of such Person issued or assumed as
the deferred purchase price of property, including the Wichita Adjustment, or
services (including securities repurchase agreements but

7




excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business which are not overdue or which are being contested
in good faith), and guarantees of such Indebtedness, recorded on the
Consolidated balance sheet of the Borrowers, including reimbursement obligations
of the Borrowers with respect to letters of credit and the amount of any
Indebtedness of such Persons for Capitalized Leases which corresponds to
principal. 

     generally accepted accounting principles or GAAP.
When used in general, generally accepted accounting principles means (a)
principles that are consistent with the principles promulgated or adopted by the
Financial Accounting Standards Board and its predecessors, in effect for the
fiscal year ended on the Balance Sheet Date, as shall be concurred in by
independent certified public accountants of recognized standing whose report
expresses an unqualified opinion (other than a qualification regarding changes
in generally accepted accounting principles) as to financial statements in which
such principles have been applied; and (b) when used with reference to the
Borrowers, such principles shall include (to the extent consistent with such
principles) the accounting practices reflected in the consolidated financial
statements for the year ended on the Balance Sheet Date.

     Guaranteed Pension Plan. Any employee
pension benefit plan within the meaning of §3(2) of ERISA maintained or
contributed to by the Borrowers or any ERISA Affiliate, the benefits of which
are guaranteed on termination in full or in part by the PBGC pursuant to Title
IV of ERISA, other than a Multiemployer Plan.

     Hazardous Substances. See §5.16(b).

     Indebtedness. As to any Person and
whether recourse is secured by or is otherwise available against all or only a
portion of the assets of such Person and whether or not contingent, but without
duplication: 


              (i)
  every obligation of such Person for money borrowed, 

              (ii)
  every obligation of such Person evidenced by bonds, debentures, notes or other
  similar instruments, including obligations incurred in connection with the
  acquisition of property, assets or businesses, 

              (iii)
  every reimbursement obligation of such Person with respect to letters of
  credit, bankers' acceptances or similar facilities issued for the account of
  such Person, 

              (iv) the
  net present value (using the Base Rate as the discount rate) of every
  obligation of such Person issued or assumed as the deferred purchase price of
  property or services (including securities repurchase agreements but excluding
  (A) trade accounts payable or accrued liabilities arising in the ordinary
  course of business which are not overdue or which are being contested in good
  faith and (B) contingent purchase price obligations solely to the extent that
  the contingency upon which such obligation is conditioned has not yet
  occurred), 

              (v)
  every obligation of such Person under any Capitalized Lease, 

              (vi)
  every obligation of such Person under any Synthetic Lease,



8




             (vii) all
  sales by such Person of (A) accounts or general intangibles for money due or
  to become due, (B) chattel paper, instruments or documents creating or
  evidencing a right to payment of money or (C) other receivables (collectively,
  "receivables"), whether pursuant to a purchase facility or
  otherwise, other than in connection with the disposition of the business
  operations of such Person relating thereto or a disposition of defaulted
  receivables for collection and not as a financing arrangement, and together
  with any obligation of such Person to pay any discount, interest, fees,
  indemnities, penalties, recourse, expenses or other amounts in connection
  therewith, provided, however, that sales referred to in clauses (B) and
  (C) shall not constitute Indebtedness to the extent that such sales are
  non-recourse to such Person; 

             (viii) every
  obligation of such Person (an "equity related purchase obligation")
  to purchase, redeem, retire or otherwise acquire for value any shares of
  capital stock of any class issued by such Person, any warrants, options or
  other rights to acquire any such shares, or any rights measured by the value
  of such shares, warrants, options or other rights, 

              (ix)
  every obligation of such Person under any forward contract, futures contract,
  swap, option or other financing agreement or arrangement (including, without
  limitation, caps, floors, collars and similar agreements), the value of which
  is dependent upon interest rates, currency exchange rates, commodities or
  other indices, 

              (x)
  every obligation in respect of Indebtedness of any other entity (including any
  partnership in which such Person is a general partner) to the extent that such
  Person is liable therefor as a result of such Person's ownership interest in
  or other relationship with such entity, except to the extent that the terms of
  such Indebtedness provide that such Person is not liable therefor and such
  terms are enforceable under applicable law, 

              (xi)
  every obligation, contingent or otherwise, of such Person guaranteeing, or
  having the economic effect of guarantying or otherwise acting as surety for,
  any obligation of a type described in any of clauses (i) through (x) (the
  "primary obligation") of another Person (the "primary
  obligor"), in any manner, whether directly or indirectly, and including,
  without limitation, any obligation of such Person (A) to purchase or pay (or
  advance or supply funds for the purchase of) any security for the payment of
  such primary obligation, (B) to purchase property, securities or services for
  the purpose of assuring the payment of such primary obligation, or (C) to
  maintain working capital, equity capital or other financial statement
  condition or liquidity of the primary obligor so as to enable the primary
  obligor to pay such primary obligation.



     The "amount" or "principal
amount" of any Indebtedness at any time of determination represented by (v)
any Indebtedness, issued at a price that is less than the principal amount at
maturity thereof, shall be the amount of the liability in respect thereof
determined in accordance with generally accepted accounting principles, (w) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (x) any sale of receivables
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than the Borrowers)

9




thereof, excluding amounts representative of yield or interest earned on such
investment, (y) any Synthetic Lease shall be the stipulated loss value,
termination value or other equivalent amount and (z) any equity related purchase
obligation shall be the maximum fixed redemption or purchase price thereof
inclusive of any accrued and unpaid dividends to be comprised in such redemption
or purchase price.

     Ineligible Securities. Securities which
may not be underwritten or dealt in by member banks of the Federal Reserve
System under Section 16 of the Banking Act of 1993 (12 U.S.C. §24, Seventh), as
amended.

     Interest Period. With respect to each
Eurodollar Loan:

         (a)    
initially, the period commencing on the date of the making of a Eurodollar Loan
or the conversion from a Base Rate Loan into a Eurodollar Loan and ending one
(1), two (2), three (3), or six (6) months thereafter, as selected by the
Borrowers in a Loan and Letter of Credit Request; and 

         (b)    
thereafter, each subsequent Interest Period shall begin on the last day of the
preceding Interest Period and shall end one (1), two (2), three (3), or six (6)
months thereafter, as selected by the Borrowers in a Loan and Letter of Credit
Request; 

        provided, however, that
whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the
calendar month that succeeds such initial calendar month by the number of months
equal to the number of months in such Interest Period, such Interest Period
shall end on the last Business Day of such succeeding calendar month.

     Lead Arranger. FleetBoston Robertson Stephens
Inc.

     Letter of Credit Applications. Letter of
Credit Applications in such form as may be agreed upon by the Borrowers and the
Administrative Agent from time to time which are entered into pursuant to §3
hereof, as such Letter of Credit Applications are amended, varied or
supplemented from time to time.

     Letter of Credit Fee. See §4.1(b).

     Letter of Credit Participation. See §3.1(b).

     Letters of Credit.
Standby Letters of Credit, the Madera Letter of Credit, the Columbia Letter of
Credit, the Wasco Letter of Credit, issued or to be issued by the Administrative
Agent or, with respect to the Columbia Letter of Credit, the Columbia Issuing
Bank, under §3 hereof for the account of the Borrowers.

     Leverage Ratio. See §8.1.

     Loan and Letter of Credit Request. See §2.6.

     Loan Documents. This Credit Agreement,
the Notes, the Letter of Credit Applications, the Letters of Credit, and the
Security Documents, each as amended and in effect from time to time.

    Loans. Collectively, the Revolving Credit Loans and
Swing Line Loans.

10




     Madera. Madera Disposal Systems, Inc., a
California corporation and a wholly-owned Subsidiary of the Parent.

     Madera Bond. The $1,800,000 Variable
Rate Demand Solid Waste Disposal Revenue Bonds, Madera Disposal Systems, Inc.
Project, Series 1998A, issued by the California Pollution Control Financing
Authority.

     Madera Bond Documents. The documentation
executed in connection with the Madera Bond.

     Madera Letter of Credit. The direct pay
letter of credit to support the Madera Bond.

     Majority Banks. As of any date, the
Banks holding fifty-one percent (51%) of the outstanding principal amount of the
Revolving Credit Loans on such date; and if no such principal is outstanding,
the Banks whose aggregate Commitments constitute fifty-one percent (51%) of the
Total Commitment.

     Managing Agent(s). See preamble. 

     Material Acquisition. See §7.4.1.

     Material Contract. Any contract,
franchise agreement or G Permit from which the Borrowers derived more than five
percent (5%) of their consolidated revenues for the fiscal year most recently
ending. 

     Maturity Date. May 16, 2005.

     Maximum Drawing Amount. The maximum
aggregate amount from time to time that the beneficiaries may draw under
outstanding Letters of Credit.

     Maximum Rate. With respect to each Bank,
the maximum lawful nonusurious rate of interest (if any) which under Applicable
Law such Bank may charge the Borrowers on the Loans and other Obligations from
time to time.

     Membership Interest Pledge Agreement. The
Amended and Restated Membership Interest Pledge Agreement, to be dated as of the
Closing Date, as amended from time to time, by and between the Parent and the
Administrative Agent, pursuant to which the Parent pledges all of its membership
interests in Republic Services of Oregon I, LLC to the Administrative Agent for
the benefit of the Banks.

     Multiemployer Plan. Any multiemployer
plan within the meaning of §3(37) of ERISA maintained or contributed to by the
Borrowers or any ERISA Affiliate.

     Notes. Collectively, the Revolving Credit
Notes and Swing Line Notes.

     Obligations. All indebtedness,
obligations and liabilities of the Borrowers to any of the Banks or the
Administrative Agent, individually or collectively, existing on the date of this
Credit Agreement or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under

11




this Credit Agreement or any of the other Loan Documents, or under any Swap
Contract between the Borrowers and any Bank (or affiliate thereof), or in
respect of any of the Loans made or Reimbursement Obligations incurred or the
Letters of Credit, the Notes or any other instrument at any time evidencing any
thereof.

     Parent Stock Pledge Agreement. The Third
Amended and Restated Stock Pledge Agreement, to be dated as of the Closing Date,
as amended and in effect from time to time, between the Parent and the
Administrative Agent, pursuant to which 100% of the capital stock of the
Subsidiaries is pledged to the Administrative Agent for the benefit of the
Banks.

     Partnership Pledge Agreements. Collectively,
(a) the Partnership Pledge Agreement, to be dated as of the Closing Date, as
amended and in effect from time to time, by and between Madera Disposal Systems,
Inc., as limited partner, and the Administrative Agent, pursuant to which Madera
Disposal Systems, Inc. pledges its partnership interests in El Paso Disposal,
L.P. to the Agent for the benefit of the Banks, (b) the Partnership Pledge
Agreement, to be dated as of the Closing Date, as amended and in effect from
time to time, by and between Waste Connections of Texas, Inc., as general
partner and a limited partner, and the Administrative Agent, pursuant to which
Waste Connections of Texas, Inc. pledges its partnership interests in El Paso
Disposal, L.P. to the Agent for the benefit of the Banks, (c) the Amended and
Restated Partnership Pledge Agreement, to be dated as of the Closing Date, as
amended and in effect from time to time, by and between RH Financial
Corporation, as limited partner, and the Administrative Agent, pursuant to which
RH Financial Corporation pledges its partnership interests in Columbia Resource
Co., L.P. and Finley-Buttes Limited Partnership to the Agent for the benefit of
the Banks, and (d) the Amended and Restated Partnership Pledge Agreement, to be
dated as of the Closing Date, as amended and in effect from time to time, by and
between Management Environmental National, Inc., as general partner, and the
Administrative Agent, pursuant to which Management Environmental National, Inc.
pledges its partnership interests in Columbia Resource Co., L.P. and
Finley-Buttes Limited Partnership to the Agent for the benefit of the Banks.

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

     Performance Letter of Credit. A Letter
of Credit which is not a Financial Letter of Credit.

     Permitted Liens. See §7.2.

     Person. Any individual, corporation,
partnership, trust, unincorporated association, business, or other legal entity,
and any government or any governmental agency or political subdivision thereof.

12



      Pricing Table:


	Level	Leverage 

      Ratio	Applicable
      Eurodollar

      Margin 

      (per annum)	Applicable 

      Base Rate 

      Margin

       (per annum)	Applicable L/C
      Margin 

      (per annum)	Applicable 

      Commitment

      Rate 

      (per annum)
	I.	Less than

      2.00:1	1.50%	0.00%	1.50%	0.250%
	II.	Greater than 

      or equal to

      2.00:1 but

      less than

      2.50:1	1.75%	0.25%	1.75%	0.375%
	III.	Greater than 

      or equal to

      2.50:1 but

      less than

      3.00:1	2.00%	0.50%	2.00%	0.375%
	IV.	Greater than

      or equal to

      3.00:1 but

      less than

      3.50:1	2.25%	0.75%	2.25%	0.50%
	V.	Greater than

      or equal to

      3.50:1 but

      less than

      3.75:1	2.50%	1.00%	2.50%	0.50%
	VI.	Greater than

      or equal to

      3.75:1	2.75%	1.25%	2.75%	0.50%


Any change in the applicable margin shall become effective on the first day
after receipt by the Banks of financial statements delivered pursuant to §6.4(a)
or (b) which indicate a change in the Leverage Ratio. If at any time such
financial statements are not delivered within the time periods specified in §6.4(a)
or (b), the applicable margin shall be the highest rate set forth in the
respective column of the Pricing Table, subject to adjustment upon actual
receipt of such financial statements. Notwithstanding the above, the pricing set
forth for Level VI in the table above shall be effective until the Borrowers
deliver to the Administrative Agent a Compliance Certificate for the fiscal
quarter ending June 30, 2000.

     Pro Forma Interest Expense (as used
in a Compliance Certificate delivered in connection with a Material Acquisition).
The annual interest obligations at the current rates of interest on existing
Indebtedness of the Borrowers and the Indebtedness to be assumed or incurred in
connection with an acquisition.

     Prior Credit Agreement. See preamble. 

     RCRA. See definition of Release.

     Real Property. All real property
heretofore, now, or hereafter owned or leased by the Borrowers.

     Reimbursement Obligation. The Borrowers'
obligation to reimburse the Administrative Agent and the Banks on account of any
drawing under any Letter of Credit as provided in §3.2.

13




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

     Replacement Bank.
See §4.11.

     Replacement Notice.
See §4.11.

     Reserve Rate.
The rate, expressed as a decimal, at which the Banks would be required to
maintain reserves under Regulation D of the Board of Governors of the Federal
Reserve System (or any subsequent or similar regulation relating to such reserve
requirements) against "Eurocurrency Liabilities" (as such term is
defined in Regulation D), or against any other category of liabilities which
might be incurred by the Banks to fund Eurodollar Loans, if such liabilities
were outstanding.

     Revolving Credit Loans.
Revolving credit loans made or to be made by the Banks to the Borrowers pursuant
to §2.

     Revolving Credit Notes.
The promissory notes of the Borrowers evidencing the Revolving Credit Loans
hereunder, dated as of the date hereof and in substantially the form of Exhibit
A hereto.

     Scheduled Contracts.
The certain contracts referenced in Schedule 7.2(i) to this Credit Agreement, on
terms and conditions and as in effect on the date hereof.

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

     Security Agreement.
The Third Amended and Restated Security Agreement among the Borrowers and the
Administrative Agent, to be dated as of the Closing Date, as amended and in
effect from time to time.

     Security Documents.
The Security Agreement, Stock Pledge Agreements, Membership Interest Pledge
Agreement, Partnership Pledge Agreements, the Columbia Security Documents and
any other instruments or documents evidencing or perfecting the Administrative
Agent's (or collateral agent's) lien on the assets of the Borrowers for the
benefit of the Banks.

     Seller Debt.
Indebtedness of the Borrowers, including assumed obligations, incurred in
connection with acquisitions of any stocks of, partnership or joint venture
interests in, or assets of any Person and owing to the seller(s) of such stocks,
partnership or joint venture interests, or assets (excluding Indebtedness of
acquired companies which

14



is discharged within 30 days of such acquisition); provided
that such acquisitions are otherwise permitted
pursuant to §7.4.

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

     Settlement Amount.
See §2.11(b).

     Settlement Date.
See §2.11(b). 

     Settling Bank.
See §2.11(b).

     Stock Pledge Agreements.
The Parent Stock Pledge, to be dated as of the Closing Date, and any other stock
pledge agreement required to be entered into by the terms of this Credit
Agreement, as amended and in effect from time to time.

     Subordinated Debt.
Unsecured Indebtedness of the Borrowers that is expressly subordinated and made
junior to the payment and performance in full of the Obligations, and evidenced
as such by a written instrument containing subordination provisions on terms and
in form and substance acceptable to the Administrative Agent and Majority Banks.

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

     Swap Contracts.
Any agreement (including any master agreement and any agreement, whether or not
in writing, relating to any single transaction) that is an interest rate swap
agreement, basis swap, forward rate agreement, commodity swap, commodity option,
equity or equity index swap or option, bond option, interest rate option,
forward foreign exchange agreement, rate cap, collar or floor agreement,
currency swap agreement, cross-currency rate swap agreement, swaption, currency
option or other similar agreement (including any option to enter into any of the
foregoing).

     Swing Line Loan(s).
See §2.11(a).

     Swing Line Note.
See §2.11(b).

     Syndication
Agent. See preamble.

     Synthetic Lease.
Any lease treated as an operating lease under generally accepted accounting
principles and as a loan or financing for U.S. income tax purposes.

     Total Commitment. See §2.1.

15



     Wasco Bond.
The $13,600,000 variable rate Solid Waste Disposal
Revenue Bonds, Waste Connections, Inc. Project, Series 1999, issued by Wasco
County, Oregon.

     Wasco Bond Documents.
The documentation executed in connection with the
Wasco Bond.

     Wasco Collateral.
The municipal waste landfill located near the City of The Dalles, Wasco County,
Oregon (including all real estate, personal property, equipment, revenues, and
project funds), to be pledged to a third party lender on terms satisfactory to
the Administrative Agent in connection with the Converted Wasco Bond and the
cancellation of the Wasco Letter of Credit.

     Wasco Funds.
The amount of funds in the Construction Fund (as defined in the Wasco Bond
Documents) outstanding from time to time, so long as there is no Default or
Event of Default under the Wasco Bond and so long as the Administrative Agent
holds a security interest in such funds for the benefit of the Banks.

     Wasco Letter of Credit.
The direct pay Letter of Credit issued by the
Administrative Agent to support the Wasco Bond.

     Wichita Adjustment.
The amount of the working capital adjustment set forth in Section 2.2(b) of the
Wichita Acquisition Documents.

     Wichita Acquisition.
The acquisition of the Wichita, Kansas collection operations of Allied Waste
Industries, Inc. ( Allied ) pursuant to the Wichita Acquisition Documents. Wichita
Acquisition Documents. The Asset Purchase
Agreement, dated as of April 17, 2000, by and among Finney County Landfill,
Inc., the Parent, BFI Waste Systems of North America, Inc. and Allied Waste
Industries, Inc., the Stock Purchase Agreement, dated as of April 17, 2000, by
and among the Parent, BFI Waste Systems of North America, Inc. and Allied Waste
Industries, Inc., and all agreements and documents required to be entered into
or delivered pursuant thereto or in connection with the Wichita Acquisition,
each in form and substance satisfactory to the Administrative Agent.

      §1.2. Rules
of Interpretation.

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

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

                
(c)      A reference to any law
includes any amendment or modification to such law.

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

16



                
(e)     Accounting
terms capitalized but not otherwise defined herein have the meanings assigned to
them by generally accepted accounting principles applied on a consistent basis
by the accounting entity to which they refer.
                
(f)       The words
"include," "includes" and "including" are not
limiting.

                
(g)      All terms not
specifically defined herein or by generally accepted accounting principles,
which terms are defined in the Uniform Commercial Code as in effect in the
Commonwealth of Massachusetts, have the meanings assigned to them therein.
               
 (h)     Reference to a
particular "§" refers to that section of this Credit Agreement unless
otherwise indicated.

                
(i)     The words
"herein," "hereof," "hereunder" and words of like
import shall refer to this Credit Agreement as a whole and not to any particular
section or subdivision of this Credit Agreement.
               
