SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

                         Dated as of September 17, 1998

                                  by and among

                             Superior Services, Inc.

                  its Subsidiaries listed on Schedule 1 hereto
                                (the "Borrowers")

                                BANKBOSTON, N.A.,
                              BANK ONE, WISCONSIN,
                         HARRIS TRUST AND SAVINGS BANK,
                             LASALLE NATIONAL BANK,
             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                          FIRSTAR BANK MILWAUKEE, N.A.,
                                FLEET BANK, N.A.,
                                    PARIBAS,
                         PNC BANK, NATIONAL ASSOCIATION,
                                 COMERICA BANK,
                                FIFTH THIRD BANK,
                             HIBERNIA NATIONAL BANK
                                  (the "Banks")

                                       and

                           BANKBOSTON, N.A., as Agent

                        BANK ONE, WISCONSIN, as Co-Agent
                   HARRIS TRUST AND SAVINGS BANK, as Co-Agent
                       LASALLE NATIONAL BANK, as Co-Agent
       BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent


<PAGE>

                                       ii

                               TABLE OF CONTENTS

ss.1.  DEFINITIONS AND RULES OF INTERPRETATION................................1
         ss.1.1.  Definitions.................................................1
         ss.1.2.  Rules of Interpretation.....................................12

ss.2.  THE REVOLVING CREDIT FACILITY..........................................13
         ss.2.1.  Commitment to Lend..........................................13
         ss.2.2.  Reduction of Total Commitment...............................13
         ss.2.3.  The Notes...................................................14
         ss.2.4.  Interest on Loans...........................................14
         ss.2.5.  Election of Eurodollar Rate; Notice of Election; 
                    Interest Periods; Minimum Amounts.........................14
         ss.2.6.  Requests for Revolving Credit Loans.........................15
         ss.2.7.  Funds for Loans.............................................16
         ss.2.8.  Maturity of the Loans.......................................17
         ss.2.9.  Mandatory Repayments of the Loans...........................17
         ss.2.10. Optional Prepayments or Repayments of Loans.................17

ss.3.  LETTERS OF CREDIT......................................................18
         ss.3.1.  Letter of Credit Commitments................................18
         ss.3.2.  Reimbursement Obligation of the Borrowers...................18
         ss.3.3.  Letter of Credit Payments...................................19
         ss.3.4.  Obligations Absolute........................................20
         ss.3.5.  Reliance by Agent...........................................20

ss.4.  FEES, PAYMENTS, AND COMPUTATIONS; JOINT AND SEVERAL LIABILITY..........20
         ss.4.1.  Fees........................................................20
         ss.4.2.  Payments....................................................21
         ss.4.3.  Computations................................................22
         ss.4.4.  Capital Adequacy............................................22
         ss.4.5.  Certificate.................................................23
         ss.4.6.  Interest on Overdue Amounts.................................23
         ss.4.7.  Interest Limitation.........................................23
         ss.4.8.  Eurodollar Indemnity .......................................23
         ss.4.9.  Illegality; Inability to Determine Eurodollar Rate .........24
         ss.4.10.  Additional Costs, Etc......................................24
         ss.4.11.  Concerning Joint and Several Liability of the Borrowers....25
         ss.4.12.  New Borrowers .............................................27

ss.5.  REPRESENTATIONS AND WARRANTIES ........................................27
         ss.5.1.  Corporate Authority ........................................27
         ss.5.2.  Governmental Approvals .....................................28
         ss.5.3.  Title to Properties; Leases ................................28
         ss.5.4.  Financial Statements; Solvency .............................28

<PAGE>
 
                                   -iii-

         ss.5.5.  No Material Changes, Etc ...................................29
         ss.5.6.  Permits, Franchises, Patents, Copyrights, Etc ..............29
         ss.5.7.  Litigation .................................................29
         ss.5.8.  No Materially Adverse Contracts, Etc .......................30
         ss.5.9.  Compliance With Other Instruments, Laws, Etc ...............30
         ss.5.10.  TaxStatus .................................................30
         ss.5.11.  No Event of Default .......................................30
         ss.5.12.  Holding Company and Investment Company Acts ...............31
         ss.5.13.  Absence of Financing Statements, Etc ......................31
         ss.5.14.  Employee Benefit Plans ....................................31
         ss.5.15.  Use of Proceeds ...........................................32
         ss.5.16.  Environmental Compliance ..................................32
         ss.5.17.  Perfection of Security Interests ..........................33
         ss.5.18.  Certain Transactions ......................................33
         ss.5.19.  Subsidiaries ..............................................34
         ss.5.20.  Capitalization ............................................34
         ss.5.21.  True Copies of Charter and Other Documents ................34
         ss.5.22.  Disclosure ................................................35
         ss.5.23.  Year 2000 Compliance ......................................35

ss.6.  AFFIRMATIVE COVENANTS OF THE BORROWERS ................................35
         ss.6.1.  Punctual Payment ...........................................35
         ss.6.2.  Maintenance of Office ......................................35
         ss.6.3.  Records and Accounts .......................................35
         ss.6.4.  Financial Statements, Certificates and Information .........36
         ss.6.5.  Corporate Existence and Conduct of Business ................37
         ss.6.6.  Maintenance of Properties ..................................38
         ss.6.7.  Insurance ..................................................38
         ss.6.8.  Taxes ......................................................38
         ss.6.9.  Inspection of Properties, Books, and Contracts .............39
         ss.6.10. Compliance with Laws, Contracts, Licenses and 
                  Permits; Maintenance of Material Licenses and Permits ......39
         ss.6.11. ENVIRONMENTAL INDEMNIFICATION ..............................39
         ss.6.12. Further Assurances .........................................40
         ss.6.13. Notice of Potential Claims or Litigation ...................40
         ss.6.14. Notice of Certain Events Concerning Insurance
                  and Environmental Claims ...................................40
         ss.6.15. Response Actions ...........................................41
         ss.6.16. Notice of Default ......................................... 41
         ss.6.17. Closure and Post Closure Liabilities .......................41

<PAGE>
                                      -iv-

ss.7.  CERTAIN NEGATIVE COVENANTS OF THE BORROWERS ...........................41
         ss.7.1.  Restrictions on Indebtedness ...............................41
         ss.7.2.  Restrictions on Liens ......................................43
         ss.7.3.  Restrictions on Investments ................................44
         ss.7.4.  Mergers, Consolidations, Sales .............................45
         ss.7.5.  Sale and Leaseback .........................................46
         ss.7.6.  Restricted Distributions and Redemptions ...................46
         ss.7.7.  Employee Benefit Plans .....................................46
         ss.7.8.  Negative Pledges ...........................................47

ss.8.  FINANCIAL COVENANTS OF THE BORROWERS ..................................47
         ss.8.1.  Leverage Ratio .............................................47
         ss.8.2.  Interest Coverage Ratio ....................................48
         ss.8.3.  Funded Debt to Capitalization Ratio ........................48
         ss.8.4.  Profitable Operations ......................................48
         ss.8.5.  Capital Expenditures .......................................48

ss.9.  CLOSING CONDITIONS ....................................................48
         ss.9.1.  Corporate Action ...........................................48
         ss.9.2.  Loan Documents, Etc ........................................48
         ss.9.3.  Certified Copies of Charter Documents ......................49
         ss.9.4.  Incumbency Certificate .....................................49
         ss.9.5.  Validity of Liens ..........................................49
         ss.9.6.  UCC Search Results .........................................49
         ss.9.7.  Certificates of Insurance ..................................49
         ss.9.8.  Opinion of Counsel .........................................50
         ss.9.9.  Environmental Permit Certificate ...........................50

ss.10.  CONDITIONS OF ALL LOANS ..............................................50
         ss.10.1.  Representations True; No Event of Default .................50
         ss.10.2.  Performance; No Event of Default ..........................50
         ss.10.3.  No Legal Impediment .......................................50
         ss.10.4.  Governmental Regulation ...................................51
         ss.10.5.  Proceedings and Documents .................................51

ss.11.  COLLATERAL SECURITY ..................................................51

ss.12.  EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT ...........51
         ss.12.1.  Events of Default and Acceleration ........................51
         ss.12.2.  Termination of Commitments ................................54
         ss.12.3.  Remedies ..................................................54

ss.13.  SETOFF ...............................................................55

ss.14.  THE AGENT ............................................................55
         ss.14.1.  Appointment of Agent, Powers and Immunities ...............55

<PAGE>
                                      -v-

         ss.14.2.  Actions By Agent ..........................................56
         ss.14.3.  INDEMNIFICATION ...........................................56
         ss.14.4.  Reimbursement .............................................57
         ss.14.5.  Documents .................................................57
         ss.14.6.  Non-Reliance on Agent and Other Banks .....................57
         ss.14.7.  Resignation of Agent ......................................58
         ss.14.8.  Action by the Banks, Consents, Amendments, Waivers, Etc ...58

ss.15.  EXPENSES .............................................................59

ss.16.  INDEMNIFICATION ......................................................60

ss.17.  SURVIVAL OF COVENANTS, ETC ...........................................60

ss.18.  ASSIGNMENT AND PARTICIPATION .........................................61

ss.19.  PARTIES IN INTEREST ..................................................62

ss.20.  NOTICES, ETC .........................................................62

ss.21.  MISCELLANEOUS ........................................................62

ss.22.  ENTIRE AGREEMENT, ETC ................................................63

ss.23.  WAIVER OF JURY TRIAL .................................................63

ss.24.  GOVERNING LAW ........................................................63

ss.25.  SEVERABILITY .........................................................64


                              Schedules & Exhibits

         Exhibit A             Form of Revolving Credit Note
         Exhibit B             Form of Loan and Letter of Credit Request
         Exhibit C             Form of Compliance Certificate
         Exhibit D             Form of Environmental Compliance Certificate
         Exhibit E             Parent's Standard Due Diligence Practices

         Schedule 1            Subsidiaries of the Parent
         Schedule 5.7          Litigation
         Schedule 5.16         Environmental Matters
         Schedule 5.18         Certain Transactions
         Schedule 5.20(b)      Outstanding Stock Options
         Schedule 6.7          Insurance
         Schedule 7.1(b)       Existing Indebtedness
         Schedule 7.2(g)       Existing Liens


<PAGE>

                           SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

This SECOND  AMENDED  AND  RESTATED  REVOLVING  CREDIT  AGREEMENT  is made as of
September 17, 1998 (the "Agreement"),  by and among (a) SUPERIOR SERVICES, INC.,
a  Wisconsin  corporation  (the  "Parent"),   the  subsidiaries  of  the  Parent
identified on Schedule 1 hereto (the  "Subsidiaries",  and collectively with the
Parent,  the  "Borrowers"),  (b) BANKBOSTON,  N.A.  ("BKB"),  a national banking
association  having its  principal  place of  business  at 100  Federal  Street,
Boston,  Massachusetts  02110,  LASALLE  NATIONAL BANK  ("LaSalle"),  a national
banking  association having its principal place of business at 135 South LaSalle
Street,  Chicago,  Illinois 60603, BANK ONE, WISCONSIN ("Bank One"), a Wisconsin
banking association having its principal place of business at 111 East Wisconsin
Avenue,  Milwaukee,  Wisconsin 53201, BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION,  a national banking association having its place of business at 231
South LaSalle Street, Chicago,  Illinois 60697 ("BOA"), HARRIS TRUST AND SAVINGS
BANK, an Illinois banking  association having its principal place of business at
111 West Monroe Street, Chicago Illinois 60690 ("Harris"), and the other lending
institutions which become parties hereto (each a "Bank" and,  collectively,  the
"Banks"), and (c) BANKBOSTON, N.A., as agent for the Banks (the "Agent").

         WHEREAS,  the Banks,  the Agent,  and the  Borrowers  wish to amend and
restate the  Existing  Credit  Agreement  (defined  below) to increase the Total
Commitment and to amend certain terms and provisions thereof;

         NOW THEREFORE,  subject to the satisfaction of the conditions set forth
in ss.9 hereof,  the Borrowers,  the Banks,  and the Agent hereby agree that the
Existing Credit  Agreement is hereby amended and restated in its entirety as set
forth herein.

1.       ss.1.  DEFINITIONS AND RULES OF INTERPRETATION.

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

         Accountants.  See ss.5.4(a).

         Agent.  BKB acting as agent for the Banks.

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

          Agreement.   This  Second  Amended  and  Restated   Revolving   Credit
Agreement, including the Schedules and Exhibits hereto.


<PAGE>
                                      -2-


          Applicable Commitment Rate. The Applicable Commitment Rate shall be as
set forth in the Pricing Table.

         Applicable  Eurodollar  Margin.  The  Applicable  Eurodollar  Margin on
Eurodollar  Loans shall be as set forth in the Pricing Table.  Any change in the
Applicable  Margin  shall  become  effective  on the first day of each  Interest
Period  which  begins  three  (3) or more  days  after  receipt  by the Banks of
financial  statements  delivered  pursuant  to  ss.6.4(a)  or (b)  hereof  which
indicate a change in the Leverage Ratio and in the Applicable  Eurodollar Margin
in accordance  with the Pricing Table.  If at any time the financial  statements
required to be delivered  pursuant to ss.6.4(a) or (b) hereof are not  delivered
within the time periods specified in such subsections, the Applicable Eurodollar
Margin shall be 1.50% on which such  financial  statements  were  required to be
delivered but before the time of actual  receipt of such  financial  statements,
subject to adjustment upon actual receipt of such financial statements.

