THIRD AMENDMENT

         THIS THIRD AMENDMENT (this "Amendment") dated as of December 4, 2000
amends the Second Amended and Restated Credit Agreement dated as of November 26,
1999 (as previously amended, the "Credit Agreement") among CERI, L.P., a
Delaware limited partnership (the "Company"), CAPITAL ENVIRONMENTAL RESOURCE
INC./RESSOURCES ENVIRONNEMENTALES CAPITAL INC., an Ontario corporation
("Parent"), various financial institutions, CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent, BANK OF AMERICA, N.A., as U.S. Agent, and BANK OF AMERICA
CANADA, as Canadian Agent. Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement.

         WHEREAS, Parent, the Company, the Lenders and the Agents have entered
into the Credit Agreement; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

         SECTION 1. AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below), the Credit Agreement shall be
amended as set forth below:

         1.1      ADDITION OF NEW DEFINITIONS. The following new definitions are
added to Section 1. 1 in appropriate alphabetical sequence:

         ADJUSTED WORKING CAPITAL means at any time the excess of:

                  (a)(i) the consolidated current assets of Parent and its
         Subsidiaries less (ii) the amount of cash and cash equivalents included
         in such consolidated current assets;

         OVER

                  (b)(i) the consolidated current liabilities of Parent and its
         Subsidiaries LESS (ii) to the extent included in such consolidated
         current liabilities, all Short-Term Debt of Parent and its Subsidiaries
         PLUS any portion of Long-Term Debt of Parent and its Subsidiaries
         which is payable within one year from the date of determination.

<PAGE>


         AGGREGATE BORROWING COMMITMENT means the remainder of (a) the sum of
the combined Canadian Commitments and the combined U.S. Commitments MINUS (b)
U.S.$4,000,000.

         AGGREGATE BORROWINGS means at any time the aggregate principal Dollar
Equivalent amount of all outstanding Loans hereunder plus the Dollar Equivalent
face amount of all outstanding Bankers' Acceptances accepted hereunder plus the
Dollar Equivalent face amount of all outstanding BA Equivalent Notes hereunder.

         ASSET SALE means the sale or other disposition by Parent or any
Subsidiary to any Person (other than Parent or any Subsidiary) of any asset or
rights of Parent or such Subsidiary (including any sale or other disposition of
stock of any Subsidiary, whether by merger, consolidation or otherwise, but
EXCLUDING (i) sales of inventory in the ordinary course of business and (ii)
transactions governed by SUBSECTION 8.11 (a) or (c)).

         CAPITAL EXPENDITURES means all expenditures which, in accordance with
GAAP, would be required to be capitalized and shown on the consolidated balance
sheet of Parent and its Subsidiaries, but excluding expenditures made in
connection with the replacement or restoration of assets to the extent financed
(i) from insurance proceeds (or other similar recoveries) paid on account of the
loss of or damage to the assets being replaced or restored or (ii) with awards
of compensation arising from the taking by eminent domain or condemnation of the
assets being replaced.

         EXCESS CASH FLOW means, for any period, the remainder of

         (a)      Consolidated Net Income for such period before deducting cash
Interest Expense, taxes, depreciation, amortization,

         LESS

         (b)      the total (without duplication) of

                  (i)      regularly scheduled principal payments (including the
         portion of all payments under capital leases which is attributable to
         principal) arising with respect to any Long-Term Debt (including the
         Term Loan Agreement) of Parent and its Subsidiaries made during such
         period (other than Debt hereunder and the payment of principal under
         the Term Loan Agreement on December 4, 2000),

                  PLUS

                  (ii)     the amount of any reduction of the Commitments made
         pursuant to SECTION 2.8.1(a) (other than the reduction on December 4,
         2000) or 2.8.2 and the amount of all prepayments made pursuant to
         Section 2.2.4 of the Term Loan Agreement during such period,

                                      -2-
<PAGE>


                  PLUS

                  (iii)    all income taxes paid by Parent and its Subsidiaries
         during such period

                  PLUS

                  (iv)     cash Interest Expense of Parent and its Subsidiaries
         during such period

                  PLUS

                  (v)      all Capital Expenditures made in cash during such
         period,

                  PLUS

                  (vi)     any increase in Adjusted Working Capital during such
         period,

                  LESS

                  (vii)    any decrease in Adjusted Working Capital during such
         period.

         LONG-TERM DEBT means all Funded Debt which matures more than one year
after the date of determination or which is renewable or extendable at the
option of the obligor to a date which is more than one year after the date of
determination.

         NET CASH PROCEEDS means:

                  (a) with respect to any Asset Sale, the aggregate cash
         proceeds (including cash proceeds received by way of deferred payment
         of principal pursuant to a note, installment receivable or otherwise,
         but only as and when received) received by Parent or any Subsidiary
         pursuant to such Asset Sale net of (i) the direct costs relating to
         such Asset Sale (including sales commissions and legal, accounting and
         investment banking fees), (ii) taxes paid or reasonably estimated by
         Parent to be payable as a result thereof (after taking into account any
         available tax credits or deductions and any tax sharing arrangements),
         (iii) amounts required to be applied to the repayment of any Debt
         secured by a Lien on the asset subject to such Asset Sale (other than
         Debt hereunder) and (iv) any cash proceeds which Parent certifies to
         the U.S. Agent are to be used, and which are used, within 30 days after
         such Asset Sale to purchase replacement assets which perform the same
         or a similar function;

                                      -3-
<PAGE>


                  (b) with respect to any issuance of equity securities or
         Subordinated Debt described in clause (iii) of the definition thereof,
         the aggregate cash proceeds received by Parent or any Subsidiary
         pursuant to such issuance, net of the direct costs relating to such
         issuance (including sales and underwriter's discounts and commissions,
         upfront fees and legal, accounting and investment banking fees); and

                  (c) with respect to the termination of any Hedging Agreement,
         the aggregate cash proceeds received by Parent or any Subsidiary
         pursuant to such termination, net of any direct costs relating to such
         termination.

                  SENIOR DEBT TO EBITDA RATIO means as of the last day of any
         Fiscal Quarter, the ratio of: (i) all Funded Debt of Parent and its
         Subsidiaries as of such day to (ii) EBITDA for the Computation Period
         ending on such day (other than Debt of  the  type  described in clause
         (iii) of the definition of Subordinated Debt).

                  SHORT-TERM DEBT means all Funded Debt other than Long-Term
         Debt.

         1.2      AMENDMENT OF CERTAIN DEFINITIONS.  The definitions of
"Canadian L/C Commitment", "Commitment Reduction Date", "EBITDA", "Interest
Coverage Ratio", "Termination Date" and "U.S. L/C Commitment" set forth in
Section 1.1 are amended in their entirety to read as follows, respectively:

                  Canadian L/C Commitment means the commitment of the Canadian
         Issuing Lender to Issue, and the commitment of the Canadian Lenders
         severally to participate in, Letters of Credit from time to time Issued
         for the account of Parent under Article IV, in an aggregate Effective
         Amount not to exceed on any date an amount equal to the lesser of (a)
         the remainder of the Dollar Equivalent amount of U.S.$6,000,000 minus
         the Effective Amount of all outstanding Letters of Credit issued for
         the account of the Company and (b) the amount of the combined Canadian
         Commitments; IT BEING UNDERSTOOD that the Canadian L/C Commitment is a
         part of the combined Canadian Commitments, rather than a separate,
         independent commitment.

                  COMMITMENT REDUCTION DATE- - see SECTION 2.8.1(a).

                  EBITDA means, with respect to any Computation period,
         Consolidated Net Income for such period before deducting Interest
         Expense, taxes, depreciation, amortization and excluding any non-cash
         charges resulting from any write-off of unamortized finance fees during
         such Computation Period, all calculated based on the assumption that
         each Acquisition made during such Computation Period had been made on
         the first day of such Computation Period, but excluding non-recurring
         private company expenses which are discontinued upon any such
         Acquisition, all as certified by Parent and agreed to by the Required
         Lenders.