 (j)     Unless
otherwise expressly indicated, in the computation of periods of time from a
specified date to a later specified date, the word "from" means
"from and including," the words "to" and "until"
each mean "to but excluding," and the word "through" means
"to and including."



     §2. THE REVOLVING CREDIT
FACILITY.
     §2.1. Commitment to
Lend. Subject to the terms and conditions set
forth in this Credit Agreement, each of the Banks severally, but not jointly,
agrees to lend to the Borrowers, and the Borrowers may borrow, repay, and
reborrow from time to time from the Closing Date to the Maturity Date, upon
notice by the Borrowers to the Administrative Agent given in accordance with §2.6,
its Commitment Percentage of the Revolving Credit Loans as are requested by the
Borrowers, provided that the outstanding amount of Revolving Credit Loans, Swing
Line Loans, unpaid Reimbursement Obligations, and the Maximum Drawing Amount
shall not exceed the maximum aggregate amount outstanding as set forth on
Schedule 1 at any time, as such amount may be reduced or increased, as the case
may be, pursuant to §2.2 hereof (the "Total Commitment"). The
Revolving Credit Loans shall be made pro rata in
accordance with each Bank's Commitment Percentage. Each request for a Loan
hereunder shall constitute a representation and warranty by the Borrowers that
the conditions set forth in §9 and §10, as the case may be, have been
satisfied on the date of such request.

     §2.2. Reduction and Increase
of Total Commitment. 

     §2.2.1. Reduction of Total
Commitment.

     (a)     The
Borrowers shall have the right at any time and from time to time upon five (5)
Business Days' prior written notice to the Administrative Agent to reduce by
$1,000,000 or integral multiples of $500,000 in excess thereof, or terminate
entirely, the Total Commitment, whereupon the Commitments of the Banks shall be
reduced pro rata in
accordance with their respective Commitment Percentages of the amount specified
in such notice or, as the case may be, terminated. The Administrative Agent will
notify the 
17



Banks promptly after receiving any notice of the Borrowers
delivered pursuant to this §2.2.1.

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

     §2.2.2. Increase
of Total Commitment. Unless
a Default or Event of Default has occurred and is continuing, the Borrowers may
request, subject to the approval of the Administrative Agent, that the Total
Commitment be increased, provided that
the Total Commitment shall not, except with the consent of the Majority Banks,
in any event exceed $425,000,000 hereunder, provided, however,
that (i) any Bank which is a party to this Credit Agreement prior to such
increase shall have the first option, and may elect, to fund its pro rata share
of the increase, thereby increasing its Commitment hereunder, but no Bank shall
have any obligation to do so, (ii) in the event that it becomes necessary to
include a new Bank to provide additional funding under this §2.2.2, such new
Bank must be reasonably acceptable to the Administrative Agent and the
Borrowers, and (iii) the Banks' Commitment Percentages shall be correspondingly
adjusted, as necessary, to reflect any increase in the Total Commitment andSchedule
1 shall be amended to reflect such adjustments.

     §2.3. The
Revolving Credit Notes. The
Revolving Credit Loans shall be evidenced by separate promissory notes of the
Borrowers in substantially the form of Exhibit A hereto
(each a "Revolving Credit Note"), dated as of the Closing Date and
completed with appropriate insertions. One Revolving Credit Note shall be
payable to the order of each Bank in a principal amount equal to such Bank's
Commitment or, if less, the outstanding amount of all Revolving Credit Loans
made by such Bank, plus interest accrued thereon, as set forth below. The
Borrowers irrevocably authorize each Bank to make or cause to be made, in
connection with a Drawdown Date of any Revolving Credit Loan or at the time of
receipt of any payment of principal on such Bank's Revolving Credit Note, an
appropriate notation on such Bank's records reflecting the making of such Loan
or the receipt of such payment (as the case may be). The outstanding amount of
the Loans set forth on such Bank's record shall be prima
facie evidence of the principal amount thereof
owing and unpaid to such Bank, but the failure to record, or any error in so
recording, any such amount shall not limit or otherwise affect the obligation of
the Borrowers hereunder or under any Revolving Credit Note to make payments of
principal of or interest on any Revolving Credit Note when due.

     §2.4. Interest
on Loans. The
outstanding principal amount of the Loans shall bear interest at the rate per
annum equal to (a) the Base Rateplus
the Applicable Base Rate Margin on Base Rate Loans or (b) the Eurodollar Rate plus
the Applicable Eurodollar Margin on Eurodollar
Loans. Interest shall be payable (i) quarterly in arrears on the first Business
Day of each calendar quarter, commencing July 1, 2000, on Base Rate Loans, (ii)
on the last day of the applicable Interest Period, and if such Interest Period
is longer than three (3) months, also on the day which is three (3) months after
the commencement of such Interest Period, on Eurodollar Loans, and (iii) on the
Maturity Date for all Revolving Credit Loans and Swing Line Loans.

     §2.5. Election
of Eurodollar Rate; Notice of Election; Interest Periods; Minimum Amounts.

18



     (a)     
At the Borrowers' option, so long as no Default or Event of Default has occurred
and is then continuing, the Borrowers may (i) elect to convert any Revolving
Credit Loan which is a Base Rate Loan or a portion thereof to a Eurodollar Loan,
(ii) at the time of any Loan and Letter of Credit Request, specify that a
requested Revolving Credit Loan shall be a Eurodollar Loan, or (iii) upon
expiration of the applicable Interest Period, elect to maintain an existing
Eurodollar Loan as such, provided that
the Borrowers give notice to the Administrative Agent pursuant to §2.5(b)
hereof. Upon determining any Eurodollar Rate, the Administrative Agent shall
forthwith provide notice thereof to the Borrowers and the Banks, and each such
notice to the Borrowers and the Banks shall be considered prima
facie correct and binding, absent manifest error.

     (b)     
Three (3) Eurodollar Business Days prior to the making of any Eurodollar Loan or
the conversion of any Base Rate Loan to a Eurodollar Loan, or, in the case of an
outstanding Eurodollar Loan, the expiration date of the applicable Interest
Period, the Borrowers shall give telephonic notice (confirmed by telecopy on the
same Eurodollar Business Day) to the Administrative Agent not later than 11:00
a.m. (Boston time) of their election pursuant to §2.5(a). Each such notice
delivered to the Administrative Agent shall specify the aggregate principal
amount of the Loans to be borrowed or maintained as or converted to Eurodollar
Loans and the requested duration of the Interest Period that will be applicable
to such Eurodollar Loan, and shall be irrevocable and binding upon the
Borrowers. If the Borrowers shall fail to give the Administrative Agent notice
of their election hereunder together with all of the other information required
by this §2.5(b) with respect to any Revolving Credit Loan, such Loan shall be
deemed a Base Rate Loan. In the event that the Borrowers fail to provide any
such notice with respect to the continuation of any Eurodollar Loan as such,
then such Eurodollar Loan shall be automatically converted to a Base Rate Loan
at the end of the then expiring Interest Period relating thereto.

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

     (d)     
All Revolving Credit Loans shall be in a minimum amount of $1,000,000 or
integral multiples of $500,000 in excess thereof. In no event shall the
Borrowers have more than six (6) different maturities of Eurodollar Loans
outstanding at any time.

     §2.6. Requests
for Revolving Credit Loans. The
Borrowers shall give to the Administrative Agent written notice in the form of
Exhibit B hereto (or telephonic notice confirmed by
telecopy on the same Business Day in the form of Exhibit B hereto) of
each Revolving Credit Loan requested hereunder (a "Loan and Letter of
Credit Request") not later than (a) 11:00 a.m. Boston time one (1) Business
Day prior to the proposed Drawdown Date of any Base Rate Loan, or (b) 11:00 a.m.
Boston time three (3) Eurodollar Business Days prior to the proposed Drawdown
Date of any Eurodollar Loan. Each such notice shall be given by the Borrowers
and shall specify the principal amount of the Revolving Credit Loan requested
and shall include a current Loan and Letter of Credit Request reflecting the
aggregate amount of Revolving Credit Loans and Swing Line Loans outstanding and
the Maximum Drawing Amount. Each Loan and Letter of Credit Request shall be
irrevocable and binding on the Borrowers and shall obligate the Borrowers to
accept the Revolving Credit Loan requested from the Banks on 

19



the proposed Drawdown Date. Each of the representations
and warranties made by or on behalf of the Borrowers to the Banks or the
Administrative Agent in this Credit

Agreement or any other Loan Document shall be true and
correct in all material respects when made and shall, for all purposes of this
Credit Agreement, be deemed to be repeated on and as of the date of the
submission of any Loan and Letter of Credit Request and on and as of the
Drawdown Date of such Loan, or the date of issuance of such Letter of Credit
(except to the extent of changes resulting from transactions contemplated or
permitted by this Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse, or to the extent that such representations and
warranties expressly relate solely to an earlier date). The Administrative Agent
shall promptly notify each Bank of each Loan and Letter of Credit Request
received by the Administrative Agent.

     §2.7. Funds
for Revolving Credit Loans.

     (a)     
Not later than 1:00 p.m. (Boston time) on the proposed Drawdown Date of any
Revolving Credit Loan, each of the Banks will make available to the
Administrative Agent, at the Administrative Agent's Head Office, in immediately
available funds, the amount of such Bank's Commitment Percentage of the amount
of the requested Revolving Credit Loans. Upon receipt from each Bank of such
amount, and upon receipt of the documents required by §§9 and 10 and the
satisfaction of the other conditions set forth therein, to the extent
applicable, the Administrative Agent will make available to the Borrowers in
immediately available funds the aggregate amount of such Revolving Credit Loans
made available to the Administrative Agent by the Banks. The failure or refusal
of any Bank to make available to the Administrative Agent at the aforesaid time
and place on any Drawdown Date the amount of its Commitment Percentage of the
requested Revolving Credit Loans shall not relieve any other Bank from its
several obligation hereunder to make available to the Administrative Agent the
amount of such other Bank's Commitment Percentage of any requested Revolving
Credit Loans.

     (b)     
The Administrative Agent may, unless notified to the contrary by any Bank prior
to a Drawdown Date, assume that such Bank has made available to the
Administrative Agent on such Drawdown Date the amount of such Bank's Commitment
Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and
the Administrative Agent may (but shall not be required to), in reliance upon
such assumption, make available to the Borrowers a corresponding amount. If any
Bank makes available to the Administrative Agent such amount on a date after
such Drawdown Date, such Bank shall pay to the Administrative Agent on demand an
amount equal to the product of (i) the average computed for the period referred
to in clause (iii) below, of the weighted average interest rate paid by the
Administrative Agent for federal funds acquired by the Administrative Agent
during each day included in such period, times
(ii) the amount of such Bank's Commitment Percentage of such Revolving Credit
Loans, times (iii) a
fraction, the numerator of which is the number of days that elapse from and
including such Drawdown Date to the date on which the amount of such Bank's
Commitment Percentage of such Revolving Credit Loans shall become immediately
available to the Administrative Agent, and the denominator of which is 365. A
statement of the Administrative Agent submitted to such Bank with respect to any
amounts owing under this paragraph shall be prima
facie evidence, absent manifest error, of the
amount due and owing to the Administrative Agent by such Bank. If the amount of
such Bank's Commitment Percentage of such Revolving Credit Loans is not made
available to the 

20



Administrative Agent by such Bank within three (3)
Business Days following such Drawdown Date, the Administrative Agent shall be
entitled to recover such amount from the Borrowers on
demand, with interest thereon at the rate per annum applicable to the Revolving
Credit Loans made on such Drawdown Date.

     §2.8. Maturity
of the Loans. The
Loans shall be due and payable on the Maturity Date. The Borrowers jointly and
severally promise to pay on the Maturity Date all Loans outstanding on such
date, together with any and all accrued and unpaid interest thereon.

     §2.9. Mandatory
Repayments of the Loans. If
at any time the outstanding amount of the Revolving Credit Loans plus
Swing Line Loans plus
the Maximum Drawing Amount plus
unpaid Reimbursement Obligations exceeds the Total
Commitment, whether by reduction of the Total Commitment or otherwise, then the
Borrowers shall immediately pay the amount of such excess to the Administrative
Agent for application to the Revolving Credit Loans, or if no Revolving Credit
Loans shall be outstanding, to the Swing Line Loans, or if no Swing Line Loans
shall be outstanding, to be held by the Administrative Agent as collateral
security for the Reimbursement Obligations, provided,
however, that if the
amount of cash collateral held by the Administrative Agent pursuant to this §2.9
exceeds the amount of the Obligations, the Administrative Agent shall return
such excess to the Borrowers.

     §2.10. Optional
Prepayments or Repayments of Loans. The
Borrowers shall have the right, at their election, to repay or prepay the
outstanding amount of the Loans, as a whole or in part, at any time without
penalty or premium (other than the obligation to reimburse the Banks and the
Administrative Agent pursuant to §4.8 hereof). The Borrowers shall give written
notice to the Administrative Agent (or telephonic notice confirmed in writing)
no later than (a) 1:00 p.m. (Boston time) on the Business Day of the proposed
prepayment or repayment of any Base Rate Loan or (b) 1:00 p.m. (Boston time)
three (3) Eurodollar Business Days prior to the proposed prepayment or repayment
of any Eurodollar Loan, in each case specifying the proposed date of prepayment
or repayment of Loans and the principal amount to be paid. Each such partial
repayment of the Loans shall be $500,000 or integral multiples of $500,000 in
excess thereof, and shall be accompanied by the payment of accrued interest on
the principal prepaid to the date of repayment and shall be applied, in the
absence of instruction by the Borrowers, first to the principal of Base Rate
Loans and then to the principal of Eurodollar Loans. Each partial prepayment
shall be allocated among the Banks, in proportion, as nearly as practicable, to
the respective unpaid principal amount of each Bank's Revolving Credit Loans,
with adjustments to the extent practicable to equalize any prior repayments not
exactly in proportion.

     §2.11. Swing
Line Loans; Settlements.

     (a)     
So long as Fleet has not received written notice from the Borrowers of an Event
of Default and otherwise made in accordance with the provisions of this Credit
Agreement, solely for ease of administration of the Revolving Credit Loans,
Fleet may, upon receipt of a Loan and Letter of Credit Request no later than
2:00 p.m. (Boston time) on the proposed date of funding, but shall not be
required to, fund Base Rate Loans ("Swing Line Loans") for periods not
to exceed seven (7) days in any one case, bearing interest as set forth for Base
Rate Loans in §2.4. The Swing Line Loans shall be 

21



evidenced by a promissory note of the Borrowers in
substantially the form of Exhibit C hereto
(the Swing Line Note ) dated as of the Closing Date, and shall each be in a
minimum amount of $500,000 or integral multiples of $100,000
in excess thereof, provided that
the outstanding amount of Swing Line Loans advanced by Fleet hereunder shall not
exceed $15,000,000 at any time. Each Bank shall remain severally, but not
jointly, and unconditionally liable to fund its pro
rata share (based upon each Bank's Commitment
Percentage) of such Swing Line Loans on each Settlement Date and, in the event
Fleet chooses not to fund all Base Rate Loans requested on any date, to fund its
Commitment Percentage of the Base Rate Loans requested, subject to satisfaction
of the provisions hereof relating to the making of Base Rate Loans. Prior to
each Settlement, all payments or repayments of the principal of, and interest
on, Swing Line Loans shall be credited to the account of Fleet.

     (b)     
The Banks shall effect Settlements on (i) the Business Day immediately following
any day which the Administrative Agent gives written notice to the Banks to
effect a Settlement, (ii) the Business Day immediately following the
Administrative Agent's becoming aware of the existence of any Default or Event
of Default, (iii) the Maturity Date, (iv) any date on which the Borrowers wish
to convert a Swing Line Loan into a Base Rate Loan, and (v) in any event, the
seventh day on which any Swing Line Loan remains outstanding (each such date, a
"Settlement Date"). One (1) Business Day prior to each such Settlement
Date, the Administrative Agent shall give telephonic notice to the Banks of (A)
the respective outstanding amount of Revolving Credit Loans made by each Bank as
at the close of business on the prior day, (B) the amount that any Bank, as
applicable (a "Settling Bank"), shall pay to effect a Settlement (a
"Settlement Amount"). A statement of the Administrative Agent
submitted to the Banks with respect to any amounts owing hereunder shall be prima
facie evidence of the amount due and owing. Each
Settling Bank shall, not later than 1:00 p.m. (Boston time) on each Settlement
Date, effect a wire transfer of immediately available funds to the
Administrative Agent at the Administrative Agent's Head Office in the amount of
such Bank's Settlement Amount. All funds advanced by any Bank as a Settling Bank
pursuant to this §2.11 shall for all purposes be treated as a Base Rate Loan to
the Borrowers.

     (c)     
The Administrative Agent may (unless notified to the contrary by any Settling
Bank by 12:00 noon (Boston time) one (1) Business Day prior to the Settlement
Date) assume that each Settling Bank has made available (or will make available
by the time specified in §2.8(b)) to the Administrative Agent its Settlement
Amount, and the Administrative Agent may (but shall not be required to), in
reliance upon such assumption, effect Settlements. If the Settlement Amount of
such Settling Bank is made available to the Administrative Agent on a date after
such Settlement Date, such Settling Bank shall pay the Administrative Agent on
demand an amount equal to the product of (i) the average, computed for the
period referred to in clause (iii) below, of the weighted average annual
interest rate paid by the Administrative Agent for federal funds acquired by the
Administrative Agent during each day included in such period times
(ii) such Settlement Amount times
(iii) a fraction, the numerator of which is the number of days that elapse from
and including such Settlement Date to but not including the date on which such
Settlement Amount shall become immediately available to the Administrative
Agent, and the denominator of which is 365. Upon payment of such amount such
Settling Bank shall be deemed to have delivered its Settlement Amount on the
Settlement Date and shall become entitled to interest payable by the Domestic
Borrowers with 

22



respect to such Settling Bank's Settlement Amount as if
such share were delivered on the Settlement Date. If such Settlement Amount is
not in fact made available to the Administrative Agent
by such Settling Bank within five (5) Business Days of such Settlement Date, the
Administrative Agent shall be entitled to recover such amount from the
Borrowers, with interest thereon at the Base Rate.

     (d)     
After any Settlement Date, any payment by the Borrowers of Swing Line Loans
hereunder shall be allocated pro rata among the Banks, in accordance with
such Bank's Commitment Percentage.

     (e)     
If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of
this §2.11, a Default or Event of Default has occurred and is continuing, each
Bank will, on the date such Revolving Credit Loan was to have been made,
purchase an undivided participating interest in the outstanding Swing Line Loans
in an amount equal to its Commitment Percentage of such Swing Line Loans. Each
Bank will immediately transfer to the Administrative Agent, in immediately
available funds, the amount of its participation and upon receipt thereof the
Administrative Agent will deliver to such Bank a Swing Line participation
certificate dated the date of receipt of such funds and in such amount.

     (f)     
Whenever, at any time after the Administrative Agent has received from any Bank
such Bank's participating interest in the Swing Line Loans pursuant to clause
(e) above, the Administrative Agent receives any payment on account thereof, the
Administrative Agent will distribute to such Bank its participating interest in
such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Bank's participating interest was
outstanding and funded) in like funds as received; provided, however,
that in the event that such payment received by the Administrative Agent is
required to be returned, such Bank will return to the Administrative Agent any
portion thereof previously distributed by the Administrative Agent to it in like
funds as such payment is required to be returned by the Administrative Agent.

     (h)     
Each Bank's obligation to purchase participating interests pursuant to clause
(e) above shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank may have against the
Administrative Agent, the Borrowers or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or Event of Default;
(iii) any adverse change in the condition (financial or otherwise) of the
Borrowers or any other Person; (iv) any breach of this Credit Agreement by the
Borrowers or any other Bank or Administrative Agent; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

     §3. LETTERS
OF CREDIT. 

     §3.1. Letter
of Credit Commitments.

