<PAGE>
                                                                   EXHIBIT 10.1

===============================================================================


                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                          DATED AS OF __________, 2004


                                     AMONG

                            WCA WASTE SYSTEMS, INC.,

                                  AS BORROWER,


                    WELLS FARGO BANK, NATIONAL ASSOCIATION,
                            AS ADMINISTRATIVE AGENT,

                                      AND

                            THE LENDERS PARTY HERETO

                           REVOLVING CREDIT FACILITY
      (WITH SWING LINE FACILITY AND DIRECT PAY LETTER OF CREDIT FACILITY)


===============================================================================

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                        <C>                                                                                   <C>

ARTICLE I                  Definitions and Accounting Matters.....................................................1

         Section 1.01      Terms Defined Above....................................................................1
         Section 1.02      Certain Defined Terms..................................................................2
         Section 1.03      Accounting Terms and Determinations...................................................21

ARTICLE II                 Commitments...........................................................................22

         Section 2.01      Loans and Letters of Credit...........................................................22
         Section 2.02      Borrowings, Continuations and Conversions, Letters of Credit..........................25
         Section 2.03      Changes of Aggregate Revolving Credit Commitments.....................................27
         Section 2.04      Increase in Aggregate Revolving Credit Commitments....................................27
         Section 2.05      Fees..................................................................................30
         Section 2.06      Several Obligations...................................................................31
         Section 2.07      Notes.................................................................................31
         Section 2.08      Prepayments...........................................................................32
         Section 2.09      Assumption of Risks...................................................................33
         Section 2.10      Obligation to Reimburse and to Prepay.................................................34
         Section 2.11      Lending Offices.......................................................................35

ARTICLE III                Payments of Principal and Interest....................................................36

         Section 3.01      Repayment of Loans....................................................................36
         Section 3.02      Interest..............................................................................36

ARTICLE IV                 Payments; Pro Rata Treatment; Computations; Etc.......................................37

         Section 4.01      Payments..............................................................................37
         Section 4.02      Pro Rata Treatment....................................................................37
         Section 4.03      Computations..........................................................................38
         Section 4.04      Non-receipt of Funds by the Administrative Agent......................................38
         Section 4.05      Set-off, Sharing of Payments, Etc.....................................................38
         Section 4.06      Taxes.................................................................................39

ARTICLE V                  Capital Adequacy......................................................................42

         Section 5.01      Additional Costs......................................................................42
         Section 5.02      Limitation on LIBOR Loans.............................................................44
         Section 5.03      Illegality............................................................................44
         Section 5.04      Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03..............................44
         Section 5.05      Compensation..........................................................................45
         Section 5.06      Time Limit; Etc.......................................................................45
         Section 5.07      Replacement Lenders...................................................................46

ARTICLE VI                 Conditions Precedent..................................................................47

         Section 6.01      Initial Funding.......................................................................47
         Section 6.02      Initial and Subsequent Loans and Letters of Credit....................................49
         Section 6.03      Conditions Precedent for the Benefit of Lenders.......................................49
         Section 6.04      No Waiver.............................................................................49
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<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                        <C>                                                                                   <C>
ARTICLE VII                Representations and Warranties........................................................50

         Section 7.01      Corporate Existence...................................................................50
         Section 7.02      Financial Condition...................................................................50
         Section 7.03      Litigation............................................................................50
         Section 7.04      No Breach.............................................................................51
         Section 7.05      Authority.............................................................................51
         Section 7.06      Approvals.............................................................................51
         Section 7.07      Use of Loans..........................................................................51
         Section 7.08      ERISA.................................................................................52
         Section 7.09      Taxes.................................................................................53
         Section 7.10      Titles, etc...........................................................................53
         Section 7.11      No Material Misstatements.............................................................53
         Section 7.12      Investment Company Act................................................................54
         Section 7.13      Public Utility Holding Company Act....................................................54
         Section 7.14      Subsidiaries..........................................................................54
         Section 7.15      Location of Business and Offices......................................................54
         Section 7.16      Defaults..............................................................................54
         Section 7.17      Environmental Matters.................................................................54
         Section 7.18      Compliance with the Law...............................................................56
         Section 7.19      Insurance.............................................................................56
         Section 7.20      Restriction on Liens..................................................................56
         Section 7.21      Material Agreements...................................................................56

ARTICLE VIII               Affirmative Covenants.................................................................57

         Section 8.01      Reporting Requirements................................................................57
         Section 8.02      Litigation............................................................................59
         Section 8.03      Maintenance, Etc......................................................................60
         Section 8.04      Environmental Matters.................................................................61
         Section 8.05      Further Assurances....................................................................61
         Section 8.06      Performance of Obligations............................................................61
         Section 8.07      ERISA Information and Compliance......................................................62
         Section 8.08      Subsidiary Guarantors.................................................................62

ARTICLE IX                 Negative Covenants....................................................................63

         Section 9.01      Debt..................................................................................63
         Section 9.02      Liens.................................................................................64
         Section 9.03      Investments, Loans and Advances.......................................................64
         Section 9.04      Dividends, Distributions and Redemptions; Etc.........................................65
         Section 9.05      Sales and Leasebacks..................................................................65
         Section 9.06      Nature of Business....................................................................65
         Section 9.07      Limitation on Leases..................................................................65
         Section 9.08      Mergers, Etc..........................................................................65
         Section 9.09      Proceeds of Notes; Letters of Credit..................................................65
         Section 9.10      ERISA Compliance......................................................................66
         Section 9.11      Sale or Discount of Receivables.......................................................67
</TABLE>

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                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                        <C>                                                                                   <C>
         Section 9.12      Leverage Ratio........................................................................67
         Section 9.13      Net Worth.............................................................................67
         Section 9.14      Senior Funded Debt Leverage Ratio.....................................................67
         Section 9.15      Fixed Charge Coverage Ratio...........................................................67
         Section 9.16      Sale of Properties....................................................................67
         Section 9.17      Environmental Matters.................................................................67
         Section 9.18      Transactions with Affiliates..........................................................68
         Section 9.19      Subsidiaries..........................................................................68
         Section 9.20      Negative Pledge Agreements............................................................68
         Section 9.21      Subordinated Debt.....................................................................68

ARTICLE X                  Events of Default; Remedies...........................................................69

         Section 10.01     Events of Default.....................................................................69
         Section 10.02     Remedies..............................................................................71

ARTICLE XI                 The Administrative Agent..............................................................71

         Section 11.01     Appointment, Powers and Immunities....................................................71
         Section 11.02     Reliance by Administrative Agent......................................................72
         Section 11.03     Defaults..............................................................................72
         Section 11.04     Rights as a Lender....................................................................72
         Section 11.05     Indemnification.......................................................................73
         Section 11.06     Non-Reliance on Administrative Agent and other Lenders................................73
         Section 11.07     Action by Administrative Agent........................................................74
         Section 11.08     Resignation or Removal of Administrative Agent........................................74
         Section 11.09     Issuing Bank as Agent.................................................................74
         Section 11.10     Collateral and Guaranty Matters.......................................................75

ARTICLE XII                Security..............................................................................75


ARTICLE XIII               Miscellaneous.........................................................................76

         Section 13.01     Waiver................................................................................76
         Section 13.02     Notices...............................................................................76
         Section 13.03     Payment of Expenses, Indemnities, etc.................................................76
         Section 13.04     Amendments, Etc.......................................................................78
         Section 13.05     Successors and Assigns................................................................79
         Section 13.06     Assignments and Participations........................................................79
         Section 13.07     Invalidity............................................................................80
         Section 13.08     Counterparts..........................................................................81
         Section 13.09     References; Use of Word "Including"...................................................81
         Section 13.10     Survival..............................................................................81
         Section 13.11     Captions..............................................................................81
         Section 13.12     No Oral Agreements....................................................................81
         Section 13.13     Governing Law; Submission to Jurisdiction.............................................81
         Section 13.14     Interest..............................................................................82
         Section 13.15     Confidentiality; Section 20 Subsidiaries..............................................84
</TABLE>

<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                        <C>                                                                                   <C>
         Section 13.16     Exculpation Provisions................................................................85
         Section 13.17     Arbitration...........................................................................85
         Section 13.18     USA Patriot Act Notice................................................................87
         Section 13.19     Amendment and Restatement; Release....................................................87
</TABLE>

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

ANNEX:

I        .........List of Percentage Shares and Maximum Revolving Credit
         .........Amounts

SCHEDULES:

1.2      .........Existing LCs
7.02     .........Financial Condition
7.03     .........Litigation
7.10     .........Titles, Etc.
7.14     .........Subsidiaries
7.17     .........Environmental Matters
7.19     .........Insurance
7.21     .........Material Agreements
8.03     .........Insurance Coverage
9.01     .........Debt
9.02     .........Liens
9.03     .........Investments, Loans and Advances

EXHIBITS:

A-1      .........Form of Revolving Credit Note
A-2      .........Form of Swing Line Note
B        .........Form of Borrowing, Continuation and Conversion Request
C        .........Form of Compliance Certificate
D        .........Form of Assignment Agreement
E        .........Transfer Stations and Hauling Sites
F        .........Security Instruments
G        .........Form of Commitment and Acceptance

<PAGE>

         THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June __,
2004, is among WCA WASTE SYSTEMS, INC., a Delaware corporation (the
"Borrower"); each of the lenders that is a party hereto or which becomes a
party hereto as provided in Section 13.06 (individually, together with its
successors and assigns, a "Lender" and, collectively, the "Lenders"); and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association
(successor-by-merger to Wells Fargo Bank Texas, National Association) (in its
individual capacity, "Wells Fargo"), as agent hereunder (in such capacity,
together with its successors in such capacity, the "Administrative Agent").

                                R E C I T A L S

         A.    The Borrower, the Administrative Agent and certain banks and
other financial institutions have previously entered into that certain Second
Amended and Restated Credit Agreement dated as of August 29, 2003, as amended
by that certain First Amendment to Second Amended and Restated Credit Agreement
dated as of September 30, 2003 (as amended and supplemented, the "Existing
Credit Agreement").

         B.    On or around the date hereof, certain Affiliates of the
Borrower will consummate an internal reorganization as described in the Form
S-1 filed with the SEC (as defined herein).

         C.    Pursuant to the 2004 Reorganization, (a) Waste Corporation of
America, Inc., WCA Merger Corporation, WCA Holdings Corporation and WCA Waste
Corporation, a Delaware corporation ("WCA Corp."), have entered into that
certain Reorganization Agreement dated April __, 2004, pursuant to which, among
other things, Waste Corporation of America, Inc. merges into WCA Merger
Corporation with Waste Corporation of America, Inc. as the surviving entity,
(b) Waste Corporation of America, Inc. is converted from a Delaware corporation
to Waste Corporation of America LLC, a Delaware limited liability company, (c)
Waste Corporation of America LLC distributes all of the voting stock of WCA
Holdings Corporation to WCA Corp., and (d) WCA Corp. merges into WCA Merger
Corporation II with WCA Corp. as the surviving entity (the "2004
Reorganization").

         D.    The Borrower has requested and the Administrative Agent and
the Lenders have agreed to restructure the existing credit facilities and to
amend and modify the Existing Credit Agreement upon the terms and conditions
hereinafter set forth.

         E.    In consideration of the mutual covenants and agreements
herein contained and of the loans, extensions of credit and commitments
hereinafter referred to, the parties hereto agree as follows:

                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING MATTERS

         Section 1.01. Terms Defined Above. As used in this Agreement, the
terms "Administrative Agent," "Borrower," "Lender," "Lenders," and "Wells
Fargo" shall have the meanings indicated above.

<PAGE>

         Section 1.02. Certain Defined Terms. As used herein, the following
terms shall have the following meanings (all terms defined in this Article I or
in other provisions of this Agreement in the singular to have equivalent
meanings when used in the plural and vice versa):

         "2004 Reorganization" is defined in the Recitals.

         "AAA" is defined in Section 13.17(b).

         "Acquired Business" is defined in the definition of Pro Forma Adjusted
EBITDA.

         "Acquired Subsidiary" is defined in the definition of Pro Forma
Adjusted EBITDA.

         "Act" is defined in Section 13.18.

         "Additional Costs" is defined in Section 5.01(a).

         "Additional Volume" means the waste collected by an Acquired
Subsidiary or Acquired Business that (a) prior to the consummation of the
acquisition of such Acquired Subsidiary or Acquired Business, was not being
delivered to a landfill or transfer station owned or operated by the Borrower
or any Consolidated Subsidiary, and (b) subsequent to the consummation of the
acquisition of such Acquired Subsidiary or Acquired Business, is delivered to a
landfill or transfer station owned or operated by the Borrower or any
Consolidated Subsidiary.

         "Affected Loans" is defined in Section 5.04.

         "Affiliate" of any Person means (a) any Person directly or indirectly
controlled by, controlling or under common control with such first Person, (b)
any director or executive officer of such first Person or of any Person
referred to in clause (a) above and (c) if any Person in clause (a) above is an
individual, any member of the immediate family (including parents, spouse and
children) of such individual and any trust whose principal beneficiary is such
individual or one or more members of such immediate family and any Person who
is controlled by any such member or trust. For purposes of this definition, any
Person which owns directly or indirectly 10% or more of the securities having
ordinary voting power for the election of directors or other governing body of
a corporation or 10% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to "control" (including, with its correlative meanings, "controlled by"
and "under common control with") such corporation or other Person.

         "Aggregate Revolving Credit Commitments" at any time equals the sum of
the Revolving Credit Commitments of the Lenders, as the same may be reduced
pursuant to Section 2.03(b). The Aggregate Revolving Credit Commitments on the
Closing Date shall be $125,000,000.

         "Agreement" means this Third Amended and Restated Credit Agreement, as
the same may from time to time be amended, restated, supplemented or modified.

         "Applicable Lending Office" means, for each Lender and for each Type
of Loan, the lending office of such Lender (or an Affiliate of such Lender)
designated for such Type of Loan on the signature pages hereof or such other
offices of such Lender (or of an Affiliate of such


                                      -2-

<PAGE>

Lender) as such Lender may from time to time specify to the Administrative
Agent and the Borrower as the office by which its Loans of such Type are to be
made and maintained.

         "Applicable Margin" means, on any day, the applicable per annum
percentage set forth at the appropriate intersection in the table shown below,
based on the Leverage Ratio on the most recent Determination Date:

<TABLE>
<CAPTION>

------------------------------------------------------------    --------------        ----------
                      LEVERAGE RATIO                            BASE RATE LOAN        LIBOR LOAN
------------------------------------------------------------    --------------        ----------
<S>                                                          <C>                    <C>
Greater than or equal to 3.50:1.00                                   2.00%                3.00%
------------------------------------------------------------    --------------        ----------
Less than 3.50:1.00, but greater than or equal to 3.00:1.00          1.50%                2.50%
------------------------------------------------------------    --------------        ----------
Less than 3.00:1.00, but greater than or equal to 2.25:1.00          1.25%                2.25%
------------------------------------------------------------    --------------        ----------
Less than 2.25:1.00, but greater than or equal to 1.50:1.00          1.00%                2.00%
------------------------------------------------------------    --------------        ----------
Less than 1.50:1.00                                                  0.75%                1.75%
------------------------------------------------------------    --------------        ----------
</TABLE>

The Applicable Margin shall be established as of the last day of each fiscal
quarter of the Borrower (each, a "Determination Date") beginning with the
fiscal quarter ending June 30, 2004. Any change in the Applicable Margin
following each Determination Date shall be determined based upon the
information and computations set forth in the financial statements and
Compliance Certificate furnished to the Administrative Agent pursuant to
Section 8.01, subject to review and approval of such computations by the
Administrative Agent. Each change in the Applicable Margin shall be effective
as of the first day of the calendar month following each Determination Date
(including, without limitation, in respect of LIBOR Loans then outstanding
notwithstanding that such change occurs during an Interest Period), and shall
remain in effect until the date that is the first day of the calendar month
following the next Determination Date for which a change in the Applicable
Margin occurs; provided, however; if the Borrower shall fail to deliver any
required financial statements or Compliance Certificate within the time period
required by Section 8.01, the Applicable Margin shall be the highest percentage
amount stated for each Type of Loan as set forth in the above table for the
period beginning on the relevant Determination Date and ending on the date that
the appropriate financial statements and Compliance Certificate are so
delivered. Notwithstanding the foregoing, during the period beginning on the
Closing Date and ending on June 30, 2004, the Applicable Margin shall be 1.00%
per annum for Base Rate Loans and 2.00% per annum for LIBOR Loans.

         "Approved Fund" means any Fund that is administered or managed by (a)
a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Assignment" is defined in Section 13.06(b).

         "Base Rate" means, with respect to any Base Rate Loan, for any day,
the higher of (a) the Federal Funds Rate for any such day plus 1/2 of 1% or (b)
the Prime Rate for such day. Each change in any interest rate provided for
herein based upon the Base Rate resulting from a change in the Base Rate shall
take effect at the time of such change in the Base Rate.


                                      -3-

<PAGE>

         "Base Rate Loans" means Loans that bear interest at rates based upon
the Base Rate.

         "Bonds" means the Issuer's $25,000,000 Gulf Coast Waste Disposal
Authority Environmental Facilities Revenue Bonds (Waste Corporation of Texas,
L.P. Project) Series 2002.

         "Business Day" means any day other than a day on which commercial
banks are authorized or required to close in the State of Texas and, where such
term is used in the definition of "Quarterly Date" or if such day relates to a
borrowing or continuation of, a payment or prepayment of principal of or
interest on, or a conversion of or into, or the Interest Period for, a LIBOR
Loan or a notice by the Borrower with respect to any such borrowing or
continuation, payment, prepayment, conversion or Interest Period, any day which
is also a day on which dealings in Dollar deposits are carried out in the
London interbank market.

         "Capital Expenditures" means, without duplication, any expenditures
for any purchase or other acquisition of any asset which would be classified as
a fixed or capital asset on a consolidated balance sheet of the Borrower and
its Subsidiaries prepared in accordance with GAAP, excluding (i) Qualified
Acquisition Expenditures and (ii) Expansion Expenditures.

         "Change of Control" means, with respect to any Person, an event or
series of events by which:

                  (a) with respect to WCA Corp., any "person" or "group" (as
         such terms are used in Sections 13(d) and 14(d) of the Securities
         Exchange Act of 1934, but excluding any employee benefit plan of such
         person or its subsidiaries, and any person or entity acting in its
         capacity as trustee, agent or other fiduciary or administrator of any
         such plan) becomes the "beneficial owner" (as defined in Rules 13d-3
         and 13d-5 under the Securities Exchange Act of 1934, except that a
         person or group shall be deemed to have "beneficial ownership" of all
         securities that such person or group has the right to acquire (such
         right, an "option right"), whether such right is exercisable
         immediately or only after the passage of time), directly or
         indirectly, of 35% or more of the equity securities of WCA Corp.
         entitled to vote for members of the board of directors or equivalent
         governing body of WCA Corp. on a fully-diluted basis (and taking into
         account all such securities that such person or group has the right to
         acquire pursuant to any option right); or

                  (b) with respect to WCA Corp., during any period of 12
         consecutive months, a majority of the members of the board of
         directors or other equivalent governing body of WCA Corp. cease to be
         composed of individuals (i) who were members of that board or
         equivalent governing body on the first day of such period, (ii) whose
         election or nomination to that board or equivalent governing body was
         approved by individuals referred to in clause (i) above constituting
         at the time of such election or nomination at least a majority of that
         board or equivalent governing body or (iii) whose election or
         nomination to that board or other equivalent governing body was
         approved by individuals referred to in clauses (i) and (ii) above
         constituting at the time of such election or nomination at least a
         majority of that board or equivalent governing body (excluding, in the
         case of both clause (ii) and clause (iii), any individual whose
         initial nomination for, or assumption of office as, a member of that
         board or equivalent governing body occurs as a


                                      -4-

<PAGE>

         result of an actual or threatened solicitation of proxies or consents
         for the election or removal of one or more directors by any person or
         group other than a solicitation for the election of one or more
         directors by or on behalf of the board of directors); or

                  (c) the Borrower shall fail beneficially to own, directly or
         indirectly, 100% of the outstanding shares of voting capital stock or
         other equity interests of any of the Guarantors on a fully-diluted
         basis except as permitted in Section 9.16; or

                  (d) the Parent shall fail  beneficially to own,  directly or
         indirectly,  100% of the  outstanding  shares of voting capital stock
         of the Borrower on a fully-diluted basis; or

                  (e) WCA Corporation shall fail to own, directly or
         indirectly, 100% of the outstanding shares of voting capital stock of
         the Parent on a fully-diluted basis.

         "Closing Date" means the date of this Agreement.

         "Closure/Post-Closure Letters of Credit" means letters of credit,
surety bonds or other instruments of similar character, the purpose of which is
to provide financial assurance to the various state agencies for closure and
post-closure obligations for the landfills and transfer stations owned or
operated by the Borrower and its Subsidiaries. For purposes of this definition,
"Financial assurance," "closure" and "post-closure" shall have the meanings set
forth in the administrative code or other comparable regulations of each state
in which such landfill and transfer station is located.

         "Code" means the Internal Revenue Code of 1986, as amended from time
to time and any successor statute.

         "Commitment" means for any Lender, its Revolving Credit Commitment,
Swing Line Commitment (with respect to the Swing Line Lender only) and/or its
Direct Pay Letter of Credit Commitment (with respect to the Issuing Bank only),
as applicable.

         "Commitment and Acceptance" is defined in Section 2.04(a).

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit C as executed by a Responsible Officer.

         "Consolidated Net Income" means with respect to the Borrower and its
Consolidated Subsidiaries, for any period, the aggregate of the net income (or
loss) of the Borrower and its Consolidated Subsidiaries from operations after
allowances for taxes for such period, determined on a consolidated basis in
accordance with GAAP; provided that there shall be excluded from such net
income (to the extent otherwise included therein) the following: (a) the net
income of any Person in which the Borrower or any Consolidated Subsidiary has
an interest (which interest does not cause the net income of such other Person
to be consolidated with the net income of the Borrower and its Consolidated
Subsidiaries in accordance with GAAP), except to the extent of the amount of
dividends or distributions actually paid in such period by such other Person to
the Borrower or to a Consolidated Subsidiary, as the case may be; (b) the net
income (but not loss) of any Consolidated Subsidiary to the extent that the
declaration or payment of dividends or similar distributions or transfers or
loans by that Consolidated Subsidiary is not at the time


                                      -5-

<PAGE>

permitted by operation of the terms of its charter or any agreement, instrument
or Governmental Requirement applicable to such Consolidated Subsidiary, or is
otherwise restricted or prohibited in each case determined in accordance with
GAAP; (c) the net income (or loss) of any Person acquired in a
pooling-of-interests transaction for any period prior to the date of such
transaction; (d) any extraordinary gains or losses, including gains or losses
attributable to Property sales not in the ordinary course of business; and (e)
the cumulative effect of a change in accounting principles and any gains or
losses attributable to write-ups or write downs of assets.

         "Consolidated Subsidiaries" means each Subsidiary of a Person (whether
now existing or hereafter created or acquired) the financial statements of
which shall be (or should have been) consolidated with the financial statements
of such Person in accordance with GAAP. Unless otherwise expressly stated, each
reference to the term "Consolidated Subsidiary" shall mean a Subsidiary
consolidated with the Borrower.

         "Debt" means, for any Person the sum of the following (without
duplication): (a) all obligations of such Person for borrowed money or
evidenced by bonds, debentures, notes or other similar instruments (including
principal, interest, fees and charges, in each case accrued but unpaid); (b)
all obligations of such Person (whether contingent or otherwise) in respect of
bankers' acceptances, letters of credit, surety or other bonds and similar
instruments; (c) all obligations of such Person to pay, in accordance with
GAAP, the deferred purchase price of Property or services (other than for
borrowed money), including securities repurchase agreements; (d) all
obligations under leases which shall have been, or should have been, in
accordance with GAAP, recorded as capital leases in respect of which such
Person is liable (whether contingent or otherwise); (e) all monetary
obligations under (i) a so-called synthetic, off-balance sheet or tax retention
lease, or (ii) an agreement for the use or possession of property creating
obligations that do not appear in the balance sheet of such Person but which,
upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment); (f) all
Debt (as described in the other clauses of this definition) and other
obligations of others secured by a Lien on any asset of such Person, whether or
not such Debt is assumed by such Person; (g) all Debt (as described in the
other clauses of this definition) and other obligations of others guaranteed by
such Person or in which such Person otherwise assures a creditor against loss
of the debtor or obligations of others; (h) all obligations or undertakings of
such Person to maintain or cause to be maintained the financial position or
covenants of others or to purchase the Debt or Property of others; (i)
obligations to deliver goods or services in consideration of advance payments,
excluding prevails of customer accounts in the ordinary course of business as
customary in the business of the Borrower and its Subsidiaries; (j) obligations
to pay for goods or services whether or not such goods or services are actually
received or utilized by such Person; (k) any obligation to purchase, redeem,
retire or otherwise acquire for value any shares of capital stock of such
Person, any warrants, options or other rights to acquire any such shares or any
other rights measured by the value of such shares, warrants, options or other
rights; (l) any Debt of a Special Entity for which such Person is liable either
by agreement or because of a Governmental Requirement; (m) all obligations of
such Person under Hedging Agreements; and (n) all obligations of such Person
under Equipment Leases. For the avoidance of doubt, the obligations under the
Installment Sale Agreement and the Reimbursement Agreement shall be included as
one obligation for purposes of determining Debt hereunder.


                                      -6-

<PAGE>

         "Default" means an Event of Default or an event which with notice or
lapse of time or both would become an Event of Default.

         "Determination Date" is defined in the definition of Applicable
Margin.

         "Direct Pay Letter of Credit" means that certain letter of credit
issued pursuant to the Reimbursement Agreement.

         "Direct Pay Letter of Credit Commitment" means, for the Issuing Bank,
its obligations to issue the Direct Pay Letter of Credit in an initial face
amount not to exceed $25,308,219.18, as the same may be reduced and/or
reinstated pursuant to the Reimbursement Agreement. As of the Closing Date, the
amount available for drawing under the Direct Pay Letter of Credit is
[$-----------].

         "Direct Pay Letter of Credit Exposure" at any time means the undrawn
amount of the Direct Pay Letter of Credit, plus the amount drawn under the
Direct Pay Letter of Credit and not yet reimbursed (including by borrowing
hereunder).

         "Dispute" is defined in Section 13.17(a).

         "Dollars" and "$" means lawful money of the United States of America.

         "EBITDA" means, for any period, the sum of Consolidated Net Income for
such period plus the following expenses or charges to the extent deducted from
Consolidated Net Income in such period: interest, taxes, depreciation and
amortization.

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by the Administrative Agent, the Issuing Bank and the Swing Line
Lender; provided that notwithstanding the foregoing, "Eligible Assignee" shall
not include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

         "Environmental Laws" means any and all Governmental Requirements
pertaining to health or the environment in effect in any and all jurisdictions
in which the Borrower or any Subsidiary is conducting or at any time has
conducted business, or where any Property of the Borrower or any Subsidiary is
located, including without limitation, the Oil Pollution Act of 1990 ("OPA"),
the Clean Air Act, as amended, the Comprehensive Environmental, Response,
Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the Federal
Water Pollution Control Act, as amended, the Occupational Safety and Health Act
of 1970, as amended, the Resource Conservation and Recovery Act of 1976
("RCRA"), as amended, the Safe Drinking Water Act, as amended, the Toxic
Substances Control Act, as amended, the Superfund Amendments and
Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation
Act, as amended, and other environmental conservation or protection laws. The
term "oil" shall have the meaning specified in OPA, the terms "hazardous
substance" and "release" (or "threatened release") have the meanings specified
in CERCLA, and the terms "solid waste" and "disposal" (or "disposed") have the
meanings specified in RCRA; provided, however, that (a) in the event either
OPA, CERCLA or RCRA is amended so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply subsequent to the effective date of


                                      -7-

<PAGE>

such amendment and (b) to the extent the laws of the state in which any
Property of the Borrower or any Subsidiary is located establish a meaning for
"oil," "hazardous substance," "release," "solid waste" or "disposal" which is
broader than that specified in either OPA, CERCLA or RCRA, such broader meaning
shall apply.

         "EPA" means the United States Environmental Protection Agency and any
successor Governmental Authority.

         "Equipment Leases" means operating leases for equipment or vehicles
having a term longer than 120 days and an aggregate value of more than
$250,000.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time and any successor statute.

         "ERISA Affiliate" means each trade or business (whether or not
incorporated) which together with the Borrower or any Subsidiary would be
deemed to be a "single employer" within the meaning of Section 4001(b)(1) of
ERISA or subsections (b) or (c) of Section 414 of the Code.

         "ERISA Event" means (a) a "Reportable Event" described in Section 4043
of ERISA and the regulations issued thereunder, unless the 30-day notice
requirement with respect to such event has been waived by the PBGC, (b) the
withdrawal of the Borrower or any ERISA Affiliate from a Plan during a plan
year in which it was a "substantial employer" as defined in Section 4001(a)(2)
of ERISA and immediately after such withdrawal the Plan has nonforfeitable
benefits which are not fully funded, (c) the filing of a notice of intent to
terminate a Plan or the treatment of a Plan amendment as a termination under
Section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan
by the PBGC or (e) any other event or condition which might constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan.

         "Event of Default" is defined in Section 10.01.

         "Excepted Liens" means: (a) Liens for taxes, assessments or other
governmental charges or levies not yet due or which are being contested in good
faith by appropriate action and for which adequate reserves have been
maintained; (b) Liens in connection with workmen's compensation, unemployment
insurance or other social security, old age pension or public liability
obligations not yet due or which are being contested in good faith by
appropriate action and for which adequate reserves have been maintained in
accordance with GAAP; (c) operators', vendors', carriers', warehousemen's,
repairmen's, mechanics', workmen's, materialmen's, construction or other like
Liens arising by operation of law in the ordinary course of business or
statutory landlord's liens, each of which is in respect of obligations that
have not been outstanding more than 90 days or which are being contested in
good faith by appropriate proceedings and for which adequate reserves have been
maintained in accordance with GAAP; (d) any Liens reserved in (i) that certain
Royalty Agreement dated May 2, 1996 between Central Missouri Landfill, Inc. and
Len Howard for royalty obligations and (ii) leases for rent and for compliance
with the terms of such leases, to the extent that any such Lien referred to in
this clause (d) does not materially impair the use of the Property covered by
such Lien for the


                                      -8-

<PAGE>

purposes for which such Property is held by the Borrower or any Subsidiary
or materially impair the value of such Property subject thereto; (e)
encumbrances (other than to secure the payment of borrowed money or the
deferred purchase price of Property or services), easements, restrictions,
servitudes, permits, conditions, covenants, exceptions or reservations in any
rights of way or other Property of the Borrower or any Subsidiary for the
purpose of roads, pipelines, transmission lines, transportation lines,
distribution lines for the removal of gas, oil, coal or other minerals or
timber, and other like purposes, or for the joint or common use of real estate,
rights of way, facilities and equipment, and defects, irregularities, zoning
restrictions and deficiencies in title of any rights of way or other Property
which in the aggregate do not materially impair the use of such rights of way
or other Property for the purposes of which such rights of way and other
Property are held by the Borrower or any Subsidiary or materially impair the
value of such Property subject thereto; (f) deposits of cash or securities to
secure the performance of bids, trade contracts, leases, permits, surety bonds,
appeal bonds, statutory obligations and other obligations of a like nature
incurred in the ordinary course of business; (g) Liens permitted by the
Security Instruments; (h) reservations, covenants, conditions, restrictions and
other Liens that arise or are imposed in connection with host community fee
agreements of a type customary in Borrower's or any Subsidiary's business; (i)
Liens securing judgments for the payment of money not constituting an Event of
Default or securing appeal or other surety bonds related to such judgments, and
(j) Liens created or deemed to be created in connection with the transactions
contemplated by the Installment Sale Agreement.