                                      -4-
<PAGE>


                  INTEREST COVERAGE RATIO means the ratio for any Computation
         Period of (a) Consolidated Net Income before deducting Interest
         Expense, taxes, depreciation and amortization for such period, but
         excluding (i) pooling charges taken during such period and (ii) any
         non-cash charges resulting from any write-off of unamortized finance
         fees during such period, TO (b) Interest Expense for such period.

                  TERMINATION DATE means November 1, 2002.

                  U.S. L/C COMMITMENT means the commitment of the U.S. Issuing
         Lender to Issue, and the commitment of the U.S. Lenders severally to
         participate in, Letters of Credit from time to time Issued for the
         account of the Company under ARTICLE IV, in an aggregate Effective
         Amount not to exceed on any date the lesser of (a) the remainder of
         U.S.$6,000,000 minus the Effective Amount of all Letters of Credit
         issued for the account of Parent and (b) the amount of the combined
         U.S. Commitments; IT BEING UNDERSTOOD that the U.S. L/C Commitment is a
         part of the combined U.S. Commitments, rather than a separate,
         independent commitment.

         1.3      AMENDMENT TO SECTION 2.1.1. The first proviso to the first
sentence of Section 2.1.1 is amended in its entirety to read as follows:

         PROVIDED that, after giving effect to any Borrowing of U.S. Dollar
         Loans by the Company, (i) the Total Company Outstandings shall not
         exceed the amount of the combined U.S. Commitments and (ii) the
         Aggregate Borrowings shall not exceed the Aggregate Borrowing
         Commitment;

         1.4      AMENDMENT TO SECTION 2.1.2. The first proviso to the first
sentence of Section 2.1.2 is amended in its entirety to read as follows:

         PROVIDED that, after giving effect to any Borrowing of U.S. Dollar
         Loans by Parent, (i) the Total Parent Outstandings shall not exceed the
         amount of the combined Canadian Commitments and (ii) the Aggregate
         Borrowings shall not exceed the Aggregate Borrowing Commitment;

         1.5      AMENDMENT TO SECTION 2.2.1. The first proviso in Section
2.2.1 is amended in its entirety to read as follows:

         PROVIDED that, after giving effect to any Canadian Dollar Borrowing,
         (i) the Total Parent Outstandings shall not exceed the combined
         Canadian Commitments and (ii) the Aggregate Borrowings shall not exceed
         the Aggregate Borrowing Commitment;

         1.6      AMENDMENT TO SECTION 2.3.1. The first proviso in Section
2.3.1 is amended in its entirety to read as follows:

                                      -5-
<PAGE>


         PROVIDED that, after giving effect to any BA Borrowing, (i) the Total
         Parent Outstandings shall not exceed the combined Canadian Commitments
         and (ii) the Aggregate Borrowings shall not exceed the Aggregate
         Borrowing Commitment;

         1.7      AMENDMENT TO SECTION 2.7.1. Section 2.7.1 is amended by
deleting the reference to "SUBSECTION 2.8.1(a) or 2.8.2(a), respectively"
therein and substituting "Section 2.8.1 therefor.

         1.8      AMENDMENT TO SECTION 2.7.2. The first two sentences of Section
2.7.2 are amended in their entirety to read as follows:

         If, on any Computation Date: (a) the Total Parent Outstandings exceed
         the combined Canadian Commitments, then Parent shall immediately prepay
         Loans in an amount sufficient to eliminate such excess; or (b) the
         Aggregate Borrowings exceed the Aggregate Borrowing Commitment, then
         one or both Borrowers shall immediately prepay Loans in an amount
         sufficient to eliminate such excess. Any such prepayment shall be made
         in accordance with the provisions of Section 2.1.5 or 2.2.5, as
         applicable, except that such prepayment shall be required and not
         optional.

         1.9      AMENDMENT OF SECTIONS 2.8.1 and 2.8.2. Sections 2.8.1 and
2.8.2 are amended in their entirety to read as follows:

         2.8.1 MANDATORY REDUCTION OF COMMITMENTS. (a) The Commitments shall be
         reduced on each of the following dates (each a "COMMITMENT REDUCTION
         DATE"), pro rata (except for a non-pro rata reduction of the
         Commitments, on December 4, 2000) between the combined U.S. Commitments
         and the combined Canadian Commitments as in effect after the first
         Commitment Reduction Date, by an amount equal to the sum of (i) the
         amount (if any) by which the principal amount of the loans under the
         Term Loan Agreement would have been required to be repaid on such date
         absent the provisions of Section 2.2.5(c) of the Term Loan Agreement
         PLUS (ii) the amount set forth below opposite such date:

                                      -6-
<PAGE>


                   Date                                  Amount
                   ----                                  ------

                   December 4, 2000              U.S.$6,204,450
                   December 31, 2000                    765,000
                   March 31, 2001                       765,000
                   June 30, 2001                        765,000
                   September 30, 2001                   765,000
                   December 31, 2001                    765,000
                   March 31, 2002                       956,300
                   June 30, 2002                        956,300
                   September 30, 2002                   956,300

                  (b)      In addition, the Commitments shall be reduced, pro
         rata between the combined U.S. Commitments and the combined Canadian
         Commitments as in effect after the first Commitment Reduction Date, (i)
         within 90 days after the end of each Fiscal Year, by an amount equal to
         the sum of 78,795,550/103,000,000ths of Excess Cash Flow for such
         Fiscal Year; (ii) concurrently with the receipt by Parent or any of its
         Subsidiaries of any Net Cash Proceeds from any Asset Sale, any issuance
         of equity securities or of Debt described in CLAUSE (iii) of the
         definition of Subordinated Debt or any termination of any Hedging
         Agreement, by an amount equal to 78,795,550/103,000,000ths of such Net
         Cash Proceeds; and (iii) at the time of any reduction pursuant to
         CLAUSE (i) or (ii) above, by the amount (if any) by which the principal
         amount of the loans under the Term Loan Agreement would have been
         required to be repaid on such date pursuant to Section 2.2.5(b) of the
         Term Loan Agreement absent the provisions of Section 2.2.5(c) of the
         Term Loan Agreement. Notwithstanding the foregoing, no reduction of the
         Commitments shall be required to be made pursuant to CLAUSE (ii) or
         (iii) above on account of the receipt of any Net Cash Proceeds unless
         and until the aggregate amount of the all Net Cash Proceeds which have
         been received since December 4, 2000 which are required to be applied
         to reduce the Commitments and/or to prepay loans under the Term Loan
         Agreement, less the aggregate amount of all Net Cash Proceeds
         previously applied to reduce the Commitments pursuant to CLAUSE (ii) or
         (iii) above PLUS all Net Cash Proceeds previously applied to prepay
         loans under the Term Loan Agreement, equals or exceeds U.S.$100,000.

                  2.8.2    VOLUNTARY REDUCTION OF COMMITMENTS.

                           (a)      The Company may from time to time on at
                  least three Business Days' prior written notice received by
                  the U.S. Agent (which shall promptly advise each U.S. Lender
                  thereof) permanently reduce the amount of the combined U.S.
                  Commitments to an amount not less than the Total Company
                  Outstandings. Any such reduction shall be in an amount not
                  less than U.S.$30,000, PROVIDED that concurrently with such
                  reduction

                                      -7-
<PAGE>


                  the Company shall prepay the loans under the Term Loan
                  Agreement by an amount equal to 24,204,450/19,263,700ths of
                  the amount of such reduction and Parent shall reduce the
                  Canadian Commitments by an amount equal to
                  59,531,850/19,263,700ths of the amount of such reduction. The
                  Company may at any time on like notice terminate the U.S.
                  Commitments upon payment in full by the Company of all Loans
                  to the Company and all other obligations of the Company
                  hereunder and Cash Collateralization in full, pursuant to
                  documentation in form and substance reasonably satisfactory to
                  the U.S. Lenders, of all obligations (contingent or otherwise)
                  arising with respect to the Letters of Credit issued for the
                  account of the Company.

