BRIDGE LOAN AGREEMENT
This BRIDGE LOAN AGREEMENT (this "Agreement") is made as of January 21, 1998, by and among USA
WASTE SERVICES, INC. (the "Borrower"), a Delaware corporation having its principal place of business at
1001 Fannin Street, First City Tower, Suite 4000, Houston, Texas 77002, and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK ("Morgan"), a New York state banking association having its principal
place of business at 60 Wall Street, New York, New York 10260 (the "Agent's Head Office") and each of the
other financial institutions party hereto (collectively, the "Banks"), and Morgan as agent for the Banks (the
Section 1.1 DEFINITIONS. The following terms shall have the following meanings:
Accountants. See Section 23.4(a).
Affected Bank. See Section 19(a).
Agent's Head Office. See preamble.
Agreement. See preamble.
Applicable Eurodollar Rate. The applicable rate per annum of interest on the Eurodollar Loans as set forth in the
Applicable Facility Rate. The applicable rate per annum with respect to the Facility Fee as set forth in the Pricing
Applicable Requirements. See Section 23.10.
Assignment and Acceptance. See Section 34.
Average Quarterly Utilization Amount. See Section 20(c).
Balance Sheet Date. December 31, 1996.
Banks. See preamble.
Base Rate. The higher of (a) the annual rate of interest announced from time to time by the Agent at the Agent's
Head Office as its "prime rate" (it being understood that such rate is a reference rate and not necessarily the
lowest rate of interest charged by the Agent) or (b) one percent (1%) above the Overnight Federal Funds
Base Rate Loans. Loans bearing interest calculated by reference to the Base Rate.
Borrower. See preamble.
Business Day. Any day, other than a Saturday, Sunday or any day on which banking institutions in New York,
New York are authorized by law to close, and, when used in connection with a Eurodollar Loan, a Eurodollar