         "Existing Credit Agreement" is defined in the Recitals.

         "Existing LCs" means those letters of credit described on Schedule 1.2
issued pursuant to the Existing Credit Agreement.

         "Expansion Expenditure" means an expenditure made in connection with
or in furtherance of building a new transfer station, starting a new hauling
company, opening an inactive landfill, new municipal contracts that require
additional equipment or other property, or other growth and productivity
capital expenditures included within the Borrower's business plan so long as
(a) the Leverage Ratio is less than 3.00 to 1.00 at the end of each fiscal
quarter prior to such expenditure and immediately after giving effect thereto
and (b) after giving effect to such expenditure, the Aggregate Revolving Credit
Commitments shall exceed the sum of the outstanding aggregate principal amount
of the Revolving Credit Loans and Swing Line Loans, plus the LC Exposure, plus
the Direct Pay Letter of Credit Exposure by an amount not less than
$10,000,000; provided that, in the event clause (a) above has not been
satisfied and so long as (i) no Default exists or would exist as a result of
such expenditure, (ii) the requirement in clause (b) above has been satisfied,
and (iii) such expenditure does not exceed $20,000,000 when added to all other
Qualified Acquisition Expenditures and Expansion Expenditures made during the
Borrower's then current fiscal year, then such expenditure shall be deemed an
Expansion Expenditure; and "Expansion Expenditures" shall mean all such
expenditures.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted
average of the rates on overnight federal funds transactions with a member of
the Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided that (a) if the date for which such rate is to be


                                      -9-

<PAGE>

determined is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if such rate is not so
published for any day, the Federal Funds Rate for such day shall be the average
rate charged to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.

         "Fee Letter" means that certain letter agreement from Wells Fargo to
the Borrower dated March 26, 2004 concerning certain fees in connection with
this Agreement and any agreements or instruments executed in connection
therewith, as the same may be amended or replaced from time to time.

         "Financial Statements" means the financial statement or statements of
the Borrower and its Consolidated Subsidiaries described or referred to in the
first sentence of Section 7.02.

         "Fixed Charge Coverage Ratio" means, with respect to the Borrower and
its Consolidated Subsidiaries, the ratio of (i) Pro Forma Adjusted EBITDA for
the four fiscal quarters ending on such date, minus (w) Capital Expenditures
(to the extent not financed with the proceeds of purchase money loans), minus
(x) cash income taxes paid for the four fiscal quarters ending on such date, to
(ii) cash interest payments, plus (y) the current portion of capitalized leases
for the following four fiscal quarters, plus (z) the current portion of
principal payments of Debt, excluding payments under the Revolving Credit
Notes, required to be paid for the following four fiscal quarters.

         "Form W-8BEN Certification" is defined in Section 4.06(e)(i).

         "Form W-8ECI Certification" is defined in Section 4.06(e)(i).

         "Fund" means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         "Funded Debt" means, collectively, without duplication, whether
classified as Debt, an investment or otherwise on the Borrower's consolidated
balance sheet, (a) all Debt described in clauses (a), (b), (d) and (e) of the
definition of "Debt", but excluding Closure/Post Closure Letters of Credit, and
(b) all guaranties and other surety obligations of the Funded Debt of others;
provided, however, that all obligations in respect of surety bonds and similar
instruments of the nature and for the purposes described in Schedule 7.02, item
1 are not included as Funded Debt.

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

         "Governmental Authority" includes the country, the state, county, city
and political subdivisions in which any Person or such Person's Property is
located or which exercises valid jurisdiction over any such Person or such
Person's Property, and any court, agency, department, commission, board, bureau
or instrumentality of any of them including monetary authorities which
exercises valid jurisdiction over any such Person or such Person's Property.
Unless otherwise specified, all references to Governmental Authority herein
shall mean a Governmental


                                     -10-

<PAGE>

Authority having jurisdiction over, where applicable, the Borrower, its
Subsidiaries or any of their Property or the Administrative Agent, any Lender
or any Applicable Lending Office.

         "Governmental Requirement" means any law, statute, code, ordinance,
order, determination, rule, regulation, judgment, decree, injunction,
franchise, permit, certificate, license, authorization or other directive or
requirement (whether or not having the force of law), including, without
limitation, Environmental Laws, energy regulations and occupational, safety and
health standards or controls, of any Governmental Authority.

         "Guarantor" means the Parent and each of the Subsidiaries of the
Borrower now or hereafter in existence.

         "Guaranty Agreement" means an agreement or agreements executed by the
Guarantors in form and substance satisfactory to the Administrative Agent
guarantying, unconditionally, payment of the Obligations, as the same has been
or may be amended, restated, modified or supplemented from time to time.

         "Hauling Site" means those hauling sites listed on Exhibit E.

         "Hedging Agreements" means any forward contract, futures contract,
swap, cap, floor, collar, option or other financing agreement or arrangement,
the value of which is dependent upon interest rates, currency exchange rates,
commodities or other indices.

         "Highest Lawful Rate" means, with respect to each Lender, the maximum
nonusurious interest rate, if any, that at any time or from time to time may be
contracted for, taken, reserved, charged or received on the Notes or on other
Obligations under laws applicable to such Lender, or to its Loans or other
extensions of credit hereunder, which are presently in effect or, to the extent
allowed by law, under such applicable laws which may hereafter be in effect and
which allow a higher maximum nonusurious interest rate than applicable laws now
allow.

         "Increase Date" is defined in Section 2.04(b).

         "Increased Use" means, with respect to an Acquired Business or
Acquired Subsidiary, for the applicable period of determination, waste disposed
of in its landfill in excess of Internalized Waste.

         "Increasing Lenders" is defined in Section 2.04(a).

         "Indemnified Parties" is defined in Section 13.03(a)(ii).

         "Indemnity Matters" means any and all actions, suits, proceedings
(including any investigations, litigation or inquiries), claims, demands and
causes of action made or threatened against a Person and, in connection
therewith, all losses, liabilities, damages (including, without limitation,
consequential damages) or reasonable costs and expenses of any kind or nature
whatsoever incurred by such Person whether caused by the sole or concurrent
negligence of such Person seeking indemnification.


                                     -11-

<PAGE>

         "Initial Funding" means the funding of the initial Loans or issuance
of the initial Letters of Credit upon satisfaction of the conditions set forth
in Sections 6.01 and 6.02.

         "Installment Sale Agreement" means that certain Installment Sale
Agreement dated as of August 1, 2002, by and between the Issuer and Waste
Corporation Texas, as the same may be amended, restated, supplemented or
modified from time to time.

         "Interest Period" means, with respect to any LIBOR Loan, the period
commencing on the date such LIBOR Loan is made and ending on the numerically
corresponding day in the first, second, third or sixth calendar month
thereafter, as the Borrower may select as provided in Section 2.02 (or such
longer period as may be requested by the Borrower and agreed to by the Majority
Lenders), except that each Interest Period which commences on the last Business
Day of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on
the last Business Day of the appropriate subsequent calendar month.

         Notwithstanding the foregoing: (a) no Interest Period may end after
the Termination Date; (b) no Interest Period for any LIBOR Loan may end after
the due date of any installment, if any, provided for in Section 3.02 to the
extent that such LIBOR Loan would need to be prepaid prior to the end of such
Interest Period in order for such installment to be paid when due; (c) each
Interest Period which would otherwise end on a day which is not a Business Day
shall end on the next succeeding Business Day (or, if such next succeeding
Business Day falls in the next succeeding calendar month, on the next preceding
Business Day); and (d) no Interest Period shall have a duration of less than
one month and, if the Interest Period for any LIBOR Loans would otherwise be
for a shorter period, such Loans shall not be available hereunder.

         "Internalized Waste" means waste collected by the Borrower or an
Affiliate that is disposed of in a landfill (or other form of final disposal)
owned or operated by an Acquired Business or Acquired Subsidiary before
consummation of the Acquisition by the Borrower or a Subsidiary.

         "Issuer" means the Gulf Coast Waste Disposal Authority.

         "Issuing Bank" means Wells Fargo or any other Lender or Affiliate of a
Lender agreed to between the Borrower and the Administrative Agent to issue
Letters of Credit and the Direct Pay Letter of Credit.

         "LC Commitment" at any time means $30,000,000.

         "LC Exposure" at any time means the difference between (a) the
aggregate undrawn face amount of all outstanding and uncancelled Letters of
Credit plus the aggregate of all amounts drawn under all Letters of Credit and
not yet reimbursed (including by borrowings hereunder), minus (b) the aggregate
amount of all cash securing outstanding Letters of Credit pursuant to Section
2.10(b).

         "Lender Party" and "Lender Parties" is defined in Section 13.14.

         "Lender Termination Date" is defined in Section 5.07(c).


                                     -12-

<PAGE>

         "Letter of Credit Agreements" means the written agreements with the
Issuing Bank, as issuing lender for any Letter of Credit, executed in
connection with the issuance by the Issuing Bank of the Letters of Credit, such
agreements to be on the Issuing Bank's customary form for letters of credit of
comparable amount and purpose as from time to time in effect or as otherwise
agreed to by the Borrower and the Issuing Bank.

         "Letters of Credit" means the Existing LCs and the letters of credit
issued pursuant to Section 2.01(d) and all reimbursement obligations pertaining
to any such letters of credit but excluding the Direct Pay Letter of Credit,
and "Letter of Credit" means any one of the Letters of Credit and the
reimbursement obligations pertaining thereto.

         "Leverage Ratio" means, for the Borrower and its Consolidated
Subsidiaries, calculated as of the end of each fiscal quarter the ratio of (a)
Funded Debt at the end of such fiscal quarter to (b) Pro Forma Adjusted EBITDA
for the immediately preceding four fiscal quarters.

         "LIBOR" means for any Interest Period with respect to any LIBOR Loan:

         (a)   the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of the
Telerate screen (or any successor thereto) that displays an average British
Bankers Association Interest Settlement Rate for deposits in Dollars (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or

         (b)   if the rate referenced in the preceding clause (a) does not
appear on such page or service or such page or service shall cease to be
available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other service
that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or

         (c)   if the rates referenced in the preceding clauses (a) and (b)
are not available, the rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) offered to the Administrative Agent at approximately 11:00
a.m. London time (or as soon thereafter as practicable) two Business Days prior
to the first day of the Interest Period for such Loan by leading banks in the
London interbank market for Dollar deposits having a term comparable to such
Interest Period and in an amount comparable to the principal amount of the
LIBOR Loan to be made by the Lenders for such Interest Period.

         "LIBOR Loans" means Loans the interest rates on which are determined
on the basis of rates referred to in the definition of "LIBOR Rate".

         "LIBOR Rate" means, with respect to any LIBOR Loan, a rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%) determined by the
Administrative Agent to be equal to the quotient of (a) LIBOR for such Loan for
the Interest Period for such Loan divided by (b) one minus the Reserve
Requirement for such Loan for such Interest Period.


                                     -13-

<PAGE>

         "Lien" means any interest in Property securing an obligation owed to,
or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and whether such
obligation or claim is fixed or contingent, and including but not limited to
the lien or security interest arising from a mortgage, encumbrance, pledge,
security agreement, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes. The term "Lien" shall include reservations,
exceptions, encroachments, easements, rights of way, covenants, conditions,
restrictions, leases and other title exceptions and encumbrances affecting
Property. For the purposes of this Agreement, the Borrower or any Subsidiary
shall be deemed to be the owner of any Property which it has acquired or holds
subject to a conditional sale agreement, or leases under a financing lease or
other arrangement pursuant to which title to the Property has been retained by
or vested in some other Person in a transaction intended to create a financing.

         "Loan Documents" means this Agreement, the Notes, the Direct Pay
Letter of Credit, the Reimbursement Agreement, all Letters of Credit, all
Letter of Credit Agreements, the Security Instruments and any other documents
executed by the Borrower or any of its Subsidiaries that are referred to
therein as "Loan Documents" under this Agreement.

         "Loans" means the loans as provided for by Sections 2.01(a) and (c).
"Loans" shall include Revolving Credit Loans and Swing Line Loans.

         "Majority Lenders" means, at any time while no Loans are outstanding,
two or more Lenders having more than fifty percent (50%) of the Aggregate
Revolving Credit Commitments and, at any time while Loans are outstanding, two
or more Lenders holding more than fifty percent (50%) of the aggregate
principal amount of the outstanding Loans (without regard to any sale by a
Lender of a participation in any Loan under Section 13.06(c)), unused Aggregate
Revolving Credit Commitments at such time.

         "Material Adverse Effect" means any set of circumstances or events
that (a) has or could reasonably be expected to have any material and adverse
effect whatsoever upon, or result in or reasonably be expected to result in a
material adverse change in, (A) the assets, liabilities, financial condition,
business, operations or affairs of the Borrower and its Subsidiaries taken as a
whole different from those reflected in the Financial Statements or from the
facts represented or warranted in any Loan Document, or (B) the ability of the
Borrower and its Subsidiaries taken as a whole to carry out their business as
at the Closing Date or as proposed as of the Closing Date to be conducted or
meet their obligations under the Loan Documents on a timely basis, (b) impairs
materially or could be reasonably expected to impair materially the ability of
the Borrower and its Subsidiaries to duly and punctually pay and perform their
obligations under the Loan Documents or (c) impairs materially or could
reasonably be expected to impair materially the ability of the Administrative
Agent or any of the Lenders, to the extent permitted, to enforce its legal
remedies pursuant to the Loan Documents.

         "Multiemployer Plan" means a Plan defined as such in Section
4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has within the preceding six
calendar years made or accrued an obligation to make contributions.


                                     -14-

<PAGE>

         "Net Worth" means, as at any date, the sum of the following for the
Borrower and its Consolidated Subsidiaries determined (without duplication) in
accordance with GAAP:

         (a)   the amount of preferred stock and common stock at par plus the
amount of surplus of the Borrower, plus

         (b)   the retained earnings (or, in the case of retained earnings
deficit, minus the amount of such deficit), minus

         (c)   the cost of treasury shares.

         "New Lenders" means (a) an Affiliate of a Lender; (b) an Approved
Fund; and (c) any other Person (other than a natural person) approved by the
Administrative Agent, the Issuing Bank, the Swing Line Lender and the Borrower
(such approval not to be unreasonably withheld) that, immediately prior to its
issuance of a Revolving Credit Commitment pursuant to Section 2.04 was not a
Lender hereunder.

         "New Lending Office" is defined in Section 4.06(e)(iii).

         "Non-Core Asset" means real Property of the Borrower or any Guarantor
which is not used to (a) generate or produce any revenue, (b) generate or
produce revenue in excess of a de minimus amount or (c) generate revenue other
than from a source or sources that are not a part of the waste collection,
transfer and disposal business.

         "Non-U. S. Lender" is defined in Section 4.06(e).

         "Notes" means the Notes provided for by Section 2.07, together with
any and all renewals, extensions for any period, increases, rearrangements,
substitutions or modifications thereof. The "Notes" include the Revolving
Credit Notes and the Swing Line Note.

         "Notice of Termination" is defined in Section 5.07(a).

         "Obligations" means all indebtedness, obligations and liabilities of
the Borrower to any of the Lenders, any of their Affiliates, or the
Administrative 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 or incurred under any Hedging Agreement with any
Lender or any Affiliate of any Lender, in connection with the deposit and/or
cash management products and services provided by Wells Fargo or its Affiliates
related to any deposit or other accounts of the Borrower or any of its
Subsidiaries, under this Agreement or any of the other Loan Documents or in
respect of any of the Loans made or reimbursement obligations incurred or any
of the Notes, the Direct Pay Letter of Credit, the Reimbursement Agreement,
Letters of Credit or other instruments at any time evidencing any thereof,
including interest accruing subsequent to the filing of a petition or other
action concerning bankruptcy or other similar proceedings, and all renewals,
extensions, increases, refinancings and replacements for the foregoing.

         "Other Taxes" is defined in Section 4.06(b).


                                     -15-

<PAGE>

         "Parent" means WCA Holdings Corporation, a Delaware corporation.

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions.

         "Percentage Share" means the percentage of the Aggregate Revolving
Credit Commitments to be provided by a Lender under this Agreement as indicated
on Annex I hereto, as modified from time to time to reflect any assignments
permitted by Section 13.06(b).

         "Person" means any individual, corporation, company, voluntary
association, partnership, joint venture, trust, unincorporated organization or
government or any agency, instrumentality or political subdivision thereof, or
any other form of entity.

         "Plan" means any employee pension benefit plan, as defined in Section
3(2) of ERISA, which (a) is currently or hereafter sponsored, maintained or
contributed to by the Borrower, an ERISA Affiliate or (b) was at any time
during the preceding six calendar years sponsored, maintained or contributed
to, by the Borrower or an ERISA Affiliate with respect to which the Borrower,
or an ERISA Affiliate could have liability under Title IV of ERISA in the event
such plan has been or were to be terminated.

         "Post-Default Rate" means, in respect of any principal of any Loan or
any other amount payable by the Borrower under this Agreement or any other Loan
Document, a rate per annum during the period commencing on the date of
occurrence of an Event of Default until such amount is paid in full or all
Events of Default are cured or waived equal to 2% per annum above the Base Rate
as in effect from time to time plus the Applicable Margin (if any), but in no
event to exceed the Highest Lawful Rate; provided, however, for a LIBOR Loan,
the "Post-Default Rate" for such principal shall be, for the period commencing
on the date of occurrence of an Event of Default and ending on the earlier to
occur of the last day of the Interest Period therefor or the date all Events of
Default are cured or waived, 2% per annum above the interest rate for such Loan
as provided in Section 3.02(a)(ii), but in no event to exceed the Highest
Lawful Rate.

         "Prime Rate" means the rate of interest from time to time announced
publicly by Wells Fargo, in San Francisco, California, as its prime rate. Such
rate is set by Wells Fargo as a general reference rate of interest, taking into
account such factors as Wells Fargo may deem appropriate, it being understood
that many of Wells Fargo's commercial or other loans are priced in relation to
such rate, that it is not necessarily the lowest or best rate actually charged
to any customer and that Wells Fargo may make various commercial or other loans
at rates of interest having no relationship to such rate. In addition, such
rate is evidenced by the recording thereof after its announcement in such
internal publication or publications as Wells Fargo may designate, and each
change in the Prime Rate will be effective on the day the change is announced
within Wells Fargo; provided however, such rate shall be a rate of interest
generally applied by Wells Fargo to other loan transactions to the extent such
transactions include rates based in whole or in part on the Prime Rate.

         "Principal Office" means the principal office of the Administrative
Agent, presently located at 1445 Ross Avenue, Suite 300, Dallas, Texas 75202.


                                     -16-

<PAGE>

         "Pro Forma Adjusted EBITDA" means, for any period, the sum of (a)
EBITDA for such period, plus (b) non-cash charges for accretion on closure and
post-closure obligations, plus (c) non-cash charges associated with the
disposal contract between Waste Management, Inc. and the Borrower, plus (d)
non-cash charges (or minus non-cash benefits, if applicable) reflecting the
adoption of SFAS No. 123 (and all amendments thereto), plus (e) cash
compensation charges in an aggregate amount not to exceed $5,000,000 and
non-cash compensation charges, all with respect to stock options outstanding
and shares issued by Waste Corporation in connection with the extinguishment of
options and warrants as part of the 2004 Reorganization, plus (f) the EBITDA
for such period of any assets or businesses to be acquired by the Borrower or
any of its Consolidated Subsidiaries (the "Acquired Business") or a
Consolidated Subsidiary to be acquired or formed since the beginning of such
period (the "Acquired Subsidiary") so long as (i) the acquisition of the
Acquired Business or the Acquired Subsidiary satisfies the criteria of a
Qualified Acquisition Expenditure, (ii) the Borrower, the Acquired Subsidiary
and the other Subsidiaries have complied with requirements of Section 8.08,
(iii) the Administrative Agent (1) shall have received the audited annual
consolidated and consolidating financial statements for such Acquired Business
or Acquired Subsidiary for the fiscal year most recently ended, accompanied by
the related opinion of independent public accountants acceptable to the
Administrative Agent, which financial statements and opinion must satisfy the
criteria set forth in Section 8.01(a), or (2) if audited annual financial
statements of the Acquired Business or the Acquired Subsidiary are unavailable,
shall have received such financial statements and other information (including
the amount of EBITDA to be used in determining Pro Forma Adjusted EBITDA (plus,
for the purpose of computing Pro-forma Adjusted EBITDA, the effect of
Additional Volume and/or Increased Use, as applicable, and itemized direct cost
savings that will be achieved as a result of, or in connection with, the
Acquisition) requested by the Administrative Agent, in form and substance
satisfactory to the Administrative Agent, and (iv) the Administrative Agent has
received unaudited consolidated and consolidating financial statements (or
other financial information) of the Acquired Business or the Acquired
Subsidiary for the fiscal quarter most recently ended and for the portion of
the fiscal year then ended, all in form and substance satisfactory to the
Administrative Agent, plus (h) non-cash expense (or minus non-cash income, if
applicable) associated with FAS 133 treatment of any interest rate Hedging
Agreements, plus (i) non-cash losses on asset sales in an aggregate amount not
to exceed $500,000.

         "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

         "Qualified Acquisition Expenditure" means an expenditure by the
Borrower or one of its Subsidiaries made in connection with or in furtherance
of the acquisition of a Person engaged in a similar line of business as the
Borrower and its Subsidiaries, so long as (a) the Leverage Ratio is less than
3.00 to 1.00 at the end of each fiscal quarter prior to such expenditure and
immediately after giving effect thereto and (b) after giving effect to such
expenditure, the Aggregate Revolving Credit Commitments shall exceed the sum of
the outstanding principal amount of the Revolving Credit Loans and Swing Line
Loans, plus the LC Exposure, plus the Direct Pay Letter of Credit Exposure by
an amount not less than $10,000,000; provided that, in the event clause (a)
above has not been satisfied and so long as (i) no Default exists or would
exist as a result of such expenditure, (ii) the requirement in clause (b) above
has been satisfied, and (iii) such expenditure does not exceed $20,000,000 when
added to all other Qualified


                                     -17-

<PAGE>

Acquisition Expenditures and Expansion Expenditures made during the Borrower's
then current fiscal year, then such expenditure shall be deemed a Qualified
Acquisition Expenditure; and "Qualified Acquisitions Expenditures" shall mean
all such expenditures.

         "Quarterly Dates" means the last day of each March, June, September
and December, in each year, the first of which shall be June 30, 2004;
provided, however, that if any such day is not a Business Day, such Quarterly
Date shall be the next succeeding Business Day.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be amended or
supplemented from time to time.

         "Regulatory Change" means, with respect to any Lender, any change
after the Closing Date in any Governmental Requirement (including Regulation D)
or the adoption or making after such date of any interpretations, directives or
requests applying to a class of lenders (including such Lender or its
Applicable Lending Office) of or under any Governmental Requirement (whether or
not having the force of law) by any Governmental Authority charged with the
interpretation or administration thereof.

         "Reimbursement Agreement" means that certain Reimbursement Agreement
dated as of August 30, 2002 among the Borrower, Waste Corporation Texas and the
Issuing Bank, as the same may be amended, restated, supplemented or modified
from time to time.

         "Related Documents" is defined in the Reimbursement Agreement.

         "Released Parties" is defined in Section 13.19.

         "Replacement Lenders" is defined in Section 5.07(b).

         "Required Payment" is defined in Section 4.04.

         "Reserve Requirement" means, for any Interest Period for any LIBOR
Loan, the average maximum rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during such
Interest Period under Regulation D by member banks of the Federal Reserve
System in New York City with deposits exceeding one billion Dollars against
"Eurocurrency liabilities" (as such term is used in Regulation D). Without
limiting the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by reason of any
Regulatory Change against (a) any category of liabilities which includes
deposits by reference to which LIBOR is to be determined as provided in the
definition of "LIBOR" or (b) any category of extensions of credit or other
assets which include a LIBOR Loan.

         "Responsible Officer" means, as to any Person, the Chief Executive
Officer, the President or any Vice President of such Person and, with respect
to financial matters, the term "Responsible Officer" shall include the Chief
Financial Officer or, with respect to the Borrower, the Controller of such
Person. Unless otherwise specified, all references to a Responsible Officer
herein shall mean a Responsible Officer of the Borrower.


                                     -18-

<PAGE>

         "Revolving Credit Commitment" means, for any Lender, its obligation to
make Revolving Credit Loans and participate in the issuance of Letters of
Credit and the Direct Pay Letter of Credit as set forth opposite such Lender's
name on Annex I under the caption "Revolving Credit Commitment" (as the same
may be reduced pursuant to Section 2.03(b) pro rata to each Lender based on its
Percentage Share), as modified from time to time to reflect any assignments
permitted by Section 13.06(b).
         "Revolving Credit Loans" means Loans made pursuant to Section 2.01(a).

         "Revolving Credit Notes" means the promissory note or notes (whether
one or more) of the Borrower described in Section 2.07 and being in the form of
Exhibit A-1.

         "SEC" means the Securities and Exchange Commission or any successor
Governmental Authority.

         "Section 20 Subsidiary" means a Subsidiary of the bank holding company
controlling any Lender, which Subsidiary has been granted authority by the
Federal Reserve Board to underwrite and deal in certain securities which may
not be underwritten or dealt in by member banks of the Federal Reserve System
under Section 16 of the Banking Act of 1933 (12 U.S.C. ss.24, Seventh), as
amended.

         "Secured Parties" means the Administrative Agent, the Lenders, each
Issuing Bank and each Affiliate of a Lender that is a party to a Hedge
Agreement.

         "Security Instruments" means the agreements or instruments described
or referred to in Exhibit F attached hereto and any and all other agreements or
instruments now or hereafter executed and delivered by the Borrower or any
other Person (other than participation or similar agreements between any Lender
and any other lender or creditor with respect to any Obligations pursuant to
this Agreement) in connection with, or as security for the payment or
performance of, the Notes, this Agreement, Hedge Agreements or reimbursement
obligations under the Letters of Credit or the Direct Pay Letter of Credit, as
such agreements may be amended, supplemented or restated from time to time.

         "Senior Funded Debt" means all Funded Debt other than Subordinated
Debt.

         "Senior Funded Debt Leverage Ratio" means, for the Borrower and its
Consolidated Subsidiaries, calculated as of the end of each fiscal quarter, the
ratio of (a) Senior Funded Debt as of the end of such fiscal quarter to (b) Pro
Forma Adjusted EBITDA for the immediately preceding four fiscal quarters.

         "Settlement" means the making or receiving of payments, in immediately
available funds, by the Lenders to or from the Administrative Agent in
accordance with Section 2.01(c) hereof to the extent necessary to cause each
such Lender's actual share of the outstanding amount of Swing Line Loans to be
equal to such Lender's Percentage Share of the outstanding Swing Line Loans, in
any case when, prior to such action, the actual share is not so equal.

         "Settlement Amount" is defined in Section 2.01(c)(ii).


                                     -19-

<PAGE>

         "Settlement Date" is defined in Section 2.01(c)(ii).

         "Settling Lender" is defined in Section 2.01(c)(ii).

         "Special Entity" means, with respect to any Person, any joint venture,
limited liability company or partnership, general or limited partnership or any
other type of partnership or company (other than a corporation) in which such
Person or one or more of its other Subsidiaries is a member, owner, partner or
joint venturer and owns, directly or indirectly, at least a majority of the
equity of such entity or controls such entity, but excluding any tax
partnerships that are not classified as partnerships under state law. For
purposes of this definition, any Person which owns directly or indirectly an
equity investment in another Person which allows the first Person to manage or
elect managers who manage the normal activities of such second Person will be
deemed to "control" such second Person (e.g. a sole general partner controls a
limited partnership).

         "Subordinated Debt" means any Debt of the Borrower expressly
subordinated to the Obligations, on terms specifically including, without
limitation, that payments on such Debt shall be prohibited if a Default exists
or would result from such payment, and other terms and conditions and pursuant
to documentation, all in form and substance reasonably satisfactory to the
Agent and the Majority Lenders.

         "Subsidiary" means (a) any corporation of which at least a majority of
the outstanding shares of stock having by the terms thereof ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned or
controlled by another Person or one or more of such Person's Subsidiaries or by
such Person and one or more of its Subsidiaries and (b) any Special Entity.
Unless otherwise expressly stated herein, each reference to the term
"Subsidiary" shall mean a Subsidiary of the Borrower.

         "Swing Line Commitment" means, for the Swing Line Lender, its
obligation to make Swing Line Loans up to $10,000,000.

         "Swing Line Facility" means the facility pursuant to Section 2.01(c).

         "Swing Line Lender" means Wells Fargo or such other Lender as the
Administrative Agent, the Borrower and such Lender shall agree.

         "Swing Line Loans" means the Loans made pursuant to Section 2.01(c).

         "Swing Line Note" means the promissory note or notes (whether one or
more) of the Borrower described in Section 2.07 and being in the form of
Exhibit A-2.

         "Taxes" is defined in Section 4.06(a).

         "Terminated Lender" is defined in Section 5.07(a).


                                     -20-

<PAGE>

         "Termination Date" means the earlier to occur of (a) June __, 2008,
and (b) the date that the Commitments are sooner terminated pursuant to
Sections 2.03(b) or 10.02 and the Notes are prepaid in full pursuant to Section
2.08.

         "Transfer" is defined in Section 9.16.

         "Transfer Stations" means those transfer stations listed on Exhibit E.

         "Type" means, with respect to any Loan, a Base Rate Loan or a LIBOR
Loan.

         "Waste Corporation" means Waste Corporation of America LLC, a Delaware
limited liability company.

         "Waste Corporation Texas" means Waste Corporation of Texas, L.P., a
Delaware limited partnership.

         "WCA Corp." is defined in the Recitals.

         "Welfare Plan" means any employee welfare benefit plan, as defined in
Section 3(1) of ERISA, which (a) is currently or hereafter sponsored maintained
or contributed to by the Borrower, any Subsidiary or an ERISA Affiliate or (b)
was at any time during the preceding six calendar years sponsored, maintained
or contributed to, by the Borrower, any Subsidiary or an ERISA Affiliate.

         Section 1.03 Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made, and
all financial statements and certificates and reports as to financial matters
required to be furnished to the Administrative Agent or the Lenders hereunder
shall be prepared, in accordance with GAAP, applied on a basis consistent with
the audited financial statements of the Borrower referred to in Section 7.02
(except for changes concurred with by the Borrower's independent public
accountants). If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Majority Lenders shall so request, the Administrative
Agent, the Lenders and the Borrower shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such
change in GAAP (subject to the approval of the Majority Lenders); provided
that, until so amended, (a) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (b) the
Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in
GAAP.