                           (b)      Parent may from time to time on at least
                  three Business Days' prior written notice received by the
                  Canadian Agent (which shall promptly advise each Canadian
                  Lender thereof) permanently reduce the amount of the combined
                  Canadian Commitments to an amount not less than the Total
                  Parent Outstandings. Any such reduction shall be in an amount
                  not less than U.S.$100,000, PROVIDED that concurrently with
                  such reduction the Company shall prepay the loans under the
                  Term Loan Agreement by an amount equal to
                  24,204,450/59,531,850ths of the amount of such reduction and
                  the Company shall reduce the U.S. Commitments by an amount
                  equal to 19,263,700/59,531,850ths of the amount of such
                  reduction. Parent may at any time on like notice terminate the
                  combined Canadian Commitments upon payment in full by Parent
                  of all Loans to Parent and all other obligations of Parent
                  hereunder and Cash Collateralization in full, pursuant to
                  documentation in form and substance reasonably satisfactory to
                  the Canadian Lenders, of all obligations (contingent or
                  otherwise) arising with respect to the Letters of Credit
                  issued for the account of Parent and of all obligations of
                  Parent in respect of outstanding Bankers' Acceptances and BA
                  Equivalent Notes.

         1.10     AMENDMENT TO SECTION 2.8.3. Section 2.8.3 is amended by (i)
deleting the reference to "SUBSECTION 2.8.1(b) or 2.8.2(b), respectively"
therein and substituting "SECTION 2.8.2" therefor and (ii) deleting the
reference to "SUBSECTION 2.8.1(a) or 2.8.2(a)" therein and substituting "SECTION
2.8.1" therefor.

         1.11     AMENDMENT TO SECTION 8.1.2. Section 8.1.2 is amended in its
entirety to read as follows:

                  8.1.2    INTERIM REPORTS. (a) Promptly when available and in
         any event within 45 days after the end of each Fiscal Quarter (except
         the last Fiscal Quarter) of each Fiscal Year, unaudited consolidated
         and consolidating balance sheets of Parent and its Subsidiaries as of
         the end of such Fiscal Quarter and unaudited consolidated and
         consolidating statements of earnings and cash flow for such Fiscal
         Quarter and for the period beginning with the first day of such Fiscal
         Year and ending on the last day of such

                                      -8-
<PAGE>


         Fiscal Quarter; (b) promptly when available and in any event within 30
         days after the end of each of the first two months of each Fiscal
         Quarter, unaudited consolidated balance sheets of Parent and its
         Subsidiaries as of the end of such month and unaudited consolidated
         statements of earnings for such month; (c) concurrently with each set
         of financial statements referred to in CLAUSE (a) or (b) above, (i) a
         certificate of the chief executive officer or the chief financial
         officer of Parent certifying that such financial statements (which may
         be prepared by Parent) fairly present the financial condition and
         results of operations of Parent and its Subsidiaries as of the dates
         and periods indicated, subject to changes resulting from normal
         year-end adjustments, (ii) a report from Parent's financial advisor as
         to the status of any potential issuance by Parent of equity or Debt
         which would satisfy the requirements of SUBSECTION 9.1(o), (iii) a
         report (or a column in the applicable financial statements) showing any
         variances from the forecast most recently provided pursuant to CLAUSE
         (d) below and (iv) a detailed report of Capital Expenditures and Asset
         Sales for the period then ended; and (d) concurrently with each set of
         financial statements referred to in CLAUSE (a) above, a copy of the
         forecast (including a projected consolidated and consolidating balance
         sheet, and projected statements of earnings and cash flow and updated
         projections) of Parent and its Subsidiaries for the following four
         Fiscal Quarters.

         1.12     AMENDMENT TO SECTION 8.1.3. Section 8.1.3 is amended by (i)
deleting the word "and" after the reference "SECTION 8.1.1" and inserting a ","
therefor and (ii) inserting the words "and each set of monthly statements"
after the words "quarterly statements" therein.

         1.13     ADDITION OF WEEKLY REPORTS. Section 8.1 is amended by
renumbering the existing Section 8.1.9 as 8.1.10 and inserting the following new
8.1.9:

                  8.1.9    WEEKLY REPORTS. Not later than the second Business
         Day of each week, a report outlining any major business development
         with respect to Parent or any Subsidiary and any significant progress
         made on the potential issuance of equity or Debt which would satisfy
         the requirements of SUBSECTION 9.1(o).

         1.14     AMENDMENT TO SECTION 8.6.2. The chart contained in Section
8.6.2 is amended in its entirety to read as follows:

             -------------------------------------------------
                 Computation                    Interest
                Period Ending:               Coverage Ratio
             -------------------------------------------------
                6/30/00 through 6/30/01       1.75 to 1.00
             -------------------------------------------------
                9/30/01 and thereafter        2.00 to 1.00
             -------------------------------------------------

         1.15     AMENDMENT TO SECTION 8.6.3. The chart contained in Section
8.6.3 is amended in its entirety to read as follows:

                                      -9-
<PAGE>


               -------------------------------------------------
                           Fiscal               Total Debt to
                      Quarter Ending:           EBITDA Ratio
               -------------------------------------------------
                  6/30/00 through 12/31/00      5.25 to 1.00
               -------------------------------------------------
                  3/31/01                       5.15 to 1.00
               -------------------------------------------------
                  6/30/01                       4.75 to 1.00
               -------------------------------------------------
                  9/30/01                       4.35 to 1.00
               -------------------------------------------------
                  12/31/01                      4.25 to 1.00
               -------------------------------------------------
                  3/31/02                       4.15 to 1.00
               -------------------------------------------------
                  6/30/02                       4.05 to 1.00
               -------------------------------------------------
                  9/30/02                       3.95 to 1.00
               -------------------------------------------------

         1.16     AMENDMENT TO SECTION 8.6.4. Section 8.6.4 is amended in its
entirety to read as follows:

                  8.6.4    TOTAL DEBT TO CAPITALIZATION. Not permit the ratio of
         (a) Total Debt to (b) the sum of Total Debt plus Adjusted Net Worth to
         exceed at any time 0.675 to 1.0.

         1.17     AMENDMENT TO SECTION 8.7. Section 8.7(h)(i) is amended by
deleting the reference to "U.S. $15,000,000" and substituting "U.S. $5,000,000"
therefor.

         1.18     AMENDMENT TO SECTION 8.11. Clause (d)(iv) of Section 8.11 is
amended in its entirety to read as follows:

                  (iv)     the Required Lenders have consented in writing to
         such Acquisition;

         1.19     AMENDMENT TO SECTION 8.12. Clause (c) of Section 8.12 is
amended by deleting the amount "U.S.$1,000,000" therein and substituting the
amount "U.S.$500,000" therefor.

         1.20     AMENDMENT TO SECTION 8.22. Section 8.22 is amended in its
entirety to read as follows:

                  8.22     CAPITAL EXPENDITURES. Not permit all Capital
         Expenditures (excluding, to the extent included in Capital
         Expenditures, (a) assets acquired in a Permitted Acquisition and (b) up
         to U.S.$1,000,000 of Capital Expenditures in any Fiscal Year ending
         after December 31, 2000 which Parent demonstrates, to the reasonable
         satisfaction of the Administrative Agent and the Syndication Agent,
         were required in connection with new municipal contracts entered into
         by

                                      -10-
<PAGE>


         Parent or a Subsidiary) during the period beginning June 30, 2000 and
         ending December 31, 2000 to exceed U.S.$5,000,000 and during any Fiscal
         Year thereafter to exceed U.S.$7,500,000.

         1.21     AMENDMENT TO SECTION 8.27. Section 8.27 is deleted in its
entirety.

         1.22     ADDITION TO SECTION 9. 1. Section 9.1 is amended by adding the
following new CLAUSES (o), (p) and (q):

                  (o)      RECAPITALIZATION TRANSACTIONS. (i) Failure by Parent
         to receive, prior to June 1, 2001, Net Cash Proceeds in a Dollar
         Equivalent amount equal to or greater than the Junior Capital Amount
         (as defined below) from the issuance of either (x) equity or (y) Debt
         of the type described in CLAUSE (iii) of the definition of Subordinated
         Debt; or (ii) failure by Parent to deliver to the Lenders, prior to
         March 15, 2001, a binding commitment letter from one or more financing
         sources, reasonably acceptable to the U.S. Agent and the Required
         Lenders, to provide equity or Debt meeting the requirements of the
         foregoing CLAUSE (i). For purposes of the foregoing, "Junior Capital
         Amount" means U.S.$25,000,000 MINUS the lesser of U.S.$5,000,000 and
         50% of the aggregate amount of Net Cash Proceeds received from Asset
         Sales on or prior to January 31, 2001.