         Applicable Laws.  See ss.6.10.

         Applicable  L/C Margin.  The Applicable L/C Margin on Letters of Credit
shall be as set forth in the Pricing  Table.  The effective  date of a change in
the  Applicable  L/C Margin shall be the first day after receipt by the Banks of
financial  statements  delivered  pursuant  to  ss.6.4(a)  or (b)  hereof  which
indicate  a change in the  Leverage  Ratio and in the  Applicable  L/C Margin in
accordance  with the  Pricing  Table.  If at any time the  financial  statements
required to be delivered  pursuant to ss.6.4(a) or (b) hereof are not  delivered
within the time periods specified in such subsections, the Applicable L/C Margin
shall be 1.50%  with  respect to any  Financial  Letter of Credit and 1.25% with
respect to any other Letter of Credit issued on which such financial  statements
were  required  to be  delivered  but before  actual  receipt of such  financial
statements,  subject  to  adjustment  upon  actual  receipt  of  such  financial
statements.

         Balance Sheet Date.  December 31, 1997.

         Banks:  See Preamble.

         Base Rate. The higher of (a) the annual rate of interest announced from
time to time by the Agent at its head  office in  Boston,  Massachusetts  as its
"base  rate" (it being  understood  that such rate is a  reference  rate and not
necessarily the lowest rate of interest charged by the Agent) or (b) one percent
(1%) 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.

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

         Borrowers. See Preamble.


<PAGE>
                                      -3-


         Business  Day.  Any  day  on  which  banking  institutions  in  Boston,
Massachusetts 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 good will);  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 ss.7.4 hereof.

         Capital  Expenditures.  Amounts  paid or  indebtedness  incurred by the
Borrowers in  connection  with the purchase or lease by the Borrowers of Capital
Assets that would be required to be  capitalized  and shown on the balance sheet
of such Person in accordance with generally accepted accounting principles.

         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 ss.6.4(b).

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

         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 Stock Pledge Agreement.

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

         Commitment Fee.  See ss.4.1.

         Commitment  Percentage.  With respect to each Bank,  the percentage set
forth beside its name below (subject to adjustment upon any assignments pursuant
to ss.18):

               Bank                       Percentage

               BKB                        18.18181818%


<PAGE>
                                      -4-


               Bank One                   14.54545455%
               Harris                     10.54545455%
               LaSalle                    10.54545455%
               BOA                        10.54545455%
               Firstar                     7.27272727%
               Fleet                       4.72727273%
               Paribas                     4.72727273%
               PNC                         4.72727273%
               Comerica                    4.72727273%
               Fifth Third                 4.72727273%
               Hibernia                    4.72727273%

         Company Balance Sheet Date.  March 31, 1998.

         Compliance Certificate.  See ss.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
consolidated in accordance with GAAP.

         Consolidated Earnings Before Interest, Taxes and Amortization or EBITA.
For any period, the Consolidated Net Income (or Deficit) of the Borrowers,  plus
(a) interest expense, (b) income taxes, and (c) amortization expense relating to
intangible  assets for such  period,  to the extent  that each was  deducted  in
determining Consolidated Net Income (or Deficit), provided that, for purposes of
calculating  the  financial  covenants  pursuant to ss.8 hereof,  the portion of
EBITA  derived  from  Subsidiaries  acquired  since the date of the most  recent
financial  statements  delivered to the Banks pursuant to ss.6.4 hereof shall be
included in the  calculation  of EBITA if (i) the  financial  statements of such
acquired  Subsidiaries have been audited for the period sought to be included by
an independent  accounting firm  satisfactory to the Agent or (ii) the Borrowers
provide the Agent with such other  historical  financial  statements in form and
substance  satisfactory  to the Agent and the Agent consents to such  inclusion.
Such acquired  EBITA will be further  adjusted to add back owner's  compensation
and the net benefits of internalizing  waste disposal,  each as certified by the
CFO and, in the case of net benefits, with the approval of the Agent.

         Consolidated   Earnings  Before  Interest,   Taxes,   Depreciation  and
Amortization or EBITDA. For any period, EBITA plus depreciation  expense, to the
extent such  expense was  deducted in  determining  Consolidated  Net Income (or
Deficit).

         Consolidated  Net Income (or Deficit).  The consolidated net income (or
deficit) of the  Borrowers  after  deduction of all expenses,  taxes,  and other
proper charges, determined in accordance with GAAP.


<PAGE>
                                      -5-


         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,  plus the
value of any preferred stock to the extent otherwise excluded in the computation
of Consolidated Net Worth.

         Consolidated  Tangible Assets.  The Consolidated  Total Assets less the
sum of:

         (a)  the  total  book  value  of  all  assets  of  the  Borrowers  on a
consolidated  basis  properly   classified  as  intangible  assets  under  GAAP,
including such items as good will, the value of all  non-competition  agreements
and waste collection  routes, the purchase price of acquired assets in excess of
the fair market value thereof,  trademarks,  trade names,  service marks,  brand
names,  copyrights,  patents  and  licenses,  and  rights  with  respect  to the
foregoing on the consolidated balance sheet of the Borrowers; plus

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

         Consolidated  Tangible Net Worth.  The excess of Consolidated  Tangible
Assets over Consolidated Total Liabilities.

         Consolidated Total Assets. All assets of the Borrowers  determined on a
consolidated basis in accordance with GAAP.

         Consolidated  Total  Interest  Expense.  For any period,  the aggregate
amount of  interest  expense  required  to be paid or accrued  by the  Borrowers
during such period on all Indebtedness of the Borrowers  outstanding  during all
or any part of such  period,  including  capitalized  interest  expense for such
period.

         Consolidated  Total  Liabilities.  All  liabilities  of  the  Borrowers
determined on a consolidated basis in accordance with GAAP.

         Consulting Engineer. An environmental consulting firm acceptable to the
Agent.

         Default.  See ss.12.

         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


<PAGE>
                                      -6-


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

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

         Drawdown Date. The date on which any Loan is made or is to be made, and
the date on which any Loan is converted or continued in accordance with ss.2.5.

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

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

         Employee  Benefit Plan. Any employee benefit plan within the meaning of
ss.3(3) of ERISA  maintained  or  contributed  to by any  Borrower  or any ERISA
Affiliate, other than a Multiemployer Plan.

         Environmental Laws.  See ss.5.16(a).

         EPA.  See ss.5.16(b).

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

         ERISA Affiliate.  Any Person which is treated as a single employer with
any Borrower under ss.414 of the Code.

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

         Escrowed  Shares.  Shares of common stock of the Parent which have been
placed in escrow in connection  with the  acquisition  of a subsidiary  and held
against potential  indemnification  claims made by the Parent against the former
shareholders of such subsidiary.

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


<PAGE>
                                      -7-


         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. Loans bearing interest calculated by reference to the
Eurodollar Rate plus the Applicable Eurodollar Margin.

         Eurodollar  Offered  Rate.  The rate per  annum  at which  deposits  of
dollars are offered to the Agent by prime banks in whatever Eurodollar interbank
market may be  selected  by the 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 period of such
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 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 ss.12.

         Existing Credit Agreement.  That certain Amended and Restated Revolving
Credit  Agreement  dated as of March 26, 1997, as amended,  by and among (a) the
Parent  (formerly  known  as  Superior  Environmental  Services,  Inc.)  and the
Subsidiaries of the Parent listed on Schedule 1 thereto, (b) BKB, LaSalle,  Bank
One and BOA, and (c) BKB, as Agent.

         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.

         Funded Debt.  Consolidated  Indebtedness  of the Borrowers for borrowed
money and  guarantees of debt for borrowed  money  recorded on the  Consolidated
balance  sheet  of  the   Borrowers,   including   noncontingent   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  (1)  principles  that  are
consistent  with  the  principles   promulgated  or  adopted  by  the  Financial
Accounting  Standards Board


<PAGE>
                                      -8-


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 (2) 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 ss.3(2) of ERISA  maintained or contributed to by any Borrower 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 ss.5.16(b).

         Indebtedness.  All  obligations,   contingent  or  otherwise,  that  in
accordance  with GAAP should be classified  upon the obligor's  balance sheet as
liabilities,  or to  which  reference  should  be  made  by  footnotes  thereto,
including  in any  event  and  whether  or not so  classified:  (a) all debt and
similar monetary obligations  (including capitalized leases and operating leases
with an original term longer than 3 years),  whether direct or indirect; (b) all
liabilities secured by any mortgage, pledge, security interest, lien, charge, or
other  encumbrance  existing on  property  owned or  acquired  subject  thereto,
whether or not the liability  secured  thereby shall have been assumed;  and (c)
all  guarantees,  endorsements  and other  contingent  obligations in respect of
indebtedness of others, whether direct or indirect,  including any obligation to
supply  funds to or in any  manner to invest in,  directly  or  indirectly,  the
debtor, to purchase indebtedness, or to assure the owner of indebtedness against
loss,  through an agreement  to purchase  goods,  supplies,  or services for the
purpose of enabling the debtor to make payment of the indebtedness  held by such
owner or otherwise,  and the  obligations  to reimburse the issuer in respect of
any letters of credit.

         Interest Period.  With respect to each Eurodollar Loan:

         (a) initially, the period commencing on the date of a conversion from a
Base Rate Loan into a Eurodollar  Loan or the making of a Eurodollar  Loan,  and
ending one (1), two (2),  three (3), or six (6) months  thereafter,  as the case
may be, as the Borrowers may select; and

         (b) thereafter,  each subsequent Interest Period shall begin on the day
immediately  following the last day of the preceding Interest Period and end one
(1), two (2),  three (3), or six (6) months  thereafter,  as the case may be, as
the Borrowers may select;


<PAGE>
                                      -9-


         (c) provided  that any Interest  Period which would  otherwise end on a
day which is not a Business Day shall be deemed to end on the next  Business Day
unless the next  Business  Day would carry such  Interest  Period  into  another
calendar  month,  in which event such Interest  Period shall be deemed to end on
the immediately preceding Business Day.

         Investments.   All  expenditures  made  and  all  liabilities  incurred
(contingently  or otherwise) for the acquisition of stock or Indebtedness of, or
for loans,  advances,  capital  contributions or transfers of property to, or in
respect  of  any   guaranties   (or  other   commitments   as  described   under
Indebtedness),  or  obligations  of, any Person.  In  determining  the aggregate
amount of Investments  outstanding at any particular time: (a) the amount of any
Investment  represented  by a  guaranty  shall be  taken  at not  less  than the
principal amount of the obligations guaranteed and still outstanding;  (b) there
shall be  included  as an  Investment  all  interest  accrued  with  respect  to
Indebtedness  constituting an Investment unless and until such interest is paid;
(c) there  shall be  deducted  in  respect  of each such  Investment  any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment,  liquidating dividend or liquidating  distribution);  (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such  Investment,  whether as  dividends,  interest  or  otherwise,  except that
accrued  interest  included  as  provided  in the  foregoing  clause  (b) may be
deducted  when paid;  and (e) there  shall not be  deducted  from the  aggregate
amount of Investments any decrease in the value thereof.

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

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

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

         Letters of Credit.  Standby Letters of Credit issued or to be issued by
the Agent under ss.3 hereof for the account of the Borrowers.

         Leverage Ratio.  See ss.8.1.

         Loan and Letter of Credit Request.  See ss.2.6.

         Loan  Documents.  This  Agreement,  the  Notes,  the  Letter  of Credit
Applications, the Letters of Credit, and the Stock Pledge Agreement.

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


<PAGE>
                                      -10-


         Majority  Banks.  As of any date, the Banks holding  fifty-one  percent
(51%) of the outstanding  principal  amount of the 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.

         Maturity Date.  September 17, 2003.

         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.

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

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

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

         Parent. See Preamble.

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

         Permitted Liens.  See ss.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.


<PAGE>
                                      -11-


         Pricing Table:

--------------- ---------------- ----------------- ------------ ---------------
                    Applicable        Applicable    Applicable   Applicable
Leverage Ratio  Base Rate Margin Eurodollar Margin  L/C Margin  Commitment Rate
                  (per annum)        (per annum)    (per annum)  per annum)
--------------- ---------------- ----------------- ------------ ---------------
--------------- ---------------- ----------------- ------------ ---------------
less than or          0.00%             0.75%        0.75%          0.250%
equal to 2.00:1
--------------- ---------------- ----------------- ------------ ---------------
--------------- ---------------- ----------------- ------------ ---------------
greater than          0.00%             1.00%        1.00%          0.250%
2.00:1 and less
than or or 
equal to 2.50:1
--------------- ---------------- ----------------- ------------ ---------------
--------------- ---------------- ----------------- ------------ ---------------
greater than          0.00%             1.25%        1.25%          0.250%
2.50:1 and
less than or
equal to
3.00:1
--------------- ---------------- ----------------- ------------ ---------------
--------------- ---------------- ----------------- ------------ ---------------
greater than          0.00%             1.50%        1.50%          0.250%
3.00:1
--------------- ---------------- ----------------- ------------ ---------------


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

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

         RCRA.  See definition of Release.

         Release.   Shall  have  the  meaning  specified  in  the  Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980,  42  U.S.C.
ss.ss.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.  ss.ss.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.