     (a)    
Subject to the terms and conditions hereof and the execution and receipt of a
Loan and Letter of Credit Request reflecting the Maximum Drawing Amount of all
Letters of Credit (including the requested Letter of Credit) and a Letter of
Credit 

23



Application, the Administrative Agent on behalf of the
Banks and in reliance upon the agreement of the Banks set forth in §3.1(b) and
upon the representations and warranties of the Borrowers contained herein,
agrees to issue standby letters of credit in such form as
may be requested from time to time by the Borrowers and agreed to by the
Administrative Agent; provided, however, that,
after giving effect to such request, the Maximum Drawing Amount shall not exceed
the lesser of (i) $40,000,000 or (ii) the Total Commitment minus
the aggregate outstanding amount of the Revolving
Credit Loans and Swing Line Loans. No Letter of Credit shall have an expiration
date later than thirty (30) days prior to the Maturity Date and in addition no
Letter of Credit (other than the Madera Letter of Credit or the Columbia Letter
of Credit) shall have an expiration date later than one (1) year after the date
of issuance of such Letter of Credit (which may incorporate automatic renewals
for periods of up to one (1) year, provided that the
Administrative Agent may, upon 30 days' notice to the beneficiary, cancel such
Letter of Credit which has been renewed beyond its initial one (1) year term).

     (b)     
Each Bank severally agrees that it shall be absolutely liable, without regard to
the occurrence of any Default or Event of Default or any other condition
precedent whatsoever, to the extent of such Bank's Commitment Percentage
thereof, to reimburse the Administrative Agent or, with respect to the Columbia
Letter of Credit, the Columbia Issuing Bank on demand for the amount of each
draft paid by the Administrative Agent or the Columbia Issuing Bank (as the case
may be) under each Letter of Credit issued in accordance with the terms hereof
to the extent that such amount is not reimbursed by the Borrowers pursuant to §3.2
(such agreement for a Bank being called herein the "Letter of Credit
Participation" of such Bank).

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

     (d)     
The parties hereby agree that the letters of credit issued under the Prior
Credit Agreement and listed on Schedule 3.1
hereto shall be Letters of Credit under this Credit Agreement. In addition, this
Credit Agreement shall constitute the Reimbursement Agreement referred to in the
Madera Bond Documents, the Columbia Bond Documents and Credit Agreement referred
to in the Wasco Bond Documents.

     §3.2. Reimbursement
Obligation of the Borrowers. In
order to induce the Administrative Agent or the Columbia Issuing Bank (as the
case may be) to issue, extend and renew each Letter of Credit and the Banks to
participate therein, the Borrowers hereby agree to reimburse or pay to the
Administrative Agent or the Columbia Issuing Bank (as the case may be) with
respect to each Letter of Credit issued, extended or renewed by the
Administrative Agent or the Columbia Issuing Bank hereunder as follows:

             
(a)      on each date that any draft presented under
any Letter of Credit is honored by the Administrative Agent or the Columbia
Issuing Bank or the Administrative Agent or the Columbia Issuing Bank otherwise
makes payment with respect thereto, (i) the amount paid by the Administrative
Agent or the Columbia Issuing Bank under or with respect to such Letter of
Credit, and (ii) the amount of any taxes, fees, charges or other 

24



costs and expenses whatsoever incurred by the
Administrative Agent, the Columbia Issuing Bank or any Bank in connection with
any payment made by the Administrative Agent, the Columbia Issuing Bank or any
Bank under, or with respect to, such Letter of Credit;
provided however, if the Borrowers do not reimburse the Administrative
Agent or the Columbia Issuing Bank (as the case may be) on the Drawdown Date,
such amount shall, provided that no Event of Default under §§12.1(h) or
12.1(i) has occurred, become automatically a Revolving Credit Loan which is a
Base Rate Loan advanced hereunder in an amount equal to such sum; and


             (b)      upon
the Maturity Date, or the termination of the Total Commitment, or the
acceleration of the Reimbursement Obligations in accordance with §12, an amount
equal to the Maximum Drawing Amount, which amount shall be held by the
Administrative Agent for the benefit of the Columbia Issuing Bank, the Banks and
the Administrative Agent as cash collateral for all Reimbursement Obligations.

     §3.3. Letter
of Credit Payments. If
any draft shall be presented or other demand for payment shall be made under any
Letter of Credit, the Administrative Agent or the Columbia Issuing Bank (as the
case may be) shall notify the Borrowers of the date and amount of the draft
presented or demand for payment and of the date and time when it expects to pay
such draft or honor such demand for payment. On the date that such draft is paid
or other payment is made by the Administrative Agent or the Columbia Issuing
Bank, the Administrative Agent shall promptly notify the Banks of the amount of
any unpaid Reimbursement Obligation. No later than 3:00 p.m. (Boston time) on
the Business Day next following the receipt of such notice, each Bank shall make
available to the Administrative Agent, at the Administrative Agent's Head
Office, in immediately available funds, such Bank's Commitment Percentage of
such Reimbursement Obligation, together with an amount equal to the product of
(a) the weighted average, computed for the period referred to in clause (c)
below, of the interest rate paid by the Administrative Agent or the Columbia
Issuing Bank (as the case may be) for federal funds acquired by the
Administrative Agent or the Columbia Issuing Bank during each day included in
such period, times (b)
the amount equal to such Bank's Commitment Percentage of such unpaid
Reimbursement Obligation, times
(c) a fraction, the numerator of which is the number of days that have elapsed
from and including the date the Administrative Agent or the Columbia Issuing
Bank paid the draft presented for honor or otherwise made payment until the date
on which such Bank's Commitment Percentage of such unpaid Reimbursement
Obligation shall become immediately available to the Administrative Agent or the
Columbia Issuing Bank, and the denominator of which is 365. The responsibility
of the Administrative Agent or the Columbia Issuing Bank to the Borrowers and
the Banks shall be only to determine that the documents (including each draft)
delivered under each Letter of Credit in connection with such presentment shall
be in conformity in all material respects with such Letter of Credit.

     §3.4. Obligations
Absolute. The
Borrowers' obligations under this §3 shall be absolute and unconditional under
any and all circumstances and irrespective of the occurrence of any Default or
Event of Default or any condition precedent whatsoever or any setoff,
counterclaim or defense to payment which the Borrowers may have or have had
against the Administrative Agent, the Columbia Issuing Bank or any Bank or any
beneficiary of a Letter of Credit. Subject to the obligations of the Banks
pursuant to Article V of the Uniform Commercial Code and the obligations of the
Administrative Agent and the Columbia Issuing Bank pursuant to the last sentence
of §3.3, the 

25



Borrowers further agree with the Administrative Agent, the
Columbia Issuing Bank and the Banks that the Administrative Agent, the Columbia
Issuing Bank and the Banks shall not be responsible for, and the Borrowers'
Reimbursement Obligations under §3.2 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even if such documents should in fact prove to be in
any or all respects invalid, fraudulent or forged, or any dispute between or
among the Borrowers, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrowers against the beneficiary of
any Letter of Credit or any such transferee. The Administrative Agent, the
Columbia Issuing Bank and the Banks shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit. The
Borrowers agree that any action taken or omitted by the Administrative Agent,
the Columbia Issuing Bank or any Bank under or in connection with each Letter of
Credit and the related drafts and documents, if done in good faith, shall be
binding upon the Borrowers and shall not result in any liability on the part of
the Administrative Agent, the Columbia Issuing Bank or any Bank to the
Borrowers.

     §3.5. Reliance
by Administrative Agent. To
the extent not inconsistent with §3.4, the Administrative Agent and the
Columbia Issuing Bank shall be entitled to rely, and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel, independent accountants or
other experts selected by the Administrative Agent.

     §4.     
FEES, PAYMENTS, AND COMPUTATIONS; JOINT AND

SEVERAL LIABILITY.

     §4.1. Fees.

             
(a)      Closing.
The Borrowers jointly and severally agree to pay to the Administrative Agent,
for the respective accounts of each Bank, a fee as set forth in the Closing Fee
Letter, dated May 16, 2000, among the Borrowers and the Administrative Agent.

             
(b)      Administrative
Agent s Fee and Arrangement Fees. The
Borrowers jointly and severally agree to pay to the Administrative Agent and the
Lead Arranger those fees set forth in the Administrative Agent s Fee and
Arrangement Fee Letter, dated May 16, 2000, among the Borrowers and the
Administrative Agent.

             
(c)       Commitment Fee.
The Borrowers jointly and severally agree to pay
to the Administrative Agent, for the respective account of each Bank, a fee (the
"Commitment Fee") equal to the Applicable Commitment Rate multiplied
by the average daily amount of the unused portion of such Bank's Commitment
during each calendar quarter or portion thereof from the Closing Date to the
Maturity Date (or to the date of termination in full of the Total Commitment, if
earlier). The Commitment Fee shall be payable quarterly in arrears on the first
day of each calendar quarter for the immediately 

26



preceding calendar quarter commencing on July 1, 2000,
with a final payment on the Maturity Date.

             
(d)      Letter of Credit Fees.
The Borrowers shall pay a fee (the "Letter of Credit Fee")
equal to (i) the Applicable L/C Margin multiplied
by the Maximum Drawing
Amount of each Financial Letter of Credit or (ii)
50% of the Applicable L/C Margin multiplied by the
Maximum Drawing Amount of each Performance Letter of Credit. Such Letter of
Credit Fee shall be payable to the Administrative Agent for the account of the
Banks, to be shared pro rata by
the Banks in accordance with their respective Commitment Percentages. The
Borrowers shall also pay a fee (the "Issuance
Fee") to the Administrative Agent or the
Columbia Issuing Bank (as the case may be), for its own account, equal to 0.125%
per annum on the Maximum Drawing Amount of all Letters of Credit issued by such
Bank, plus its customary administrative charges. The Letter of Credit Fee and
the Issuance Fee shall be payable for the number of days each Letter of Credit
is outstanding, and shall be payable quarterly in arrears on the first day of
each calendar quarter for the immediately preceding calendar quarter, and on the
Maturity Date.

     §4.2. Payments.

               
(a)      All payments of principal,
interest, Reimbursement Obligations, fees and any other amounts due hereunder or
under any of the other Loan Documents shall be made to the Administrative Agent,
for the respective accounts of the Banks and the Administrative Agent, to be
received at the Administrative Agent's Head Office in immediately available
funds by 12:00 p.m. (Boston time) on any due date.

               
(b)     All payments by the Borrowers
hereunder and under any of the other Loan Documents shall be made without setoff
or counterclaim and free and clear of and without deduction for any taxes,
levies, imposts, duties, charges, fees, deductions, withholdings, compulsory
loans, restrictions or conditions of any nature now or hereafter imposed or
levied by any jurisdiction or any political subdivision thereof or taxing or
other authority therein unless the Borrowers are compelled by law to make such
deduction or withholding. If any such obligation is imposed upon the Borrowers
with respect to any amount payable by them hereunder or under any of the other
Loan Documents, the Borrowers will pay to the Administrative Agent, for the
account of the Banks or (as the case may be) the Administrative Agent, on the
date on which such amount is due and payable hereunder or under such other Loan
Document, such additional amount in Dollars as shall be necessary to enable the
Banks or the Administrative Agent to receive the same net amount which the Banks
or the Administrative Agent would have received on such due date had no such
obligation been imposed upon the Borrowers. In the event that the Borrowers are
required to make such deduction or withholding as a result of the fact that a
Bank is organized outside of the United States, such Bank shall use its
reasonable best efforts to transfer its Loans to an affiliate organized within
the United States if such transfer would have no adverse effect on such Bank or
the Loans. The Borrowers will deliver promptly to the Bank certificates or other
valid vouchers for all taxes or other charges deducted from or paid with respect
to payments made by the Borrowers hereunder or under such other Loan Document.

             
(c)      Whenever a payment
hereunder or under any of the other Loan Documents becomes due on a day that is
not a Business Day, the due date for such 

27



payment shall be extended to the next succeeding Business
Day, and interest shall accrue during such extension; provided that any
Interest Period for any Eurodollar Loan which ends on a day that is not a
Eurodollar Business Day shall end on the next succeeding Eurodollar Business Day
unless the result of such extension would be to carry such Interest
Period into another calendar month, in which event such Interest Period shall
end on the immediately preceding Eurodollar Business Day.

             
§4.3.     
Computations. All computations of interest
on Base Rate Loans and of Commitment Fees, Letter of Credit Fees or other fees
shall, unless otherwise expressly provided herein, be based on a 365-day year
(or 366-day year, as applicable) and paid for the actual number of days elapsed.
All computations of interest on Eurodollar Loans shall, unless otherwise
expressly provided herein, be based on a 360-day year and paid for the actual
number of days elapsed.

             §4.4.     
Capital Adequacy. If any present or future
law, governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) or the interpretation thereof by a court or
governmental authority with appropriate jurisdiction affects the amount of
capital required or expected to be maintained by any Bank or the Administrative
Agent or any corporation controlling such Bank or the Administrative Agent, and
such Bank or the Administrative Agent determines that the amount of capital
required to be maintained by it is increased by or based upon the existence of
such Bank's or the Administrative Agent's Loans, Letter of Credit Participations
or Letters of Credit, or commitment with respect thereto, then such Bank or the
Administrative Agent may notify the Borrowers of such fact. To the extent that
the costs of such increased capital requirements are not reflected in the Base
Rate (if relating to Base Rate Loans), the Borrowers and such Bank or (as the
case may be) the Administrative Agent shall thereafter attempt to negotiate in
good faith, within thirty (30) days of the day on which the Borrowers receive
such notice, an adjustment payable hereunder that will adequately compensate
such Bank or the Administrative Agent in light of these circumstances. If the
Borrowers and such Bank or the Administrative Agent are unable to agree to such
adjustment within thirty (30) days of the date on which the Borrowers receive
such notice, then commencing on the date of such notice (but not earlier than
the effective date of any such increased capital requirement), the fees payable
hereunder shall increase by an amount that will, in such Bank's or the
Administrative Agent's reasonable determination, provide adequate compensation.
Each Bank and the Administrative Agent shall allocate such cost increases among
its customers in good faith and on an equitable basis.

            §4.5.     
Certificate. A certificate setting forth
any additional amounts payable pursuant to §4.4 and a reasonable explanation of
such amounts which are due, submitted by any Bank or the Administrative Agent to
the Borrowers, shall be conclusive, absent manifest error, that such amounts are
due and owing.

            §4.6.     
Interest on Overdue Amounts.
Overdue principal and (to the extent permitted by
applicable law) interest on the Loans and all other overdue amounts payable
hereunder or under any of the other Loan Documents shall bear interest
compounded monthly and payable on demand at a rate per annum equal to the Base
Rate plus the
Applicable Base Rate Margin plus two (2) percentage points (2.00%) until
such amount shall be paid in full (after, as well as before, judgment).

28



            §4.7.    
Interest Limitation.
Notwithstanding any other term of this Credit
Agreement or any Note or any other document referred to herein or therein, the
maximum amount of interest which may be charged to or collected from any person
liable hereunder or under any Note by any Bank shall be absolutely limited to,
and shall in no event exceed, the maximum amount of
interest which could lawfully be charged or collected under applicable law
(including, to the extent applicable, the provisions of Section 5197 of the
Revised Statutes of the United States of America, as amended, 12 U.S.C. Section
85, as amended), so that the maximum of all amounts constituting interest under
applicable law, howsoever computed, shall never exceed as to any Person liable
therefor such lawful maximum, and any term of this Credit Agreement, the Notes,
the Letter of Credit Applications, or any other document referred to herein or
therein which could be construed as providing for interest in excess of such
lawful maximum shall be and hereby is made expressly subject to and modified by
the provisions of this paragraph.

          §4.8.     
Eurodollar Indemnity. The Borrowers agree
to indemnify the Banks and the Administrative Agent and to hold them harmless
from and against any loss, cost or expenses (including loss of anticipated
profits) that the Banks and the Administrative Agent may sustain or incur as a
consequence of (a) default by the Borrowers in payment of the principal amount
of or any interest on any Eurodollar Loans as and when due and payable,
including any such loss or expense arising from interest or fees payable by any
Bank or the Administrative Agent to lenders of funds obtained by it in order to
maintain its Eurodollar Loans, (b) a prepayment of principal on any Eurodollar
Loan, including prepayments which are the result of acceleration by the Banks,
or (c) default by the Borrowers in making a borrowing or conversion after the
Borrowers have given (or are deemed to have given) notice pursuant to §2.5 or
§2.6, the making of any payment of a Eurodollar Loan or the making of any
conversion of any such Eurodollar Loan to a Base Rate Loan on a day that is not
the last day of the applicable Interest Period with respect thereto, including
interest or fees payable by any Bank to lenders of funds obtained by it in order
to maintain any such Loans.

          §4.9.     
Illegality; Inability to Determine Eurodollar Rate. Notwithstanding
any other provision of this Credit Agreement, if (a) the introduction of, any
change in, or any change in the interpretation of, any law or regulation
applicable to the Administrative Agent or any Bank shall make it unlawful, or
any central bank or other governmental authority having jurisdiction thereof
shall assert that it is unlawful, for any Bank or the Administrative Agent to
perform its obligations in respect of any Eurodollar Loans, or (b) if any Bank
or the Administrative Agent shall reasonably determine with respect to
Eurodollar Loans that (i) by reason of circumstances affecting any Eurodollar
interbank market, adequate and reasonable methods do not exist for ascertaining
the Eurodollar Rate which would otherwise be applicable during any Interest
Period, or (ii) deposits of Dollars in the relevant amount for the relevant
Interest Period are not available to such Bank or the Administrative Agent in
any Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will
not accurately reflect the cost to such Bank or the Administrative Agent of
obtaining or maintaining the applicable Eurodollar Loans during any Interest
Period, then such Bank or the Administrative Agent shall promptly give
telephonic, telex or cable notice of such determination to the Borrowers (which
notice shall be conclusive and binding upon the Borrowers). Upon such
notification by such Bank or the Administrative Agent, the obligation of such
Bank or the Administrative Agent to make Eurodollar Loans shall be suspended
until such Bank or the Administrative Agent determines that such circumstances
no longer exist, and the 

29



outstanding Eurodollar Loans shall continue to bear
interest at the applicable rate based on the Eurodollar Rate until the end of
the applicable Interest Period, and thereafter shall be deemed converted to Base
Rate Loans in equal principal amounts.

          §4.10.     
Additional Costs, Etc. If any present or
future applicable law, which expression, as used herein, includes statutes,
rules and regulations thereunder and interpretations thereof by any competent
court or by any governmental or other regulatory body or official charged with
the administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Bank by any central bank or other fiscal, monetary or
other authority (whether or not having the force of law), shall impose on any
Bank any tax, levy, impost, duty, charge fees, deduction or withholdings of any
nature or requirements with respect to this Credit Agreement, the other Loan
Documents, the Loans, such Bank's Commitment, the Letters of Credit or any class
of loans or commitments or letters of credit of which any of the Loans, the
Commitments or the Letters of Credit forms a part, and the result of any of the
foregoing is: 

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

                         
(ii) to reduce the amount of principal, interest or other amount payable to such
Bank hereunder on account of such Bank's Commitment, the Loans, or drawings
under the Letters of Credit, or 

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


then, and in each
such case, the Borrowers will, upon demand made by such Bank at any time and
from time to time and as often as the occasion therefor may arise, pay to such
Bank such additional amounts as will be sufficient to compensate such Bank for
such additional cost, reduction, payment or foregone interest or other sum
(after such Bank shall have allocated the same fairly and equitably among all
customers of any class generally affected thereby).

          §4.11.     
Replacement of Banks. If any Bank (an
"Affected Bank") (i) makes demand upon the Borrowers for (or if the
Borrowers are otherwise required to pay) amounts pursuant to §§4.4 or 4.10 or
(ii) is unable to make or maintain Eurodollar Loans as a result of a condition
described in §4.9, the Borrowers may, within 90 days of receipt of such demand
or notice (or the occurrence of such other event causing the Borrowers to be
required to pay such compensation or causing §4.9 to be applicable), by notice
in writing to the Administrative Agent and such Affected Bank (a
"Replacement Notice") (A) request the Affected Bank to cooperate with
the Borrowers in obtaining a replacement bank satisfactory to the Administrative
Agent and the Borrowers (the "Replacement Bank"); (B) request the
non-Affected Banks to acquire and assume all of the Affected Bank's Loans and
Commitment, as provided herein, but none of such Banks shall be under an
obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory
to the Administrative Agent. If any satisfactory Replacement Bank shall be 

30



obtained, and/or any of the non-Affected Banks shall agree
to acquire and assume all of the Affected Bank's Loans and Commitment, then such
Affected Bank shall, so long as no Event of Default shall have occurred and be
continuing, assign, in accordance with §17, all of its Commitment, Loans, Notes
and other rights and obligations under this Credit
Agreement and all other Loan Documents to such Replacement Bank or non-Affected
Banks, as the case may be, in exchange for payment of the principal amount so
assigned and all interest and fees accrued on the amount so assigned, plus all
other Obligations then due and payable to the Affected Bank; provided,
however, that (i) such assignment shall be without recourse, representation
or warranty and shall be on terms and conditions reasonably satisfactory to such
Affected Bank and such Replacement Bank and/or non-Affected Banks, as the case
may be, and (ii) prior to any such assignment, the Borrowers shall have paid to
such Affected Bank all amounts properly demanded and unreimbursed under §§4.4,
4.8, 4.9 and 4.10. Upon the effective date of such assignment, the Borrowers
shall issue replacement Notes to such Replacement Bank and/or non-Affected
Banks, as the case may be, and such institution shall become a "Bank"
for all purposes under this Credit Agreement and the other Loan Documents.