                  (p)      FINANCIAL ADVISOR. Failure by Parent to retain prior
         to December 15, 2000, and at all times thereafter (unless the Required
         Lenders otherwise consent or the requirements of SUBSECTION (o) above
         have been satisfied) to continue to retain, a financial advisor
         reasonably acceptable to the Required Lenders for the purpose of
         raising equity or Debt which meets the requirements of SUBSECTION (o)
         above.

                  (q)      REFINANCING. Failure by Parent to deliver to the
         Lenders, prior to August 1, 2002, a binding commitment letter from one
         or more lenders, reasonably acceptable to the U.S. Agent and the
         Required Lenders, in an amount sufficient to repay in full all
         outstanding Loans and other obligations of the Borrowers hereunder.

         1.23     AMENDMENT OF SCHEDULES 1.1.A, 1.1.B and 1.1.C. Schedule 1.1.A,
Schedule 1.1.B and Schedule 1.1C to the Credit Agreement shall each be amended
in its entirety by substituting SCHEDULE 1.1A, SCHEDULE 1.1B and SCHEDULE 1.1C
hereto therefor, respectively.

         SECTION 2. REPRESENTATIONS AND WARRANTIES. Parent and the Company
represent and warrant to each Agent and each Lender that: (a) after giving
effect hereto, the representations and warranties made in Section 7 of the
Credit Agreement are true and correct in all material respects on and as of the
Amendment Effective Date with the same effect as if made on and as of the
Amendment Effective Date; (b) except for any such event which will be cured upon
the effectiveness hereof, no Event of Default or Unmatured Event of Default
exists or will result from the effectiveness of this Amendment; (c) the
execution and delivery by Parent and the Company of this Amendment and the
performance by Parent and the Company of their respective obligations under the
Credit Agreement as amended hereby (as so amended, the

                                      -11-
<PAGE>


"AMENDED CREDIT AMENDMENT") (i) are within such Borrower's power, (ii) have been
duly authorized by all necessary action, (iii) have received all necessary
approval from any governmental agency or authority and (iv) do not and will not
contravene or conflict with any provision of law or of any provision of such
Borrower's Organization Documents or of any agreement or instrument binding on
such Borrower or any court or administrative order or decree applicable to such
Borrower, (e) the Amended Credit Agreement is the legal, valid and binding
obligation of such Borrower, enforceable against such Borrower in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability; and (f)
Parent has previously delivered to each Lender a true and correct copy of the
employment contract between Parent and each of Al Loopstra, David Langille,
George Boothe and Dennis Nolan, and each such contract is in full force and
effect on the date hereof.

         SECTION 3. WAIVER. Subject to the occurrence of the Amendment Effective
Date, the Required Lenders hereby waive Parent's non-compliance with Sections
8.6.2 and 8.6.3 of the Credit Agreement as in effect prior to the Amendment
Effective Date for any period ending prior to the date of this Amendment but not
any non-compliance with such Sections 8.6.2 and 8.6.3 as in effect after the
Amendment Effective Date.

         SECTION 4. EFFECTIVENESS OF AMENDMENT. This Amendment shall become
effective on December 4, 2000 (the "AMENDMENT EFFECTIVE DATE") if on or before
such date the U.S. Agent has received (i) counterparts of this Amendment
executed by Parent, the Company, the Required Lenders, the U.S. Agent and the
Canadian Agent, (ii) a Confirmation in the form of EXHIBIT A hereto signed by
Parent, the Company and all of the Parent's other Subsidiaries, (iii) copies of
resolutions of the board of directors (or other appropriate governing body) of
each of Parent and the Company, respectively, authorizing the transactions
contemplated hereby, certified by the Secretary or an Assistant Secretary (or
other appropriate representative) of Parent or the Company, as the case may be,
(iv) an opinion of Hodgson Russ Andrews Woods & Goodyear, LLP, U.S. counsel to
Parent and the Company, substantially in the form of EXHIBIT B hereto, (v) an
opinion of Torys, Ontario counsel to Parent, substantially in the form of
EXHIBIT C hereto, (vi) an amendment fee for each Lender that executes a
counterpart hereof on or before 4:00 p.m. (Chicago time) on December 1, 2000 in
an amount equal to 0.50% of such Lender's Commitment after giving effect hereto
and (vii) any additional amounts payable resulting from the amendment to
Schedule 1.1C set forth herein, it being understood that the amendment to
Schedule 1.1C shall be deemed effective as of August 14, 2000.

         SECTION 5. MISCELLANEOUS.

         5.1      INTEREST PERIODS. Notwithstanding any other provision of the
Amended Credit Agreement, (a) prior to the receipt by Parent of equity or
Subordinated Debt which meets the requirements of subsection 9.1 (o) of the
Amended Credit Agreement, no Interest Period shall extend beyond June 1, 2001,
(b) no Interest Period for any Offshore Rate Loan shall be longer than three
months and (c) no Bankers' Acceptance or BA Equivalent Note shall have a term of
more than three months.

                                      -12-
<PAGE>


         5.2      CAPTIONS. Section captions used in this Amendment are for
convenience only and shall not affect the construction of this Amendment.

         5.3      GOVERNING LAW, SEVERABILITY. THIS AMENDMENT SHALL BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE ENTIRELY PERFORMED IN SAID STATE. Wherever possible
each provision of this Amendment shall be interpreted in such manner as to be
effective and valid under applicable laws, but if any provision of this
Amendment shall be prohibited by or invalid under such laws, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.

         5.4      COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.

         5.5      SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
the parties hereto and their respective successors and assigns, and shall inure
to the sole benefit of the parties hereto and the successors and assigns of each
Agent and each Lender.

         5.6      CONTINUED EFFECTIVENESS. Except as specifically provided
herein, the Credit Agreement and the other Loan Documents shall remain
unmodified and are specifically confirmed to be in full force and effect. Upon
effectiveness of this Amendment, all references in the Credit Agreement and in
the other Loan Documents to "Credit Agreement" or the like shall refer to the
Credit Agreement as hereby amended.

         5.7      FURTHER ASSURANCES. The Parent agrees to cause the obligations
of the Company and its Subsidiaries under the Loan Documents to be secured by
each motor vehicle owned by Parent and its Subsidiaries, including those motor
vehicles subject to a statute requiring notation on a certificate of title to
perfect a security interest in such vehicle.

                        [SIGNATURES BEGIN ON NEXT PAGE]

                                      -13-
<PAGE>


Delivered at Chicago, Illinois, as of the day and year first above written.

                                   CAPITAL ENVIRONMENTAL RESOURCE,
                                   INC./RESSOURCES ENVIRONNEMENTALES
                                   CAPITAL INC.

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


                                   CERI, L.P.
                                   By: 1312654 Ontario Inc., its General Partner

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


                                   BANK OF AMERICA, N.A. as U.S. Agent

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


                                   BANK OF AMERICA CANADA,
                                   as Canadian Agent

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


                                   COMERICA BANK, as a U.S. Lender

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

                                       S-1
<PAGE>


                                  LASALLE BANK NATIONAL ASSOCIATION, as
                                  a U.S. Lender

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


                                  UNION BANK OF CALIFORNIA, as a U.S. Lender

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


                                  BANK OF AMERICA, N.A., as an Issuing Lender

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


                                  BANK OF AMERICA CANADA, as a Canadian
                                  Lender and as an Issuing Lender

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


                                  CANADIAN IMPERIAL BANK OF COMMERCE,
                                  as a Canadian Lender and as Syndication Agent

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

                                      S-2
<PAGE>


                                  CREDIT SUISSE FIRST BOSTON CANADA, as a
                                  Canadian Lender

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

                                      S-3
<PAGE>


                                 SCHEDULE 1.1.A

                       U.S. COMMITMENTS, PRO RATA SHARES
                                AND PERCENTAGES

================================================================================
U.S. LENDER                           U.S. COMMITMENT*       U.S. PRO RATA SHARE
--------------------------------------------------------------------------------
LaSalle Bank National Association     U.S.  $2,407,962.50             12.5%
--------------------------------------------------------------------------------
Union Bank of California              U.S.  $9,631,850.00             50.0%
--------------------------------------------------------------------------------
Comerica Bank                         U.S.  $7,223,887.50             37.5%
--------------------------------------------------------------------------------
TOTALS                                U.S. $19,263,700.00            100.0%
================================================================================


*As in effect after the frst Commitment Reduction Date.