         Remaining  Permitted  Life.  The  number  of  months  remaining  in any
landfill's  useful  life,  determined  by dividing (a) the  remaining  permitted
capacity of such landfill by (b) the most recent estimate of the current rate of
monthly use.

<PAGE>

                                      -12-

         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 Loans bearing interest
based on the Eurodollar Rate, if such liabilities were outstanding.

         Stock  Pledge  Agreement.  The  Stock  Pledge  Agreement,  amended  and
restated as of the Closing  Date,  among the Borrowers and the Agent in form and
substance satisfactory to the Agent.

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

         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).

         Total Commitment.  See ss.2.1.

         Year 2000 Compliance.  The risk that computer  applications used by the
Borrowers  may be  unable  to  recognize  and  properly  perform  date-sensitive
functions  involving  certain  dates prior to, and any date after,  December 31,
1999.


         ss.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 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.

<PAGE>
                                      -13-

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

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

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

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

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

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

     ss.2.  THE REVOLVING CREDIT FACILITY.

     ss.2.1.  Commitment to Lend.  Subject to the terms and conditions set forth
in this Agreement,  each of the Banks severally  agrees to lend to the Borrowers
and the Borrowers may borrow,  repay, and reborrow from time to time between the
Closing Date and the Maturity  Date,  upon notice by the  Borrowers to the Agent
given in accordance with ss.2.6,  its Commitment  Percentage of such sums as are
requested by the Borrowers,  provided that the outstanding  amount of Loans, the
Maximum  Drawing  Amount of the  Letters  of  Credit  and  unpaid  Reimbursement
Obligations  shall  not  exceed  a  maximum  aggregate  amount   outstanding  of
$275,000,000  at any time,  as such  amount  may be reduced  pursuant  to ss.2.2
hereof (the "Total Commitment").  The 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 ss.9 and ss.10, as the case may be, have been satisfied on the date
of such request.

         ss.2.2. Reduction of Total Commitment.

         (a) The  Borrowers  shall  have the  right at any time and from time to
time upon two (2) Business  Days' prior written notice to the Agent to reduce by
$1,000,000  or an integral  multiple  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


<PAGE>

                                      -14-

case may be,  terminated.  The  Agent  will  notify  the  Banks  promptly  after
receiving any notice of the Borrowers delivered pursuant to this ss.2.2.

         (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.

         ss.2.3. The Notes. The Loans shall be evidenced by separate  promissory
notes of the  Borrowers  in  substantially  the form of Exhibit A hereto (each a
"Note"), dated as of the Closing Date and completed with appropriate insertions.
One 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 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  Loan or at the  time of  receipt  of any  payment  of
principal on such Bank's 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  obligations  of the  Borrowers
hereunder or under any Note to make  payments of principal of or interest on any
Note when due.

         ss.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 Rate,  or
(b) at the Borrowers'  option as provided  herein,  the Eurodollar Rate plus the
Applicable Eurodollar Margin. Interest shall be payable (x) quarterly in arrears
on the first Business Day of the next succeeding quarter,  commencing October 1,
1998, on Base Rate Loans, (y) on the last day of the applicable Interest Period,
and if such  Interest  Period is longer than three (3) months,  also on the last
day of the third month following the  commencement of such Interest  Period,  on
Eurodollar Loans, and (z) on the Maturity Date for all Loans.

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

                  (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 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 such requested
Loan shall be a Eurodollar  Loan,  or (iii) upon  expiration  of the  applicable
Interest Period, elect to maintain an existing Eurodollar Loan as such, provided
that the Borrowers give notice to the Agent pursuant to ss.2.5(b)  hereof.  Upon
determining  any  Eurodollar

<PAGE>

                                      -15-

Rate, the 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 Agent not
later than 11:00 a.m. (Boston time) of its election pursuant to ss.2.5(a).  Each
such notice delivered to the 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 Agent notice of their election hereunder
together  with all of the other  information  required  by this  ss.2.5(b)  with
respect to any 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  Eurodollar  Loans shall be in a minimum amount of not
less than $1,000,000 and in integral multiples of $100,000 above such amount. In
no event shall the Borrowers  have more than seven (7)  different  maturities of
Eurodollar Loans outstanding at any time.

                  (e) All Base Rate  Loans  shall be in a minimum  amount of not
less than $500,000 and in integral multiples of $100,000 above such amount.

         ss.2.6.  Requests for Revolving  Credit Loans. The Borrowers shall give
to the 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 Loan requested hereunder (a "Loan and Letter of Credit Request")
not later than  11:00 a.m.  Boston  time (a) one (1)  Business  Day prior to the
proposed  Drawdown  Date of any Base Rate  Loan,  or (b)  three  (3)  Eurodollar
Business Days prior to the proposed  Drawdown Date of any Eurodollar  Loan. Each
such notice shall be given by the Parent and shall specify the principal  amount
of the Loan  requested  and shall  include a current  Loan and  Letter of Credit
Request,  reflecting  the  Maximum  Drawing  Amount  of all  Letters  of  Credit
outstanding.  Each Loan and Letter of Credit  Request shall be  irrevocable  and
binding on the  Borrowers  and shall  obligate the  Borrowers to accept the Loan
requested from the Banks on the proposed Drawdown

<PAGE>
                                      -16-

Date. Each of the  representations and warranties made by or on behalf of any of
the  Borrowers  to the Banks or the Agent in this  Agreement  or any other  Loan
Document shall be true and correct in all material respects when made and shall,
for all  purposes of this  Agreement,  be deemed to be repeated 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 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 to an earlier date).  The Agent shall notify each Bank of each
Loan and Letter of Credit Request received by the Agent not later than 5:00 p.m.
Boston time on the date of the request.

     ss.2.7. Funds for Loans.

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

         (b) The Agent may, unless notified to the contrary by any Bank prior to
a Drawdown  Date,  assume that such Bank has made available to the Agent on such
Drawdown Date the amount of such Bank's Commitment Percentage of the Loans to be
made on such Drawdown Date, and the Agent may (but it 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 Agent such amount on a
date after  such  Drawdown  Date,  such Bank shall pay to the 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
Agent for federal  funds  acquired by the Agent during each day included in such
period,  times  (ii) the amount of such  Bank's  Commitment  Percentage  of such
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  Loans  shall  become  immediately
available to the Agent,  and the denominator of which is 365. A statement of the
Agent  submitted  to such Bank with  respect  to any  amounts  owing  under this
paragraph  shall be prima facie  evidence,  absent manifest error, of the

<PAGE>
                                      -17-

amount  due and owing to the Agent by such Bank.  If the  amount of such  Bank's
Commitment  Percentage of such Loans is not made  available to the Agent by such
Bank within three (3) Business  Days  following  such Drawdown  Date,  the Agent
shall be entitled to recover  such amount  from the  Borrowers  on demand,  with
interest  thereon  at the rate per annum  applicable  to the Loans  made on such
Drawdown  Date.

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

         ss.2.9.  Mandatory  Repayments  of  the  Loans.  If  at  any  time  the
outstanding  amount  of  the  Loans  plus  the  Maximum  Drawing  Amount  of all
outstanding Letters of Credit 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 Agent
for application to the Loans, or if no Loans shall be outstanding, to be held by
the Agent as collateral  security for the Reimbursement  Obligations,  provided,
however,  that if the amount of cash  collateral  held by the Agent  pursuant to
this ss.2.9  exceeds the amount of the  Obligations  the Agent shall return such
excess to the  Borrowers.

         ss.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.  The Borrowers shall give the Agent,  no later than 11:00 a.m.  (Boston
time) on the Business Day of such  proposed  prepayment  or  repayment,  written
notice (or telephonic notice confirmed in writing) of any proposed prepayment or
repayment  pursuant to this ss.2.10,  specifying the proposed date of prepayment
or repayment of Loans and the  principal  amount to be paid;  provided  that the
Borrowers  may not make any  prepayment of any  Eurodollar  Loan on a date other
than the last day of the applicable Interest Period unless the Borrowers pay all
required fees pursuant to ss.4.8 hereof.

         ss.3. LETTERS OF CREDIT.

         ss.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 Application, the Agent, on behalf of the Banks
and in reliance  upon the agreement of the Banks set forth in ss.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

<PAGE>
                                      -18-


agreed to by the Agent;  provided,  however,  that,  after giving effect to such
request, the aggregate Maximum Drawing Amount of all letters of credit issued at
any time  under  this  ss.3.1(a)  (the  "Letters  of  Credit")  shall not exceed
$30,000,000,  and no Letter of Credit shall have an  expiration  date later than
the  earlier  of (i) one (1) year  after the date of  issuance  of the Letter of
Credit (which may  incorporate  automatic  renewals for periods of up to one (1)
year,  provided  that the 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), or (ii) thirty (30) days prior to the Maturity Date.

                  (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 Agent on demand for the amount
of each draft paid by the Agent  under each  Letter of Credit to the extent that
such  amount  is not  reimbursed  by the  Borrowers  pursuant  to  ss.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 ss.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 ss.3.2.


         ss.3.2.  Reimbursement  Obligation of the Borrowers. In order to induce
the Agent 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 Agent
with respect to each Letter of Credit  issued,  extended or renewed by the Agent
hereunder as follows:

                  (a) on each date that any draft  presented under any Letter of
Credit is honored by the Agent or the Agent otherwise makes payment with respect
thereto,  (i) the amount paid by the Agent under or with  respect to such Letter
of Credit,  and (ii) the amount of any taxes,  fees,  charges or other costs and
expenses  whatsoever  incurred by the Agent or any Bank in  connection  with any
payment made by the Agent or any Bank under,  or with respect to, such Letter of
Credit; and

                  (b)  upon  the  Maturity  Date  or  the  acceleration  of  the
Reimbursement  Obligations  with respect to all Letters of Credit in  accordance
with ss.12, an amount equal to the then Maximum Drawing Amount of all Letters of
Credit, which amount shall be held by the Agent for the benefit of the Banks and
the Agent as cash collateral for all Reimbursement Obligations.

         Each such payment shall be made to the Agent at the Agent's Head Office
in immediately available funds. Interest on any and all amounts remaining unpaid
by

<PAGE>
                                      -19-


the  Borrowers  under this ss.3.2 at any time from the date such amounts  become
due and payable (whether as stated in this ss.3.2, by acceleration or otherwise)
until payment in full (whether before or after judgment) shall be payable to the
Agent on demand at the rate specified in ss.4.6 for overdue amounts.

         ss.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 Agent
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 Agent,  the 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 Agent,  at the 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 Agent for federal  funds  acquired by the Agent 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 Agent 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 Agent,
and the  denominator  of which is 365.  The  responsibility  of the Agent 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.

         ss.3.4.  Obligations  Absolute.  The Borrowers'  obligations under this
ss.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 Agent,  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,  the  Borrowers  further
agree  with the Agent and the  Banks  that the Agent and the Banks  shall not be
responsible for, and the Borrowers' Reimbursement Obligations under ss.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 Agent and the Banks shall not
be  liable  for any  error,  omission,  interruption  or delay in  transmission,


<PAGE>
                                      -20-


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 Agent 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 Agent or any Bank to the  Borrowers.

         ss.3.5.  Reliance by Agent. To the extent not inconsistent with ss.3.4,
the Agent  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  and
other experts selected by the Agent.

         ss.4. FEES, PAYMENTS, AND COMPUTATIONS; JOINT AND SEVERAL LIABILITY.

         ss.4.1.  Fees.

                  (a) The Borrowers agree to pay to the Agent,  for the accounts
of the Banks, a fee (the  "Commitment  Fee") equal to the Applicable  Commitment
Rate  multiplied  by the  amount of the unused  portion of the Total  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  preceding  calendar  quarter
commencing on October 1, 1998, with a final payment on the Maturity Date.

                  (b) Letter of Credit Fees. The Borrowers  shall pay in advance
on the date of issuance  of each  Letter of Credit an issuance  fee to the Agent
equal to one eighth of one percent (1/8%) per annum (the "Issuance  Fee") on the
Maximum  Drawing  Amount of each  Letter of Credit,  plus a fee (the  "Letter of
Credit Fee") equal to (a) the  Applicable  L/C Margin  multiplied by the Maximum
Drawing  Amount  of each  outstanding  Financial  Letter of  Credit,  or (b) the
Applicable L/C Margin minus 0.50%,  multiplied by the Maximum  Drawing Amount of
all other Letters of Credit,  provided,  however,  that the Letter of Credit Fee
with  respect to  non-Financial  Letters of Credit shall not be less than 0.50%,
such Letter of Credit Fee (but not the Issuance Fee) shall be paid  quarterly in
advance on the first Business Day of each fiscal  quarter,  and shall be for the
accounts  of  the  Banks  in  accordance   with  their   respective   Commitment
Percentages.  In addition to the  Issuance Fee and the Letter of Credit Fee, the
Borrowers  shall pay to the Agent,  for its own account,  all related  customary
administrative fees in accordance with customary practice.


<PAGE>
                                      -21-


                  (b) Upfront Fees.  The Borrowers  shall pay to the Agent,  for
the benefit of the Banks and the Agent, upfront fees, pursuant to the terms of a
fee letter agreement previously entered between the Parent and the Agent.

