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AMENDED AND RESTATED
LOAN AGREEMENT

DATED AS OF DECEMBER 15, 1999

by and among

WASTE MANAGEMENT, INC.

(the "Borrower")

and

THE GUARANTOR

and

BANKBOSTON, N.A. ("BKB")
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("BOA")
CHASE BANK OF TEXAS, N.A. ("CHASE")
DEUTSCHE BANK AG, NEW YORK BRANCH ("DEUTSCHE")

AND THE OTHER FINANCIAL INSTITUTIONS WHICH BECOME
A PARTY TO THIS AGREEMENT

(Collectively, the "Banks")

and

BKB AS ADMINISTRATIVE AGENT (the "Administrative Agent")

and

DEUTSCHE AS DOCUMENTATION AGENT (the "Documentation Agent")

and

BOA AND CHASE AS SYNDICATION AGENTS
(the "Syndication Agents")

and

BANC OF AMERICA SECURITIES, LLC AND CHASE SECURITIES INC. ("CSI")
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS (the "Joint Lead Arrangers and
Joint Book Managers")

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<PAGE> 2

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TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
Section 1. DEFINITIONS AND RULES OF INTERPRETATION..................................................1
Section 1.1. Definitions...................................................................1
Section 1.2. Rules of Interpretation.......................................................15
Section 2. THE SYNDICATED LOAN FACILITIES...........................................................16
Section 2.1. Commitment to Lend............................................................16
Section 2.2. Facility Fee..................................................................16
Section 2.3. Reduction of Total Commitment.................................................17
Section 2.4. The Syndicated Notes..........................................................17
Section 2.5. Interest on Syndicated Loans..................................................18
Section 2.6. Requests for Syndicated Loans.................................................18
Section 2.7. Election of Eurodollar Rate; Notice of Election; Interest Periods; Minimum
Amounts.....................................................................................19
Section 2.8. Funds for Syndicated Loans....................................................20
Section 2.9. Maturity of the Revolving Credit Loans and Reimbursement
Obligations.................................................................................20
Section 2.10. Request for Extension of Revolving Credit Maturity Date......................20
Section 2.11. Prepayments or Repayments of Revolving Credit Loans..........................21
Section 2.12. Swing Line Loans; Settlements................................................22
Section 3. LETTERS OF CREDIT........................................................................23
Section 3.1. Letter of Credit Commitments..................................................23
Section 3.2. Reimbursement Obligation of the Borrower......................................24
Section 3.3. Obligations Absolute..........................................................24
Section 3.4. Reliance by the Issuing Banks.................................................25
Section 3.5. Notice Regarding Letters of Credit............................................25
Section 3.6. Letter of Credit Fee..........................................................25
Section 4. COMPETITIVE BID LOANS....................................................................25
Section 4.1. The Competitive Bid Option....................................................26
Section 4.2. Competitive Bid Loan Accounts: Competitive Bid Notes..........................26
Section 4.3. Competitive Bid Quote Request; Invitation for Competitive Bid Quotes..........27
Section 4.4. Alternative Manner of Procedure...............................................27
Section 4.5. Submission and Contents of Competitive Bid Quotes.............................28
Section 4.6. Notice to Borrower............................................................29
Section 4.7. Acceptance and Notice by Borrower and Administrative Agent....................29
Section 4.8. Allocation by Administrative Agent............................................30
Section 4.9. Funding of Competitive Bid Loans..............................................30
Section 4.10. Funding Losses...............................................................30
Section 4.11. Repayment of Competitive Bid Loans; Interest.................................30
Section 5. THE TERM LOAN............................................................................31
Section 5.1. Conversion of Revolving Credit Loans; the Term Loan...........................31
Section 5.2. The Term Notes................................................................31
Section 5.3. Repayments of the Term Loan...................................................31
Section 5.4. Optional Prepayment of Term Loan..............................................31
Section 5.5. Interest on Term Loan.........................................................32
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
Section 5.5.1. Notification by Borrower....................................................32
Section 5.5.2. Amounts, etc................................................................32
Section 6. Provisions Relating to All Loans and Letters of Credit...................................32
Section 6.1. Payments......................................................................32
Section 6.2. Computations..................................................................34
Section 6.3. Illegality; Inability to Determine Eurodollar Rate............................34
Section 6.4. Additional Costs, Etc.........................................................34
Section 6.5. Capital Adequacy..............................................................36
Section 6.6. Certificate...................................................................36
Section 6.7. Eurodollar and Competitive Bid Indemnity......................................36
Section 6.8. Interest on Overdue Amounts...................................................37
Section 6.9. Interest Limitation...........................................................37
Section 6.10. Reasonable Efforts to Mitigate...............................................37
Section 6.11. Replacement of Banks.........................................................37
Section 6.12. Advances by Administrative Agent.............................................38
Section 7. REPRESENTATIONS AND WARRANTIES...........................................................39
Section 7.1. Corporate Authority...........................................................39
Section 7.2. Governmental and Other Approvals..............................................39
Section 7.3. Title to Properties; Leases...................................................40
Section 7.4. Financial Statements; Solvency................................................40
Section 7.5. No Material Changes, Etc......................................................40
Section 7.6. Franchises, Patents, Copyrights, Etc..........................................41
Section 7.7. Litigation....................................................................41
Section 7.8. No Materially Adverse Contracts, Etc..........................................41
Section 7.9. Compliance With Other Instruments, Laws, Etc..................................41
Section 7.10. Tax Status...................................................................41
Section 7.11. No Event of Default..........................................................42
Section 7.12. Holding Company and Investment Company Acts..................................42
Section 7.13. Absence of Financing Statements, Etc.........................................42
Section 7.14. Employee Benefit Plans.......................................................42
Section 7.14.1. In General.................................................................42
Section 7.14.2. Terminability of Welfare Plans.............................................43
Section 7.14.3. Guaranteed Pension Plans...................................................43
Section 7.14.4. Multiemployer Plans........................................................43
Section 7.15. Environmental Compliance.....................................................43
Section 7.16. True Copies of Charter and Other Documents...................................45
Section 7.17. Disclosure...................................................................45
Section 7.18. Permits and Governmental Authority...........................................45
Section 7.19. Year 2000 Compliance.........................................................45
Section 7.20. Use of Proceeds. ...........................................................46
Section 8. AFFIRMATIVE COVENANTS OF THE BORROWER....................................................46
Section 8.1. Punctual Payment..............................................................46
Section 8.2. Maintenance of U.S. Office....................................................46
Section 8.3. Records and Accounts..........................................................46
Section 8.4. Financial Statements, Certificates and Information............................46
Section 8.5. Existence and Conduct of Business.............................................47
</TABLE>

<PAGE> 4
iii

<TABLE>
<S> <C> <C>
Section 8.6. Maintenance of Properties.....................................................48
Section 8.7. Insurance.....................................................................48
Section 8.8. Taxes.........................................................................48
Section 8.9. Inspection of Properties, Books and Contracts.................................49
Section 8.10. Compliance with Laws, Contracts, Licenses and Permits; Maintenance of Material
Licenses and Permits..........................................................49
Section 8.11. Environmental Indemnification.................................................49
Section 8.12. Further Assurances............................................................50
Section 8.13. Notice of Potential Claims or Litigation......................................50
Section 8.14. Notice of Certain Events Concerning Insurance and Environmental Claims........50
Section 8.15. Notice of Default.............................................................51
Section 8.16. Use of Proceeds...............................................................51
Section 8.17. Certain Transactions..........................................................51
Section 9. CERTAIN NEGATIVE COVENANTS OF THE BORROWER...............................................52
Section 9.1. Restrictions on Indebtedness..................................................52
Section 9.2. Restrictions on Liens.........................................................53
Section 9.3. Restrictions on Investments...................................................54
Section 9.4. Mergers, Consolidations, Sales................................................54
Section 9.5. Restricted Distributions and Redemptions......................................56
Section 9.6. Employee Benefit Plans........................................................57
Section 10. FINANCIAL COVENANTS OF THE BORROWER.....................................................58
Section 10.1. Interest Coverage Ratio. ....................................................58
Section 10.2. Total Debt to EBITDA..........................................................58
Section 10.3. Minimum Net Worth.............................................................58
Section 11. CONDITIONS PRECEDENT....................................................................58
Section 11.1. Conditions To Effectiveness...................................................58
Section 11.1.1. Corporate Action.............................................58
Section 11.1.2. Loan Documents, Etc..........................................59
Section 11.1.3. Certified Copies of Charter Documents........................59
Section 11.1.4. Incumbency Certificate.......................................59
Section 11.1.5. Certificates of Insurance....................................59
Section 11.1.6. Opinions of Counsel..........................................59
Section 11.1.7. Satisfactory Financial Condition.............................59
Section 11.1.8. Payment of Amendment Fees....................................59
Section 11.1.9. Amendments to Existing Debt..................................59
Section 12. CONDITIONS TO ALL LOANS.................................................................59
Section 12.1. Representations True..........................................................60
Section 12.2. Performance; No Event of Default..............................................60
Section 12.3. No Legal Impediment...........................................................60
Section 12.4. Governmental Regulation.......................................................60
Section 12.5. Proceedings and Documents.....................................................60
Section 13. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT..............................61
Section 13.1. Events of Default and Acceleration............................................61
Section 13.2. Termination of Commitments....................................................63
</TABLE>

<PAGE> 5
iv

<TABLE>
<S> <C> <C>
Section 13.3. Remedies......................................................................63
Section 14. SETOFF..................................................................................64
Section 15. EXPENSES................................................................................64
Section 16. THE AGENTS..............................................................................64
Section 16.1. Appointment, Powers and Immunities...........................................64
Section 16.2. Actions By Administrative Agent..............................................65
Section 16.3. Indemnification..............................................................65
Section 16.4. Reimbursement................................................................65
Section 16.5. Documents....................................................................66
Section 16.6. Non-Reliance on Administrative Agent and Other Banks.........................66
Section 16.7. Resignation of Administrative Agent..........................................67
Section 16.8. Action by the Banks, Consents, Amendments, Waivers, Etc......................67
Section 17. INDEMNIFICATION.........................................................................67
Section 18. WITHHOLDING TAXES.......................................................................68
Section 19. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION...........................................70
Section 19.1. Sharing of Information with Section 20 Subsidiary............................70
Section 19.2. Confidentiality..............................................................70
Section 19.3. Prior Notification...........................................................70
Section 19.4. Other........................................................................71
Section 20. SURVIVAL OF COVENANTS, ETC..............................................................71
Section 21. ASSIGNMENT AND PARTICIPATION............................................................71
Section 22. PARTIES IN INTEREST.....................................................................72
Section 23. NOTICES, ETC............................................................................72
Section 24. MISCELLANEOUS...........................................................................73
Section 25. CONSENTS, ETC...........................................................................73
Section 26. WAIVER OF JURY TRIAL....................................................................74
Section 27. GOVERNING LAW; SUBMISSION TO JURISDICTION...............................................74
Section 28. SEVERABILITY............................................................................74
Section 29. GUARANTY................................................................................74
Section 29.1. Guaranty.....................................................................75
Section 29.2. Guaranty Absolute............................................................75
Section 29.3. Effectiveness; Enforcement...................................................75
Section 29.4. Waiver.......................................................................76
Section 29.5. Expenses.....................................................................76
Section 29.6. Concerning Joint and Several Liability of the Guarantor......................76
Section 29.7. Waiver.......................................................................78
Section 29.8. Subrogation; Subordination...................................................78
Section 30. Pari Passu treatment....................................................................79
Section 31. TRANSITIONAL ARRANGEMENTS...............................................................79
Section 32. FINAL AGREEMENT.........................................................................79
</TABLE>

Exhibits

Exhibit A Form of Syndicated Note
Exhibit B Form of Swing Line Note
Exhibit C Form of Competitive Bid Note
<PAGE> 6

-v-

Exhibit D Form of Syndicated Loan Request
Exhibit E Form of Letter of Credit Request
Exhibit F Form of Compliance Certificate
Exhibit G Form of Assignment and Acceptance
Exhibit H Form of Competitive Bid Quote Request
Exhibit I Form of Invitation for Competitive Bid Quotes
Exhibit J Form of Competitive Bid Quote
Exhibit K Form of Notice of Acceptance/Rejection of
Competitive Bid Quote(s)
Exhibit L Form of Term Note
Exhibit M Form of Net Cash Proceeds Certificate

Schedules

Schedule 1 Banks; Commitment Percentages
Schedule 1.1(a) Domestic Strategic Dispositions
Schedule 1.1(b) European Strategic Dispositions
Schedule 3.1(a) Existing Letters of Credit
Schedule 7.7 Litigation
Schedule 7.15 Environmental Compliance
Schedule 9.1(e) Guarantor Indebtedness
Schedule 9.2(a) Existing Liens

<PAGE> 7
BD DRAFT
12/15/99

AMENDED AND RESTATED LOAN AGREEMENT

This AMENDED AND RESTATED LOAN AGREEMENT is made as of the 15th day of
December, l999, by and among WASTE MANAGEMENT, INC., a Delaware corporation
having its chief executive office at 1001 Fannin Street, Suite 4000, Houston,
Texas 77002 (the "Borrower"), the Guarantor, and BANKBOSTON, N.A., a national
banking association having its principal place of business at 100 Federal
Street, Boston, MA 02110 ("BKB"), BANK OF AMERICA, N.A., a national banking
association having a place of business at 231 South LaSalle Street Chicago, IL
60697 ("BOA"), CHASE BANK OF TEXAS, N.A., a national banking association having
its principal place of business at 707 Travis Street, Houston, TX 77002
("Chase"), DEUTSCHE BANK AG, NEW YORK BRANCH, the duly licensed New York branch
of a German corporation having its principal place of business at 31 West 52nd
Street, New York, NY 10019 ("Deutsche"), and each of the other financial
institutions party hereto (collectively, the "Banks"), and BKB as administrative
agent (the "Administrative Agent"), Banc of America Securities LLC and Chase
Securities Inc. as joint lead arrangers and joint book managers (the "Joint Lead
Arrangers and Joint Book Managers"), BOA and Chase Securities Inc. as
syndication agents (the "Syndication Agents") and Deutsche as documentation
agent (the "Documentation Agent", and together with the Administrative Agent,
the Joint Lead Arrangers and Joint Book Managers and the Syndication Agents, the
"Agents").

WHEREAS, the Borrower, the Guarantor, BKB, BOA, Chase, Deutsche,
certain of the Banks, BKB as administrative agent thereunder, Banc of America
Securities LLC and Chase Securities Inc. as lead arrangers and book managers
thereunder, BOA and Chase Securities Inc. as syndication agents thereunder and
Deutsche as documentation agent thereunder (collectively, the "Original
Parties"), are party to that certain Loan Agreement dated as of July 13, 1999,
by and among the Original Parties (the "Prior Loan Agreement"); and

WHEREAS, the Borrower has requested changes in certain terms and the
pricing of the Prior Loan Agreement;

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

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

SECTION 1.1. DEFINITIONS. The following terms shall have the meanings
set forth in this Section 1 or elsewhere in the provisions of this Agreement
referred to below:

Absolute Competitive Bid Loan(s). See Section 4.3(a).

<PAGE> 8

Accountants. See Section 8.4(a).

Administrative Agent. See Preamble.

Affected Bank. See Section 6.11.

Agents. See Preamble.

Agreement. This Amended and Restated Loan Agreement, including the
Schedules and Exhibits hereto, as from time to time amended and supplemented in
accordance with the terms hereof.

Allied Waste Transactions. The series of transactions, which have been
designed to be substantially cash neutral in the aggregate, to be entered into
among Allied Waste Services, Inc. ("Allied"), the Company, and certain of their
respective affiliates, pursuant to which, among other things, (i) the Company
through its affiliates will purchase from Allied and its affiliates all of the
outstanding capital stock of Browning-Ferris Industries Limited ("BFIL") which
owns certain solid waste operations in Canada (the "Canadian Operations"), and
(ii) Allied through its affiliates will acquire from the Company and its
affiliates certain solid waste operations in the United States (the "US
Operations"); and including, in each case, such divestitures of Canadian
Operations and US Operations as may be required by applicable governmental
authorities in connection with their review of such transactions for their
potential antitrust and competitive effects.

Applicable Canadian Pension Legislation. At any time, any pension or
retirement benefits legislation (be it federal, provincial, territorial, or
otherwise) then applicable to any of the Canadian Subsidiaries, including the
Pension Benefits Act (Ontario), the Income Tax Act (Canada), and all regulations
made thereunder.

Applicable Eurodollar Rate. The applicable rate per annum of interest
on the Eurodollar Loans as set forth in the Pricing Table.

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

Applicable L/C Rate. The applicable rate per annum on the Maximum
Drawing Amount as set forth in the Pricing Table.

Applicable Requirements. See Section 8.10.

Applicable Swing Line Rate. The annual rate of interest agreed upon
from time to time by BKB and the Borrower with respect to Swing Line Loans.

Assignment and Acceptance. See Section 21.

Availability. As of any date of determination, the aggregate amount of
unused commitments of the lenders party to this Agreement and the Revolving
Credit Facility as of such date.

<PAGE> 9

Balance Sheet Date. December 31, 1998.

Banks. See Preamble.

Base Rate. The higher of (a) the annual rate of interest announced from
time to time by the Administrative Agent at its Head Office as its base rate (it
being understood that such rate is a reference rate and not necessarily the
lowest rate of interest charged by the Administrative Agent), or (b) one percent
(1%) above the Overnight Federal Funds Effective Rate.

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

BKB. See Preamble.

BOA. See Preamble.

Borrower. See Preamble.

Business Day. Any day, other than a Saturday, Sunday or any day on
which banking institutions in Boston, Massachusetts and New York, New York are
authorized by law to close, and, when used in connection with a Eurodollar Loan,
a Eurodollar Business Day.

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

CERCLA. See Section 7.15(a).

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

CFO or the CAO. See Section 8.4(b).

Chase. See Preamble.

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

Commitment. With respect to each Bank, such Bank's commitment to make
Syndicated Loans to, and to participate in the issuance, extension and renewal
of Letters of Credit for the account of, the Borrower, determined by multiplying
such Bank's Commitment Percentage by the Total Commitment.

Commitment Percentage. With respect to each Bank, the percentage
initially set forth next to such Bank's name on Schedule 1 hereto, as the same
may be adjusted in accordance with Section 21.

<PAGE> 10

Competitive Bid Loan(s). A borrowing hereunder consisting of one or
more loans made by any of the participating Banks whose offer to make a
Competitive Bid Loan as part of such borrowing has been accepted by the Borrower
under the auction bidding procedure described in Section 4 hereof.

Competitive Bid Loan Accounts. See Section 4.2(a).

Competitive Bid Margin. See Section 4.5(b)(iv).

Competitive Bid Notes. See Section 4.2(b).

Competitive Bid Quote. An offer by a Bank to make a Competitive Bid
Loan in accordance with Section 4.5 hereof.

Competitive Bid Quote Request. See Section 4.3.

Competitive Bid Rate. See Section 4.5(b)(v).

Compliance Certificate. See Section 8.4(c).

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

Consolidated Earnings Before Interest and Taxes, or EBIT. For any
period, the Consolidated Net Income (or Deficit) of the Borrower and its
Subsidiaries on a consolidated basis plus the sum of (1) interest expense, (2)
income taxes, and (3) $1,762,517,000 in charges, taken as a special charge in
respect of the Borrower's internal review in the fiscal quarter ending September
30, 1999, to the extent that each of items (1) through (3) was deducted, without
duplication, in determining Consolidated Net Income (or Deficit) in the relevant
period.

Consolidated Earnings Before Interest, Taxes, Depreciation and
Amortization or EBITDA. For any period, EBIT plus (a) depreciation expense, and
(b) amortization expense to the extent the same would be included in the
calculation of Consolidated Net Income (or Deficit) for such period, determined
in accordance with GAAP.

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

Consolidated Net Worth. The sum of the par value of the capital stock
(excluding treasury stock), capital in excess of par or stated value of shares
of capital stock, retained earnings (minus accumulated deficit) and any other
account which, in accordance with GAAP, constitute stockholders' equity, of the
Borrower and its Subsidiaries determined on a consolidated basis, excluding any
effect of foreign currency transaction computed pursuant to Financial Accounting
Standards Board Statement No. 52, as amended, supplemented or modified from time
to time, or otherwise in accordance with GAAP.

<PAGE> 11

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

(a) the total book value of all assets of the Borrower and its
Subsidiaries properly classified as intangible assets under generally
accepted accounting principles, including such items as goodwill, the
purchase price of acquired assets in excess of the fair market value
thereof, trademarks, trade names, service marks, customer lists, brand
names, copyrights, patents and licenses, and rights with respect to the
foregoing; plus

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

Consolidated Total Assets. All assets of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

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

Defaulting Bank. See Section 6.11.

Defaults. See Section 13.1.

Deutsche. See Preamble.

Disclosure Documents. The Borrower's financial statements referred to
in Section 7.4 and filings made by the Borrower or Guarantor with the Securities
and Exchange Commission that were publicly available prior to the Effective Date
which were provided to the Banks.

Disposal. See "Release".

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

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

Dome. Dome Merger Subsidiary, Inc., a Delaware corporation and wholly
owned Subsidiary of Borrower.

<PAGE> 12

Domestic Strategic Dispositions. Any sale or other disposition of core
and non-core assets owned by the Borrower and its Subsidiaries formed under the
laws of the United States or any State thereof as more particularly described in
Schedule 1.1(a), as such Schedule 1.1(a) may be added to from time to time by
the Borrower with the approval of the Administrative Agent.

Drawdown Date. The date on which any Loan is made or is to be made, or
any amount is paid by the Issuing Bank under a Letter of Credit.

EBIT. See definition of Consolidated Earnings Before Interest and
Taxes.

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

Effective Date. The date on which the conditions precedent set forth in
Section 11.1 hereof are satisfied and the Majority Banks consent to this
Agreement.

Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3(3) of ERISA or Applicable Canadian Pension Legislation maintained or
contributed to by the Borrower, any of its Subsidiaries, or any ERISA Affiliate,
other than a Multiemployer Plan.

Environmental Laws. See Section 7.15(a).

EPA. See Section 7.15(b).

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

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

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

Eurocurrency Reserve Rate. For any day with respect to a Eurodollar
Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

Eurodollar Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Administrative Agent
in its sole discretion acting in good faith.

<PAGE> 13

Eurodollar Lending Office. Initially, the office of each Bank set forth
in the administrative materials provided to the Administrative Agent;
thereafter, upon notice to the Administrative Agent, such other office of such
Bank that shall be making or maintaining Eurodollar Loans.

Eurodollar Loans. Syndicated Loans bearing interest calculated by
reference to the Eurodollar Rate.

Eurodollar Rate. For any Interest Period with respect to a Eurodollar
Loan, the rate of interest equal to (i) the arithmetic average of the rates per
annum for each Reference Bank at which such Reference Bank's Eurodollar Lending
Office is offered Dollar deposits at approximately 10:00 a.m. (New York time)
two (2) Eurodollar Business Days prior to the beginning of such Interest Period
in the interbank eurodollar market where the eurodollar operations of such
Eurodollar Lending Office are customarily conducted, for delivery on the first
day of such Interest Period for the number of days comprised therein and in an
amount comparable to the amount of the Eurodollar Rate Loan of such Reference
Bank to which such Interest Period applies, divided by (ii) a number equal to
1.00 minus the Eurocurrency Reserve Rate, if applicable (rounded upwards to the
nearest 1/16 of one percent).

European Credit Facilities. That certain Credit Agreement dated
November 26, 1998, providing for borrowings by Waste Management International
("International") and other foreign Subsidiaries of the Borrower, guaranteed by
the Borrower, in the amount of Euro 167,000,000, as amended; and that certain
Credit Agreement dated November 26, 1998, providing for borrowings by
International and other foreign subsidiaries, guaranteed by the Borrower, in the
amount of Euro 30,000,000, as amended.

European Strategic Dispositions. Any sale or other disposition of core
and non-core assets owned by any Subsidiary of the Borrower not formed under the
laws of the United States or any State thereof as more particularly described in
Schedule 1.1(b), as such Schedule 1.1(b) may be added to from time to time by
the Borrower with the approval of the Administrative Agent.

Events of Default. See Section 13.1.

Existing Domestic Bank Debt. The amount of Indebtedness outstanding
under this Agreement and the Revolving Credit Facility from time to time.

Facility Fee. See Section 2.2.

generally accepted accounting principles or GAAP. (i) When used in
Section 10, whether directly or indirectly through reference to a capitalized
term used therein, means (A) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(B) to the extent consistent with such principles, the accounting practice of
the Borrower reflected in its financial statements for the year ended on the
Balance Sheet Date, and (ii) when used in general, other than as provided above,
means principles that are (A) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its

<PAGE> 14

predecessors, as in effect from time to time, and (B) consistently applied with
past financial statements of the Borrower adopting the same principles, provided
that in each case referred to in this definition of "generally accepted
accounting principles" a certified public accountant would, insofar as the use
of such accounting principles is pertinent, be in a position to deliver an
unqualified opinion (other than a qualification regarding changes in generally
accepted accounting principles) as to financial statements in which such
principles have been properly applied.

Guaranteed Obligations. See Section 29.1.

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

Guarantor. Waste Management Holdings, Inc., a wholly owned Subsidiary
of the Borrower.

Hazardous Substances. See Section 7.15(b).

Head Office. The Administrative Agent's head office located in Boston,
Massachusetts, or at such other location as the Administrative Agent may
designate from time to time.

Indebtedness. Collectively without duplication, whether classified as
Indebtedness, an Investment or otherwise on the obligor's balance sheet, (a) all
indebtedness for borrowed money, (b) all obligations for the deferred purchase
price of property or services (other than trade payables not overdue by more
than ninety (90) days incurred in the ordinary course of business), (c) all
obligations evidenced by notes, bonds, debentures or other similar debt
instruments, (d) all obligations created or arising under any conditional sale
or other title retention agreement with respect to property acquired (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all obligations, liabilities and indebtedness under Capitalized Leases, (f) all
obligations, liabilities or indebtedness (contingent or otherwise) under surety,
performance bonds or any other bonding arrangements, (g) all Indebtedness of
others referred to in clauses (a) through (f) above which is guaranteed, or in
effect guaranteed, directly or indirectly in any manner, including through an
agreement (A) to pay or purchase such Indebtedness or to advance or supply funds
for the payment or purchase of such Indebtedness, (B) to purchase, sell or lease
(as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling any Person to make payment of such Indebtedness or to
assure the holder of such Indebtedness against loss, (C) to supply funds to or
in any other manner invest in any Person (including any agreement to pay for
property or services irrespective of whether such property is received or such
services are rendered) or (D) otherwise to assure any Person against loss, and
(h) all Indebtedness referred to in clauses (a) through (g) above secured or
supported by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured or supported by) any lien or
encumbrance on (or other right of recourse to or against) property (including,
without limitation, accounts and contract rights), even though the owner of the
property has not assumed or become liable, contractually or otherwise, for the
payment of such

<PAGE> 15

Indebtedness; provided that if a Permitted Receivables Transaction is
outstanding and is accounted for as a sale of accounts receivable under
generally accepted accounting principles, Indebtedness determined as aforesaid
shall be adjusted to include the additional Indebtedness, determined on a
consolidated basis, which would have been outstanding had such Permitted
Receivables Transaction been accounted for as a borrowing. The sum of all such
Indebtedness of the Borrower and its Subsidiaries on a consolidated basis under
(a) through (h) above shall be referred to as "Total Debt"; provided, however,
that Indebtedness under (f) above shall be included in such calculation only to
the extent that a surety has been called upon to make payment on a bond.

Ineligible Securities. Securities which may not be underwritten or
dealt in by member banks of the Federal Reserve System under Section 16 of the
Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

Interest Period. With respect to each Loan (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of one
of the periods set forth below, as selected by the Borrower in accordance with
this Agreement (i) for any Base Rate Loan or Swing Line Loan, the first day of
the month; (ii) for any Eurodollar Loan, 1, 2, 3, or 6 months; (iii) for any
Absolute Competitive Bid Loan, from 7 through 180 days; and (iv) for any LIBOR
Competitive Bid Loan, 1, 2, 3, 4, 5, or 6 months; and (b) thereafter, each
period commencing on the last day of the next preceding Interest Period
applicable to such Loan and ending on the last day of one of the periods set
forth above, as selected by the Borrower in accordance with this Agreement or if
such period has no numerically corresponding day, on the last Business Day of
such period; provided that any Interest Period which would otherwise end on a
day which is not a Business Day shall be deemed to end on the next succeeding
Business Day; provided further that for any Interest Period for any Eurodollar
Loan or LIBOR Competitive Bid Loan, if such next succeeding Business Day falls
in the next succeeding calendar month, such Interest Period shall be deemed to
end on the next preceding Business Day; and provided further that no Interest
Period shall extend beyond the Revolving Credit Maturity Date or Term Loan
Maturity Date, as applicable.

Interim Balance Sheet Date. September 30, 1999.

Investments. All expenditures made by a Person and all liabilities
incurred (contingently or otherwise) by a Person for the acquisition of stock
(other than the stock of wholly owned Subsidiaries), pre-payments for use of
landfill air space in excess of usual and customary industry practice, or
Indebtedness of, or for loans, advances, capital contributions or transfers of
property to, or in respect of any guaranties or other commitments as described
under Indebtedness, or obligations of, any other Person, including without
limitation, the funding of any captive insurance company (other than loans,
advances, capital contributions or transfers of property to any wholly owned
Subsidiaries or guaranties with respect to Indebtedness of wholly owned
Subsidiaries). In determining the aggregate amount of Investments outstanding at
any particular time: (a) the amount of any Investment represented by a guaranty
shall be taken at not less than the principal amount of the obligations
guaranteed and still outstanding; (b) there shall be included as an Investment
all interest accrued with respect to Indebtedness constituting an Investment
unless and until such interest is paid; (c) there shall be deducted in respect
of each

<PAGE> 16

such Investment any amount received as a return of capital (but only by
repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution); (d) there shall not be deducted in respect of any
Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as
provided in the foregoing clause (b) may be deducted when paid; and (e) there
shall not be deducted from the aggregate amount of Investments any decrease in
the value thereof.

Issuance Fee. See Section 3.6.

Issuing Banks. The Bank(s) issuing Letters of Credit, which shall be
(a) BKB, BOA and Chase, and (b) such other Banks as agreed to by the Borrower
and the Administrative Agent; and (c) the Transitional Issuing Banks.

Letter of Credit Applications. Letter of credit applications in such
form as may be agreed upon by the Borrower and the Issuing Bank from time to
time which are entered into pursuant to Section 3 hereof, as such Letter of
Credit Applications are amended, varied or supplemented from time to time;
provided, however, in the event of any conflict or inconsistency between the
terms of any Letter of Credit Application and this Agreement, the terms of this
Agreement shall control.

Letter of Credit Fee. See Section 3.6.

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

Letters of Credit. Standby or direct-pay letters of credit issued or to
be issued by the Issuing Banks under Section 3 hereof for the account of the
Borrower.

LIBOR Competitive Bid Loan(s). See Section 4.3(a).

LIBOR Rate. For any Interest Period with respect to a LIBOR Competitive
Bid Loan, (a) the rate of interest equal to the rate determined by the
Administrative Agent at which Dollar deposits for such Interest Period are
offered based on information presented on Telerate Page 3750 as of 11:00 a.m.
(London time) two (2) Eurodollar Business Days prior to the first day of such
Interest Period, or (b) if such rate is not shown at such place, the rate of
interest equal to (i) the arithmetic average of the rates per annum for each
Reference Bank at which such Reference Bank's Eurodollar Lending Office is
offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning
of such Interest Period in the interbank eurodollar market where the eurodollar
operations of such Eurodollar Lending Office are customarily conducted, for
delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of the Eurodollar
Loan of such Reference Bank to which such Interest Period applies, divided by
(ii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable
(rounded upwards to the nearest 1/16 of one percent).

Loan Documents. This Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit, and any documents, instruments or
agreements executed in connection with any of the foregoing, each as amended,
modified, supplemented, or replaced from time to time.

<PAGE> 17

Loans. Collectively, the Syndicated Loans, the Swing Line Loans, the
Competitive Bid Loans and the Term Loan.

Majority Banks. The Banks with fifty-one percent (51%) of the Total
Commitment; provided that in the event that the Total Commitment has been
terminated, the Majority Banks shall be the Banks holding fifty-one percent
(51%) of the aggregate outstanding principal amount of the Obligations on such
date.

Material Subsidiary. Any Subsidiary which, at the time such
determination is made, (a) has assets, revenues, or liabilities equal to at
least $20,000,000, or (b) is the holder of or the applicant for a permit to
operate a solid waste facility pursuant to RCRA or any analogous state law.

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

MGT. Morgan Guaranty Trust Company of New York.

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

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

Net Cash Proceeds. With respect to any sale of any assets of the
Borrower or any of its Subsidiaries, the gross cash consideration received by
the Borrower or any of its Subsidiaries, net of (a) commissions, direct sales
costs, normal closing costs and adjustments, (b) the amount used to repay any
Indebtedness secured by such assets, (c) any amount which by the terms of such
sale, or by applicable law must be repaid out of the proceeds of such asset
sale, (d) all amounts to be provided by the seller as a reserve, in accordance
with GAAP, or retained in escrow with respect to any liabilities associated with
the assets disposed of in such asset sale, (e) income taxes attributable to such
sale, and (f) professional fees and expenses incurred directly or payable in
connection therewith; provided that if any consideration which would otherwise
constitute "Net Cash Proceeds" is required to be held in escrow pending
determination of whether a purchase price adjustment will be made, such escrow
amount shall become "Net Cash Proceeds" only at such time as it is released from
escrow. For purposes of determining the amount of Net Cash Proceeds associated
with any asset sale which is in a currency other than U.S. Dollars, the Borrower
shall, for purposes of Sections 9.4 and 9.5, calculate an equivalent amount of
such Net Cash Proceeds in U.S. Dollars by utilizing the conversion rates
published in the Wall Street Journal on the first Business Day of the week
during which such asset sale occurred.

New Lending Office. See Section 6.1(c).

Non-U.S. Bank. See Section 6.1(b).

Notes. Collectively, the Competitive Bid Notes, the Syndicated Notes,
the Swing Line Note and the Term Notes.

<PAGE> 18

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

Original Parties. See Recitals.

Overnight Federal Funds Effective Rate. The overnight federal funds
effective rate as published by the Board of Governors of the Federal Reserve
System, as in effect from time to time, or if such rate is not published, the
average of the quotations at approximately 11:00 a.m. New York time for the day
of such transaction(s), received by the Administrative Agent from three Federal
Funds brokers of recognized standing selected by the Administrative Agent.

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

Permitted Liens. See Section 9.2.

Permitted Receivables Transaction. Any sale or sales of, and/or
securitization of, any accounts receivable of the Borrower and/or any of its
Subsidiaries (the "Receivables") pursuant to which (a) the Borrower and its
Subsidiaries realize aggregate net proceeds of not more than $500,000,000 at any
one time outstanding, including, without limitation, any revolving purchase(s)
of Receivables where the maximum aggregate uncollected purchase price (exclusive
of any deferred purchase price) for such Receivables at any time outstanding
does not exceed $500,000,000, and (b) which Receivables shall not be discounted
more than 25%.

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

<PAGE> 19

Pricing Table:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
APPLICABLE
SENIOR PUBLIC APPLICABLE APPLICABLE EURODOLLAR
LEVEL DEBT RATING FACILITY RATE L/C RATE RATE
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 (Greater than or equal to BBB by 0.2000% 1.0500% Eurodollar Rate
Standard & Poor's and greater than per annum per annum plus 1.0500%
or equal to Ba2 by Moody's) or per annum
(greater than or equal to BBB- by
Standard & Poor's and greater than
or equal to Ba1 by Moody's)
--------------------------------------------------------------------------------------------------------------
2 BBB- by Standard & Poor's and Ba2 by 0.2500% 1.2500% Eurodollar Rate
Moody's per annum per annum plus 1.2500%
per annum
--------------------------------------------------------------------------------------------------------------
3 (BB+ by Standard & Poor's and Ba1 or 0.2500% 1.5000% Eurodollar Rate
Ba2 by Moody's) or (BB by Standard & per annum per annum plus 1.5000%
Poor's and Ba1 by Moody's) per annum
--------------------------------------------------------------------------------------------------------------
4 BB by Standard & Poor's and Ba2 by 0.3000% 1.7000% Eurodollar Rate
Moody's per annum per annum plus 1.7000%
per annum
--------------------------------------------------------------------------------------------------------------
5 (Less than BB by Standard & Poor's 0.3750% 1.8750% Eurodollar Rate
or Ba2 by Moody's) or (Unrated by per annum per annum plus 1.8750%
Standard & Poor's and Moody's) per annum
--------------------------------------------------------------------------------------------------------------
</TABLE>

The applicable rates charged for any day shall be determined by the Senior
Public Debt Rating in effect as of that day.

Prior Loan Agreement. See Preamble.

RCRA. See Section 7.15(a).

Real Property. All real property heretofore, now, or hereafter owned,
operated, or leased by the Borrower or any of its Subsidiaries.

<PAGE> 20

Reference Banks. BKB, BOA, and Deutsche.

Regulatory Disposition. The disposition of any assets of the Borrower
and its Subsidiaries required under antitrust laws in connection with the WMI
Merger.

Reimbursement Obligation. The Borrower's obligation to reimburse the
applicable Issuing Bank and the Banks on account of any drawing under any Letter
of Credit, all as provided in Section 3.2.

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

Replacement Bank. See Section 6.11.

Replacement Notice. See Section 6.11.

Revolving Credit Facility. That certain Third Amended and Restated
Revolving Credit Agreement dated as of December 15, 1999 by and among the
Borrower, Sanifill, the Guarantor, BOA, MGT and the other banks party thereto,
and MGT as administrative and documentation agent thereunder, as amended from
time to time.

Revolving Credit Loans. Collectively, the Syndicated Loans, the Swing
Line Loans and the Competitive Bid Loans.

Revolving Credit Maturity Date. July 10, 2000, as the same may be
extended in the sole discretion of the Banks pursuant to Section 2.10 hereof.

Revolving Credit Notes. Collectively, the Competitive Bid Notes, the
Syndicated Notes and the Swing Line Note.

Sanifill. Sanifill, Inc., a Delaware corporation having its chief
executive office at 1001 Fannin Street, Suite 4000, Houston, Texas 77002.

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

Senior Public Debt Rating. The ratings of the Borrower's public
unsecured long-term senior debt, without third party credit enhancement, issued
by Moody's and Standard & Poor's.

<PAGE> 21

Standard & Poor's. Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc.

Strategic Dispositions. Domestic Strategic Dispositions and European
Strategic Dispositions.

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

Swing Line Loans. See Section 2.12(a).

Swing Line Note. See Section 2.12(a).

Swing Line Settlement. The making or receiving of payments, in
immediately available funds, by the Banks to or from the Administrative Agent in
accordance with Section 2.12 hereof to the extent necessary to cause each Bank's
actual share of the outstanding amount of the Syndicated Loans to be equal to
such Bank's Commitment Percentage of the outstanding amount of such Syndicated
Loans, in any case when, prior to such action, the actual share is not so equal.

Swing Line Settlement Amount. See Section 2.12(b).

Swing Line Settlement Date. See Section 2.12(b).

Swing Line Settling Bank. See Section 2.12(b).

Syndicated Loan Request. See Section 2.6(a).

Syndicated Loans. A borrowing hereunder consisting of one or more loans
made by the Banks to the Borrower under the procedure described in Section
2.1(a) and Section 2.12 hereof.

Syndicated Notes. See Section 2.4(a).

Term Loan. The term loan made or to be made by the Banks to the
Borrower on the Revolving Credit Maturity Date as contemplated by Section 5.

Term Loan Maturity Date. The date 364 days after the Revolving Credit
Maturity Date.

Term Notes. See Section 5.1.

Terminated Plans. The Waste Management, Inc. Pension Plan and The Waste
Management of Alameda County, Inc. Retirement Plan.

Total Commitment. $3,000,000,000, as such amount may be reduced
pursuant to Section 2.3 hereof, or, if such Total Commitment has been terminated
pursuant to Section 2.3 or Section 13.2 hereof, zero.
<PAGE> 22

Transitional Issuing Banks. Bank One, Texas, N.A., First Union National
Bank, and Mellon Bank, N.A.

WMI Merger. The merger of Dome into the Guarantor pursuant to the WMI
Merger Agreement, on or about July 16, 1998, with the Guarantor having become
the surviving corporation and having become a wholly owned subsidiary of the
Borrower and with the Guarantor having changed its name to Waste Management
Holdings, Inc.

WMI Merger Agreement. The Agreement and Plan of Merger, dated as of
March 10, 1998, among the Borrower, Dome and the Guarantor.

Year 2000 Compliant. See Section 7.19.

SECTION 1.2. RULES OF INTERPRETATION.

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

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

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

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

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

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

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

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

<PAGE> 23

SECTION 2. THE SYNDICATED LOAN FACILITIES.

SECTION 2.1. COMMITMENT TO LEND.

(a) Subject to the terms and conditions set forth in this
Agreement, each of the Banks severally agrees to lend to the Borrower
and the Borrower may borrow, repay, and reborrow from time to time
between the Effective Date and the Revolving Credit Maturity Date, upon
notice by the Borrower to the Administrative Agent given in accordance
with this Section 2, its Commitment Percentage of the Syndicated Loans
as are requested by the Borrower; provided that the sum of the
outstanding principal amount of the Syndicated Loans (including the
Swing Line Loans) and the Maximum Drawing Amount of outstanding Letters
of Credit shall not exceed the Total Commitment minus the aggregate
amount of Competitive Bid Loans outstanding at such time.

(b) Each request for a Loan or Letter of Credit hereunder
shall constitute a representation and warranty by the Borrower that the
conditions set forth in Section 11 and Section 12, as the case may be,
have been satisfied on the date of such request. Any unpaid
Reimbursement Obligation shall be a Base Rate Loan, as set forth in
Section 3.2(a).

SECTION 2.2. FACILITY FEE. The Borrower agrees to pay to the
Administrative Agent for the account of the Banks a fee (the "Facility Fee") on
the Total Commitment equal to the Applicable Facility Rate multiplied by the
Total Commitment, provided that in the event that the Borrower exercises its
option under Section 5 to convert the outstanding Revolving Credit Loans into a
Term Loan, the Facility Fee will be equal to the aggregate principal amount of
the Term Loan multiplied by the Applicable Facility Rate. The Facility Fee shall
be payable for the period from and after the Effective Date quarterly in arrears
on the first day of each calendar quarter for the immediately preceding calendar
quarter with the first such payment commencing on January 1, 2000 and with a
final payment on the Revolving Credit Maturity Date (or on the date of
termination in full of the Total Commitment, if earlier), provided that in the
event the Borrower opts to convert its outstanding Revolving Credit Loans into a
Term Loan, the final payment shall be on the Term Loan Maturity Date (or on the
date the Term Loan is paid in full, if earlier). The Facility Fee shall be
distributed pro rata among the Banks in accordance with each Bank's Commitment
Percentage (as determined prior to the date the Borrower converts the
outstanding Revolving Credit Loans into a Term Loan, with respect to the
Facility Fee payable on the Term Loan).

SECTION 2.3. REDUCTION OF TOTAL COMMITMENT.

(a) The Borrower shall have the right at any time and from
time to time upon three (3) Business Days' prior written notice to the
Administrative Agent to reduce by $25,000,000 or a greater amount or
terminate entirely, the Total Commitment, whereupon each Bank's
Commitment shall be reduced pro rata in accordance with such Bank's
Commitment Percentage of the amount specified in such notice or, as the
case may be, terminated provided that at no time may (i) the Total
Commitment be reduced to an amount less than the sum of (A) the Maximum
Drawing Amount of all Letters of Credit, and (B) all Revolving Credit
Loans then outstanding.

(b) The Total Commitment shall be automatically reduced as
required pursuant to Sections 9.4(c) and (d), whereupon each Bank's
Commitment shall be reduced pro rata in accordance with such Bank's
Commitment Percentage of the amount terminated.

<PAGE> 24

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

(d) The Administrative Agent will notify the Banks promptly
after receiving any notice delivered by the Borrower pursuant to this
Section 2.3 and will distribute to each Bank a revised Schedule 1 to
this Agreement.

SECTION 2.4. THE SYNDICATED NOTES.

(a) The Syndicated Loans shall be evidenced by separate
promissory notes of the Borrower in substantially the form of Exhibit A
hereto (each, a "Syndicated Note"), dated as of the Effective Date (or
such later date at which a Bank becomes a party hereto pursuant to
Section 21) and completed with appropriate insertions. One Syndicated
Note shall be payable to the order of each Bank in an amount equal to
its maximum Commitment, and shall represent the obligation of the
Borrower to pay such Bank such principal amount or, if less, the
outstanding principal amount of all Syndicated Loans made by such Bank,
plus interest accrued thereon, as set forth herein.

(b) The Borrower irrevocably authorizes each Bank to make, or
cause to be made, in connection with a Drawdown Date of any Syndicated
Loan and at the time of receipt of any payment of principal on its
Syndicated Note, an appropriate notation on such Bank's records or on
the schedule attached to such Bank's Syndicated Note or a continuation
of such schedule attached thereto reflecting the making of such Loan,
or the receipt of such payment (as the case may be) and each Bank may,
prior to any transfer of its Syndicated Note endorse on the reverse
side thereof the outstanding principal amount of such Loans evidenced
thereby. The outstanding amount of the Syndicated Loans set forth on
such Bank's records shall be prima facie evidence of the principal
amount thereof owing and unpaid to such Bank, but the failure to
record, or any error in so recording, any such amount shall not limit
or otherwise affect the obligations of the Borrower hereunder or under
such Notes to make payments of principal of or interest on any such
Notes when due.

SECTION 2.5. INTEREST ON SYNDICATED LOANS.

(a) The outstanding principal amount of the Syndicated Loans
shall bear interest at the rate per annum equal to (i) the Base Rate on
Base Rate Loans, (ii) the Applicable Eurodollar Rate on Eurodollar
Loans and (iii) the Applicable Swing Line Rate on Swing Line Loans.

(b) Interest shall be payable (i) monthly in arrears on the
first Business Day of each month, with the first such payment
commencing January 1, 2000, on Base Rate Loans, (ii) on the last day of
the applicable Interest Period, and if such Interest Period is longer
than three months, also on the last day of each three month period
following the commencement of such Interest Period, on Eurodollar
Loans, and (iii) on the Revolving Credit Maturity Date for all
Revolving Credit Loans.

<PAGE> 25

SECTION 2.6. REQUESTS FOR SYNDICATED LOANS.

(a) The Borrower shall give to the Administrative Agent
written notice in the form of Exhibit D hereto (or telephonic notice
confirmed in writing or a facsimile in the form of Exhibit D hereto) of
each Syndicated Loan requested hereunder (a "Syndicated Loan Request")
not later than (a) 11:00 a.m. (New York time) on the proposed Drawdown
Date of any Base Rate Loan, or (b) 11:00 a.m. (New York time) three (3)
Eurodollar Business Days prior to the proposed Drawdown Date of any
Eurodollar Loan. Each such Syndicated Loan Request shall specify (A)
the principal amount of the Syndicated Loan requested, (B) the proposed
Drawdown Date of such Syndicated Loan, (C) whether such Syndicated Loan
requested is to be a Base Rate Loan or a Eurodollar Loan, and (D) the
Interest Period for such Syndicated Loan, if a Eurodollar Loan. Each
Syndicated Loan requested shall be in a minimum amount of $10,000,000.
Each such Syndicated Loan Request shall reflect the Maximum Drawing
Amount of all Letters of Credit outstanding and the amount of all
Revolving Credit Loans outstanding (including Competitive Bid Loans and
Swing Line Loans). Syndicated Loan Requests made hereunder shall be
irrevocable and binding on the Borrower, and shall obligate the
Borrower to accept the Syndicated Loan requested from the Banks on the
proposed Drawdown Date.

(b) Each of the representations and warranties made by the
Borrower to the Banks or the Administrative Agent in this Agreement or
any other Loan Document shall be true and correct in all material
respects when made and shall, for all purposes of this Agreement, be
deemed to be repeated by the Borrower on and as of the date of the
submission of a Syndicated Loan Request, Competitive Bid Quote Request,
or Letter of Credit Application and on and as of the Drawdown Date of
any Revolving Credit Loan or the date of issuance of any Letter of
Credit (except to the extent (i) of changes resulting from transactions
contemplated or permitted by this Agreement and the other Loan
Documents, (ii) of changes occurring in the ordinary course of business
that singly or in the aggregate are not materially adverse to the
business, assets or financial condition of the Borrower and its
Subsidiaries as a whole, or (iii) that such representations and
warranties expressly relate only to an earlier date).

(c) The Administrative Agent shall promptly notify each Bank
of each Syndicated Loan Request received by the Administrative Agent
(i) on the proposed Drawdown Date of any Base Rate Loan, or (ii) three
(3) Eurodollar Business Days prior to the proposed Drawdown Date of any
Eurodollar Loan.

SECTION 2.7. ELECTION OF EURODOLLAR RATE; NOTICE OF ELECTION; INTEREST
PERIODS; MINIMUM AMOUNTS.

(a) At the Borrower's option, so long as no Default or Event
of Default has occurred and is then continuing, the Borrower may (i)
elect to convert any Base Rate Loan or a portion thereof to a
Eurodollar Loan, (ii) at the time of any Syndicated Loan Request,
specify that such requested Loan shall be a Eurodollar Loan, or (iii)
upon expiration of the applicable Interest Period, elect to maintain an
existing Eurodollar Loan as such, provided that the Borrower give
notice to the Administrative Agent pursuant to

<PAGE> 26

Section 2.7(b) hereof. Upon determining any Eurodollar Rate, the
Administrative Agent shall forthwith provide notice thereof to the
Borrower and the Banks, and each such notice to the Borrower shall be
considered prima facie correct and binding, absent manifest error.

(b) Three (3) Eurodollar Business Days prior to the making of
any Eurodollar Loan or the conversion of any Base Rate Loan to a
Eurodollar Loan, or, in the case of an outstanding Eurodollar Loan, the
expiration date of the applicable Interest Period, the Borrower shall
give written, telex or facsimile notice (or telephonic notice promptly
confirmed in a writing or a facsimile) received by the Administrative
Agent not later than 11:00 a.m. (New York time) of its election
pursuant to Section 2.7(a). Each such notice delivered to the
Administrative Agent shall specify the aggregate principal amount of
the Syndicated Loans to be borrowed or maintained as or converted to
Eurodollar Loans and the requested duration of the Interest Period that
will be applicable to such Eurodollar Loan, and shall be irrevocable
and binding upon the Borrower. If the Borrower shall fail to give the
Administrative Agent notice of its election hereunder together with all
of the other information required by this Section 2.7(b) with respect
to any Syndicated Loan, whether at the end of an Interest Period or
otherwise, such Syndicated Loan shall be deemed a Base Rate Loan. The
Administrative Agent shall promptly notify the Banks in writing (or by
telephone confirmed in writing or by facsimile) of such election.

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

(d) No conversion of Loans pursuant to this Section 2.7 may
result in Eurodollar Loans that are less than $5,000,000. In no event
shall the Borrower have more than eight (8) different Interest Periods
for borrowings of Eurodollar Loans outstanding at any time.

(e) Subject to the terms and conditions of Section 6.7 hereof,
if any Affected Bank demands compensation under Section 6.4(c) or (d)
with respect to any Eurodollar Loan, the Borrower may at any time, upon
at least three (3) Business Days' prior written notice to the
applicable Administrative Agent, elect to convert such Eurodollar Loan
into a Base Rate Loan (on which interest and principal shall be payable
contemporaneously with the related Eurodollar Loans of the other
Banks). Thereafter, and until such time as the Affected Bank notifies
the Administrative Agent that the circumstances giving rise to the
demand for compensation under Section 6.4(c) or (d) no longer exist,
all requests for Eurodollar Loans from such Affected Bank shall be
deemed to be requests for Base Rate Loans. Once the Affected Bank
notifies the Administrative Agent that such circumstances no longer
exist, the Borrower may elect that the principal amount of each such
Loan converted hereunder shall again bear interest as Eurodollar Loans
beginning on the first day of the next succeeding Interest Period
applicable to the related Eurodollar Loans of the other Banks.

SECTION 2.8. FUNDS FOR SYNDICATED LOANS. Not later than 1:00 p.m. (New
York time) on the proposed Drawdown Date of Syndicated Loans, each of the Banks
will make available to the Administrative Agent at its Head Office, in
immediately available funds, the amount of its Commitment Percentage of the
amount of the requested Loan. Upon receipt from each Bank of such amount, and
upon receipt of the documents required by Section 11 and Section 12 and the
satisfaction of

<PAGE> 27

the other conditions set forth therein, the Administrative Agent will make
available to the Borrower the aggregate amount of such Syndicated Loans made
available by the Banks. The failure or refusal of any Bank to make available to
the Administrative Agent at the aforesaid time and place on any Drawdown Date
the amount of its Commitment Percentage of the requested Syndicated Loan shall
not relieve any other Bank from its several obligations hereunder to make
available to the Administrative Agent the amount of such Bank's Commitment
Percentage of the requested Loan.

SECTION 2.9. MATURITY OF THE REVOLVING CREDIT LOANS AND REIMBURSEMENT
OBLIGATIONS. The Borrower promises to pay on the Revolving Credit Maturity Date,
and there shall become absolutely due and payable on the Revolving Credit
Maturity Date, all of the Revolving Credit Loans and unpaid Reimbursement
Obligations outstanding on such date, together with any and all accrued and
unpaid interest thereon and any fees and other amounts owing hereunder.

SECTION 2.10. REQUEST FOR EXTENSION OF REVOLVING CREDIT MATURITY DATE.
The Borrower may, provided that no Default or Event of Default has occurred and
is continuing, by written notice to the Administrative Agent given not more than
sixty (60) days nor less than forty-five (45) days prior to the initial
Revolving Credit Maturity Date (the "Initial Maturity Date") request that the
Initial Maturity Date be extended to the date which is 364 days after the
Initial Maturity Date. The Administrative Agent shall notify the Banks of such
request promptly after receipt, and request each Bank to notify the
Administrative Agent of its determination to consent or not to consent to such
extension. Each Bank which makes a determination not to consent shall notify the
Administrative Agent of such determination by the thirtieth (30th) day prior to
the Initial Maturity Date (without prejudice to any Bank's right to determine
not to consent after such thirtieth (30th) day but on or before the tenth (10th)
Business Day before the Initial Maturity Date). The Borrower may take the
actions permitted by Section 6.11 to replace any Bank that fails to consent to
such extension, or reduce the Total Commitment as permitted under Section 2.3.
If the Majority Banks (including any Replacement Bank, if applicable) consent to
the extension by so notifying the Administrative Agent in writing no earlier
than ten (10) Business Days prior to the Initial Maturity Date, the Revolving
Credit Maturity Date for Revolving Credit Loans of such consenting or
Replacement Banks shall be extended for 364 days. The determination of each Bank
shall be in the sole discretion of such Bank. Each Bank shall give written
notice of its determination to consent or not to consent to such extension
pursuant to this Section 2.10, no earlier than the tenth (10th) Business Day
prior to the Initial Maturity Date. All non-consenting Banks' Revolving Credit
Loans shall be payable in full on the Initial Maturity Date, unless the Borrower
has exercised its option to term out all Revolving Credit Loans pursuant to
Section 5.1. Any Bank which fails to give written notice of its consent or
non-consent shall be deemed not to have consented to the extension hereunder.

SECTION 2.11. PREPAYMENTS OR REPAYMENTS OF REVOLVING CREDIT LOANS.

(a) Optional Prepayments: Subject to the terms and conditions
of Section 6.7, the Borrower shall have the right, at its election, to
repay or prepay the outstanding amount of the Revolving Credit Loans
(other than Competitive Bid Loans), as a whole or in part, at any time
without penalty or premium. The Borrower shall give the Administrative
Agent no later than 11:00 a.m. (New York time) (i) on the proposed date
of prepayment

<PAGE> 28

or repayment of Base Rate Loans, and (ii) three (3) Eurodollar Business
Day prior to the proposed date of prepayment or repayment of Eurodollar
Rate Loans, written notice (or telephonic notice confirmed in writing
or by facsimile) of any proposed prepayment or repayment pursuant to
this Section 2.11, specifying the proposed date of prepayment or
repayment of such Loans and the principal amount to be paid.
Notwithstanding the foregoing, the Borrower may not prepay any
Competitive Bid Loans. The Administrative Agent shall promptly notify
each Bank by written notice (or telephonic notice confirmed in writing
or by facsimile) of such notice of payment.

(b) Mandatory Repayments:

(i) If at any time the sum of the
outstanding principal amount of the Revolving Credit
Loans plus the Maximum Drawing Amount of all
outstanding Letters of Credit exceeds the Total
Commitment, whether by reduction of the Total
Commitment or otherwise, then the Borrower shall
immediately pay the amount of such excess to the
Administrative Agent, (A) for application to the
Revolving Credit Loans, first to Syndicated Loans,
then to Competitive Bid Loans, subject to Section
6.7, or (B) if no Revolving Credit Loans shall be
outstanding, to be held by the Administrative Agent
for the benefit of the Banks as collateral security
for such excess Maximum Drawing Amount and the
Borrower hereby grants a security interest in such
amount to the Administrative Agent for the benefit of
the Banks; provided, however, that if the amount of
cash collateral held by the Administrative Agent
pursuant to this Section 2.11(b)(i) exceeds the
Maximum Drawing Amount required to be collateralized
from time to time, the Administrative Agent shall
return such excess to the Borrower.

(ii) Payments required pursuant to Section
Section 9.4(c) and (d) shall be applied in the manner
set forth in subsection (i) above.

SECTION 2.12. SWING LINE LOANS; SETTLEMENTS.

(a) Solely for ease of administration of the Syndicated Loans,
BKB may, but shall not be required to, fund Base Rate Loans made in
accordance with the provisions of this Agreement ("Swing Line Loans").
The Swing Line Loans shall be evidenced by a promissory note of the
Borrower in substantially the form of Exhibit B hereto (the "Swing Line
Note") and, at the discretion of BKB may be in amounts less than
$10,000,000 provided that the outstanding amount of Swing Line Loans
advanced by BKB hereunder shall not exceed $10,000,000 at any time.
Each Bank shall remain severally and unconditionally liable to fund its
pro rata share (based upon each Bank's Commitment Percentage) of such
Swing Line Loans on each Swing Line Settlement Date and, in the event
BKB chooses not to fund all Base Rate Loans requested on any date, to
fund its Commitment Percentage of the Base Rate Loans requested,
subject to satisfaction of the provisions hereof relating to the making
of Base Rate Loans. Prior to each Swing Line Settlement, all payments
or repayments of the principal of, and interest on, Swing Line Loans
shall be credited to the account of BKB.

<PAGE> 29

(b) The Banks shall effect Swing Line Settlements on (i) the
Business Day immediately following any day which BKB gives written
notice to the Administrative Agent to effect a Swing Line Settlement,
(ii) the Business Day immediately following the Administrative Agent's
becoming aware of the existence of any Default or Event of Default, and
(iii) the Revolving Credit Maturity Date (each such date, a "Swing Line
Settlement Date"). One (1) Business Day prior to each such Swing Line
Settlement Date, the Administrative Agent shall give telephonic notice
to the Banks of (A) the respective outstanding amount of Syndicated
Loans made by each Bank as at the close of business on the prior day,
(B) the amount that any Bank, as applicable (a "Swing Line Settling
Bank"), shall pay to effect a Swing Line Settlement (a "Swing Line
Settlement Amount") and (C) the portion (if any) of the aggregate Swing
Line Settlement Amount to be paid to each Bank. A statement of the
Administrative Agent submitted to the Banks with respect to any amounts
owing hereunder shall be prima facie evidence of the amount due and
owing. Each Swing Line Settling Bank shall, not later than 1:00 p.m.
(New York time) on each Swing Line Settlement Date, effect a wire
transfer of immediately available funds to the Administrative Agent at
its Head Office in the amount of such Bank's Swing Line Settlement
Amount. The Administrative Agent shall, as promptly as practicable
during normal business hours on each Swing Line Settlement Date, effect
a wire transfer of immediately available funds to each Bank of the
Swing Line Settlement Amount to be paid to such Bank. All funds
advanced by any Bank as a Swing Line Settling Bank pursuant to this
Section 2.12(b) shall for all purposes be treated as a Base Rate Loan
made by such Swing Line Settling Bank to the Borrower, and all funds
received by any Bank pursuant to this Section 2.12(b) shall for all
purposes be treated as repayment of amounts owed by the Borrower with
respect to Base Rate Loans made by such Bank.

(c) The Administrative Agent may (unless notified to the
contrary by any Swing Line Settling Bank by 12:00 noon (New York time)
one (1) Business Day prior to the Settlement Date) assume that each
Swing Line Settling Bank has made available (or will make available by
the time specified in Section 2.12(b)) to the Administrative Agent its
Swing Line Settlement Amount, and the Administrative Agent may (but
shall not be required to), in reliance upon such assumption, make
available to each applicable Bank its share (if any) of the aggregate
Swing Line Settlement Amount. If the Swing Line Settlement Amount of
such Swing Line Settling Bank is made available to the Administrative
Agent by such Swing Line Settling Bank on a date after such Swing Line
Settlement Date, such Swing Line Settling Bank shall pay the
Administrative Agent on demand an amount equal to the product of (i)
the average, computed for the period referred to in clause (iii) below,
of the weighted average annual interest rate paid by the Administrative
Agent for federal funds acquired by the Administrative Agent during
each day included in such period times (ii) such Swing Line Settlement
Amount times (iii) a fraction, the numerator of which is the number of
days that elapse from and including such Swing Line Settlement Date to
but not including the date on which such Swing Line Settlement Amount
shall become immediately available to the Administrative Agent, and the
denominator of which is 365. Upon payment of such amount such Swing
Line Settling Bank shall be deemed to have delivered its Swing Line
Settlement Amount on the Swing Line Settlement Date and shall become
entitled to interest payable by the Borrower with respect to such Swing
Line Settling Bank's Swing Line Settlement

<PAGE> 30

Amount as if such share were delivered on the Swing Line Settlement
Date. If such Swing Line Settlement Amount is not in fact made
available to the Administrative Agent by such Swing Line Settling Bank
within three (3) Business Days of such Swing Line Settlement Date, the
Administrative Agent shall be entitled to recover such amount from the
Borrower, with interest thereon at the Base Rate.

(d) After any Swing Line Settlement Date, any payment by the
Borrower of Swing Line Loans hereunder shall be allocated among the
Banks, in amounts determined so as to provide that after such
application and the related Swing Line Settlement, the outstanding
amount of Syndicated Loans of each Bank equals, as nearly as
practicable, such Bank's Commitment Percentage of the aggregate amount
of Syndicated Loans.

SECTION 3. LETTERS OF CREDIT.

SECTION 3.1. LETTER OF CREDIT COMMITMENTS.

(a) Subject to the terms and conditions hereof and the receipt
of a Letter of Credit Application by an Issuing Bank, with a copy to
the Administrative Agent reflecting the Maximum Drawing Amount of all
Letters of Credit (including the requested Letter of Credit), such
Issuing Bank, on behalf of the Banks and in reliance upon the
representations and warranties of the Borrower contained herein and the
agreement of the Banks contained in Section 3.1(b) hereof, agrees to
issue Letters of Credit for the account of the Borrower (which may,
with such Issuing Bank's consent, incorporate automatic renewals for
periods of up to twelve (12) months), in such form as may be requested
from time to time by the Borrower and agreed to by the Issuing Bank;
provided, however, that, after giving effect to such request, the
aggregate Maximum Drawing Amount of all Letters of Credit issued at any
time shall not exceed the lesser of (i) $100,000,000 or (ii) the Total
Commitment minus the aggregate outstanding amount of the Revolving
Credit Loans and provided further, that no Letter of Credit shall have
an expiration date later than five (5) Business Days prior to the
Revolving Credit Maturity Date. The letters of credit listed in
Schedule 3.1(a) issued by the Issuing Banks and the Transitional
Issuing Banks under the Prior Loan Agreement shall be Letters of Credit
under this Agreement. Letters of Credit may only be renewed or extended
by Letters of Credit issued by Issuing Banks (other than Transitional
Issuing Banks) hereunder.

(b) Each Letter of Credit shall be denominated in Dollars.
Each Bank severally agrees that it shall be absolutely liable, without
regard to the occurrence of any Default or Event of Default, the
termination of the Total Commitment pursuant to Section 13.2, or any
other condition precedent whatsoever, to the extent of such Bank's
Commitment Percentage to reimburse the Issuing Bank on demand for the
amount of each draft paid by the Issuing Bank under each Letter of
Credit to the extent that such amount is not reimbursed by the Borrower
pursuant to Section 3.2 (such agreement for a Bank being called herein
the "Letter of Credit Participation" of such Bank). Each Bank agrees
that its obligation to reimburse the Issuing Bank pursuant to this
Section 3.1(b) shall not be affected in any way by any circumstance
other than the gross negligence or willful misconduct of the Issuing
Bank.

<PAGE> 31

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

SECTION 3.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to
induce the Issuing Banks to issue, extend and renew each Letter of Credit, the
Borrower hereby agrees to reimburse or pay to each Issuing Bank, with respect to
each Letter of Credit issued, extended or renewed by such Issuing Bank hereunder
as follows:

(a) if any draft presented under any Letter of Credit is
honored by such Issuing Bank or such Issuing Bank otherwise makes
payment with respect thereto, the sum of (i) the amount paid by such
Issuing Bank under or with respect to such Letter of Credit, and (ii)
the amount of any taxes, fees, charges or other costs and expenses
whatsoever incurred by such Issuing Bank in connection with any payment
made by such Issuing Bank under, or with respect to, such Letter of
Credit, provided however, if the Borrower does not reimburse such
Issuing Bank on the Drawdown Date, such amount shall, provided that no
Event of Default under Section 13(g) or 13(h) has occurred, become
automatically a Syndicated Loan which is a Base Rate Loan advanced
hereunder in an amount equal to such sum; and

(b) upon the Revolving Credit Maturity Date or the
acceleration of the Reimbursement Obligations with respect to all
Letters of Credit in accordance with Section 13, an amount equal to the
then Maximum Drawing Amount of all Letters of Credit shall be paid by
the Borrower to the Administrative Agent to be held as cash collateral
for the applicable Reimbursement Obligations.

SECTION 3.3. OBLIGATIONS ABSOLUTE. The Borrower's respective
obligations under this Section 3 shall be absolute and unconditional under any
and all circumstances and irrespective of the occurrence of any Default or Event
of Default or any condition precedent whatsoever or any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any Issuing
Bank, any Bank or any beneficiary of a Letter of Credit, and the Borrower
expressly waives any such rights that it may have with respect thereto. The
Borrower further agrees with each Issuing Bank and the Banks that such Issuing
Bank and the Banks (i) shall not be responsible for, and the Borrower's
Reimbursement Obligations under Section 3.2 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even if such documents should in fact prove to be in any or all
respects invalid, fraudulent or forged (unless due to the willful misconduct of
such Issuing Bank or any other Bank), or any dispute between or among the
Borrower and the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrower against the beneficiary of any
Letter of Credit or any such transferee, and (ii) shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit except to the extent of their own willful misconduct. The Borrower agrees
that any action taken or omitted by any Issuing Bank or any Bank in good faith

<PAGE> 32

under or in connection with any Letter of Credit and the related drafts and
documents shall be binding upon the Borrower and shall not result in any
liability on the part of such Issuing Bank or any Bank (or their respective
affiliates) to the Borrower. Nothing herein shall constitute a waiver by the
Borrower of any of its rights against any beneficiary of a Letter of Credit.

SECTION 3.4. RELIANCE BY THE ISSUING BANKS. To the extent not
inconsistent with Section 3.3, each Issuing Bank shall be entitled to rely, and
shall be fully protected in relying, upon any Letter of Credit, draft, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile, telex or teletype message, statement, order or other
document believed by such Issuing Bank in good faith to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel, independent accountants and other
experts selected by such Issuing Bank.

SECTION 3.5. NOTICE REGARDING LETTERS OF CREDIT. One (1) Business Day
prior to the issuance of any Letter of Credit or amendments, extensions or
terminations thereof, the applicable Issuing Bank shall notify the
Administrative Agent of the terms of such Letter of Credit, amendment, extension
or termination. On the day of any drawing under any Letter of Credit, such
Issuing Bank shall notify the Administrative Agent of such drawing under any
Letter of Credit.

SECTION 3.6. LETTER OF CREDIT FEE. The Borrower shall pay a fee (the
"Letter of Credit Fee") equal to the Applicable L/C Rate on the Maximum Drawing
Amount of the Letters of Credit to the Administrative Agent for the account of
the Banks, to be shared pro rata by the Banks in accordance with their
respective Commitment Percentages. The Letter of Credit Fee shall be payable
quarterly in arrears on the first day of each calendar quarter for the quarter
just ended, with the first such payment commencing January 1, 2000, and on the
Revolving Credit Maturity Date. In addition, an issuing fee (the "Issuance Fee")
with respect to each Letter of Credit to be agreed upon annually between the
Borrower and each Issuing Bank shall be payable to such Issuing Bank for its
account.

SECTION 4. COMPETITIVE BID LOANS.

SECTION 4.1. THE COMPETITIVE BID OPTION. In addition to the Syndicated
Loans made pursuant to Section 2 hereof, the Borrower may request Competitive
Bid Loans pursuant to the terms of this Section 4. The Banks may, but shall have
no obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept such offers in the manner set forth in this Section 4.
Notwithstanding any other provision herein to the contrary, at no time shall the
aggregate principal amount of Competitive Bid Loans outstanding at any time
exceed the Total Commitment minus the sum of (a) the aggregate outstanding
principal amount of Syndicated Loans (including the Swing Loans), plus (b) the
Maximum Drawing Amount of Letters of Credit, outstanding at such time.

SECTION 4.2. COMPETITIVE BID LOAN ACCOUNTS: COMPETITIVE BID NOTES.

(a) The obligation of the Borrower to repay the outstanding
principal amount of any and all Competitive Bid Loans, plus interest at
the applicable rate accrued thereon, shall be evidenced by this
Agreement and by individual loan accounts (the "Competitive Bid Loan
Accounts" and individually, a "Competitive Bid Loan Account")
maintained by

<PAGE> 33

the Administrative Agent on its books for each of the Banks, it being
the intention of the parties hereto that, except as provided for in
paragraph (b) of this Section 4.2, the Borrower's obligations with
respect to Competitive Bid Loans are to be evidenced only as stated
herein and not by separate promissory notes.

(b) Any Bank may at any time, and from time to time, request
that any Competitive Bid Loans outstanding to such Bank be evidenced by
a promissory note of the Borrower in substantially the form of Exhibit
C hereto (each, a "Competitive Bid Note"), dated as of the Effective
Date and completed with appropriate insertions. One Competitive Bid
Note shall be payable to the order of each Bank in an amount equal to
the Total Commitment, and representing the obligation of the Borrower
to pay such Bank such principal amount or, if less, the outstanding
principal amount of any and all Competitive Bid Loans made by such
Bank, plus interest at the applicable Competitive Bid Rate or
Competitive Bid Margin accrued thereon, as set forth herein. Upon
execution and delivery by the Borrower of a Competitive Bid Note, the
Borrower's obligation to repay any and all Competitive Bid Loans made
to it by such Bank and all interest thereon shall thereafter be
evidenced by such Competitive Bid Note.

(c) The Borrower irrevocably authorizes (i) each Bank to make
or cause to be made, in connection with a Drawdown Date of any
Competitive Bid Loan or at the time of receipt of any payment of
principal on such Bank's Competitive Bid Note in the case of a
Competitive Bid Note, and (ii) the Administrative Agent to make or
cause to be made, in connection with a Drawdown Date of any Competitive
Bid Loan or at the time of receipt of any payment of principal on such
Bank's Competitive Bid Loan Account in the case of a Competitive Bid
Loan Account, an appropriate notation on such Bank's records or on the
schedule attached to such Bank's Competitive Bid Note or a continuation
of such schedule attached thereto, or the Administrative Agent's
records, as applicable, reflecting the making of the Competitive Bid
Loan or the receipt of such payment (as the case may be) and such Bank
may, prior to any transfer of a Competitive Bid Note, endorse on the
reverse side thereof the outstanding principal amount of Competitive
Bid Loans evidenced thereby. The outstanding amount of the Competitive
Bid Loans set forth on such Bank's record or the Administrative Agent's
records, as applicable, shall be prima facie evidence of the principal
amount thereof owing and unpaid to such Bank, but the failure to
record, or any error in so recording, any such amount shall not limit
or otherwise affect the obligations of the Borrower hereunder to make
payments of principal of or interest on any Competitive Bid Loan when
due.

SECTION 4.3. COMPETITIVE BID QUOTE REQUEST; INVITATION FOR COMPETITIVE
BID QUOTES.

(a) When the Borrower wishes to request offers to make
Competitive Bid Loans under this Section 4, it shall transmit to the
Administrative Agent by telex or facsimile a Competitive Bid Quote
Request substantially in the form of Exhibit H hereto (a "Competitive
Bid Quote Request") so as to be received no later than 1:00 p.m. (New
York time) (x) five (5) Eurodollar Business Days prior to the requested
Drawdown Date in the case of a LIBOR Competitive Bid Loan (a "LIBOR
Competitive Bid Loan") or (y)

<PAGE> 34

one (1) Business Day prior to the requested Drawdown Date in the case
of an Absolute Competitive Bid Loan (an "Absolute Competitive Bid
Loan"), specifying:

(i) the requested Drawdown Date (which must be a
Eurodollar Business Day in the case of a LIBOR Competitive Bid
Loan or a Business Day in the case of an Absolute Competitive
Bid Loan);

(ii) the aggregate amount of such Competitive Bid
Loans, which shall be $10,000,000 or larger multiple of
$1,000,000;

(iii) the duration of the Interest Period(s)
applicable thereto, subject to the provisions of the
definition of Interest Period; and

(iv) whether the Competitive Bid Quotes requested are
for LIBOR Competitive Bid Loans or Absolute Competitive Bid
Loans.

The Borrower may request offers to make Competitive Bid Loans for more
than one Interest Period in a single Competitive Bid Quote Request. No
new Competitive Bid Quote Request shall be given until the Borrower has
notified the Administrative Agent of its acceptance or non-acceptance
of the Competitive Bid Quotes relating to any outstanding Competitive
Bid Quote Request.

(b) Promptly upon receipt of a Competitive Bid Quote Request,
the Administrative Agent shall send to the Banks by telecopy or
facsimile transmission an Invitation for Competitive Bid Quotes
substantially in the form of Exhibit I hereto, which shall constitute
an invitation by the Borrower to each Bank to submit Competitive Bid
Quotes in accordance with this Section 4.

SECTION 4.4. ALTERNATIVE MANNER OF PROCEDURE. If, after receipt by the
Administrative Agent and each of the Banks of a Competitive Bid Quote Request
from the Borrower in accordance with Section 4.3, the Administrative Agent or
any Bank shall be unable to complete any procedure of the auction process
described in Section Section 4.5 through 4.6 (inclusive) due to the inability of
such Person to transmit or receive communications through the means specified
therein, such Person may rely on telephonic notice for the transmission or
receipt of such communications. In any case where such Person shall rely on
telephone transmission or receipt, any communication made by telephone shall, as
soon as possible thereafter, be followed by written confirmation thereof.

SECTION 4.5. SUBMISSION AND CONTENTS OF COMPETITIVE BID QUOTES.

(a) Each Bank may, but shall be under no obligation to, submit
a Competitive Bid Quote containing an offer or offers to make
Competitive Bid Loans in response to any Competitive Bid Quote Request.
Each Competitive Bid Quote must comply with the requirements of this
Section 4.5 and must be submitted to the Administrative Agent by telex
or facsimile transmission at its offices as specified in or pursuant to
Section 23 not later than (x) 2:00 p.m. (New York time) on the fourth
Eurodollar Business Day prior to the proposed Drawdown Date, in the
case of a LIBOR Competitive Bid Loan or (y) 10:00 a.m. (New York time)
on the proposed Drawdown Date, in the case of an Absolute Competitive
Bid

<PAGE> 35

Loan, provided that Competitive Bid Quotes may be submitted by the
Administrative Agent in its capacity as a Bank only if it submits its
Competitive Bid Quote to the Borrower not later than (x) one hour prior
to the deadline for the other Banks, in the case of a LIBOR Competitive
Bid Loan or (y) 15 minutes prior to the deadline for the other Banks,
in the case of an Absolute Competitive Bid Loan. Subject to the
provisions of Sections 11 and 12 hereof, any Competitive Bid Quote so
made shall be irrevocable except with the written consent of the
Administrative Agent given on the instructions of the Borrower.

(b) Each Competitive Bid Quote shall be in substantially the
form of Exhibit J hereto and shall in any case specify:

(i) the proposed Drawdown Date;

(ii) the principal amount of the Competitive Bid Loan
for which each proposal is being made, which principal amount
(w) may be greater than or less than the Commitment of the
quoting Bank, (x) must be $5,000,000 or a larger multiple of
$1,000,000, (y) may not exceed the aggregate principal amount
of Competitive Bid Loans for which offers were requested and
(z) may be subject to an aggregate limitation as to the
principal amount of Competitive Bid Loans for which offers
being made by such quoting Bank may be accepted;

(iii) the Interest Period(s) for which Competitive
Bid Quotes are being submitted;

(iv) in the case of a LIBOR Competitive Bid Loan, the
margin above or below the applicable LIBOR Rate (the
"Competitive Bid Margin") offered for each such Competitive
Bid Loan, expressed as a percentage (specified to the nearest
1/10,000th of 1%) to be added to or subtracted from such LIBOR
Rate;

(v) in the case of an Absolute Competitive Bid Loan,
the rate of interest per annum (specified to the nearest
1/10,000th of 1%) (the "Competitive Bid Rate") offered for
each such Absolute Competitive Bid Loan; and

(vi) the identity of the quoting Bank.

A Competitive Bid Quote may include up to five separate offers by the
quoting Bank with respect to each Interest Period specified in the
related Invitation for Competitive Bid Quotes.

(i) is not substantially in the form of Exhibit J
hereto;

(ii) contains qualifying, conditional or similar
language;

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

<PAGE> 36

(iv) arrives after the time set forth in Section
4.5(a) hereof.

SECTION 4.6. NOTICE TO BORROWER. The Administrative Agent shall
promptly notify the Borrower of the terms (x) of any Competitive Bid Quote
submitted by a Bank that is in accordance with Section 4.5 and (y) of any
Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a
previous Competitive Bid Quote submitted by such Bank with respect to the same
Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall
be disregarded by the Administrative Agent unless such subsequent Competitive
Bid Quote is submitted solely to correct a manifest error in such former
Competitive Bid Quote. The Administrative Agent's notice to the Borrower shall
specify (A) the aggregate principal amount of Competitive Bid Loans for which
offers have been received for each Interest Period specified in the related
Competitive Bid Quote Request, (B) the respective principal amounts and
Competitive Bid Margins or Competitive Bid Rates, as the case may be, so
offered, and the identity of the respective Banks submitting such offers, and
(C) if applicable, limitations on the aggregate principal amount of Competitive
Bid Loans for which offers in any single Competitive Bid Quote may be accepted.

SECTION 4.7. ACCEPTANCE AND NOTICE BY BORROWER AND ADMINISTRATIVE
AGENT. Not later than 11:00 a.m. (New York time) on (x) the third Eurodollar
Business Day prior to the proposed Drawdown Date, in the case of a LIBOR
Competitive Bid Loan or (y) the proposed Drawdown Date, in the case of an
Absolute Competitive Bid Loan, the Borrower shall notify the Administrative
Agent of its acceptance or non-acceptance of each Competitive Bid Quote in
substantially the form of Exhibit K hereto. The Borrower may accept any
Competitive Bid Quote in whole or in part; provided that:

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

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

(iii) the Borrower may not accept any offer that is described
in subsection 4.5(c) or that otherwise fails to comply with the
requirements of this Agreement.

The Administrative Agent shall promptly notify each Bank which submitted a
Competitive Bid Quote of the Borrower's acceptance or non-acceptance thereof. At
the request of any Bank which submitted a Competitive Bid Quote and with the
consent of the Borrower, the Administrative Agent will promptly notify all Banks
which submitted Competitive Bid Quotes of (a) the aggregate principal amount of,
and (b) the range of Competitive Bid Rates or Competitive Bid Margins of, the
accepted Competitive Bid Loans for each requested Interest Period.

SECTION 4.8. ALLOCATION BY ADMINISTRATIVE AGENT. If offers are made by
two or more Banks with the same Competitive Bid Margin or Competitive Bid Rate,
as the case may be, for a greater aggregate principal amount than the amount in
respect of which offers are accepted for the related Interest Period, the
principal amount of Competitive Bid Loans in respect of which such offers are
accepted shall be allocated by the Administrative Agent among such Banks as

<PAGE> 37

nearly as possible (in such multiples, not less than $1,000,000, as the
Administrative Agent may deem appropriate) in proportion to the aggregate
principal amounts of such offers. Determination by the Administrative Agent of
the amounts of Competitive Bid Loans shall be conclusive in the absence of
manifest error.

SECTION 4.9. FUNDING OF COMPETITIVE BID LOANS. If, on or prior to the
Drawdown Date of any Competitive Bid Loan, the Total Commitment has not
terminated in full and if, on such Drawdown Date, the applicable conditions of
Sections 11 and 12 hereof are satisfied, the Bank or Banks whose offers the
Borrower has accepted will fund each Competitive Bid Loan so accepted. Such Bank
or Banks will make such Competitive Bid Loans by crediting the Administrative
Agent for further credit to the Borrower's specified account with the
Administrative Agent, in immediately available funds not later than 1:00 p.m.
(New York time) on such Drawdown Date.

SECTION 4.10. FUNDING LOSSES. If, after acceptance of any Competitive
Bid Quote pursuant to Section 4, the Borrower (i) fails to borrow any
Competitive Bid Loan so accepted on the date specified therefor, or (ii) repays
the outstanding amount of the Competitive Bid Loan prior to the last day of the
Interest Period relating thereto, the Borrower shall indemnify the Bank making
such Competitive Bid Quote or funding such Competitive Bid Loan against any loss
or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund or maintain such unborrowed
Competitive Bid Loans, including, without limitation compensation as provided in
Section 6.7.

SECTION 4.11. REPAYMENT OF COMPETITIVE BID LOANS; INTEREST. The
principal of each Competitive Bid Loan shall become absolutely due and payable
by the Borrower on the last day of the Interest Period relating thereto, and the
Borrower hereby absolutely and unconditionally promises to pay to the
Administrative Agent for the account of the relevant Banks at or before 1:00
p.m. (New York time) on the last day of the Interest Periods relating thereto
the principal amount of all such Competitive Bid Loans, plus interest thereon at
the applicable rates. The Competitive Bid Loans shall bear interest at the rate
per annum specified in the applicable Competitive Bid Quotes. Interest on the
Competitive Bid Loans shall be payable (a) on the last day of the applicable
Interest Periods, and if any such Interest Period is longer than three months,
also on the last day of the third month following the commencement of such
Interest Period, and (b) on the Revolving Credit Maturity Date for all Revolving
Credit Loans. Subject to the terms of this Agreement, the Borrower may make
Competitive Bid Quote Requests with respect to new borrowings of any amounts so
repaid prior to the Revolving Credit Maturity Date.

SECTION 5. THE TERM LOAN.

SECTION 5.1. CONVERSION OF REVOLVING CREDIT LOANS; THE TERM LOAN.
Subject to the terms and conditions set forth in this Agreement, including,
without limitation, the satisfaction of the conditions set fo

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