                                     -21-

<PAGE>

                                  ARTICLE II

                                  COMMITMENTS

         Section 2.01 Loans and Letters of Credit.

         (a) Revolving Credit Loans. Each Lender severally agrees, on the terms
and conditions of this Agreement, to make loans to the Borrower during the
period from and including (i) the Closing Date or (ii) such later date that
such Lender becomes a party to this Agreement as provided in Section 13.06(b),
to and up to, but excluding, the Termination Date in an aggregate principal
amount at any one time outstanding up to, but not exceeding, the amount of such
Lender's Revolving Credit Commitment as then in effect; provided, however, that
the aggregate principal amount of all such Revolving Credit Loans by all
Lenders hereunder at any one time outstanding together with the LC Exposure,
the Direct Pay Letter of Credit Exposure and the outstanding Swing Line Loans
shall not exceed the Aggregate Revolving Credit Commitments. Subject to the
terms of this Agreement, during the period from the Closing Date to and up to,
but excluding, the Termination Date, the Borrower may borrow, repay and
reborrow the amount described in this Section 2.01(a).

         (b) Direct Pay Letter of Credit. The Issuing Bank, subject to the
terms and conditions of the Existing Credit Agreement, issued the Direct Pay
Letter of Credit in a face amount not to exceed the Direct Pay Letter of Credit
Commitment for the account of the Borrower or Waste Corporation Texas as
described in the Reimbursement Agreement; provided, however, that the aggregate
principal amount of all such Revolving Credit Loans by all Lenders hereunder at
any one time outstanding together with the LC Exposure, the Direct Pay Letter
of Credit Exposure and the outstanding Swing Line Loans shall not exceed the
Aggregate Revolving Credit Commitments. In the event of any conflict between
any provision of the Reimbursement Agreement and this Agreement or the Existing
Credit Agreement, the Borrower, the Issuing Bank, the Administrative Agent and
the Lenders hereby agree that the provisions of the Reimbursement Agreement
shall govern. The Issuing Bank sent to the Borrower and each Lender,
immediately upon issuance of the Direct Pay Letter of Credit, a true and
complete copy of the Direct Pay Letter of Credit, and will send immediately
upon issuance of any amendment of the Direct Pay Letter of Credit, a true and
correct copy of such amendment. The Lenders participate in the Direct Pay
Letter of Credit according to their respective Percentage Shares pursuant to
Section 2.10.

         (c) Swing Line Loans.

             (i) Solely for ease of administration of the Revolving Credit
Loans, the Swing Line Lender may, upon receipt of a notice required under
Section 2.02(c) on the proposed date of funding, but shall not be required to,
fund Base Rate Loans made in accordance with the provisions of this Agreement,
bearing interest as set forth in Section 3.02(a)(i). The Swing Line Lender may,
in its sole discretion and without conferring with the Lenders, make Swing Line
Loans to the Borrower by entry of credits to the Borrower's operating
account(s) with the Swing Line Lender to cover checks which the Borrower has
drawn or made against such account and shall notify the Administrative Agent of
any overdrafts being advanced as Swing Line Loans. The Borrower hereby requests
and authorizes the Swing Line Lender to make from


                                     -22-

<PAGE>

time to time such Swing Line Loans by means of appropriate entries of such
credits sufficient to cover checks then presented. The Borrower acknowledges
and agrees that the making of such Swing Line Loans shall be subject in all
respects to the provisions of this Agreement as if they were Swing Line Loans
covered by a request under Section 2.02(c), including, without limitation, the
limitations set forth in this Section 2.01 and the requirements that the
applicable provisions of Section 6.01 (in the case of Swing Line Loans made on
the Closing Date) and Section 6.02 be satisfied. All actions taken by the Swing
Line Lender pursuant to the provisions of this Section 2.01(c) shall be
conclusive and binding on the Borrower absent manifest error or such Swing Line
Lender's gross negligence or willful misconduct. The Swing Line Loans shall be
evidenced by the Swing Line Note; provided that the outstanding aggregate
amount of Swing Line Loans advanced by the Swing Line Lender hereunder shall
not exceed the Swing Line Commitment at any time. Each Lender shall remain
severally and unconditionally liable to fund its pro rata share (based upon
each Lender's Percentage Share) of such Swing Line Loans on each Settlement
Date and, in the event the Swing Line Lender chooses not to fund all Base Rate
Loans requested on any date, to fund its Percentage Share of the Base Rate
Loans requested, subject to satisfaction of the provisions hereof relating to
the making of Base Rate Loans. Prior to each Settlement, all payments or
repayments of the principal of, and interest on, Swing Line Loans shall be
credited to the account of the Swing Line Lender. The Borrower shall have the
right, at its election, to prepay the outstanding amount of the Swing Line
Loans, as a whole or in part, at any time without penalty or premium.

             (ii) The Lenders shall effect Settlements on (A) the Business Day
immediately following any day which the Swing Line Lender gives written notice
to the Administrative Agent to effect a Settlement, (B) the Business Day
immediately following the Swing Line Lender's or the Administrative Agent's
becoming aware of the existence of any Default, (C) the Termination Date, (D)
any date on which the Borrower wishes to convert a Swing Line Loan into a
Revolving Credit Loan, and (E) in any event, on the first Business Day of each
calendar quarter for the immediately preceding calendar quarter (each such
date, a "Settlement Date"). One Business Day prior to each such Settlement
Date, the Administrative Agent shall give notice by facsimile or telecopier to
the Lenders of (1) the respective outstanding amount of Revolving Credit Loans
made by each Lender as at the close of the prior Business Day, and (2) the
amount that any Lender, as applicable (a "Settling Lender"), shall pay to
effect a settlement (a "Settlement Amount"). A statement of the Administrative
Agent submitted to the Lenders with respect to any amounts owing hereunder
shall be PRIMA FACIE evidence of the amount due and owing. Each Settling Lender
shall, not later than 11:00 a.m. (Central Time) on each Settlement Date, effect
a wire transfer of immediately available funds to the Administrative Agent, for
the benefit of the Swing Line Lender, at the Administrative Agent's Principal
Office in the amount of such Lender's Settlement Amount. All funds advanced by
any Lender as a Settling Lender pursuant to this Section 2.01(c) shall for all
purposes be treated as a Base Rate Loan by that Lender (in place of the Swing
Loan Lender) to the Borrower and all such funds so advanced shall be treated as
a payment in full of such amount by the Borrower under its Swing Line Note.

             (iii) Subject to the Settling Lender's receipt of the notice
required pursuant to Section 2.01(c)(ii), the Administrative Agent may (unless
notified to the contrary by any Settling Lender by 11:00 a.m. (Central Time)
one Business Day prior to the Settlement Date) assume that each Settling Lender
has made available (or will make available by the time


                                     -23-

<PAGE>

specified in Section 2.01(c)(ii)) to the Administrative Agent its Settlement
Amount, and the Administrative Agent may (but shall not be required to), in
reliance upon such assumption, effect Settlements. If the Settlement Amount of
such Settling Lender is made available to the Administrative Agent on a date
after such Settlement Date, such Settling Lender shall pay the Administrative
Agent, for the benefit of the Swing Line Lender, on demand an amount equal to
the product of (A) the average, computed for the period referred to in clause
(C) below, of the weighted average annual interest rate paid by the
Administrative Agent for federal funds acquired by the Administrative Agent
during each day included in such period times (B) such Settlement Amount times
(C) a fraction, the numerator of which is the number of days that elapse from
and including such Settlement Date to but not including the date on which such
Settlement Amount shall become immediately available to the Administrative
Agent, and the denominator of which is 360. Upon payment of such amount such
Settling Lender shall be deemed to have delivered its Settlement Amount on the
Settlement Date and shall become entitled to interest payable by the Borrower
with respect to such Settling Lender's Settlement Amount as if such share were
delivered on the Settlement Date. If such Settlement Amount is not in fact made
available to the Administrative Agent by such Settling Lender within three
Business Days of such Settlement Date, the Administrative Agent shall be
entitled to recover such amount from the Borrower, with any unpaid interest
thereon at the Base Rate.

             (iv) After any Settlement Date, any payment by the Borrower of
Swing Line Loans hereunder shall be allocated pro rata among the Lenders, in
accordance with such Lender's Percentage Share.

             (v) If, prior to the making of a Revolving Credit Loan pursuant to
clause (ii) of this Section 2.01(c), a Default has occurred and is continuing,
each Lender shall, on the date such Revolving Credit Loan was to have been
made, purchase an undivided participating interest in the outstanding Swing
Line Loans in an amount equal to its Percentage Share of such Swing Line Loans.
Each Lender will immediately transfer to the Administrative Agent, for the
benefit of the Swing Line Lender, in immediately available funds, the amount of
its participation and upon receipt thereof the Administrative Agent will
deliver to such Lender a Swing Line participation certificate dated the date of
receipt of such funds and in such amount.

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

             (vii) Each Lender's obligation to purchase participating interests
pursuant to clause (v) above shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (A) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the Administrative Agent, the Borrower or


                                     -24-

<PAGE>

any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default; (C) any adverse change in the condition (financial or otherwise)
of the Borrower or any other Person; (D) any breach of this Agreement by the
Borrower or any other Lender or the Administrative Agent; or (E) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

         (d) Letters of Credit. During the period from and including the
Closing Date to, but excluding, the date 30 days prior to the Termination Date,
the Issuing Bank, as issuing bank for the Lenders, agrees to extend credit for
the account of the Borrower or any Guarantor (other than the Parent) at any
time and from time to time by issuing, renewing, extending or reissuing Letters
of Credit; provided however, the LC Exposure at any one time outstanding shall
not exceed the lesser of (i) the LC Commitment or (ii) the Aggregate Revolving
Credit Commitments, as then in effect, minus the aggregate principal amount of
all Revolving Credit Loans, Swing Line Loans, the Direct Pay Letter of Credit
Exposure and the LC Exposure then outstanding. The Lenders shall participate in
such Letters of Credit according to their respective Percentage Shares. Each of
the Letters of Credit shall (i) be issued by the Issuing Bank, (ii) contain
such terms and provisions as are reasonably required by the Issuing Bank, (iii)
be for the account of the Borrower or any Guarantor (other than the Parent) and
(iv) expire not later than five Business Days prior to the Termination Date.

         (e) Limitation on Types of Loans. Subject to the other terms and
provisions of this Agreement, at the option of the Borrower, the Loans may be
Base Rate Loans or LIBOR Loans; provided that, without the prior written
consent of the Majority Lenders, no more than 10 LIBOR Loans may be outstanding
at any time.

         Section 2.02 Borrowings, Continuations and Conversions, Letters of
Credit.

         (a) Borrowings. The Borrower shall give the Administrative Agent
(which shall promptly notify the Lenders) advance notice as hereinafter
provided of each borrowing hereunder, which shall specify (i) the aggregate
amount of such borrowing, (ii) the Type and (iii) the date (which shall be a
Business Day) of the Loans to be borrowed, and (iv) (in the case of LIBOR
Loans) the duration of the Interest Period therefor.

         (b) Minimum Amounts. All Base Rate Loan borrowings shall be in amounts
of at least $500,000 or the remaining balance of the Aggregate Revolving Credit
Commitments, if less, or any whole multiple of $100,000 in excess thereof, and
all LIBOR Loans shall be in amounts of at least $1,000,000 or any whole
multiple of $500,000 in excess thereof.

         (c) Notices. All borrowings (except for borrowings automatically
funded under Section 2.10(d)), continuations and conversions shall require
advance written notice to the Administrative Agent (which shall promptly notify
the Lenders) in the form of Exhibit B (or telephonic notice promptly confirmed
by such a written notice), which in each case shall be irrevocable, from the
Borrower to be received by the Administrative Agent (i) not later than 11:00
a.m. (Central time) on the date of each Swing Line Loan and (ii) with respect
to all Loans other than Swing Line Loans, not later than 11:00 a.m. (Central
time) at least one Business Day prior to the date of each Base Rate Loan
borrowing and three Business Days prior to the date of each LIBOR Loan
borrowing, continuation or conversion. Without in any way limiting the


                                     -25-

<PAGE>

Borrower's obligation to confirm in writing any telephonic notice, the
Administrative Agent may act without liability upon the basis of telephonic
notice believed by the Administrative Agent in good faith to be from the
Borrower prior to receipt of written confirmation. In each such case, the
Borrower hereby waives the right to dispute the Administrative Agent's record
of the terms of such telephonic notice except in the case of gross negligence
or willful misconduct by the Administrative Agent.

         (d) Continuation Options. Subject to the provisions made in this
Section 2.02(d), the Borrower may elect to continue all or any part of any
LIBOR Loan beyond the expiration of the then current Interest Period relating
thereto by giving advance notice as provided in Section 2.02(c) to the
Administrative Agent (which shall promptly notify the Lenders) of such
election, specifying the amount of such Loan to be continued and the Interest
Period therefor. In the absence of such a timely and proper election, the
Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base
Rate Loan pursuant to Section 2.02(e). All or any part of any LIBOR Loan may be
continued as provided herein, provided that (i) any continuation of any such
Loan shall be (as to each Loan as continued for an applicable Interest Period)
in amounts of at least $1,000,000 or any whole multiple of $500,000 in excess
thereof and (ii) no Default shall have occurred and be continuing. If a Default
shall have occurred and be continuing, each LIBOR Loan shall be converted to a
Base Rate Loan on the last day of the Interest Period applicable thereto.

         (e) Conversion Options. The Borrower may elect to convert all or any
part of any LIBOR Loan on the last day of the then current Interest Period
relating thereto to a Base Rate Loan by giving advance notice to the
Administrative Agent (which shall promptly notify the Lenders) of such
election. Subject to the provisions made in this Section 2.02(e), the Borrower
may elect to convert all or any part of any Base Rate Loan at any time and from
time to time to a LIBOR Loan by giving advance notice as provided in Section
2.02(c) to the Administrative Agent (which shall promptly notify the Lenders)
of such election. All or any part of any outstanding Loan may be converted as
provided herein, provided that (i) any conversion of all or any part of any
Base Rate Loan into a LIBOR Loan shall be (as to each such Loan into which
there is a conversion for an applicable Interest Period) in amounts of at least
$1,000,000 or any whole multiple of $500,000 in excess thereof and (ii) no
Default shall have occurred and be continuing. If a Default shall have occurred
and be continuing, no Base Rate Loan may be converted into a LIBOR Loan.

         (f) Advances. Not later than 11:00 a.m. (Central time) on the date
specified for each borrowing hereunder, each Lender shall make available the
amount of the Loan to be made by it on such date to the Administrative Agent,
to an account which the Administrative Agent shall specify, in immediately
available funds, for the account of the Borrower. The amounts so received by
the Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by depositing the same, in
immediately available funds, in an account of the Borrower, designated by the
Borrower and maintained at the Principal Office.

         (g) Letters of Credit. The Borrower shall give the Issuing Bank (which
shall promptly notify the Lenders of such request and their Percentage Share of
such Letter of Credit) advance notice to be received by the Issuing Bank not
later than 11:00 a.m. (Central time) not


                                     -26-

<PAGE>

less than three Business Days prior thereto of each request for the issuance,
and at least the earlier of (A) 30 Business Days prior to the date of the
renewal or extension, of a Letter of Credit hereunder or (B) 30 calendar days
prior to the last date upon which the Issuing Bank is required to give notice
of cancellation or non-renewal of such Letter of Credit thereunder, which
request shall specify (i) the amount of such Letter of Credit, (ii) the date
(which shall be a Business Day) such Letter of Credit is to be issued, renewed
or extended, (iii) the duration thereof, (iv) the name and address of the
beneficiary thereof and (v) such other information as the Administrative Agent
may reasonably request, all of which shall be reasonably satisfactory to the
Administrative Agent. Subject to the terms and conditions of this Agreement, on
the date specified for the issuance, renewal or extension of a Letter of
Credit, the Administrative Agent shall issue, renew or extend such Letter of
Credit to the beneficiary thereof.

         In conjunction with the issuance of each Letter of Credit, the
Borrower shall execute a Letter of Credit Agreement. In the event of any
conflict between any provision of a Letter of Credit Agreement and this
Agreement, the Borrower, the Issuing Bank, the Administrative Agent and the
Lenders hereby agree that the provisions of this Agreement shall govern.

         The Issuing Bank will send to the Borrower and each Lender,
immediately upon issuance of any Letter of Credit, or an amendment thereto, a
true and complete copy of such Letter of Credit, or such amendment thereto.

         Section 2.03 Changes of Aggregate Revolving Credit Commitments.

         (a) The Aggregate Revolving Credit Commitments shall be automatically
adjusted as a result of any reductions pursuant to Section 2.03(b) or 2.08.

         (b) The Borrower shall have the right to terminate or to reduce the
amount of the Aggregate Revolving Credit Commitments at any time, or from time
to time, upon not less than three Business Days' prior notice to the
Administrative Agent (which shall promptly notify the Lenders) of each such
termination or reduction, which notice shall specify the effective date thereof
and the amount of any such reduction (which shall not be less than $1,000,000
or any whole multiple of $1,000,000 in excess thereof) and shall be irrevocable
and effective only upon receipt by the Administrative Agent.

         (c) The Aggregate Revolving Credit Commitments once terminated or
reduced may not be reinstated.

         Section 2.04 Increase in Aggregate Revolving Credit Commitments.

         (a) So long as (i) no Default has occurred and is continuing, and (ii)
the Borrower has not terminated or reduced in part any unused portion of the
Aggregate Revolving Credit Commitments at any time pursuant to Section 2.03,
the Borrower may (1) at any time during the period beginning on the Closing
Date through the date syndication efforts of the Loans have been completed, by
notice to the Administrative Agent, request an increase in the amount of the
Aggregate Revolving Credit Commitments within the


                                     -27-

<PAGE>

limitations hereafter described and (2) at any time during the period beginning
six months after the Closing Date through and including the Termination Date,
by notice to the Administrative Agent, request a one-time increase in the
amount of the Aggregate Revolving Credit Commitments within the limitations
hereafter described, which notices shall set forth the amount of such increase.
In accordance with Section 2.04(d), the amount of the Aggregate Revolving
Credit Commitments may be so increased either by having one or more New Lenders
that have been approved by the Borrower become Lenders and/or by having any one
or more of the then existing Lenders (at their respective election in their
sole discretion) increase the amount of their Revolving Credit Commitments
("Increasing Lenders"), provided that (i) the Revolving Credit Commitment of
any New Lender shall not be less than $5,000,000 and the sum of the Revolving
Credit Commitments of the New Lenders and the increases in the Revolving Credit
Commitments of the Increasing Lenders shall be in an aggregate amount of not
less than $5,000,000 (and, if in excess thereof, in integral multiples of
$1,000,000); (ii) the aggregate amount of all the increases in the Revolving
Credit Commitments pursuant to this Section 2.04 shall not exceed Twenty-Five
Million Dollars ($25,000,000); (iii) the Borrower, each New Lender and/or each
Increasing Lender shall have executed and delivered to the Administrative Agent
a commitment and acceptance (the "Commitment and Acceptance") substantially in
the form of Exhibit G hereto, and the Administrative Agent shall have accepted
and executed the same, (iv) the Borrower shall have executed and delivered to
the Administrative Agent a Revolving Credit Note or Revolving Credit Notes
payable to the order of each New Lender and/or each Increasing Lender, each
such Revolving Credit Note to be in the amount of such New Lender's Revolving
Credit Commitment or such Increasing Lender's Revolving Credit Commitment (as
applicable); (v) if requested by the Administrative Agent, the Borrower shall
have delivered to the Administrative Agent opinions of counsel (substantially
similar to the forms of opinions provided for in Section 6.01(f), modified to
apply to the increase in the Revolving Credit Commitments and each new
Revolving Credit Note and Commitment and Acceptance executed and delivered in
connection therewith); (vi) the Guarantors shall have consented in writing to
the new Revolving Credit Commitments or increases in Revolving Credit
Commitments (as applicable) and shall have agreed that their Guaranty Agreement
continues in full force and effect, and (vii) the Borrower, each New Lender
and/or each Increasing Lender shall otherwise have executed and delivered such
other instruments and documents as the Administrative Agent shall have
reasonably requested in connection with such new Revolving Credit Commitment or
increase in the Revolving Credit Commitment (as applicable). The form and
substance of the documents required under clauses (iii) through (vii) above
shall be reasonably acceptable to the Administrative Agent. The Administrative
Agent shall provide written notice to all of the Lenders hereunder of the
admission of any New Lender or the increase in the Revolving Credit Commitment
of any Increasing Lender hereunder and shall furnish to each of the Lenders
copies of the documents required under clause (iii), (v), (vi) and (vii) above.

         (b) Upon the effective date of any increase in the Aggregate Revolving
Credit Commitments pursuant to the provisions hereof (such date hereinafter
referred to as the "Increase Date"), which Increase Date shall be mutually
agreed upon by the Borrower, each New Lender, each Increasing Lender and the
Administrative Agent, each New Lender and/or Increasing Lender shall make a
payment to the Administrative Agent in an amount sufficient, upon the
application of such payments by all New Lenders and Increasing Lenders to the
reduction of the outstanding Revolving Credit Loans held by the Lenders
(including the Increasing Lenders) to cause the principal amount outstanding
under the Revolving Credit Loans made by each Lender to be equal to each
Lender's Percentage Share of the Aggregate Revolving Credit Commitments as so
increased. The Borrower hereby irrevocably authorizes each New Lender and/or
each Increasing Lender to fund to the Administrative Agent the payment required
to be made pursuant


                                     -28-

<PAGE>

to the immediately preceding sentence for application to the reduction of the
outstanding Revolving Credit Loans held by the other Lenders, and each such
payment shall constitute a Revolving Credit Loan hereunder. If, as a result of
the repayment of the Revolving Credit Loans provided for in this Section
2.04(b), any payment of a LIBOR Loan occurs on a day which is not the last day
of the applicable Interest Period, the Borrower will pay to the Administrative
Agent for the benefit of any of the Lenders (including any Increasing Lender to
the extent of LIBOR Loans held by such Increasing Lender prior to such Increase
Date) holding a LIBOR Loan any loss or cost incurred by such Lender resulting
therefrom in accordance with Section 5.05. Upon the Increase Date, all
Revolving Credit Loans outstanding hereunder (including any Revolving Credit
Loans made by the New Lenders and/or Increasing Lenders on the Increase Date)
shall be Base Rate Loans, subject to the Borrower's right to convert the same
to LIBOR Loans on or after such date in accordance with the provisions of
Section 2.02.

         (c) Upon the Increase Date and the making of the Revolving Credit
Loans by the New Lenders and/or Increasing Lenders in accordance with the
provisions of Section 2.04(b), each New Lender and/or each Increasing Lender
shall also be deemed to have irrevocably and unconditionally purchased and
received without recourse or warranty, from the Lenders immediately prior to
the Increase Date, an undivided interest and participation in any Letter of
Credit and Swing Line Loan, as applicable, then outstanding, ratably, such that
each Lender (including each New Lender) holds a participation interest in each
such Letter of Credit and Swing Line Loan, as applicable, in proportion to such
Lender's Percentage Share.

         (d) Upon the notice by the Borrower to the Administrative Agent
pursuant to Section 2.04(a) hereof, each of the then existing Lenders shall
have the right (at such Lender's election) to increase its Revolving Credit
Commitment by an amount equal to such Lender's Percentage Share of the proposed
increase in the Aggregate Revolving Credit Commitments. If less than all of the
proposed increase in Aggregate Revolving Credit Commitments is elected by the
existing Lenders, then any of the then existing Lenders shall have the right to
increase its Revolving Credit Commitment in an amount greater than such
Lender's Percentage Share of the proposed increase in the Aggregate Revolving
Credit Commitments with the Administrative Agent's approval. If the entire
amount of the proposed increase in Aggregate Revolving Credit Commitments is
still not obtained, the Borrower may with the Administrative Agent's
cooperation add New Lenders, such New Lenders to be reasonably acceptable to
the Administrative Agent, with new Revolving Credit Commitments which when
added to the increase in Revolving Credit Commitments of the Increasing
Lenders, shall equal the requested increase in the Aggregate Revolving Credit
Commitments. In the event the sum of each New Lender's Revolving Credit
Commitment and the increase in each Increasing Lender's Revolving Credit
Commitment is less than the requested increase in the Aggregate Revolving
Credit Commitments, the Borrower may elect to accept the increase in the
Aggregate Revolving Credit Commitments to be equal to such lesser amount.
Notwithstanding anything to the contrary, Administrative Agent shall not be
liable for any failure to obtain Increasing Lenders or New Lenders hereunder or
any failure to increase the Aggregate Revolving Credit Commitments by the
amount so requested by the Borrower pursuant to Section 2.04(a).

         (e) Nothing contained herein shall constitute, or otherwise be deemed
to be a commitment or agreement on the part of any Lender to increase its
Revolving Credit Commitment hereunder at any time. No Lender (except only for
itself) shall have the right to


                                     -29-

<PAGE>

decline Borrower's request pursuant to Section 2.04(a) for an increase in the
Aggregate Revolving Credit Commitments.

         Section 2.05 Fees.

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender a commitment fee on the daily average unused
amount of the Aggregate Revolving Credit Commitments for the period from and
including the Closing Date up to, but excluding, the earlier of the date the
Aggregate Revolving Credit Commitments are terminated or the Termination Date
at a rate per annum equal to the applicable per annum percentage set forth at
the appropriate intersection in the table shown below, based on the Leverage
Ratio on the most recent Determination Date:

============================================ =====================
              LEVERAGE RATIO                    COMMITMENT FEE
                                                  PERCENTAGE
============================================ =====================
Greater than or equal to 3.00:1.00                  0.500%
-------------------------------------------- ---------------------
Less than 3.00:1.00 but greater than or             0.375%
equal to 1.50:1.00
-------------------------------------------- ---------------------
Less than 1.50:1.00                                 0.300%
============================================ =====================

The commitment fee percentage shall be established as of each Determination
Date beginning with the fiscal quarter ending June 30, 2004. Any change in the
commitment fee percentage following each Determination Date shall be determined
based upon the information and computations set forth in the financial
statements and Compliance Certificate furnished to the Administrative Agent
pursuant to Section 8.01, subject to review and approval of such computations
by the Administrative Agent. Each change in the commitment fee percentage shall
be effective as of the first day of the calendar month following each
Determination Date and shall remain in effect until the date that is the first
day of the calendar month following the next Determination Date for which a
change in the commitment fee percentage occurs; provided, however; if the
Borrower shall fail to deliver any required financial statements or Compliance
Certificate within the time period required by Section 8.01, the commitment fee
percentage shall be the highest percentage amount set forth in the above table
for the period beginning on the relevant Determination Date and ending on the
date that the appropriate financial statements and Compliance Certificate are
so delivered. Notwithstanding the foregoing, during the period beginning on the
Closing Date and ending on June 30, 2004, the commitment fee percentage shall
be 0.375%. Accrued commitment fees shall be payable quarterly in arrears on
each Quarterly Date and on the earlier of the date the Aggregate Revolving
Credit Commitments are terminated or the Termination Date. For purposes of
computing the commitment fees payable hereunder, outstanding Swing Line Loans
shall be disregarded.

         (b) Letter of Credit and Direct Pay Letter of Credit Fees.

             (i) The Borrower agrees to pay the Administrative Agent, for the
account of each Lender, commissions for issuing the Letters of Credit on the
daily average outstanding of the maximum liability of the Issuing Bank existing
from time to time under such Letter of Credit (calculated separately for each
Letter of Credit) at the rate per annum equal to the Applicable Margin in
effect from time to time for LIBOR Loans, provided that each Letter of


                                     -30-

<PAGE>

Credit shall bear a minimum commission of $500. Each Letter of Credit shall be
deemed to be outstanding up to the full undrawn face amount of the Letter of
Credit until the Issuing Bank has received the canceled Letter of Credit or a
written cancellation of the Letter of Credit from the beneficiary of such
Letter of Credit in form and substance acceptable to the Issuing Bank, or for
any reductions in the amount of the Letter of Credit (other than from a
drawing), written notification from the beneficiary of such Letter of Credit.
Such commissions are payable quarterly in arrears on each Quarterly Date and
upon cancellation or expiration of each such Letter of Credit.

             (ii) In addition to the foregoing, the Borrower shall pay to the
Issuing Bank, for its own account, fronting, amendment, transfer, negotiating
and other fees in accordance with the Issuing Bank's then current fee policy
generally applicable to letters of credit of the same or similar type issued by
the Issuing Bank.

             (iii) In addition to the foregoing, the Borrower shall pay to the
Issuing Bank certain fees more specifically described in the Reimbursement
Agreement.

         (c) The Borrower shall pay such other fees as are set forth in the Fee
Letter in the manner and on the dates specified therein to the extent not paid
prior to the Closing Date.

         Section 2.06 Several Obligations. The failure of any Lender to make
any Loan to be made by it or to provide funds for disbursements or
reimbursements under Letters of Credit on the date specified therefor shall not
relieve any other Lender of its obligation to make its Loan or provide funds on
such date, but no Lender shall be responsible for the failure of any other
Lender to make a Loan to be made by such other Lender or to provide funds to be
provided by such other Lender.

         Section 2.07 Notes. The Revolving Credit Loans (other than Swing Line
Loans) made by each Lender shall be evidenced by a single promissory note of
the Borrower in substantially the form of Exhibit A-1, dated (i) the Closing
Date or (ii) the effective date of an Assignment pursuant to Section 13.06(b),
payable to the order of such Lender in a principal amount equal to its
Revolving Credit Commitment as originally in effect and otherwise duly
completed and such substitute Notes as required by Section 13.06(b). The Swing
Line Loans made by the Swing Line Lender resulting from the advances under
Section 2.01(c) shall be evidenced by a promissory note of the Borrower in
substantially the form of Exhibit A-2, dated the Closing Date and payable to
the Swing Line Lender in a principal amount equal to the Swing Line Commitment.
The date, amount, Type, interest rate and Interest Period of each Loan made by
each Lender, and all payments made on account of the principal thereof, shall
be recorded by such Lender on its books for its Notes, and, prior to any
transfer may be endorsed by such Lender on the schedule attached to such Notes
or any continuation thereof or on any separate record maintained by such
Lender. Failure to make any such notation or to attach a schedule shall not
affect any Lender's or the Borrower's rights or obligations in respect of such
Loans or affect the validity of such transfer by any Lender of its Notes.


                                     -31-

<PAGE>

         Section 2.08 Prepayments.

         (a) Voluntary Prepayments. The Borrower may prepay the Base Rate Loans
upon not less than one Business Day's prior notice to the Administrative Agent
(which shall promptly notify the Lenders), which notice shall specify the
prepayment date (which shall be a Business Day) and the amount of the
prepayment (which shall be at least $500,000 or any whole multiple of $500,000
or, if less, the remaining aggregate principal balance outstanding on the
Notes) and shall be irrevocable and effective only upon receipt by the
Administrative Agent, provided that interest on the principal prepaid, accrued
to the prepayment date, shall be paid on the prepayment date. The Borrower may
prepay LIBOR Loans on the same conditions as for Base Rate Loans (except that
prior notice to the Administrative Agent shall be not less than three Business
Days for LIBOR Loans) and in addition such prepayments of LIBOR Loans shall be
subject to the terms of Section 5.05.