<PAGE>


                                 SCHEDULE 1.1.B

                     CANADIAN COMMITMENTS, PRO RATA SHARES
                                AND PERCENTAGES

================================================================================
                                                                    CANADIAN
         CANADIAN LENDER              CANADIAN COMMITMENT*       PRO RATA SHARE
--------------------------------------------------------------------------------
Bank of America Canada                 U.S.$19,462,335.58         32.69230769%
--------------------------------------------------------------------------------
Canadian Imperial Bank of Commerce     U.S.$26,331,395.19         44.23076923%
--------------------------------------------------------------------------------
Credit Suisse First Boston Canada      U.S.$13,738,119.23         23.07692308%
--------------------------------------------------------------------------------
TOTALS                                 U.S.$59,531,850.00                 100%
================================================================================

*As in effect after the first Commitment Reduction Date.

<PAGE>


                                 SCHEDULE 1.1.C
                                PRICING SCHEDULE

         The Applicable Margin, the Stamping Fee Rate and the rate for Letter of
Credit fees and non-use fees shall be determined based on the applicable Senior
Debt to EBITDA Ratio as set forth below.

<TABLE>
<CAPTION>
=================================================================================================================================
                                            APPLICABLE MARGIN
                                               FOR OFFSHORE
                                            U.S. DOLLAR LOANS
                                               AND OFFSHORE
                                             CANADIAN DOLLAR
                                             LOANS, STAMPING       APPLICABLE
                                                 FEE RATE       MARGIN FOR BASE
                                               AND RATE FOR        RATE LOANS        APPLICABLE       RATE FOR
                                                 FINANCIAL      TO COMPANY AND    MARGIN FOR BASE  NON-FINANCIAL    RATE FOR
             SENIOR DEBT                     LETTER OF CREDIT      PRIME RATE      RATE LOANS TO     LETTER OF      NON-USE
          TO EBITDA RATIO                          FEES              LOANS             PARENT       CREDIT FEES       FEES
---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                   <C>               <C>                <C>            <C>            <C>
Level I     less than 3.00 to 1.0                  3.00%             1.50%              2.00%          1.500%         0.50%
---------------------------------------------------------------------------------------------------------------------------------
Level II    greater than or equal to
            3.00 to 1.0 but less than
            3.25 to 1.0                            3.25%             1.75%              2.25%          1.625%         0.50%
---------------------------------------------------------------------------------------------------------------------------------
Level III   greater than or equal to
            3.25 to 1.0 but less than
            3.50 to 1.0                            3.50%             2.00%              2.50%          1.750%         0.50%
---------------------------------------------------------------------------------------------------------------------------------
Level IV    greater than or equal to
            3.50 to 1.0 but less than
            3.75 to 1.0                            3.75%             2.25%              2.75%          1.875%         0.50%
---------------------------------------------------------------------------------------------------------------------------------
Level V     greater than or equal to
            3.75 to 1.0 but less than
            4.25 to 1.0                            4.00%             2.50%              3.00%          2.000%         0.50%
---------------------------------------------------------------------------------------------------------------------------------
Level VI    greater than or equal to
            4.25 to 1.0 but less than
            4.75 to 1.0                            4.25%             2.75%              3.25%          2.125%         0.50%
---------------------------------------------------------------------------------------------------------------------------------
Level VII   greater than or equal to
            4.75 to 1.0                            4.50%             3.00%              3.50%          2.250%         0.50%
=================================================================================================================================
</TABLE>

         The Applicable Margin, the Stamping Fee Rate and the rate for Letter of
Credit fees and non-use fees shall be adjusted, to the extent applicable, 45
days (or, in the case of the last Fiscal Quarter of any Fiscal Year, 90 days)
after the end of each Fiscal Quarter based on the Senior Debt to EBITDA Ratio as
of the last day of such Fiscal Quarter; PROVIDED that if Parent fails to deliver
the financial statements required by SECTION 8.1 and the related compliance
certificate in the form of EXHIBIT C by the due date therefor, the Applicable
Margin, the Stamping Fee Rate and the rate for Letter of Credit fees and non-use
fees that would apply at Level VII shall be applicable from such due date until
such financial statements are delivered.

<PAGE>

                                THIRD AMENDMENT

         THIS THIRD AMENDMENT (this "AMENDMENT") dated as of December 4, 2000
amends the Term Loan Agreement dated as of November 26, 1999 (as previously
amended, the ("AGREEMENT") among CAPITAL ENVIRONMENTAL RESOURCE INC./RESSOURCES
ENVIRONNEMENTALES CAPITAL INC., an Ontario corporation (the "BORROWER"), various
financial institutions and BANK OF AMERICA, N.A., as Agent. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Agreement.

         WHEREAS, the Borrower, the Lenders and the Agent have entered into the
Agreement; and

         WHEREAS, the parties hereto desire to amend the Agreement;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

         SECTION 1. AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below), the Agreement shall be amended
as set forth below:

         1.1      ADDITION OF NEW DEFINITIONS. The following new definitions are
added to Section  1.1 in appropriate alphabetical sequence:

                  ADJUSTED WORKING CAPITAL means at any time the excess of:

                  (a) (i) the consolidated current assets of the Borrower and
         its Subsidiaries LESS (ii) the amount of cash and cash equivalents
         included in such consolidated current assets;

         OVER

                  (b) (i) the consolidated current liabilities of the Borrower
         and its Subsidiaries LESS (ii) to the extent included in such
         consolidated current liabilities, all Short-Term Debt of the Borrower
         and its Subsidiaries PLUS any portion of Long-Term Debt of the
         Borrower and its Subsidiaries which is payable within one year from the
         date of determination.

                  ASSET SALE means the sale or other disposition by the Borrower
         or any Subsidiary to any Person (other than the Borrower or any
         Subsidiary) of any asset or rights of the Borrower or such Subsidiary
         (including any sale or other disposition of stock of any Subsidiary,
         whether by merger, consolidation or otherwise, but EXCLUDING (i) sales
         of


<PAGE>


         inventory in the ordinary course of business and (ii) transactions
         governed by SUBSECTION 7.11(a) or (c)).

                  CAPITAL EXPENDITURES means all expenditures which, in
         accordance with GAAP, would be required to be capitalized and shown on
         the consolidated balance sheet of the Borrower and its Subsidiaries,
         but excluding expenditures made in connection with the replacement or
         restoration of assets to the extent financed (i) from insurance
         proceeds (or other similar recoveries) paid on account of the loss of
         or damage to the assets being replaced or restored or (ii) with awards
         of compensation arising from the taking by eminent domain or
         condemnation of the assets being replaced.

                  EXCESS CASH FLOW means, for any period, the remainder of

                  (a) Consolidated Net Income for such period before deducting
         cash Interest Expense, taxes, depreciation, amortization,

                  LESS

                  (b) the total (without duplication) of

                           (i)      regularly scheduled principal payments
                  (including the portion of all payments under capital leases
                  which is attributable to principal) arising with respect to
                  any Long-Term Debt (including this Agreement) of the Borrower
                  and its Subsidiaries made during such period (other than the
                  payment of principal under the Term Loan Agreement on December
                  4, 2000),

                  PLUS

                           (ii)     the amount of any reduction of the
                  commitments made pursuant to Section 2.8.1(a) (other than
                  the reduction on December 4, 2000) or 2.8.2 of the Existing
                  Credit Agreement and the amount of all prepayments made
                  pursuant to SECTION 2.2.4 during such period,

                  PLUS

                           (iii)    all income taxes paid by the Borrower and
                  its Subsidiaries during such period,

                  PLUS

                           (iv)     cash Interest Expense of the Borrower and
                  its Subsidiaries during such period,

                  PLUS

                                      -2-
<PAGE>


                           (v)      all Capital Expenditures made in cash during
                  such period,

                  PLUS

                           (vi)     any increase in Adjusted Working Capital
                  during such period,

                  LESS

                           (vii)    any decrease in Adjusted Working Capital
                  during such period.