                  (c) Agent's Fees.  The Borrowers  shall pay an annual  Agent's
fee, pursuant to the terms of a fee letter agreement  previously entered between
the Parent and the Agent.

         ss.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 Agent,  for the respective  accounts of the
Banks and the Agent,  to be received at the Agent's  Head Office in  immediately
available funds by 12:00 p.m. (Boston time) on any due date. The Agent shall, as
promptly as practicable  thereafter,  effect  appropriate wire transfers of such
payments to the Banks as applicable.

                  (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  Agent,  for the  account  of the  Banks  or (as the case may be) the
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 Agent to receive the same net amount which
the  Banks  or the  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) The  Borrowers  shall pay at  closing,  fees on the Banks'
Commitments  as  previously  agreed  upon with the Agent and the  Borrowers.

<PAGE>

                                      -22-

         ss.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.  Whenever  a payment  hereunder  or under  any of the other  Loan
Documents becomes due on a day that is not a Business Day, the due date for such
payment  shall be extended to the next  succeeding  Business  Day,  and interest
shall accrue during such extension.

         ss.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 Agent or any  corporation  controlling  such
Bank or the  Agent,  and such Bank or the 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 Agent's Loans,  Letter of Credit  Participations
or Letters of Credit, or commitment with respect thereto,  then such Bank or the
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 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 Agent in
light of these  circumstances.  If the  Borrowers and such Bank or the 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  Agent's  reasonable  determination,  provide  adequate
compensation.  Each Bank and the Agent shall allocate such cost increases  among
its customers in good faith and on an equitable basis.

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

         ss.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 two (2) percentage  points until such amount shall be paid in
full  (after,  as well as before,  judgment).

<PAGE>

                                      -23-

         ss.4.7.  Interest  Limitation.  Notwithstanding  any other term of this
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  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.

         ss.4.8.  Eurodollar  Indemnity.  The  Borrowers  agree to indemnify the
Banks and the Agent and to hold them harmless from and against any loss, cost or
expenses  (including  loss of anticipated  profits) that the Banks and the 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 Agent to lenders  of funds  obtained  by it in
order to maintain  its  Eurodollar  Loans,  or (b) default by the  Borrowers  in
making a borrowing or conversion  after the Borrowers  have given (or are deemed
to have given) notice pursuant to ss.2.5 or ss.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.

         ss.4.9.   Illegality;   Inability   to   Determine   Eurodollar   Rate.
Notwithstanding  any other provision of this Agreement,  if (a) the introduction
of, any change in, or any change in the interpretation of, any law or regulation
applicable to the 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 Agent to perform its obligations in respect of
any Eurodollar Loans, or (b) if the Majority Banks or the 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 the Banks
or the Agent in any Eurodollar  interbank  market,  or (iii) the Eurodollar Rate
does not or will not  accurately  reflect  the cost to the Banks or the Agent of
obtaining or  maintaining  the applicable  Eurodollar  Loans during any Interest
Period,  then the Banks or the Agent shall  promptly give  telephonic,  telex or
cable  notice of such

<PAGE>

                                      -24-


determination  to the Borrowers  (which  notice shall be conclusive  and binding
upon the  Borrowers).  Upon such  notification  by the Banks or the  Agent,  the
obligation of the Banks or the Agent to make Eurodollar Loans shall be suspended
until the Banks or the Agent determine that such  circumstances no longer exist,
and the  outstanding  Eurodollar  Loans shall  continue to bear  interest at the
applicable  rate based on the  Eurodollar  Rate until the end of the  applicable
Interest Period,  and thereafter shall be deemed converted to Base Rate Loans in
equal principal  amounts.

         ss.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 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 Commitment 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).

         ss.4.11. Concerning Joint and Several Liability of the Borrowers.

<PAGE>

                                      -25-


                  (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 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 ss.4.11), 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 ss.4.11  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 Agreement or any other circumstance whatsoever.

                  (e) Except as otherwise  expressly provided in this Agreement,
each of the  Borrowers  hereby  waives  notice  of  acceptance  of its joint and
several liability,  notice of any Loans made under this 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
Agreement.  Each of the Borrowers  hereby  assents to, 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  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

<PAGE>

                                      -26-


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  ss.4.11,  afford  grounds  for  terminating,
discharging or relieving any of the Borrowers,  in whole or in part, from any of
its  Obligations  under  this  ss.4.11,  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 ss.4.11 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 ss.4.11 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 ss.4.11 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 ss.4.11 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
ss.4.11 will  forthwith be reinstated in effect,  as though such payment had not
been made.

         ss.4.12.  New Borrowers.  Any  newly-created  or acquired  Subsidiaries
shall become Borrowers hereunder by signing Notes, entering into an amendment to
this  Agreement with the other parties  hereto  providing  that such  Subsidiary
shall become a Borrower hereunder, and providing such other documentation as the
Banks or the  Agent  may  reasonably  request,  including,  without  limitation,
documentation  with respect to  conditions  specified  in ss.9  hereof.  In such
event, the Agent is hereby  authorized by the parties to amend Schedule 1 hereto
to include such Subsidiary as a Borrower hereunder.  The Parent hereby agrees to
pledge all of the stock of such  Subsidiary  to the Agent for the benefit of the
Banks  pursuant  to the  terms of the Stock  Pledge  Agreement  and  cause  such
Subsidiary  to join the Stock Pledge  Agreement.

<PAGE>

                                      -27-


         ss.5.   REPRESENTATIONS  AND  WARRANTIES.  The  Borrowers  jointly  and
severally  represent and warrant to the Banks that on and as of the date of this
Agreement (any disclosure on a schedule pursuant to this ss.5 shall be deemed to
apply to all relevant representations and warranties, regardless of whether such
schedule is referenced in each relevant  representation):

         ss.5.1. Corporate Authority.

         (a)  Incorporation;  Good  Standing.  Each  of the  Borrowers  (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 its Loan
Documents and the  transactions  contemplated  hereby and thereby (i) are within
the corporate authority of each of the Borrowers, (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 of the  Borrowers  is subject or any  judgment,  order,
writ, injunction,  license or permit applicable to any of the Borrowers so as to
materially  adversely affect the assets,  business or any activity of any 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 any
Borrower.

         (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.

         ss.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.

<PAGE>

                                      -28-


         ss.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.

         ss.5.4. Financial Statements; Solvency.

                  (a)  There  has  been  furnished  to  the  Banks  (i)  audited
consolidated financial statements of the Borrowers dated the Balance Sheet Date,
certified by an independent  accounting firm of national standing  acceptable to
the  Banks  (the  "Accountants")  and  (ii)  unaudited   consolidated  financial
statements of the Borrowers dated the Company Balance Sheet Date. Said financial
statements  have been prepared in accordance  with GAAP (but, in the case of any
such financial  statements which are unaudited,  only to the extent that GAAP is
applicable  to  interim  unaudited  reports),  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 ended.  There are no contingent  liabilities of the Borrowers as
of such date involving  material  amounts known to the officers of the Borrowers
which have not been  disclosed  in said  balance  sheets and the  related  notes
thereto, as the case may be.

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

         ss.5.5. No Material Changes, Etc. Since the Company Balance Sheet Date,
there have occurred no material  adverse  changes in the financial  condition or
business of the Borrowers as shown on or reflected in the  consolidated  balance
sheet of the Borrowers as at the Company Balance Sheet Date, or the consolidated
statement  of income for the fiscal  year then ended  other than  changes in the
ordinary  course of  business  which have not had any  material  adverse  effect
either  individually or in the aggregate on the business or financial  condition
of the  Parent or the  Borrowers.  Since the  Company  Balance  Sheet  Date,  no
Borrower has made any Distribution other than to the Parent.

         ss.5.6.  Permits,  Franchises,  Patents,  Copyrights,  Etc. Each of the
Borrowers  possesses all  franchises,  patents,  copyrights,  trademarks,  trade
names,  licenses  and  permits,  including  permits  required  under  applicable
Environmental

<PAGE>

                                      -29-


Laws,  and rights in respect of the  foregoing,  adequate for the conduct of its
business  substantially as now conducted  without known conflict with any rights
of others.

         ss.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 the Borrowers,  threatened  against any Borrower  before
any court,  tribunal  or  administrative  agency or board  which,  if  adversely
determined, might, either in any case or in the aggregate,  materially adversely
affect the properties, assets, financial condition or business of the Borrowers,
considered  as a  whole,  or  materially  impair  the  right  of the  Borrowers,
considered as a whole, to carry on business  substantially as now conducted,  or
result in any substantial liability not adequately covered by insurance,  or for
which adequate reserves are not maintained on the consolidated  balance sheet or
which  question the validity of any of the Loan Documents or any action taken or
to be taken  pursuant  hereto or  thereto.

         ss.5.8. No Materially Adverse Contracts,  Etc. None of the Borrowers 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 as a whole. None of
the  Borrowers 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 as a whole,  except as otherwise  reflected in
adequate reserves.

         ss.5.9.  Compliance  With Other  Instruments,  Laws,  Etc.  None of the
Borrowers 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 of the Borrowers.

         ss.5.10.  Tax Status.  The Borrowers have 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
any 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.

<PAGE>

                                      -30-

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

         ss.5.12.  Holding  Company and  Investment  Company  Acts.  None of the
Borrowers  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.

         ss.5.13.  Absence of Financing Statements,  Etc. Except as contemplated
by  ss.7.2  of  this  Agreement,  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 of the  Borrowers or
rights thereunder.

         ss.5.14. Employee Benefit Plans.

         (a) In General.  Each  Employee  Benefit 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.

         (b)  Terminability  of Welfare Plans.  Under each Employee Benefit Plan
which is an  employee  welfare  benefit  plan  within the  meaning of ss.3(1) or
ss.3(2)(B)  of ERISA,  no benefits  are due unless the event  giving rise to the
benefit  entitlement  occurs  prior to plan  termination  (except as required by
Title I, part 6 of ERISA.) Each Borrower or ERISA Affiliate, as appropriate, may
terminate  each  such  Plan  at  any  time  (or at any  time  subsequent  to the
expiration of any  applicable  bargaining  agreement) in the  discretion of such
Borrower or ERISA Affiliate without liability to any Person.

         (c) Guaranteed Pension Plans. None of the Borrowers is a sponsor of, or
contributor to, a Guaranteed Pension Plan.

         (d)  Multiemployer  Plans.  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  ss.4201  of ERISA or as a result of a sale of assets
described in ss.4204 of ERISA.  No Borrower,  nor any ERISA  Affiliate  has been
notified that any Multiemployer  Plan is in reorganization or is insolvent under
and within the meaning of ss.4241 or

<PAGE>

                                      -31-


ss.4245 of ERISA or that any Multiemployer Plan intends to terminate or has been
terminated under ss.4041A of ERISA.

         ss.5.15.  Use of  Proceeds.  The proceeds of the Loans shall be used as
follows:  (a) to repay  the  existing  Indebtedness  of the  Borrowers;  (b) for
general corporate  purposes;  (c) for acquisitions  permitted pursuant to ss.7.4
hereof; and (d) for working capital purposes.  No proceeds of the Loans shall be
used  in any  way  that  will  violate  Regulations  T, U or X of the  Board  of
Governors of the Federal Reserve System.

         ss.5.16.   Environmental  Compliance.  The  Borrowers  have  taken  all
necessary steps to investigate  the past and present  condition and usage of the
Real  Properties  and the  operations  conducted  thereon  and,  based upon such
diligent investigation, have determined that, except as shown on Schedule 5.16:

         (a) None of the Borrowers, nor any operator of their properties,  is in
violation,  or alleged violation,  of any judgment,  decree, order, law, permit,
license,  rule or regulation  pertaining  to  environmental  matters,  including
without limitation,  those arising under 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) None of the  Borrowers  has  received  notice from any third party,
including,   without  limitation:  any  federal,  state  or  local  governmental
authority,  (i) that any one of them has been  identified  by the United  States
Environmental Protection Agency ("EPA") as a potentially responsible party under
CERCLA with respect to a site listed on the National  Priorities List, 40 C.F.R.
Part 300  Appendix  B; (ii) that any  hazardous  waste,  as defined by 42 U.S.C.
ss.6903(5),  any hazardous substances as defined by 42 U.S.C.  ss.9601(14),  any
pollutant  or  contaminant  as  defined  by 42 U.S.C.  ss.9601(33)  or any toxic
substance, oil or hazardous materials or other chemicals or substances regulated
by any  Environmental  Laws ("Hazardous  Substances")  which any one of them 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.