         (b) Mandatory Prepayments.

             (i) Revolving Credit Commitment Reductions. If, after giving
effect to any termination or reduction of the Aggregate Revolving Credit
Commitments pursuant to Section 2.03(b) or 2.03(c), the outstanding aggregate
principal amount of the Revolving Credit Loans and Swing Line Loans, plus the
LC Exposure, plus the Direct Pay Letter of Credit Exposure exceeds the
Aggregate Revolving Credit Commitments, the Borrower shall (i) prepay the
Revolving Credit Loans and Swing Line Loans on the date of such termination or
reduction in an aggregate principal amount equal to the excess, together with
interest on the principal amount paid accrued to the date of such prepayment
and (ii) if any excess remains after prepaying all of the Revolving Credit
Loans and Swing Line Loans because of LC Exposure and/or Direct Pay Letter of
Credit Exposure, pay to the Administrative Agent on behalf of the Lenders an
amount equal to the excess to be held as cash collateral as provided in Section
2.09(b) hereof.

             (ii) Upon Transfers and Issuances of Equity. The Borrower shall,
and shall cause any Subsidiary to, apply an amount equal to 100% of the net
cash proceeds received from any (A) Transfers of the type referred to in
Section 9.16(iii) to the extent that during any consecutive 12-month period
such net cash proceeds exceed $2,500,000, based on the net book value of the
Property sold or the net proceeds received and (B) issuance by the Borrower or
its Subsidiaries of debt or equity securities to first, promptly prepay the
Revolving Credit Loans, and second, promptly provide cash collateral or, at the
Borrower's election so long as no Default has occurred and is continuing,
effect optional redemption of the Bonds in an amount not less than the Direct
Pay Letter of Credit Exposure as provided in the Reimbursement Agreement. Upon
the occurrence of any event requiring a mandatory prepayment to the Revolving
Credit Loans pursuant to this Section 2.08(b)(ii), the Aggregate Revolving
Credit Commitments shall automatically reduce by an amount equal to such net
cash proceeds received in connection with the transactions described in clauses
(A) and (B) above. Notwithstanding the foregoing, the Borrower may elect to
provide cash collateral in lieu of the prepayment required pursuant to this
clause (ii) to the extent any LIBOR Loans are outstanding until termination of
the applicable Interest Period so long as (A) the pledge of cash collateral
does not affect the tax-exempt nature of the Bonds or result in the Bonds being
characterized as so called "arbitrage bonds," and (B) no Default has occurred
and is continuing.


                                     -32-

<PAGE>

             (iii) Generally. Prepayments permitted or required under this
Section 2.08 shall be without premium or penalty, except as required under
Section 5.05 for prepayment of LIBOR Loans. Any prepayments on the Revolving
Credit Loans may be reborrowed subject to the then effective Aggregate
Revolving Credit Commitments. Any voluntary prepayments shall be applied to the
Loans as specified by Borrower.

             (iv) Transfers of Non-Core Assets. The Borrower shall, and shall
cause any Guarantor or Subsidiary to, apply an amount equal to 100% of the net
cash proceeds received from any Transfers of the type referred to in Section
9.16(iv) to first, promptly prepay the Revolving Credit Loans and second,
promptly provide cash collateral. Notwithstanding the foregoing, the Borrower
may elect to provide cash collateral in lieu of the prepayment required
pursuant to this clause (vi) to the extent any LIBOR Loans are outstanding
until termination of the applicable Interest Period so long as no Default has
occurred and is continuing.

         Section 2.09 Assumption of Risks. The Borrower assumes all risks of
the acts or omissions of any beneficiary of any Letter of Credit or the Direct
Pay Letter of Credit or any transferee thereof with respect to its use of such
Letter of Credit or the Direct Pay Letter of Credit. Neither the Issuing Bank
(except in the case of gross negligence or willful misconduct on the part of
the Issuing Bank or any of its employees), nor any Lender shall be responsible
for the validity, sufficiency (except for the sufficiency on their face) or
genuineness of certificates or other documents or any endorsements thereon,
even if such certificates or other documents should in fact prove to be
invalid, insufficient, fraudulent or forged; for errors, omissions,
interruptions or delays in transmissions or delivery of any messages by mail,
telex, or otherwise, whether or not they be in code; for errors in translation
or for errors in interpretation of technical terms; the validity or sufficiency
(except for the sufficiency on their face) of any instrument transferring or
assigning or purporting to transfer or assign any Letter of Credit or the
Direct Pay Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; the failure of any beneficiary or any transferee of any Letter of
Credit or the Direct Pay Letter of Credit to comply fully with the underlying
conditions required in order to draw upon any Letter of Credit or the Direct
Pay Letter of Credit; or for any other consequences arising from causes beyond
the Issuing Bank's control or the control of the Issuing Bank's correspondents.
In addition, neither the Issuing Bank, the Administrative Agent nor any Lender
shall be responsible for any error, neglect, or default of any of the Issuing
Bank's correspondents; and none of the above shall affect, impair or prevent
the vesting of any of the Issuing Bank's, the Administrative Agent's or any
Lender's rights or powers hereunder or under the Letter of Credit Agreements or
this Agreement, all of which rights shall be cumulative. The Issuing Bank and
its correspondents may accept certificates or other documents that appear on
their face to comply with the terms of the applicable Letter of Credit or the
Direct Pay Letter of Credit, without responsibility for further investigation
of any matter contained therein regardless of any notice or information to the
contrary. In furtherance and not in limitation of the foregoing provisions, the
Borrower agrees that any action, inaction or omission taken or not taken by the
Issuing Bank or by any correspondent for the Issuing Bank in good faith in
connection with any Letter of Credit, the Direct Pay Letter of Credit, or any
related drafts, certificates, documents or instruments, shall be binding on the
Borrower and shall not put the Issuing Bank or its correspondents under any
resulting liability to the Borrower in the absence of gross negligence or
willful misconduct on the part of any such Person.


                                     -33-

<PAGE>

         Section 2.10 Obligation to Reimburse and to Prepay.

         (a) If a disbursement by the Issuing Bank is made under any Letter of
Credit, the Borrower shall pay to the Administrative Agent within two Business
Days after notice of any such disbursement is received by the Borrower, the
amount of each such disbursement made by the Issuing Bank under the Letter of
Credit (if such payment is not sooner effected as may be required under this
Section 2.10 or under other provisions of the Letter of Credit), together with
interest on the amount disbursed from and including the date of disbursement
until payment in full of such disbursed amount at a varying rate per annum
equal to (i) the then applicable interest rate for Base Rate Loans (but in no
event to exceed the Highest Lawful Rate) through the second Business Day after
notice of such disbursement is received by the Borrower and (ii) thereafter,
the Post-Default Rate for Base Rate Loans (but in no event to exceed the
Highest Lawful Rate) for the period from and including the third Business Day
following the date of such disbursement to and including the date of repayment
in full of such disbursed amount. Subject to Section 13.14, the obligations of
the Borrower or Waste Corporation Texas, if applicable, under this Agreement
with respect to each Letter of Credit and the Direct Pay Letter of Credit shall
be absolute, unconditional and irrevocable and shall be paid or performed
strictly in accordance with the terms of this Agreement under all circumstances
whatsoever, including, without limitation, but only to the fullest extent
permitted by applicable law, the following circumstances: (i) any lack of
validity or enforceability of this Agreement, any Letter of Credit, the Direct
Pay Letter of Credit or any of the Security Instruments; (ii) any amendment or
waiver of (including any default), or any consent to departure from this
Agreement (except to the extent permitted by any amendment or waiver), any
Letter of Credit, the Direct Pay Letter of Credit or any of the Security
Instruments; (iii) the existence of any claim, set-off, defense or other rights
which the Borrower or any Guarantor, if applicable, may have at any time
against the beneficiary of any Letter of Credit or the Direct Pay Letter of
Credit or any transferee of any Letter of Credit or the Direct Pay Letter of
Credit (or any Persons for whom any such beneficiary or any such transferee may
be acting), the Issuing Bank, the Administrative Agent, any Lender or any other
Person, whether in connection with this Agreement, any Letter of Credit, the
Direct Pay Letter of Credit, the Security Instruments, the transactions
contemplated hereby or any unrelated transaction; (iv) any statement,
certificate, draft, notice or any other document presented under any Letter of
Credit or the Direct Pay Letter of Credit proves to have been forged,
fraudulent, insufficient (so long as it is not insufficient on its face) or
invalid in any respect or any statement therein proves to have been untrue or
inaccurate in any respect whatsoever; (v) payment by the Issuing Bank under any
Letter of Credit or the Direct Pay Letter of Credit against presentation of a
draft or certificate which appears on its face to comply, but does not comply,
with the terms of such Letter of Credit or the Direct Pay Letter of Credit; and
(vi) any other circumstance or happening whatsoever, whether or not similar to
any of the foregoing. Notwithstanding anything in this Agreement to the
contrary, the Borrower will not be liable for payment or performance that
results from the gross negligence or willful misconduct of the Issuing Bank,
except to the extent the Borrower or any Subsidiary actually recovers (net of
costs and expenses) any proceeds (net of any expenses incurred for such
recovery) for itself or the Issuing Bank of any payment made by the Issuing
Bank in connection with such gross negligence or willful misconduct.

         (b) In the event of the occurrence of any Event of Default, a payment
or prepayment pursuant to Section 2.08(b) or the maturity of the Notes, whether
by acceleration or otherwise, an amount equal to the LC Exposure (or the excess
in the case of Section 2.08(b)),


                                     -34-

<PAGE>

shall be deemed to be forthwith due and owing by the Borrower to the
Administrative Agent as of the date of any such occurrence; and the Borrower's
obligation to pay such amount shall be absolute and unconditional, without
regard to whether any beneficiary of any such Letter of Credit has attempted to
draw down all or a portion of such amount under the terms of a Letter of
Credit, and, to the fullest extent permitted by applicable law, shall not be
subject to any defense or be affected by a right of set-off, counterclaim or
recoupment which the Borrower may now or hereafter have against any such
beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any
other Person for any reason whatsoever. Such payments shall be held by the
Administrative Agent on behalf of the Issuing Bank and the Lenders as cash
collateral securing the LC Exposure in an account or accounts at the Principal
Office; and the Borrower hereby grants to and by its deposit with the
Administrative Agent grants to the Administrative Agent a security interest in
such cash collateral. In the event of any such payment by the Borrower of
amounts contingently owing under outstanding Letters of Credit and in the event
that thereafter drafts or other demands for payment complying with the terms of
such Letters of Credit are not made prior to the respective expiration dates
thereof, the Administrative Agent agrees, if no Event of Default has occurred
and is continuing or if no other amounts are outstanding under this Agreement,
the Notes or the Security Instruments, to remit to the Borrower amounts for
which the contingent obligations evidenced by the Letters of Credit have
ceased.

         (c) Each Lender severally and unconditionally agrees that it shall
promptly reimburse the Issuing Bank an amount equal to such Lender's Percentage
Share of any disbursement made by the Issuing Bank (i) under any Letter of
Credit that is not reimbursed according to this Section 2.10 or (ii) under the
Direct Pay Letter of Credit that is not reimbursed according to the
Reimbursement Agreement.

         (d) Notwithstanding anything to the contrary contained herein, subject
to availability under the Swing Line Commitment, to the extent the Borrower has
not reimbursed the Issuing Bank for any drawn upon Letter of Credit within two
Business Days after notice of such disbursement has been received by the
Borrower, the amount of such Letter of Credit reimbursement obligation shall
automatically be funded by the Swing Line Lender as a Swing Line Loan hereunder
and used by the Swing Line Lender to pay such Letter of Credit reimbursement
obligation. To the extent the funding of such Letter of Credit reimbursement
obligation as a Swing Line Loan would cause the aggregate amount of all Swing
Line Loans outstanding to exceed the Swing Line Commitment or the Swing Line
Lender does not desire to make a Swing Line Loan for such purpose, such Letter
of Credit reimbursement obligation shall not be funded as a Swing Line Loan,
but instead shall be funded as a Revolving Credit Loan.

         Section 2.11 Lending Offices. The Loans of each Type made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office
for Loans of such Type.


                                     -35-

<PAGE>

                                  ARTICLE III

                       PAYMENTS OF PRINCIPAL AND INTEREST

         Section 3.01 Repayment of Loans.

         (a) Revolving Credit Loans. On the Termination Date the Borrower shall
repay the outstanding principal amount of the Revolving Credit Notes.

         (b) Swing Line Loans. The principal amount of each advance of a Swing
Line Loan (together with all interest accrued thereon until the date of
payment) shall be repaid pursuant to the terms of Section 2.01(c).

         (c) Direct Pay Letter of Credit. The principal amount of the Direct
Pay Letter of Credit shall be reduced pursuant to the Reimbursement Agreement.

         (d) Generally. The Borrower will pay to the Administrative Agent, for
the account of each Lender, the principal payments required by this Section
3.01.

         Section 3.02 Interest.

         (a) Interest Rates. The Borrower will pay to the Administrative Agent,
for the account of each Lender, interest on the unpaid principal amount of each
Loan made by such Lender for the period commencing on the date such Loan is
made to, but excluding, the date such Loan shall be paid in full, at the
following rates per annum:

             (i) if such a Loan is a Base Rate Loan, the Base Rate (as in
effect from time to time) plus the Applicable Margin, but in no event to exceed
the Highest Lawful Rate; and

             (ii) if such a Loan is a LIBOR Loan, for each Interest Period
relating thereto, the LIBOR Rate for such Loan plus the Applicable Margin (as
in effect from time to time), but in no event to exceed the Highest Lawful
Rate.

         (b) Post-Default Rate. Notwithstanding the foregoing, the Borrower
will pay to the Administrative Agent, for the account of each Lender interest
at the applicable Post-Default Rate on any principal of any Loan made by such
Lender, and (to the fullest extent permitted by law) on any other amounts due
and payable or that become due and payable by the Borrower hereunder, under any
Loan Document or under any Note held by such Lender to or for account of such
Lender, for the period commencing on the date of an Event of Default (or the
date any such other amount becomes due and payable) until the same is paid in
full or all Events of Default are cured or waived. If an Event of Default under
Section 10.01(a) occurs, the operation of this Section 3.02(b) shall be
automatic, but if the only Events of Default are Events of Default other than
under Section 10.01(a), the operation of this Section 3.02(b) shall require the
election of the Majority Lenders to accrue interest at the Post-Default Rate.

         (c) Due Dates. Accrued interest on Base Rate Loans shall be payable
monthly on the first day of each month commencing on [JUNE 1, 2004], and
accrued interest on


                                     -36-

<PAGE>

each LIBOR Loan shall be payable on the last day of the Interest Period
therefor and, if such Interest Period is longer than three months at
three-month intervals following the first day of such Interest Period, except
that interest payable at the Post-Default Rate shall be payable from time to
time on demand and interest on any LIBOR Loan that is converted into a Base
Rate Loan (pursuant to Section 5.04) shall be payable on the date of conversion
(but only to the extent so converted). Any accrued and unpaid interest on the
Revolving Credit Loans on the Termination Date shall be paid on such date.
Accrued interest on Swing Line Loans shall be paid pursuant to Section 3.01(c).

         (d) Determination of Rates. Promptly after the determination of any
interest rate provided for herein or any change therein, the Administrative
Agent shall notify the Lenders to which such interest is payable and the
Borrower thereof. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall, except in cases of manifest error, be final,
conclusive and binding on the parties.

                                  ARTICLE IV

                PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

         Section 4.01 Payments. Except to the extent otherwise provided herein,
all payments of principal, interest and other amounts to be made by the
Borrower or Waste Corporation Texas, if applicable, under this Agreement, the
Notes, the Direct Pay Letter of Credit and the Letter of Credit Agreements
shall be made in Dollars, in immediately available funds, to the Administrative
Agent at such account as the Administrative Agent shall specify by notice to
the Borrower from time to time, not later than 11:00 a.m. (Central time) on the
date on which such payments shall become due (each such payment made after such
time on such due date to be deemed to have been made on the next succeeding
Business Day). Such payments shall be made without (to the fullest extent
permitted by applicable law) defense, set-off or counterclaim. Each payment
received by the Administrative Agent under this Agreement or any Note for
account of a Lender shall be paid promptly to such Lender in immediately
available funds. Except as otherwise provided in the definition of "Interest
Period", if the due date of any payment under this Agreement or any Note would
otherwise fall on a day which is not a Business Day such date shall be extended
to the next succeeding Business Day and interest shall be payable for any
principal so extended for the period of such extension. At the time of each
payment to the Administrative Agent of any principal of or interest on any
borrowing, the Borrower shall notify the Administrative Agent of the Loans to
which such payment shall apply. In the absence of such notice the
Administrative Agent may specify the Loans to which such payment shall apply,
but to the extent possible such payment or prepayment will be applied first to
the Loans comprised of Base Rate Loans.

         Section 4.02 Pro Rata Treatment. Except to the extent otherwise
provided herein each Lender agrees that: (i) each borrowing from the Lenders
under Section 2.01 and each continuation and conversion under Section 2.02
shall be made from the Lenders pro rata in accordance with their Percentage
Share, each payment of commitment fee or other fees under Section 2.05(a) and
Section 2.05(b)(i) shall be made for account of the Lenders pro rata in
accordance with their Percentage Share, and each termination or reduction of
the amount of the Aggregate Revolving Credit Commitments under Section 2.03(b)
shall be applied to the


                                     -37-

<PAGE>

Commitment of each Lender, pro rata according to the amounts of its respective
Commitment; (ii) each payment of principal of Loans by the Borrower shall be
made for account of the Lenders pro rata in accordance with the respective
unpaid principal amount of the Loans held by the Lenders; and (iii) each
payment of interest on Loans by the Borrower shall be made for account of the
Lenders pro rata in accordance with the amounts of interest due and payable to
the respective Lenders; and (iv) each reimbursement by the Borrower or Waste
Corporation Texas, if applicable, of disbursements under the Direct Pay Letter
of Credit or Letters of Credit shall be made for account of the Issuing Bank
or, if funded by the Lenders, pro rata for the account of the Lenders, in
accordance with the amounts of reimbursement obligations due and payable to
each respective Lender.

     Section 4.03 Computations. Interest on all LIBOR Loans shall be computed
on the basis of a year of 360 days and actual days elapsed (including the first
day but excluding the last day) occurring in the period for which such interest
is payable, unless such calculation would exceed the Highest Lawful Rate, in
which case interest shall be calculated on the per annum basis of a year of 365
or 366 days, as the case may be. All computations of interest on Base Rate
Loans and fees shall be computed on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed (including the first day but excluding
the last day).

     Section 4.04 Non-receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or the Borrower prior
to the date on which such notifying party is scheduled to make payment to the
Administrative Agent (in the case of a Lender) of the proceeds of a Loan or a
payment under the Direct Pay Letter of Credit or a Letter of Credit to be made
by it hereunder or (in the case of the Borrower or Waste Corporation Texas) a
payment to the Administrative Agent for account of one or more of the Lenders
hereunder (such payment being herein called the "Required Payment"), which
notice shall be effective upon receipt, that it does not intend to make the
Required Payment to the Administrative Agent, the Administrative Agent may
assume that the Required Payment has been made and may, in reliance upon such
assumption (but shall not be required to), make the amount thereof available to
the intended recipient(s) on such date and, if such Lender or the Borrower or
Waste Corporation Texas (as the case may be) has not in fact made the Required
Payment to the Administrative Agent, the recipient(s) of such payment shall, on
demand, repay to the Administrative Agent the amount so made available together
with interest thereon in respect of each day during the period commencing on
the date such amount was so made available by the Administrative Agent until,
but excluding, the date the Administrative Agent recovers such amount at a rate
per annum which, for any Lender as recipient, will be equal to the Federal
Funds Rate, and for the Borrower or Waste Corporation Texas as recipient, will
be equal to the Base Rate plus the Applicable Margin.

     Section 4.05 Set-off, Sharing of Payments, Etc. (a) The Borrower agrees
that, in addition to (and without limitation of) any right of set-off, bankers'
lien or counterclaim a Lender may otherwise have, each Lender shall have the
right and be entitled (after consultation with the Administrative Agent), at
its option, to offset balances held by it or by any of such Lender's Affiliates
for account of the Borrower at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of such Lender's Loans,
or any other amount payable to such Lender hereunder, which is not paid when
due (regardless of whether such balances are then due to the Borrower), in
which case it shall promptly notify the Borrower and the


                                     -38-

<PAGE>

Administrative Agent thereof, provided that, to the extent permitted by law,
such Lender's failure to give such notice shall not affect the validity
thereof.

         (b) If any Lender shall obtain payment of any principal of or interest
on any Loan made by it to the Borrower under this Agreement (or reimbursement
by the Borrower or Waste Corporation Texas as to any Letter of Credit or the
Direct Pay Letter of Credit) through the exercise of any right of set-off,
banker's lien or counterclaim or similar right or otherwise, and, as a result
of such payment, such Lender shall have received a greater percentage of the
principal or interest (or reimbursement) then due hereunder by the Borrower or
Waste Corporation Texas, if applicable, to such Lender than the percentage
received by any other Lenders, it shall promptly (i) notify the Administrative
Agent and each other Lender thereof and (ii) purchase from such other Lenders
participations in (or, if and to the extent specified by such Lender, direct
interests in) the Loans (or participations in Letters of Credit or the Direct
Pay Letter of Credit) made by such other Lenders (or in interest due thereon,
as the case may be) in such amounts, and make such other adjustments from time
to time as shall be equitable, to the end that all the Lenders shall share the
benefit of such excess payment (net of any expenses which may be incurred by
such Lender in obtaining or preserving such excess payment) pro rata in
accordance with the unpaid principal and/or interest on the Loans held by each
of the Lenders (or reimbursements of Letters of Credit or the Direct Pay Letter
of Credit). To such end all the Lenders shall make appropriate adjustments
among themselves (by the resale of participations sold or otherwise) if such
payment is rescinded or must otherwise be restored. The Borrower agrees that
any Lender so purchasing a participation (or direct interest) in the Loans made
by other Lenders (or in interest due thereon, as the case may be) may exercise
all rights of set-off, banker's lien, counterclaim or similar rights with
respect to such participation as fully as if such Lender were a direct holder
of Loans (or Letters of Credit or the Direct Pay Letter of Credit) in the
amount of such participation. Nothing contained herein shall require any Lender
to exercise any such right or shall affect the right of any Lender to exercise,
and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Borrower. If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a set-off to which this Section 4.05 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section 4.05 to
share the benefits of any recovery on such secured claim.

         Section 4.06 Taxes.

         (a) Payments Free and Clear. Any and all payments by the Borrower or
any Guarantor hereunder shall be made, in accordance with Section 4.01, free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender, the Issuing Bank and
the Administrative Agent, taxes imposed on or measured by its income, and
franchise or similar taxes imposed on it, by any jurisdiction, taxes imposed by
any jurisdiction as a direct consequence of it, or any of its Affiliates,
having a present or former connection with such jurisdiction, including without
limitation, being organized, existing or qualified to do business, doing
business or maintaining a permanent establishment or office in such
jurisdiction, and taxes imposed by reason of its failure to comply with any
applicable certification, identification, information, documentation or other
reporting requirement (all such non-excluded


                                     -39-

<PAGE>

taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder to the
Lenders, the Issuing Bank or the Administrative Agent (i) the sum payable shall
be increased by the amount necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 4.06) such Lender, the Issuing Bank or the Administrative Agent
(as the case may be) shall receive an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxing authority or other Governmental Authority in accordance with
applicable law.

         (b) Other Taxes. In addition, to the fullest extent permitted by
applicable law, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, any
Assignment or any Security Instrument (hereinafter referred to as "Other
Taxes").

         (c) Indemnification. To the fullest extent permitted by applicable
law, the Borrower will indemnify each Lender and the Issuing Bank and the
Administrative Agent for the full amount of Taxes and Other Taxes (including,
but not limited to, any Taxes or Other Taxes imposed by any Governmental
Authority on amounts payable under this Section 4.06) paid by such Lender, the
Issuing Bank or the Administrative Agent (on their behalf or on behalf of any
Lender), as the case may be, and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto, whether or not such
Taxes or Other Taxes were correctly or legally asserted unless the payment of
such Taxes was not correctly or legally asserted and such Lender's payment of
such Taxes or Other Taxes was the result of its gross negligence or willful
misconduct. Any payment pursuant to such indemnification shall be made within
30 days after the date any Lender, the Issuing Bank or the Administrative
Agent, as the case may be, makes written demand therefor setting forth the
basis for such request.

         (d) Refunds and Benefits. If any Lender, the Issuing Bank or the
Administrative Agent receives a refund or credit in respect of any Taxes or
Other Taxes for which such Lender, Issuing Bank or the Administrative Agent has
received payment from the Borrower (whether under Sections 4.06(a) or (c) or
otherwise), and to the extent that such payment by the Borrower reduced the tax
burden that such Lender, the Issuing Bank or the Administrative Agent was or
shall be required to pay (such tax burden reduction hereinafter called the "tax
benefit"), such Lender, Issuing Bank or the Administrative Agent, as the case
may be, shall promptly notify the Borrower of such refund, credit or tax
benefit and shall, if no Default or Event of Default has occurred and is
continuing promptly thereafter (or promptly upon receipt or realization, if the
Borrower has requested application for such refund, credit or tax benefit
pursuant hereto), pay an amount equal to such refund, credit or tax benefit to
the Borrower without interest (but with any interest so refunded or credited),
provided that the Borrower, upon the request of such Lender, the Issuing Bank
or the Administrative Agent, agrees to return such refund, credit or tax
benefit (plus penalties, interest or other charges) to such Lender or the
Administrative Agent to the extent such Lender or the Administrative Agent is
required to repay such refund, credit or tax benefit (plus penalties, interest
or other charges).


                                     -40-

<PAGE>

         (e) Lender Representations.

             (i) Each Lender represents that it is either (1) a banking
association or corporation organized under the laws of the United States of
America or any state thereof or (2) it is entitled to complete exemption from
United States withholding tax imposed on or with respect to any payments,
including fees, to be made to it pursuant to this Agreement (A) under an
applicable provision of a tax convention to which the United States of America
is a party or (B) because it is acting through a branch, agency or office in
the United States of America and any payment to be received by it hereunder is
effectively connected with a trade or business in the United States of America.
Each Lender that is not a banking association or corporation organized under
the laws of the United States of America or any state thereof (each, a "Non-U.
S. Lender") agrees to provide to the Borrower and the Administrative Agent on
the Closing Date, or on the date of its delivery of the Assignment pursuant to
which it becomes a Lender, and at such other times as required by United States
law or as the Borrower or the Administrative Agent shall reasonably request,
two accurate and complete original signed copies of either (A) Internal Revenue
Service Form W-8ECI (or successor form) certifying that all payments to be made
to it hereunder will be effectively connected to a United States trade or
business (the "Form W-8ECI Certification") or (B) Internal Revenue Service Form
W-8BEN (or successor form) certifying that it is entitled to the benefit of a
provision of a tax convention to which the United States of America is a party
which completely exempts from United States withholding tax all payments to be
made to it hereunder (the "Form W-8BEN Certification"). In addition, each
Lender agrees that if it previously filed a Form W-8ECI Certification, it will
deliver to the Borrower and the Administrative Agent a new Form W-8ECI
Certification prior to the first payment date occurring in each of its
subsequent taxable years; and if it previously filed a Form W-8BEN
Certification, it will deliver to the Borrower and the Administrative Agent a
new certification prior to the first payment date falling in the third year
following the previous filing of such certification. Each Lender also agrees to
deliver to the Borrower and the Administrative Agent such other or supplemental
forms as may at any time be required as a result of changes in applicable law
or regulation in order to confirm or maintain in effect its entitlement to
exemption from United States withholding tax on any payments hereunder,
provided that the circumstances of such Lender at the relevant time and
applicable laws permit it to do so. If a Lender determines, as a result of any
change in either (i) a Governmental Requirement or (ii) its circumstances, that
it is unable to submit any form or certificate that it is obligated to submit
pursuant to this Section 4.06, or that it is required to withdraw or cancel any
such form or certificate previously submitted, it shall promptly notify the
Borrower and the Administrative Agent of such fact. If a Lender is organized
under the laws of a jurisdiction outside the United States of America, unless
the Borrower and the Administrative Agent have received a Form W-8BEN
Certification or Form W-8ECI Certification satisfactory to them indicating that
all payments to be made to such Lender hereunder are not subject to United
States withholding tax, the Borrower shall withhold taxes from such payments at
the applicable statutory rate. Each Lender agrees to indemnify and hold
harmless the Borrower or Administrative Agent, as applicable, from any United
States taxes, penalties, interest and other expenses, costs and losses incurred
or payable by (i) the Administrative Agent or the Borrower as a result of such
Lender's failure to submit any form or certificate that it is required to
provide pursuant to this Section 4.06 or (ii) the Borrower or the
Administrative Agent as a result of their reliance on any such form or
certificate which such Lender has provided to them pursuant to this Section
4.06.


                                     -41-

<PAGE>

             (ii) For any period with respect to which a Lender has failed to
provide the Borrower with the form required pursuant to this Section 4.06, if
any, (other than if such failure is due to (x) a retroactive change in a
Governmental Requirement or (y) a Governmental Requirement occurring subsequent
to the date on which a form originally would have been required to be provided
eliminating such requirement), such Lender shall not be entitled to
indemnification under this Section 4.06 with respect to taxes imposed by the
United States which taxes would not have been imposed but for such failure to
provide such forms; provided, however, that if a Lender, which is otherwise
exempt from or subject to a reduced rate of withholding tax, becomes subject to
taxes because of its failure to deliver a form required hereunder, the Borrower
shall take such steps as such Lender shall reasonably request to assist such
Lender to recover such taxes.

             (iii) The Borrower shall not be required to pay any additional
amounts to any Non-U.S. Lender in respect of United States Federal withholding
tax pursuant to this Section 4.06 to the extent that (1) the obligation to
withhold amounts with respect to such tax existed on the date such Non-U.S.
Lender became a party to this Agreement, or (2) with respect to payments made
to a different lending office designated by such Non-U.S. Lender as its
applicable lending office (the "New Lending Office"), the date such Non-U.S.
Lender designated such New Lending Office with respect to any Obligations.

             (iv) Any Lender claiming any additional amounts payable pursuant
to this Section 4.06 shall use reasonable efforts (consistent with legal and
regulatory restrictions) to file any certificate or document requested by the
Borrower or the Administrative Agent or to change the jurisdiction of its
Applicable Lending Office or to contest any tax imposed, and take such other
reasonable measures as are necessary if the making of such a filing, change,
contest or action with respect to such tax or withholding would avoid the need
for or reduce the amount of any such additional amounts that may thereafter
accrue and would not, in the sole determination of such Lender, be otherwise
disadvantageous to such Lender.

                                   ARTICLE V

                                CAPITAL ADEQUACY

         Section 5.01 Additional Costs.

         (a) LIBOR Regulations, etc. The Borrower shall pay directly to each
Lender from time to time such amounts as such Lender may determine to be
necessary to compensate such Lender for any costs which it reasonably
determines are attributable to its making or maintaining of any LIBOR Loans or
issuing or participating in Letters of Credit or the Direct Pay Letter of
Credit hereunder or its obligation to make any LIBOR Loans or issue or
participate in any Letters of Credit or the Direct Pay Letter of Credit
hereunder, or any reduction in any amount receivable by such Lender hereunder
in respect of any of such LIBOR Loans, Letters of Credit, the Direct Pay Letter
of Credit or such obligation (such increases in costs and reductions in amounts
receivable being herein called "Additional Costs"), resulting from any
Regulatory Change which: (i) changes the basis of taxation of any amounts
payable to such Lender under this Agreement or any Note in respect of any of
such LIBOR Loans or Letters of Credit or the Direct Pay Letter of Credit (other
than taxes imposed on or measured by the overall net income


                                     -42-

<PAGE>

of such Lender or of its Applicable Lending Office for any of such LIBOR
Loans); or (ii) imposes or modifies any reserve, special deposit, minimum
capital, capital ratio or similar requirements relating to any extensions of
credit or other assets of, or any deposits with or other liabilities of such
Lender, or the Commitment or Loans of such Lender or the London interbank
market (but excluding the Reserve Requirement to the extent it is included in
the LIBOR Rate) to the extent not covered by Section 5.06(c); or (iii) imposes
any other condition affecting this Agreement or any Note (or any of such
extensions of credit or liabilities) or such Lender's Commitment or Loans. Each
Lender will notify the Administrative Agent and the Borrower of any event
occurring after the Closing Date which will entitle such Lender to compensation
pursuant to this Section 5.01(a) as promptly as practicable after it obtains
knowledge thereof and determines to request such compensation, and will
designate a different Applicable Lending Office for the Loans of such Lender
affected by such event if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender, provided that such Lender shall have
no obligation to so designate an Applicable Lending Office located in the
United States. If any Lender requests compensation from the Borrower under this
Section 5.01(a), the Borrower may, by notice to such Lender, suspend the
obligation of such Lender to make additional Loans of the Type with respect to
which such compensation is requested until the Regulatory Change giving rise to
such request ceases to be in effect (in which case the provisions of Section
5.04 shall be applicable).

         (b) Regulatory Change. Without limiting the effect of the provisions
of Section 5.01(a), in the event that at any time (by reason of any Regulatory
Change or any other circumstances arising after the Closing Date affecting (A)
any Lender, (B) the London interbank market or (C) such Lender's position in
such market), the LIBOR Rate, as determined reasonably and in good faith by
such Lender, will not adequately and fairly reflect the cost to such Lender of
funding its LIBOR Loans, then, if such Lender so elects, by notice to the
Borrower and the Administrative Agent, the obligation of such Lender to make
additional LIBOR Loans shall be suspended until such Regulatory Change or other
circumstances ceases to be in effect (in which case the provisions of Section
5.04 shall be applicable).

         (c) Capital Adequacy. Without limiting the effect of the foregoing
provisions of this Section 5.01 (but without duplication), the Borrower shall
pay directly to any Lender from time to time on request such amounts as such
Lender may reasonably determine to be necessary to compensate such Lender or
its parent or holding company for any costs which it determines are
attributable to the maintenance by such Lender or its parent or holding company
(or any Applicable Lending Office), pursuant to any Governmental Requirement
following any Regulatory Change, of capital in respect of its Commitment, its
Notes, or its Loans or any interest held by it in any Letter of Credit or the
Direct Pay Letter of Credit. The amount of such compensation shall be an amount
equal to any reduction of the rate of return on assets or equity of such Lender
or its parent or holding company (or any Applicable Lending Office) by virtue
of such Regulatory Change to a level below that which such Lender or its parent
or holding company (or any Applicable Lending Office) could have achieved but
for such Regulatory Change to a Governmental Requirement. Such Lender will
notify the Borrower and the Administrative Agent that it is entitled to
compensation pursuant to this Section 5.01(c) as promptly as practicable after
it determines to request such compensation.


                                     -43-

<PAGE>

         (d) Compensation Procedure. Any Lender notifying the Borrower of the
incurrence of Additional Costs under this Section 5.01 shall in such notice to
the Borrower and the Administrative Agent set forth in reasonable detail the
basis and amount of its request for compensation. Determinations and
allocations by each Lender for purposes of this Section 5.01 of the effect of
any Regulatory Change pursuant to Section 5.01(a) or (b), or of the effect of
capital maintained pursuant to Section 5.01(c), on its costs or rate of return
of maintaining Loans or its obligation to make Loans or issue Letters of Credit
or the Direct Pay Letter of Credit, or on amounts receivable by it in respect
of Loans or Letters of Credit or the Direct Pay Letter of Credit, and of the
amounts required to compensate such Lender under this Section 5.01, shall be
conclusive and binding for all purposes, provided that such determinations and
allocations are made on a reasonable basis. Any request for additional
compensation under this Section 5.01 shall be paid by the Borrower within 30
days of the receipt by the Borrower of the notice described in this Section
5.01(d).

         Section 5.02 Limitation on LIBOR Loans. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any LIBOR
Rate for any Interest Period:

         (a) the Administrative Agent determines (which determination shall be
conclusive, absent manifest error) that quotations of interest rates for the
relevant deposits referred to in the definition of "LIBOR Rate" in Section 1.02
are not being provided in the relevant amounts or for the relevant maturities
for purposes of determining rates of interest for LIBOR Loans as provided
herein; or

         (b) the Administrative Agent reasonably determines (which
determination shall be conclusive, absent manifest error) that the relevant
rates of interest referred to in the definition of "LIBOR Rate" in Section 1.02
upon the basis of which the rate of interest for LIBOR Loans for such Interest
Period is to be determined are not sufficient to adequately cover the cost to
the Lenders of making or maintaining LIBOR Loans; then the Administrative Agent
shall give the Borrower prompt notice thereof, and so long as such condition
remains in effect, the Lenders shall be under no obligation to make additional
LIBOR Loans.

         Section 5.03 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain LIBOR
Loans hereunder, then such Lender shall promptly notify the Borrower thereof
and such Lender's obligation to make LIBOR Loans shall be suspended until such
time as such Lender may again make and maintain LIBOR Loans (in which case the
provisions of Section 5.04 shall be applicable). Any such Lender shall use
reasonable efforts (consistent with legal and regulatory restrictions) to
change the jurisdiction of its Applicable Lending Office if the making of such
change would avoid such unlawfulness or the need for such suspension and would
not, in the sole determination of such Lender, be otherwise disadvantageous to
such Lender.

         Section 5.04 Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03.
If the obligation of any Lender to make LIBOR Loans shall be suspended pursuant
to Section 5.01, 5.02 or 5.03 ("Affected Loans"), all Affected Loans which
would otherwise be made by such Lender shall be made instead as Base Rate Loans
(and, if an event referred to in Section 5.01(b) or Section 5.03 has occurred
which affects existing LIBOR Loans and such Lender so requests


                                     -44-

<PAGE>

by notice to the Borrower, all Affected Loans of such Lender then outstanding
shall be automatically converted into Base Rate Loans on (a) the last day of
the applicable Interest Period to the extent permitted by law, and any then
outstanding LIBOR Loans shall continue to bear interest at the applicable LIBOR
Rate plus the Applicable Margin until the end of the applicable Interest Period
and thereafter shall be deemed converted to a Base Rate Loan so long as (i) no
Default of Event of Default has occurred and is continuing, (ii) it shall not
be illegal for such Lender to continue to maintain the LIBOR Loans and (iii)
the Borrower shall pay directly to each Lender such amounts as such Lender may
determine to be necessary to compensate such Lender for such Additional Costs,
or (b) on the date specified by such Lender in such notice) and, to the extent
that Affected Loans are so made as (or converted into) Base Rate Loans, all
payments of principal which would otherwise be applied to such Lender's
Affected Loans shall be applied instead to its Base Rate Loans.

         Section 5.05 Compensation. The Borrower shall pay to each Lender
within 30 days of receipt of written request of such Lender (which request
shall set forth, in reasonable detail, the basis for requesting such amounts
and which shall be conclusive and binding for all purposes provided that such
determinations are made on a reasonable basis), such amount or amounts as shall
compensate it for any loss, cost, expense or liability which such Lender
reasonably determines are attributable to:

             (i) any payment, prepayment or conversion of a LIBOR Loan for any
reason (including, without limitation, the acceleration of the Loans pursuant
to Section 10.02) on a date other than the last day of the Interest Period for
such Loan; or

             (ii) any failure by the Borrower for any reason (including but not
limited to, the failure of any of the conditions precedent specified in Article
V to be satisfied) to borrow, continue or convert a LIBOR Loan from such Lender
on the date for such borrowing, continuation or conversion specified in the
relevant notice given pursuant to Section 2.02(c); provided, however, that
where such failure is attributable to the circumstances set forth in Sections
5.01(b), 5.02 or 5.03 with respect to such Lender's inability or determination
not to make LIBOR Loans, no such compensation shall be required. Without
limiting the effect of the preceding sentence, such compensation shall include
an amount equal to the excess, if any, of (i) the amount of interest which
would have accrued on the principal amount so paid, prepaid or converted or not
borrowed for the period from the date of such payment, prepayment or conversion
or failure to borrow to the last day of the Interest Period for such Loan (or,
in the case of a failure to borrow, the Interest Period for such Loan which
would have commenced on the date specified for such borrowing) at the
applicable rate of interest for such Loan provided for herein over (ii) the
interest component of the amount such Lender would have bid in the London
interbank market for Dollar deposits of leading banks in amounts comparable to
such principal amount and with maturities comparable to such period (as
reasonably determined by such Lender).

         Section 5.06 Time Limit; Etc.

         (a) Time Limited. Notwithstanding anything to the contrary contained
in Sections 5.01 through 5.05, the Borrower shall not be required to reimburse
or pay any costs or expenses to any Lender as required by such sections which
have accrued more than 180 days


                                     -45-

<PAGE>

prior to such Lender's giving notice to the Borrower that such Lender has
suffered or incurred such costs or expenses.

         (b) Non-Discriminatory Basis. None of the Lenders shall be permitted
to pass through to the Borrower costs and expenses under Sections 5.01 through
5.05 which are not also passed through by such Lender to other customers of
such Lender similarly situated when such customer is subject to documents
containing similar provisions as those contained in such Sections.

         (c) Mitigation. Each Lender agrees that as soon as practicable after a
Responsible Officer with direct responsibility for such Lender's credit
relationship with such Lender becomes aware of the occurrence of an event or
the existence of a condition that would cause it to be affected under Sections
5.01 through 5.05, such Lender will give notice thereof to the Borrower, with a
copy to the Administrative Agent, and, to the extent so requested by the
Borrower, such Lender shall use reasonable efforts and take such actions as are
reasonably appropriate if as a result the additional monies which would
otherwise be required to be paid to such Lender pursuant to such Sections would
be materially reduced, or the illegality or other adverse circumstances which
would otherwise require a conversion of such Loans or result in the inability
to make such Loans pursuant to such Sections would cease to exist, and in each
case if, as reasonably determined by such Lender, the taking of such actions
would not affect such Loans or such Lender or otherwise be disadvantageous to
such Lender.

         Section 5.07 Replacement Lenders.

         (a) Terminated Lenders. If any Lender has (i) required the Borrower to
make payments for Taxes under Section 4.06 or (ii) has notified the Borrower
and the Administrative Agent of its incurring Additional Costs under Section
5.01(a) or other compensation under Section 5.01(c) or (iii) asserts that it
cannot under Section 5.01(b) or is illegal under Section 5.01(a) for it to make
and maintain LIBOR Loans when all other Lenders have not also made such
assertion, then the Borrower may, unless such Lender has notified the Borrower
and the Administrative Agent that the circumstances giving rise to such notice
no longer apply, terminate, in whole but not in part, the Commitment of any
Lender (the "Terminated Lender") at any time upon five Business Days' prior
written notice to the Terminated Lender and the Administrative Agent (such
notice referred to herein as a "Notice of Termination").

         (b) Replacement Lenders. In order to effect the termination of the
Commitment of the Terminated Lender, the Borrower shall: (i) obtain an
agreement with one or more Lenders to increase their respective Commitment
and/or (ii) request any one or more other banking institutions to become
parties to this Agreement in place and instead of such Terminated Lender and
agree to accept a Commitment; provided, however, that such one or more other
banking institutions are reasonably acceptable to the Administrative Agent and
become parties by executing an Assignment (the Lenders or other banking
institutions that agree to accept in whole or in part the Commitment of the
Terminated Lender being referred to herein as the "Replacement Lenders"), such
that the aggregate increased and/or accepted Commitment of the Replacement
Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated
Lender.


                                     -46-

<PAGE>

         (c) Content of Notice of Termination. The Notice of Termination shall
include the name of the Terminated Lender, the date the termination will occur
(the "Lender Termination Date"), and the Replacement Lender or Replacement
Lenders to which the Terminated Lender will assign its Commitment and, if there
will be more than one Replacement Lender, the portion of the Terminated
Lender's Commitment to be assigned to each Replacement Lender.

         (d) Effecting Termination. On the Lender Termination Date, (i) the
Terminated Lender shall by execution and delivery of an Assignment assign its
Commitment to the Replacement Lender or Replacement Lenders indicated in the
Notice of Termination and shall assign to the Replacement Lender or Replacement
Lenders each of its Loans (if any) then outstanding and participation interests
in Letters of Credit and the Direct Pay Letter of Credit (if any) then
outstanding, (ii) the Terminated Lender shall endorse its Notes, payable
without recourse, representation or warranty, except in accordance with the
Assignment, to the order of the Replacement Lender or Replacement Lenders,
(iii) the Replacement Lender or Replacement Lenders shall purchase the Notes
held by the Terminated Lender at a price equal to the unpaid principal amount
thereof plus interest and facility and other fees accrued and unpaid to the
Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders
will thereupon succeed to and be substituted in all respects for the Terminated
Lender with like effect as if becoming a Lender pursuant to the terms of
Section 13.06(b), and the Terminated Lender will have the rights and benefits
of an assignor under Section 13.06(b). To the extent not in conflict, the terms
of Section 13.06(b) shall supplement the provisions of this Section 5.07(d).
For each assignment made under this Section 5.07, the Replacement Lender shall
pay to the Administrative Agent the processing fee provided for in Section
13.06(b). The Borrower will be responsible for the payment of any breakage
costs associated with termination of the Terminated Lender, as set forth in
Section 5.05.

                                  ARTICLE VI

                              CONDITIONS PRECEDENT

         Section 6.01 Initial Funding.

         The obligation of the Lenders to make the Initial Funding is subject
to the receipt by the Administrative Agent and the Lenders of all fees payable
pursuant to Section 2.05 and the Fee Letter on or before the Closing Date and
the receipt by the Administrative Agent of the following documents (in
sufficient original counterparts, other than the Notes, for each Lender) and
satisfaction of the other conditions provided in this Section 6.01, each of
which shall be satisfactory to the Administrative Agent in form and substance:

         (a) A certificate of the Secretary or an Assistant Secretary of the
Borrower setting forth (i) resolutions of its board of directors with respect
to the authorization of the Borrower to execute and deliver the Loan Documents
to which it is a party and to enter into the transactions contemplated in those
documents, (ii) the officers of the Borrower (y) who are authorized to sign the
Loan Documents to which the Borrower is a party and (z) who will, until
replaced by another officer or officers duly authorized for that purpose, act
as its representative for the purposes of signing documents and giving notices
and other communications in


                                     -47-

<PAGE>

connection with this Agreement, the other Loan Documents and the transactions
contemplated hereby and thereby, (iii) specimen signatures of the authorized
officers, (iv) the certificate of incorporation and the bylaws of the Borrower
certified to be correct and complete copies. The Administrative Agent and the
Lenders may conclusively rely on such certificate until the Administrative
Agent receives notice in writing from the Borrower to the contrary.

         (b) A certificate of the Secretary or an Assistant Secretary of each
Guarantor setting forth (i) resolutions of its board of directors or other
governing body with respect to the authorization of such Guarantor to execute
and deliver the Loan Documents to which it is a party and to enter into the
transactions contemplated in those documents, (ii) the officers of such
Guarantor (y) who are authorized to sign the Loan Documents to which such
Guarantor is a party and (z) who will, until replaced by another officer or
officers duly authorized for that purpose, act as its representative for the
purposes of signing documents and giving notices and other communications in
connection with this Agreement, the other Loan Documents and the transactions
contemplated hereby and thereby, (iii) specimen signatures of the authorized
officers, and (iv) a certification that the articles or certificate of
incorporation, bylaws, partnership agreements, or other organizational
documents of such Guarantor have not been modified in any respect from the
copies previously provided to the Administrative Agent and the Lenders in
connection with the Existing Credit Agreement. The Administrative Agent and the
Lenders may conclusively rely on such certificate until they receive notice in
writing from such Guarantor to the contrary.

         (c) Certificates of the appropriate state agencies with respect to the
existence, qualification and good standing of the Borrower and Guarantors.

         (d) A Compliance Certificate, duly and properly executed by a
Responsible Officer and dated as of the date of the Initial Funding.

         (e) The Notes dated as of the Closing Date, duly completed and
executed.

         (f) Opinions of legal counsel to the Borrower and the Guarantors, in
form and substance satisfactory to the Administrative Agent, as to such matters
incident to the transactions herein contemplated as the Administrative Agent
may reasonably request.

         (g) Pro forma projections prepared by the Borrower, in form and
substance satisfactory to the Administrative Agent.

         (h) Audit of Borrower's and its Subsidiaries' assets in form and
substance satisfactory to the Administrative Agent.

         (i) Form S-1 and all amendments thereto as filed with the SEC by WCA
Corporation, such filings to be in form and substance reasonably acceptable to
the Administrative Agent.

         (j) Evidence that the outstanding Term A Loans and Revolving Credit
Loans (each as defined in the Existing Credit Agreement) have been paid in
full.


                                     -48-

<PAGE>

         (k) Unaudited consolidated balance sheet of the Borrower as at March
31, 2004 and the related consolidated statement of income, stockholders' equity
and cash flow for the portion of the fiscal year ended on such date, all in
accordance with GAAP, as applied on a consistent basis (subject to normal
year-end adjustments).

         (l) Such other documents, agreements, and instruments as the
Administrative Agent or any Lender or special counsel to the Administrative
Agent may reasonably request.

         Section 6.02 Initial and Subsequent Loans and Letters of Credit. The
obligation of the Lenders to make Loans (except as to Loans automatically
funded pursuant to Section 2.10(d)) to the Borrower upon the occasion of each
borrowing hereunder and to issue, renew, extend or reissue Letters of Credit
for the account of the Borrower (including the Initial Funding) is subject to
the further conditions precedent that, as of the date of such Loans and after
giving effect thereto:

         (a) no Default shall exist;

         (b) no Material Adverse Effect shall have occurred and be continuing;
and

         (c) the representations and warranties made by the Borrower in Article
VII and by the Borrower and each Guarantor in the Security Instruments shall be
true on and as of the date of the making of such Loans or issuance, renewal,
extension or reissuance of a Letter of Credit with the same force and effect as
if made on and as of such date and immediately after giving effect to such new
borrowing, except to the extent such representations and warranties are set
forth as being related only to a specified date (e.g. "as of the Closing Date")
and were true and correct as of such specified date or the Majority Lenders may
expressly consent in writing to the contrary.

Each request for a borrowing or issuance, renewal, extension or reissuance of a
Letter of Credit by the Borrower hereunder shall constitute a certification by
the Borrower to the effect set forth in Section 6.02(c) (both as of the date of
such notice and, unless the Borrower otherwise notifies the Administrative
Agent prior to the date of and immediately following such borrowing or
issuance, renewal, extension or reissuance of a Letter of Credit as of the date
thereof).

         Section 6.03 Conditions Precedent for the Benefit of Lenders. All
conditions precedent to the obligations of the Lenders to make any Loan are
imposed hereby solely for the benefit of the Lenders, and no other Person may
require satisfaction of any such condition precedent or be entitled to assume
that the Lenders will refuse to make any Loan in the absence of strict
compliance with such conditions precedent.

         Section 6.04 No Waiver. No waiver of any condition precedent shall
preclude the Administrative Agent or the Lenders from requiring such condition
to be met prior to making any subsequent Loan or preclude the Lenders from
thereafter declaring that the failure of the Borrower to satisfy such condition
precedent constitutes a Default.


                                     -49-

<PAGE>

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that (each representation and warranty herein is given as of the
Closing Date and shall be deemed repeated and reaffirmed on the dates of each
borrowing and issuance, renewal, extension or reissuance of a Letter of Credit
to the extent provided in Section 6.02):

         Section 7.01 Corporate Existence. Each of the Borrower and each
Subsidiary: (i) is a corporation, limited partnership or limited liability
company duly organized, legally existing and in good standing, if applicable,
under the laws of the jurisdiction of its organization; (ii) (x) has all
requisite power (corporate or otherwise), and (y) has all material governmental
licenses, authorizations, consents and approvals necessary to own its assets
and carry on its business as now being or as proposed to be conducted; and
(iii) is qualified to do business in all jurisdictions in which the nature of
the business conducted by it makes such qualification necessary, except in each
case referred to in clauses (ii) (y) and (iii), to the extent the failure so to
do could not reasonably be expected to have a Material Adverse Effect.

         Section 7.02 Financial Condition. The audited consolidated balance
sheet of Waste Corporation as at December 31, 2003 and the related consolidated
statement of income, stockholders' equity and cash flow for the fiscal year
ended on said date, with the opinion thereon of KPMG heretofore furnished to
each of the Lenders, are complete and correct and fairly present the
consolidated financial condition of Waste Corporation and its Consolidated
Subsidiaries as at said dates and the results of its operations for the fiscal
year, all in accordance with GAAP, as applied on a consistent basis. The
unaudited consolidated balance sheet of the Borrower as at March 31, 2004 and
the related consolidated statement of income, stockholders' equity and cash
flow for the portion of the fiscal year ended on such date are complete and
correct and fairly present the consolidated financial condition of the Borrower
and its Consolidated Subsidiaries as at said date, all in accordance with GAAP,
as applied on a consistent basis (subject to normal year-end adjustments).
Neither the Borrower nor any Subsidiary has on the Closing Date any material
Debt, contingent liabilities, liabilities for taxes, forward or long-term
commitments other than those customary in Borrower's business or unrealized or
anticipated losses from any unfavorable commitments, except as referred to or
reflected or provided for in the Financial Statements or in Schedule 7.02.
Since March 31, 2004, there has been no change or event that could reasonably
be expected to have a Material Adverse Effect. Since the date of the Financial
Statements, neither the Properties of the Borrower or any Subsidiary have been
affected as a result of any fire, explosion, earthquake, flood, drought,
windstorm, accident, strike or other labor disturbance, embargo, requisition or
taking of Property or cancellation of contracts, permits or concessions by any
Governmental Authority, riot, activities of armed forces or acts of God or of
any public enemy where such event or matter could reasonably be expected to
result in a Material Adverse Effect.

         Section 7.03 Litigation. Except as disclosed to the Lenders in
Schedule 7.03 hereto, at the Closing Date there is no litigation, legal,
administrative or arbitral proceeding, investigation or other action of any
nature pending or, to the knowledge of the Borrower threatened against or
affecting the Borrower or any Subsidiary which can reasonably be expected to
result in any


                                     -50-

<PAGE>

judgment or liability against the Borrower or any Subsidiary not fully covered
by insurance (except for normal deductibles) and which could reasonably be
expected to have a Material Adverse Effect.

         Section 7.04 No Breach. Neither the execution and delivery of the Loan
Documents and the Related Documents, nor compliance with the terms and
provisions hereof will conflict with or result in a breach of, or require any
consent which has not been obtained as of the Closing Date under, the
respective charter or bylaws, partnership agreement, operating agreement or
other organizational documents, as the case may be, of the Borrower or any
Subsidiary, or, in any material respect, any Governmental Requirement or any
material agreement or instrument to which the Borrower or any Subsidiary is a
party or by which it is bound or to which it or its Properties are subject, or
constitute a default under any such agreement or instrument, or result in the
creation or imposition of any material Lien upon any of the revenues or assets
of the Borrower or any Subsidiary pursuant to the terms of any such agreement
or instrument other than the Liens created by the Loan Documents.

         Section 7.05 Authority. The Borrower and each Subsidiary have all
necessary power (corporate or otherwise) and authority to execute, deliver and
perform its obligations under the Related Documents to which it is a party; and
the execution, delivery and performance by the Borrower and each Subsidiary of
the Loan Documents and the Related Documents to which it is a party, have been
duly authorized by all necessary action (corporate or otherwise) on its part;
and the Related Documents constitute the legal, valid and binding obligations
of the Borrower and each Subsidiary, enforceable in accordance with their
terms.

         Section 7.06 Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority are necessary
for the execution, delivery or performance by the Borrower or any Subsidiary of
the Related Documents or for the validity or enforceability thereof, except for
(i) the recording and filing of the Security Instruments as required by this
Agreement and (ii) approvals by the applicable Governmental Authorities
(including the Issuer, the Attorney General of the State of Texas and the
Comptroller of Public Accounts of the State of Texas) with respect to the
transactions relating to the Installment Sale Agreement and issuance of the
Bonds.

         Section 7.07 Use of Loans. The proceeds of the Loans and the Direct
Pay Letter of Credit shall be used to (i) fund a portion of the transactions
contemplated hereby, (ii) refinance certain existing indebtedness of the
Borrower, (iii) pay fees and expenses incurred in connection with the
transactions contemplated hereby, (iv) provide working capital and general
business purpose needs of the Borrower and the Guarantors (other than the
Parent), (v) the funding of Qualified Acquisition Expenditures, Expansion
Expenditures, and Capital Expenditures permitted hereunder, (vi) make payments
pursuant to the Reimbursement Agreement and the Installment Sale Agreement, and
(vii) the funding of certain other expenditures approved by the Administrative
Agent from time to time. The Letters of Credit shall be used for general
business purposes of the Borrower and the Guarantors (other than the Parent).
The Borrower is not engaged principally, or as one of its important activities,
in the business of extending credit for the purpose, whether immediate,
incidental or ultimate, of buying or carrying margin stock (within the meaning
of Regulation T, U or X of the Board of Governors of the Federal Reserve


                                     -51-

<PAGE>


System) and no part of the proceeds of any Loan hereunder will be used to buy
or carry any margin stock.

         Section 7.08 ERISA.

         (a) The Borrower and each ERISA Affiliate have complied in all
material respects with ERISA and, where applicable, the Code regarding each
Plan.

         (b) Each Plan and each Welfare Plan is, and has been, maintained in
substantial compliance with ERISA and, where applicable, the Code.

         (c) No act, omission or transaction has occurred which could
reasonably be expected to result in imposition on the Borrower or any ERISA
Affiliate (whether directly or indirectly) of (i) either a civil penalty
assessed pursuant to Section 502(c), (i), (l) or (m) of ERISA or a tax imposed
pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary
duty liability damages under Section 409 of ERISA.

         (d) No Plan (other than a defined contribution plan) or any trust
created under any such Plan has been terminated within the preceding six
calendar years. No liability to the PBGC (other than for the payment of current
premiums which are not past due) by the Borrower or any ERISA Affiliate has
been or is expected by the Borrower or any ERISA Affiliate to be incurred with
respect to any Plan. No ERISA Event with respect to any Plan (other than a
Multiemployer Plan) has occurred.

         (e) Full payment when due has been made of all amounts which the
Borrower or any ERISA Affiliate is required under the terms of each Plan and
each Welfare Plan or applicable law to have paid as contributions to such Plan
or Welfare Plan, and no accumulated funding deficiency (as defined in Section
302 of ERISA and Section 412 of the Code), whether or not waived, exists with
respect to any Plan.

         (f) The actuarial present value of the benefit liabilities under each
Plan which is subject to Title IV of ERISA does not, as of the end of the
Borrower's most recently ended fiscal year, exceed the current value of the
assets (computed on a plan termination basis in accordance with Title IV of
ERISA) of such Plan allocable to such benefit liabilities. The term "actuarial
present value of the benefit liabilities" shall have the meaning specified in
Section 4041 of ERISA.

         (g) None of the Borrower or any ERISA Affiliate sponsors, maintains,
or contributes to an employee welfare benefit plan, as defined in Section 3(1)
of ERISA, including, without limitation, any such plan maintained to provide
benefits to former employees of such entities, that may not be terminated by
the Borrower or any ERISA Affiliate in its sole discretion at any time without
any liability that could reasonably be expected to have a Material Adverse
Affect.

         (h) None of the Borrower or any ERISA Affiliate sponsors, maintains or
contributes to, or has at any time in the preceding six calendar years,
sponsored, maintained or contributed to, any Multiemployer Plan.


                                     -52-

<PAGE>

         (i) None of the Borrower or any ERISA Affiliate is required to provide
security under Section 401(a)(29) of the Code due to a Plan amendment that
results in an increase in current liabilities of the Plan.

         Section 7.09 Taxes. Each of the Borrower and its Subsidiaries has
filed or obtained extensions for filing of all United States Federal income tax
returns and all other tax returns which are required to be filed by them and
have paid all material taxes shown to be due pursuant to such returns or
pursuant to any assessment received by the Borrower or any Subsidiary, except
for any taxes which are being contested in good faith by appropriate
proceedings and for which adequate reserves are being maintained in accordance
with GAAP. The charges, accruals and reserves on the books of the Borrower and
its Subsidiaries in respect of taxes and other governmental charges are, in the
opinion of the Borrower, adequate. No tax lien has been filed and, to the
knowledge of the Borrower, no claim is being asserted with respect to any such
tax, fee or other charge.

         Section 7.10 Titles, etc. Except as set forth in Schedule 7.10:

         (a) Each of the Borrower and its Subsidiaries has good and defensible
title to its material (individually or in the aggregate) Properties, free and
clear of all Liens, except Liens permitted by Section 9.02. Material Property
held by the Borrower or its Subsidiaries under leases or similar arrangements
are listed in item 2 of Schedule 7.10.

         (b) All material leases and agreements necessary for the conduct of
the business of the Borrower and its Subsidiaries are valid and subsisting, in
full force and effect and there exists no default or event or circumstance
which with the giving of notice or the passage of time or both would give rise
to a default under any such lease or leases, which could reasonably be expected
to result in a Material Adverse Effect.

         (c) The rights, Properties and other assets presently owned, leased or
licensed by the Borrower and its Subsidiaries including, without limitation,
all easements and rights of way, include all rights, Properties and other
assets necessary to permit the Borrower and its Subsidiaries to conduct their
business in all material respects in the same manner as its business has been
conducted prior to the Closing Date.

         (d) All of the assets and Properties of the Borrower and its
Subsidiaries which are material to the operation of its business are in good
working condition, ordinary wear and tear excepted, and are maintained in
accordance with prudent business standards.

         Section 7.11 No Material Misstatements. No written information,
statement, exhibit, certificate, document or report, taken as a whole,
furnished to the Administrative Agent and the Lenders (or any of them) by the
Borrower or any Subsidiary in connection with the negotiation of this Agreement
contained any material misstatement of fact or omitted to state a material fact
or any fact necessary to make the statement contained therein not materially
misleading in the light of the circumstances in which made and with respect to
the Borrower and its Subsidiaries taken as a whole. To the best knowledge of
the Borrower after due inquiry, as of the Closing Date there is no fact
peculiar to the Borrower or any Subsidiary which has a Material Adverse Effect
or in the future is reasonably likely to have (so far as the Borrower can now
foresee) a


                                     -53-

<PAGE>

Material Adverse Effect and which has not been set forth in this Agreement or
the other documents, certificates and statements furnished to the
Administrative Agent by or on behalf of the Borrower or any Subsidiary prior
to, or on, the Closing Date in connection with the transactions contemplated
hereby.

         Section 7.12 Investment Company Act. Neither the Borrower nor any
Subsidiary is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

         Section 7.13 Public Utility Holding Company Act. Neither the Borrower
nor any Subsidiary is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," or a "public utility" within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

         Section 7.14 Subsidiaries. Except as set forth on Schedule 7.14, the
Borrower has no Subsidiaries.

         Section 7.15 Location of Business and Offices. The Borrower's
principal place of business and chief executive offices are located at the
address stated on the signature page of this Agreement. As of the Closing Date,
the principal place of business and chief executive office of each Subsidiary
are located at the addresses stated on Schedule 7.14.

         Section 7.16 Defaults. Neither the Borrower nor any Subsidiary is in
default nor has any event or circumstance occurred which, but for the
expiration of any applicable grace period or the giving of notice, or both,
would constitute a default under any material agreement or instrument to which
the Borrower or any Subsidiary is a party or by which the Borrower or any
Subsidiary is bound which default would have a Material Adverse Effect. No
Default hereunder has occurred and is continuing.

         Section 7.17 Environmental Matters. Except as would not reasonably be
expected to have a Material Adverse Effect (or with respect to clauses (c) and
(d) below, where the failure to take such actions would not reasonably be
expected to have a Material Adverse Effect), to the best knowledge of the
Borrower, after due inquiry:

         (a) Neither any Property of the Borrower or any Subsidiary nor the
operations conducted thereon violate any order or requirement of any court or
Governmental Authority or any Environmental Laws;

         (b) Without limitation of clause (a) above, no Property of the
Borrower or any Subsidiary nor the operations currently conducted thereon or,
to the best knowledge of the Borrower, by any prior owner or operator of such
Property or operation, are in violation of or subject to any existing, pending
or threatened action, suit, investigation, inquiry or proceeding by or before
any court or Governmental Authority or to any remedial obligations under
Environmental Laws;

         (c) All notices, permits, licenses or similar authorizations, if any,
required to be obtained or filed in connection with the operation or use of any
and all Property of the


                                     -54-

<PAGE>

Borrower and each Subsidiary, including without limitation past or present
treatment, storage, disposal or release of a hazardous substance or solid waste
into the environment, are set forth on Schedule 7.17 and have been duly
obtained or filed, or to the extent not obtained or filed, will be obtained or
filed in the ordinary course of business, and the Borrower and each Subsidiary
are in compliance with the terms and conditions of all such notices, permits,
licenses and similar authorizations;

         (d) All hazardous substances, solid waste, and oil and gas exploration
and production wastes, if any, generated at any and all Property of the
Borrower or any Subsidiary have in the past been transported, treated and
disposed of in accordance with Environmental Laws and so as not to pose an
imminent and substantial endangerment to public health or welfare or the
environment, and, to the best knowledge of the Borrower, all such transport
carriers and treatment and disposal facilities have been and are operating in
compliance with Environmental Laws and so as not to pose an imminent and
substantial endangerment to public health or welfare or the environment, and
are not the subject of any existing, pending or threatened action,
investigation or inquiry by any Governmental Authority in connection with any
Environmental Laws;

         (e) The Borrower has taken all steps reasonably necessary to determine
and based on such steps and due inquiry has no reason to believe that any
hazardous substances, solid waste, or oil and gas exploration and production
wastes, have been disposed of or otherwise released or that there has been any
threatened release of any hazardous substances on or to any Property of the
Borrower or any Subsidiary, in each case except in compliance with
Environmental Laws and so as not to pose an imminent and substantial
endangerment to public health or welfare or the environment;

         (f) To the extent applicable, all Property of the Borrower and each
Subsidiary currently satisfies all design, operation, and equipment
requirements imposed by the Environmental Laws applicable to the Borrower and
its Subsidiaries during the term of this Agreement, and the Borrower does not
have any reason to believe that such Property, to the extent subject to
Environmental Laws, will not be able to maintain compliance with Environmental
Laws requirements during the term of this Agreement;

         (g) Neither the Borrower nor any Subsidiary has any known contingent
liability in connection with any release or threatened release of any oil,
hazardous substance or solid waste into the environment; and

         (h) (i) no portion of the real Property of the Borrower or any
Subsidiary has been used for the handling, processing, storage or disposal of
hazardous substances; and no underground tank or other underground storage
receptacle for hazardous substances is located on such Properties; (ii) in the
course of any activities conducted by the Borrower, or operators of such real
Property, no hazardous substances have been generated or are being used on such
Properties; (iii) there have been no unpermitted releases or threatened
releases of hazardous substances on, upon, into or from the real Property of
the Borrower or any Subsidiary; (iv) to the best of the Borrower's knowledge,
there have been no releases on, upon, from or into any real property in the
vicinity of such real Property, which, through soil or groundwater
contamination, may have come to be located on such Properties; and (v) in
addition, when required under


                                     -55-

<PAGE>

applicable Environmental Laws, any hazardous substances that have been
generated on such 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 Borrower's knowledge, have been and are operating in material compliance
with such permits and applicable Environmental Laws.

         Section 7.18 Compliance with the Law. Neither the Borrower nor any
Subsidiary has violated any Governmental Requirement or failed to obtain any
license, permit, franchise or other governmental authorization necessary for
the ownership of any of its Properties or the conduct of its business, which
violation or failure could reasonably be expected to have (in the event such
violation or failure were asserted by any Person through appropriate action) a
Material Adverse Effect.

         Section 7.19 Insurance. Schedule 7.19 attached hereto contains an
accurate and complete description of all material policies of fire, liability,
workmen's compensation and other forms of insurance owned or held by the
Borrower and each Subsidiary as of the Closing Date. As of such date, all such
policies are in full force and effect, all premiums with respect thereto
covering all periods up to and including the date of the closing have been
paid, and no notice of cancellation or termination has been received with
respect to any such policy. Such policies are sufficient for compliance with
all requirements of law and of all agreements to which the Borrower or any
Subsidiary is a party; are valid, outstanding and enforceable policies; provide
adequate insurance coverage in at least such amounts and against at least such
risks (but including in any event public liability) as are usually insured
against in the same general area by companies engaged in the same or a similar
business for the assets and operations of the Borrower and each Subsidiary;
will remain in full force and effect through the respective dates set forth in
Schedule 7.19 without the payment of additional premiums; and will not in any
way be affected by, or terminate or lapse by reason of, the transactions
contemplated by this Agreement. Schedule 7.19 identifies all material risks, if
any, as to which the Borrower and its Subsidiaries and their respective Board
of Directors or officers have designated themselves as being self insured as of
the Closing Date. Neither the Borrower nor any Subsidiary has been unable to
obtain any insurance with respect to its assets or operations, nor has its
coverage been limited below usual and customary policy limits, by an insurance
carrier to which it has applied for any such insurance or with which it has
carried insurance during the last three years.

         Section 7.20 Restriction on Liens. Neither the Borrower nor any of its
Subsidiaries is a party to any agreement or arrangement (other than this
Agreement and the Security Instruments, and any contracts or agreements in
respect of liens permitted under Section 9.02), or subject to any order,
judgment, writ or decree, which either restricts or purports to restrict its
ability to grant Liens to other Persons on or in respect of their respective
assets or Properties.

         Section 7.21 Material Agreements. Set forth on Schedule 7.21 hereto is
a complete and correct list of all material agreements, indentures, purchase
agreements, obligations in respect of letters of credit, guarantees, joint
venture agreements, and other instruments in effect or to be in effect as of
the Closing Date providing for, evidencing, securing or otherwise relating to
any Debt of the Borrower or any of its Subsidiaries, and all material
obligations of the Borrower or any of its Subsidiaries to issuers of material
surety or appeal bonds issued for account of the


                                     -56-

<PAGE>

Borrower or any such Subsidiary, and subject to Schedule 7.21 such list
correctly sets forth the names of the debtor and creditor with respect to the
Debt obligations outstanding or to be outstanding and the Property subject to
any Lien securing such Debt obligation. The Borrower has heretofore delivered
to the Administrative Agent and the Lenders a complete and correct copy of all
such material credit agreements, indentures, purchase agreements, contracts,
letters of credit, guarantees, joint venture agreements, or other instruments,
including any modifications or supplements thereto, as in effect on the Closing
Date.

                                 ARTICLE VIII

                             AFFIRMATIVE COVENANTS

         The Borrower covenants and agrees that, so long as any of the
Commitments are in effect and until payment in full of all Obligations:

         Section 8.01 Reporting Requirements. The Borrower shall deliver, or
shall cause to be delivered, to the Administrative Agent with sufficient copies
of each for the Lenders:

         (a) Annual Financial Statements. As soon as available and in any event
within 120 days after the end of each fiscal year of WCA Corp., the audited
consolidated statements of income, stockholders' equity, and cash flows of WCA
Corp. and its Consolidated Subsidiaries (including the Borrower) for such
fiscal year, and the related audited consolidated balance sheets of WCA Corp.
and its Consolidated Subsidiaries (including the Borrower) as at the end of
such fiscal year, and setting forth in each case in comparative form the
corresponding figures for the preceding fiscal year, and accompanied by the
related opinion of independent public accountants of recognized national
standing acceptable to the Administrative Agent which opinion shall state that
said financial statements fairly present the consolidated financial condition
and results of operations of WCA Corp. and its Consolidated Subsidiaries
(including the Borrower) as at the end of, and for, such fiscal year and that
such financial statements have been prepared in accordance with GAAP, except
for such changes in such principles with which the independent public
accountants shall have concurred and such opinion shall not contain a "going
concern" or like qualification or exception, and a certificate of such
accountants stating that, in making the examination necessary for their
opinion, they obtained no knowledge, except as specifically stated, of any
Default. In addition, as soon as available and in any event within 120 days
after the end of each fiscal year of Waste Corporation, unaudited
consolidating, statements of income, stockholders equity, and cash flows of the
Borrower and its Consolidated Subsidiaries for such fiscal year, and the
related unaudited consolidating balance sheets of the Borrower and its
Consolidated Subsidiaries as at the end of such fiscal year, and setting forth
in each case in comparative form the corresponding figures for the preceding
fiscal year, and accompanied by the certificate of a Responsible Officer, which
certificate shall state that said financial statements fairly present the
consolidating financial condition and results of operations of the Borrower and
its Consolidated Subsidiaries as at the end of, and for, such fiscal year, and
that such financial statements have been prepared in accordance with GAAP.

         (b) Quarterly Financial Statements. As soon as available and in any
event within 45 days after the end of each fiscal quarterly period of each
fiscal year of the Borrower, consolidated and consolidating statements of
income, retained earnings, and cash flows of the


                                     -57-

<PAGE>

Borrower and its Consolidated Subsidiaries for such period and for the period
from the beginning of the respective fiscal year to the end of such period, and
the related consolidated and consolidating balance sheets as at the end of such
period, and setting forth in each case in comparative form the corresponding
figures for the corresponding period in the preceding fiscal year, accompanied
by the certificate of a Responsible Officer, which certificate shall state that
said financial statements fairly present the consolidated and consolidating
financial condition and results of operations of the Borrower and its
Consolidated Subsidiaries in accordance with GAAP, as at the end of, and for,
such period (subject to normal year-end audit adjustments).

         (c) Annual Projections. As soon as available and in any event not
later than 30 days before the beginning of each fiscal year of the Borrower,
beginning with the fiscal year beginning January 1, 2005, projections of
consolidated financial statements of income, stockholders' equity and cash
flows of the Borrower and its Consolidated Subsidiaries for the succeeding
fiscal year, and the related consolidated balance sheets of the Borrower and
its Consolidated Subsidiaries, all in form satisfactory to the Lenders;
provided, however, that Borrower may include in any projections customary
explanations and disclaimers regarding any such projections, and provided
further, such projections are based on the good faith determinations of such
information believed by the Borrower to be reasonable at the time.

         (d) Notice of Default, Etc. Promptly after the Borrower knows that any
Default or any Material Adverse Effect has occurred, a notice of such Default
or Material Adverse Effect, describing the same in reasonable detail and the
action the Borrower proposes to take with respect thereto.

         (e) Other Accounting Reports. Promptly upon receipt thereof, a copy of
each management letter submitted to the Borrower or any Subsidiary by
independent accountants in connection with any annual audit made by them of the
books of the Borrower and its Subsidiaries, and a copy of any response by the
Borrower or any Subsidiary of the Borrower, or the Board of Directors of the
Borrower or any Subsidiary of the Borrower, to such letter.

         (f) SEC Filings, Etc. From and after such time, if any, as Borrower
files a registration statement with the SEC or otherwise becomes subject to
public company reporting obligations under the Securities Exchange Act of 1934,
as amended, promptly upon its becoming available, each financial statement,
report, notice or proxy statement sent by the Borrower to stockholders
generally and each regular or periodic report and any registration statement,
prospectus or written communication (other than transmittal letters) in respect
thereof filed by the Borrower with or received by the Borrower in connection
therewith from any securities exchange or the SEC; provided, however, that the
requirement to deliver the Borrower's quarterly reports (Form 10-Q) and annual
reports (Form 10-K) to be filed with the SEC may be satisfied by notifying the
Administrative Agent and the Banks that (i) such documents have been posted on
the Borrower's website on the Internet at the website address listed on
Schedule 7.14 or (ii) a link thereto can be found on the aforementioned website
address and further provided that paper copies will be provided upon request of
the Administrative Agent.

         (g) Notices Under Other Loan Agreements. Concurrent with the
furnishing thereof, copies of any statement or notice furnished to any Person
relating to any default or event


                                     -58-

<PAGE>

of default or the waiver thereof under any other indenture, loan or credit or
other similar agreement.

         (h) Annual Airspace Review. Promptly after receipt thereof, annual
reports prepared by a qualified Person acceptable to the Administrative Agent
regarding the status of remaining landfill airspace.

         (i) Acquisition Target Financial Statements. In connection with the
acquisition of either a controlling interest in a Person or a controlling
interest in all or substantially all of a Person's assets, Borrower shall
provide Administrative Agent with current financial information and the
Borrower's financial and operational analysis regarding the Person and the
Person's assets as Lenders shall request. Prior to delivery of such Person's
information to the Administrative Agent, the Administrative Agent shall agree
in writing to keep all such information confidential on the same terms as
agreed to between the Borrower and such Person.

         (j) Other Matters. From time to time such other information regarding
the business, affairs or financial condition of the Borrower or any Subsidiary
(including, without limitation, any Plan or Multiemployer Plan and any reports
or other information required to be filed under ERISA) as any Lender or the
Administrative Agent may reasonably request.

The Borrower will furnish to the Administrative Agent, at the time it furnishes
each set of financial statements pursuant to clause (a) or (b) above, a
Compliance Certificate executed by a Responsible Officer on behalf of the
Borrower (i) certifying as to the matters set forth therein and stating that no
Default has occurred and is continuing (or, if any Default has occurred and is
continuing, describing the same in reasonable detail), and (ii) setting forth
in reasonable detail the computations necessary to determine whether the
Borrower is in compliance with Sections 9.12, 9.13, 9.14, 9.15, and 9.16 as of
the end of the most recently completed fiscal quarter or fiscal year.

         Section 8.02 Litigation. The Borrower shall promptly give to the
Administrative Agent notice of: (a) all legal or arbitral proceedings, and of
all proceedings before any Governmental Authority materially affecting the
Borrower or any Subsidiary, except proceedings in respect of operating permits
that are a normal part of Borrower's and its Subsidiaries' business, and (b)
any litigation or proceeding against or adversely affecting the Borrower or any
Subsidiary in which the amount involved is not covered in full by insurance
(subject to normal and customary deductibles and for which the insurer has not
assumed the defense), or in which injunctive or similar relief is sought,
except in each case proceedings or other matters which would not reasonably be
expected to have a Material Adverse Effect, provided, however Borrower need not
give notice of any proceedings as to which it is not a party and that affects
the Borrower's and its Subsidiaries' industry generally. The Borrower will, and
will cause each of its Subsidiaries to, promptly notify the Administrative
Agent and each of the Lenders of any claim not fully covered by insurance
(subject to normal deductibles), judgment, Lien or other encumbrance resulting
from any litigation or other proceeding and affecting any Property of the
Borrower or any Subsidiary (other than Liens permitted under Section 9.02) if
the value of such claim, judgment, Lien, or other encumbrance affecting such
Property shall exceed $500,000.


                                     -59-

<PAGE>

         Section 8.03 Maintenance, Etc.

         (a) Generally. The Borrower shall and shall cause each Subsidiary to:
(except for mergers of Subsidiaries permitted under Section 9.08 and Transfers
permitted under Section 9.16) preserve and maintain its corporate existence and
all of its material rights, permits, licenses, privileges and franchises
necessary or desirable in the normal conduct of its business, except to the
extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; keep books of record and account in which full, true
and correct entries will be made of all dealings or transactions in relation to
its business and activities; comply with all Governmental Requirements if
failure to comply with such requirements is reasonably expected to have a
Material Adverse Effect; file all federal income tax returns and pay all
amounts shown thereon to be due, and pay and discharge all other material
taxes, assessments and governmental charges or levies imposed on it or on its
income or profits or on any of its Property prior to the date on which
penalties attach thereto, except for any such tax, assessment, charge or levy
the payment of which is being contested in good faith and by proper proceedings
and against which adequate reserves are being maintained; upon reasonable
notice and under conditions that do not unreasonably interfere with the
Borrower's or any Subsidiaries' business, permit representatives of the
Administrative Agent or any Lender, during normal business hours, to examine,
copy and make extracts from its books and records, to inspect its Properties,
and to discuss its business and affairs with its officers, all to the extent
reasonably requested by such Lender or the Administrative Agent (as the case
may be); and keep, or cause to be kept, insured by financially sound and
reputable insurers all Property of a character usually insured by Persons
engaged in the same or similar business similarly situated against loss or
damage of the kinds and in the amounts at least as set forth on Schedule 8.03
and otherwise as customarily insured against by such Persons and carry such
other insurance as is usually carried by such Persons including, without
limitation, environmental risk insurance to the extent reasonably available.
The Borrower shall promptly obtain endorsements to such casualty insurance
policies naming "Wells Fargo Bank, National Association, as Administrative
Agent for the Secured Parties" as joint loss payee and containing provisions
that such policies will not be canceled without 30 days prior written notice
having been given by the insurance company to the Administrative Agent. The
proceeds received under any casualty insurance policy shall be used for
restoration, repair or replacement of the damaged Property; provided, however,
if (i) an Event of Default exists, (ii) the insurance proceeds are not used by
the Borrower or its Subsidiary for restoration, repair or replacement of the
damaged Property or (iii) upon completion of such restoration, repair or
replacement, there remains any portion of the insurance proceeds, such proceeds
shall be paid to the Administrative Agent to apply to the payment of the
Obligations in the manner set forth in Section 10.02(c).

         (b) Proof of Insurance. Contemporaneously with the delivery of the
financial statements required by Section 8.01(a) to be delivered for each year,
the Borrower will furnish or cause to be furnished to the Administrative Agent
a sufficient number of copies for each Lender of certificate of insurance
coverage from the insurer in form and substance satisfactory to the
Administrative Agent and, if requested, will furnish the Administrative Agent
and the Lenders copies of the applicable policies.

         (c) Operation of Properties. The Borrower will and will cause each
Subsidiary to operate its Properties or cause such Properties to be operated in
accordance with


                                     -60-

<PAGE>

the usual and customary practices of the industry and in compliance in all
material respects with all applicable contracts and agreements and all
Governmental Requirements.

         Section 8.04 Environmental Matters.

         (a) Establishment of Procedures. The Borrower will and will cause each
Subsidiary to establish and implement such procedures as may be reasonably
necessary to continuously determine and assure that any failure of the
following does not have a Material Adverse Effect: (i) all Property of the
Borrower and its Subsidiaries and the operations conducted thereon and other
activities of the Borrower and its Subsidiaries are in compliance with and do
not violate the requirements of any Environmental Laws, (ii) no oil, hazardous
substances or solid wastes are disposed of or otherwise released on or to any
Property owned by any such party except in compliance with Environmental Laws,
(iii) no hazardous substance will be released on or to any such Property in a
quantity equal to or exceeding that quantity which requires reporting pursuant
to Section 103 of CERCLA, and (iv) no oil, oil and gas exploration and
production wastes or hazardous substance is released on or to any such Property
so as to pose an imminent and substantial endangerment to public health or
welfare or the environment.

         (b) Notice of Action. The Borrower will promptly notify the
Administrative Agent and the Lenders in writing of any threatened action,
investigation or inquiry by any Governmental Authority of which the Borrower
has knowledge in connection with any Environmental Laws, excluding action in
respect of permit applications in the ordinary course of business and routine
testing and corrective action.

         (c) Future Acquisitions. The Borrower will and will cause each
Subsidiary to provide environmental audits and tests as are usual and customary
to be obtained for Properties of similar use and purpose as reasonably
requested by the Administrative Agent and the Majority Lenders (or as otherwise
required to be obtained by the Administrative Agent or the Majority Lenders by
any Governmental Authority) in connection with any future acquisitions of real
Properties.

         Section 8.05 Further Assurances. Upon the request of the
Administrative Agent, the Borrower will and will cause each Subsidiary to cure
promptly any defects in the creation and issuance of the Obligations and the
execution and delivery of the Security Instruments and this Agreement. The
Borrower at its expense will and will cause each Subsidiary to promptly execute
and deliver to the Administrative Agent upon reasonable request all such other
documents, agreements and instruments to comply with the covenants and
agreements of the Borrower or any Subsidiary, as the case may be, in the
Security Instruments and this Agreement, or to further evidence and more fully
describe the collateral intended as security for the Notes, or to correct any
omissions in the Security Instruments, or to state more fully the security
obligations set out herein or in any of the Security Instruments, or to
perfect, protect or preserve any Liens created pursuant to any of the Security
Instruments, or to make any recordings, to file any notices or obtain any
consents, all as may be necessary or appropriate in connection therewith.

         Section 8.06 Performance of Obligations. The Borrower will pay the
Obligations according to the reading, tenor and effect thereof; and the
Borrower will and will cause each


                                     -61-

<PAGE>

Subsidiary to do and perform every act and discharge all of the obligations to
be performed and discharged by them under the Security Instruments and this
Agreement, at the time or times and in the manner specified.

         Section 8.07 ERISA Information and Compliance. The Borrower will
furnish and will cause any ERISA Affiliate to furnish to the Administrative
Agent with sufficient copies to the Lenders (i) promptly and in any event
within 30 days after the receipt thereof by the Borrower or any ERISA
Affiliate, a copy of the annual actuarial report for each Plan the funded
current liability percentage (as defined in Section 302(d)(8) of ERISA) of
which is less than 90% or the unfunded current liability of which exceeds
$1,000,000, (ii) immediately upon becoming aware of the occurrence of any ERISA
Event or of any "prohibited transaction," as described in Section 406 of ERISA
or in Section 4975 of the Code, in connection with any Plan or any trust
created thereunder, a written notice signed by a Responsible Officer specifying
the nature thereof, what action the Borrower or the ERISA Affiliate is taking
or proposes to take with respect thereto, and, when known, any action taken or
proposed by the Internal Revenue Service, the Department of Labor or the PBGC
with respect thereto, and (iii) immediately upon receipt thereof, copies of any
notice of the PBGC's intention to terminate or to have a trustee appointed to
administer any Plan. With respect to each Plan (other than a Multiemployer
Plan), the Borrower will, and will cause each ERISA Affiliate to, (i) satisfy
in full and in a timely manner, without incurring any late payment or
underpayment charge or penalty and without giving rise to any lien, all of the
contribution and funding requirements of Section 412 of the Code (determined
without regard to subsections (d), (e), (f) and (k) thereof) and of section 302
of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and
(ii) pay, or cause to be paid, to the PBGC in a timely manner, without
incurring any late payment or underpayment charge or penalty, all premiums
required pursuant to sections 4006 and 4007 of ERISA.

         Section 8.08 Subsidiary Guarantors. The Borrower will, and will cause
each Subsidiary to, execute and deliver such further agreements and instruments
and take such further action as may be reasonably requested by the
Administrative Agent to carry out the provisions and purposes of this Agreement
and the other Loan Documents. Without limiting the foregoing, upon the creation
or acquisition of any Subsidiary, the Borrower shall (a) provide written notice
of such event to the Administrative Agent within five Business Days following
the date the Borrower has knowledge thereof, and (b) cause each such Subsidiary
to execute and deliver a Guaranty Agreement (or written joinder to existing
Guaranty Agreements), Security Instruments, and such other documents required
by this Agreement, each in form and substance satisfactory to the
Administrative Agent, within 30 calendar days following the date the Borrower
has knowledge thereof. If any Subsidiary is created or acquired after the date
hereof, the Borrower shall execute and deliver to the Administrative Agent (i)
an amendment to this Agreement to amend Schedule 7.14 (which only needs the
signature of the Administrative Agent to be effective if the only change is the
addition of the new Subsidiary) and (ii) any other documents, instruments, or
agreements required by the Administrative Agent. This Section 8.08 shall not be
construed as permitting the creation or acquisition of any Subsidiary not
otherwise permitted by Section 9.19.


                                      -62-

<PAGE>

                                   ARTICLE IX

                               NEGATIVE COVENANTS

         The Borrower covenants and agrees that, so long as any of the
Commitments are in effect and until payment in full of the Obligations:

         Section 9.01 Debt. Neither the Borrower nor any Subsidiary will incur,
create, assume or permit to exist any Debt, except:

         (a) the Notes, the Direct Pay Letter of Credit or other Obligations or
any guaranty of or suretyship arrangement for the Notes or other Obligations;

         (b) Debt of the Borrower or any Subsidiary existing on the Closing
Date which is reflected in the Financial Statements or is disclosed in Schedule
9.01, and any renewals or extensions (but not increases) thereof;

         (c) accounts payable (for the deferred purchase price of Property or
services) from time to time incurred in the ordinary course of business which,
if greater than 90 days past the invoice or billing date, are being contested
in good faith by appropriate proceedings if reserves adequate under GAAP shall
have been established therefor;

         (d) (i) capital leases, (ii) Equipment Leases, and (iii) purchase
money Debt which in each purchase money Debt case shall not exceed 100% of the
lesser of the total purchase price and the fair market value of the Property
acquired as determined at the time of acquisition, provided all Debt incurred
pursuant to this clause (d) shall not exceed $10,000,000 per fiscal year; (e)
Subordinated Debt so long as the Borrower has delivered a Compliance
Certificate concurrently with the issuance thereof demonstrating pro forma
compliance with Article IX;

         (f) prepayments for services rendered in the ordinary course of
business provided that no default exists in delivery of the service for which
any such prepayments were made.

         (g) Debt between and among the Borrower and/or any Guarantors (other
than the Parent);

         (h) obligations in respect of Hedging Agreements entered into in
compliance with Section 8.08;

         (i) surety bonds and similar instruments of the nature and for the
purposes described in Schedule 7.02, item 1;

         (j) obligations of Waste Corporation Texas under the Installment Sale
Agreement and the Related Documents; and


                                     -63-

<PAGE>

         (k) other Debt disclosed or described in Schedule 9.01.

         Section 9.02 Liens. Neither the Borrower nor any Subsidiary will
create, incur, assume or permit to exist any Lien on any of its Properties (now
owned or hereafter acquired), except:

         (a) Liens securing the payment of any Obligations;

         (b) Excepted Liens;

         (c) Liens disclosed on Schedule 9.02;

         (d) Liens securing Debt permitted under Section 9.01(d), but only on
the Property that is the subject of or acquired with such Debt; and

         (e) Liens in respect of operating leases that do not constitute Debt
and that are otherwise permitted under Section 9.07.

         Section 9.03 Investments, Loans and Advances. Neither the Borrower nor
any Subsidiary will make or permit to remain outstanding any loans or advances
to or investments in any Person, except that the foregoing restriction shall
not apply to:

         (a) investments, loans or advances reflected in the Financial
Statements or which are disclosed to the Lenders in Schedule 9.03;

         (b) accounts receivable arising in the ordinary course of business or
notes or other obligations or Property received in settlement thereof;

         (c) direct obligations of the United States or any agency thereof, or
obligations guaranteed by the United States or any agency thereof, in each case
maturing within one year from the date of creation thereof;

         (d) commercial paper maturing within one year from the date of
creation thereof rated in the highest grade by Standard & Poor's, a division of
The McGraw-Hill Companies, Inc. or Moody's Investors Service, Inc.;

         (e) deposits maturing within one year from the date of creation
thereof with, including certificates of deposit issued by, any Lender or any
office located in the United States of any other bank or trust company which is
organized under the laws of the United States or any state thereof, has
capital, surplus and undivided profits aggregating at least $500,000,000 (as of
the date of such Lender's or bank or trust company's most recent financial
reports) and has a short term deposit rating of no lower than A2 or P2, as such
rating is set forth from time to time, by Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. or Moody's Investors Service, Inc., respectively;

         (f) deposits in money market funds investing substantially in
investments described in Section 9.03(c), 9.03(d) or 9.03(e);


                                     -64-

<PAGE>

         (g) investments, loans or advances made by the Borrower in or to the
Guarantors (other than the Parent); and

         (h) Qualified Acquisition Expenditures and Expansion Expenditures.

         Section 9.04 Dividends, Distributions and Redemptions; Etc. The
Borrower will not declare or pay any dividend, purchase, redeem or otherwise
acquire for value any of its stock now or hereafter outstanding, return any
capital to its stockholders or make any distribution of its assets to its
stockholders. The Borrower will not make any investments in, or make any loans
or advances to, the Parent.

         Section 9.05 Sales and Leasebacks. Neither the Borrower nor any
Subsidiary will enter into any arrangement, directly or indirectly, with any
Person whereby the Borrower or any Subsidiary shall sell or transfer any of its
Property, whether now owned or hereafter acquired, and whereby the Borrower or
any Subsidiary shall then or thereafter rent or lease as lessee such Property
or any part thereof or other Property which the Borrower or any Subsidiary
intends to use for substantially the same purpose or purposes as the Property
sold or transferred.

         Section 9.06 Nature of Business. Neither the Borrower nor any
Subsidiary will allow any material change to be made in the character of its
business as an operator of non-hazardous solid waste collection, recycling,
transfer and disposal services.

         Section 9.07 Limitation on Leases. Neither the Borrower nor any
Subsidiary will create, incur, assume or permit to exist any obligation for the
payment of rent or hire of Property of any kind whatsoever (real or personal
including operating or capital leases), under leases or lease agreements except
for leases (a) in the ordinary course of business and which do not constitute
Debt and (b) permitted under Section 9.01(d) hereof.

         Section 9.08 Mergers, Etc. Except as permitted by Section 9.19,
neither the Borrower nor any Subsidiary will merge into or with or consolidate
with any other Person, or sell, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
Property or assets to any other Person; provided, however, so long as no
Default exists or would result therefrom, (a) any Subsidiary may merge into or
transfer its assets to another Subsidiary or into the Borrower, and (b) the
Borrower or a Subsidiary may transfer the stock of a Subsidiary to a Guarantor;
and provided further, that the sale and repurchase of any Property contemplated
by Waste Corporation Texas pursuant to the Installment Sale Agreement shall be
permitted hereunder.

         Section 9.09 Proceeds of Notes; Letters of Credit. The Borrower will
not permit the proceeds of the Notes or Letters of Credit to be used for any
purpose other than those permitted by Section 7.07. Neither the Borrower nor
any Person acting on behalf of the Borrower has taken or will take any action
which might cause any of the Loan Documents to violate Regulation T, U or X or
any other regulation of the Board of Governors of the Federal Reserve System or
to violate Section 8 of the Securities Exchange Act of 1934 or any rule or
regulation thereunder, in each case as now in effect or as the same may
hereinafter be in effect.


                                     -65-

<PAGE>

         Section 9.10 ERISA Compliance. The Borrower will not at any time:

         (a) Engage in, or permit any ERISA Affiliate to engage in, any
transaction in connection with which the Borrower or any ERISA Affiliate could
be subjected to either a civil penalty assessed pursuant to Section 502(c),
(i), (l) or (m) of ERISA or a tax imposed by Chapter 43 of Subtitle D of the
Code;

         (b) Terminate, or permit any ERISA Affiliate to terminate, any Plan in
a manner, or take any other action with respect to any Plan, which could result
in any liability to the Borrower or any ERISA Affiliate to the PBGC;

         (c) Fail to make, or permit any ERISA Affiliate to fail to make, full
payment when due of all amounts which, under the provisions of any Plan,
agreement relating thereto or applicable law, the Borrower or any ERISA
Affiliate is required to pay as contributions thereto;

         (d) Permit to exist, or allow or ERISA Affiliate to permit to exist,
any accumulated funding deficiency within the meaning of Section 302 of ERISA
or Section 412 of the Code, whether or not waived, with respect to any Plan;

         (e) Voluntarily permit, or allow any ERISA Affiliate to permit, the
actuarial present value of the benefit liabilities under any Plan maintained by
the Borrower or any ERISA Affiliate which is regulated under Title IV of ERISA
to exceed the current value of the assets (computed on a plan termination basis
in accordance with Title IV of ERISA) of such Plan allocable to such benefit
liabilities. The term "actuarial present value of the benefit liabilities"
shall have the meaning specified in Section 4041 of ERISA;

         (f) Contribute to or assume an obligation to contribute to, or permit
any ERISA Affiliate to contribute to or assume an obligation to contribute to,
any Multiemployer Plan;

         (g) Acquire, or permit any ERISA Affiliate to acquire, an interest in
any Person that causes such Person to become an ERISA Affiliate with respect to
the Borrower or any ERISA Affiliate if such Person sponsors, maintains or
contributes to, or at any time in the six-year period preceding such
acquisition has sponsored, maintained, or contributed to, (i) any Multiemployer
Plan, or (ii) any other Plan that is subject to Title IV of ERISA under which
the actuarial present value of the benefit liabilities under such Plan exceeds
the current value of the assets (computed on a plan termination basis in
accordance with Title IV of ERISA) of such Plan allocable to such benefit
liabilities;

         (h) Incur, or permit any ERISA Affiliate to incur, a liability to or
on account of a Plan under sections 515, 4062, 4063, 4064, 4069, 4201 or 4204
of ERISA;

         (i) Contribute to or assume an obligation to contribute to, or permit
any ERISA Affiliate to contribute to or assume an obligation to contribute to,
any employee welfare benefit plan, as defined in section 3(1) of ERISA,
including, without limitation, any such plan maintained to provide benefits to
former employees of such entities, that may not be terminated by such entities
in their sole discretion at any time without any liability that could
reasonably be expected to have a Material Adverse Affect; or


                                     -66-

<PAGE>

         (j) Amend or permit any ERISA Affiliate to amend, a Plan resulting in
an increase in current liability such that the Borrower or any ERISA Affiliate
is required to provide security to such Plan under Section 401(a)(29) of the
Code.

         Section 9.11 Sale or Discount of Receivables. Neither the Borrower nor
any Subsidiary will discount or sell (with or without recourse) any of its
notes receivable or accounts receivable (excluding any discounts of gate rates
provided in the ordinary course of business and settlement of past due amounts
in the ordinary course of business and in accordance with prudent commercial
practice).

         Section 9.12 Leverage Ratio. The Borrower will not permit the Leverage
Ratio at any time (calculated quarterly at the end of each fiscal quarter) to
be greater than 4.25 to 1.00.

         Section 9.13 Net Worth. The Borrower will not permit its Net Worth at
any time (calculated quarterly at the end of each fiscal quarter) to be less
than 85% of its Net Worth on the Closing Date, plus 50% of the sum of the
Borrower's after-tax Consolidated Net Income for each fiscal quarter for which
Consolidated Net Income is greater than $0 beginning with the fiscal quarter
ending June 30, 2004, plus 100% of the increase to Net Worth resulting from
equity offerings after the Closing Date.

         Section 9.14 Senior Funded Debt Leverage Ratio. The Borrower will not
permit the Senior Funded Debt Leverage Ratio at any time (calculated at the end
of each fiscal quarter) to be greater than the ratio corresponding to the
applicable period set forth below:

================================================= ================
             FISCAL QUARTER ENDING:                   RATIO:
================================================= ================
June 30, 2004 through and including June 30,       3.50 to 1.00
2006
------------------------------------------------- ----------------
At all times thereafter                            3.25 to 1.00
================================================= ================

         Section 9.15 Fixed Charge Coverage Ratio. The Borrower will not permit
the Fixed Charge Coverage Ratio at any time (calculated quarterly at the end of
each fiscal quarter) to be less than 1.50 to 1.00.

         Section 9.16 Sale of Properties. The Borrower will not, and will not
permit any Subsidiary to, sell, assign, convey or otherwise transfer any
Property or any interest in any Property (a "Transfer"), except for (i) any
Transfers in the ordinary course of business that are replaced by substitute
Property; (ii) intercompany Transfers between and among Borrower and its
Subsidiaries; (iii) other sales of Property (other than Transfers described in
clause (iv)) where the aggregate sales price therefor does not exceed
$2,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non-Core
Assets to the extent the aggregate sales price therefor does not exceed
$500,000 in the aggregate at any time beginning on the Closing Date. Each
Transfer shall be for fair value.

         Section 9.17 Environmental Matters. Neither the Borrower nor any
Subsidiary will cause or permit any of its Property to be in violation of, or
do anything or permit anything to be done which will subject any such Property
to any remedial obligations under any Environmental Laws, assuming disclosure
to the applicable Governmental Authority of all relevant facts,


                                     -67-

<PAGE>

conditions and circumstances, if any, pertaining to such Property, in each case
where such violations or remedial obligations could reasonably be expected to
have a Material Adverse Effect.

         Section 9.18 Transactions with Affiliates. Except as permitted by
Section 9.08, neither the Borrower nor any Subsidiary will enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property or the rendering of any service, with any Affiliate unless
such transactions are otherwise permitted under this Agreement, are in the
ordinary course of its business and are upon fair and reasonable terms no less
favorable to it than it would obtain in a comparable arm's length transaction
with a Person not an Affiliate; provided, however, that the Borrower and its
Subsidiaries may provide general and administrative services to its Affiliates
and to Waste Corporation and any of its Subsidiaries, with or without
reimbursement or compensation, all pursuant to service agreements in form and
substance reasonably satisfactory to the Administrative Agent, and that nothing
set forth in this Agreement shall prohibit Borrower and its Subsidiaries from
paying their proportionate share of any liabilities of the consolidated group
of which they are a member that are imposed by any Governmental Requirement.

         Section 9.19 Subsidiaries. The Borrower shall not, and shall not
permit any Subsidiary to, create any additional Subsidiaries unless (a) such
Subsidiaries acquire some or all of the assets (whether through merger,
contribution or otherwise) of the Borrower or other Subsidiaries as part of a
corporate restructuring or reorganization, are used to effect an acquisition as
permitted by this Agreement, or are created to provide services or functions,
or hold assets of the type now performed, furnished or used by the Borrower and
its Subsidiaries and (b) the Borrower and its Subsidiaries have complied with
Section 8.08. The Borrower shall not and shall not permit any Subsidiary to
sell or to issue any stock or ownership interest of a Subsidiary, except to the
Borrower or a Guarantor and except in compliance with Section 9.03 or Section
9.08.

         Section 9.20 Negative Pledge Agreements. Neither the Borrower nor any
Subsidiary will create, incur, assume or permit to exist any contract,
agreement or understanding (other than this Agreement, the Security Instruments
and any agreement creating the Liens allowed under Sections 9.02(d) and (e))
which in any way prohibits or restricts the granting, conveying, creation or
imposition of any Lien on any of its Property or restricts any Subsidiary from
paying dividends to the Borrower, or which requires the consent of or notice to
other Persons in connection therewith.

         Section 9.21 Subordinated Debt. Neither the Borrower nor any
Subsidiary will amend, supplement or otherwise modify the terms of any of the
Subordinated Debt or any of the documents evidencing such Subordinated Debt or
prepay, redeem or repurchase any of the Subordinated Debt.


                                     -68-

<PAGE>

                                   ARTICLE X

                          EVENTS OF DEFAULT; REMEDIES

         Section 10.01 Events of Default. One or more of the following events
shall constitute an "Event of Default":

         (a) the Borrower shall default in the payment or prepayment when due
of any principal of or interest on any Loan, or any reimbursement obligation
for a disbursement made under any Letter of Credit or the Direct Pay Letter of
Credit, or any fees or other amount payable by it hereunder or under any other
Related Document, or any Guarantor shall default in the payment of any guaranty
obligation or any other amounts when due under any Related Document to which
such Guarantor is a party, and such default, other than a default of a payment
or prepayment of principal, interest, any reimbursement obligation, or guaranty
obligation (each of which shall have no cure period), shall continue unremedied
for a period of five Business Days; or

         (b) the Borrower or any Subsidiary shall default in the payment when
due of any principal of or interest on any of its other Debt aggregating
$500,000 or more, or any event specified in any note, agreement, indenture or
other document evidencing or relating to any such Debt shall occur if the
effect of such event is to cause, or (with the giving of any notice or the
lapse of time or both) to permit the holder or holders of such Debt (or a
trustee or agent on behalf of such holder or holders) to cause, such Debt to
become due prior to its stated maturity; or

         (c) any representation, warranty or certification made or deemed made
herein or in any Loan Document by the Borrower or any Subsidiary, or any
certificate furnished to any Lender or the Administrative Agent pursuant to the
provisions hereof or any Loan Document, shall prove to have been false or
misleading as of the time made or furnished in any material respect; or

         (d) the Borrower shall default in the performance of any of its
obligations under Article IX (other than Sections 9.10 and 9.17) or Section
8.01(d); or the Borrower shall default in the performance of any of its
obligations under Section 8.01(a), or 8.01(b) or delivery of any Compliance
Certificate and such default shall continue unremedied for a period of five
days after the earlier to occur of (i) notice thereof to the Borrower by the
Administrative Agent or any Lender (through the Administrative Agent) or (ii)
the Borrower otherwise becoming aware of such default; or the Borrower shall
default in the performance of any of its obligations under Section 9.10 or 9.17
and such default shall continue unremedied for a period of 10 days after the
earlier to occur of (i) notice thereof to the Borrower by the Administrative
Agent or any Lender (through the Administrative Agent) or (ii) the Borrower
otherwise becoming aware of such default; or the Borrower shall default in the
performance of any of its obligations under Article VIII (other than Section
8.01(a), 8.01(b) or 8.01(d) or to deliver Compliance Certificates), any other
Article of this Agreement other than Article IX, or any Security Instrument or
any Related Document to which it is a party (other than the payment of amounts
due which shall be governed by Section 10.01(a)) and such default shall
continue unremedied for a period of 30 days after the earlier to occur of (i)
notice thereof to the Borrower by the Administrative Agent or any Lender
(through the Administrative Agent) or (ii) the Borrower


                                     -69-

<PAGE>

otherwise becoming aware of such default; or a Guarantor shall default in the
performance of any of its obligations under any Related Document to which it is
a party (other than the payment of amounts due which shall be governed by
Section 10.01(a)) and such default shall continue unremedied for a period of 30
days after the earlier to occur of (i) notice thereof to the Borrower by the
Administrative Agent or any Lender (through the Administrative Agent), or (ii)
the Borrower or such Guarantor otherwise becoming aware of such default; or

         (e) the Borrower shall admit in writing its inability to, or be
generally unable to, pay its debts as such debts become due; or

         (f) the Borrower shall (i) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a voluntary case
under the Federal Bankruptcy Code (as now or hereafter in effect), (iv) file a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up, liquidation or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
involuntary case under the Federal Bankruptcy Code, or (vi) take any corporate
action for the purpose of effecting any of the foregoing; or

         (g) a proceeding or case shall be commenced, without the application
or consent of the Borrower, in any court of competent jurisdiction, seeking (i)
its liquidation, reorganization, dissolution or winding-up, or the composition
or readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of the Borrower of all or any substantial
part of its assets, or (iii) similar relief in respect of the Borrower under
any law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect, for a period of
60 days; or (iv) an order for relief against the Borrower shall be entered in
an involuntary case under the Federal Bankruptcy Code; or

         (h) a judgment or judgments for the payment of money in excess of
$100,000 in the aggregate shall be rendered by a court against the Borrower or
any Subsidiary and the same shall not be discharged (or provision shall not be
made for such discharge), or a stay of execution thereof shall not be procured,
within 30 days from the date of entry thereof and the Borrower or such
Subsidiary shall not, within said period of 30 days, or such longer period
during which execution of the same shall have been stayed, appeal therefrom and
cause the execution thereof to be stayed during such appeal; or

         (i) the Loan Documents shall for any reason, except to the extent
permitted by the terms thereof, cease to be in full force and effect and valid,
binding and enforceable in accordance with their terms, or the Security
Instruments after delivery thereof cease to create a valid and perfected Lien
of the priority required thereby on any material portion of the collateral
purported to be covered thereby, except to the extent permitted by the terms of
this Agreement, or the Borrower shall so state in writing; or

         (j) a Material Adverse Effect shall have occurred; or


                                     -70-

<PAGE>

         (k) any Guarantor takes, suffers or permits to exist any of the events
or conditions referred to in clauses (e), (f), (g) or (h) or if any provision
of any guaranty agreement related thereto shall, in any material respect, for
any reason cease to be valid and binding on such Guarantor or if such Guarantor
shall so state in writing; or

         (l) any Related Document shall for any reason cease to be in full
force and effect other than in accordance with its terms.

         Section 10.02 Remedies.

         (a) In the case of an Event of Default other than one referred to in
clauses (e), (f) or (g) of Section 10.01 or a Change of Control, the
Administrative Agent, upon request of the Majority Lenders, shall, by notice to
the Borrower, cancel the Commitments (in whole or part) and/or declare the
principal amount then outstanding of, and the accrued interest on, the Loans
and all other amounts payable by the Borrower hereunder and under the
Obligations (including without limitation the payment of cash collateral to
secure the LC Exposure as provided in Section 2.09(b)) to be forthwith due and
payable, whereupon such amounts shall be immediately due and payable without
presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other formalities of any kind, all of which are hereby
expressly waived by the Borrower.

         (b) In the case of the occurrence of an Event of Default referred to
in clauses (e), (f) or (g) of Section 10.01, the Commitments shall be
automatically canceled and the principal amount then outstanding of, and the
accrued interest on, the Loans and all other amounts payable by the Borrower
hereunder and under the Obligations (including without limitation the payment
of cash collateral to secure the LC Exposure as provided in Section 2.09(b))
shall become automatically immediately due and payable without presentment,
demand, protest, notice of intent to accelerate, notice of acceleration or
other formalities of any kind, all of which are hereby expressly waived by the
Borrower.

         (c) All proceeds received after maturity of the Notes, whether by
acceleration or otherwise shall be applied first to reimbursement of expenses
and indemnities provided for in this Agreement and the Security Instruments;
second to accrued interest on the Obligations; third to fees; fourth pro rata
to principal outstanding on the Notes and other Obligations; fifth to serve as
cash collateral to be held by the Administrative Agent to secure the LC
Exposure and the Direct Pay Letter of Credit Exposure; and any excess shall be
paid to the Borrower or as otherwise required by any Governmental Requirement.

                                  ARTICLE XI

                            THE ADMINISTRATIVE AGENT

         Section 11.01 Appointment, Powers and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its
agent hereunder and under the Security Instruments with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and the Security Instruments, together with such other powers as are
reasonably incidental thereto. The Administrative Agent (which term as used in
this sentence


                                     -71-

<PAGE>

and in Section 11.05 and the first sentence of Section 11.06 shall include
reference to its Affiliates and its and its Affiliates' officers, directors,
employees, attorneys, accountants, experts and agents): (i) shall have no
duties or responsibilities except those expressly set forth in the Loan
Documents, and shall not by reason of the Loan Documents be a trustee or
fiduciary for any Lender; (ii) makes no representation or warranty to any
Lender and shall not be responsible to the Lenders for any recitals,
statements, representations or warranties contained in this Agreement, or in
any certificate or other document referred to or provided for in, or received
by any of them under, this Agreement, or for the value, validity,
effectiveness, genuineness, execution, effectiveness, legality, enforceability
or sufficiency of this Agreement, any Note or any other document referred to or
provided for herein or for any failure by the Borrower or any other Person
(other than the Administrative Agent) to perform any of its obligations
hereunder or thereunder or for the existence, value, perfection or priority of
any collateral security or the financial or other condition of the Borrower,
its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to
Section 11.07 shall not be required to initiate or conduct any litigation or
collection proceedings hereunder; and (iv) shall not be responsible for any
action taken or omitted to be taken by it hereunder or under any other document
or instrument referred to or provided for herein or in connection herewith
including its own ordinary negligence, except for its own gross negligence or
willful misconduct. The Administrative Agent may employ agents, accountants,
attorneys and experts and shall not be responsible for the negligence or
misconduct of any such agents, accountants, attorneys or experts selected by it
in good faith or any action taken or omitted to be taken in good faith by it in
accordance with the advice of such agents, accountants, attorneys or experts.
The Administrative Agent may deem and treat the payee of any Note as the holder
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof permitted hereunder shall have been filed with
the Administrative Agent. The Administrative Agent is authorized to release any
collateral that is permitted to be sold or released pursuant to the terms of
the Loan Documents.

         Section 11.02 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telecopier, telegram
or cable) believed by it to be genuine and correct and to have been signed or
sent by or on behalf of the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Administrative Agent.

         Section 11.03 Defaults. The Administrative Agent shall not be deemed
to have knowledge of the occurrence of a Default (other than the non-payment of
principal of or interest on Loans or of fees or failure to reimburse for Letter
of Credit drawings or Direct Pay Letter of Credit drawings) unless the
Administrative Agent has received notice from a Lender or the Borrower
specifying such Default and stating that such notice is a "Notice of Default."
In the event that the Administrative Agent receives such a notice of the
occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders. In the event of a payment Default, the Administrative
Agent shall give each Lender prompt notice of each such payment Default.

         Section 11.04 Rights as a Lender. With respect to its Commitments and
the Loans made by it and its participation in the issuance of Letters of Credit
or the Direct Pay Letter of Credit, Wells Fargo (and any successor acting as
Administrative Agent) in its capacity as a Lender


                                     -72-

<PAGE>

hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting as the Administrative
Agent, and the term "Lender" or "Lenders" shall, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. Wells
Fargo (and any successor acting as Administrative Agent) and its Affiliates may
(without having to account therefor to any Lender) accept deposits from, lend
money to and generally engage in any kind of banking, trust or other business
with the Borrower (and any of its Affiliates) as if it were not acting as the
Administrative Agent, and Wells Fargo and its Affiliates may accept fees and
other consideration from the Borrower for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.

         Section 11.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent and the Issuing Bank ratably in accordance with their
Percentage Shares for the Indemnity Matters as described in Section 13.03 to
the extent not indemnified or reimbursed by the Borrower under Section 13.03,
but without limiting the obligations of the Borrower under said Section 13.03
and for any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent or the Issuing Bank in any way relating to or arising out
of: (i) this Agreement, the Security Instruments or any other documents
contemplated by or referred to herein or the transactions contemplated hereby,
but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder or (ii) the enforcement of any of the terms of this Agreement,
any Security Instrument or of any such other documents; whether or not any of
the foregoing specified in this Section 11.05 arises from the sole or
concurrent negligence of the Administrative Agent or the Issuing Bank, provided
that no Lender shall be liable for any of the foregoing to the extent they
arise from the gross negligence or willful misconduct of the Administrative
Agent.

         Section 11.06 Non-Reliance on Administrative Agent and other Lenders.
Each Lender acknowledges and agrees that it has, independently and without
reliance on the Administrative Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis of the Borrower and its decision to enter into this Agreement, and
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own analysis and decisions
in taking or not taking action under this Agreement. The Administrative Agent
shall not be required to keep itself informed as to the performance or
observance by the Borrower of this Agreement, the Notes, the Security
Instruments or any other document referred to or provided for herein or to
inspect the properties or books of the Borrower. Except for notices, reports
and other documents and information expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the affairs, financial condition or business of
the Borrower (or any of its Affiliates) which may come into the possession of
the Administrative Agent or any of its Affiliates. In this regard, each Lender
acknowledges that Winstead Sechrest & Minick P.C. is acting in this transaction
as special counsel to the Administrative Agent only, except to the extent
otherwise expressly stated in any legal opinion or any Loan Document.


                                     -73-

<PAGE>

Each Lender will consult with its own legal counsel to the extent that it deems
necessary in connection with the Loan Documents and the matters contemplated
therein.

         Section 11.07 Action by Administrative Agent. Except for action or
other matters expressly required of the Administrative Agent hereunder, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall (i) receive written instructions from
the Majority Lenders (or all of the Lenders as expressly required by Section
13.04) specifying the action to be taken, and (ii) be indemnified to its
satisfaction by the Lenders against any and all liability and expenses which
may be incurred by it by reason of taking or continuing to take any such
action. The instructions of the Majority Lenders (or all of the Lenders as
expressly required by Section 13.04) and any action taken or failure to act
pursuant thereto by the Administrative Agent shall be binding on all of the
Lenders. If a Default has occurred and is continuing, the Administrative Agent
shall take such action with respect to such Default as shall be directed by the
Majority Lenders (or all of the Lenders as required by Section 13.04) in the
written instructions (with indemnities) described in this Section 11.07,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interests of the Lenders. In no
event, however, shall the Administrative Agent be required to take any action
which exposes the Administrative Agent to personal liability or which is
contrary to this Agreement and the Security Instruments or applicable law.

         Section 11.08 Resignation or Removal of Administrative Agent. Subject
to the appointment and acceptance of a successor Administrative Agent as
provided below, the Administrative Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower, and the Administrative Agent
may be removed at any time with or without cause by the Majority Lenders. Upon
any such resignation or removal, the Majority Lenders shall have the right to
appoint a successor Administrative Agent with the consent of the Borrower,
which consent shall not be unreasonably withheld. If no successor
Administrative Agent shall have been so appointed by the Majority Lenders in
accordance with the foregoing provisions, and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent. Upon the acceptance of
such appointment hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Article XI
and Section 13.03 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 the
Administrative Agent.

         Section 11.09 Issuing Bank as Agent. The Administrative Agent hereby
irrevocably appoints and authorizes the Issuing Bank to act as its agent (for
the benefit of itself, the Administrative Agent and the other Lenders) under
the Security Instruments and the other Related Documents with such other powers
as are reasonably incidental thereto for purposes of holding maintaining, or
taking any action with respect to the collateral securing the Obligations,


                                     -74-

<PAGE>

including without limitation, the Direct Pay Letter of Credit. The Issuing Bank
is authorized to release any collateral that is permitted to be sold or
released pursuant to the terms of the Related Documents.

         Section 11.10 Collateral and Guaranty Matters. The Lenders irrevocably
authorize the Administrative Agent, at its option and in its discretion:

         (a) to release any Lien on any Property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the
Commitments and payment in full of all Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters
of Credit and the Direct Pay Letter of Credit, (ii) that is sold or to be sold
as part of or in connection with any sale permitted hereunder or under any
other Loan Document, or (iii) subject to Section 13.04, if approved, authorized
or ratified in writing by the Majority Lenders; and

         (b) to release any Guarantor from its obligations under the Guaranty
Agreement if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.

         Upon request by the Administrative Agent at any time, the Majority
Lenders will confirm in writing the Administrative Agent's authority to release
its interest in particular types or items of property, or to release any
Guarantor from its obligations under the Guaranty pursuant to this Section
11.10.

                                  ARTICLE XII

                                    SECURITY

         The Obligations shall be secured by (i) a perfected first priority
security interest and Lien (subject only to Liens permitted under Section 9.02
entitled to priority under applicable law or under Section 9.02) in all of the
assets (except that perfection of Liens in motor vehicles and granting and
perfection of Liens in any real Property not currently held as collateral
(provided that with respect to any such real Property subject to any
prohibition against transfer or the granting of a Lien, Borrower will, or will
cause any Subsidiary to, diligently pursue consent to grant a Lien and permit a
transfer of such Property in foreclosure, and upon the receipt of such consent
a Lien shall be granted and perfected) shall be completed upon 30 days request
therefor by the Administrative Agent acting on behalf of the Majority Lenders
or the Majority Lenders) of the Borrower and its Subsidiaries, whether now
owned or hereafter acquired or existing, pursuant to the terms of the Security
Instruments to which they are parties, and (ii) a pledge of all of the stock of
or other equity interests in the Borrower and each Subsidiary pursuant to the
terms of the Security Instruments. The Borrower shall, and shall cause its
Subsidiaries to, (i) perfect the security interest in motor vehicles as
required above and (ii) pledge such real Property to the Secured Parties as
they may request upon written notice from the Administrative Agent, the form
and substance of all Security Instruments to be reasonably satisfactory to the
Administrative Agent.


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<PAGE>

                                 ARTICLE XIII

                                 MISCELLANEOUS

         Section 13.01 Waiver. No failure on the part of the Administrative
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under any of the Loan
Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under any of the Loan Documents
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

         Section 13.02 Notices. All notices and other communications provided
for herein and in the other Loan Documents (including, without limitation, any
modifications of, or waivers or consents under, this Agreement or the other
Loan Documents) shall be given or made by telex, telecopy, courier or U.S. Mail
or in writing and telexed, telecopied, mailed or delivered to the intended
recipient at the "Address for Notices" specified below its name on the
signature pages hereof, with respect to any Guarantor, at such address
designated as the chief executive office on Schedule 7.14 (or as specified in
any joinder agreement or supplement to the Guaranty Agreement) or in the other
Loan Documents or, as to any party, at such other address as shall be
designated by such party in a notice to each other party in accordance
herewith. Except as otherwise provided in this Agreement or in the other Loan
Documents, all such communications shall be deemed to have been duly given when
transmitted, if transmitted before 5:00 p.m. local time on a Business Day
(otherwise on the next succeeding Business Day) by telex or telecopier and
evidence or confirmation of receipt is obtained, or personally delivered
(including by overnight courier if confirmation of receipt is obtained) or, in
the case of a mailed notice, three Business Days after the date deposited in
the mails, postage prepaid, in each case given or addressed as aforesaid.

Section 13.03  Payment of Expenses, Indemnities, etc.

         (a) The Borrower agrees:

             (i) whether or not the transactions hereby contemplated are
consummated, to pay all reasonable expenses of the Administrative Agent in the
administration (both before and after the execution hereof and including
reasonable fees and related expenses for advice of counsel for the
Administrative Agent as to the rights and duties of the Administrative Agent
and the Lenders with respect thereto) of, and in connection with the
negotiation, syndication, investigation, preparation, execution and delivery
of, recording or filing of, preservation of rights under, enforcement of, and
refinancing, renegotiation or restructuring of, the Loan Documents and any
amendment, waiver or consent relating thereto (including, without limitation,
travel, photocopy, mailing, courier, telephone and other similar expenses of
the Administrative Agent, the cost of environmental audits not to exceed
$50,000 per fiscal year unless any audit discloses environmental problems that
in the Administrative Agent's reasonable determination requires additional
study, in which case the $50,000 cap shall not apply, surveys and appraisals at
reasonable intervals, the reasonable fees and disbursements of counsel and
other outside consultants for the Administrative Agent and, in the case of
enforcement after an


                                     -76-

<PAGE>

Event of Default, the reasonable fees and disbursements of counsel for the
Administrative Agent and any of the Lenders); and promptly reimburse the
Administrative Agent for all amounts expended, advanced or incurred by the
Administrative Agent or the Lenders to satisfy any obligation of the Borrower
under this Agreement or any Security Instrument, including without limitation,
all costs and expenses of foreclosure;

             (ii) to indemnify the Administrative Agent and each Lender and
each of their Affiliates and each of their officers, directors, employees,
representatives, agents, attorneys, accountants and experts ("Indemnified
Parties") from, hold each of them harmless against and promptly upon demand pay
or reimburse each of them for, the Indemnity Matters which may be incurred by
or asserted against or involve any of them (whether or not any of them is
-designated a party thereto) as a result of, arising out of or in any way
related to (i) any actual or proposed use by the Borrower or Waste Corporation
Texas of the proceeds of any of the Loans, the Direct Pay Letter of Credit or
Letters of Credit, (ii) the execution, delivery and performance of the Loan
Documents, (iii) the operations of the business of the Borrower and its
Subsidiaries, (iv) the failure of the Borrower or any Subsidiary to comply with
the terms of any Security Instrument or this Agreement, or with any
Governmental Requirement, (v) any inaccuracy of any representation or any
breach of any warranty of the Borrower or any Guarantor set forth in any of the
Loan Documents, (vi) the issuance, execution and delivery or transfer of or
payment or failure to pay under any Letter of Credit or the Direct Pay Letter
of Credit, except any failure to pay in accordance with the terms thereof, or
(vii) the payment of a drawing under any Letter of Credit or the Direct Pay
Letter of Credit notwithstanding the non-compliance, non-delivery or other
improper presentation of the manually executed draft(s) and certification(s) if
such documents are sufficient on their face, (viii) any assertion that the
Lenders were not entitled to receive the proceeds received pursuant to the
Security Instruments or (ix) any other aspect of the Loan Documents, including,
without limitation, the reasonable fees and disbursements of counsel and all
other reasonable expenses incurred in connection with investigating, defending
or preparing to defend any such action, suit, proceeding (including any
investigations, litigation or inquiries) or claim and including all Indemnity
Matters arising by reason of the ordinary negligence of any Indemnified Party,
but excluding all Indemnity Matters arising solely by reason of claims between
the Lenders or any Lender and the Administrative Agent or a Lender's
shareholders against the Administrative Agent or Lender or by reason of the
gross negligence or willful misconduct on the part of any Indemnified Party;
and

             (iii) to indemnify and hold harmless from time to time the
Indemnified Parties from and against any and all losses, claims, cost recovery
actions, administrative orders or proceedings, damages and liabilities to which
any such Person may become subject (i) under any Environmental Law applicable
to the Borrower or any Subsidiary or any of their Properties, including without
limitation, the treatment or disposal of hazardous substances on any of their
Properties, (ii) as a result of the breach or non-compliance by the Borrower or
any Subsidiary with any Environmental Law applicable to the Borrower or any
Subsidiary, (iii) due to past ownership by the Borrower or any Subsidiary of
any of their Properties or past activity on any of their Properties which,
though lawful and fully permissible at the time, could result in present
liability, (iv) the presence, use, release, storage, treatment or disposal of
hazardous substances on or at any of the Properties owned or operated by the
Borrower or any Subsidiary, or (v) any other environmental, health or safety
condition in connection with the Loan Documents; provided, however, no
indemnity or hold harmless protection shall be afforded under this


                                     -77-

<PAGE>

Section 13.03(a)(iii) in respect of any Property for any occurrence arising
from the acts or omissions of the Administrative Agent or any Lender during the
period after which such Person, its successors or assigns shall have obtained
possession of such Property (whether by foreclosure or deed in lieu of
foreclosure, as mortgagee-in-possession or otherwise).

         (b) No Indemnified Party may settle any claim to be indemnified
without the consent of the indemnitor, such consent not to be unreasonably
withheld; provided, that the indemnitor may not reasonably withhold consent to
any settlement that an Indemnified Party proposes, if the indemnitor does not
have the financial ability to pay all its obligations outstanding and asserted
against the indemnitor at that time, including the maximum potential claims
against the Indemnified Party to be indemnified pursuant to this Section 13.03.

         (c) In the case of any indemnification hereunder, the Administrative
Agent or Lender, as appropriate shall give notice to the Borrower of any such
claim or demand being made against the Indemnified Party and the Borrower shall
have the non-exclusive right to join in the defense against any such claim or
demand provided that if the Borrower provides a defense, the Indemnified Party
shall bear its own cost of defense unless there is a conflict between the
Borrower and such Indemnified Party.

         (d) Except as expressly provided in the proviso to clause (iii) of
Section 13.03(a) above, the foregoing indemnities shall extend to the
Indemnified Parties notwithstanding the sole or concurrent negligence of every
kind or character whatsoever, whether active or passive, whether an affirmative
act or an omission, including without limitation, all types of negligent
conduct identified in the restatement (second) of torts of one or more of the
Indemnified Parties or by reason of strict liability imposed without fault on
any one or more of the Indemnified Parties. To the extent that an Indemnified
Party is found to have committed an act of gross negligence or willful
misconduct, this contractual obligation of indemnification shall continue but
shall only extend to the portion of the claim that is deemed to have occurred
by reason of events other than the gross negligence or willful misconduct of
the Indemnified Party.

         (e) The Borrower's obligations under this Section 13.03 shall survive
any termination of this Agreement and the payment of the Notes and shall
continue thereafter in full force and effect.

         (f) The Borrower shall pay any amounts due under this Section 13.03
within 30 days of the receipt by the Borrower of notice of the amount due.

         Section 13.04 Amendments, Etc. Any provision of this Agreement or any
Security Instrument to which the Borrower is a party may be amended, modified
or waived with the Borrower's and the Majority Lenders' prior written consent;
provided that (i) no amendment, modification or waiver which extends the final
maturity of the Loans, increases the Aggregate Revolving Credit Commitments,
forgives the principal amount of any Loans outstanding under this Agreement,
releases any guarantor of the Obligations or releases all or substantially all
of the collateral, reduces the interest rate applicable to the Loans or the
fees payable to the Lenders generally, amends, modifies or waives Section
2.03(a), this Section 13.04 or Section 13.06(a) or modifies the definition of
"Majority Lenders" shall be effective without consent of all Lenders;


                                     -78-

<PAGE>

(ii) no amendment, modification or waiver which increases the Revolving Credit
Commitment or the Direct Pay Letter of Credit Commitment of any Lender or
forgives any Obligations (other than Loans) of any Lender shall be effective
without the consent of such Lender; (iii) no amendment, modification or waiver
which modifies the rights, duties or obligations of the Administrative Agent
shall be effective without the consent of the Administrative Agent; and (iv) no
amendment, modification or waiver which modifies the rights, duties or
obligations of the Issuing Bank shall be effective without the consent of the
Issuing Bank. Notwithstanding anything to the contrary contained herein or in
any other Loan Document, the Administrative Agent is hereby irrevocably
authorized (without the consent of or requirement of notice to any Lender
except as expressly required by this Section 13.04) to take any action
requested by the Borrower having the effect of releasing any collateral to the
extent necessary to permit consummation of any transaction not prohibited by
any Loan Document or that has been consented to in accordance with this Section
13.04.

         Section 13.05 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

         Section 13.06 Assignments and Participations.

         (a) Neither the Borrower nor Waste Corporation Texas may assign its
rights or obligations hereunder or under the Notes, any Letters of Credit or
the Direct Pay Letter of Credit without the prior consent of all of the Lenders
and the Administrative Agent.

         (b) Any Lender may, upon the written consent of the Administrative
Agent and, if no Event of Default has occurred and is continuing, the Borrower
(which consent will not be unreasonably withheld), assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement pursuant to an Assignment Agreement substantially in the form of
Exhibit D (an "Assignment"); provided, however, that (i) any such assignment
shall assign proportionate amounts (if less than all) in each of such assignors
Loans and Commitments, (ii) any such assignment shall be in the amount of at
least $3,000,000 or such lesser amount to which the Borrower has consented and
(iii) the assignee or assignor shall pay to the Administrative Agent a
processing and recordation fee of $5,000 for each assignment. Any such
assignment will become effective as of the date provided therein upon the
execution and delivery to the Administrative Agent of the Assignment and the
consent of the Administrative Agent and, if applicable, the Borrower. Promptly
after receipt of an executed Assignment, the Administrative Agent shall send to
the Borrower a copy of such executed Assignment. Upon receipt of such executed
Assignment, the Borrower, will, at its own expense, execute and deliver new
Notes to the assignor and/or assignee, as appropriate, in accordance with their
respective interests as they appear. Upon the effectiveness of any assignment
pursuant to this Section 13.06(b), the assignee will become a "Lender," if not
already a "Lender," for all purposes of this Agreement and the Security
Instruments. The assignor shall be relieved of its obligations hereunder from
and after the effective date thereof to the extent of such assignment (and if
the assigning Lender no longer holds any rights or obligations under this
Agreement, such assigning Lender shall cease to be a "Lender" hereunder except
that its rights under Sections 4.06, 5.01, 5.05 and 13.03 shall not be
affected). The Administrative Agent will prepare on the last Business Day of
each month during which an assignment has become effective pursuant to this


                                     -79-

<PAGE>

Section 13.06(b), a new Annex I giving effect to all such assignments effected
during such month, and will promptly provide the same to the Borrower and each
of the Lenders.

         (c) Each Lender may transfer, grant or assign participations in all or
any part of such Lender's interests hereunder pursuant to this Section 13.06(c)
to any Person, provided that: (i) such Lender shall remain a "Lender" for all
purposes of this Agreement and the transferee of such participation shall not
constitute a "Lender" hereunder; and (ii) no participant under any such
participation shall have rights to approve any amendment to or waiver of any of
the Loan Documents except to the extent such amendment or waiver would (x)
forgive any principal owing on any Obligations or extend the final maturity of
the Loans in which such participant is participating, (y) reduce the interest
rate (other than as a result of waiving the applicability of any post-default
increases in interest rates) or fees applicable to any of the Commitments or
Loans or Letters of Credit or Direct Pay Letter of Credit in which such
participant is participating, or postpone the payment of any thereof, or (z)
release any guarantor of the Obligations or release all or substantially all of
the collateral (except as provided in the Loan Documents) supporting any of the
Commitments or Loans or Letters of Credit or Direct Pay Letter of Credit in
which such participant is participating. In the case of any such participation,
the participant shall not have any rights under this Agreement or any of the
Security Instruments (the participant's rights against the granting Lender in
respect of such participation to be those set forth in the agreement with such
Lender creating such participation), and all amounts payable by the Borrower
hereunder shall be determined as if such Lender had not sold such
participation, provided that such participant shall be entitled to receive
additional amounts under Article V on the same basis as if it were a Lender
(but only to the extent that such additional amounts paid to any such
participant does not require the Borrower to make payments in respect of the
Loans of any Lender in excess of what such Lender would have received had such
loans not been participated) and be indemnified under Section 13.03 as if it
were a Lender. In addition, each agreement creating any participation must
include an agreement by the participant to be bound by the provisions of
Section 13.15 for the benefit of the Borrower.

         (d) The Lenders may furnish any information concerning the Borrower in
the possession of the Lenders from time to time to assignees and participants
(including prospective assignees and participants); provided that, such Persons
agree to be bound by the provisions of Section 13.15 for the benefit of the
Borrower.

         (e) Notwithstanding anything in this Section 13.06 to the contrary,
any Lender may assign and pledge all or any of its Notes to any Federal Reserve
Bank. No such assignment and/or pledge shall release the assigning and/or
pledging Lender from its obligations hereunder.

         (f) Notwithstanding any other provisions of this Section 13.06, no
transfer or assignment of the interests or obligations of any Lender or any
grant of participations therein shall be permitted if such transfer, assignment
or grant would require the Borrower (i) to file a registration statement with
the SEC (ii) to qualify the Loans under the "Blue Sky" laws of any state, or
(iii) to contravene the prohibited transactions restrictions of Sections 4975
of the code or Sections 406 or 407 of ERISA.

         Section 13.07 Invalidity. In the event that any one or more of the
provisions contained in any of the Loan Documents or the Letters of Credit or
Direct Pay Letter of Credit, or the


                                     -80-

<PAGE>

Letter of Credit Agreements shall, for any reason, be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of the Notes, this Agreement or any other
Loan Document.

         Section 13.08 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart. Facsimiles of signatures shall be binding and
effective as originals.

         Section 13.09 References; Use of Word "Including". The words "herein,"
"hereof," "hereunder" and other words of similar import when used in this
Agreement refer to this Agreement as a whole, and not to any particular
article, section or subsection. Any reference herein to a Section or Article
shall be deemed to refer to the applicable Section or Article of this Agreement
unless otherwise stated herein. Any reference herein to an exhibit, schedule,
or other attachment shall be deemed to refer to the applicable exhibit,
schedule, or other attachment attached hereto unless otherwise stated herein.
The word "including", "includes" and words of similar import means "including,
without limitation".

         Section 13.10 Survival. The obligations of the parties under Section
4.06, Article V, and Sections 11.05 and 13.03 shall survive the repayment of
the Loans and the termination of the Commitments. To the extent that any
payments on the Obligations or proceeds of any collateral are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
to be repaid to a trustee, debtor in possession, receiver or other Person under
any bankruptcy law, common law or equitable cause, then to such extent, the
Obligations so satisfied shall be revived and continue as if such payment or
proceeds had not been received and the Administrative Agent's and the Lenders'
Liens, security interests, rights, powers and remedies under this Agreement and
each Security Instrument effective immediately prior thereto shall continue in
full force and effect. In such event, each such Security Instrument shall be
automatically reinstated and the Borrower shall take such action as may be
reasonably requested by the Administrative Agent and the Lenders to effect such
reinstatement.

         Section 13.11 Captions. Captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.

         Section 13.12 No Oral Agreements. The Loan Documents embody the entire
agreement and understanding between the parties and supersede all other
agreements and understandings between such parties relating to the subject
matter hereof and thereof. The Loan Documents represent the final agreement
between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.

         Section 13.13 Governing Law; Submission to Jurisdiction.

         (a) This Agreement and the Notes shall be governed by, and construed
in accordance with, the laws of the State of Texas, except to the extent that
United States federal law preempts Texas law and permits any Lender to contract
for, charge or receive interest at a


                                     -81-

<PAGE>

rate greater than that permitted by Texas law or to charge the rate allowed by
the laws of the state where such Lender is located, in which event Federal Law
shall control. Chapter 346 of the Texas Finance Code (which regulates certain
revolving credit loan accounts and revolving tri-party accounts) shall not
apply to this Agreement or the Notes.

         (b) Any legal action or proceeding with respect to the Loan Documents
shall be brought in the courts of the State of Texas or of the United States of
America for the Southern District of Texas, Houston Division, and, by execution
and delivery of this Agreement, the Borrower hereby accepts for itself and (to
the extent permitted by law) in respect of its Property, generally and
unconditionally, the jurisdiction of the aforesaid courts. To the extent
permitted by law, the Borrower hereby irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any such action or proceeding in such respective jurisdictions.
This submission to jurisdiction is non-exclusive and does not preclude the
Administrative Agent or any Lender from obtaining jurisdiction over the
Borrower in any court otherwise having jurisdiction.

         (c) The Borrower hereby irrevocably consents to the service of process
of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Borrower at its said address, such service to become effective 30 days
after such mailing. Nothing herein shall affect the right of the Administrative
Agent, any Lender or any holder of a Note to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Borrower or its Properties in any other jurisdiction.

         (d) Each of the Borrower, the Administrative Agent and each Lender
hereby (i) irrevocably and unconditionally waives, to the fullest extent
permitted by law, trial by jury in any legal action or proceeding relating to
this Agreement or any Loan Document and for any counterclaim therein; (ii)
irrevocably waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any such litigation any special, exemplary,
punitive or consequential damages, or damages other than, or in addition to,
actual damages, together with court costs, attorney fees and other costs of
litigating or contesting such matter; (iii) certifies that no party hereto nor
any representative, agent or counsel for any party hereto has represented,
expressly or otherwise, or implied that such party would not, in the event of
litigation, seek to enforce the foregoing waivers, and (iv) acknowledges that
it has been induced to enter into this Credit Agreement and the other Loan
Documents and the transactions contemplated hereby and thereby by, among other
things, the mutual waivers and certifications contained in this Section 13.13.

         Section 13.14 Interest. It is the intention of the parties hereto
to conform strictly to applicable usury laws. Accordingly, if the transactions
contemplated hereby would be usurious as to any Lender, the Administrative
Agent or an Issuing Bank (for purposes of this Section 13.14 referred to
individually as a "Lender Party" and collectively as the "Lender Parties")
under laws applicable to it or to its Loans or other extensions of credit
hereunder or under any other Loan Document (including the laws of the United
States of America and the State of Texas or any other jurisdiction whose laws
may be mandatorily applicable notwithstanding the other provisions of this
Agreement), then, in that event, notwithstanding


                                     -82-

<PAGE>

anything to the contrary in any of the Loan Documents or any other agreement
entered into in connection with or as security for the Notes, it is agreed as
follows: (a) the aggregate of all consideration which constitutes interest
under law applicable to any Lender Party or to its Loans or other extensions of
credit hereunder or under any other Loan Document or other agreement that is
contracted for, taken, reserved, charged or received by such Lender Party under
any of the Loan Documents or other agreements or otherwise in connection with
the Notes shall under no circumstances exceed the maximum amount allowed by
such applicable law, and any excess shall be canceled automatically and if
theretofore paid shall be credited by such Lender Party on the principal amount
of the Obligations (or, to the extent that the principal amount of the
Obligations shall have been or would thereby be paid in full, refunded by such
Lender to the Borrower); (b) in the event that the maturity of the Notes is
accelerated by reason of an election of the holder thereof resulting from any
Event of Default under this Agreement or otherwise, or in the event of any
required or permitted prepayment, or if any transaction contemplated by any
Loan Document would otherwise be usurious under any applicable law, then such
consideration that constitutes interest under law applicable to any Lender
Party or to its Loans or other extensions of credit hereunder or under any
other Loan Document may never include more than the maximum amount allowed by
such applicable law, and excess interest, if any, provided for in this
Agreement or otherwise shall be canceled automatically as of the date of such
acceleration or prepayment or other event or circumstance and, if theretofore
paid, shall be credited by such Lender Party on the principal amount of the
Obligations (or, to the extent that the principal amount of the Obligations
shall have been or would thereby be paid in full, refunded by such Lender to
the Borrower) and (c) in no event shall any provision of any Loan Document
require any unearned interest. All sums paid or agreed to be paid to any Lender
Party for the use, forbearance or detention of sums due hereunder or under any
other Loan Document shall, to the extent permitted by law applicable to such
Lender Party or to its Loans or other extensions of credit hereunder or under
any other Loan Document, be amortized, prorated, allocated and spread
throughout the full term of the Loans evidenced by the Notes until payment in
full so that the rate or amount of interest on account of any Loans hereunder
or other extension of credit under any of the Loan Documents does not exceed
the maximum amount allowed by such applicable law. If at any time and from time
to time (i) the amount of interest payable to any Lender Party on any date
shall be computed at the Highest Lawful Rate applicable to such Lender or to
its Loans or other extensions of credit hereunder pursuant to this Section
13.14 and (ii) in respect of any subsequent interest computation period the
amount of interest otherwise payable to such Lender Party would be less than
the amount of interest payable to such Lender computed at the Highest Lawful
Rate applicable to such Lender Party or to its Loans or other extensions of
credit hereunder, then, to the extent permitted by law, the amount of interest
payable to such Lender in respect of such subsequent interest computation
period shall continue to be computed at the Highest Lawful Rate applicable to
such Lender Payable until the total amount of interest payable to such Lender
Party shall equal the total amount of interest which would have been payable to
such Lender Party if the total amount of interest had been computed without
giving effect to this Section 13.14. To the extent that Chapter 303 of the
Texas Finance Code is relevant for the purpose of determining the Highest
Lawful Rate, the Lender Parties elect to determine the applicable rate ceiling
under such Chapter by the indicated weekly rate ceiling from time to time in
effect.


                                     -83-

<PAGE>

         Section 13.15 Confidentiality; Section 20 Subsidiaries.

         (a) In the event that the Borrower provides to the Administrative
Agent or the Lenders confidential information belonging to the Borrower or any
of its Affiliates, the Administrative Agent and the Lenders shall thereafter
maintain such information in confidence in accordance with the standards of
care and diligence that each utilizes in maintaining its own confidential
information. This obligation of confidence shall not apply to such portions of
the information which (i) are in the public domain, (ii) hereafter become part
of the public domain without the Administrative Agent or the Lenders breaching
their obligation of confidence to the Borrower, (iii) are previously known by
the Administrative Agent or the Lenders from some source other than the
Borrower and have been obtained by or available to the Administrative Agent or
the Lenders from a third party who owes no obligation of confidence to the
Borrower or any of its Affiliates with respect to such information or through
any other means other than through disclosure by the Borrower, (iv) are
hereafter developed by the Administrative Agent or the Lenders without using
the Borrower's or any of its Affiliates' information, (v) are hereafter
obtained by or available to the Administrative Agent or the Lenders from a
third party who owes no obligation of confidence to the Borrower or any of its
Affiliates with respect to such information or through any other means other
than through disclosure by the Borrower or any of its Affiliates, (vi) are
disclosed with the Borrower's consent, (vii) must be disclosed either pursuant
to any Governmental Requirement or to Persons regulating the activities of the
Administrative Agent or the Lenders, or (viii) as may be required by law or
regulation or order of any Governmental Authority in any judicial, arbitration
or governmental proceeding. Further, the Administrative Agent or a Lender may
disclose any such information to any other Lender, any independent petroleum
engineers or consultants, any independent certified public accountants, any
legal counsel employed by such Person in connection with this Agreement or any
Security Instrument, including without limitation, the enforcement or exercise
of all rights and remedies thereunder, or any assignee or participant
(including prospective assignees and participants) in the Loans; provided,
however, that the Administrative Agent or the Lenders shall receive a
confidentiality agreement for the benefit of the Borrower from the Person to
whom such information is disclosed such that said Person shall have the same
obligation to maintain the confidentiality of such information as is imposed
upon the Administrative Agent or the Lenders hereunder. Notwithstanding
anything to the contrary provided herein, this obligation of confidence shall
cease three years from the date the information was furnished, unless the
Borrower requests in writing at least 30 days prior to the expiration of such
three year period, to maintain the confidentiality of such information for an
additional three year period. The Borrower waives any and all other rights it
may have to confidentiality as against the Administrative Agent and the Lenders
arising by contract, agreement, statute or law except as expressly stated in
this Section 13.15.

         Notwithstanding anything to the contrary, the Administrative Agent and
each Lender may disclose without limitation of any kind, any information with
respect to the "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Administrative Agent or such Lender
relating to such tax treatment and tax structure; provided that with respect to
any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transaction as well as
other information, this sentence shall only apply to such portions of the
document or


                                     -84-

<PAGE>

similar item that relate to the tax treatment or tax structure of the Revolving
Credit Loans, the Term A Loans, the Letters of Credit, the Direct Pay Letter of
Credit, and the transactions contemplated hereby.

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

         Section 13.16 Exculpation Provisions. Each of the parties hereto
specifically agrees that it has a duty to read this Agreement and the Security
Instruments and agrees that it is charged with notice and knowledge of the
terms of this Agreement and the Security Instruments; that it has in fact read
this Agreement and is fully informed and has full notice and knowledge of the
terms, conditions and effects of this Agreement; that it has been represented
by independent legal counsel of its choice throughout the negotiations
preceding its execution of this Agreement and the Security Instruments; and has
received the advice of its attorney in entering into this Agreement and the
Security Instruments; and that it recognizes that certain of the terms of this
Agreement and the Security Instruments result in one party assuming the
liability inherent in some aspects of the transaction and relieving the other
party of its responsibility for such liability. Each party hereto agrees and
covenants that it will not contest the validity or enforceability of any
exculpatory provision of this Agreement and the Security Instruments on the
basis that the party had no notice or knowledge of such provision or that the
provision is not "conspicuous."

         Section 13.17 Arbitration.

         (a) Arbitration. Upon the demand of any party, any Dispute shall be
resolved by binding arbitration in accordance with the terms of this Agreement.
A "Dispute" shall mean any action, dispute, claim or controversy of any kind,
whether in contract or tort, statutory or common law, legal or equitable, now
existing or hereafter arising under or in connection with, or in any way
pertaining to, this Agreement, or any past, present or future extensions of
credit and other activities, transactions or obligations of any kind related
directly or indirectly to this Agreement, including without limitation, any of
the foregoing arising in connection with the exercise of any self-help,
ancillary or other remedies pursuant to this Agreement. Any party may by
summary proceedings bring an action in court to compel arbitration of a
Dispute. Any party who fails or refuses to submit to arbitration following a
lawful demand by any other party shall bear all costs and expenses incurred by
such other party in compelling arbitration of any Dispute.

         (b) Governing Rules. Arbitration proceedings shall be administered by
the American Arbitration Association ("AAA") or such other administrator as the
parties shall


                                     -85-

<PAGE>

mutually agree upon in accordance with the AAA Commercial Arbitration Rules.
All Disputes submitted to arbitration shall be resolved in accordance with the
Federal Arbitration Act (Title 9 of the United States Code), notwithstanding
any conflicting choice of law provision in this Agreement. The arbitration
shall be conducted at a location in Houston, Texas selected by the AAA or other
administrator. If there is any inconsistency between the terms hereof and any
such rules, the terms and procedures set forth herein shall control. All
statutes of limitation applicable to any Dispute shall apply to any arbitration
proceeding. All discovery activities shall be expressly limited to matters
directly relevant to the Dispute being arbitrated. Judgment upon any award
rendered in an arbitration may be entered in any court having jurisdiction;
provided however, that nothing contained herein shall be deemed to be a waiver
by any party that is a bank of the protections afforded to it under 12 U.S.C.
ss. 91 or any similar applicable state law.

         (c) No Waiver; Provisional Remedies, Self-Help and Foreclosure. No
provision hereof shall limit the right of any party to exercise self-help
remedies such as setoff, foreclosure against or sale of any real or personal
property collateral or security, or to obtain provisional or ancillary
remedies, including without limitation injunctive relief, sequestration,
attachment, garnishment or the appointment of a receiver, from a court of
competent jurisdiction before, after or during the pendency of any arbitration
or other proceeding. The exercise of any such remedy shall not waive the right
of any party to compel arbitration hereunder.

         (d) Arbitrator Qualifications and Powers Awards. Arbitrators must be
active members of the State Bar of Texas with expertise in the substantive laws
applicable to the subject matter of the Dispute. Arbitrators are empowered to
resolve Disputes by summary rulings in response to motions filed prior to the
final arbitration hearing. Arbitrators (i) shall resolve all Disputes in
accordance with the substantive law of the state of Texas, (ii) may grant any
remedy or relief that a court of the state of Texas could order or grant within
the scope hereof and such ancillary relief as is necessary to make effective
any award, and (iii) shall have the power to award recovery of all costs and
fees, to impose sanctions and to take such other actions as they deem necessary
to the same extent a judge could pursuant to the Federal Rules of Civil
Procedure, the Texas Rules of Civil Procedure or other applicable law. Any
Dispute in which the amount in controversy is $5,000,000 or less shall be
decided by a single arbitrator who shall not render an award of greater than
$5,000,000 (including damages, costs, fees and expenses). By submission to a
single arbitrator, each party expressly waives any right or claim to recover
more than $5,000,000. Any Dispute in which the amount in controversy exceeds
$5,000,000 shall be decided by majority vote of a panel of three arbitrators;
provided however, that all three arbitrators must actively participate in all
hearings and deliberations.

         (e) Judicial Review. Notwithstanding anything herein to the contrary,
in any arbitration in which the amount in controversy exceeds $25,000,000, the
arbitrators shall be required to make specific, written findings of fact and
conclusions of law. In such arbitrations (i) the arbitrators shall not have the
power to make any award which is not supported by substantial evidence or which
is based on legal error, (ii) an award shall not be binding upon the parties
unless the findings of fact are supported by substantial evidence and the
conclusions of law are not erroneous under the substantive law of the state of
Texas, and (iii) the parties shall have in addition to the grounds referred to
in the Federal Arbitration Act for vacating, modifying or correcting an award
the right to judicial review of (A) whether the findings of fact rendered by
the arbitrators are supported by substantial evidence, and (B) whether the
conclusions of law are


                                      -86-

<PAGE>

erroneous under the substantive law of the state of Texas. Judgment confirming
an award in such a proceeding may be entered only if a court determines the
award is supported by substantial evidence and not based on legal error under
the substantive law of the state of Texas.

         (f) Miscellaneous. To the maximum extent practicable, the AAA, the
arbitrators and the parties shall take all action required to conclude any
arbitration proceedings within 180 days of the filing of the Dispute with the
AAA. No arbitrator or other party to an arbitration proceeding may disclose the
existence, content or results thereof, except for disclosures of information by
a party required in the ordinary course of its business, by applicable law or
regulations, or to the extent necessary to exercise any judicial review rights
set forth herein. If more than one agreement for arbitration by or between the
parties potentially applies to a Dispute, the arbitration provisions most
directly related to this Agreement or the subject matter of the Dispute shall
control. This arbitration provision shall survive termination, amendment or
expiration of this Agreement or any relationship between the parties.

         Section 13.18 USA Patriot Act Notice. Each Lender and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107.56 (signed into law October 26, 2001)) (the "Act"),
it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.

         Section 13.19 Amendment and Restatement; Release. This Agreement
amends and restates in its entirety the Existing Credit Agreement. The
execution of this Agreement and the other Loan Documents executed in connection
herewith does not extinguish the indebtedness outstanding in connection with
the Existing Credit Agreement nor does it constitute a novation with respect to
such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE
HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO
ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT,
THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH
MANAGEMENT SERVICES. TO INDUCE THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND
THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF
THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH GUARANTOR WAIVES ANY AND ALL
CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING
PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE
LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL
OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR
DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH
THE BORROWER OR ANY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE
AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN
CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR


                                     -87-

<PAGE>

ANY DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE
TRANSACTIONS CONTEMPLATED THEREBY.

                        [SIGNATURES BEGIN ON NEXT PAGE]


                                     -88-

<PAGE>

         The parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.

                                       BORROWER:

                                       WCA WASTE SYSTEMS, INC.



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

                                       Address for Notices:

                                       One Riverway, Suite 1400
                                       Houston, Texas 77056
                                       Telecopier No.: 713-292-2455
                                       Telephone No.: 713-292-2400
                                       Attention:  Charles A. Casalinova

<PAGE>

                                       ADMINISTRATIVE AGENT, ISSUING BANK
                                       AND LENDER:

                                       WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       individually, as Issuing Bank and as
                                       Administrative Agent



                                       By:
                                           ------------------------------------
                                           Michael Real
                                           Vice President

                                       Lending Office for Base Rate and
                                       LIBOR Loans:

                                       1445 Ross Avenue, Suite 300
                                       Dallas, Texas  75202


                                       Address for Notices:
                                       1445 Ross Avenue, Suite 300
                                       MAC # T5303-031
                                       Dallas, Texas  75202
                                       Telecopier No.: 214-969-0370
                                       Telephone No.: 214-777-4036
                                       Attention: Michael Real

<PAGE>

         By execution hereunder, each Guarantor hereby expressly (i)
acknowledges the terms of this Agreement, (ii) confirms the representations and
warranties attributable to each of them in Article VII of this Agreement, (iii)
ratifies and affirms its obligations under its respective Guaranty Agreement
and the other Related Documents to which it is a party, (iv) acknowledges,
renews and extends its continued liability under its Guaranty Agreement and the
other Loan Documents to which it is a party and agrees that its Guaranty
Agreement and the other Loan Documents to which it is a party remain in full
force and effect; (iv) guarantees to the Administrative Agent and each Lender
to promptly pay when due all amounts owing or to be owing by it under its
Guaranty Agreement and the other Loan Documents to which it is a party pursuant
to the terms and conditions thereof; and (v) acknowledges and agrees that all
references to the term "Credit Agreement" in the Guaranty Agreement shall be
deemed to mean this Agreement, as the same may be amended, restated,
supplemented or modified from time to time.

                                   WCA HOLDINGS CORPORATION


                                   By:
                                       ----------------------------------------
                                       Charles A. Casalinova
                                       Vice President

                                   WASTE CORPORATION OF ARKANSAS, INC.
                                   WASTE CORPORATION OF KANSAS, INC.
                                   WASTE CORPORATION OF MISSOURI, INC.
                                   WCA CAPITAL, INC.
                                   WASTE CORPORATION OF TENNESSEE, INC.
                                   WCA TEXAS MANAGEMENT GENERAL, INC.
                                   WCA OF ALABAMA, L.L.C.
                                   WCA MANAGEMENT GENERAL, INC.
                                   WCA SHILOH LANDFILL, L.L.C.


                                   By:
                                       ----------------------------------------
                                       Charles A. Casalinova
                                       Vice President of each Guarantor listed
                                       above



                                   WASTE CORPORATION OF TEXAS, L.P.

                                   By: WCA Texas Management General, Inc.,
                                       as its general partner


                                   By:
                                       ----------------------------------------
                                       Charles A. Casalinova
                                       Vice President

<PAGE>

                                   WCA MANAGEMENT COMPANY, LP

                                   By: WCA Management General, Inc.,
                                       as its general partner


                                   By:
                                       ----------------------------------------
                                       Charles A. Casalinova
                                       Vice President



                                   WCA MANAGEMENT LIMITED, INC.


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