                  LONG-TERM DEBT means all Funded Debt which matures more than
         one year after the date of determination or which is renewable or
         extendable at the option of the obligor to a date which is more than
         one year after the date of determination.

                  TRIGGERING EVENT DISPOSITION means an Asset Sale (or series of
         related Asset Sales) which results in the sale or other disposition of
         assets which (i) represent more than 50% of the net book value of all
         assets of the Borrower and its Subsidiaries or (ii) generated more than
         50% of the consolidated revenues of the Borrower and its Subsidiaries
         during the preceding Fiscal Year.

                  TRIGGERING EVENT OFFER - see SUBSECTION 2.2.5(d).

                  NET CASH PROCEEDS means:

                           (a)      with respect to any Asset Sale, the
                  aggregate cash proceeds (including cash proceeds received by
                  way of deferred payment of principal pursuant to a note,
                  installment receivable or otherwise, but only as and when
                  received) received by the Borrower or any Subsidiary pursuant
                  to such Asset Sale, net of (i) the direct costs relating to
                  such Asset Sale (including sales commissions and legal,
                  accounting and investment banking fees), (ii) taxes paid or
                  reasonably estimated by the Borrower to be payable as a result
                  thereof (after taking into account any available tax credits
                  or deductions and any tax sharing arrangements), (iii) amounts
                  required to be applied to the repayment of any Debt secured by
                  a Lien on the asset subject to such Asset Sale (other than
                  Debt hereunder), and (iv) any cash proceeds which the Borrower
                  certifies to the Agent are to be used, and which are used,
                  within 30 days after such Asset Sale to purchase replacement
                  assets which perform the same or a similar function;

                           (b)      with respect to any issuance of equity
                  securities or Subordinated Debt described in CLAUSE (iii) of
                  the definition thereof, the aggregate cash proceeds received
                  by the Borrower or any Subsidiary pursuant to such issuance,
                  net of the direct costs relating to such issuance (including
                  sales and underwriter's

                                      -3-
<PAGE>


                  discounts and commissions, upfront fees and legal, accounting
                  and investment banking fees); and

                           (c)      with respect to the termination of any
                  Hedging Agreement, the aggregate cash proceeds received by the
                  Borrower or any Subsidiary pursuant to such termination, net
                  of any direct costs relating to such termination.

                  SENIOR DEBT TO EBITDA RATIO means as of the last day of any
         Fiscal Quarter, the ratio of: (i) all Funded Debt of the Borrower and
         its Subsidiaries as of such day to (ii) EBITDA for the Computation
         Period ending on such day (other than Debt of the type described in
         CLAUSE (iii) of the definition of Subordinated Debt).

                  SHORT-TERM DEBT means all Funded Debt other than Long-Term
         Debt.

         1.2      AMENDMENT OF DEFINITIONS. The definitions of "EBITDA" and
"Interest Coverage Ratio" set forth in Section 1.1 are amended in their entirety
to read as follows, respectively:

                  EBITDA means, with respect to any Computation Period,
         Consolidated Net Income for such period before deducting Interest
         Expense, taxes, depreciation, amortization and excluding any non-cash
         charges resulting from any write-off of unamortized finance fees during
         such Computation Period, all calculated based on the assumption that
         each Acquisition made during such Computation Period had been made on
         the first day of such Computation Period, but excluding non-recurring
         private company expenses which are discontinued upon any such
         Acquisition, all as certified by the Borrower and agreed to by the
         Required Lenders.

                  INTEREST COVERAGE RATIO means the ratio for any Computation
         Period of (a) Consolidated Net Income before deducting Interest
         Expense, taxes, depreciation and amortization for such period, but
         excluding (i) pooling charges taken during such period and (ii) any
         non-cash charges resulting from any write-off of unamortized finance
         fees during such period, TO (b) Interest Expense for such period.

         1.3      AMENDMENT OF SECTION 2.2.4. The first sentence in Section
2.2.4 is amended in its entirety to read as follows:

         Subject to SECTION 4.4, the Borrower may, from time to time, ratably
         prepay the Loans in whole or in part, in an aggregate amount of
         U.S.$40,000, PROVIDED that concurrently with such prepayment the
         Borrower shall permanently reduce the amount of the commitments under
         the Existing Credit Agreement by an amount equal to the product of (x)
         the amount of such prepayment multiplied by (y) a fraction, the
         numerator of which is 78,795,550 and the denominator of which is
         24,204,450.

                                      -4-
<PAGE>


         1.4      AMENDMENT OF SECTION 2.2.5. Section 2.2.5 is amended in its
entirety to read as follows:

                  2.2.5    REPAYMENT OF LOANS. (a) The Loans of each Lender
         shall be repaid in installments on the dates set forth below, in each
         case in such Lender's Pro Rata Share (as in effect after December 4,
         2000) of the aggregate principal amount of the Loans to be repaid on
         the applicable date.

                  Date                                  Amount
                  ----                                  ------

                  December 4, 2000                U.S.$795,550
                  December 31, 2000                    235,000
                  March 31, 2001                       235,000
                  June 30, 2001                        235,000
                  September 30, 2001                   235,000
                  December 31, 2001                    235,000
                  March 31, 2002                       293,700
                  June 30, 2002                        293,700
                  September 30, 2002                   293,700
                  November 1, 2002                   3,398,350


                  (b)      In addition, the Borrower shall prepay the Loans
         ratably (i) within 90 days after the end of each Fiscal Year, by an
         amount equal to 24,204,450/103,000,000ths of Excess Cash Flow for such
         Fiscal Year; and (ii) concurrently with the receipt by the Borrower or
         any of its Subsidiaries of any Net Cash Proceeds from any Asset Sale,
         any issuance of equity securities or of Debt described in CLAUSE (iii)
         of the definition of Subordinated Debt or any termination of any
         Hedging Agreement, by an amount equal to 24,204,450/103,000,000ths of
         such Net Cash Proceeds. Notwithstanding the foregoing, no prepayment of
         the Loans shall be required to be made pursuant to CLAUSE (ii) above on
         account of the receipt of any Net Cash Proceeds unless and until the
         aggregate amount of the all Net Cash Proceeds which have been received
         since December 4, 2000 which are required to be applied to prepay Loans
         and/or reduce the commitments under the Existing Credit Agreement, less
         the aggregate amount of all Net Cash Proceeds previously applied to
         prepay Loans pursuant to CLAUSE (ii) above PLUS all Net Cash Proceeds
         previously applied to reduce the commitments under the Existing Credit
         Agreement, equals or exceeds U.S.$100,000.

                  (c)      Notwithstanding the foregoing provisions of this
         SECTION 2.2.5, no payment of the Loans shall be required prior to
         November 27, 2004 to the extent that after giving effect to such
         payment the aggregate amount of the Loans required to be prepaid
         pursuant to this SECTION 2.2.5 (excluding any prepayment resulting from

                                      -5-
<PAGE>


         acceptance of a Triggering Event Offer) would be greater than 25% of
         the aggregate original principal amount of the Loans.

                  (d)      Notwithstanding SUBSECTION 2.2.5(c), if a Triggering
         Event Disposition occurs, the Borrower shall promptly (and in any event
         within two Business Days) make an offer in writing to the Agent to
         repay Loans ratably using 24,204,450/103,000,000ths of the Net Cash
         Proceeds of such Triggering Event Disposition (a "TRIGGERING EVENT
         OFFER"). If the Agent (acting with the consent of the Required Lenders)
         notifies the Borrower in writing of its acceptance of a Triggering
         Event Offer within five Business Days after its receipt of such
         Triggering Event Offer, the Borrower shall, within one Business Day of
         the Agent's acceptance of such Triggering Event Offer, use
         24,204,450/103,000,000ths of the Net Cash Proceeds of the applicable
         Triggering Event Disposition to ratably repay Loans. If the Agent does
         not accept a Triggering Event Offer within five Business Days after its
         receipt of a Triggering Event Offer, such Triggering Event Offer shall
         be deemed rejected and the Company shall have no obligation to repay
         Loans with the Net Cash Proceeds of the applicable Triggering Event
         Disposition.