         
§4.12.      Concerning Joint and Several Liability
of the Borrowers.

           (a)
Each of the Borrowers is accepting joint and several liability hereunder and
under the other Loan Documents in consideration of the financial accommodations
to be provided by the Banks under this Credit Agreement, for the mutual benefit,
directly and indirectly, of each of the Borrowers and in consideration of the
undertakings of each other Borrower to accept joint and several liability for
the Obligations.

           (b)
Each of the Borrowers, jointly and severally, hereby irrevocably and
unconditionally accepts, not merely as a surety but also as a co-debtor, joint
and several liability with the other Borrowers with respect to the payment and
performance of all of the Obligations (including, without limitation, any
Obligations arising under this §4.12), it being the intention of the parties
hereto that all of the Obligations shall be the joint and several Obligations of
each of the Borrowers without preferences or distinction among them.

          (c)
If and to the extent that any of the Borrowers shall fail to make any payment
with respect to any of the Obligations as and when due or to perform any of the
Obligations in accordance with the terms thereof, then in each such event the
other Borrowers will make such payment with respect to, or perform, such
Obligation.

          (d)
The Obligations of each of the Borrowers under the provisions of this §4.12
constitute full recourse Obligations of each of the Borrowers enforceable
against each such corporation to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Credit
Agreement or any other circumstance whatsoever.

         (e)
Except as otherwise expressly provided in this Credit Agreement, each of the
Borrowers hereby waives notice of acceptance of its joint and several liability,
notice of any Loans made under this Credit Agreement, notice of any action at
any time taken or omitted by the Banks under or in respect of any of the
Obligations, and, generally, to the extent permitted by applicable law, all
demands, notices and other formalities of every kind in connection with this
Credit Agreement. Each of the Borrowers hereby assents to, 

31



and waives notice of, any extension or postponement of the
time for the payment of any of the Obligations, the acceptance of any payment of
any of the Obligations, the acceptance of any partial payment thereon, any
waiver, consent or other action or acquiescence by the Banks at any time or
times in respect of any default by any of the Borrowers
in the performance or satisfaction of any term, covenant, condition or provision
of this Credit Agreement, any and all other indulgences whatsoever by the Banks
in respect of any of the Obligations, and the taking, addition, substitution or
release, in whole or in part, at any time or times, of any security for any of
the Obligations or the addition, substitution or release, in whole or in part,
of any of the Borrowers. Without limiting the generality of the foregoing, each
of the Borrowers assents to any other action or delay in acting or failure to
act on the part of the Banks with respect to the failure by any of the Borrowers
to comply with any of its respective Obligations, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any remedy
or to comply fully with applicable laws or regulations thereunder, which might,
but for the provisions of this §4.12, afford grounds for terminating,
discharging or relieving any of the Borrowers, in whole or in part, from any of
its Obligations under this §4.12, it being the intention of each of the
Borrowers that, so long as any of the Obligations hereunder remain unsatisfied,
the Obligations of such Borrowers under this §4.12 shall not be discharged
except by performance and then only to the extent of such performance. The
Obligations of each of the Borrowers under this §4.12 shall not be diminished
or rendered unenforceable by any winding up, reorganization, arrangement,
liquidation, re-construction or similar proceeding with respect to any of the
Borrowers or the Banks. The joint and several liability of the Borrowers
hereunder shall continue in full force and effect notwithstanding any
absorption, merger, amalgamation or any other change whatsoever in the name,
membership, constitution or place of formation of any of the Borrowers or the
Banks.

        (f) The
provisions of this §4.12 are made for the benefit of the Banks and their
successors and assigns, and may be enforced in good faith by them from time to
time against any or all of the Borrowers as often as the occasion therefor may
arise and without requirement on the part of the Banks first to marshal any of
their claims or to exercise any of their rights against any other Borrower or to
exhaust any remedies available to them against any other Borrower or to resort
to any other source or means of obtaining payment of any of the Obligations
hereunder or to elect any other remedy. The provisions of this §4.12 shall
remain in effect until all of the Obligations shall have been paid in full or
otherwise fully satisfied. If at any time, any payment, or any part thereof,
made in respect of any of the Obligations, is rescinded or must otherwise be
restored or returned by the Banks upon the insolvency, bankruptcy or
reorganization of any of the Borrowers, or otherwise, the provisions of this §4.12
will forthwith be reinstated in effect, as though such payment had not been
made.

        §5.     
REPRESENTATIONS AND WARRANTIES. The
Borrowers jointly and severally represent and warrant to the Banks that on and
as of the date of this Credit Agreement, each Drawdown Date, and the date of
issuance of any Letter of Credit (with any disclosure on a schedule pursuant to
this §5 applying to all relevant representations and warranties, regardless of
whether such schedule is referenced in each relevant representation):

32



        §5.1.     
Corporate Authority.

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

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

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

     §5.2.      
Governmental Approvals. The execution,
delivery and performance by the Borrowers of the Loan Documents and the
transactions contemplated hereby and thereby do not require any approval or
consent of, or filing with, any governmental agency or authority other than
those already obtained.

     §5.3.      
Title to Properties; Leases.
The Borrowers own all of the assets reflected in
the consolidated balance sheets as at the Balance Sheet Date or acquired since
that date (except property and assets sold or otherwise disposed of in the
ordinary course of business since that date), subject to no mortgages,
capitalized leases, conditional sales agreements, title retention agreements,
liens or other encumbrances except Permitted Liens.

      §5.4.     
Financial Statements; Solvency.

     (a)         
There has been furnished to the Banks audited consolidated financial statements
of the Borrowers dated the Balance Sheet Date. Said financial statements have
been prepared in accordance with GAAP and fairly present in all material
respects the financial condition of the Borrowers on a consolidated basis, as at
the close of business on the date thereof and the results of operations for the
period then 

33



ended. There are no contingent liabilities of the
Borrowers involving material amounts, known to the officers of the Borrowers,
which have not been disclosed in said balance sheets and the related notes
thereto or otherwise in writing to the Banks.

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

     §5.5.     
No Material Changes, Etc. Since the Balance
Sheet Date, there have occurred no material adverse changes in the financial
condition or businesses of the Borrowers, taken as a whole, as shown on or
reflected in the consolidated balance sheet of the Borrowers as of the Balance
Sheet Date, or the consolidated statement of income for the fiscal year then
ended. Since the
Balance Sheet Date, there have not been any Distributions other than as
permitted by §7.6 hereof.

     §5.6.    
Permits, Franchises, Patents, Copyrights, Etc.
Each Borrower possess all franchises, patents,
copyrights, trademarks, trade names, licenses and permits, and rights in respect
of the foregoing, adequate for the conduct of their businesses substantially as
now conducted without known conflict with any rights of others.

     §5.7.     
Litigation. Except as shown on Schedules
5.7 and 5.16
hereto, there are no actions, suits, proceedings or investigations of any kind
pending or, to the knowledge of any Borrower, threatened against any Borrower
before any court, tribunal or administrative agency or board which, if adversely
determined, might, either in any individual case or in the aggregate, materially
adversely affect the properties, assets, financial condition or business of the
Borrowers, taken as a whole, or materially impair the right of the Borrowers,
taken as a whole, to carry on business substantially as now conducted, or result
in any substantial liability not adequately covered by insurance, or for which
adequate reserves are not maintained on the consolidated balance sheet or which
question the validity of any of the Loan Documents or any action taken or to be
taken pursuant hereto or thereto.

     §5.8.     
No Materially Adverse Contracts, Etc. No
Borrower is subject to any charter, corporate or other legal restriction, or any
judgment, decree, order, rule or regulation which in the judgment of the
Borrowers' officers has or is expected in the future to have a materially
adverse effect on the business, assets or financial condition of the Borrowers,
taken as a whole. No Borrower is a party to any contract or agreement which in
the judgment of the Borrowers' officers has or is expected to have any
materially adverse effect on the business of the Borrowers, taken as a whole,
except as otherwise reflected in adequate reserves.

     §5.9.     
Compliance With Other Instruments, Laws, Etc.
No Borrower is violating any provision of its
charter documents or by-laws or any agreement or instrument by which any of them
may be subject or by which any of them or any of their properties may be bound
or any decree, order, judgment, or any statute, license, rule or regulation, in
a manner which could result in the imposition of substantial penalties or
materially and adversely affect the financial condition, properties or business
of any 

34



Borrower. All Material Contracts (a complete and accurate
list of which is attached hereto as Schedule 5.9) are in full force and
effect, and no default or event of default has occurred and is continuing under
any Material Contract.

     §5.10.     
Tax Status. Each Borrower has made or filed
all federal and state income and all other tax returns, reports and declarations
required by any jurisdiction to which any of them is subject (unless and only to
the extent that such Borrower has set aside on its
books provisions reasonably adequate for the payment of all unpaid and
unreported taxes); and have paid all taxes and other governmental assessments
and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith;
and have set aside on their books provisions reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Borrowers know of no basis for any such claim.

     §5.11.     
No Event of Default. No
Default or Event of Default has occurred and is continuing as of the date of
this Credit Agreement.

     §5.12.     
Holding Company and Investment Company Acts. No
Borrower is a "holding company," or a "subsidiary company"
of a "holding company," or an "affiliate" of a "holding
company," as such terms are defined in the Public Utility Holding Company
Act of 1935; nor is any of them a "registered investment company," or
an "affiliated company" or a "principal underwriter" of a
"registered investment company," as such terms are defined in the
Investment Company Act of 1940, as amended.

     §5.13.     
Absence of Financing Statements, Etc. Other
than Permitted Liens, there is no financing statement, security agreement,
chattel mortgage, real estate mortgage or other document filed or recorded with
any filing records, registry, or other public office, which purports to cover,
affect or give notice of any present or possible future lien on, or security
interest in, any assets or property of any Borrower, or any rights relating
thereto.

     §5.14.    
Employee Benefit Plans.

     (a)          
Each Employee Benefit Plan and each Guaranteed Pension Plan has been maintained
and operated in compliance in all material respects with the provisions of ERISA
and, to the extent applicable, the Code, including but not limited to the
provisions thereunder respecting prohibited transactions and the bonding of
fiduciaries and other persons handling plan funds as required by §412 of ERISA.
Each Borrower has heretofore delivered to the Administrative Agent the most
recently completed annual report, Form 5500, with all required attachments, and
actuarial statement required to be submitted under §103(d) of ERISA, with
respect to each Guaranteed Pension Plan.

     (b)         
No Employee Benefit Plan, which is an employee welfare benefit plan within the
meaning of §3(1) or §3(2)(B) of ERISA, provides benefit coverage subsequent to
termination of employment, except as required by Title I, Part 6 of ERISA or the
applicable state insurance laws. A Borrower may terminate each such Plan at any
time (or at any time subsequent to the expiration of any applicable bargaining
agreement) in 

35



the discretion of such Borrower without liability to any
Person other than for claims arising prior to termination.

     (c)          
Each contribution required to be made to a Guaranteed Pension Plan, whether
required to be made to avoid the incurrence of an accumulated funding
deficiency, the notice or lien provisions of §302(f) of ERISA, or otherwise,
has been timely made. No waiver of an accumulated funding deficiency or
extension of amortization periods has been received with respect to any
Guaranteed Pension Plan, and no Borrower nor any ERISA Affiliate is obligated to
or has posted security in connection with an amendment
to a Guaranteed Pension Plan pursuant to §307 of ERISA or §401(a)(29) of the
Code. No liability to the PBGC (other than required insurance premiums, all of
which have been paid) has been incurred by any Borrower or any ERISA Affiliate
with respect to any Guaranteed Pension Plan and there has not been any ERISA
Reportable Event (other than an ERISA Reportable Event as to which the
requirement of 30 days notice has been waived), or any other event or condition
which presents a material risk of termination of any Guaranteed Pension Plan by
the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which
in each case occurred within twelve months of the date of this representation),
and on the actuarial methods and assumptions employed for that valuation, the
aggregate benefit liabilities of all such Guaranteed Pension Plans within the
meaning of §4001 of ERISA did not exceed the aggregate value of the assets of
all such Guaranteed Pension Plans, disregarding for this purpose the benefit
liabilities and assets of any Guaranteed Pension Plan with assets in excess of
benefit liabilities.

     (d)         
No Borrower nor any ERISA Affiliate has incurred any material liability
(including secondary liability) to any Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan under §4201 of
ERISA or as a result of a sale of assets described in §4204 of ERISA. No
Borrower nor any ERISA Affiliate has been notified that any Multiemployer Plan
is in reorganization or insolvent under and within the meaning of §4241 or §4245
of ERISA or is at risk of entering reorganization or becoming insolvent, or that
any Multiemployer Plan intends to terminate or has been terminated under §4041A
of ERISA.

     §5.15.     
Use of Proceeds.

                    
§5.15.1.   
General. The proceeds of the Loans shall be
used solely as follows: (a) to refinance existing Indebtedness of the Borrowers
under the Prior Credit Agreement, (b) to finance the Wichita Acquisition and
acquisitions permitted pursuant to §7.4; and (c) for capital expenditures,
working capital, and general corporate purposes.

                    
§5.15.2.    
Regulations U and X. No portion of any Loan
is to be used, and no portion of any Letter of Credit is to be obtained, for the
purpose of purchasing or carrying any "margin security" or
"margin stock" as such terms are used in Regulations U and X of the
Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

                   
§5.15.3.     
Ineligible Securities. No portion of the
proceeds of any Loans is to be used, and no portion of any Letter of Credit is
to be obtained, for the purpose of (a) knowingly purchasing, or providing credit
support for the purchase of, Ineligible Securities from a Section 20 Subsidiary
during any period in which such Section 20 

36



Subsidiary makes a market in such Ineligible Securities,
(b) knowingly purchasing, or providing credit support for the purchase of,
during the underwriting or placement period, any Ineligible Securities being
underwritten or privately placed by a Section 20 Subsidiary, or (c) making, or
providing credit support for the making of, payments of principal or interest on
Ineligible Securities underwritten or privately placed by a Section 20
Subsidiary and issued by or for the benefit of the Borrowers or other Affiliate
of the Borrowers.

                 
§5.16.       
Environmental Compliance. Each Borrower has
investigated the past and present condition and usage of the Real Property and
the operations conducted thereon and, based upon such diligent investigation,
has determined that, except as shown on Schedule 5.16:

                 
(a)             No
Borrower, nor any operator of the Borrowers' properties, is in violation, or
alleged violation, of any judgment, decree, order, law, permit, license, rule or
regulation pertaining to environmental matters, including without limitation,
those arising under RCRA, CERCLA, the Superfund Amendments and Reauthorization
Act of 1986, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic
Substances Control Act, or any state or local statute, regulation, ordinance,
order or decree relating to health, safety or the environment (the
"Environmental Laws"), which violation would have a material adverse
effect on the business, assets or financial condition of the Borrowers on a
consolidated basis.

                
(b)            
No Borrower has received notice from any third party, including, without
limitation: any federal, state or local governmental authority, (i) that any of
the Borrowers has been identified by the United States Environmental Protection
Agency ("EPA") as a potentially responsible party under CERCLA with
respect to a site listed on the National Priorities List, 40 C.F.R. Part 300
Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C. §6903(5),
any hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or
contaminant as defined by 42 U.S.C. §9601(33) or any toxic substance, oil or
hazardous materials or other chemicals or substances regulated by any
Environmental Laws ("Hazardous Substances") which any of the Borrowers
has generated, transported or disposed of has been found at any site at which a
federal, state or local agency or other third party has conducted or has ordered
that any Borrower conduct a remedial investigation, removal or other response
action pursuant to any Environmental Law; or (iii) that it is or shall be a
named party to any claim, action, cause of action, complaint, legal or
administrative proceeding arising out of any third party's incurrence of costs,
expenses, losses or damages of any kind whatsoever in connection with the
release of Hazardous Substances.

               
(c)            
Except where it would not have a material adverse effect on the value of the
Real Property, (i) no portion of the Real Property has been used for the
handling, processing, storage or disposal of Hazardous Substances; and no
underground tank or other underground storage receptacle for Hazardous
Substances is located on such properties; (ii) in the course of any activities
conducted by the Borrowers, or operators of the Real Property, no Hazardous
Substances have been generated or are being used on such properties; (iii) there
have been no unpermitted Releases or threatened Releases of Hazardous Substances
on, upon, into or from the Real Property; (iv) to the best of the Borrowers'
knowledge, there have been no Releases on, upon, from or into any real property
in the vicinity of the Real Property which, through soil or groundwater

37



contamination, may have come to be located on such
properties; and (v) in addition, when required under applicable Environmental
Laws, any Hazardous Substances that have been generated on the Real Property
have been transported offsite only by carriers having an identification number
issued by the EPA, treated or disposed of only by treatment or disposal
facilities maintaining valid permits as required under applicable Environmental
Laws, which transporters and facilities, to the best of the Borrowers'
knowledge, have been and are operating in material compliance with such permits
and applicable Environmental Laws.

              
(d)             
None of the Real Property is or shall be subject to any applicable environmental
clean-up responsibility law or environmental restrictive transfer law or
regulation, by virtue of the transactions set forth herein and contemplated
hereby.

               
§5.17.       
Perfection of Security Interests. All
filings, assignments, pledges and deposits of documents or instruments to be
made by the Borrowers have been made and all other actions have been taken that
are necessary or advisable under applicable law to establish and perfect the
Administrative Agent's security interest in the Collateral. The Collateral and
the Administrative Agent's rights with respect to the Collateral are not subject
to any setoff, claims, withholdings or other defenses.

               
§5.18.       
Transactions with Affiliates. Except as
disclosed in Schedule 5.18 or
filings made by the Borrowers under the Securities Exchange Act of 1934 prior to
the Closing Date, and except for arm's length transactions pursuant to which a
Borrower makes payments in the ordinary course of business upon terms no less
favorable than such Borrower could obtain from third parties, none of the
officers, directors, or employees of any Borrower is presently a party to any
transaction with another Borrower (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of any Borrower, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.

               
§5.19.      
Subsidiaries. Schedule
2 sets forth a complete and accurate list of the
Subsidiaries of the Parent, including the name of each Subsidiary, the location
of its chief executive office, and its jurisdiction of incorporation, together
with the number of authorized and outstanding shares of each Subsidiary. Each
Subsidiary listed on Schedule 2
is (a) wholly owned by the Parent (except as noted in such Schedule) and
(b) is a Borrower hereunder, 100% of the assets and stock of which have been
pledged to the Administrative Agent on behalf of the Banks (subject to Permitted
Liens) pursuant to the Security Documents. The Parent has good and marketable
title to all of the shares it purports to own of the stock of each such
Subsidiary, and each other Borrower has good and marketable title to all of the
shares it purports to own of the stock of such Subsidiary, free and clear in
each case of any lien. All such shares have been duly issued and are fully paid
and non-assessable.

              
§5.20.       True
Copies of Charter and Other Documents. Each
Borrower has furnished the Administrative Agent copies, in each case true and
complete as of the 

38



Closing Date, of its (a) charter and other incorporation
documents and (b) by-laws, each including any amendments thereto.

             
§5.21.       
Disclosure. Neither this Credit Agreement,
nor any of the other Loan Documents, nor any document or information furnished
by the Borrowers in connection therewith contains any untrue statement of a
material fact or omits to state a material fact (known to any Borrower in the
case of any document or information not furnished by the Borrowers) necessary in
order to make the statements herein or therein not misleading. There is no fact
known to any Borrower which materially adversely affects, or which is reasonably
likely in the future to materially adversely affect, the business, assets, or
financial condition of any Borrower, exclusive of effects
resulting from changes in general economic conditions, legal standards or
regulatory conditions.