<PAGE>

                                      -32-


         (c) (i) No portion of the Real Property has been used for the handling,
processing,  storage or  disposal  of  Hazardous  Substances  except in material
compliance with applicable  Environmental Laws; 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 except in material  compliance with applicable
Environmental Laws; (iii) there have been no unpermitted  Releases or threatened
Releases of Hazardous Substances on, upon, into or from the Real Property, which
Releases would have a material  adverse effect on the value of such  properties;
(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  contamination,  may have come to be located on, and
which would have a material adverse effect on the value of, such properties; and
(v) in addition,  any Hazardous  Substances that have been generated on the Real
Property 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.

         ss.5.17.  Perfection  of Security  Interests.  The  Collateral  and the
Agent's  rights with  respect to the  Collateral  are not subject to any setoff,
claims,  withholdings  or other  defenses.  The  Borrowers are the owners of the
Collateral  free from any lien,  security  interest,  encumbrance  and any other
claim or demand,  other than liens in favor of the Agent for the  benefit of the
Banks to secure the Obligations and Permitted  Liens. The Stock Pledge Agreement
is  effective to create in favor of the Agent,  for the benefit of the Banks,  a
legal, valid and enforceable first priority security interest in the Collateral.
The  certificates  for the shares of such  Collateral have been delivered to the
Agent.

         ss.5.18. Certain Transactions. Except as set forth on Schedule 5.18 and
except  for arm's  length  transactions  pursuant  to which the  Borrowers  make
payments in the ordinary  course of business upon terms no less  favorable  than
the Borrowers could obtain from third parties, none of the officers,  directors,
or employees of the Borrowers is presently a party to any  transaction  with the
Borrowers  (other  than for  services as  employees,  officers  and  directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director  or  such  employee  or,  to  the  knowledge  of  the  Borrowers,

<PAGE>

                                      -33-


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.

         ss.5.19.  Subsidiaries.  Schedule 1 sets forth a complete  and accurate
list of the  Subsidiaries of the Parent (other than Sharps  Incinerator of Fort,
Inc.),   including  the  name  of  each  Subsidiary  and  its   jurisdiction  of
incorporation,  together with the number of authorized and outstanding shares of
each  Subsidiary.  Each  Subsidiary  listed on Schedule 1 is wholly owned by the
Parent and is a Borrower hereunder,  100% of the stock of which has been pledged
to the Agent on behalf of the Banks pursuant to the Stock Pledge Agreement.  The
Parent has good and marketable  title to all of the shares it purports to own of
the stock of each such Subsidiary, free and clear in each case of any lien other
than Permitted  Liens.  All such shares have been duly issued and are fully paid
and non-assessable (except as provided in Wis. Stat.  ss.180.0622).

         ss.5.20. Capitalization.

                  (a)  Capital  Stock.  As of the date  hereof,  the  authorized
capital stock of the Parent consists of (i)  100,000,000  shares of Common stock
(par  value  $0.01 per  share) of which  17,485,549  are  outstanding;  and (ii)
500,000  shares of  preferred  stock,  undesignated  series,  of which  none are
outstanding.  All such  shares  have been  duly  issued  and are fully  paid and
non-assessable (except as provided in Wis. Stat. ss.180.0622).

                  (b) Options,  Etc. Except as set forth on Schedule 5.20(b), no
Person has  outstanding  any rights (either  preemptive or otherwise) or options
(except for the options for common stock issued to employees in accordance  with
a bona fide option plan  approved  by the Board of  Directors  of the Parent) to
subscribe for or purchase from the Parent,  or any warrants or other  agreements
providing  for or requiring  the issuance by the Parent of, any capital stock or
any  securities  convertible  into or  exchangeable  for its capital  stock.

         ss.5.21. True Copies of Charter and Other Documents. The Borrowers have
furnished  the Agent  copies,  in each case true and  complete as of the Closing
Date, of (a) all charter and other  incorporation  documents  (together with any
amendments thereto) and (b) by-laws (together with any amendments  thereto).

         ss.5.22.   Disclosure.  No  representation  or  warranty  made  by  the
Borrowers  in  this  Agreement  or  in  any  agreement,   instrument,  document,
certificate,  statement  or letter  furnished to the Banks or the Agent by or on
behalf of or at the  request  of the  Borrowers  in  connection  with any of the
transactions contemplated by the Loan Documents contains any untrue statement of
a material fact or omits to state a

<PAGE>

                                      -34-


material fact  necessary in order to make the statements  contained  therein not
misleading  in light of the  circumstances  in which they are made.

         ss.5.23.  Year 2000  Compliance.  The Borrowers have reviewed the areas
within their business and operations  which could be adversely  affected by, and
have  developed or are  developing a program to address on a timely  basis,  the
Year 2000 Compliance. Based on such review and program, the Year 2000 Compliance
will  not  have a  material  adverse  effect  on  the  Borrowers'  business  and
operations.

         ss.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 Agent has any  obligation to
issue, extend, or renew any Letters of Credit hereunder:

         ss.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 Agreement and the other
Loan  Documents,  all in  accordance  with the terms of this  Agreement and such
other Loan  Documents.

         ss.6.2.  Maintenance of Office. The Borrowers will maintain their chief
executive  offices  at 10150  West  National  Avenue,  Suite  350,  West  Allis,
Wisconsin  53227,  or at such other place in the United States of America as the
Borrowers shall designate upon 30 days' prior written notice to the Agent.

         ss.6.3. Records and Accounts.  Each of the Borrowers will keep true and
accurate  records and books of account in which full,  true and correct  entries
will be made in accordance with GAAP and with the requirements of all regulatory
authorities,  and will  maintain  adequate  accounts  and reserves for all taxes
(including income taxes), depreciation, depletion, obsolescence and amortization
of its properties, all other contingencies, and all other proper reserves.

         ss.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 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 their best efforts to provide
the Banks with a written  statement from such Accountants to

<PAGE>

                                      -35-


the effect that the Borrowers are in compliance  with the covenants set forth in
ss.8  hereof,   and  that,   in  making  the   examination   necessary  to  said
certification,  nothing has come to the attention of such Accountants that would
indicate that any Default or Event of Default  exists,  or, if such  Accountants
shall have obtained  knowledge of any then existing  Default or Event of Default
they shall  disclose  in such  statement  any such  Default or Event of Default;
provided,  that such 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 C hereto
(the  "Compliance  Certificate")  certified by the CFO that the Borrowers are in
compliance with the covenants contained in ss.ss.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 D with respect to environmental matters;

         (d)  contemporaneously  with or promptly following the delivery thereof
to the board of directors  of the Parent,  copies of the  financial  statements,
financial   projections,   and  variance   reports   concerning  the  Parent  in
substantially  the same form in which such  information is supplied to the board
of directors of the Parent;

         (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 Parent or
any of the Borrowers; and

<PAGE>

                                      -36-


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

         The Borrowers  hereby  authorize the Banks to disclose any  information
obtained pursuant to this Agreement to all appropriate  governmental  regulatory
authorities where required by law; provided,  however,  that the Banks shall, to
the extent  practicable and allowable  under law, notify the Borrowers  within a
reasonable  period prior to the time any such  disclosure is made;  and provided
further,  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
any Borrower has or may have under the federal Right to Financial Privacy Act of
1978, as in effect from time to time.

         ss.6.5.  Corporate Existence and Conduct of Business.  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,  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 its Board of Directors in
the exercise of its reasonable judgment; 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.

         ss.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 any Borrower from
discontinuing  the operation and  maintenance  of any of its  properties if such
discontinuance is, in the judgment of such Borrower, desirable in the conduct of
its or their business and which does not in the aggregate  materially  adversely
affect the  businesses  of the  Borrowers on a  consolidated  basis.

         ss.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

<PAGE>

                                      -37-


proportionate  amounts  usually  carried by  reasonable  and  prudent  companies
conducting  businesses  similar to that of the  Borrowers,  but in no event less
than the amounts and  coverages  set forth in Schedule 6.7 hereto.  In addition,
the  Borrowers  will  furnish  from time to time,  upon the 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 Agent and, if  requested  by the
Agent, will furnish to the Agent copies of the applicable  policies.

         ss.6.8. Taxes. The Borrowers will each 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 part thereof, or upon the
income or profits  therefrom,  as well as all claims  for labor,  materials,  or
supplies,  which if unpaid  might by law become a lien or charge upon any of its
property;  provided,  however,  that any such tax,  assessment,  charge, levy or
claim need not be paid if the  validity or amount  thereof  shall  currently  be
contested in good faith by  appropriate  proceedings  and if such Borrower shall
have set  aside  on its  books  adequate  reserves  with  respect  thereto;  and
provided,  further,  that such  Borrower  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.

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

         ss.6.10.  Compliance  with  Laws,  Contracts,   Licenses  and  Permits;
Maintenance of Material Licenses and Permits. Each Borrower will (i) comply with
the  provisions  of its charter  documents  and by-laws and all  agreements  and
instruments by which it or any of its  properties may be bound;  and (ii) comply
with all applicable laws and regulations (including but not limited to state and
federal securities laws, ERISA laws and 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,

<PAGE>

                                      -38-


or any Loan or Letter of Credit is  outstanding or any Bank or the 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 any Borrower may fulfill any of its  obligations  hereunder,  such Borrower
will immediately take or cause to be taken all reasonable steps within the power
of such  Borrower to obtain such  authorization,  consent,  approval,  permit or
license and furnish the Banks with evidence thereof.

         ss.6.11.  ENVIRONMENTAL  INDEMNIFICATION.  THE  BORROWERS  COVENANT AND
AGREE THAT THEY 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 THE  BORROWERS OR
THEIR  PREDECESSORS  ARE  ALLEGED TO HAVE  DIRECTLY  OR  INDIRECTLY  DISPOSED OF
HAZARDOUS  SUBSTANCES.  IT IS EXPRESSLY  ACKNOWLEDGED BY THE BORROWERS THAT THIS
COVENANT OF  INDEMNIFICATION  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 STOCK PLEDGE AGREEMENT OR THE PAYMENT OF THE LOANS AND SHALL INURE TO THE
BENEFIT  OF THE  BANKS,  THEIR  SUCCESSORS  AND  ASSIGNS.

         ss.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  Agreement.

         ss.6.13. Notice of Potential Claims or Litigation.  The Borrowers shall
deliver to the Banks,  within 30 days of receipt thereof,  written notice of the
initiation of any action,  claim,  complaint,  or any other notice of dispute or
potential litigation  (including without limitation any alleged violation of any
Environmental  Law),  wherein the potential  liability is in excess of $500,000,
together with a copy of each such notice received by any Borrower.

<PAGE>

                                      -39-


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

                  (a) The Borrowers  will provide the Banks with written  notice
as to  any  cancellation  or  material  change  in any  insurance  of any of the
Borrowers  within ten (10)  Business Days after such  Borrower's  receipt of any
notice (whether formal or informal) of such cancellation or change by any of its
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 any  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 it 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  their
predecessors  is alleged to have  directly or  indirectly  Disposed of Hazardous
Substances;  or (iv) upon any Borrower  obtaining  knowledge that any 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.

         ss.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.

         ss.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 Agreement
or any other  note,  evidence of  Indebtedness,  indenture  or other  obligation
evidencing  Indebtedness  in excess of

<PAGE>

                                      -40-


$250,000 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.

         ss.6.17.  Closure and Post Closure Liabilities.  The Borrowers shall at
all  times  adequately  accrue,  in  accordance  with  GAAP and as  required  by
applicable  Environmental  Laws, all closure and post closure  liabilities  with
respect to the operations of the Borrowers.

         ss.7. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.  The Borrowers agree
that,  so long as any  Loan or any Note is  outstanding  or the  Banks  have any
obligation  to make Loans or the Agent has any  obligation  to issue,  extend or
renew any Letters of Credit hereunder:

         ss.7.1.  Restrictions  on  Indebtedness.  None of the  Borrowers  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  Agent  arising  under  this
Agreement or the Loan Documents;

         (b) Other existing  Indebtedness  listed on Schedule 7.1(b) hereto,  on
the terms and  conditions  in effect as of the date  hereof,  together  with any
renewals,  extensions or refinancings  thereof on terms which are not materially
different  than  those in effect as of the date  hereof;  provided  that no such
Indebtedness may be prepaid without prior written consent of the Banks;

         (c) Current liabilities incurred in the ordinary course of business not
incurred  through (i) the  borrowing  of money or (ii) the  obtaining  of credit
except for credit on an open  account  basis  customarily  extended  and in fact
extended in connection with normal purchases of goods and services;

         (d) Indebtedness in respect of taxes, assessments, governmental charges
or levies and  claims  for labor,  materials  and  supplies  to the extent  that
payment therefor shall not at the time be required to be made in accordance with
the provisions of ss.6.8 and  Indebtedness of the Borrowers  secured by liens of
carriers, warehousemen, mechanics and materialmen permitted by ss.7.2;

         (e)  Indebtedness  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 any Borrower shall at
the time in good

<PAGE>

                                      -41-


faith be prosecuting an appeal or proceedings for review and in respect of which
a stay of execution  shall have been obtained  pending such appeal or review and
in respect of which the Borrowers have maintained adequate reserves;

         (f)   incurrence   by  any   Borrower  of   guaranty,   suretyship   or
indemnification  obligations in connection  with any  Borrower's  performance of
services for its respective customers in the ordinary course of its business;

         (g) Other  Indebtedness of the Borrowers incurred after the date hereof
through the borrowing of money or the obtaining of credit, jointly not to exceed
an aggregate amount of $30,000,000 outstanding at any time;

         (h) Indebtedness with respect to equipment leases owing by any Borrower
to any other Borrower which is a financing company; and

         (i) Indebtedness  with respect to equipment leases or equipment chattel
mortgages  in an  aggregate  amount  not  to  exceed  $30,000,000  at  any  time
outstanding;

provided that no Subsidiary of the Parent may have aggregate Indebtedness (other
than Indebtedness permitted by ss.ss.7.1(a), (b) and (h) hereof and Indebtedness
of such  Subsidiary  to the  Parent)  in excess of  $10,000,000  at any one time
outstanding.