         1.5      AMENDMENT TO SECTION 7.1.2. Section 7.1.2 is amended in its
entirety to read as follows:

                  7.1.2    INTERIM REPORTS. (a) Promptly when available and in
         any event within 45 days after the end of each Fiscal Quarter (except
         the last Fiscal Quarter) of each Fiscal Year, unaudited consolidated
         and consolidating balance sheets of the Borrower and its Subsidiaries
         as of the end of such Fiscal Quarter and unaudited consolidated and
         consolidating statements of earnings and cash flow for such Fiscal
         Quarter and for the period beginning with the first day of such Fiscal
         Year and ending on the last day of such Fiscal Quarter; (b) promptly
         when available and in any event within 30 days after the end of each of
         the first two months of each Fiscal Quarter, unaudited consolidated
         balance sheets of the Borrower and its Subsidiaries as of the end of
         such month and unaudited consolidated statements of earnings for such
         month; (c) concurrently with each set of financial statements referred
         to in CLAUSE (a) or (b) above, (i) a certificate of the chief executive
         officer or the chief financial officer of the Borrower, certifying that
         such financial statements (which may be prepared by the Borrower)
         fairly present the financial condition and results of operations of the
         Borrower and its Subsidiaries as of the dates and periods indicated,
         subject to changes resulting from normal year-end adjustments, (ii) a
         report from the Borrower's financial advisor as to the status of any
         potential issuance by the Borrower of equity or Debt which would
         satisfy the requirements of SUBSECTION 8.1(o), (iii) a report (or a
         column in the applicable financial statements) showing any variances
         from the forecast most recently provided pursuant to CLAUSE (d) below
         and (iv) a detailed report of Capital Expenditures and Asset Sales for
         the period then ended; and (d) concurrently with each set of financial
         statements referred to in CLAUSE (a) above, a copy of the forecast
         (including a projected consolidated and consolidating balance sheet,

                                      -6-
<PAGE>


         and projected statements of earnings and cash flow and updated
         projections) of the Borrower and its Subsidiaries for the following
         four Fiscal Quarters.

         1.6      AMENDMENT TO SECTION 7.1.3. Section 7.1.3 is amended by (i)
deleting the word "and" after the reference "SECTION 7.1.1" and inserting a ","
therefor and (ii) inserting the words "and each set of monthly statements" after
the words "quarterly statements" therein.

         1.7      ADDITION OF WEEKLY REPORTS. Section 7.1 is amended by
renumbering the existing Section 7.1.9 as 7.1.10 and inserting the following new
7.1.9:

                  7.1.9    WEEKLY REPORTS. Not later than the second Business
         Day of each week, a report outlining any major business development
         with respect to the Borrower or any Subsidiary and any significant
         progress made on the potential issuance of equity or Debt which would
         satisfy the requirements of SUBSECTION 8.1(o).

         1.8      AMENDMENT TO SECTION 7.6.2. The chart contained in Section
7.6.2 is amended in its entirety to read as follows:

              ---------------------------------------------------
                COMPUTATION                          INTEREST
               PERIOD ENDING:                     COVERAGE RATIO
              ---------------------------------------------------
               6/30/00 through 6/30/01             1.75 to 1.00
              ---------------------------------------------------
               9/30/01 and thereafter              2.00 to 1.00
              ---------------------------------------------------

         1.9      AMENDMENT TO SECTION 7.6.3. The chart contained in Section
7.6.3 is amended in its entirety to read as follows:

              ---------------------------------------------------
                   FISCAL                          TOTAL DEBT TO
               QUARTER ENDING:                     EBITDA RATIO
              ---------------------------------------------------
               6/30/00 through 12/31/00            5.25 to 1.00
              ---------------------------------------------------
               3/31/01                             5.15 to 1.00
              ---------------------------------------------------
               6/30/01                             4.75 to 1.00
              ---------------------------------------------------
               9/30/01                             4.35 to 1.00
              ---------------------------------------------------
               12/31/01                            4.25 to 1.00
              ---------------------------------------------------
               3/31/02                             4.15 to 1.00
              ---------------------------------------------------
               6/30/02                             4.05 to 1.00
              ---------------------------------------------------
               9/30/02 and thereafter              3.95 to 1.00
              ---------------------------------------------------

                                      -7-
<PAGE>


         1.10     AMENDMENT TO SECTION 7.6.4. Section 7.6.4 is amended in its
entirety to read as follows:

                  7.6.4    TOTAL DEBT TO CAPITALIZATION. Not permit the ratio of
         (a) Total Debt to (b) the sum of Total Debt plus Adjusted Net Worth to
         exceed at any time 0.675 to 1.0.

         1.11     AMENDMENT TO SECTION 7.7. Section 7.7(h)(i) is amended by
deleting the reference to "U.S.$15,000,000" and substituting "U.S.$5,000,000"
therefor.

         1.12     AMENDMENT TO SECTION 7.11. Clause (d)(iv) of Section 7.11 is
amended in its entirety to read as follows:

                  (iv)     the Required Lenders have consented in writing to
         such Acquisition;

         1.13     AMENDMENT TO SECTION 7.12. Clause (c) of Section 7.12 is
amended by deleting the amount "U.S.$1,000,000" therein and substituting the
amount "U.S.$500,000" therefor.

         1.14     AMENDMENT TO SECTION 7.22. Section 7.22 is amended in its
entirety to read as follows:


                  7.22     CAPITAL EXPENDITURES. Not permit all Capital
         Expenditures (excluding, to the extent included in Capital
         Expenditures, (a) assets acquired in a Permitted Acquisition and (b) up
         to U.S.$1,000,000 of Capital Expenditures in any Fiscal Year ending
         after December 31, 2000 which the Borrower demonstrates, to the
         reasonable satisfaction of the Agent, were required in connection with
         new municipal contracts entered into by the Borrower or a Subsidiary)
         during the period beginning June 30, 2000 and ending December 31, 2000
         to exceed U.S.$5,000,000 and during any Fiscal Year thereafter to
         exceed U.S.$7,500,000.

         1.15     AMENDMENT TO SECTION 7.27. Section 7.27 is deleted in its
entirety.

         1.16     ADDITION TO SECTION 8.1. Section 8.1 is amended by adding the
following new clauses (o), (p) and (q):

                  (o)      RECAPITALIZATION TRANSACTIONS. (i) Failure by the
         Borrower to receive, prior to June 1, 2001, Set Cash Proceeds in a
         Dollar Equivalent amount equal to or greater than the Junior Capital
         Amount (as defined below) from the issuance of either (x) equity or (y)
         Debt of the type described in CLAUSE (iii) of the definition of
         Subordinated Debt; or (ii) failure by the Borrower to deliver to the
         Lenders, prior to March 15, 2001, a binding commitment letter from one
         or more financing sources, reasonably acceptable to the Agent and the
         Required Lenders, to provide equity or Debt meeting the requirements of
         the foregoing CLAUSE (i). For purposes of the foregoing, "Junior
         Capital Amount"

                                      -8-
<PAGE>


         means U.S.$25,000,000 MINUS the lesser of U.S.$5,000,000 and 50% of
         the aggregate amount of Net Cash Proceeds received from Asset Sales on
         or prior to January 31, 2001.

                  (p)      FINANCIAL ADVISOR. Failure by the Borrower to retain
         prior to December 15, 2000, and at all times thereafter (unless the
         Required Lenders otherwise consent or the requirements of SUBSECTION
         (o) above have been satisfied) to continue to retain, a financial
         advisor reasonably acceptable to the Required Lenders for the purpose
         of raising equity or Debt which meets the requirements of SUBSECTION
         (o) above.

                  (q)      TRIGGERING EVENT OFFER. Failure by the Borrower to
         make a Triggering Event Offer in accordance with SECTION 2.2.5(d); or
         failure by the Borrower to use 24,204,450/103,000,000ths of the Net
         Cash Proceeds of a Triggering Event Disposition to repay Loans in
         accordance with SECTION 2.2.5(d) if a related Triggering Event Offer
         has been accepted by the Agent.