             §5.22.       
Capitalization. (a) As of March 31, 2000,
the authorized capital stock of the Parent consists of 50,000,000 shares of
common stock (par value $0.01 per share) of which 21,417,440 shares were
outstanding as of such date. All of such outstanding shares are fully paid and
non-assessable. In addition, as of March 31, 2000, the Board of Directors of the
Parent has duly reserved 725,399 shares of the Parent's common stock for
issuance pursuant to outstanding warrants, and has reserved twelve percent (12%)
of shares of the Parent's common stock outstanding at any given time for
issuance upon the exercise of employee stock options granted pursuant to the
Parent s stock option plan.

            (b)
The shares of the capital stock of the Subsidiaries pledged to the
Administrative Agent pursuant to the Stock Pledge Agreements are held of record
as set forth on the respective Annex A to
each Stock Pledge Agreement. Such capital stock constitutes, of record, 100% of
the outstanding capital stock of each such Subsidiary, and, to our knowledge, on
a fully-diluted basis, 100% of such outstanding capital stock.

            §6.          
AFFIRMATIVE COVENANTS OF THE BORROWERS. The
Borrowers jointly and severally covenant and agree that, so long as any Loan or
Note is outstanding or the Banks have any obligation to make Loans or the
Administrative Agent has any obligation to issue, extend, or renew any Letters
of Credit hereunder:

          
§6.1.         
Punctual Payment. The
Borrowers will duly and punctually pay or cause to be paid the principal and
interest on the Loans, all Reimbursement Obligations, fees and other amounts
provided for in this Credit Agreement and the other Loan Documents, all in
accordance with the terms of this Credit Agreement and such other Loan
Documents.

          §6.2.         
Maintenance of Offices. The Parent will
maintain its chief executive offices at 620 Coolidge Drive, Suite 350, Folsom,
California 95630-3155, and each Subsidiary will maintain its chief executive
offices at the location set forth on Schedule 2, or at such other place
in the United States as the Borrowers shall designate upon 30 days' prior
written notice to the Administrative Agent.

          §6.3.        
Records and Accounts. Each Borrower will (i)
keep true and accurate records and books of account in which full, true and
correct entries will be made in accordance with generally accepted accounting
principles, (ii) maintain adequate accounts and reserves for all taxes
(including income taxes), depreciation, depletion, obsolescence and amortization
of its properties, contingencies, and other reserves, and 

39



(iii) at all times engage the Accountants as the
independent certified public accountants of the Borrowers.

          §6.4.       
Financial Statements, Certificates and Information. The
Borrowers will deliver to the Banks: 

          (a)            
as soon as practicable, but, in any event not later than 90 days after the end
of each fiscal year of the Borrowers, the consolidated and consolidating balance
sheets of the Borrowers as at the end of such year, statements of cash flows,
and the related consolidated and consolidating statements of operations, each
setting forth in comparative form the figures for the previous fiscal year, all
such consolidated and consolidating financial
statements to be in reasonable detail, prepared in accordance with GAAP and,
with respect to the consolidated financial statements, certified by the
Accountants. In addition, simultaneously therewith, the Borrowers shall use
reasonable efforts to provide the Banks with a written statement from the
Accountants to the effect that the Borrowers are in compliance with the
covenants set forth in §8 hereof, and that, in making the examination necessary
to said certification, nothing has come to the attention of the Accountants that
would indicate that any Default or Event of Default exists, or, if the
Accountants shall have obtained knowledge of any then existing Default or Event
of Default they shall disclose in such statement any such Default or Event of
Default; provided that the
Accountants shall not be liable to the Banks for failure to obtain knowledge of
any Default or Event of Default; 

          (b)           
as soon as practicable, but in any event not later than 45 days after the end of
each fiscal quarter of the Borrowers, copies of the consolidated and
consolidating balance sheets and statement of operations of the Borrowers as at
the end of such quarter, subject to year end adjustments, and the related
statement of cash flows, all in reasonable detail and prepared in accordance
with GAAP, with a certification by the principal financial or accounting officer
of the Borrowers (the "CFO") that the consolidated financial
statements are prepared in accordance with GAAP and fairly present the
consolidated financial condition of the Borrowers as at the close of business on
the date thereof and the results of operations for the period then ended; 

         (c)            
simultaneously with the delivery of the financial statements referred to in (a)
and (b) above, a statement in the form of Exhibit D
hereto (the "Compliance Certificate")
certified by the CFO that the Borrowers are in compliance with the covenants
contained in §§6, 7 and 8 hereof as of the end of the applicable period
setting forth in reasonable detail computations evidencing such compliance, provided
that if the Borrowers shall at the time of issuance of such certificate or
at any other time obtain knowledge of any Default or Event of Default, the
Borrowers shall include in such certificate or otherwise deliver forthwith to
the Banks a certificate specifying the nature and period of existence thereof
and what action the Borrowers propose to take with respect thereto and a
certificate of the Borrowers' Chief Operating Officer in the form attached
hereto as Exhibit E with respect to environmental matters; 

        (d)             
contemporaneously with or promptly following the delivery thereof to the boards
of directors of the Borrowers, copies of the financial statements, financial
projections and annual budget concerning the Borrowers in substantially the same
form in which such information is supplied to the boards of directors of the
Borrowers; 

40



        (e)             
contemporaneously with, or promptly following, the filing or mailing thereof,
copies of all material of a financial nature filed with the Securities and
Exchange Commission or sent to the stockholders of the Borrowers; and 

         (f)             
from time to time, such other financial data and other information (including
accountants' management letters) as the Banks may reasonably request.

         The
Borrowers hereby authorize the Banks to disclose any information obtained
pursuant to this Credit Agreement to all appropriate governmental regulatory
authorities where required by law; provided, however, that this
authorization shall not be deemed to be a waiver of any rights to object to the
disclosure by the Banks of any such information which
the Borrowers have or may have under the federal Right to Financial Privacy Act
of 1978, as in effect from time to time.

          §6.5.     
Corporate Existence and Conduct of Business. Each
Borrower will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence, corporate rights and
franchises; effect and maintain its foreign qualifications, licensing,
domestication or authorization except as terminated by such Borrower's Board of
Directors in the exercise of its reasonable judgment and except where the
failure of a Borrower to remain so qualified would not materially adversely
impair the financial condition of the Borrowers on a consolidated basis; use its
best efforts to comply with all applicable laws; and shall not become obligated
under any contract or binding arrangement which, at the time it was entered into
would materially adversely impair the financial condition of the Borrowers on a
consolidated basis. Each Borrower will continue to engage primarily in the
businesses now conducted by it and in related businesses.

         §6.6.     
Maintenance of Properties.
The Borrowers will cause all material properties
used or useful in the conduct of their businesses to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Borrowers may be necessary so that the businesses carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this section shall prevent the Borrowers from
discontinuing the operation and maintenance of any of their properties if such
discontinuance is, in the judgment of the Borrowers, desirable in the conduct of
their business and which does not in the aggregate materially adversely affect
the businesses of the Borrowers on a consolidated basis.

         §6.7.   
Insurance. The
Borrowers will maintain with financially sound and reputable insurance
companies, funds or underwriters' insurance of the kinds, covering the risks
(other than risks arising out of or in any way connected with personal liability
of any officers and directors thereof) and in the relative proportionate amounts
usually carried by reasonable and prudent companies conducting businesses
similar to that of the Borrowers, but in no event less than that required under
§7 of the Security Agreement. In addition, the Borrowers will furnish from time
to time, upon the Administrative Agent's request, a summary of the insurance
coverage of each of the Borrowers, which summary shall be in form and substance
satisfactory to the Administrative Agent and, if requested by the Administrative
Agent, will furnish to the Administrative Agent copies of the applicable
policies.

41




     §6.8. Taxes. The Borrowers
will duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
(other than taxes, assessments and other governmental charges imposed by foreign
jurisdictions which in the aggregate are not material to the business or assets
of any Borrower on an individual basis or of the Borrowers on a consolidated
basis) imposed upon it and its real properties, sales and activities, or any
material part thereof, or upon the income or profits therefrom, as well as all
claims for labor, materials, or supplies, which if unpaid might by law become a
lien or charge upon any material portion of its property, unless such lien is a
Permitted Lien;provided,however, that any such tax, assessment,
charge, levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and if such
Borrower shall have set aside on its books adequate reserves with respect
thereto; and provided,further, that the Borrowers will pay all
such taxes, assessments, charges, levies or claims forthwith upon the
commencement of proceedings to foreclose any lien which may have attached as
security therefor.

     §6.9. Inspection of Properties, Books, and
Contracts. The Borrowers will permit the Banks, the Administrative Agent
or any of their designated representatives, upon reasonable notice and during
normal business hours, to visit and inspect any of their properties, to examine
their books of account (including the making of periodic accounts receivable
reviews), or contracts (and to make copies thereof and extracts therefrom), and
to discuss their affairs, finances and accounts with, and to be advised as to
the same by, their officers, all at such times and intervals as the Banks may
reasonably request.

     §6.10. Compliance with Laws, Contracts,
Licenses and Permits; Maintenance of Material Licenses and Permits. The
Borrowers will (i) comply with the provisions of their charter documents and
by-laws and all agreements and instruments by which they or any of their
properties may be bound; and (ii) comply with all applicable laws and
regulations (including Environmental Laws), decrees, orders, judgments, licenses
and permits, including, without limitation, all environmental permits hereto
("Applicable Laws"), except where noncompliance with such Applicable
Laws would not have a material adverse effect in the aggregate on the
consolidated financial condition, properties or businesses of the Borrowers. If
at any time while the Notes, or any Loan or Letter of Credit is outstanding or
any Bank or the Administrative Agent has any obligation to make Loans or issue
Letters of Credit hereunder, any authorization, consent, approval, permit or
license from any officer, agency or instrumentality of any government shall
become necessary or required in order that the Borrowers may fulfill any of
their obligations hereunder, the Borrowers will immediately take or cause to be
taken all reasonable steps within the power of the Borrowers to obtain such
authorization, consent, approval, permit or license and furnish the Banks with
evidence thereof.

    §6.11. Environmental Indemnification. Each
Borrower covenants and agrees that it will indemnify and hold the Banks harmless
from and against any and all claims, expense, damage, loss or liability incurred
by the Banks (including all costs of legal representation incurred by the Banks)
relating to (a) any release or threatened release of hazardous substances on the
Real Property; (b) any violation of any Environmental Laws with respect to
conditions at the Real Property or the operations conducted thereon; or (c) the
investigation or remediation of offsite locations at which any Borrower or its
predecessors are alleged to have directly or indirectly disposed of hazardous
substances. It is expressly acknowledged by each Borrower that this covenant of
indemnification 

42




shall include claims, expense, damage, loss or liability incurred by the
Banks based upon the Banks' negligence, and this covenant shall survive any
foreclosure or any modification, release or discharge of the Loan Documents or
the payment of the Loans and shall inure to the benefit of the Banks, their
successors and assigns.

     §6.12. Further Assurances. The
Borrowers will cooperate with the Banks and execute such further instruments and
documents as the Banks shall reasonably request to carry out to the Banks'
satisfaction the transactions contemplated by this Credit Agreement and the Loan
Documents.

     §6.13. Notice of Potential Claims or
Litigation. The Borrowers will deliver to the Banks, within 30 days of
receipt thereof, written notice of the initiation of any action, claim,
complaint, or any other notice of dispute or potential litigation (including
without limitation any alleged violation of any Environmental Law), wherein the
potential liability is in excess of $750,000, together with a copy of each such
notice received by any Borrower.



    §6.14. Notice of Certain Events Concerning
Insurance and Environmental Claims.

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

         (b)    The
Borrowers will promptly notify the Banks in writing of any of the following
events:



               
(i)    upon any Borrower obtaining knowledge of any violation of
any Environmental Law regarding the Real Property or any Borrower's operations,
which violation could have a material adverse effect on the Real Property or on
such Borrower's operations; (ii) upon any Borrower obtaining knowledge of any
potential or known Release or threat of Release of any Hazardous Substance at,
from, or into the Real Property which any Borrower reports in writing or is
reportable by it in writing to any governmental authority and which is material
in amount or nature or which could materially affect the value of the Real
Property; (iii) upon any Borrower's receipt of any notice of violation of any
Environmental Laws or of any Release or threatened Release of Hazardous
Substances, including a notice or claim of liability or potential responsibility
from any third party (including without limitation any federal, state or local
governmental officials) and including notice of any formal inquiry, proceeding,
demand, investigation or other action with regard to (A) any Borrower's or any
Person's operation of the Real Property, (B) contamination on, from or into the
Real Property, or (C) investigation or remediation of offsite locations at which
any Borrower or any of its predecessors is alleged to have directly or
indirectly Disposed of Hazardous Substances, which violation or Release in any
such case could have a material adverse effect on the Real Property or on any
Borrower's operations; or (iv) upon any Borrower obtaining knowledge that any
material expense or loss has been incurred by such governmental authority in
connection with the assessment, containment, removal or remediation of any
Hazardous Substances with respect to which any Borrower may be liable or for
which a lien may be imposed on the Real Property.

43




     §6.15. Response Actions. The
Borrowers covenant and agree that if any Release or Disposal of Hazardous
Substances shall occur or shall have occurred on the Real Property, the
Borrowers will cause the prompt containment and removal of such Hazardous
Substances and remediation of the Real Property as necessary to comply with all
Environmental Laws or to preserve the value of the Real Property.

     §6.16. Notice of Default. The
Borrowers will promptly notify the Banks in writing of the occurrence of any
Default or Event of Default. If any Person shall give any notice or take any
other action in respect of a claimed default (whether or not constituting an
Event of Default) under this Credit Agreement or any other note, evidence of
Indebtedness, indenture or other obligation evidencing Indebtedness in excess of
$750,000 as to which any Borrower is a party or obligor, whether as principal or
surety, the Borrowers shall forthwith give written notice thereof to the Banks,
describing the notice of action and the nature of the claimed default.



    §6.17. New Subsidiaries.

    (a)     Any newly-created or
acquired Subsidiaries permitted under §7.4 shall become Borrowers hereunder by
(i) signing a joinder agreement or entering into an amendment to this Credit
Agreement and the Security Documents, as applicable, with the other parties
hereto and thereto, in form and substance satisfactory to the Administrative
Agent, providing that such Subsidiary shall become a Borrower hereunder, 100% of
the stock and assets of which shall be pledged to the Administrative Agent for
the benefit of the Banks (subject to Permitted Liens), and (ii) providing such
other documentation as the Banks or the Administrative Agent may reasonably
request, including, without limitation, documentation with respect to the
conditions specified in §9 hereof. In such event, the Administrative Agent is
hereby authorized by the parties to amend Schedule 2 to include such new
Subsidiary.

    (b)     The Parent shall at all times
directly or indirectly through a Subsidiary own all of the shares of capital
stock of each of the Subsidiaries which are corporations, and such shares shall
at all times be pledged to the Administrative Agent pursuant to the Stock Pledge
Agreements. The Parent shall at all times directly or indirectly through a
Subsidiary own all of the partnership or joint venture interests in each of the
Subsidiaries which are partnerships or joint ventures, and such interests shall
at all times be pledged to the Administrative Agent pursuant to a partnership
pledge agreement in form and substance satisfactory to the Administrative Agent.

     §6.18. Employee Benefit Plans.
The Borrowers will (i) promptly upon filing the same with the Department of
Labor or Internal Revenue Service, upon request of the Administrative Agent,
furnish to the Administrative Agent a copy of the most recent actuarial
statement required to be submitted under §103(d) of ERISA and Annual Report,
Form 5500, with all required attachments, in respect of each Guaranteed Pension
Plan and (ii) promptly upon receipt or dispatch, furnish to the Administrative
Agent any notice, report or demand sent or received in respect of a Guaranteed
Pension Plan under §§302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA,
or in respect of a Multiemployer Plan, under §§4041A, 4202, 4219, 4242, or
4245 of ERISA.

    §6.19. Notice of Loss of Material Contracts.
The Borrowers will  promptly (and in any event within fifteen (15) Business
Days after the occurrence thereof) notify 

44



the Banks in writing of the termination, or (if earlier) the receipt of a
notice of termination of, or any default by any Borrower under, any Material
Contract.


   §7.  CERTAIN
NEGATIVE COVENANTS OF THE BORROWERS. Each
Borrower agrees that, so long as any Loan or any Note or other Obligation is
outstanding or the Banks have any obligation to make Loans or the Administrative
Agent has any obligation to issue, extend or renew any Letters of Credit
hereunder:



   §7.1. Restrictions on Indebtedness.
No Borrower shall become or be a guarantor or
surety of, or otherwise create, incur, assume, or be or remain liable,
contingently or otherwise, with respect to any Indebtedness, or become or be
responsible in any manner (whether by agreement to purchase any obligations,
stock, assets, goods or services, or to supply or advance any funds, assets,
goods or services or otherwise) with respect to any undertaking or Indebtedness
of any other Person, or incur any Indebtedness other than:



    (a)   
Indebtedness to the Banks and the Administrative Agent arising under this Credit
Agreement or the Loan Documents;



    (b)   
incurrence of guaranty, suretyship or indemnification
obligations in connection with the Borrowers' performance of services for their
respective customers in the ordinary course of their businesses;



    (c)   
Indebtedness of one Borrower to another Borrower;



    (d)   
Equipment Financing (subject to §8.5), Seller Debt, the Converted Wasco Bond
and other Indebtedness, in an aggregate amount not to exceed the lesser of (i)
EBITDA for the four fiscal quarters most recently ended multiplied by 0.75
(calculated on a pro forma basis assuming any acquisition that closed during
such period had been completed at the beginning of such period) or (ii)
$70,000,000; and



    (e)    Indebtedness
of the Borrowers with respect to performance bonds existing as of the Closing
Date, including extensions and renewals thereof, in an aggregate amount not to
exceed $8,000,000; and 



    §7.2. Restrictions on Liens.
No Borrower shall create or incur or suffer to be
created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any property or assets
of any character, whether now owned or hereafter acquired, or upon the income or
profits therefrom; or transfer any of such property or assets or the income or
profits therefrom for the purpose of subjecting the same to the payment of
Indebtedness or performance of any other obligation in priority to payment of
its general creditors; or acquire, or agree or have an option to acquire, any
property or assets upon conditional sale or other title retention or purchase
money security agreement, device or arrangement; or suffer to exist for a period
of more than 30 days after the same shall have been incurred any Indebtedness or
claim or demand against it which if unpaid might by law or upon bankruptcy or
insolvency, or otherwise, be given any priority whatsoever over its general
creditors; or sell, assign, pledge or otherwise transfer any accounts, contract
rights, general intangibles or chattel paper, with or without recourse,
except as follows (the "Permitted Liens"):

45







    (a)    Liens to secure taxes, assessments
and other government charges in respect of obligations not overdue or liens on
properties to secure claims for labor, material or supplies in respect of
obligations not overdue;



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



    (c)    Liens in respect of judgments or awards
which have been in force for less than the applicable period for taking an
appeal so long as execution is not levied thereunder or in respect of which the
applicable Borrower shall at the time in good faith be prosecuting an appeal or
proceedings for review and in respect of which a stay of execution shall have
been obtained pending such appeal or review and in respect of which such
Borrower maintains adequate reserves;



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



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



    (f)    Liens securing Equipment Financing
permitted under §7.1(d) incurred in connection with the lease or acquisition of
property or fixed assets useful or intended to be used in carrying on the
business of the Borrowers, provided that such Liens shall encumber only
the property or assets so acquired and shall not exceed the fair market value
thereof, and Liens on the Wasco Collateral with respect to the Converted Wasco
Bond;



    (g)    First-priority liens securing Seller
Debt and other Indebtedness permitted by §7.1(d),provided that liens
securing Seller Debt shall encumber only the property or assets so acquired or
the property or assets of any Subsidiary whose stock is so acquired and shall
not exceed the fair market value thereof;



    (h)    Liens in favor of the Administrative
Agent for the benefit of the Banks and the Administrative Agent under the Loan
Documents; and



    (i)    Liens granted in
favor of certain governmental entities pursuant to any Scheduled Contract listed
on Schedule 7.2(i); provided, that such liens (i) encumber only

46




 the containers, bins, carts and vehicles used in
connection with such Scheduled Contract and (ii) are promptly released as soon
as such release is not prohibited under the terms of such Scheduled Contract.