         ss.7.2.  Restrictions  on Liens.  None of the Borrowers  will create or
incur or suffer to be created  or  incurred  or to exist any lien,  encumbrance,
mortgage,  pledge,  charge,  restriction or other security  interest of any kind
upon any  property or assets of any  character,  whether now owned or  hereafter
acquired,  or upon the  income or profits  therefrom;  or  transfer  any of such
property  or assets or the  income  or  profits  therefrom  for the  purpose  of
subjecting the same to the payment of  Indebtedness  or performance of any other
obligation in priority to payment of its general creditors; or acquire, or agree
or have an option to acquire,  any property or assets upon  conditional  sale or
other  title  retention  or  purchase  money  security   agreement,   device  or
arrangement; or suffer to exist for a period of more than 30 days after the same
shall have been incurred any Indebtedness or claim or demand against it which if
unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any
priority  whatsoever  over its general  creditors;  or sell,  assign,  pledge or
otherwise transfer any accounts, contract rights, general intangibles or chattel
paper, with or without recourse, except as follows (the "Permitted Liens"):

         (a) Liens securing  Indebtedness  permitted under ss.7.1(g) 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

<PAGE>


                                      -42-

market  value  thereof  and  provided  further  that  the  aggregate  amount  of
Indebtedness secured by such liens shall not exceed $30,000,000;

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

         (c) 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;

         (d) Liens in respect of  judgments  or awards,  the  Indebtedness  with
respect to which is permitted by ss.7.1(e);

         (e) 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;

         (f)  Encumbrances  consisting  of  easements,  rights  of  way,  zoning
restrictions,  restrictions  on  the  use  of  real  property  and  defects  and
irregularities  in the title thereto,  landlord's or lessor's liens under leases
to which any Borrower is a party, and other minor liens or encumbrances  none of
which in the opinion of the respective 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;

         (g) Liens existing as of the date hereof and listed on Schedule  7.2(g)
on the terms and conditions in effect as of the date hereof;

         (h)      Liens granted pursuant to the Stock Pledge Agreement;

         (i) Liens securing Indebtedness permitted by ss.7.1(i) hereof, provided
that such Liens shall  encumber only the equipment  being leased or acquired and
shall not exceed the fair market value thereof; and

         (j) A first  mortgage  granted  to Grant  E.  Milliron,  an  individual
residing in the State of Ohio ("Milliron"),  securing the Parent's obligation to
pay royalties pursuant to Article 25 of the draft Purchase Agreement and Plan of
Reorganization  dated as of May 14, 1997 among Milliron Waste Management,  Inc.,
Gem Leasing,  Inc., North Central  Management,  Inc.,  Milliron Paper Recycling,
Inc., and Richland County Transfer & Recycling,  Inc., each an Ohio corporation,
Milliron, the Parent, and Superior of Ohio, an Ohio corporation and a Subsidiary
of the Parent.

         ss.7.3.  Restrictions on Investments.  None of the Borrowers shall make
or permit to exist or to remain  outstanding  any  Investment in any  Subsidiary
unless both

<PAGE>

                                      -43-

before and after giving  effect  thereto there does not exist a Default or Event
of Default and no Default or Event of Default  would be created by the making of
such  Investment.  None of the  Borrowers  shall  make or  permit to exist or to
remain outstanding any other Investment other than:

         (a)  Investments  in  obligations  of the United  States of America and
agencies thereof and obligations guaranteed by the United States of America that
are due and payable within one year from the date of acquisition;

         (b)  certificates  of deposit,  time deposits or repurchase  agreements
which are fully insured or are issued by commercial  banks  organized  under the
laws of the United  States of America or any state thereof and having a combined
capital, surplus, and undivided profits of not less than $100,000,000;

         (c)  commercial  paper maturing not more than nine months from the date
of issue,  provided that, at the time of purchase,  such commercial paper is not
rated lower than "P-1" by Moody's Investors Service,  Inc., or "A-1" by Standard
& Poor's Corporation;

         (d) Investments  associated with insurance policies required or allowed
by state  law to be posted as  financial  assurance  for  landfill  closure  and
post-closure liabilities;

         (e)  Investments  by any Borrower in any  Subsidiary  of such  Borrower
which is also a Borrower; and

         (f) Existing  Investments  by the Borrowers in Land & Gas  Reclamation,
Inc.

         ss.7.4. Mergers, Consolidations,  Sales. None of the Borrowers shall be
a party to any  merger,  consolidation  or  exchange  of stock,  or  purchase or
otherwise  acquire  all or  substantially  all of the assets or stock of, or any
partnership  or joint venture  interest in, any other Person except as otherwise
provided in this ss.7.4, or sell, transfer,  convey or lease any assets or group
of assets (except sales of equipment in the ordinary course of business) or sell
or assign, with or without recourse, any receivables. The Borrowers may purchase
or  otherwise  acquire  all or  substantially  all of the assets or stock of any
class of,  or joint  venture  interest  in,  any  Person  provided  that (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 ss.8
hereof on a pro forma historical  combined basis as if the transaction  occurred
on the first day of the period of  measurement,  and in the event that the value
given in connection with any such  acquisition  exceeds  $20,000,000,  including
deferred payments and the aggregate amount of all liabilities assumed, the Agent
shall have been provided with

<PAGE>

                                      -44-


(i) a Compliance  Certificate  demonstrating  such  compliance,  (ii) such other
information  (in form and substance  satisfactory to the Agent) as the Agent may
reasonably  request,   including,   without  limitation,   historical  financial
statements,  projections  and due diligence  summaries,  (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;   (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 is a  Borrower,  100% of the stock of which has been or will be pledged to
the Agent on behalf  of the  Banks or, in the case of a stock  acquisition,  the
acquired company shall become or shall be merged with a wholly-owned  Subsidiary
of the Parent that is a Borrower; (f) a copy of the purchase agreement, 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
shall have been furnished to the Banks;  (g) each acquisition of a landfill or a
hazardous  waste  treatment,  storage or  disposal  facility  is preceded by the
Parent's  standard  due  diligence  practices  as set forth in Exhibit E hereto,
including a review by a Consulting Engineer (which Consulting Engineer shall not
be an affiliate of such  Borrower if the cash  consideration  to be paid by such
Borrower in connection with any such  acquisition,  including  deferred payments
and the aggregate amount of all liabilities assumed, exceeds $5,000,000),  and a
copy of the Consulting Engineer's report shall have been furnished to the Banks,
if  requested;  (h) the  cash  consideration  to be paid  by  such  Borrower  in
connection  with any  such  acquisition  (including  deferred  payments  and the
aggregate   amount  of  all  liabilities   assumed)  shall  not  exceed  10%  of
Consolidated  Tangible Assets (as determined prior to such acquisition)  without
the consent of the Agent and the Majority Banks;  (i) 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;  and (j) if such
acquisition is made by a merger,  such Borrower  shall be the surviving  entity.
Any Subsidiary of the Parent may merge with any other  Subsidiary of the Parent,
provided  that the  surviving  corporation  is a Borrower.

         ss.7.5. Sale and Leaseback.  None of the Borrowers shall 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  Banks.

         ss.7.6. Restricted Distributions and Redemptions. None of the Borrowers
will  declare  or pay (i) any cash  Distributions  (other  than  from  insurance
proceeds),  or (ii) any other Distributions which would result in a reduction of
the Borrowers' Consolidated Tangible Net Worth. In addition, the Borrowers shall
not redeem,  convert, retire or otherwise acquire shares of any class of capital
stock of the

<PAGE>

                                      -45-


Borrowers in an aggregate  amount in excess of $100,000 in any year,  other than
Escrowed Shares cancelled in connection with indemnification  claims against the
former  shareholders of the Subsidiaries of the Parent.  The Borrowers shall not
effect or permit  any  change in or  amendment  to any  document  or  instrument
pertaining to the terms of the Borrowers' capital stock.

         ss.7.7.  Employee  Benefit  Plans.  None of the Borrowers nor any ERISA
Affiliate will:

         (a) engage in any "prohibited transaction" within the meaning of ss.406
of ERISA or ss.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 ss.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 ss.302(f) or ss.4068 of ERISA; or

         (d)  permit or take any  action  which  would  result in the  aggregate
benefit  liabilities  (within the meaning of ss.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.

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

         ss.7.8.  Negative Pledges. No Borrower will pledge any of its assets to
any Person  other than to the Agent for the  benefit of the Banks,  nor will any
Borrower  grant any  negative  pledges on their  assets to any Person other than
hereunder.

         ss.8.  FINANCIAL COVENANTS OF THE BORROWERS.  The Borrowers agree that,
so long as any Loan or any Note is  outstanding or the Banks have any obligation
to make  Loans or the Agent  has any  obligation  to issue,  extend or renew any
Letters of Credit  hereunder:

<PAGE>

                                      -46-


         ss.8.1.  Leverage  Ratio.  As of the end of any  fiscal  quarter of the
Borrowers  commencing  with the fiscal  quarter  ending  September 30, 1998, the
ratio of (a)  Funded  Debt as at the end of such  quarter  to (b) EBITDA for the
period  of four  (4)  consecutive  fiscal  quarters  ending  on such  date  (the
"Leverage Ratio") shall not exceed 3.25:1.

         ss.8.2. Interest Coverage Ratio. As of the end of any fiscal quarter of
the Borrowers  commencing with the fiscal quarter ending September 30, 1998, the
ratio of (i) EBITA for the period of four (4) consecutive fiscal quarters ending
on such date to (ii)  Consolidated  Total Interest Expense for such period shall
not be less than 3.00:1.

         ss.8.3. Funded Debt to Capitalization Ratio. The Borrowers shall not at
any time  permit the ratio of (a) Funded Debt to (b) the sum of Funded Debt plus
Consolidated Net Worth to exceed 55%.

         ss.8.4.   Profitable   Operations.   The  Borrowers   will  not  permit
Consolidated  Net Income to be less than $0 (i) for any two  consecutive  fiscal
quarters or (ii) for any fiscal  year.

         ss.8.5. Capital Expenditures. The Borrowers, in the aggregate, will not
make  Capital  Expenditures  in any  fiscal  year  that  exceed  1.75  times the
depreciation  expense  taken in such fiscal year;  provided,  however,  that, if
during any fiscal  year the amount of Capital  Expenditures  permitted  for that
fiscal year is not so utilized,  such  unutilized  amount may be utilized in the
next succeeding fiscal year but not in any subsequent fiscal year.

         ss.9. CLOSING CONDITIONS.

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

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

         ss.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.

         ss.9.3.  Certified  Copies of Charter  Documents.  The Agent shall have
received from the Borrowers a copy,  certified by a duly  authorized  officer of
such  Person to be true and  complete on the  Closing  Date,  of each of (a) its
charter or other

<PAGE>

                                      -47-


incorporation  documents (including  certificates of merger and name changes) as
in effect on such date of  certification,  and (b) its  by-laws  as in effect on
such date.

         ss.9.4.  Incumbency  Certificate.  The Agent  shall  have  received  an
incumbency certificate,  dated as of the Closing Date, signed by duly authorized
officers giving the name and bearing a specimen signature of each individual who
shall be authorized:  (a) to sign the Loan Documents on behalf of the Borrowers;
(b) to make Loan and Letter of Credit  Requests;  and (c) to give notices and to
take other action on the Borrowers' behalf under the Loan Documents.

         ss.9.5.  Validity  of  Liens.  The  Stock  Pledge  Agreement  shall  be
effective to create in favor of the Agent a legal,  valid and enforceable  first
security  interest in and lien upon the  Collateral,  subject  only to Permitted
Liens.  All filings,  recordings,  deliveries of  instruments  and other actions
necessary or desirable in the opinion of the Agent to protect and preserve  such
security interests shall have been duly effected.  The Agent shall have received
evidence thereof in form and substance satisfactory to the Agent.

         ss.9.6.  UCC Search Results.  The Agent shall have received the results
of UCC searches  with respect to the  Borrowers  indicating  no liens other than
Permitted Liens and otherwise in form and substance satisfactory to the Agent.

         ss.9.7.  Certificates of Insurance. The Agent shall have received (i) a
certificate of insurance from an  independent  insurance  broker 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
insurance coverage and (ii) copies of all policies evidencing such insurance (or
certificates  therefor signed by the insurer or an agent  authorized to bind the
insurer).

         ss.9.8.  Opinion of Counsel.  The Banks shall have  received  favorable
legal opinions from counsel to the Borrowers,  addressed to the Banks,  dated as
of the Closing Date, in form and substance satisfactory to the Banks.

         ss.9.9. Environmental Permit Certificate. The Banks shall have received
an environmental  permit  certificate from the Parent  satisfactory to the Agent
concerning  principal  operating  permits at the Parent's and its  Subsidiaries'
principal operating facilities.

<PAGE>

                                      -48-


         ss.10. CONDITIONS OF ALL LOANS.

         The  obligations  of the  Banks  to make any  Loan  (including  without
limitation  the  obligation  of the Agent to issue any  Letter of Credit) on and
subsequent to the Closing Date is subject to the following conditions precedent:

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

         ss.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 them 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
ss.ss.10.1 and 10.2 will be duly satisfied on the date of such Loan or Letter of
Credit issuance.

         ss.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.