         1.17     AMENDMENT OF SCHEDULES 1.1A and 1.1B. Schedule 1.1A and
Schedule 1.1B to the Agreement shall each be amended in its entirety by
substituting SCHEDULE 1.1A and SCHEDULE 1.1B hereto therefor, respectively.

         SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Agent and each Lender that: (a) after giving effect hereto, the
representations and warranties made in Section 6 of the Agreement are true and
correct in all material respects on and as of the Amendment Effective Date with
the same effect as if made on and as of the Amendment Effective Date; (b) except
for any such event which will be cured upon the effectiveness hereof, no Event
of Default or Unmatured Event of Default exists or will result from the
effectiveness of this Amendment; (c) the execution and delivery by the Borrower
of this Amendment and the performance by the Borrower of its obligations under
the Agreement as amended hereby (as so amended, the "AMENDED AGREEMENT") (i) are
within such Borrower's power, (ii) have been duly authorized by all necessary
action, (iii) have received all necessary approval from any governmental agency
or authority and (iv) do not and will not contravene or conflict with any
provision of law or of any provision of such Borrower's Organization Documents
or of any agreement or instrument binding on such Borrower or any court or
administrative order or decree applicable to such Borrower; (e) the Amended
Agreement is the legal, valid and binding obligation of such Borrower,
enforceable against such Borrower in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability and (f) the Borrower has previously
delivered to each Lender a true and correct copy of the employment contract
between the Borrower and each of Al Loopstra, David Langille, George Boothe and
Dennis Nolan, and each such contract is in full force and effect on the date
hereof.

         SECTION 3. WAIVER. Subject to the occurrence of the Amendment Effective
Date, the Required Lenders hereby waive the Borrower's non-compliance with
Sections 7.6.2 and 7.6.3 of the Agreement as in effect prior to the Amendment
Effective Date for any period ending

                                      -9-
<PAGE>


prior to the date of this Amendment but not any non-compliance with such
Sections 7.6.2 and 7.6.3 as in effect after the Amendment Effective Date.

         SECTION 4. EFFECTIVENESS OF AMENDMENT. This Amendment shall become
effective on December 4, 2000 (the "AMENDMENT EFFECTIVE DATE") if on or before
such date the Agent has received (i) counterparts of this Amendment executed by
the Borrower, the Required Lenders, and the Agent, (ii) a Confirmation in the
form of EXHIBIT A hereto signed by the Borrower and its Subsidiaries, (iii)
copies of resolutions of the board of directors of the Borrower authorizing the
transactions contemplated hereby, certified by the Secretary or Assistant
Secretary of the Borrower, (iv) an opinion of Hodgson Russ Andrews Woods &
Goodyear, LLP, U.S. counsel to the Borrower, substantially in the form of
EXHIBIT B hereto, (v) an opinion of Torys, Ontario counsel to the Borrower,
substantially in the form of EXHIBIT C hereto, (vi) an amendment fee for each
Lender that executes a counterpart hereof on or before 4:00 p.m. (Chicago time)
on December 1, 2000 in an amount equal to 0.50% of such Lender's Loan after
giving effect hereto and (vii) any additional amounts payable resulting from the
amendment to Schedule 1.1C set forth herein, it being understood that the
amendment to Schedule 1.1C shall be deemed effective as of August 14, 2000.

         SECTION 5. MISCELLANEOUS.

         5.1      INTEREST PERIODS. Notwithstanding any other provision of the
Amended Agreement, no Interest Period for any Offshore Rate Tranche shall be
longer than three months.

         5.2      CAPTIONS. Section captions used in this Amendment are for
convenience only and shall not affect the construction of this Amendment.

         5.3      GOVERNING LAW, SEVERABILITY. THIS AMENDMENT SHALL BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE ENTIRELY PERFORMED IN SAID STATE. Wherever possible
each provision of this Amendment shall be interpreted in such manner as to be
effective and valid under applicable laws, but if any provision of this
Amendment shall be prohibited by or invalid under such laws, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.

         5.4      COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.

         5.5      SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
the parties hereto and their respective successors and assigns, and shall inure
to the sole benefit of the parties hereto and the successors and assigns of each
Agent and each Lender.

                                      -10-
<PAGE>


         5.6      CONTINUED EFFECTIVENESS. Except as specifically provided
herein, the Agreement and the other Loan Documents shall remain unmodified and
are specifically confirmed to be in full force and effect. Upon effectiveness of
this Amendment, all references in the Agreement and in the other Loan Documents
to "Agreement" or the like shall refer to the Agreement as hereby amended.

                        [SIGNATURES BEGIN ON NEXT PAGE]

                                      -11-
<PAGE>


Delivered at Chicago, Illinois, as of the day and year first above written.


                                  CAPITAL ENVIRONMENTAL RESOURCE,
                                  INC./RESSOURCES ENVIRONNEMENTALES
                                  CAPITAL INC.

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

                                  BANK OF AMERICA, N.A. as Agent

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


                                  BANK OF AMERICA, N.A., as a Lender

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


                                  LASALLE BANK NATIONAL ASSOCIATION, as a Lender

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


                                  RAYMOND JAMES BANK, F.S.B, as a Lender

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

                                       S-1
<PAGE>


                                 SCHEDULE 1.1A

                          LENDERS AND PRO RATA SHARES

--------------------------------------------------------------------------------
LENDER                                   AMOUNT OF LOAN*          PRO RATA SHARE
--------------------------------------------------------------------------------
Bank of America, N.A.                    U.S.$7,261,335                  30%
--------------------------------------------------------------------------------
Raymond James Bank, FSB                  U.S.$4,840,890                  20%
--------------------------------------------------------------------------------
LaSalle Bank National Association        U.S.$12,102,225                 50%
--------------------------------------------------------------------------------
TOTALS                                   U.S.$24,204,450              100.0%
--------------------------------------------------------------------------------

*As in effect after December 4, 2000.


<PAGE>


                                 SCHEDULE 1.1B
                                PRICING SCHEDULE

         The Applicable Margin shall be determined based on the applicable
Senior Debt to EBITDA Ratio as set forth below.


================================================================================
                                                                   APPLICABLE
                                                    APPLICABLE     MARGIN FOR
                                                    MARGIN FOR   BASE RATE LOANS
                 SENIOR DEBT TO EBITDA RATIO      OFFSHORE RATE      TO THE
                                                     TRANCHES       BORROWER
--------------------------------------------------------------------------------
Level I      less than 3.00 to 1.0                     3.00%         1.50%
--------------------------------------------------------------------------------
Level II     greater than or equal to 3.00 to 1.0
             but less than 3.25 to 1.0                 3.25%         1.75%
--------------------------------------------------------------------------------
Level III    greater than or equal to 3.25 to 1.0
             but less than 3.50 to 1.0                 3.50%         2.00%
--------------------------------------------------------------------------------
Level IV     greater than or equal to 3.50 to 1.0
             but less than 3.75 to 1.0                 3.75%         2.25%
--------------------------------------------------------------------------------
Level V      greater than or equal to 3.75 to 1.0
             but less than 4.25 to 1.0                 4.00%         2.50%
--------------------------------------------------------------------------------
Level VI     greater than or equal to 4.25 to 1.0
             but less than 4.75 to 1.0                 4.25%         2.75%
--------------------------------------------------------------------------------
Level VII    greater than or equal to 4.75 to 1.0      4.50%         3.00%
================================================================================

         The Applicable Margin shall be adjusted, to the extent applicable, 45
days (or, in the case of the last Fiscal Quarter of any Fiscal Year, 90 days)
after the end of each Fiscal Quarter based on the Senior Debt to EBITDA Ratio as
of the last day of such Fiscal Quarter; PROVIDED that if the Borrower fails to
deliver the financial statements required by SECTION 7.1 and the related
compliance certificate in the form of EXHIBIT C by the due date therefor, the
Applicable Margin that would apply at Level VII shall be applicable from such
due date until such financial statements are delivered.