    §7.3.  Restrictions on
Investments. No Borrower shall purchase or
acquire, or make any commitment therefor, any capital stock, equity interest, or
other obligations or securities of, or any interest in, any other Person, or
make or commit to make any acquisition under §7.4, or make or commit to make
any advance, loan, extension of credit or capital contribution to or any other
investment in, any other Person, other than:



    (a)   
marketable direct or guaranteed obligations of the United
States of America that mature within one (1) year from the date of purchase;



    (b)   
demand deposits, certificates of deposit, bankers acceptances and time deposits
of United States banks or Eligible Foreign Banks having unimpaired capital and
surplus in excess of $250,000,000;



    (c)   
securities commonly known as "commercial paper" issued by a
corporation organized and existing under the laws of the United States of
America or any state thereof that at the time of purchase have been rated and
the ratings for which are not less than "P 1" if rated by Moody's
Investors Service, Inc., and not less than "A 1" if rated by Standard
and Poor's Rating Group;



    (d)   
extensions of credit in the nature of accounts receivable or notes receivable
arising from the sale or lease of goods or services in the ordinary course of
business;



    (e)   
investments existing on the date hereof and listed on Schedule 7.3;



    (f)   
loans and advances by any Borrower to another Borrower;



    (g)   
investments with respect to Seller Debt permitted under §7.1(d);



    (h)   
investments permitted under §7.4;



    (i)    (i)     loans to
employees of the Parent for the purpose of financing such employees'
acquisition of equity of the Parent (through the exercise of stock options or
otherwise) or for relocation costs and expenses in an aggregate principal amount
not to exceed $750,000 at any time outstanding.



    §7.4.  Merger, Consolidation
and Disposition of Assets.



               
§7.4.1.  Mergers and Acquisitions. The
Borrowers will not become a party to any merger or consolidation, or agree to or
effect any asset acquisition or stock acquisition (other than the acquisition of
assets in the ordinary course of business consistent with past practices) except
the merger or consolidation of, or asset or stock acquisitions between existing
Borrowers, and except as otherwise provided in this §7.4.1. The Borrowers may
purchase or otherwise acquire all or substantially all of the assets or stock or
other equity interests of any other Person provided that:



47







    (a)    the Borrowers are in current
compliance with and, giving effect to the proposed acquisition (including any
borrowings made or to be made in connection therewith), will continue to be in
compliance with all of the covenants in §8 hereof on a pro forma historical
combined basis as if the transaction occurred on the first day of the period of
measurement; provided, that, in the case of transactions involving
cash consideration to be paid by the Borrowers (including cash deferred
payments, contingent or otherwise, and the aggregate amount of all Funded Debt
assumed) in excess of $20,000,000, the Administrative Agent and the Banks shall
have received a Compliance Certificate demonstrating compliance with §§8.1-8.3
on a pro forma historical combined basis as if the transaction occurred on the
first day of the period of measurement;



    (b)    at the time of such acquisition, no
Default or Event of Default has occurred and is continuing, and such acquisition
will not otherwise create a Default or an Event of Default hereunder;



    (c)    the business to be acquired is
predominantly in the same lines of business as the Borrowers, or businesses
reasonably related or incidental thereto (e.g., non-hazardous solid waste
collection, transfer, hauling, recycling, or disposal);



    (d)     the business to be acquired
operates predominantly in the continental United States;



    (e)    all of the assets to be acquired shall
be owned by an existing or newly created Subsidiary of the Parent which
Subsidiary shall be a Borrower, 100% of the assets and stock or other equity
interests of which have been or, simultaneously with such acquisition, will be
pledged to the Administrative Agent on behalf of the Banks (subject to Permitted
Liens) or, in the case of a stock or other equity interest acquisition, the
acquired company, simultaneously with such acquisition, shall become a Borrower
or shall be merged with and into a wholly owned Subsidiary that is a Borrower
and such newly acquired or created Subsidiary shall otherwise comply with the
provisions of §6.17 hereof; 



    (f)    not later than seven (7) days prior to
the proposed acquisition date, a copy of the purchase agreement and financial
projections, together with audited (if available, or otherwise unaudited)
financial statements for any Subsidiary to be acquired or created, for the
preceding two (2) fiscal years or such shorter period of time as such Subsidiary
has been in existence shall have been furnished to the Administrative Agent,
only in cases of Material Acquisitions or upon request by the Administrative
Agent; 



    (g)    not later than seven (7) days prior to
the proposed acquisition date, (1) a summary of the Borrowers' results of their
standard due diligence review, and (2) in the case of a landfill acquisition, a
review by a Consulting Engineer and a copy of the Consulting Engineer's report
shall have been furnished to the Administrative Agent, only in cases of Material
Acquisitions or upon request by the Administrative Agent; 



    (h)    the board of directors and (if required
by applicable law) the shareholders, or the equivalent thereof, of the business
to be acquired has approved such acquisition; 



48



    (i)    if such acquisition is made by a
merger, a Borrower, or a wholly-owned Subsidiary of the Parent which shall
become a Borrower in connection with such merger, shall be the surviving entity; 


     (j)    cash consideration to be
paid by such Borrower in connection with any such acquisition or series of
related acquisitions (including cash deferred payments, contingent or otherwise,
and the aggregate amount of all Funded Debt assumed), shall not exceed
$25,000,000 without the consent of the Administrative Agent and the Majority
Banks (any acquisition requiring cash consideration in excess of $25,000,000
being referred to as a "Material Acquisition"); and



    (k)    after taking into account any
borrowings to be made in connection with any acquisition, (a) the Borrowers
shall have at least $10,000,000 of borrowing availability under §2.1 and (b) a
pro-forma Leverage Ratio shall be calculated including an additional $10,000,000
of Funded Debt and shall be within the covenant levels required under §8.1.



            Notwithstanding
the foregoing, the Administrative Agent and the Banks hereby approve the
Witchita Acquisition provided that (a) the Borrowers shall have delivered to the
Administrative Agent a report prepared by Arthur Andersen that details the
financial projections and the pro forma revenue and EBITDA of the Wichita
Acquisition, in form and substance reasonably acceptable to the Administrative
Agent, (b) the Borrowers shall complete the Wichita Acquisition pursuant to the
terms of the Wichita Acquisition Documents and otherwise on terms that are
reasonably satisfactory to the Administrative Agent in all respects, including
that the aggregate purchase price paid in connection with the Wichita
Acquisition shall not exceed, in the aggregate, $68,500,000 plus or minus
working capital adjustments in accordance with the Wichita Acquisition
Documents, (c) after taking into account any borrowings to be made in connection
with the Wichita Acquisition, (i) the Borrowers shall have at least $10,000,000
of borrowing availability under §2.1 and (ii) the pro forma Leverage Ratio,
which shall be calculated by including an additional $10,000,000 of Funded Debt,
shall be within the covenant levels required under §8.1, and (d) the Borrowers
shall have delivered any other documents required by this §7.4.1 or as
reasonably requested by the Administrative Agent.

     §7.4.2. Disposition of Assets.
No Borrower will become a party to or agree to or effect any disposition of
assets in excess of $250,000 in the aggregate (the "Basket"), provided
that the proceeds of any such disposition shall be applied toward repayment
of the Revolving Credit Loans. Notwithstanding the foregoing, the sale of
inventory, the licensing of intellectual property and the disposition of
obsolete assets, in each case in the ordinary course of business consistent with
past practices, are permitted hereunder without being charged against the
Basket.

     §7.5. Sale and Leaseback. The
Borrowers shall not enter into any arrangement, directly or indirectly, whereby
any Borrower shall sell or transfer any property owned by it in order then or
thereafter to lease such property or lease other property which such Borrower
intends to use for substantially the same purpose as the property being sold or
transferred, without the prior written consent of the Majority Banks.

     §7.6. Restricted Distributions and
Redemptions. The Borrowers shall not redeem, convert, retire or
otherwise acquire shares of any class of its capital stock, or 

49



make any Distributions, except that (a) any Borrower may make Distributions
to another Borrower and (b) the Parent may purchase up to $7,500,000 of its
stock during the term of this Agreement provided that at the time of any such
stock repurchase the Leverage Ratio, taking into account such purchase, shall
not exceed 3.50:1. In addition, the Borrowers shall not effect or permit any
change in or amendment to any document or instrument Borrowers shall not
effect or permit any change in or amendment to any document or instrument
pertaining to the terms of any Borrower's capital stock. Notwithstanding the
foregoing, no Borrower shall make any Distribution under this §7.6 if a Default
or Event of Default exists or would be created by the making of such
Distribution.

     §7.7. Employee Benefit Plans. No
Borrower nor any ERISA Affiliate will: 



    (a)    engage in any "prohibited
transaction" within the meaning of §406 of ERISA or §4975 of the Code
which could result in a material liability for any Borrower; or



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



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



    (d)    amend any Guaranteed Pension Plan in
circumstances requiring the posting of security pursuant to §307 of ERISA or §401(a)(29)
of the Code; or



    (e)    permit or take any action which would
result in the aggregate benefit liabilities (within the meaning of §4001 of
ERISA) of all Guaranteed Pension Plans exceeding the value of the aggregate
assets of such Plans, disregarding for this purpose the benefit liabilities and
assets of any such Plan with assets in excess of benefit liabilities.

     §7.8. Negative Pledges. Except
as required by any Scheduled Contract in effect on the date hereof, no Borrower
shall enter into or permit to exist any arrangement or agreement, enforceable
under applicable law, which directly or indirectly prohibits such Borrower from
creating or incurring any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest in favor of the Administrative Agent for
the benefit of the Banks and the Administrative Agent under the Loan Documents
other than customary anti-assignment provisions in leases and licensing
agreements entered into by such Borrower in the ordinary course of its business.

     §7.9. Business Activities. No
Borrower will engage directly or indirectly (whether through Subsidiaries or
otherwise) in any type of business other than the businesses conducted by such
Borrower on the Closing Date and in related businesses.

     §7.10. Transactions with Affiliates.
No Borrower will engage in any transaction with any Affiliate (other than
for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or 

50



from, or otherwise requiring payments to or from any such Affiliate or, to
the knowledge of the Borrowers, any corporation, partnership, trust or other
entity in which any such Affiliate has a substantial interest or is an officer,
director, trustee or partner, on terms more favorable to such Person than would
have been obtainable on an arm's-length basis in the ordinary course of
business.

     §7.11. Subordinated Debt. No
Borrower will amend, supplement or otherwise modify the terms of any of the
Subordinated Debt or any of the documents evidencing such Subordinated Debt or
prepay, redeem or repurchase any of the Subordinated Debt; provided, however,
so long as no Default or Event of Default has occurred and is continuing, the
Borrowers shall be permitted to make regularly scheduled payments of interest
and principal on the Subordinated Debt.

     §8. FINANCIAL COVENANTS. The
Borrowers covenant and agree that, so long as any Loan, any Note, or any
Reimbursement Obligation is outstanding or the Banks have any obligation to make
Loans or the Administrative Agent has any obligation to issue, extend or renew
any Letters of Credit hereunder:

    §8.1. Leverage Ratio. As of the end of any
fiscal quarter of the Borrowers commencing with the fiscal quarter ending March
31, 2000, the Borrowers will not permit the ratio of Funded Debt to EBITDA (the
"Leverage Ratio") to exceed 4.00:1 for any fiscal quarter ending during the
period March 31, 2000 through March 31, 2001 or exceed 3.75:1 for any fiscal
quarter ending during the period from June 30, 2001 through March 31, 2002 or
exceed 3.50:1 for any fiscal quarter ending thereafter. For the purposes of this
§8.1, the Wasco Funds shall be deducted from Funded Debt and EBITDA shall be
calculated for the four fiscal quarters ending on such date.

     §8.2. Funded Debt to Capitalization.
The Borrowers shall not at any time permit the percentage of (a) Funded Debt
to (b) the sum of Funded Debt plus Consolidated Net Worth to exceed 70%
at any time prior to the fiscal quarter ending on June 30, 2001, at which time
and thereafter such percentage shall not exceed 65%.

     §8.3. Interest Coverage Ratio. As
of the end of any fiscal quarter of the Borrowers commencing with the fiscal
quarter ending March 31, 2000, the ratio of (a) EBIT to (b) Consolidated Total
Interest Expense shall not be less than 2.00:1; provided, that,
any adjustments made pursuant to clause (f) of the definition of EBIT shall not
be included in the calculation of this §8.3. The Interest Coverage Ratio shall
be calculated for the four fiscal quarters ending on such date.

     §8.4. Profitable Operations. The
Borrowers will not permit Consolidated Net Income to be less than $1.00 for any
fiscal quarter, provided that Consolidated Net Income may exclude (a)
non-cash charges for interest expense attributable to loan fees paid to Fleet
and the Lenders in connection with the refinancing of the then existing credit
facilities of up to 180,000 in the aggregate taken in the fiscal quarter ended
March 31, 1999, (b) non-cash special charges relating to the "Allied
Swap" in an aggregate amount not to exceed $833,000 and taken during the
fiscal quarter ending June 30, 2000, (c) non-cash stock compensation charges of
up to $260,000 in the aggregate taken during the four (4) fiscal quarters ending
March 31, 2000 and no more than $110,000 in the aggregate thereafter (to the
extent deducted in determining Consolidated Net Income), 

51



and (d) pooling charges taken in connection with any acquisition permitted
under §7.4.1 hereof to the extent such pooling charges were deducted in
determining Consolidated Net Income (or deficit).

     §8.5. Capital Expenditures. The
Borrowers will not make Capital Expenditures in any fiscal year in excess of, in
the aggregate, 2.0 times the actual depreciation expenses for such fiscal
year.

     §9. CLOSING CONDITIONS. The
obligations of the Banks to make the Loans and the Administrative Agent to issue
Letters of Credit on the Closing Date and otherwise be bound by the terms of
this Credit Agreement shall be subject to the satisfaction of each of the
following conditions precedent:



    §9.1. Corporate Action. All corporate action
necessary for the valid execution, delivery and performance by the Borrowers of
the Loan Documents shall have been duly and effectively taken, and satisfactory
evidence thereof shall have been provided to the Administrative Agent.

     §9.2. Loan Documents, Etc. Each
of the Loan Documents shall have been duly and properly authorized, executed and
delivered by the respective parties thereto and shall be in full force and
effect in a form satisfactory to the Banks.

     §9.3. Certificate of Secretary; Good
Standing Certificates. The Administrative Agent shall have received from
each Borrower a certificate as to the good standing of each from the Secretary
of State or other appropriate official of the state of its organization, dated
no earlier than April 27, 2000. The Administrative Agent shall also have
received from each Borrower a certificate of its Secretary certifying the
following attachments thereto: (a) a copy of its certificate or articles of
incorporation or constitutive documents, in each case as amended to date,
certified by the Secretary of State or other appropriate official of the state
of its organization, (b) a true and correct copy of its bylaws, including all
amendments thereto, (c) a true and correct copy of the resolutions of its board
of directors authorizing the transactions contemplated hereunder and under the
other Loan Documents. Such Secretary's Certificate shall also give the name and
bear a specimen signature of each individual who shall be authorized (i) to sign
the Loan Documents on behalf of the Borrowers; (ii) to make Loan and Letter of
Credit Requests; and (iii) to give notices and to take other action on the
Borrowers' behalf under the Loan Documents.

     §9.4. Validity of Liens. The
Security Documents shall be effective to create in favor of the Administrative
Agent a legal, valid and enforceable first (except for Permitted Liens entitled
to priority under applicable law) security interest in and lien upon the
Collateral. All filings, recordings, deliveries of instruments and other actions
necessary or desirable in the opinion of the Administrative Agent to protect and
preserve such security interests shall have been duly effected. The
Administrative Agent shall have received evidence thereof in form and substance
satisfactory to the Administrative Agent.

     §9.5. Perfection Certificates and UCC
Search Results. The Administrative Agent shall have received from
each Borrower a completed and fully executed Perfection Certificate and the
results of UCC searches with respect to the Collateral, indicating no 

52



liens other than Permitted Liens and otherwise in form and substance
satisfactory to the Administrative Agent.

     §9.6. Certificates of Insurance. The
Administrative Agent shall have received a certificate of insurance signed by
the insurer or an Administrative Agent authorized to bind the insurer dated as
of the Closing Date, or within 15 days prior thereto, identifying insurers,
types of insurance, insurance limits, and policy terms, and otherwise describing
the Borrowers' insurance coverage obtained in accordance with the provisions of
the Security Agreement.

     §9.7. Legal Opinions. The
Administrative Agent shall have received a favorable legal opinion from counsel
to each of the Borrowers, addressed to the Administrative Agent and the Banks,
dated as of the Closing Date, in form and substance satisfactory to the
Administrative Agent.

     §9.8. Environmental Permit Certificate.
The Banks shall have received an environmental permit certificate in
substantially the form of Exhibit E from the Borrowers satisfactory to
the Administrative Agent concerning principal operating permits at the
Borrowers' principal operating facilities.

     §9.9. Payment of Fees. The
Borrowers shall have paid any fees (including, without limitation, those fees
set forth in §4.1) owing to any of the Banks, the Administrative Agent or the
Lead Arranger.

     §9.10. Closing Certificate. The
Borrowers shall have delivered to the Administrative Agent a certificate, dated
as of the Closing Date, stating that, as of such date (a) the representations
and warranties set forth herein or in any other Loan Document are true and
correct (b) no Default or Event of Default has occurred and is continuing, (c)
each Material Contract is in full force and effect, and no default or event of
default has occurred and is continuing under any Material Contract, and (d) that
Schedule 2 attached hereto lists all of the Subsidiaries of the Parent as
of the Closing Date.

     §10. CONDITIONS OF ALL LOANS. The
obligations of the Banks to make any Loan (including without limitation the
obligation of the Administrative Agent to issue, extend or renew any Letter of
Credit) on and subsequent to the Closing Date is subject to the following
conditions precedent: 



    §10.1. Representations True; No Event of Default. Each
of the representations and warranties of the Borrowers contained in this Credit
Agreement or in any document or instrument delivered pursuant to or in
connection with this Credit Agreement shall be true as of the date as of which
they were made and shall also be true at and as of the time of any Drawdown Date
or the issuance of any Letter of Credit with the same effect as if made at and
as of that time (except to the extent of changes resulting from transactions
contemplated or permitted by this Credit Agreement and changes occurring in the
ordinary course of business which singly or in the aggregate are not materially
adverse, or to the extent that such representations and warranties relate solely
and expressly to an earlier date) and no Default or Event of Default shall have
occurred and be continuing.

53



     §10.2. Performance; No Event of Default.
The Borrowers shall have performed and complied with all terms and
conditions herein required to be performed or complied with by the Borrowers
prior to or at the time of any Loan, and at the time of any Loan, there shall
exist no Event of Default or condition which would result in an Event of Default
upon consummation of such Loan (including without limitation any amounts to be
drawn under a Letter of Credit). Each request by the Borrowers for a Loan
(including without limitation each request for issuance of a Letter of Credit)
subsequent to the first Loan shall constitute certification by the
Borrowers that the conditions specified in §§10.1 and 10.2 will be duly
satisfied on the date of such Loan or Letter of Credit issuance.

   §10.3.No
Legal Impediment. No change shall have occurred in any law or regulations
thereunder or interpretations thereof which in the reasonable opinion of the
Banks would make it illegal for the Banks to make Loans hereunder.

   §10.4. Governmental
Regulation.  The Banks shall have received such statements in form and
substance reasonably satisfactory to the Banks as they shall require for the
purpose of compliance with any applicable regulations of the Comptroller of the
Currency or the Board of Governors of the Federal Reserve System.

   §10.5.Proceedings
and Documents.  All proceedings in connection with the transactions
contemplated by this Credit Agreement and all documents incident thereto shall
have been delivered to the Banks as of the date hereof in form and substance
satisfactory to the Banks, including without limitation a Loan and Letter of
Credit Request in the form attached hereto as Exhibit B,
and the Banks shall have received all information and such counterpart originals
or certified or other copies of such documents as the Banks may reasonably
request.


    §11. COLLATERAL
SECURITY.



           
(a)    The
Obligations shall be secured by a (i) perfected first priority security interest
(subject only to Permitted Liens) in all of the assets of the Borrowers, whether
now owned or hereafter acquired, pursuant to the terms of the Security Documents
to which the Borrowers are a party, and (ii) a pledge of all of the stock of
each Subsidiary pursuant to the terms of the Stock Pledge Agreements.



           
(b)    The Borrowers hereby acknowledge that (i)
any and all Uniform Commercial Code financing statements filed in connection
with the Prior Credit Agreement naming BankBoston, N.A., as Agent, as secured
party, and such Borrower, as debtor, shall be effective to perfect the
Administrative Agent's security interest granted by such Borrower pursuant to
this Credit Agreement to the extent that such security interest may be perfected
by the filing of Uniform Commercial Code financing statements and (ii) such
prior filings represent pre-filings of Uniform Commercial Code financing
statements for purposes of so perfecting the security interest granted by the
Borrowers hereunder. Until all of the Obligations have been finally paid and
satisfied in full, the provisions of this §11(b) shall continue to apply, and
such pre-filings shall continue to be effective and not subject to any right of
termination in respect of the security interests granted herein, whether any
obligations under the Prior Credit Agreement are to be discharged with the
proceeds of any of the Loans or are to continue independently or otherwise.



54



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



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

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



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



            (c)   
if the Borrowers shall fail to comply with the covenants contained in §§6.1,
6.7, 6.8, 6.10, 6.13, 6.14, 6.16, 6.17, 6.19, 7 or 8;



            (d)   
if the Borrowers shall fail to comply with the covenants contained in (i) §§6.2,
6.3, 6.5, 6.6, 6.9, 6.11, 6.12, 6.15, or 6.18 within thirty (30) days of the
Borrowers' knowledge of a violation of such covenants or (ii) §6.4 within five
(5) days of the Borrowers' knowledge of a violation of such covenant;



            (e)   
if the Borrowers shall fail to perform any term, covenant or agreement contained
herein or in any of the other Loan Documents (other than those specified in
subsections (a), (b), (c) and (d) above) within 30 days after written notice of
such failure has been given to the Borrowers by the Administrative Agent or any
Bank;



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



            (g)   
if any Borrower shall fail to pay at maturity, or within any applicable period
of grace, any and all obligations for borrowed money (other than the
Obligations) or any guaranty with respect thereto in an aggregate amount greater
than $750,000 or fail to observe or perform any material term, covenant or
agreement contained in any agreement by which it is bound, evidencing or
securing borrowed money in an aggregate amount greater than $750,000 for such
period of time as would, or would have permitted (assuming the giving of
appropriate notice if required) the holder or holders thereof or of any
obligations issued thereunder to accelerate the maturity thereof, unless the
same shall have been waived by the holder(s) thereof; or



            (h)   
if any Borrower makes an assignment for the benefit of creditors, or admits in
writing its inability to pay or generally fails to pay its debts as they mature
or become due, or petitions or applies for the appointment of a trustee or other
custodian, liquidator or receiver of any Borrower or of any substantial part of
the assets of any Borrower or commences any case or other proceeding relating to
any Borrower under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or 

55



liquidation or similar law of any jurisdiction, now or hereafter in effect,
or takes any action to authorize or in furtherance of any of the foregoing, or
if any such petition or application is filed or any such case or other
proceeding is commenced against any Borrower or such Borrower indicates its
approval thereof, consent thereto or acquiescence therein, or such petition or
application shall not have been dismissed within sixty (60) days following the
filing thereof;


           (i)   
a decree or order is entered appointing any such trustee, custodian, liquidator
or receiver or adjudicating any Borrower bankrupt or insolvent, or approving a
petition in any such case or other proceeding, or a decree or order for relief
is entered in respect of any Borrower in an involuntary case under federal
bankruptcy laws as now or hereafter constituted;



            (j)   
if there shall remain in force, undischarged, unsatisfied and unstayed, for more
than thirty (30) days, whether or not consecutive, any final judgment against
any Borrower which, with other outstanding final judgments against the
Borrowers, exceeds in the aggregate $750,000 after taking into account any
undisputed insurance coverage;



            (k)   
any Borrower or any ERISA Affiliate incurs any liability to the PBGC or a
Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount
exceeding $750,000, or any Borrower or any ERISA Affiliate is assessed
withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan
requiring aggregate annual payments exceeding $750,000, or any of the following
occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event,
or a failure to make a required installment or other payment (within the meaning
of §302(f)(1) of ERISA), provided that the Administrative Agent
determines in its reasonable discretion that such event (A) could be expected to
result in liability of any Borrower to the PBGC or such Guaranteed Pension Plan
in an aggregate amount exceeding $750,000 and (B) could constitute grounds for
the termination of such Guaranteed Pension Plan by the PBGC, for the appointment
by the appropriate United States District Court of a trustee to administer such
Guaranteed Pension Plan or for the imposition of a lien in favor of such
Guaranteed Pension Plan; or (ii) the appointment by a United States District
Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the
institution by the PBGC of proceedings to terminate such Guaranteed Pension
Plan; 

            (l)   
if any of the Loan Documents shall be cancelled, terminated, revoked or
rescinded or the Administrative Agent's security interests or liens in a
substantial portion of the Collateral shall cease to be perfected, or shall
cease to have the priority contemplated by the Security Documents, in each case
otherwise than in accordance with the terms thereof or with the express prior
written agreement, consent or approval of the Banks, or any action at law, suit
or in equity or other legal proceeding to cancel, revoke or rescind any of the
Loan Documents shall be commenced by or on behalf of any Borrower or any
stockholder of any Borrower who is an officer or director of such Borrower, or
any court or any other governmental or regulatory authority or agency of
competent jurisdiction shall make a determination that, or issue a judgment,
order, decree or ruling to the effect that, any one or more of the Loan
Documents is illegal, invalid or unenforceable in accordance with the terms
thereof; 



            (m)   
(i) the Parent shall at any time, legally or beneficially own less than one
hundred percent (100%) of the shares of the capital stock of each other Borrower 

56



(directly or indirectly in accordance with §6.17), or (ii) any person or
group of persons (within the meaning of Section 13 or 14 of the Securities
Exchange Act of 1934, as amended) other than existing shareholders of the Parent
as of the Closing Date shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act) of 20% or more of the outstanding shares of common stock of the
Parent; or, during any period of twelve consecutive calendar months, individuals
who were directors of the Parent on the first day of such period shall cease to
constitute a majority of the board of directors; provided, however, that any
such change of control resulting from an acquisition permitted under §7.4 shall
not constitute a Default or an Event of Default hereunder; or 



            (n)   
the early termination or cancellation of, or any material default by a Borrower
under, any Material Contract; 



then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and at the request of the Majority Banks shall, by
notice in writing to the Borrowers, declare all amounts owing with respect to
this Credit Agreement, the Notes and the other Loan Documents and all
Reimbursement Obligations to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrowers; provided
that in the event of any Event of Default specified in §§12.1(h) or
12.1(i), all such amounts shall become immediately due and payable automatically
and without any requirement of notice from the Administrative Agent or any Bank.
Upon demand by the Banks after the occurrence of any Event of Default, the
Borrowers shall immediately provide to the Administrative Agent cash in an
amount equal to the Maximum Drawing Amount, to be held by the Administrative
Agent as collateral security for the Obligations, provided that in the
event of any Event of Default specified in §§12.1(h) or 12.1(i), all such
amounts shall become immediately due and payable automatically and without any
requirement of notice from the Administrative Agent or any Bank.

     §12.2. Termination of Commitments. If
any Event of Default shall occur, the Administrative Agent may, and at the
request of the Majority Banks shall, by notice to the Borrowers, terminate the
unused portion of the Total Commitment hereunder, and upon such notice being
given, such unused portion of the Total Commitment hereunder shall terminate
immediately and the Banks shall be relieved of all further obligations to make
Loans to or issue Letters of Credit for the account of the Borrowers hereunder, provided
that in the event of any Event of Default specified in §§12.1(h) or
12.1(i), all such amounts shall become immediately due and payable automatically
and without any requirement of notice from the Administrative Agent or any Bank.
No termination of any portion of the Total Commitment hereunder shall relieve
the Borrowers of any of their existing Obligations to the Banks hereunder or
elsewhere.

     §12.3. Remedies. Subject to §13,
in case any one or more Events of Default shall have occurred and be continuing,
and whether or not the Banks shall have accelerated the maturity of the Loans
and other Obligations pursuant to §12.1, each Bank may, after giving the
Borrowers and Administrative Agent written notice three Business Days before
such suit, action or other proceeding, proceed to protect and enforce its rights
by suit in equity, action at law or other appropriate proceeding, whether for
the specific performance of any covenant or agreement contained in this Credit
Agreement 

57



and the other Loan Documents or any instrument pursuant to which the
Obligations to such Bank are evidenced, including, without limitation, as
permitted by applicable law the obtaining of the ex parte appointment of
a receiver, and, if such amount shall have become due, by declaration or
otherwise, proceed to enforce the payment thereof or any legal or equitable
right of such Bank, provided that, if any of the Collateral is located in
California, Louisiana or any other state or province having a one form of action
rule or any rule which might impair the Collateral, then prior to initiating any
such proceeding, such Bank shall have supplied the Administrative Agent with
opinions of nationally recognized law firms specializing in California law,
Louisiana law, and the law of any other state or province, as applicable, having
a one form of action rule to the effect that actions by such Bank under such
circumstances shall not constitute an action for purposes of such state's or
province's one form of action rule or in any other way impair the Collateral.
No remedy herein conferred upon any Bank, the Administrative Agent or the holder
of any Note or purchaser of any Letter of Credit Participation is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or any other provision of law.

     §13. SETOFF. Regardless of the
adequacy of any collateral, during the continuance of an Event of Default, any
deposits or other sums credited by or due from any Bank to the Borrowers and any
securities or other property of the Borrowers in the possession of such Bank may
be applied to or set off against the payment of the Obligations and any and all
other liabilities, direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising, of the Borrowers to the Banks. The Banks
agree among themselves that, if a Bank shall obtain payment on any Obligation
outstanding under this Credit Agreement through the exercise of a right of
offset, banker's lien or counterclaim, or from any other source including under
§12.3 (other than by way of a pro rata payment under this Credit
Agreement), it shall promptly make such adjustments with the other Banks as
shall be equitable to the end that all the Banks shall share the benefits of
such payments pro rata in accordance with the aggregate unpaid amount of
the Revolving Credit Notes held by each Bank immediately prior to the payment
obtained by such Bank as aforesaid. The Banks further agree among themselves
that if any payment to a Bank obtained by such Bank through the exercise of a
right of offset, banker's lien or counterclaim, or from any other source (other
than by way of a pro rata payment) as aforesaid shall be rescinded or
must otherwise be restored, the Banks who shall have shared the benefit of such
payment shall return their share of that benefit to the Bank whose payment shall
have been rescinded or otherwise restored.

    §14. THE ADMINISTRATIVE AGENT.

     §14.1. Appointment of Administrative
Agent, Powers and Immunities. Each Bank hereby irrevocably appoints and
authorizes the Administrative Agent to act as its agent hereunder and under the
other Loan Documents, provided, however, the Administrative Agent is
hereby authorized to serve only as an administrative and collateral agent for
the Banks and to exercise such powers as are reasonably incidental thereto and
as are set forth in this Credit Agreement and the other Loan Documents. The
Administrative Agent hereby acknowledges that it does not have the authority to
negotiate any agreement which would bind the Banks or agree to any amendment,
waiver or modification of any of the Loan Documents or bind the Banks except as
set forth in this Credit Agreement or the Loan Documents. Except as provided in
this §14 and in the 

58



other Loan Documents, the Administrative Agent shall take action or refrain
from acting only upon instructions of the Banks and no action taken or failure
to act without the consent of the Banks shall be binding on any Bank which has
not consented. Each Bank irrevocably authorizes the Administrative Agent to
execute the Security Documents and all other instruments relating thereto and to
take such action on behalf of each of the Banks and to exercise all such powers
as are expressly delegated to the Administrative Agent under the Loan Documents
and all related documents, together with such other powers as are reasonably
incidental thereto. It is agreed that the duties, rights, privileges and
immunities of Fleet and the Columbia Issuing Bank, in their capacity as issuers
of Letters of Credit hereunder, shall be identical to their duties, rights,
privileges and immunities as a Bank as provided in this §14. The Administrative
Agent shall not have any duties or responsibilities or any fiduciary
relationship with any Bank except those expressly set forth in this Credit
Agreement. Neither the Administrative Agent nor any of its affiliates shall be
responsible to the Banks for any recitals, statements, representations or
warranties made by the Borrowers or any other Person whether contained herein or
otherwise or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Credit Agreement, the other Loan Documents or any other
document referred to or provided for herein or therein or for any failure by the
Borrowers or any other Person to perform its obligations hereunder or thereunder
or in respect of the Notes. The Administrative Agent may employ agents
(including the Columbia Issuing Bank as detailed below) and attorneys-in-fact
and shall not be responsible for the negligence or misconduct of any such agent
or attorneys-in-fact selected by it with reasonable care. The Administrative
Agent shall exercise the same care in administering the Loans as it exercises
with respect to similar transactions entered into solely for its own account;
however, neither the Administrative Agent nor any of its directors, officers,
employees or agents shall be responsible for any action taken or omitted to be
taken in good faith by it or them hereunder or in connection herewith, except
for its or their own gross negligence or willful misconduct. The Administrative
Agent in its separate capacity as a Bank shall have the same rights and powers
hereunder as any other Bank.

     The Banks acknowledge and agree that the
Columbia Issuing Bank is acting as the Administrative Agent's special collateral
agent with respect to the collateral securing the Columbia Letter of Credit and
shall be entitled to the right of indemnification granted to the Administrative
Agent when acting as the special collateral agent, except in instances of its
own gross negligence or willful misconduct.

     §14.2. Actions By Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to
take any action under this Credit Agreement as it reasonably deems appropriate
unless it shall first have received such advice or concurrence of the Banks and
shall be indemnified to its reasonable satisfaction by the Banks against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Credit
Agreement or any of the Loan Documents in accordance with a request of the
Majority Banks, and such request and any action taken or failure to act pursuant
thereto shall be binding upon the Banks and all future holders of the Notes or
any Letter of Credit Participation.

     §14.3. INDEMNIFICATION. Without
limiting the obligations of the Borrowers under this Credit Agreement or any
other Loan Document, the Banks ratably 

59



agree hereby to indemnify and hold harmless the Administrative Agent, the
Lead Arranger, and their affiliates from and against any and all claims, actions
and suits (whether groundless or otherwise), losses, damages, costs, expenses
(including any expenses for which the Administrative Agent, the Lead Arranger or
such affiliate has not been reimbursed by the Borrowers as required by §15),
and liabilities of every nature and character arising out of or related to this
Credit Agreement, the Notes, or any of the other Loan Documents or the
transactions contemplated or evidenced hereby or thereby, or the Administrative
Agent's actions taken hereunder or thereunder, except to the extent that any of
the same shall be directly caused by the Administrative Agent's willful
misconduct or gross negligence, it being the intent of the parties hereto that
all such indemnified parties shall be indemnified for their ordinary sole or
contributory negligence.

     §14.4. Reimbursement. Without
limiting the provisions of §14.3, the Banks and the Administrative Agent hereby
agree that the Administrative Agent shall not be obliged to make available to
any Person any sum which the Administrative Agent is expecting to receive for
the account of that Person until the Administrative Agent has determined that it
has received that sum. The Administrative Agent may, however, disburse funds
prior to determining that the sums which the Administrative Agent expects to
receive have been finally and unconditionally paid to the Administrative Agent,
if the Administrative Agent wishes to do so. If and to the extent that the
Administrative Agent does disburse funds and it later becomes known that the
Administrative Agent did not then receive a payment in an amount equal to the
sum paid out, then any Person to whom the Administrative Agent made the funds
available shall, on demand from the Administrative Agent, refund to the
Administrative Agent the sum paid to that Person. If, in the opinion of the
Administrative Agent, the distribution of any amount received by it in such
capacity hereunder or under the Loan Documents might involve it in liability, it
may refrain from making distribution until its right to make distribution shall
have been adjudicated by a court of competent jurisdiction. If a court of
competent jurisdiction shall adjudge that any amount received and distributed by
the Administrative Agent is to be repaid, each Person to whom any such
distribution shall have been made shall either repay to the Administrative Agent
its proportionate share of the amount so adjudged to be repaid or shall pay over
the same in such manner and to such Persons as shall be determined by such
court.

    §14.5.  Documents.

                
§14.5.1. Closing Documentation. For purposes of determining
compliance with the conditions set forth in §9, each Bank that has executed
this Credit Agreement shall be deemed to have consented to, approved or
accepted, or to be satisfied with, each document and matter either sent, or made
available, by the Administrative Agent or the Lead Arranger to such Bank for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to such Bank, unless
the Administrative Agent shall have received notice from such Bank prior to the
Closing Date specifying such Bank's objection thereto and such objection shall
not have been withdrawn by notice to the Administrative Agent to such effect on
or prior to the Closing Date.

                
§14.5.2. Other Documents. The Administrative Agent will forward
to each Bank, promptly after the Administrative Agent's receipt thereof, a copy
of each notice or other document furnished to the Administrative Agent for such
Bank hereunder; 

60



provided, however, that notwithstanding the foregoing, the
Administrative Agent may furnish to the Banks a monthly summary with respect to
Letters of Credit issued hereunder in lieu of copies of the related Letter of
Credit Applications.

    §14.6. Non-Reliance on Administrative Agent and
Other Banks. Each Bank represents that it has, independently and without
reliance on the Administrative Agent or any other Bank, and based on such
documents and information as it has deemed appropriate,
made its own appraisal of the financial condition and affairs of the Borrowers
and decision to enter into this Credit Agreement and the other Loan Documents
and agrees that it will, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
appraisals and decisions in taking or not taking action under this Credit
Agreement or any other Loan Document. The Administrative Agent shall not be
required to keep informed as to the performance or observance by the Borrowers
of this Credit Agreement, the other Loan Documents or any other document
referred to or provided for herein or therein or by any other Person of any
other agreement or to make inquiry of, or to inspect the properties or books of,
any Person. Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning any person
which may come into the possession of the Administrative Agent or any of its
affiliates. Each Bank shall have access to all documents relating to the
Administrative Agent's performance of its duties hereunder at such Bank's
request. Unless any Bank shall promptly object to any action taken by the
Administrative Agent hereunder (other than actions to which the provisions of §14.8
are applicable and other than actions which constitute gross negligence or
willful misconduct by the Administrative Agent), such Bank shall conclusively be
presumed to have approved the same.

    §14.7. Resignation or Removal of Administrative
Agent. The Administrative Agent may resign at any time by giving 60
days' prior written notice thereof to the Banks and the Borrowers. Upon any such
resignation, the Banks shall have the right to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Banks (and, provided that no Default or Event of Default shall
have occurred and be continuing, approved by the Borrowers, such approval not to
be unreasonably withheld) and shall have accepted such appointment within 30
days after the retiring Administrative Agent's giving of notice of resignation,
then the retiring Administrative Agent may, on behalf of the Banks, appoint a
successor Administrative Agent, which shall be a financial institution having a
combined capital and surplus in excess of $150,000,000. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After any retiring Administrative
Agent's resignation, the provisions of this Credit Agreement shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Administrative Agent. Any new Administrative Agent
appointed pursuant to this §14.7 shall immediately issue new Letters of Credit
in place of Letters of Credit previously issued by the Administrative Agent (to
the extent such Letters of Credit are returned by the beneficiaries for purposes
of such exchange).