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

         ss.10.5.  Proceedings and Documents. All proceedings in connection with
the  transactions  contemplated  by this  Agreement and all  documents  incident
thereto shall have been delivered to the Banks as of the date hereof in form and
substance  satisfactory to the Banks,  including without  limitation a Letter of
Credit and Loan Request in the form attached  hereto as Exhibit B, and the Banks
shall have received

<PAGE>

                                      -49-


all information and such  counterpart  originals or certified or other copies of
such  documents  as the Banks may  reasonably  request.

         ss.11.  COLLATERAL  SECURITY.  The  Obligations  shall be  secured by a
perfected   security  interest  (having,   with  respect  to  each  category  of
Collateral,  the  respective  rights and  priorities set forth herein and in the
Stock Pledge Agreement) in all of the Collateral, whether now owned or hereafter
acquired, pursuant to the terms of the Stock Pledge Agreement.

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

         ss.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 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
inss.ss.6, 7 or 8 hereof;

         (d) 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), and (c) above) within 30 days after
written notice of such failure has been given to the Borrowers by the Banks;

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

         (f) if 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  $250,000,  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
$250,000 for such period of time as would, or would have permitted (assuming the
giving of  appropriate  notice if


<PAGE>
                                      -50-


required) the holder or holders thereof or of any obligations  issued thereunder
to accelerate the maturity thereof; or

         (g) 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 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 any Borrower  indicates  its approval  thereof,  consent
thereto or acquiescence therein;

         (h)  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,
and such  decree or order  remains  in effect  for more than  sixty  (60)  days,
whether or not consecutive;

         (i) 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  any  Borrower,  exceeds in the  aggregate  $500,000  after  taking into
account any undisputed insurance coverage;

         (j) with respect to any  Guaranteed  Pension Plan, an ERISA  Reportable
Event  shall  have  occurred  and the  Banks  shall  have  determined  in  their
reasonable  discretion that such event reasonably could be expected to result in
liability  of any  Borrower  to the  PBGC  or the  Plan in an  aggregate  amount
exceeding  $500,000  and such event in the  circumstances  occurring  reasonably
could constitute grounds for the termination of such Plan by the PBGC or for the
appointment  by the  appropriate  United States  District  Court of a trustee to
administer  such  Plan;  or a trustee  shall have been  appointed  by the United
States District Court to administer such Plan; or the PBGC shall have instituted
proceedings to terminate such Plan;

         (k) if any  of the  Loan  Documents  shall  be  cancelled,  terminated,
revoked or rescinded otherwise than in accordance with the terms thereof or with
the express prior written  agreement,  consent or approval of the Banks,  or any
action at law, suit or in equity or other legal proceeding to cancel,  revoke or
rescind  any of the Loan  Documents  shall be  commenced  by or on behalf of the
Borrowers  or any of their  respective  stockholders,  or any court or any other
governmental or regulatory

<PAGE>

                                      -51-


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;

         (l) any person or group of persons (within the meaning of Section 13 or
14 of the  Securities  Exchange  Act of 1934,  as amended)  shall have  acquired
beneficial  ownership  (within  the  meaning  of Rule 13d-3  promulgated  by the
Securities  and  Exchange  Commission  under  said  Act)  of 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 of the Parent; or

         (m) If either  George  Farr or  William  Dietrich  shall  cease to hold
offices of Chief Financial Officer (in the case of George Farr) or President and
Chief  Executive  Officer  (in the case of William  Dietrich)  or are  disabled,
incapacitated,  or  otherwise  unable or unwilling to perform the duties of such
offices for a period in excess of one hundred  eighty  (180)  consecutive  days,
unless a replacement reasonably satisfactory to the Agent is found;

then,  and in any such event,  so long as the same may be  continuing,  upon the
request of the  Majority  Banks,  the Agent  shall,  by notice in writing to the
Borrowers,  declare all amounts owing with respect to this Agreement,  the Notes
and the other Loan Documents and all  Reimbursement  Obligations to be, and they
shall  thereupon   forthwith   become,   immediately  due  and  payable  without
presentment,  demand,  protest  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 ss.12(g) or 12(h),  all such amounts shall become
immediately due and payable  automatically and without any requirement of notice
from the  Agent or any  Bank.  Upon  demand  by the  Majority  Banks  after  the
occurrence of any Event of Default,  the Borrowers shall immediately  provide to
the Agent cash in an amount equal to the aggregate Maximum Drawing Amount of all
Letters of Credit  outstanding,  to be held by the Agent as collateral  security
for the  Obligations. 

         ss.12.2.  Termination  of  Commitments.  If any Event of Default  shall
occur,  any unused portion of the Total  Commitment  hereunder  shall  forthwith
terminate and the Banks shall be relieved of all obligations to make Loans to or
issue  Letters of Credit for the account of any of the  Borrowers;  or if on any
Drawdown Date the conditions  precedent to the making of the Loans to be made on
such Drawdown Date or the issuance of any Letters of Credit to be issued on such
date are not satisfied  (except as a consequence of a default on the part of the
Banks), the Majority Banks may 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

<PAGE>

                                      -52-


relieved of all further  obligations to make Loans to or issue Letters of Credit
for the account of the Borrowers hereunder. 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.

         ss.12.3.  Remedies.  Subject to ss.14.8, in case any one or more of the
Events of Default shall have occurred and be continuing,  and whether or not the
Majority  Banks shall have  accelerated  the  maturity of the Loans  pursuant to
ss.12.1,  each  Bank,  if owed  any  amount  with  respect  to the  Loans or the
Reimbursement Obligations, may proceed to protect and enforce its rights by suit
in  equity,  action  at law or other  appropriate  proceeding,  whether  for the
specific  performance  of any covenant or agreement  contained in this Agreement
and the other Loan Documents or any instrument pursuant to which the Obligations
or the Guaranteed  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. No remedy herein  conferred  upon any Bank or the
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.

         ss.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 loan  outstanding  under
this  Agreement  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
under this Agreement or a required payment under a Note), 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 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.

<PAGE>

                                      -53-


         ss.14. THE AGENT.

         ss.14.1.  Appointment of Agent, Powers and Immunities. Each Bank hereby
irrevocably  appoints and authorizes the Agent to act as its agent hereunder and
under  the  other  Loan  Documents,  provided,  however,  the  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  Agreement  and the  other  Loan  Documents.  The  Agent  hereby
acknowledges  that it does not have the  authority  to negotiate  any  agreement
which would bind the Banks or agree to any amendment,  waiver or modification of
any of the  Loan  Documents  or bind  the  Banks  except  as set  forth  in this
Agreement  or the Loan  Documents.  Except as  provided in this ss.14 and in the
other Loan  Documents,  the Agent shall take action or refrain  from acting only
upon  instructions  of the Majority  Banks and no action taken or failure to act
without the consent of the Majority Banks shall be binding on any Bank which has
not consented.  Each Bank irrevocably  authorizes the Agent to execute the Stock
Pledge  Agreement 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 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 the Agent, in
its capacity as issuer of Letters of Credit hereunder, shall be identical to its
duties,  rights,  privileges and immunities as a Bank as provided in this ss.14.
The  Agent  shall  not have any  duties  or  responsibilities  or any  fiduciary
relationship  with any Bank except those  expressly set forth in this Agreement.
Neither the 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  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 Agent  may  employ  agents  and  attorneys-in-fact  and shall not be
responsible   for  the   negligence   or   misconduct  of  any  such  agents  or
attorneys-in-fact  selected by it with reasonable care. The Agent shall exercise
the same care in administering the Loan as its exercises with respect to similar
transactions entered into solely for its own account; however, neither the 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 Agent in its  separate  capacity  as a Bank shall have the same
rights and powers hereunder as any other Bank.

         ss.14.2.  Actions  By Agent.  The  Agent  shall be fully  justified  in
failing or refusing to take any action  under this  Agreement  as it  reasonably
deems appropriate unless it shall first have received such advice or concurrence
of the Majority Banks

<PAGE>

                                      -54-


and shall be indemnified to its  reasonable  satisfaction  by the Majority 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 Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or
any of the Loan  Documents in accordance  with 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.

         ss.14.3.  INDEMNIFICATION.  WITHOUT  LIMITING  THE  OBLIGATIONS  OF THE
BORROWERS  HEREUNDER  OR UNDER  ANY OTHER  LOAN  DOCUMENT,  THE  BANKS  AGREE TO
INDEMNIFY THE AGENT,  RATABLY IN  ACCORDANCE  WITH THEIR  RESPECTIVE  COMMITMENT
PERCENTAGES,  FOR  ANY  AND  ALL  LIABILITIES,   OBLIGATIONS,  LOSSES,  DAMAGES,
PENALTIES,  ACTIONS,  JUDGMENTS,  SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY
KIND OR NATURE  WHATSOEVER  (OTHER THAN  LOSSES WITH  RESPECT TO THE AGENT'S PRO
RATA SHARE OF THE OBLIGATIONS)  WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY
OR  ASSERTED  AGAINST  THE AGENT IN ANY WAY  RELATING  TO OR ARISING OUT OF THIS
AGREEMENT  OR ANY  OTHER  LOAN  DOCUMENT  OR ANY  DOCUMENTS  CONTEMPLATED  BY OR
REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
OR THE  ENFORCEMENT  OF ANY OF THE TERMS  HEREOF OR THEREOF OR OF ANY SUCH OTHER
DOCUMENTS;  PROVIDED,  THAT NO BANK SHALL BE LIABLE FOR ANY OF THE  FOREGOING TO
THE EXTENT THEY ARISE FROM THE GROSS  NEGLIGENCE  OR WILLFUL  MISCONDUCT  OF THE
AGENT (OR ANY AGENT THEREOF), IT BEING THE INTENT OF THE PARTIES HERETO THAT ALL
SUCH  INDEMNIFIED  PARTIES  SHALL BE  INDEMNIFIED  FOR  THEIR  ORDINARY  SOLE OR
CONTRIBUTORY  NEGLIGENCE.

         ss.14.4. Reimbursement. Without limiting the provisions of ss.14.3, the
Banks and the Agent  hereby  agree  that the Agent  shall not be obliged to make
available  to any Person any sum which the Agent is expecting to receive for the
account of that Person until the Agent has determined  that it has received that
sum. The Agent may,  however,  disburse funds prior to determining that the sums
which the Agent expects to receive have been finally and unconditionally paid to
the Agent,  if the Agent  wishes to do so. If and to the  extent  that the Agent
does disburse  funds and it later  becomes  apparent that the Agent did not then
receive a payment  in an amount  equal to the sum paid out,  then any  Person to
whom the Agent made the funds available shall, on demand from the Agent,  refund
to the Agent the sum paid to that Person.  If, in the opinion of the 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

<PAGE>

                                      -55-


adjudicated  by a court  of  competent  jurisdiction.  If a court  of  competent
jurisdiction shall adjudge that any amount received and distributed by the Agent
is to be repaid,  each Person to whom any such distribution shall have been made
shall  either  repay to the  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.

         ss.14.5. Documents. The Agent will forward to each Bank, promptly after
the Agent's receipt thereof,  a copy of each notice or other document  furnished
to the Agent for such Bank hereunder;  provided,  however, that, notwithstanding
the foregoing, the 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.

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

         ss.14.7.  Resignation  of Agent.  The  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
Agent. If no successor Agent shall have been so appointed by the Banks and shall
have accepted such appointment  within 30 days after the retiring Agent's giving
of notice of  resignation,  then the retiring Agent may, on behalf of the Banks,
appoint a  successor  Agent,  which shall be a  financial  institution  having a
combined capital and surplus in

<PAGE>

                                      -56-


excess  of  $150,000,000.  Upon  the  acceptance  of any  appointment  as  Agent
hereunder by a successor Agent,  such successor Agent shall thereupon succeed to
and become  vested with all the  rights,  powers,  privileges  and duties of the
retiring  Agent,  and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation, the provisions of
this  Agreement  shall  continue  in effect  for its  benefit  in respect of any
actions taken or omitted to be taken by it while it was acting as Agent. Any new
Agent appointed  pursuant to this ss.14.7 shall immediately issue new Letters of
Credit in place of Letters of Credit previously issued by the Agent.

         ss.14.8.  Action by the  Banks,  Consents,  Amendments,  Waivers,  Etc.
Except as otherwise  expressly provided in this ss.14.8,  any action to be taken
(including  the  giving  of  notice)  may be taken or any  consent  or  approval
required or permitted by the Agreement or any other Loan Document to be given by
the Banks may be given, and any term of this Agreement,  any other Loan Document
or any other instrument,  document or agreement related to this Agreement or the
other Loan Documents or mentioned  therein may be amended and the performance or
observance  by the Borrowers or any other person of any of the terms thereof and
any  Default or Event of  Default  (as  defined  in any of the  above-referenced
documents or  instruments)  may be waived  (either  generally or in a particular
instance  and  either  retroactively  or  prospectively)  only with the  written
consent  of the  Majority  Banks;  provided,  however,  that no such  consent or
amendment  which affects the rights,  duties or liabilities of the Agent (in its
capacity as Agent) shall be effective  without the written consent of the Agent.
Notwithstanding the foregoing,  no amendment,  waiver or consent shall do any of
the following unless in writing and signed by ALL of the Banks: (a) increase the
principal amount of the Total Commitment (or subject the Banks to any additional
obligations)  other  than in  accordance  with  ss.2.2  hereof,  (b)  reduce the
principal of or interest on the Notes (including,  without limitation,  interest
on overdue amounts) or any fees payable  hereunder,  (c) postpone any date fixed
for any  payment  in  respect  of  principal  or  interest  (including,  without
limitation,  interest  on overdue  amounts)  on the Notes,  or any fees  payable
hereunder;  (d) change the  definition  of  "Majority  Banks" or number of Banks
which  shall be required  for the Banks or any of them to take any action  under
the Loan Documents; (e) amend this ss.14.8; (f) change the Commitment Percentage
of any Bank,  except as permitted under ss.18 hereof; or (g) except as otherwise
permitted hereunder, release any Collateral with an aggregate value in excess of
$1,000,000.