61



    §14.8. Consents, Amendments, Waivers, Etc. Any
consent or approval required or permitted by this Credit Agreement to be given
by the Banks may be given, and any term of this Credit Agreement, the other Loan
Documents or any other instrument related hereto or mentioned herein may be
amended, and the performance or observance by the Borrowers of any terms of this
Credit Agreement, the other Loan Documents or such other instrument or the
continuance of any Default or Event of Default may be waived (either generally
or in a particular instance and either retroactively or prospectively) with, but
only with, the written consent of the Borrowers and the written consent of the
Majority Banks, provided however, that the Administrative Agent may, in
its reasonable discretion, release Collateral with an aggregate value of
$500,000 or less in any calendar year. Notwithstanding the foregoing, no
amendment, waiver or consent shall do any of the following unless in writing and
signed by the Borrowers and each of the Banks affected thereby: (a) increase the
Commitment of any Bank or subject any Bank to any additional obligations (other
than in accordance with §2.2.2 hereof), or (b) reduce the principal of or the
rate of interest on the Notes (including, without limitation, interest on
overdue amounts) or any fees payable hereunder; and further, no
amendment, waiver or consent shall do any of the following unless in writing and
signed by all of the Banks: (c) postpone the Maturity Date or any
date fixed for any payment in respect of principal or interest (including,
without limitation, interest on overdue amounts) on the Notes, (d) change the
definition of "Majority Banks" or the percentage of Banks which shall
be required for the Banks or any of them to take any action under the Loan
Documents; (e) amend this §14.8; (f) except as otherwise permitted by the terms
of this Credit Agreement, release any Collateral with an aggregate value
exceeding $500,000 in any calendar year or (g) release any Borrower from its
obligations hereunder.

     No waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon. No
course of dealing or delay or omission on the part of the Administrative Agent
or any Bank in exercising any right shall operate as a waiver thereof or
otherwise be prejudicial thereto. No notice to or demand upon the Borrowers
shall entitle the Borrowers to other or further notice or demand in similar or
other circumstances.

    §14.9. Delinquent Banks. Notwithstanding
anything to the contrary contained in this Credit Agreement or any of the other
Loan Documents, any Bank that fails (i) to make available to the Administrative
Agent its pro rata share of any Loan or to purchase any Letter of Credit
Participation or (ii) to comply with the provisions of §13 with respect to
making dispositions and arrangements with the other Banks, where such Bank's
share of any payment received, whether by setoff or otherwise, is in excess of
its pro rata share of such payments due and payable to all of the Banks,
in each case as, when and to the full extent required by the provisions of this
Credit Agreement, shall be deemed delinquent (a "Delinquent Bank") and
shall be deemed a Delinquent Bank until such time as such delinquency is
satisfied. A Delinquent Bank shall be deemed to have assigned any and all
payments due to it from the Borrowers, whether on account of outstanding Loans,
Reimbursement Obligations, interest, fees or otherwise, to the remaining
nondelinquent Banks for application to, and reduction of, their respective pro
rata shares of all outstanding Loans and Reimbursement Obligations. The
Delinquent Bank hereby authorizes the Administrative Agent to distribute such
payments to the nondelinquent Banks in proportion to their respective pro
rata shares of all outstanding Loans and Reimbursement Obligations. A
Delinquent Bank shall be deemed to have satisfied in full

62



a delinquency when and if, as a result of application of the assigned
payments to all outstanding Loans and Reimbursement Obligations of the
nondelinquent Banks, the Banks' respective pro rata shares of all
outstanding Loans and Reimbursement Obligations have returned to those in effect
immediately prior to such delinquency and without giving effect to the
nonpayment causing such delinquency.


   §14.10. Syndication Agent. The Syndication Agent
shall not have any right, power, obligation, liability, responsibility or duty
under this Credit Agreement other than those applicable to all Banks as such.
Without limiting the foregoing, the Syndication Agent shall not have or be
deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges
that it has not relied, and will not rely, on the Syndication Agent in deciding
to enter into this Credit Agreement or not taking any action hereunder.

    §15. EXPENSES AND INDEMNIFICATION.

    §15.1. Expenses. Whether or not the
transactions contemplated herein shall be consummated, the Borrowers agree to
pay (a) the reasonable costs of producing and reproducing this Credit Agreement,
the other Loan Documents and the other agreements and instruments mentioned
herein, (b) any taxes (including any interest and penalties in respect thereto)
payable by the Administrative Agent or any of the Banks (other than taxes based
upon the Administrative Agent's or any Bank's net income) on or with respect to
the transactions contemplated by this Credit Agreement (the Borrowers hereby
agreeing to indemnify the Administrative Agent and each Bank with respect
thereto), (c) the reasonable fees, expenses and disbursements of counsel to the
Administrative Agent incurred in connection with the preparation, syndication,
administration or interpretation of the Loan Documents and other instruments
mentioned herein, each closing hereunder, any amendments, modifications,
approvals, consents or waivers hereto or hereunder, or the cancellation of any
Loan Document upon payment in full in cash of all of the Obligations or pursuant
to any terms of such Loan Document providing for such cancellation, (d) the
reasonable fees, expenses and disbursements of the Administrative Agent, the
Lead Arranger, or any of their affiliates incurred by the Administrative Agent,
the Lead Arranger, or such affiliate in connection with the preparation,
syndication, administration or interpretation of the Loan Documents and other
instruments mentioned herein, including all title insurance premiums and
surveyor, engineering and appraisal charges, (e) all reasonable out-of-pocket
expenses (including without limitation reasonable attorneys' fees and costs,
which attorneys may be employees of any Bank or the Administrative Agent, and
reasonable consulting, accounting, appraisal, investment banking and similar
professional fees and charges) incurred by any Bank or the Administrative Agent
in connection with (i) the enforcement of or preservation of rights under any of
the Loan Documents against the Borrowers or the administration thereof after the
occurrence of a Default or Event of Default and (ii) any litigation, proceeding
or dispute whether arising hereunder or under any of the other Loan Documents,
in any way related to any Bank's or the Administrative Agent's relationship with
the Borrowers and (f) all reasonable fees, expenses and disbursements of the
Administrative Agent incurred in connection with UCC searches and UCC filings.

     §15.2. Indemnification. The
Borrowers agree to indemnify and hold harmless the Administrative Agent, the
Lead Arranger, the Banks and each of their respective affiliates, shareholders,
officers, directors, employees and Administrative Agents from and against any
and all claims, actions and suits whether groundless or otherwise, and 

63



from and against any and all liabilities, losses, damages and expenses of
every nature and character arising out of this Credit Agreement or any of the
other Loan Documents or the transactions contemplated hereby including, without
limitation, (a) any actual or proposed use by the Borrowers of the proceeds of
any of the Loans or Letters of Credit, (b) the Borrowers entering into or
performing this Credit Agreement or any of the other Loan Documents or (c) with
respect to the Borrowers and their respective properties and assets, the
violation of any Environmental Law, the presence, disposal, escape, seepage,
leakage, spillage, discharge, emission, release or threatened release of any
Hazardous Substances or any action, suit, proceeding or investigation brought or
threatened with respect to any Hazardous Substances (including, but not limited
to, claims with respect to wrongful death, personal injury or damage to
property), in each case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding. In
litigation, or the preparation therefor, the Banks and the Administrative Agent,
the Lead Arranger, and their affiliates shall be entitled to select their own
counsel and, in addition to the foregoing indemnity, the Borrowers agree to pay
promptly the reasonable fees and expenses of such counsel. If, and to the extent
that the obligations of the Borrowers under this §15.2 are unenforceable for
any reason, the Borrowers hereby agree to make the maximum contribution to the
payment in satisfaction of such obligations which is permissible under
applicable law.

     §15.3. Survival. The covenants
contained in this §15 shall survive payment (including payment in connection
with an assignment under §17) or satisfaction in full of all other Obligations.

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

     §17. ASSIGNMENT AND PARTICIPATION. It
is understood and agreed that each Bank shall have the right to assign at any
time all or a portion of its Commitment and interests in the risk relating to
any Loans and outstanding Letters of Credit hereunder in an amount equal to or
greater than $2,500,000 (which assignment shall be of an equal percentage of
such Bank's Commitment, the Revolving Credit Loans and outstanding Letters of
Credit) to Eligible Assignees with the prior written consent of the
Administrative Agent and, unless a Default or an Event of Default shall have
occurred and be continuing, the Borrowers, which approvals shall not be
unreasonably withheld or delayed. It is further agreed that each Eligible
Assignee which executes and delivers to the Banks and the Borrowers an
Assignment and Acceptance in substantially the form of Exhibit F (an
"Assignment and Acceptance") shall, on the date specified in 

64



such Assignment and Acceptance, become a party to this Credit Agreement and
the other Loan Documents for all purposes of this Credit Agreement and the other
Loan Documents, and its Commitment shall be as set forth in such Assignment and
Acceptance. Upon the execution and delivery of such Assignment and Acceptance
and payment by the assigning bank of an assignment fee in the amount of $3,500
to the Administrative Agent, (a) the Borrowers shall issue to such Eligible
Assignee a Revolving Credit Note in the amount of such Eligible Assignee's
Commitment dated the Closing Date or such other date as may be specified by the
Administrative Agent and otherwise completed in substantially the form of Exhibit
A hereto and, to the extent any assigning Bank has retained a portion of its
obligations hereunder, a replacement Revolving Credit Note to the assigning
Bank; (b) the Administrative Agent shall distribute to the Borrowers, the Banks
and such Eligible Assignee a schedule reflecting such changes; (c) this Credit
Agreement shall be appropriately amended to reflect (i) the status of such
Eligible Assignee as a party hereto and (ii) the status and rights of the Banks
and Administrative Agent hereunder; and (d) the Borrowers shall take such action
as the Administrative Agent may reasonably request to perfect any security
interests in favor of the Banks, including any Eligible Assignee which becomes a
party to this Credit Agreement. It is understood and agreed that each Bank shall
have the right to sell participations to one or more banks or other entities in
all or a portion of such Bank's rights and obligations under this Credit
Agreement and the other Loan Documents. The documents evidencing any such
participation may provide that, except with the consent of the participant party
thereto, such Bank will not consent to (A) the reduction in or forgiveness of
the stated principal of or rate of interest on or Commitment Fee with respect to
the portion of any Loan subject to such participation or assignment, (B) the
extension or postponement of any stated date fixed for payment of principal or
interest or Commitment Fee with respect to the portion of any Loan subject to
such participation or assignment, or (C) the waiver or reduction of any right to
indemnification of such Bank hereunder. The Borrowers also agree that each
participant shall be entitled to the benefits of Sections 4.4, 4.8 and 4.10 with
respect to its participation as if it were a Bank. To the extent permitted by
law, each participant also shall be entitled to the benefits of Section 13 as
though it were a Bank, provided such participant agrees to be subject to the
terms thereof as though it were a Bank. A participant shall not be entitled to
receive any greater payment under Section 4.4, 4.8 or 4.10 than the applicable
Bank would have been entitled to receive with respect to the participation sold
to such participant. Notwithstanding the foregoing, no syndication or
participation shall operate to increase the Total Commitment hereunder or
otherwise alter the substantive terms of this Credit Agreement, except as
contemplated under §2.2.2. Anything contained in this §17 to the contrary
notwithstanding, any Bank may at any time pledge all or any portion of its
interest and rights under this Credit Agreement (including all or any portion of
its Notes) to any of the twelve Federal Reserve Banks organized under §4 of the
Federal Reserve Act, 12 U.S.C. §341. No such pledge or the enforcement thereof
shall release the pledgor Bank from its obligations hereunder or under any of
the other Loan Documents.

     §18. PARTIES IN INTEREST. All
the terms of this Credit Agreement and the other Loan Documents shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto and thereto; provided that the
Borrowers shall not assign or transfer their rights hereunder without the prior
written consent of each Bank.

65



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


    (a)    if
to the Borrowers, at Waste Connections, Inc., 620 Coolidge Drive, Suite 350,
Folsom, California 95630-3155, Attention: Steven F. Bouck, Executive Vice
President and Chief Financial Officer, telephone number 916-608-8200, fax number
916-351-5607;



    (b)    if to the
Administrative Agent or Fleet, at 100 Federal Street, Boston, Massachusetts
02110, Attention: Timothy M. Laurion, Managing Director, telephone number
617-434-9689, telecopy number 617-434-2160; 



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



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



    §20. TREATMENT OF
CERTAIN CONFIDENTIAL INFORMATION.



            
§20.1. Sharing of Information with Section 20
Subsidiary. The Borrowers acknowledge that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrowers, in connection with this Credit Agreement or otherwise, by a
Section 20 Subsidiary. The Borrowers hereby authorize (a) such Section 20
Subsidiary to share with the Administrative Agent and each Bank any information
delivered to such Section 20 Subsidiary by the Borrowers, and (b) the
Administrative Agent and each Bank to share with such Section 20 Subsidiary any
information delivered to the Administrative Agent or such Bank by the Borrowers
pursuant to this Credit Agreement, or in connection with the decision of such
Bank to enter into this Credit Agreement; it being understood, in each case,
that any such Section 20 Subsidiary receiving such
information shall be bound by the confidentiality provisions of this Credit
Agreement. Such authorization shall survive the payment and satisfaction in full
of all of the Obligations.



            
§20.2. Confidentiality. Each of the Banks and
the Administrative Agent agrees, on behalf of itself and each of their
affiliates, directors, officers, employees and representatives, to use
reasonable precautions to keep confidential, in accordance with their customary
procedures for handling confidential information of the same nature and in
accordance with safe and sound banking practices, any non-public information
supplied to it by the Borrowers pursuant to this Credit Agreement that is
identified by such Person as being confidential at the time the same is
delivered to the Banks or the 

66



Administrative Agent, provided that nothing herein
shall limit the disclosure of any such information (a) after such information
shall have become public other than through a violation of this §20, (b) to the
extent required by statute, rule, regulation or judicial process, (c) to counsel
for any of the Banks or the Administrative Agent, (d) to bank examiners or
any other regulatory authority having jurisdiction over any Bank or the
Administrative Agent, or to auditors or accountants, (e) to the Administrative
Agent, any Bank or any Section 20 Subsidiary, (f) in connection with any
litigation to which any one or more of the Banks, the Administrative Agent or
any Section 20 Subsidiary is a party, or in connection with the enforcement of
rights or remedies hereunder or under any other Loan Document, (g) to a
subsidiary or affiliate of such Bank as provided in §20.1 or (h) to any
assignee or participant (or prospective assignee or participant) so long as such
assignee or participant agrees to be bound by the provisions of this §20.

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

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

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

     §22. ENTIRE AGREEMENT, ETC. The
Loan Documents and any other documents executed in connection herewith or
therewith express the entire understanding of the parties with respect to the
transactions contemplated hereby. Neither this Credit Agreement nor any term
hereof may be changed, waived, discharged or terminated, except as provided in
§14.8. No waiver shall extend to or affect any obligation not expressly waived
or impair any right consequent thereon. No course of dealing or omission on the
part of the Administrative Agent or any Bank in exercising any right shall
operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or
demand upon the Borrowers shall entitle the Borrowers to other or further notice
or demand in similar or other circumstances.

67



     §23. WAIVER OF JURY TRIAL. EACH
BORROWER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR
CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE
NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS
PROHIBITED BY LAW, EACH BORROWER HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWERS (a)
CERTIFY THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY BANK OR
THE ADMINISTRATIVE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK
OR THE ADMINISTRATIVE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT
AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO WHICH THEY ARE A PARTY BECAUSE OF, AMONG OTHER THINGS,
THE BORROWERS' WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

     §24. GOVERNING LAW. This Credit
Agreement and each of the other Loan Documents are contracts under the laws of
the Commonwealth of Massachusetts and shall for all purposes be construed in
accordance with and governed by the laws of said commonwealth (excluding the
laws applicable to conflicts or choice of law). The Borrowers consent to the
jurisdiction of any of the federal or state courts located in the Commonwealth
of Massachusetts in connection with any suit to enforce the rights of any Bank
or the Administrative Agent under this Credit Agreement or any of the other Loan
Documents.

     §25. SEVERABILITY. The
provisions of this Credit Agreement are severable and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Credit Agreement in any jurisdiction.

68




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

THE BORROWERS:

WASTE CONNECTIONS, INC.

WASTE CONNECTIONS OF WASHINGTON, INC. 

MADERA DISPOSAL SYSTEMS, INC.

WASTE CONNECTIONS OF WYOMING, INC. 

WASTE CONNECTIONS OF UTAH, INC. 

WASTE CONNECTIONS OF OKLAHOMA, INC. 

RED CARPET LANDFILL, INC.

ARROW SANITARY SERVICE, INC. 

CURRY TRANSFER & RECYCLING, INC. 

WASTE CONNECTIONS OF NEBRASKA, INC. 

COLUMBIA SANITARY SERVICE, INC. 

MORELAND SANITARY SERVICE, INC. 

AMADOR DISPOSAL SERVICE, INC. 

CITY SANITATION, INC.

BUTLER COUNTY LANDFILL, INC. 

ROCHE & SONS, INC.

MURREY'S DISPOSAL COMPANY, INC. 

AMERICAN DISPOSAL COMPANY, INC. 

D.M. DISPOSAL CO., INC.

TACOMA RECYCLING COMPANY, INC. 

WASTE CONNECTIONS OF MINNESOTA, INC. 

MANAGEMENT ENVIRONMENTAL NATIONAL, INC. 

RH FINANCIAL CORPORATION

KINGSBURG DISPOSAL SERVICE, INC. 

SUPERIOR REFUSE REMOVAL CORPORATION 

SALINA WASTE SYSTEMS, INC.

MAMMOTH DISPOSAL COMPANY 

G & P DEVELOPMENT, INC. 

NEBRASKA ECOLOGY SYSTEMS, INC. 

REFUSE REMOVAL, INC.

WASTE CONNECTIONS OF IOWA, INC. 

NOVAK ENTERPRISES, INC.

WASTE CONNECTIONS OF TEXAS, INC. 

CAMINO REAL ENVIRONMENTAL CENTER, INC. 

WASTE CONNECTIONS OF COLORADO, INC.

	By:	 
	
      

    
	Ronald J. Mittelstaedt 

      President


    

69




DENVER REGIONAL LANDFILL, INC. 

NOBLES COUNTY LANDFILL, INC.

SWEET HOME SANITATION SERVICE

WASTE CONNECTIONS TRANSPORTATION COMPANY, INC. 

COOK'S WASTEPAPER & RECYCLING, INC.

FINNEY COUNTY LANDFILL, INC.

WASTE CONNECTIONS OF NEW MEXICO, INC. 

WASTE CONNECTIONS OF MONTANA, INC. 

OKLAHOMA CITY WASTE DISPOSAL, INC.

	By:	 
		
      

    
	 	Ronald J. Mittelstaedt
	 	President


	
	COLUMBIA RESOURCE CO., L.P.
	 	 
	By:  Management
      Environmental National, Inc.,
	 	its General Partner
	By:	 
		
      

    
	 	Ronald J. Mittelstaedt
	 	President


	
	FINLEY-BUTTES LIMITED
      PARTNERSHIP
	 	 
	By:  Management
      Environmental National, Inc.,
	 	its General Partner
	By:	 
		
      

    
	 	Ronald J. Mittelstaedt
	 	President


	
	REPUBLIC SERVICES OF OREGON I,
      LLC
	 	 
	By: Arrow Sanitary Service, Inc.
	 	its Manager
	By:	 
		
      

    
	 	Ronald J. Mittelstaedt
	 	President


	
	EL PASO DISPOSAL, L.P.
	 	 
	By: Waste Connections of Texas,
      Inc.
	 	its General Partner
	By:	 
		
      

    
	 	Ronald J. Mittelstaedt
	 	President


70




THE LENDERS:

FLEET NATIONAL BANK

(f/k/a BankBoston, N.A.), 

    individually and as Agent

	By:	
		
      

    
		Timothy M. Laurion, Managing Director


71




UNION BANK OF CALIFORNIA, N.A.

	By:	
		
      

    
		Name:

      Title:


72




COMERICA BANK — CALIFORNIA



	By:	
		
      

    
		Name:

      Title:


73




LASALLE BANK NATIONAL ASSOCIATION



	By:	
		
      

    
		Name:

      Title:


74




CITY NATIONAL BANK



	By:	
		
      

    
		Name:

      Title:


75




FIRST BANK OF CALIFORNIA



	By:	
		
      

    
		Name:

      Title:


76




U.S. BANK NATIONAL ASSOCIATION



	By:	
		
      

    
		Name:

      Title:


77




BANKERS TRUST COMPANY



	By:	
		
      

    
		Name:

      Title:


78




CHASE BANK OF TEXAS



	By:	
		
      

    
		Name:

      Title:


79




CIBC INC., as Lender



	By:	
		
      

    
		Name:

      Title:


80




WELLS FARGO BANK, N.A.



	By:	
		
      

    
		Name:

      Title:


81




GUARANTY FEDERAL BANK, F.S.B.



	By:	
		
      

    
		Name:

      Title:


82