         ss.15.  EXPENSES.  Whether or not the transactions  contemplated herein
shall be  consummated,  the Borrowers  hereby promise to reimburse (i) the Agent
for  all  reasonable   out-of-pocket  fees  and  disbursements   (including  all
reasonable attorneys' fees and Consulting Engineers' fees), incurred or expended
in connection with the preparation,  filing or recording,  or  interpretation of
this  Agreement,  the other  Loan  Documents,  or any  amendment,  modification,
approval,  consent or waiver  hereof or thereof,  and (ii) any Bank or the Agent
for all reasonable out-of-pocket expenses

<PAGE>

                                      -57-


(including  without  limitation  reasonable  attorneys'  fees and  costs,  which
attorneys may be employees of any Bank or the Agent, and reasonable  consulting,
accounting,  appraisal,  investment  banking and similar  professional  fees and
charges)  incurred  by  any  Bank  or the  Agent  in  connection  with  (A)  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 (B) 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 Agent's relationship with the Borrowers  hereunder.  The Borrowers
will pay any taxes  (including  any interest and  penalties in respect  thereof)
other than the Banks' federal and state income taxes, payable on or with respect
to the  transactions  contemplated  by  this  Agreement  (the  Borrowers  hereby
agreeing  to   indemnify   the  Banks  with   respect   thereto).

         ss.16.  INDEMNIFICATION.  THE  BORROWERS  AGREE TO  INDEMNIFY  AND HOLD
HARMLESS  THE AGENT AND THE  BANKS,  AS WELL AS THEIR  SHAREHOLDERS,  DIRECTORS,
AGENTS,  OFFICERS,  SUBSIDIARIES  AND AFFILIATES,  FROM AND AGAINST ALL DAMAGES,
LOSSES, SETTLEMENT PAYMENTS, OBLIGATIONS, LIABILITIES, CLAIMS, SUITS, PENALTIES,
ASSESSMENTS,  CITATIONS,  DIRECTIVES,  DEMANDS, JUDGMENTS,  ACTIONS OR CAUSES OF
ACTION,  WHETHER  STATUTORILY  CREATED OR UNDER THE COMMON LAW,  AND  REASONABLE
COSTS AND EXPENSES  INCURRED,  SUFFERED,  SUSTAINED OR REQUIRED TO BE PAID BY AN
INDEMNIFIED  PARTY BY REASON OF OR RESULTING FROM THE TRANSACTIONS  CONTEMPLATED
HEREBY,  EXCEPT ANY OF THE FOREGOING  WHICH RESULT FROM THE GROSS  NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. IN ANY INVESTIGATION, PROCEEDING OR
LITIGATION,  OR THE  PREPARATION  THEREFOR,  EACH  BANK AND THE  AGENT  SHALL BE
ENTITLED TO SELECT ITS OWN COUNSEL, AND, IN ADDITION TO THE FOREGOING INDEMNITY,
THE  BORROWERS  AGREE TO PAY PROMPTLY THE  REASONABLE  FEES AND EXPENSES OF SUCH
COUNSEL.  IN THE EVENT OF THE COMMENCEMENT OF ANY SUCH PROCEEDING OR LITIGATION,
THE BORROWERS  SHALL BE ENTITLED TO PARTICIPATE IN SUCH PROCEEDING OR LITIGATION
WITH COUNSEL OF THEIR CHOICE AT THEIR EXPENSE,  PROVIDED THAT SUCH COUNSEL SHALL
BE  REASONABLY  SATISFACTORY  TO THE BANKS AND THE AGENT.  THE COVENANTS OF THIS
ss.16 SHALL  SURVIVE  PAYMENT OR  SATISFACTION  OF PAYMENT OF AMOUNTS OWING WITH
RESPECT  TO THE NOTES OR ANY OTHER  LOAN  DOCUMENT,  IT BEING THE  INTENT OF THE
PARTIES HERETO THAT ALL SUCH INDEMNIFIED  PARTIES SHALL BE INDEMNIFIED FOR THEIR
ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE.


<PAGE>
                                      -58-


         ss.17. 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 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 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. 

         ss.18.  ASSIGNMENT AND PARTICIPATION.  It is understood and agreed that
each Bank  shall  have the right to assign or  participate  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
$5,000,000  (which assignment shall be of an equal percentage of the Commitment,
the Loans and  outstanding  Letters  of  Credit)  to  additional  banks or other
financial institutions so long as the Agent will be the Agent hereunder and with
the prior  written  consent  of the 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;  and further,  and that each bank or other
financial institution which executes and delivers to the Banks and the Borrowers
hereunder a counterpart joinder in form and substance  satisfactory to the Banks
and such bank or  financial  institution  shall,  on the date  specified in such
counterpart  joinder,  become  a party  to this  Agreement  and the  other  Loan
Documents for all purposes of this Agreement, and its Commitment shall be as set
forth in such  counterpart  joinder.  Upon the  execution  and  delivery of such
counterpart  joinder and payment by the assigning  bank of an assignment  fee in
the amount of $3,500 to the Agent, (a) the Borrowers shall issue to such bank or
other  financial  institution  a Note in the  amount  of such  bank's  or  other
financial institution's  Commitment dated the Closing Date or such other date as
may be specified by the Agent and otherwise  completed in substantially the form
of Exhibit A hereto; (b) the Agent shall distribute to the Borrowers,  the Banks
and such bank or financial  institution a schedule reflecting such changes;  (c)
this Agreement shall be appropriately  amended to reflect (i) the status of such
bank or financial  institution  as a party hereto and (ii) the status and rights
of the Banks and Agent  hereunder;  and (d) the Borrowers shall take such action
as the Agent may reasonably  request to perfect any security  interests in favor
of the Banks,  including any bank or financial institution which becomes a party
to this Agreement.  The documents  evidencing any such participation may provide
that,  except with the consent of the bank or  financial  institution  that is a
party thereto, such Bank will not consent to (a)

<PAGE>

                                      -59-


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.
Notwithstanding the foregoing,  no syndication or participation shall operate to
increase the Total Commitment hereunder or otherwise alter the substantive terms
of this Agreement, except as contemplated under ss.2.2(c).

         ss.19.  PARTIES IN INTEREST.  All the terms of this  Agreement  and the
other Loan  Documents  shall be binding  upon and inure to the benefit of and be
enforceable by the  respective  successors and assigns of the parties hereto and
thereto; provided that no Borrower shall assign or transfer its rights hereunder
without the prior written consent of the Banks.

         ss.20.  NOTICES,  ETC. Except as otherwise  expressly  provided in this
Agreement,  all  notices and other  communications  made or required to be given
pursuant to this Agreement or the other Loan  Documents  shall be in writing and
shall be delivered in hand, mailed by United States  first-class  mail,  postage
prepaid,  or sent by  telegraph,  telex or  telecopier  and confirmed by letter,
addressed as follows:

         (a) if to the Borrowers,  at 1 Honey Creek Corporate Center,  125 South
84th Street, Suite 200, Milwaukee,  Wisconsin 53214, Attention:  George K. Farr,
Chief Financial Officer and Treasurer, telecopy number (414) 479-7400;

         (b)  if  to  the  Agent  or  BKB,  at  100  Federal   Street,   Boston,
Massachusetts 02110, Attention:  Timothy M. Laurion,  Director,  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,  and (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.

         ss.21.  MISCELLANEOUS.  The rights and remedies  herein  expressed  are
cumulative  and not exclusive of any other rights which the Banks or Agent would
otherwise  have. The captions in this Agreement are for convenience of reference
only and shall not define or limit the provisions hereof. This Agreement and any

<PAGE>

                                      -60-


amendment hereof may be executed in several  counterparts and by each party on a
separate  counterpart,  each of which when so executed and delivered shall be an
original, but all of which together shall constitute one instrument.  In proving
this Agreement it shall not be necessary to produce or account for more than one
such  counterpart  signed by the party against whom  enforcement is sought.

         ss.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  Agreement  nor any term hereof may be  changed,  waived,
discharged or terminated,  except as provided in ss.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 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.

         ss.23.  WAIVER OF JURY TRIAL.  EACH OF THE BORROWERS  HEREBY WAIVES ITS
RIGHT TO A JURY TRIAL WITH  RESPECT  TO ANY ACTION OR CLAIM  ARISING  OUT OF ANY
DISPUTE IN CONNECTION  WITH THIS  AGREEMENT,  THE NOTES OR ANY OF THE OTHER LOAN
DOCUMENTS,  ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF SUCH RIGHTS AND  OBLIGATIONS.  EXCEPT AS  PROHIBITED  BY LAW,  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,  AGENT OR ATTORNEY OF
ANY BANK OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR
THE AGENT WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE FOREGOING
WAIVERS AND (b)  ACKNOWLEDGE  THAT THE AGENT AND THE BANKS HAVE BEEN  INDUCED TO
ENTER INTO THIS  AGREEMENT  AND THE OTHER LOAN  DOCUMENTS TO WHICH IT IS A PARTY
BECAUSE OF,  AMONG  OTHER  THINGS,  THE  BORROWERS'  WAIVERS AND  CERTIFICATIONS
CONTAINED HEREIN.

         ss.24.  GOVERNING  LAW.  THIS  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

<PAGE>

                                      -61-


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 AGENT UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.

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


<PAGE>
                                      -62-


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

SUPERIOR SERVICES, INC.
SUPERIOR CRANBERRY CREEK LANDFILL, INC.
SUPERIOR CONSTRUCTION SERVICES, INC.
HARDROCK, INC.
SUMMIT, INC.
SUPERIOR SPECIAL SERVICES, INC.
VALLEY SANITATION CO., INC.
SUPERIOR SERVICES OF ELGIN, INC.
SUPERIOR GLACIER RIDGE, INC.
LAND & GAS RECLAMATION, INC.
SUPERIOR OF WISCONSIN, INC.
SUPERIOR EMERALD PARK LANDFILL, INC.
SUPERIOR FCR LANDFILL, INC.
SUPERIOR SEVEN MILE CREEK LANDFILL, INC.
SUPERIOR OAK RIDGE LANDFILL, INC.
SUPERIOR OF MISSOURI, INC.
SUPERIOR OF OHIO, INC.
SUPERIOR SERVICES OF MICHIGAN, INC.
SUPERIOR WASTE SERVICES OF PENNSYLVANIA, INC.
SUPERIOR GREENTREE LANDFILL, INC.
SUPERIOR HICKORY MEADOWS LANDFILL, INC.
NOBLE ROAD LANDFILL, INC.
RECOURSE RECOVERY TRANSFER & TRANSPORTATION, INC.
SUPERIOR EAGLE BLUFF LANDFILL, INC.
SUPERIOR WASTE SERVICES OF ALABAMA, INC.
SUPERIOR CEDAR HILL LANDFILL, INC.
SUPERIOR MAPLE HILL LANDFILL, INC.
IDEAL DISPOSAL SERVICE, INC.
JOHNSON DISOPOSAL SERVICE, INC.
TWR, INC.
ALABAMA WASTE SERVICES, INC.
SUPERIOR STAR RIDGE LANDFILL, INC.
EGGERS SANITATION, INC.
SUPERIOR CYPRESS ACRES LANDFILL, INC.
CBF, INC.
SUPERIOR WASTE SERVICES OF FLORIDA, INC.
LOVE'S DISPOSAL SERVICE, INC.


By: ________________________________________
      George K. Farr, Chief Financial Officer


<PAGE>

                                      -63-

BANKBOSTON, N.A.,
  individually and as Agent


By:__________________________________________
      Timothy M. Laurion, Director


BANK ONE, WISCONSIN


By:__________________________________________
      Name:
      Title:


HARRIS TRUST AND SAVINGS BANK


By:__________________________________________
      Name:
      Title:


LASALLE NATIONAL BANK


By:__________________________________________
      Name:
      Title:


BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION


By:__________________________________________
      Name:
      Title:


FIRSTAR BANK MILWAUKEE, N.A.


By:__________________________________________
      Name:
      Title:

<PAGE>
                                      -64-

FLEET BANK, N.A.


By:__________________________________________
      Name:
      Title:


PARIBAS


By:__________________________________________
      Name:
      Title:


By:__________________________________________
      Name:
      Title:


PNC BANK, NATIONAL ASSOCIATION


By:__________________________________________
      Name:
      Title:


COMERICA BANK


By:__________________________________________
      Name:
      Title:


FIFTH THIRD BANK


By:__________________________________________
      Name:
      Title:



<PAGE>
                                      -65-


HIBERNIA NATIONAL BANK


By:__________________________________________
      Name:
      Title: