SMITH ENVIRONMENTAL TECHNOLOGIES CORP /DE/, 8-K, 1995-11-06

SMITH ENVIRONMENTAL TECHNOLOGIES CORP /DE/
8-K, 1995-11-06
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

******************************************************************

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Security Exchange Act of 1934

Date of Report (Date of earliest event reported) October 18, 1995

----------------

SMITH ENVIRONMENTAL TECHNOLOGIES CORPORATION
--------------------------------------------

(Exact name of registrant as specified in its charter)

DELAWARE 0-14992 38-2294876

(State of other jurisdiction of (Commission File (IRS Employer
incorporated organization) Number) identification No.)

13455 Noel Road Suite 1500
Dallas, Texas 75240
(address of principal executive offices)

Registrant's telephone number, including area code: (214) 770-1800

------------------
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Item 5. Other Events

On October 18, 1995, Smith Environmental Technologies
Corporation executed a Loan and Security Agreement (Agreement)
by and among Smith Environmental Technologies Corporation
("Smith"), BCM Engineers Inc., a Pennsylvania corporation
(BCM), and Riedel Environmental Services, Inc. (RES), as
Borrowers and Chemical Bank and Bank of Toyko as Lenders.

The Agreement provides a credit facility of $35 million
consisting of a $6.5 million term loan payable over four years
and a $28.5 million revolving credit based on eligible billed
and unbilled receivables. The initial proceeds of this credit
facility were used to make full payment of the outstanding
amount due on the credit facility with LaSalle Business
Credit, Inc. as of the funding date which was October 20,
1995. Initial borrowings under the Agreement were $27.1
million. The remainder of the available proceeds will be used
to provide working capital. The Agreement provided
approximately $7.0 million of additional availability as of
closing on October 20, 1995.

Item 7. Financial Statements and Exhibits

The following exhibits are filed herewith:

Exhibit No.

10.1 Loan and Security Agreement dated October 18, 1995
<PAGE> 3
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

SMITH ENVIRONMENTAL
TECHNOLOGIES CORPORATION

By: /s/ William T. Campbell
--------------------------
William T. Campbell
Vice President / Finance

November 6, 1995

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EXECUTION COPY

LOAN AND SECURITY AGREEMENT

DATED AS OF OCTOBER 18, 1995

AMONG

SMITH ENVIRONMENTAL TECHNOLOGIES CORPORATION,
A DELAWARE CORPORATION,

BCM ENGINEERS INC., A PENNSYLVANIA CORPORATION, AND

RIEDEL ENVIRONMENTAL SERVICES, INC., AN OREGON CORPORATION,

AS BORROWERS,

BCM ENGINEERS INC., AN ALABAMA CORPORATION,

AS ACCOUNT OWNER

EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY
HERETO, TOGETHER WITH THOSE ASSIGNEES PURSUANT TO PARAGRAPH 23
HEREOF, AS LENDERS

AND

CHEMICAL BANK

AS AGENT FOR THE LENDERS

$35,000,000
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C> <C>
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. REVOLVING LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

3. TERM LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

4. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

5. INTEREST, FEES AND CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

6. LOAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

7. GRANT OF SECURITY INTEREST TO LENDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

8. PRESERVATION OF COLLATERAL AND PERFECTION OF
SECURITY INTERESTS THEREIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

9. [INTENTIONALLY DELETED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

10. COLLECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

11. SCHEDULES AND REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

12. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

13. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

14. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

15. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

16. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

17. REMEDIES UPON AN EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

18. THE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

19. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

20. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

21. CHOICE OF GOVERNING LAW AND CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
</TABLE>

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<TABLE>
<S> <C>
22. FORUM SELECTION AND SERVICE OF PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

23. MODIFICATION AND BENEFIT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

24. HEADINGS OF SUBDIVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

25. POWER OF ATTORNEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

26. WAIVER OF JURY TRIAL; OTHER WAIVERS; CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . 75

Exhibit A - Business and Collateral Locations

Exhibit B - Form of Assignment and Assumption Agreement

Exhibit C-1 - Form of Revolving Note

Exhibit C-2 - Form of Term Note

Exhibit D - Excluded Collateral

Annex I - Commitment Amounts

Schedule A - Closing Document List

Schedule 1(a) - Permitted Liens

Schedule 13(q) - Permitted Indebtedness

Schedule 13(s) - Corporate Structure

Schedule 13(t) - States of Good Standing

Schedule 13(x) - ERISA Plans

Schedule 13(y) - Environmental Compliance

Schedule 14(o) - Write Offs of Loan and Financing Costs
</TABLE>

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<PAGE> 4
LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT ("Agreement") is made as of this 18th
day of October, 1995, by and among SMITH ENVIRONMENTAL TECHNOLOGIES CORP., a
Delaware corporation ("Smith Environmental" or a "Borrower"), with its
principal office at Two Galleria Tower, 13455 Noel Road, Dallas, Texas 75240,
BCM ENGINEERS INC., a Pennsylvania corporation ("BCM" or a "Borrower"), with
its principal office at One Plymouth Meeting, Plymouth Meeting, Pennsylvania
19462, RIEDEL ENVIRONMENTAL SERVICES, INC., an Oregon corporation ("Riedel" or
a "Borrower" and together with Smith Environmental and BCM, the "Borrowers"),
with its principal office at 4611 N. Channel Avenue, Portland, Oregon 97217,
BCM ENGINEERS INC., an Alabama corporation ("BCM-Alabama"), with its principal
office at 108 St. Anthony Street, Mobile, Alabama 36602, EACH FINANCIAL
INSTITUTION IDENTIFIED ON ANNEX I HERETO (together with its successors and
assigns, a "Lender") and CHEMICAL BANK, a New York banking corporation
("Chemical"), with its principal office at 270 Park Avenue, New York, New York
10017, acting in its capacity as agent for the Lenders (in such capacity, the
"Agent").

WITNESSETH:

WHEREAS, from time to time Borrowers may request the Lenders
to make loans and advances to and extend certain credit accommodations to the
Borrowers, and the parties wish to provide for the terms and conditions upon
which such loans, advances and credit accommodations shall be made;

NOW, THEREFORE, in consideration of any loans, advances and
credit accommodations (including any loans by renewal or extension) hereafter
made to Borrowers by the Lenders, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
Borrowers, the parties agree as follows:

1. DEFINITIONS.

(a) General Definitions

"ABR" shall mean, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day
plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of interest
per annum publicly announced from time to time by the Agent as its prime rate
in effect at its principal office in New York City (the Prime Rate not being
intended to be the lowest rate of interest charged by the Agent in connection
with extensions of credit to debtors); "Base CD Rate" shall mean the sum of (i)
the product of (x) the Three-Month Secondary CD Rate and (y) a fraction, the
numerator of which is one and the denominator of which is one minus the C/D
Reserve Percentage and (ii) the C/D Assessment Rate; "Three-Month Secondary CD
Rate" shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such
day shall not be a Business Day, the next preceding Business Day) by the Board
of Governors of the Federal Reserve System (or any

<PAGE> 5
successor) (the "Board") through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day), or, if such rate shall not be so reported
on such day or such next preceding Business Day, the average of the secondary
market quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 A.M., New York City
time, on such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Agent from three New York City negotiable
certificate of deposit dealers of recognized standing selected by it; "C/D
Reserve Percentage" shall mean, for any day, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board, for
determining the maximum reserve requirement for a Depositary Institution (as
defined in Regulation D of the Board) in respect of new non-personal time
deposits in Dollars having a maturity of 30 days or more; "C/D Assessment Rate"
shall mean, for any day, the annual assessment rate in effect on such day which
is payable by a member of the Bank Insurance Fund classified as
well-capitalized and within supervisory subgroup "B" (or a comparable
successory assessment risk classification) within the meaning of 12 C.F.R.
Section 327.3(d) (or any successor provision) to the Federal Deposit Insurance
Corporation (or any successor) for such Corporation's (or such successor's)
insuring time deposits at offices of such institution in the United States; and
"Federal Funds Effective Rate" shall mean, for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for the day of such transactions received by the Agent from
three federal funds brokers of recognized standing selected by it. If for any
reason the Agent shall have determined (which determination shall be conclusive
absent manifest error) that it is unable to ascertain the Base CD Rate or the
Federal Funds Effective Rate, or both, for any reason, including the inability
or failure of the Agent to obtain sufficient quotations in accordance with the
terms hereof, the ABR shall be determined without regard to clause (b) or (c),
or both, of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
ABR due to a change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate, the Base CD Rate or the Federal
Funds Effective Rate, respectively.

"ABR LOAN" shall mean an ABR Revolving Loan or an ABR Term
Loan.

"ABR REVOLVING LOAN" shall mean a Revolving Loan that bears
interest based on the ABR.

"ABR TERM LOAN" shall mean a Term Loan, or portion thereof,
that bears interest based on the ABR Rate.

"ACCOUNT," "ACCOUNT DEBTOR," "CHATTEL PAPER," "DOCUMENTS,"
"EQUIPMENT," "GENERAL INTANGIBLES," "GOODS," "INSTRUMENTS," and "INVENTORY,"
shall have the respective meanings assigned to such terms, as of the date of
this Agreement, in the New York Uniform Commercial Code.

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<PAGE> 6
"ACCOUNT OWNER" shall mean each of the Borrowers and
BCM-Alabama.

"AFFILIATE" of any Person shall mean any other Person which,
directly or indirectly, controls or is controlled by or is under common control
which such Person and, without limiting the generality of the foregoing,
includes (i) any Person which beneficially owns or holds 5% or more of any
class of voting securities of such Person or 5% of the equity interest in such
Person, (ii) any Person of which such Person beneficially owns or holds 5% or
more of any class of voting securities or in which such Person beneficially
owns or holds 5% or more of the equity interest in such Person and (iii) any
director, officer or employee of such Person. For the purposes of this
definition, the term "control" (including, with correlative meanings, the terms
"controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or by contract or otherwise.

"AGENT ADVANCES" shall have the meaning specified in
paragraph 2(d) hereof.

"AGREEMENT" shall have the meaning specified in the initial
recital paragraph hereof and shall include any amendment, modification, or
restatement of, and any supplement to, the Agreement.

"APPLICABLE MARGIN" shall have the meaning specified in
paragraph 5(b) hereof.

"ASSIGNMENT AND ASSUMPTION AGREEMENT" shall have the meaning
specified in paragraph 23 hereof.

"BCM - ALABAMA" shall mean BCM Engineers Inc., an Alabama
corporation and a wholly-owned subsidiary of BCM-Parent.

"BCM BORROWING BASE" shall have the meaning specified in
paragraph 2 hereof.

"BCM MERGER" shall mean the corporate merger on or about
September 28, 1994 of BCM Merger Corp., a Delaware corporation, with and into
BCM-Parent, pursuant to an Agreement and Plan of Merger dated August 17, 1994,
duly adopted by the Board of Directors of BCM Merger Corp. and BCM, and
approved by the sole shareholder of BCM Merger Corp.

"BCM-PARENT" shall mean BCM Engineers Inc., a Delaware
corporation, a wholly-owned subsidiary of Smith Environmental.

"BCM SUBLINE" shall have the meaning specified in paragraph 2
hereof.

"BENEFIT PLAN" shall mean any "defined contribution plan" or
"defined benefit plan" (as defined in Section 3(34) or Section 3(35) of ERISA,
respectively) for which any Borrower, any Subsidiary or any ERISA Affiliate has
been an "employer" (as defined in Section 3(5) of ERISA) within the past six
years.

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"BILLABILITY" shall mean the percentage of the aggregate hours
for which the total labor force of a business shall have worked which is
billable to the customers of such business, and with respect to the Borrowers,
shall be calculated pursuant to a fraction, expressed as a percentage, the
numerator of which shall equal, for any period of determination, the
Borrowers' aggregate direct chargeable labor in respect of customer projects
and the denominator of which shall equal, for such period, the Borrowers'
aggregate total available labor less the aggregate amount of any paid leave for
such period.

"BORROWING BASE" shall mean the Smith Environmental Borrowing
Base, the BCM Borrowing Base or the Riedel Borrowing Base, as the case may be.

"BREAKAGE COSTS" shall have the meaning specified in paragraph
6(c)(iv) hereof.

"BUSINESS DAY" shall mean any day, other than a Saturday,
Sunday or legal holiday in the State of New York, on which banks are open for
substantially all their banking business in New York City except that, if any
determination of a "Business Day" shall relate to a Eurodollar Loan, the term
"Business Day" shall in addition exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

"CAPITAL EXPENDITURES" shall mean, with respect to any period,
the aggregate of all expenditures (whether paid in cash or accrued as
liabilities and including expenditures for capitalized lease obligations) by
Smith Environmental or any of its Subsidiaries during such period that are
required by GAAP to be included in or reflected by the property, plant or
equipment or similar fixed asset accounts (or in intangible accounts subject to
amortization) in the consolidated balance sheet of Smith Environmental.

"CAPITAL LEASE" shall mean any lease of any property (whether
real, personal or mixed) by any Borrower as lessee which, in conformity with
GAAP, is, or is required to be, accounted for as a capital lease on the balance
sheet of such Borrower.

"CAPITALIZED LEASE OBLIGATION" shall mean an obligation to pay
rent or other amounts under any Capital Lease, and for purposes hereof the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

"CASH INTEREST EXPENSE" shall mean, with respect to any Person
for any period, the Interest Expense of such Person, less all non-cash items
constituting Interest Expense during such period (including, without
limitation, amortization of debt discounts and payments of interest on
Indebtedness by issuance of Indebtedness).

"CHANGE OF CONTROL" shall mean:

(a) the acquisition by any Person or group (as
such term is defined in Section 13(d)(3) of the Securities
Exchange Act) of a direct or indirect majority in interest
(more than 50%) of the voting stock of Smith Environmental by
way of merger or consolidation or otherwise;

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(b) Smith Environmental at any time, legally or
beneficially (and free of any liens other than in favor of the
Agent, for the ratable benefit of the Lenders), owns less than
100% of the outstanding capital stock of any of the
Subsidiaries other than Soil Tech ATP Systems, Inc.; or

(c) the occurrence of a "Change of Control"
under, and as defined under, the CVC Note Purchase Agreement
as in effect on the date of execution thereof.

"CLOSING DATE" shall mean the date upon which the initial Loan
is made.

"CLOSING DOCUMENT LIST" shall have the meaning specified in
paragraph 15 hereof.

"CODE" shall mean the Internal Revenue Code of 1986, all
amendments thereto, successor statutes and regulations promulgated thereunder.

"COLLATERAL" shall mean all of the personal property described
in paragraph 7 hereof and in the Key Man Life Insurance Policies, all of the
real property described in the Mortgages, together with all other real or
personal property of any Obligor or any other Person now or hereafter pledged
to the Agent to secure, either directly or indirectly, repayment of any of the
Liabilities.

"COMMITMENT" of each Lender shall mean its Revolving Loan
Commitment and its Term Loan Commitment.

"CONSENT JUDGMENT" shall mean the consent judgment in the
principal amount of $2,520,000 against Riedel in favor of the United States of
America, together with the Terms of Payment attached thereto as Exhibit 1,
executed and delivered by Riedel in connection with that certain Settlement
Agreement dated November 18, 1994 by and among Riedel, Smith Environmental and
the United States of America.

"CONSOLIDATED BORROWING BASE" shall have the meaning specified
in paragraph 2(b) hereof.

"CONTAMINANT" shall mean all Hazardous Materials and all those
substances which are regulated by or form the basis of liability under Federal,
state or local environmental, health and safety statutes or regulations
including, without limitation, asbestos, polychlorinated biphenyls ("PCBs"),
and radioactive substances, or any other material or substance which
constitutes a material health, safety or environmental hazard to any person or
property.

"CONTINUATION" shall have the meaning specified in paragraph
6(c) hereof.

"CONVERSION" shall have the meaning specified in paragraph
6(c) hereof.

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<PAGE> 9
"CVC" shall mean 399 Venture Partners, Inc., a Delaware
corporation.

"CVC BRIDGE NOTES" shall mean each of Smith Environmental's
Convertible Senior Notes initially due eleven (11) months from the date of
issuance thereof in the aggregate principal amount of $2,000,000, issued
pursuant to the CVC Note Purchase Agreement.

"CVC NOTES" shall mean each of Smith Environmental's
Convertible Senior Subordinated Notes due 2004 in the aggregate principal
amount of $10,000,000, issued pursuant to the CVC Note Purchase Agreement.

"CVC NOTE PURCHASE AGREEMENT" shall mean the Amended and
Restated Note Purchase Agreement between Smith Environmental and CVC, dated as
of November 15, 1994 and amended pursuant to the First Amendment to Amended
and Restated Note Purchase Agreement dated as of October 18, 1995.

"DEFAULT" shall mean any event, condition or default which
with the giving of notice, the lapse of time or both would be an Event of
Default.

"DEFAULTING LENDER" shall have the meaning specified in
paragraph 2(h) hereof.

"DOLLARS" and the sign "$" shall mean and refer to U.S.
dollars.

"EBITDA" shall mean, with respect to any period, net income
after taxes for such period (excluding any after-tax gains or losses on the
sale of assets and excluding other after-tax extraordinary gains or losses)
plus interest expense, income tax expense, depreciation and amortization for
such period, plus or minus any other non-cash charges or gains which have been
subtracted or added in calculating net income after taxes for such period.

"ELIGIBLE ACCOUNT" shall mean an Account (x) owing to an
Account Owner and (y) which is acceptable to the Agent in its commercially
reasonable credit judgment. The Agent shall, in general, consider an Account
to be an Eligible Account if it meets, and so long as it continues to meet, the
following requirements:

(i) it is genuine and in all respects is what it purports
to be;

(ii) it is owned by such Account Owner and such Account
Owner has the right to subject it to a security interest in
favor of the Agent;

(iii) it arises from the performance of services or other
operations by such Account Owner and such services or other
operations have been performed or delivered to and accepted by
the Account Debtor thereunder;

(iv) it is evidenced by an invoice rendered to the Account
Debtor thereunder and (A) is due and payable not more than
thirty (30) days after the date of the invoice and does not
remain unpaid more than ninety (90) days past the stated due
date thereof or (B) does not remain unpaid more than one
hundred and twenty

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<PAGE> 10
(120) days after the date of the invoice; provided, however,
that if more than fifty percent (50%) (which percentage shall
automatically decrease to twenty-five percent (25%) on the
date coinciding with the first anniversary of the Closing
Date) of the aggregate dollar amount of invoices owing by a
particular Account Debtor remain unpaid for (X) 90 days
following the respective due dates thereof, in the case of
invoices containing terms described in clause (A) hereof or
(Y) 120 days following the respective issuance dates thereof,
in the case of invoices containing terms described in clause
(B) hereof, then all Accounts owing to each Account Owner by
that Account Debtor shall be deemed ineligible, and provided
further that not more than $2,500,000 of the aggregate amount
of Accounts which are due and payable more than thirty (30)
days after the date of invoice and which remain unpaid more
than ninety (90) days but not more than one hundred and twenty
(120) days after the date of invoice, together with Accounts
which are due and payable not more than thirty (30) days after
the date of invoice and which remain unpaid more than sixty
(60) days but not more than ninety (90) days after the date of
invoice shall be deemed to be Eligible Accounts;

(v) it is not subject to any prior assignment, claim,
lien, security interest or encumbrance whatsoever, other than
Permitted Liens;

(vi) it is a valid, legally enforceable and unconditional
obligation of the Account Debtor thereunder, and is not
subject to setoff, counterclaim, credit, allowance or
adjustment by such Account Debtor, or to any claim by such
Account Debtor denying liability thereunder in whole or in
part;

(vii) it does not arise out of a contract or order which
fails in any material respect to comply with the requirements
of applicable law;

(viii) the Account Debtor thereunder is not a director,
officer, employee or agent of such Account Owner, or a
Subsidiary, Parent or Affiliate of such Account Owner;

(ix) it is not an Account with respect to which the
Account Debtor is the United States of America or any
department, agency or instrumentality thereof, unless such
Account Owner assigns its right to payment of such Account to
the Agent, pursuant to, and in full compliance with, the
Assignment of Claims Act of 1940, as amended; provided,
however, that an Account currently existing, or created or
arising during the 120 consecutive day period following the
Closing Date shall not be ineligible pursuant to this
paragraph 1(a)(ix) solely because such Account Owner has not
assigned such Account to the Agent pursuant to or has
otherwise not complied with such Act;

(x) it is not an Account with respect to which the
Account Debtor is located in a state which requires such
Account Owner, as a precondition to commencing or maintaining
an action in the courts of that state, either to (A) receive a
certificate of authority to do business and be in good
standing in such state, or (B)

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file a notice of business activities report or similar report
with such state's taxing authority, unless (x) such Account
Owner has taken one of the actions described in clauses (A) or
(B), (y) the failure to take one of the actions described in
either clause (A) or (B) may be cured retroactively by such
Account Owner at its election, or (z) such Account Owner has
proven, to the Agent's satisfaction, that it is exempt from
any such requirements under any such state's laws;

(xi) it is an Account which arises out of a sale made in
the ordinary course of such Account Owner's business;

(xii) the Account Debtor is a resident or citizen of, and
is located within, the United States of America, unless (A)
payment thereof is secured by a letter of credit containing
terms and issued by a financial institution acceptable to the
Agent or (B) approval is otherwise given in writing by the
Agent;

(xiii) it is not an Account with respect to which the
Account Debtor's obligation to pay is conditional upon the
Account Debtor's approval of the services, or, if such payment
is conditional upon such Account Debtor's approval, such
Account Debtor has not, within the thirty (30) consecutive day
period following its receipt of the invoice relating to such
Account, given notice to any Account Owner that such Account
Debtor does not approve of such services (it being understood
that upon its receipt of such notice, such Account Owner shall
immediately advise the Agent thereof in writing and such
Account shall immediately cease to be an Eligible Account);

(xiv) it is not an Account (A) with respect to which any
representation or warranty contained in this Agreement is
untrue or (B) which violates any of the covenants of such
Account Owner contained in this Agreement;

(xv) it is not an Account which, when added to a
particular Account Debtor's other indebtedness to all Account
Owners, exceeds the lesser of ten percent (10%) of the
aggregate of all Account Owners' Accounts or a credit limit
determined by the Agent in its reasonable credit judgment for
that Account Debtor, provided, however, that Accounts excluded
from Eligible Accounts solely by reason of this paragraph
1(a)(xv) shall be Eligible Accounts to the extent of such
credit limit, and provided further that any Account Debtor
which is an agency within or a department of (A) the federal
government of the United States or (B) the state government of
one of the United States, shall not be included for purposes
of this paragraph 1(a)(xv);

(xvi) it does not consist of costs in excess of billed
amounts, unbilled amounts or retainage, unless such retainage
(A) is billed and evidenced by a separate invoice therefor and
(B) such Account Owner has reported such retainage to the
Agent pursuant to paragraph 11 hereof in such detail as the
Agent shall require, in its commercially reasonable credit
judgment; and

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<PAGE> 12
(xvii) it is not an Account with respect to which the
prospect of payment or performance by the Account Debtor is or
will be impaired, as determined by the Agent in its
commercially reasonable credit judgment.

"ELIGIBLE UNBILLED ACCOUNT" shall mean an Unbilled Account
which is generally acceptable to the Agent in its commercially reasonable
judgment. The Agent shall, in general, consider an Unbilled Account to be an
Eligible Unbilled Account if it meets, and so long as it meets, the following
requirements:

(i) the work performed or service rendered in respect thereof
has been completed in its entirety and such Unbilled Account
does not arise from the use of the percentage of completion
method of accounting;

(ii) the work performed or service rendered in respect
thereof has been completed less than forty-five (45) days
prior to the submission of such Unbilled Account to the Agent
for the purpose of making a Revolving Loan against such
Unbilled Account and on or before the forty-fifth day
following the completion of such work or service, such
Unbilled Account has been actually billed as an Account; and

(iii) upon the billing of such Unbilled Account as an
Account, such Account shall meet all of the eligibility
requirements set forth in the definition of the term Eligible
Account.

"ENVIRONMENTAL CLAIM" shall mean any written notice of
violation, claim, demand, abatement or other order by any governmental
authority or any person for personal injury (including sickness, disease or
death), tangible or intangible property damage, damage to the environment,
nuisance, pollution, contamination or other adverse effects ont he environment,
or for fines, penalties or deed or use restrictions, resulting from or based
upon (i) the existence, or the continuation of the existence, of a Release
(including, without limitation, sudden or non-sudden, accidental or
nonaccidental Releases), of, or exposure to, any Contaminant at, in, by or from
any of the properties of the Borrowers or their Subsidiaries, (iii) the
environmental aspects of the transportation, storage, treatment or disposal of
Contaminants in connection with the operation of any of the properties of the
Borrowers or their Subsidiaries or (iii) the violation, or alleged violation by
the Borrowers or any of their Subsidiaries, of any statutes, ordinances,
orders, rules, regulations, Permits or licenses of or from any governmental
authority, agency or court relating to environmental matters connected with any
of the properties of the Borrowers or their Subsidiaries, under any applicable
Environmental Law.

"ENVIRONMENTAL LAWS" shall mean the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601
et seq.), the Hazardous Material Transportation Act (49 U.S.C. Section 1801 et
seq.), the Resource, Conservation and Recovery Act (42 U.S.C. Section
6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251
et seq.), the Oil Pollution Act of 1990 (P.L. 101-380), the Safe Drinking
Water Act (42 U.S.C.

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<PAGE> 13
Section 300(f), et seq.), the Clear Air Act (42 U.S.C. Section 7401 et seq.),
the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601 et seq.),
the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136
et seq.) and the Occupational Safety and Health Act (29 U.S.C. Section 651 et
seq.), as such laws have been and hereafter may be amended or supplemented, and
any related or analogous present or future Federal, state or local statutes,
rules, regulations, ordinances, licenses, permits and interpretations and
orders of regulatory and administrative bodies.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, 29 U.S.C. Section Section 1000 et. seq., and any amendments thereto,
successor statutes and regulations promulgated thereunder.

"ERISA AFFILIATE" shall mean any entity which together with
any Borrower or any of its Subsidiaries would be deemed to be a "single
employer" within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

"ESOP" shall mean The BCM Engineers Inc. Second Restatement of
Employee Stock Ownership Plan as in effect immediately prior to the BCM Merger.

"EURODOLLAR BASE RATE" shall mean, with respect to any
Eurodollar Loan for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the rate at which
dollar deposits approximately equal in principal amount to the Eurodollar Loan
of the Agent and for a maturity equal to the applicable Interest Period are
offered in immediately available funds to the London branch of the Agent by
leading banks in the London interbank market for Eurodollars at approximately
11:00 A.M., London time, two (2) Business Days prior to the first day of such
Interest Period.

"EURODOLLAR LOAN" shall mean a Eurodollar Revolving Loan or a
Eurodollar Term Loan.

"EURODOLLAR RATE" shall mean, with respect to any Eurodollar
Loan for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the product of (i) the Eurodollar
Base Rate in effect for such Interest Period and (ii) Statutory Reserves. For
purposes hereof, "Statutory Reserves" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including, without limitation, any marginal, special, emergency, or
supplemental reserves) expressed as a decimal established by the Board of
Governors of the Federal Reserve System and any other banking authority to
which any Lender is subject with respect to the Eurodollar Rate for
Eurocurrency Liabilities (as defined in Regulation D of such Board). Such
reserve percentages shall include, without limitation, those imposed under such
Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency
Liabilities and as such shall be deemed to be subject to such reserve
requirements without benefit of or credit for proration, exceptions or offsets
which may be available from time to time to any Lender under such Regulation D.
Statutory Reserves shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.

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<PAGE> 14
"EURODOLLAR REVOLVING LOAN" shall mean a Revolving Loan that
bears interest based on the Eurodollar Rate.

"EURODOLLAR TERM LOAN" shall mean a Term Loan, or portion
thereof, that bears interest based on the Eurodollar Rate.

"EVENT OF DEFAULT" shall have the meaning specified in
paragraph 16 hereof.

"EXCESS AVAILABILITY" shall mean, as to each Borrower, as of
any date of determination by the Agent, the excess, if any, of (i) in the case
of Smith Environmental, the Smith Environmental Borrowing Base, in the case of
BCM, the BCM Borrowing Base and in the case of Riedel, the Riedel Borrowing
Base over (ii) in each case the outstanding Revolving Loans and Letter of
Credit Obligations of such Borrower. For purposes of calculating a Borrower's
Excess Availability and the amount of the Borrowing Base relating thereto, the
Agent may, in the exercise of its commercially reasonable credit judgment,
establish a reserve in an aggregate amount based on such Borrower's outstanding
trade payables which are not current or which are past due in any material
respect, as of such date of determination, to the extent thereof.

"EXCESS CASH FLOW" shall mean as to each Borrower for any
period, the excess, if any, of (i) the Net Income for such period, plus
depreciation and amortization of such Borrower for such period, plus (or minus,
as the case may be) any change in deferred taxes for such period, plus (or
minus, as the case may be) any change in working capital for such period over
(ii) the aggregate amount of Capital Expenditures made during such period by
such Borrower plus the payments of principal on indebtedness of such Borrower
scheduled to be made during such period.

"EXCLUDED COLLATERAL" shall mean the property described in
Exhibit D.

"EXHIBIT A" shall mean the exhibit entitled Exhibit A -
Business and Collateral Locations, which is attached hereto and made a part
hereof.

"EXHIBIT B" shall mean the exhibit entitled Exhibit B - form
of Assignment and Assumption Agreement, which is attached hereto and made a
part hereof.

"EXHIBIT C" shall mean, collectively, the exhibits entitled
Exhibit C-1 - form of Revolving Note and Exhibit C-2 - form of Term Note, each
of which is attached hereto and made a part hereof.

"EXHIBIT D" shall mean the exhibit entitled Exhibit D -
Excluded Collateral, which is attached hereto and made a part hereof.

"FFO" shall mean, for any period, the sum of (a) Net Income of
Smith Environmental and its Subsidiaries, for such period, plus, (b)
depreciation and amortization of Smith Environmental and its Subsidiaries for
such period, plus (c) for the period during which the following shall been
taken, writeoffs of financing costs in connection with the refinancing

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<PAGE> 15
of the Borrowers' indebtedness arising under the Loan and Security Agreement
dated as of September 28, 1994, as amended, among the Borrowers, the lenders
which are parties thereto, and LaSalle Business Credit, Inc., as agent, plus
(d) deferred federal, state and local income taxes for such period.

"FUNDED INDEBTEDNESS" shall mean, with respect to any Person,
the Liabilities and all other Indebtedness which matures more than one year
from the date of determination or matures within one year from such date but is
renewable or extendible, at the option of the debtor, to a date more than one
year from such date or arises under a revolving credit or similar agreement
which obligates the lender or lenders to extend credit during a period of more
than one year from such date including, without limitation, all Subordinated
Indebtedness and all amounts of Funded Indebtedness required to be paid or
prepaid within one year from the date of determination.

"GAAP" shall mean generally accepted accounting principles and
policies in the United States as in effect from time to time.

"GOULD EQUIPMENT" shall mean the machinery owned by Smith
Environmental and installed at an environmental remediation site located in or
about Portland, Oregon, title to which is in Gould, Inc.

"GOVERNMENTAL AUTHORITY" shall mean any nation or government,
any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"HAZARDOUS MATERIAL" shall mean any pollutant, contaminant,
chemical, or industrial or hazardous, toxic or dangerous waste, substance or
material, defined or regulated as such in (or for purposes of) any
Environmental Law and any other toxic, reactive, or flammable chemicals,
including (without imitation) any asbestos, any petroleum (including crude oil
or any fraction), any radioactive substance and any polychlorinated biphenyls;
provided, in the event that any Environmental Law is amended so as to broaden
the meaning of any term defined thereby, such broader meaning shall apply
subsequent to the effective date of such amendment; and provided, further, to
the extent that the applicable laws of any state establish a meaning for
"hazardous material." "hazardous substance," "hazardous waste," "solid waste"or
"toxic substance" which is broader than that specified in any Environmental
Law, such broader meaning shall apply.

"INDEBTEDNESS" shall mean, with respect to any Person, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments or upon which interest charges
are customarily paid, (c) all obligations of such Person for the deferred
purchase price of property or services, excluding current accounts payable
arising in the ordinary course of business but including that portion of
accounts payable which are overdue beyond such period as is commercially
reasonable for such Person's business and which exceed, in the aggregate
outstanding amount, as of any date of determination, the total amount of such
overdue accounts payable as were outstanding on the Closing Date, (d) all
obligations of such

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<PAGE> 16
Person under conditional sale or other title retention agreements relating to
property purchased by such Person and all Capitalized Lease Obligations, (e)
all payment obligations of such Person with respect to interest rate, current
protection, "cap", "collar" or other such hedging agreement, (f) all
obligations of such Person as an account party under any letter of credit or in
respect of bankers' acceptances, (g) all obligations of any third party secured
by property or assets of such Person (regardless of whether or not such Person
is liable for repayment of such obligations), (h) all guarantees of such
Person, (i) the redemption price of all redeemable preferred stock of such
Person, but only to the extent that such stock is redeemable at the option of
the holder or requires sinking fund or similar payments at any time prior to
the date which coincides with the fourth anniversary of the Closing Date, (j)
all obligations, liabilities and indebtedness in respect of equity or debt
commitments or to pay liquidated damages under any contract, guarantee, support
or maintenance agreement or "take-or-pay" agreement or otherwise (without
duplication with clause (h)), and (k) all obligations, liabilities and
indebtedness for liabilities in respect of unfunded vested benefits under plans
covered by Title IV of ERISA.

"INDEMNIFIED PARTY" shall have the meaning specified in
paragraph 19 hereof.

"INTEREST EXPENSE" shall mean, with respect to any Person for
any period, the interest expense of such Person during such period determined
on a consolidated basis in accordance with GAAP, and shall in any event
include, without limitation, (i) the amortization of debt discounts, (ii) the
amortization of all fees payable in connection with the incurrence, of
Indebtedness to the extent included in interest expense, (iii) the portion of
any Capitalized Lease Obligation allocable to interest expense, (iv) all fixed
and all calculable dividend payments on preferred stock, and (v) payments of
interest expense in kind.

"INTEREST PERIOD" shall mean for any Eurodollar Loan the
period commencing on the date of the borrowing thereof and ending one, two,
three or six months thereafter, provided, however, that no Borrower may select
an Interest Period that ends after the Revolving Credit Term, in the case of
Eurodollar Revolving Loans, or the date upon which the last scheduled
installments of principal of the Term Loans are due, in the case of Eurodollar
Term Loans. Whenever the last day of an Interest Period would otherwise occur
on a day other than a Business Day, the last day of such Interest Period shall
be extended to occur on the next succeeding Business Day, provided that if such
extension would cause the last day of such Interest Period to occur in the next
following calendar month, the last day of such Interest Period shall occur on
the next preceding Business Day.

"ISSUING BANK" shall mean Chemical or any other Lender or
other financial institution that is acceptable to the Agent and the Borrowers,
which may at any time issue or be requested to issue a Letter of Credit.

"JUNIOR SECURITIES" shall mean (i) the CVC Notes and the CVC
Bridge Notes, (ii) the shares of non-voting preferred stock of Smith
Environmental, of which 76,218 are outstanding as of the Closing Date, all of
which, as of the Closing Date, have been issued to and are held by the ESOP,
(iii) any debt securities arising from the exchange or conversion, in
accordance with the terms of the ESOP, upon the retirement of a Person who is
an employee of a Borrower or its Affiliate and a plan participant in the ESOP,
of the securities described in

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<PAGE> 17
clause (ii) hereof and (iv) promissory notes or debt securities evidencing
other Subordinated Indebtedness.

"KEY MAN LIFE INSURANCE POLICIES" shall mean the policies of
insurance issued by Transamerica Occidental Life Insurance Company, insuring
the lives of E. Brian Smith and William T. Campbell, policy numbers 41079917
and 41080095, respectively, in the amounts of $5,000,000 and $1,000,000,
respectively.

"KIND" shall mean, with respect to any Loan, whether such Loan
is a Revolving Loan or a Term Loan.

"LENDER ADVANCES" shall have the meaning specified in
paragraph 2(d) hereof.

"LETTER OF CREDIT FEES" shall have the meaning specified in
paragraph 5(e) hereof.

"LETTERS OF CREDIT" shall mean those stand-by letters of
credit issued for a Borrower's account in accordance with the terms of
paragraph 4 hereof.

"LETTER OF CREDIT OBLIGATIONS" shall mean, as of any date of
determination, the sum of (i) the aggregate undrawn amount of all Letters of
Credit and (ii) the aggregate unreimbursed amount of all drawn Letters of
Credit.

"LEVERAGE RATIO" shall mean, with respect to any period, the
ratio of (A) Senior Funded Indebtedness for such period to (B) EBITDA for such
period minus Capital Expenditures made during such period.

"LEVERAGE RATIO CERTIFICATE" shall mean a certificate
attesting that, for the period with respect to which such certificate is being
delivered, Smith Environmental and its Subsidiaries, on a consolidated basis,
have maintained a Leverage Ratio as set forth in such certificate, based on and
as calculated in accordance with, the financial statements of Smith
Environmental and its Subsidiaries, on a consolidated basis, for the period or
periods with respect to which such Leverage Ratio shall have been calculated.

"LIABILITIES" shall mean any and all obligations, liabilities
and indebtedness of Borrowers to the Agent and the Lenders or to the parent,
affiliate or subsidiary of any of them, of any and every kind and nature,
howsoever created, arising under or relating to the Agreement, the Other
Agreements, or any transaction or arrangement contemplated hereunder or
thereunder, howsoever evidenced or owned, held or acquired, whether now or
hereafter existing, whether now due or to become due, whether primary,
secondary, direct, indirect, absolute, contingent or otherwise (including,
without limitation, obligations of performance), whether several, joint or
joint and several, or by operation of law.

"LOAN" or "LOANS" shall mean any and all Revolving Loans and
Term Loans made by the Lenders to Borrowers pursuant to paragraphs 2 and 3
hereof and all other loans,

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<PAGE> 18
advances and financial accommodations made by the Lenders to or on behalf of
Borrowers hereunder.

"LOCK BOX" and "BLOCKED ACCOUNT" shall have the meanings
specified in paragraph 10 hereof.

"MAJORITY LENDERS" shall mean those Lenders holding in the
aggregate more than seventy percent (70%) of the Commitments, or if the
Revolving Loan Commitments are terminated, those Lenders owed more than seventy
percent (70%) of the Revolving Loans, the Term Loans and Letter of Credit
Obligations then outstanding.

"MANDATORY PREPAYMENT DATE" shall have the meaning specified
in paragraph 3(b) hereof.

"MATERIAL ADVERSE EFFECT" shall mean with respect to any
event, act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration or governmental investigation or
proceeding), whether singly or in conjunction with any other event or events,
act or acts, condition or conditions, occurrence or occurrences, whether or not
related, a material adverse change in, or a material adverse effect upon, any
of the business, property, assets, operations, condition (financial or
otherwise) or prospects of Smith Environmental and BCM and their respective
Subsidiaries, taken as a whole.

"MORTGAGE" shall mean each mortgage or deed of trust executed
by a Borrower or other Obligor in favor of the Agent for the ratable benefit of
the Lenders to secure the Liabilities.

"MULTIEMPLOYER PLAN" shall mean a "multiemployer plan", as
defined in Section 4001 (a)(3) of ERISA to which any Borrower, any of its
Subsidiaries or any ERISA Affiliate has contributed within the past six (6)
years or with respect to which such Borrower or any of its Subsidiaries may
incur any liability.

"NET INCOME" (or Net Loss) shall mean, with respect to any
Person and its subsidiaries, on a consolidated basis, for any period, the
aggregate income (or loss) of such Person for such period which shall be an
amount equal to net revenues and other proper items of income for such Person,
less the aggregate for such Person of any and all items that are treated as
expenses under GAAP, less Federal, state and local income taxes, but excluding
any extraordinary gains or losses or any gains or losses from the sale or
disposition of assets other than in the ordinary course of business, and less
dividends paid in cash during such period, all computed and calculated in
accordance with GAAP applied on a consistent basis.

"NO DEFAULT CERTIFICATE" shall mean a certificate attesting
that, for the period with respect to which such certificate is being delivered,
no Default or Event of Default has occurred and is then continuing, or if such
Default or Event of Default is then continuing, a description thereof in
reasonable detail, together with a description of the steps the management of
Smith Environmental expects to take in order to remedy such Default or Event of
Default. Each No Default Certificate shall include in reasonable detail a
calculation of all financial levels,

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<PAGE> 19
expenditures and ratios which the Borrowers are obligated to maintain pursuant
to paragraph 14(o) hereof.

"NOTE" shall mean a Revolving Note or a Term Note.

"OBLIGOR" shall mean each Borrower, BCM-Alabama and each
Person who is or shall become primarily or secondarily liable for any of the
Liabilities, provided, however, that such term shall not include any Account
Debtor.

"OTHER AGREEMENTS" shall mean all agreements, instruments and
documents including, without limitation, guaranties, mortgages, trust deeds,
pledges, powers of attorney, consents, assignments, contracts, notices,
security agreements, subordination agreements, leases, financing statements and
all other writings heretofore, now or from time to time hereafter executed by
or on behalf of a Borrower, an Obligor or any other Person and delivered to the
Agent or the Lenders or to any parent, affiliate or subsidiary of the Agent or
the Lenders in connection with the Liabilities or the transactions contemplated
hereby, in each case as any of the same may be amended.

"PARENT" shall mean any Person now or at any time or times
hereafter owning or controlling (alone or with any other Person) at least a
majority of the issued and outstanding shares of voting stock of a Borrower or
any Subsidiary.

"PERMITS" shall mean all licenses, permits, approvals and
consents, including, without limitation, all environmental, health and safety
licenses, permits, approvals and consents material to the business of a
Borrower or Account Owner.

"PERMITTED LIENS" shall mean (i) statutory liens of landlords,
carriers, warehousemen, mechanics, materialmen or suppliers incurred in the
ordinary course of business and securing amounts not yet due or declared to be
due by the claimant thereunder, (ii) liens or security interests in favor of
the Agent or the Lenders hereunder securing the Liabilities, (iii) zoning
restrictions and easements, rights of way, licenses, covenants and other
restrictions affecting the use of real property that do not individually or in
the aggregate have a material adverse effect on a Borrower's ability to use
such real property for its intended purpose in connection with such Borrower's
business, (iv) liens securing the payment of taxes or other governmental
charges not yet delinquent or being contested in good faith and by appropriate
proceedings, (v) liens incurred or deposits made in the ordinary course of
either Borrower's business in connection with Capitalized Leases or purchase
money security interests for purchases of, and applying only to, Equipment or
other capital assets included in the permitted borrowings under paragraph 13(q)
or permitted as Capital Expenditures under paragraph 14(o)(vi), the documents
relating to such liens to be in form and substance acceptable to the Agent,
(vi) liens securing indebtedness owing by any Subsidiary to Borrower to the
extent such indebtedness is permitted under paragraph 14(m), or to any other
Subsidiary of Borrower, (vii) deposits and/or liens to secure performance of
bids, trade contracts, leases and statutory obligations (to the extent not
excepted elsewhere herein); (viii) liens specifically permitted by the Agent in
writing as set forth on Schedule 1(a) attached hereto; (ix) any lien arising
out of the refinancing, extension, renewal or refunding of any indebtedness
secured by a lien permitted

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<PAGE> 20
by any of the foregoing clauses (i) and clauses (iii) through (viii) inclusive,
provided that (a) such indebtedness is not secured by any additional assets and
(b) the amount of such indebtedness is not increased, (x) pledges or deposits
in connection with worker's compensation, unemployment insurance and other
social security legislation, (xi) grants of security and rights of setoff in
deposit accounts, securities and other properties held at banks or financial
institutions to secure the payment or reimbursement under overdraft, acceptance
and other facilities, (xii) rights of setoff, banker's lien and other similar
rights arising solely by operation of law and (xiii) the liens of the United
States of America against Riedel's Equipment and against Riedel's real property
located in Torrance, California and Chesterfield, Missouri, which liens secure
the payment of the obligations owing by Riedel to the United States of America
pursuant to the Consent Judgment.

"PERSON" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, institution, entity, party or foreign or United States government
(whether federal, state, county, city, municipal or otherwise), including,
without limitation, any instrumentality, division, agency, body or department
thereof.

"PLAN" shall mean any Benefit Plan, Multiemployer Plan or
Retiree Health Plan, or any employee benefit plan, fund, program or
arrangement, whether oral or written, maintained or contributed to by a
Borrower or any of its Subsidiaries, or with respect to which any of them may
incur liability.

"PROPORTIONATE SHARE" of a Lender, the phrase "pro rata" and
the term "ratable" shall each mean a fraction, expressed as a percentage,
obtained by dividing such Lender's Commitment by the Total Credit Facility, or
if the Revolving Loan Commitments are terminated, by dividing (i) the sum of
that portion of the principal balance of the then outstanding Revolving Loans
and Term Loans owing to such Lender plus that portion of the then outstanding
Letter of Credit Obligations in which such Lender has purchased a participation
by (ii) the sum of the principal balance of the then outstanding Revolving
Loans and Term Loans plus the then outstanding Letter of Credit Obligations.

"RECAPTURE AMOUNT" shall have the meaning specified in
paragraph 3(b) hereof.

"RELEASE" shall mean any releasing, spilling, leaking,
seepage, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping, in each case as defined under
applicable Environmental Law, and shall include any "Threatened Release," as
defined under applicable Environmental Law.

"REGISTER" shall have the meaning specified in paragraph 23(c)
hereof.

"REMEDIAL WORK" shall mean any investigation, site monitoring,
containment, cleanup, removal, restoration or other remedial work of any kind
or nature with respect to any property owned or leased by the Borrowers or
their Subsidiaries, including, without imitation, with respect to Contaminants
and the Release thereof required in order to comply with Environmental Laws.

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<PAGE> 21
"REQUIREMENT OF LAW" shall mean as to any Person, the
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

"RETIREE HEALTH PLAN" shall mean an "employee welfare benefit
plan" within the meaning of Section 3(1) of ERISA, and any other plan, program
or arrangement, whether oral or written, that provides benefits to persons
after termination of employment, other than as required by Section 601 ERISA
and Section 4980B of the Code.

"REVOLVING CREDIT TERM" shall have the meaning specified in
paragraph 12 hereof.

"REVOLVING LINE OF CREDIT" shall mean the sum of $28,500,000,
as such amount may be increased or decreased in accordance with the terms of
this Agreement.

"REVOLVING LOANS" shall have the meaning specified in
paragraph 2 hereof.

"REVOLVING LOAN COMMITMENT" of a Lender shall mean its
commitment to make Revolving Loans and to purchase a participation interest in
Letters of Credit, up to the amount set forth opposite its name on Annex I, as
such amount may be reduced from time to time.

"REVOLVING NOTE" shall mean a promissory note dated as of the
Closing Date, executed severally by the Borrowers to the order of a Lender in
the original principal amount of such Lender's Revolving Loan Commitment, in
substantially the form of Exhibit C-1, or any promissory note or notes executed
in replacement thereof pursuant to paragraph 23(c), in each case as the same
may be amended, modified or restated from time to time.

"RIEDEL BORROWING BASE" shall have the meaning specified in
paragraph 2 hereof.

"RIEDEL SUBLINE" shall have the meaning specified in paragraph
2 hereof.

"SENIOR FUNDED INDEBTEDNESS" shall mean (i) all Liabilities
under this Agreement (including, without limitation, all principal, interest
and premium with respect to the Loans and all obligations with respect to
Letters of Credit) and all obligations directly or indirectly owing to Chemical
with respect to interest rate, currency protection, "cap", "collar" or other
such hedging agreement, (ii) all other Indebtedness, the payment or performance
of which is secured by a lien or security interest and (iii) all Capitalized
Lease Obligations.

"SETTLEMENT DATE" and "SETTLEMENT PERIOD" shall have the
meaning specified in paragraph 2(e) hereof.

"SMITH ENVIRONMENTAL BORROWING BASE" shall have the meaning
specified in paragraph 2 hereof.

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<PAGE> 22
"SMITH ENVIRONMENTAL SUBLINE" shall have the meaning specified
in paragraph 2 hereof.

"STOCK ISSUANCE" shall mean (i) the cancellation pursuant to
the BCM Merger of each share of common stock of BCM-Parent held by BCM Merger
Corp. or held in the treasury of BCM-Parent immediately prior to the BCM
Merger, (ii) the conversion pursuant to the BCM Merger of all other shares of
common stock of BCM-Parent issued and outstanding immediately prior to the
Merger into the right to receive $19.25 per share, (iii) the conversion
pursuant to the BCM Merger of each share of common stock of BCM Merger Corp.
issued and outstanding immediately prior to the Merger into one hundred (100)
new shares of common voting stock of BCM-Parent, owned beneficially and of
record by Smith Environmental, and (iv) the issuance by Smith Environmental of
78,000 shares of non-voting preferred stock to the ESOP, all of the foregoing
events having occurred on or about September 28, 1994 pursuant to the terms of
the Agreement and Plan of Merger dated August 17, 1994, by and among Smith
Environmental, BCM-Parent, BCM Merger Corp., and the trustees of the ESOP.

"SUBLINE" shall mean the Smith Environmental Subline, the BCM
Subline or the Riedel Subline, as the case may be.

"SUBORDINATED INDEBTEDNESS" shall mean, with respect to any of
the Borrowers, Indebtedness subordinated in right of payment to such Person's
monetary obligations under this Agreement upon terms satisfactory to and
approved in writing by the Agent, to the extent it does not by its terms mature
or become subject to any mandatory prepayment or amortization of principal
prior to the date which coincides with the fourth anniversary of the Closing
Date, and shall in any event include Indebtedness of one or more of the
Borrowers pursuant to clause (i) of the definition of the term Junior
Securities.

"SUBSIDIARY" shall mean any corporation of which more than
fifty percent (50%) of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time stock of any other class of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time, directly or indirectly, owned by a Borrower or
by any partnership or joint venture of which more than fifty percent (50%) of
the outstanding equity interests are at the time, directly or indirectly, owned
by such Borrower.

"SUCCESSOR PLAN" shall mean the ESOP as converted into a
"profit sharing plan" pursuant to the Code and the regulations thereunder.

"TANGIBLE NET WORTH" shall mean, with respect to any Person as
of any date of determination, the net worth of such Person as of such date,
calculated in accordance with GAAP, consistently applied, minus the book value
of all assets classified as intangible under GAAP, including, without
limitation, goodwill, deferred taxes, trademarks, trade names, patents,
copyrights and licenses, plus the outstanding principal balance as of such date
of all debt securities which are Junior Securities and the value as of such
date of all equity securities which are Junior Securities, such value to be
based on the amount carried on the books of the issuer

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<PAGE> 23
of such equity securities and reflected on its balance sheet as of the most
recently ended financial period.

"TERMINATION EVENT" shall mean (i) a Reportable Event with
respect to any Benefit Plan or Multiemployer Plan; (ii) the withdrawal of any
Borrower, any of its Subsidiaries or any ERISA Affiliate from a Benefit Plan
during a plan year in which it was a 'substantial employer' (as defined in
Section 4001(a)(2)of ERISA); (iii) the providing of notice of intent to
terminate a Benefit Plan in a distress termination (as described in Section
4041(c)of ERISA); (iv) the institution by the Pension Benefit Guaranty
Corporation of proceedings to terminate a Benefit Plan or Multiemployer Plan;
(v) any event or condition (A) which is reasonably likely to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Benefit Plan or Multiemployer Plan or (B) that is
reasonably likely to result in termination of a Multiemployer Plan pursuant to
Section 4041A of ERISA; or (vi) the partial or complete withdrawal, within the
meaning of Section 4205 and 4203, respectively, of ERISA, of any Borrower, any
of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan.

"TERM LOANS" shall have the meaning specified in paragraph 3
hereof.

"TERM LOAN COMMITMENT" of a Lender shall mean its commitment
to fund its Proportionate Share of the Term Loans, up to the amount set forth
opposite its name on Annex I.

"TERM LOAN MATURITY DATE" shall have the meaning specified in
paragraph 3 hereof.

"TERM NOTE" shall mean a promissory note dated as of the
Closing Date executed by a Borrower to the order of a Lender in the original
principal amount equal to the product of such Lender's Proportionate Share
multiplied by the amount of the Term Loan made to such Borrower, in
substantially the form of Exhibit C-2, or any promissory note or notes executed
in replacement thereof pursuant to paragraph 23(c), in each case as the same
may be amended, modified or restated from time to time.

"TOTAL CREDIT FACILITY" shall mean the sum of $35,000,000, as
such amount may be decreased in accordance with the terms of this Agreement.

"UNBILLED ACCOUNT" shall mean an amount which (i) is owing,
but which is not yet billable, for work actually performed or services actually
rendered by an Account Owner, as reflected on the books and records of such
Account Owner, (ii) under the terms of the relevant contract or agreement
between such Account Owner and the putative Account Debtor to become indebted
thereon, cannot yet be billed as an Account and (iii) shall become an Account
in the ordinary course of such Account Owner's business.

"UNBILLED ACCOUNT SUBLINE" shall mean $5,000,000.

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<PAGE> 24
"TYPE" shall mean, with respect to any (i) Revolving Loan,
whether such Revolving Loan is a Eurodollar Revolving Loan or an ABR Loan and
(ii) Term Loan, whether any portion thereof is a Eurodollar Term Loan or an ABR
Loan.

"UNUSED LINE FEE" shall have the meaning specified in
paragraph 5(g) hereof.

(b) Accounting Terms and Definitions. Unless otherwise
defined or specified herein, all accounting terms used in this Agreement shall
be construed in accordance with GAAP, applied on a basis consistent in all
material respects with the financial statements delivered by Smith
Environmental to Chemical on or before the Closing Date. All accounting
determinations for purposes of determining compliance with the financial
covenants contained in paragraph 14(o) shall be made in accordance with GAAP as
in effect on the Closing Date and applied on a basis consistent in all material
respects with the audited financial statements for the fiscal year ending
February 28, 1995 delivered to Chemical by Smith Environmental on or before the
Closing Date. The financial statements required to be delivered hereunder from
and after the Closing Date, and all financial records, shall be maintained in
accordance with GAAP. If GAAP shall change from the basis used in preparing
the audited financial statements delivered to Chemical by Smith Environmental
on or before the Closing Date, the certificates required to be delivered
pursuant to paragraph 14(b) demonstrating compliance with the covenants
contained herein shall include, at the election of the Borrowers or upon the
request of the Agent, calculations setting forth the adjustments necessary to
demonstrate how the Borrowers are in compliance with the financial covenants
based upon GAAP as in effect on the Closing Date.

2. REVOLVING LOANS.

(a) Subject to the terms and conditions of this Agreement
and the Other Agreements, during the Revolving Credit Term, absent the
existence of an Event of Default, the Lenders shall make such revolving loans
and advances (the "Revolving Loans") to each Borrower as such Borrower shall
from time to time request, in accordance with the terms of paragraph 2(b)
hereof, within the Revolving Line of Credit. The aggregate unpaid principal
amount of all Revolving Loans outstanding at any one time made to each Borrower
shall not exceed the lesser of (A) the Borrowing Base of such Borrower minus
the outstanding Letter of Credit Obligations of such Borrower and (B) the
Subline of such Borrower. All Revolving Loans shall be repaid in full upon the
earliest to occur of (i) the end of the Revolving Credit Term; (ii) the date
upon which the Borrowers shall elect to terminate this Agreement pursuant to
paragraph 13 hereof; and (iii) the date upon which the Liabilities shall have
been accelerated pursuant to paragraph 17 hereof. If at any time the
outstanding principal balance of the Revolving Loans made to a Borrower exceeds
(A) the Subline applicable to such Borrower or (B) the Borrowing Base of such
Borrower, in each case less the outstanding Letter of Credit Obligations of
such Borrower, then such Borrower shall immediately, and without the necessity
of a demand by the Agent or the Lenders, pay to the Agent such amounts as may
be necessary to eliminate the excess applicable to such Borrower and the Agent
shall apply such payment against the outstanding principal balance of the
Revolving Loans of such Borrower. Each Borrower hereby authorizes the Agent,
in its reasonable credit judgment, to charge any of such Borrower's accounts to
make any payments of principal or interest required by this Agreement. All
Revolving Loans shall, in the Agent's sole discretion, be evidenced by one or
more

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<PAGE> 25
promissory notes in form and substance satisfactory to the Agent. However, if
such Revolving Loans are not so evidenced, such Revolving Loans may be
evidenced solely by entries upon the books and records maintained by the Agent.

(b) The Lenders shall make Revolving Loans to each of the
Borrowers up to the following amounts, the amount calculated pursuant to clause
(i)(A)(1) below being the "Smith Environmental Borrowing Base", the amount
calculated pursuant to clause (i)(B) below being the "Smith Environmental
Subline", the amount calculated pursuant to clause (ii)(A)(1) below being the
"BCM Borrowing Base", the amount calculated pursuant to clause (ii)(B) below
being the "BCM Subline", the amount calculated pursuant to clause (iii)(A)(1)
below being the "Riedel Borrowing Base", the amount calculated pursuant to
clause (iii)(B) below being the "Riedel Subline" (the Smith Environmental
Borrowing Base, the BCM Borrowing Base and the Riedel Borrowing Base being
collectively the "Consolidated Borrowing Base"):

(i) to Smith Environmental, the lesser of

(A)(1) an amount equal to the sum of (x) up to eighty
percent (80%) of the face amount (less maximum discounts,
credits and allowances which may be taken by or granted to
Account Debtors in connection therewith) of the Eligible
Accounts of Smith Environmental, less such reserves as the
Agent elects to establish from time to time in the exercise of
its commercially reasonable credit judgment plus (y) an amount
equal to the lesser of (I) the amount of the Unbilled Account
Subline then in effect and (II) up to fifty percent (50%) of
the aggregate Eligible Unbilled Accounts of Smith
Environmental, minus (2) the outstanding amount of all Letter
of Credit Obligations of Smith Environmental and

(B) the Revolving Line of Credit, minus the
outstanding amount of all Revolving Loans made against the
Eligible Accounts of the other Account Owners, minus the
outstanding amount of all Revolving Loans made against the
Eligible Unbilled Accounts of the other Account Owners, and
minus the outstanding amount of all Letter of Credit
Obligations;

(ii) to BCM, the lesser of

(A)(1) an amount equal to the sum of (x) up to eighty
percent (80%) of the face amount (less maximum discounts,
credits and allowances which may be taken by or granted to
Account Debtors in connection therewith) of the Eligible
Accounts of BCM and BCM-Alabama, less such reserves as the
Agent elects to establish from time to time in the exercise of
its commercially reasonable credit judgment, plus (y) an
amount equal to the lesser of (I) the amount of the Unbilled
Account Subline then in effect and (II) up to fifty percent
(50%) of the

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<PAGE> 26
aggregate Eligible Unbilled Accounts of BCM and BCM-Alabama,
minus (2) the outstanding amount of all Letter of Credit
Obligations of BCM and

(iii) to Riedel, the lesser of

(A)(1) an amount equal to the sum of (x) up to eighty
percent (80%) of the face amount (less maximum discounts,
credits and allowances which may be taken by or granted to
Account Debtors in connection therewith) of the Eligible
Accounts of Riedel, less such reserves as the Agent elects to
establish from time to time in the exercise of its
commercially reasonable credit judgment, plus (y) an amount
equal to the lesser of (I) the amount of the Unbilled Account
Subline then in effect and (II) up to fifty percent (50%) of
the aggregate Eligible Unbilled Accounts of Riedel, minus (2)
the outstanding amount of all Letter of Credit Obligations of
Riedel and

(c) Smith Environmental shall make a mandatory prepayment
of the unpaid principal balance of the Revolving Loans upon the sale, transfer
or other disposition of all or substantially all of the capital stock or assets
of Soil Tech ATP Systems, Inc., such prepayment to be in an amount equal to the
gross cash proceeds directly or indirectly received by Smith Environmental in
connection with such sale, transfer or disposition, minus (i) the actual
closing costs, taxes, fees and other customary and reasonable charges and
expenses paid directly or indirectly by Smith Environmental in connection
therewith, and (ii) any liabilities of Soil Tech ATP Systems, Inc. paid or
assumed directly or indirectly by Smith Environmental in connection therewith.

(d) Borrowing of Revolving Loans; Disbursement of
Proceeds. The Lenders and the Borrowers anticipate that the Borrowers may
request the Lenders to make Revolving Loans on a daily or similarly periodic
basis, and in such event, as a matter of administrative convenience, the
Lenders have established certain borrowing mechanics and procedures for the
making of such Revolving Loans, as set forth in paragraphs (2)(d)(i) and 2(e)
hereof. Should the Borrowers request the Lenders to make Revolving Loans on a
less frequent basis, the

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<PAGE> 27
Lenders have established other borrowing mechanics and procedures for the
making of such Revolving Loans, as set forth in paragraphs 2(d)(ii) and 2(f)
hereof.

(i) Agent Advances. The Agent is authorized by
the Lenders, but is not obligated, to make Revolving Loans on any Business Day
on their behalf ("Agent Advances"), up to the amount available for borrowing
under paragraph 2(b) hereof, based upon the Borrower's representations that the
conditions for borrowing are satisfied, as set forth in paragraph 15(b) hereof.

(ii) Lender Advances. Subject to the limitations
of paragraph 2(b) hereof and the determination by the Agent and the Lenders
that the conditions for borrowing contained in paragraph 15(b) hereof are
satisfied, Revolving Loans shall be made directly by each Lender, to the extent
of its Proportionate Share thereof, upon notice from the Borrower to the Agent
pursuant to paragraph 6(a) hereof ("Lender Advances").

(e) Procedures for Agent Advances; Periodic Settlement of
Agent Advances.

(i) Form of Notice. Agent Advances may be made
upon the Agent's receipt of a request for a Revolving Loan made in accordance
with paragraph 6(a) hereof.

(ii) The Settlement Date; Allocation of Interest.
The amount of each Lender's Proportionate Share of Revolving Loans shall be
computed weekly (or more frequently in the Agent's discretion) and shall be
adjusted upward or downward based on all Revolving Loans (including Agent
Advances) and repayments received by the Agent as of 5:00 P.M. New York City
time on the last Business Day (the "Settlement Date") of the period specified
by the Agent (the "Settlement Period"). Interest on the Revolving Loans
(including Agent Advances) shall be allocated by the Agent to each Lender in
accordance with the Proportionate Share of Revolving Loans actually funded by
and repaid to each Lender, and shall accrue from and including the date such
Revolving Loans are so advanced to but excluding the date such Revolving Loans
are either repaid by the Borrowers or actually settled under this clause (ii).

(iii) Summary Statements; Settlements. The Agent
shall deliver to each of the Lenders promptly after the Settlement Date a
summary statement of the amount of outstanding Revolving Loans and Agent
Advances for the Settlement Period, the amount of repayments received for the
Settlement Period, and the amount allocated to each Lender of the interest and
Unused Line Fee for the Settlement Period. After application of payments as
reflected on the summary statement: (A) the Agent shall transfer to each
Lender its allocated share of interest and Unused Line Fee, and its
Proportionate Share of repayments and (B) each Lender shall transfer to the
Agent, or the Agent shall transfer to each Lender, such amounts as are
necessary to insure that, after giving effect to all such transfers, the amount
of Revolving Loans made by each Lender shall be equal to such Lender's
Proportionate Share of the aggregate amount of Revolving Loans outstanding as
of such Settlement Date. If the summary statement requires transfers to be
made to the Agent by the Lenders and is received by the Lenders prior to 12:00
Noon New York City time on a Business Day, such transfers shall be made in
immediately available funds no later than 3:00 P.M. New York City time that
day; and, if received by the Lenders after 12:00 Noon New York City time, then
no later than 3:00 P.M.

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<PAGE> 28
New York City time on the next Business Day. The obligation of each Lender to
transfer such funds is irrevocable and unconditional.

(f) Procedures for Lender Advances; Daily Settlement of
Lender Advances.

(i) Form of Notice. Lender Advances shall be
made upon same day notice from the Agent to the Lenders pursuant to a request
for a Revolving Loan made in accordance with paragraph 6(a) hereof.

(ii) Funding by Lenders. The Agent shall give
each Lender prompt notice of such request for a Revolving Loan by telephone or
facsimile transmission. No later than 3:00 P.M. New York City time on the date
of its receipt of notice of such request, each Lender shall make available to
the Agent at the Agent's office such Lender's Proportionate Share of the
Revolving Loan requested, in immediately available funds. Unless the Agent
receives contrary written notice prior to the date of a borrowing of a
Revolving Loan, it is entitled to assume that each Lender will make available
its Proportionate Share of the Revolving Loan requested, and in reliance upon
that assumption, but without any obligation to do, may advance such Lender's
Proportionate Share of the Revolving Loan so requested.

(g) Sharing of Payments and Setoffs. Each Lender agrees
that if it shall, through the exercise of a right of banker's lien, setoff or
counterclaim against the Borrowers, including, but not limited to, a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, obtain payment (voluntary or involuntary) in respect of a Note held
by it as a result of which the unpaid principal portion of the Notes held by it
shall be proportionately less than the unpaid principal portion of the Notes
held by any other Lender, it shall be deemed to have simultaneously purchased
from such other Lender a participation in the Notes held by such other Lender
so that the aggregate unpaid principal amount of the Notes and participations
in Notes held by it shall be in the same proportion to the aggregate unpaid
principal amount of all Notes then outstanding as the principal amount of the
Notes held by it prior to such exercise of banker's lien, setoff or
counterclaim was to the principal amount of all Notes outstanding prior to such
exercise of banker's lien, setoff or counterclaim; provided, however, that if
any such purchase or purchases or adjustments shall be made pursuant to this
paragraph and the payment giving rise thereto shall thereafter be recovered,
such purchase or purchases or adjustments shall be rescinded to the extent of
such recovery and the purchase price or prices or adjustments restored without
interest. The Borrowers expressly consent to the foregoing arrangements and
agree that any Lender holding a participation in a Note deemed to have been so
purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by the Borrowers to such
Lender as fully as if such Lender held a Note in the amount of such
participation.

(h) Defaulting Lenders.

(i) A Lender who fails to pay the Agent its
Proportionate Share of any Revolving Loans (including Agent Advances) made
available by the Agent on such Lender's

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<PAGE> 29
behalf, or who fails to pay any other amounts owing by it to the Agent, is a
"Defaulting Lender." The Agent is entitled to recover from such Defaulting
Lender all such amounts owing by such Defaulting Lender on demand. If the
Defaulting Lender does not pay such amounts on the Agent's demand, the Agent
shall promptly notify the Borrowers and the Borrowers shall pay such amounts
within five Business Days of Smith Environmental's receipt of such notice. In
addition, the Defaulting Lender or the Borrowers shall pay to the Agent for its
own account interest on such amount for each day from the date such amount was
made available by the Agent to the Borrower to the date it is recovered by the
Agent at a rate per annum equal to (x) the overnight federal funds rate, if
paid by the Defaulting Lender, or (y) the then applicable rate of interest
calculated under paragraph 5(b) hereof for Revolving Loans, if paid by the
Borrowers, plus, in each case, the expenses and losses, if any, incurred as a
result of the Defaulting Lender's failure to perform its obligations. Nothing
contained herein shall be deemed to relieve any Lender of its obligation to
fulfill its Commitment hereunder or to prejudice any rights which the Borrowers
may have against any Lender as a result of any default by such Lender
hereunder, including, without limitation, the right of the Borrowers to seek
reimbursement from any Defaulting Lender for any amounts paid by the Borrowers
under clause (y) above on account of such Defaulting Lender's default.

(ii) The failure of any Lender to fund its
Proportionate Share of a Revolving Loan shall not relieve any other Lender of
its obligation to fund its Proportionate Share of a Revolving Loan.
Conversely, no Lender shall be responsible for the failure of another Lender to
fund its Proportionate Share of a Revolving Loan.

(iii) The Agent shall not be obligated to transfer
to a Defaulting Lender any payments made by the Borrowers to the Agent for the
Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the
sharing of any payments hereunder. Amounts payable to a Defaulting Lender
shall instead be paid to or retained by the Agent. The Agent may hold and, in
its discretion, re-lend to the Borrowers the amount of all such payments
received by it for the account of such Defaulting Lender. For purposes of
voting or consenting to matters with respect to the Other Agreements and
determining Proportionate Shares, such Defaulting Lender shall be deemed not to
be a "Lender" and such Defaulting Lender's Revolving Loan Commitment shall be
deemed to be zero (-0-). This subparagraph 2(h) shall remain effective with
respect to such Defaulting Lender until (x) the Liabilities shall have been
declared or shall have become immediately due and payable or (y) the Majority
Lenders, the Agent and the Borrowers shall have waived such Defaulting Lender's
default in writing. The operation of this subparagraph 2(h) shall not be
construed to increase or otherwise affect the Revolving Loan Commitment of any
Lender, or relieve or excuse the performance by the Borrowers of their duties
and obligations hereunder.

(i) Taxes. (1) Any and all payments by the Borrowers
hereunder shall be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings
in any such case imposed by the United States or any political subdivision
thereof, excluding:

(i) in the case of the Agent and each Lender,
taxes imposed or based on its net income, and franchise or capital taxes
imposed on it, (A) if the Agent or such Lender

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<PAGE> 30
is organized under the laws of the United States or any political subdivision
thereof and (B) if the Agent or such Lender is not organized under the laws of
the United States or any political subdivision thereof, and its principal
office or applicable lending office is located in the United States, and in the
case of both (A) and (B), withholding taxes payable with respect to payments to
the Agent or such Lender at its principal office or applicable lending office
under laws (including, without limitation, any treaty, ruling, determination or
regulation) in effect on the date hereof, but not any increase in withholding
tax resulting from any subsequent change in such laws (other than withholding
with respect to taxes imposed or based on its net income or with respect to
franchise or capital taxes), and

(ii) taxes (including withholding taxes) imposed
by reason of the failure of the Agent or any Lender, in either case that is
organized outside the United States, to comply with subparagraph (6) hereof (or
the inaccuracy at any time of the certificates, documents and other evidence
delivered thereunder).

(all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities being hereinafter referred to as "Taxes"). If the Borrowers
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder to the Lenders or the Agent, (x) the sum payable shall be
increased by the amount necessary so that after making all required deductions
(including without limitation deductions applicable to additional sums payable
under this paragraph) such Lender or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been
made, (y) the Borrowers shall make such deductions and (z) the Borrowers shall
pay the full amount deducted to the relevant tax authority or other authority
in accordance with applicable law.

(2) In addition, the Borrowers agree to
pay any present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement (hereinafter referred to as "Other Taxes").

(3) The Borrowers will indemnify each
Lender and the Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction
(except as specified in clauses (i) and (ii) of subparagraph (1)) on amounts
payable under this paragraph paid by such Lender or the Agent (as the case may
be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be made within
30 days from the date such Lender or the Agent (as the case may be) makes
written demand therefor. If any Lender receives a refund in respect of any
Taxes or Other Taxes for which such Lender has received payment from the
Borrowers hereunder, such Lender shall promptly notify the Borrowers of such
refund and such Lender shall, within 30 days of receipt of a request by the
Borrowers, repay such refund to the Borrowers, provided that the Borrowers,
upon the request of such Lender, agree to return such refund (plus any
penalties, interest or other charges) to such Lender in the event such Lender
is required to repay such refund.

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<PAGE> 31
(4) Within 30 days after the date of any
payment of Taxes or Other Taxes withheld by the Borrowers in respect of any
payment to any Lender, the Borrowers will furnish to the Agent, at its address
referred to in paragraph 20 hereof, such certificates, receipts and other
documents as may be reasonably required to evidence payment thereof.

(5) Without prejudice to the survival of
any other agreement hereunder, the agreements and obligations contained in this
paragraph shall survive the payment in full of principal and interest
hereunder.

(6) Each Lender that is organized
outside of the United States shall deliver to the Borrowers on the date hereof
(or, in the case of an assignee, on the date of the assignment) and from time
to time as required for renewal under applicable law duly completed copies of
United States Internal Revenue Service Form 1001 or 4224 (or any successor or
additional forms), as appropriate, indicating in each case that such Lender is
entitled to receive payments under this Agreement without any deduction or
withholding of any United States federal income taxes. The Agent (if the Agent
is an entity organized outside the United States) and each Lender that is
organized outside the United States shall promptly notify the Borrowers and the
Agent of any change in its applicable lending office and upon written request
of the Borrowers such Lender shall, prior to the immediately following due date
of any payment by the Borrowers or any guarantor hereunder or under any Other
Agreement, deliver to the Borrowers or such guarantor, as the case may be (with
copies to the Agent), such certificates, documents or other evidence, as
required by the Code or Treasury Regulations issued pursuant thereto, including
without limitation Internal Revenue Service Form 4224, Form 1001 and any other
certificate or statement of exemption required by Treasury Regulation Section
1.1441-4(a) or Section 1.1441-6(c) or any subsequent version thereof, properly
completed and duly executed by such Lender establishing that such payment is
(i) not subject to withholding under the Code because such payment is
effectively connected with the conduct by such Lender of a trade or business in
the United States or (ii) totally exempt from United States tax under a
provision of an applicable tax treaty. The Borrowers shall be entitled to rely
on such forms in their possession until receipt of any revised or successor
form pursuant to this subparagraph (6). If the Agent or a lender fails to
provide a certificate, document or other evidence required pursuant to this
subparagraph (6), then (i) the Borrowers shall be entitled to deduct or
withhold on payments to the Agent or such Lender as a result of such failure,
as required by law, and (ii) the Borrowers shall not be required to make
payments of additional amounts with respect to such withheld Taxes pursuant to
clause (x) of subparagraph (1) hereof to the extent such withholding is
required solely by reason of the failure of the Agent or such lender to provide
the necessary certificate, document or other evidence.

(7) Each Lender and the Agent shall use
reasonable efforts to avoid or minimize any amounts which might otherwise be
payable pursuant to this paragraph (including seeking refunds of any amounts
that are reasonably believed not to have been correctly or legally asserted);
provided, however, that such efforts shall not include the taking of any
actions by such Lender or the Agent that would result in any tax, costs or
other expense to such Lender or the Agent (other than a tax, cost or other
expense for which such Lender or the Agent shall have been reimbursed or
indemnified by the Borrowers pursuant to this Agreement or otherwise) or any
action which would or might in the reasonable opinion of such

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Lender or the Agent have an adverse effect upon its business, operations or
financial condition or otherwise be disadvantageous to such Lender or the
Agent.

3. TERM LOANS. (a) On the Closing Date, pursuant to
each Lender's Term Loan Commitment, each Lender shall fund its Proportionate
Share of a term loan to Smith Environmental in the original principal amount of
One Million Eight Hundred Thousand Dollars ($1,800,000), a term loan to BCM in
the original principal amount of One Million Eight Hundred Thousand Dollars
($1,800,000) and a term loan to Riedel in the original principal amount of Two
Million Nine Hundred Thousand Dollars ($2,900,000) (each such term loan a "Term
Loan" and collectively the "Term Loans"). Principal payable on account of each
Term Loan shall be payable in successive monthly installments (i) payable on
the last day of each month, the first of which installments shall be due and
payable on the last day of the month immediately following the 30th day after
the Closing Date and (ii) the first forty-seven (47) of which installments
shall be based on an amortization schedule consisting of forty-eight (48) equal
and level payments, the last installment of which shall be in an amount equal
to the then unpaid principal balance thereof, provided, however, that the
entire unpaid principal balance of each Term Loan shall be due and payable in
full upon the earliest to occur of (A) the date which coincides with the fourth
anniversary of the Closing Date (the "Term Loan Maturity Date"), (B) the date
upon which the Borrowers shall have elected to terminate this Agreement,
pursuant to paragraph 17 hereof and (C) the date upon which the Liabilities
shall have been accelerated pursuant to paragraph 17 hereof.

(b) The Borrowers shall make mandatory prepayments of the
unpaid principal balance of the Term Loans no later than the date (the
"Mandatory Prepayment Date") which is 120 days after the end of each of Smith
Environmental's fiscal years, each such prepayment (i) to be in an amount equal
to fifty percent (50%) of Smith Environmental's Excess Cash Flow, on a
consolidated basis, as at the end of and for such fiscal year, as calculated in
accordance with and as set forth in Smith Environmental's certified financial
statements for such year (such amount, the "Recapture Amount") and (ii) to be
applied pro rata against the scheduled installments of principal of the Term
Loans, in the inverse order thereof, provided, however that prepayment of the
entire Recapture Amount shall not be required if as a result thereof (i) an
Event of Default would occur or (ii) the combined Excess Availability of the
Borrowers, when averaged with the combined average Excess Availability of the
Borrowers for the preceding period of twenty-nine (29) consecutive days, would
be less than $1,000,000. In either such event, the Borrowers shall be required
to make a mandatory prepayment of the unpaid principal balance of the Term
Loans (to be applied as hereinabove described) (A) on the Mandatory Prepayment
Date, in an amount equal to only that portion of the Recapture Amount as would
not cause either of the events described in clauses (i) and (ii) of the
preceding sentence to occur and (B) on the first Business Day of each fiscal
month after the Mandatory Prepayment Date, in an amount equal to only that
portion of the Recapture Amount as would not cause either of the events
described in clauses (i) and (ii) of the preceding sentence to occur, until
such time as the entire Recapture Amount shall have been paid in full by the
Borrowers.

(c) If any Borrower, any other Account Owner or
BCM-Parent sells any Equipment, or any real property subject to a Mortgage,
Smith Environmental shall cause such

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Borrower, Account Owner or BCM-Parent, as the case may be, to pay to the Agent,
unless otherwise specifically provided herein or otherwise agreed to by the
Majority Lenders, as and when received by such Borrower, such Account Owner, or
BCM-Parent, as the case may be, as a mandatory prepayment of the Term Loans, to
be applied pro rata against the scheduled installments of principal of the Term
Loans, in the inverse order thereof (or, at the Agent's option, such of the
other Liabilities as the Agent may elect), a sum equal to the proceeds received
from such sale by such Borrower, such Account Owner, or BCM-Parent, as the case
may be, provided, that if such Borrower, such Account Owner, or BCM-Parent
sells, transfers or otherwise disposes of any Equipment: (1) which has no
"Appraised Value," as hereinafter defined, Smith Environmental shall cause such
Borrower, such Account Owner, or BCM-Parent, as the case may be, to pay to the
Agent all of the cash proceeds received from such sale, transfer or other
disposition, which amount shall be applied against the outstanding Revolving
Loans or (2) the cash proceeds of which exceed an amount equal to seventy-five
percent (75%) of the Appraised Value of such Equipment (the "Base Amount"),
Smith Environmental shall cause such Borrower, such Account Owner, or
BCM-Parent, as the case may be, to pay to the Agent all of the cash proceeds
received from such sale, transfer or other disposition (A) the portion of which
equals the Base Amount to be applied as a mandatory prepayment of the Term
Loans, as hereinabove provided and (B) one-half of the excess over the Base
Amount to be applied against the outstanding Revolving Loans, the other half to
be applied as a mandatory prepayment of the Term Loans, as hereinabove
provided, where "Appraised Value" shall mean the orderly liquidation value, if
any, ascribed to Equipment of the Borrowers, BCM, such Account Owner, or
BCM-Parent, pursuant to the Accuval Associates Incorporated and MB Valuation
Company valuation analyses performed for the Agent and provided further that
without the Agent's consent, unless and until an Event of Default has occurred
and is continuing:

(i) obsolete or worn out Equipment may be sold or
otherwise disposed of by each Borrower, each Account Owner or BCM-Parent and
the proceeds thereof may be retained by such Borrower, such Account Owner or
BCM-Parent, as the case may be, so long as the fair market value of any such
Equipment sold or otherwise disposed of in any single transaction is less than
$200,000 and the fair market value, in the aggregate, of all such Equipment
sold or otherwise disposed of during any twelve-month period is less than
$500,000; and

(ii) (A) insurance proceeds arising from the
damage, destruction or condemnation of the Collateral or any part thereof (the
"Insurance Proceeds"), which, in the aggregate, do not exceed $10,000 in any 12
month period shall be retained by, or if received by the Borrowers promptly
turned over to, the Agent and applied promptly against the Revolving Loans;

(B) provided the relevant Borrower has
sufficient business interruption insurance to replace the lost profits of any
of the Borrower's facilities, and the Insurance Proceeds are in excess of
$10,000, the Borrower may elect (by delivering written notice of such election
to the Agent) to replace, repair or restore such real estate or Equipment to
substantially the equivalent condition prior to such fire, condemnation or
other casualty as set forth herein. If the Borrower does not, or cannot, elect
to use the Insurance Proceeds as set forth above, the Agent may, subject to the
rights of any holders of Permitted Liens holding

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claims senior to the Agent, apply the Insurance Proceeds to the payment of the
Liabilities in such manner and in such order as the Borrower may reasonably
direct. Prior to the commencement of any restoration, repair or replacement of
real estate having an aggregate fair market value in excess of $500,000, the
Borrower shall provide the Agent with a restoration plan and a total budget
certified by an independent third party experienced in construction costing,
which plan and budget must be acceptable to the Agent in its commercially
reasonable judgment. If there are insufficient Insurance Proceeds to cover the
cost of restoration as so determined, the Borrower shall be responsible for the
amount of such insufficiency.

4. LETTERS OF CREDIT. (a) Subject to the terms and conditions
of this Agreement and the Other Agreements, during the Revolving Credit Term,
absent the existence of an Event of Default, from time to time upon a
Borrower's request, the Issuing Bank shall issue Letters of Credit, provided
that the aggregate undrawn amount of all such Letters of Credit shall at no
time exceed Three Million Dollars ($3,000,000), and provided further that no
Letter of Credit shall have an expiry date (i) more than 365 days from the date
of issuance or (ii) beyond five (5) days prior to the expiration of the
Revolving Credit Term. Each Borrower's reimbursement obligation in respect of
the Letters of Credit issued for such Borrower's account shall automatically
reduce, dollar for dollar, the amount which such Borrower may borrow based upon
its Subline and its Borrowing Base. Any payment made by the Issuing Bank, the
Agent or any Lender to any Person on account of any Letter of Credit shall
constitute a Revolving Loan hereunder. At no time shall the aggregate sum of
direct Revolving Loans made by the Lenders to Borrowers plus the contingent
liability of the Lenders under the outstanding Letters of Credit be in excess
of the Revolving Line of Credit or the Borrowing Base.

(b) Lenders' Participation. Immediately upon issuance or
amendment of any Letter of Credit, each Lender shall be deemed to have
irrevocably and unconditionally purchased and received an undivided interest
and participation in all rights and obligations under such Letter of Credit
(other than fees and other amounts owing to the Issuing Bank) in accordance
with such Lender's Proportionate Share.

(c) Payments of Amounts Drawn Under Letters of Credit.
The Issuing Bank shall notify the appropriate Borrower immediately upon the
receipt by the Issuing Bank of a draft or other presentation for payment or
drawing under a Letter of Credit issued for such Borrower's account, such
notice to be given to such Borrower not later than 11:00 A.M. New York City
time on the Business Day immediately prior to the date on which the Issuing
Bank intends to honor such drawing. Such Borrower shall be deemed to have
concurrently requested the Lenders to make a Revolving Loan in the amount of
and at the time of such drawing, the proceeds of which shall be applied
directly by the Agent to reimburse the Issuing Bank for the amount of such
drawing.

(d) Payment by Lenders. If a Revolving Loan is not made
in an amount sufficient to reimburse the Issuing Bank in full for the amount of
any draw, the Agent shall promptly notify each Lender of the unreimbursed
amount of such drawing and of such Lender's respective participation therein.
Each Lender shall make available to the Agent, for the account of the Issuing
Bank, the amount of its participation in immediately available funds not later
than 1:00 P.M. New York City time on the next Business Day after such Lender
receives notice from

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the Agent of the amount of such Lender's participation in such unreimbursed
amount. If any Lender fails to make available to the Agent the amount of such
Lender's participation, the Issuing Bank shall be entitled to recover such
amount on demand from such Lender together with interest at the federal funds
rate for the first three Business Days and thereafter at the ABR. For each
Letter of Credit, the Agent shall promptly distribute to each Lender which has
funded the amount of its participation its Proportionate Share of all payments
subsequently received by the Agent from a Borrower in reimbursement of honored
drawings.

(e) Agent's Execution of Applications and Other Bank
Documentation. The Agent shall be authorized to execute, deliver and perform
on behalf of the Lenders such letter of credit applications, shipping
indemnities, letter of credit modifications and consents and other undertakings
for the benefit of the Issuing Bank may be reasonably necessary or appropriate
in connection with the issuance or modification of Letters of Credit requested
by the Borrowers hereunder.

5. INTEREST, FEES AND CHARGES.

(a) Rates of Interest. Interest accrued on the Revolving
Loans and the Term Loans shall be due on the earliest of (i) in the case of a
Eurodollar Loan, at the end of the Interest Period applicable thereto (unless
such Interest Period is for six months duration, in which case such accrued
interest shall be due at the end of the third month and the sixth month of such
Interest Period) and in the case of a ABR Loan, the first day of each month
(for the immediately preceding month), computed through the last calendar day
of the preceding month, (ii) the occurrence of an Event of Default in
consequence of which the Majority Lenders elect to accelerate the maturity and
payment of the Liabilities, or (iii) termination of this Agreement pursuant to
paragraph 12 hereof. At each Borrower's election, except as otherwise provided
in paragraph 6 (c)(iii)(E) hereof, interest shall accrue on: (1) the unpaid
principal balance of the Term Loan made to such Borrower outstanding at the end
of each day at (A) a fluctuating rate per annum equal to the ABR plus the
Applicable Margin or (B) a fixed rate per annum equal to the Eurodollar Rate
plus the Applicable Margin; and (2) the principal amount of the Revolving Loans
made to such Borrower outstanding at the end of each day at (A) a fluctuating
rate per annum equal to the ABR plus the Applicable Margin or (B) a fixed rate
per annum equal to the Eurodollar Rate plus the Applicable Margin. In each
case the Applicable Margin shall be determined in accordance with the
provisions of paragraph 5(b). The rate of interest payable on ABR Loans shall
increase or decrease by an amount equal to any increase or decrease in the ABR,
effective as of the opening of business on the day that any such change in the
ABR occurs. Upon and after the occurrence of any Event of Default set forth in
paragraph 16 (a), (b), (e), (f) hereof, and during the continuation thereof,
the principal amount of all Loans shall bear interest on demand at a rate per
annum equal to (a) with respect to the Term Loans, the rate of interest then in
effect under paragraph 5 (a)(1)(A) plus two percent (2%) and (b) with respect
to Revolving Loans, the rate of interest then in effect under paragraph 5
(a)(2)(A) plus two percent (2%).

(b) Determination of Applicable Margin. The Applicable
Margin shall mean 1.50% in the case of ABR Revolving Loans, 3.25% in the case
of Eurodollar Revolving Loans, 1.75% in the case of ABR Term Loans and 3.50% in
the case of Eurodollar Term Loans,

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<PAGE> 36
provided, however, that if the Leverage Ratio for the Borrowers' fiscal year
ending September 30, 1996 is less than 3.00 to 1.00, as reflected in the annual
certified financial statements of Smith Environmental and its Subsidiaries, on
a consolidated basis, for such period, and as certified pursuant to a Leverage
Ratio Certificate delivered in connection therewith, then, commencing on the
first day of the month following the date of delivery to the Lenders and the
Agent of such financial statements and such Leverage Ratio Certificate, so long
as no Event of Default has occurred and is then continuing, the Applicable
Margin shall mean 1.25% in the case of ABR Revolving Loans, 3.00% in the case
of Eurodollar Revolving Loans, 1.50% in the case of ABR Term Loans and 3.25% in
the case of Eurodollar Term Loans, provided, further, that if for any period of
four (4) consecutive fiscal quarters ending after September 30, 1996, the
Leverage Ratio equals or exceeds 3.00 to 1.00, as certified pursuant to a
Leverage Ratio Certificate delivered in connection with the internally prepared
monthly financial statements of Smith Environmental and its Subsidiaries, on a
consolidated basis, for the last month of such period, then, commencing on the
first day of the month following the date of delivery to the Lenders and the
Agent of such financial statements and such Leverage Ratio Certificate, until
such time, if any, as the Leverage Ratio for any period of four (4) consecutive
fiscal quarters is again less than 3.00 to 1.00 (as certified in the manner
hereinabove described) the Applicable Margin shall revert back to, and shall
mean, 1.50% in the case of ABR Revolving Loans, 3.25% in the case of Eurodollar
Revolving Loans, 1.75% in the case of ABR Term Loans and 3.50% in the case of
Eurodollar Term Loans, provided, in addition, that irrespective of the Leverage
Ratio for any measuring period, the Applicable Margin in the case of both ABR
Revolving Loans and Eurodollar Revolving Loans (but not ABR Term Loans or
Eurodollar Term Loans) otherwise in effect shall be reduced by one half of one
percent ( 1/2 of 1%) for any period commencing at the beginning of a fiscal
quarter (the "reduction date") and ending on the sooner of (i) the date an
Event of Default shall have occurred and (ii) the date on which the Lenders
shall have made a Revolving Loan based on any Eligible Unbilled Accounts, so
long as no Event of Default shall have occurred and then be continuing on the
reduction date, if no portion of the Revolving Loans outstanding at any time
during the fiscal quarter immediately preceding the reduction date shall have
been based on any Eligible Unbilled Accounts.

(c) Computation of Interest and Fees. Interest and
collection charges hereunder shall be calculated daily and shall be computed on
the actual number of days elapsed over a year consisting of three hundred and
sixty (360) days. For the purpose of computing interest hereunder, all items
of payment received by the Agent shall be deemed applied by the Agent on
account of the Liabilities (subject to final payment of such items) on the
second Business Day after receipt by the Agent of good funds in its account
located in New York, New York.

(d) Maximum Interest. If from any circumstance any
Lender hereunder shall ever receive interest under this Agreement or under any
Note or shall ever receive payment of any other charges constituting interest,
or adjudicated as constituting interest, the amount, if any, which would exceed
the maximum rate of interest permitted by applicable law (the "Excess
Interest") shall be applied to the reduction of the principal amount of the
Liabilities, in such order as the Agent may determine, and not to the payment
of interest. If the Excess Interest exceeds the unpaid principal balance of
the Liabilities owing under this Agreement or under any Note then that portion
of the Excess Interest which exceeds the unpaid principal balance of the

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Liabilities shall be refunded to the Borrowers. All sums paid or agreed to be
paid to the Lenders hereunder for the use, forbearance or detention of the
indebtedness of Borrowers hereunder shall be amortized, prorated, allocated and
spread throughout the full term of such indebtedness until payment is made in
full, so that the actual rate of interest on account of such indebtedness is
uniform throughout the term hereof.

(e) Letter of Credit Fees. Each Borrower shall remit to
the Agent for the ratable benefit of the Lenders a Letter of Credit Fee equal
to one and one-half percent (1 1/2%) per annum on the aggregate undrawn face
amount of all outstanding Letters of Credit issued for the account of such
Borrower, which Letter of Credit Fee shall be payable monthly in arrears on
each day that interest is payable hereunder. Each Borrower shall also pay on
demand the normal and customary administrative charges for issuance, amendment,
negotiation, renewal or extension of any Letter of Credit imposed by the
Issuing Bank in connection with such Letter of Credit. Upon the occurrence and
during the continuance of an Event of Default, all Letters of Credit Fees shall
be payable on demand at a rate equal to three and one-half percent (3 1/2%) per
annum on the aggregate undrawn face amount thereof.

(f) Commitment Fees and Other Fees. The Borrowers shall
pay to each Lender (other than Chemical) for its own account a Commitment Fee
in an amount equal to one and one-half percent (1 1/2%) of such Lender's
Commitment, which Commitment Fee shall be fully earned, nonrefundable and due
on the Closing Date. In addition, Smith Environmental shall pay to Chemical
for its own account the fees described in the letter agreement between them,
dated October 11, 1995, such fees to be paid at the times and in the amounts
set forth in such letter agreement, each of which fees shall be fully earned
and nonrefundable when paid.

(g) Unused Line Fee. The Borrowers shall pay to the
Agent for the ratable benefit of the Lenders, at the end of each month in
arrears, an Unused Line Fee equal to one-half percent ( 1/2%) per annum on the
daily average amount by which the Revolving Line of Credit exceeds the sum of
(i) the outstanding principal balance of the Revolving Loans and (ii) the
outstanding Letter of Credit Obligations. The Unused Line Fee shall accrue
from the Closing Date until the last day of the Revolving Credit Term,
provided, however, that the Unused Line Fee shall not accrue after the date
upon which all of the Revolving Credit Commitments shall have been terminated.

(h) Audit and Appraisal Expenses. Each Borrower shall
reimburse the Agent promptly upon demand for all out-of-pocket costs and
disbursements incurred by the Agent or its representatives in connection with
each examination performed by or at the Agent's direction of such Borrower's
books and records and Collateral and such other matters as the Agent shall deem
appropriate in its commercially reasonable judgment, and each Borrower shall
pay the Agent the normal and customary fee of each member of the Agent's
examination staff engaged in such examination. The Agent routinely conducts
not more than four (4) such examinations during each twelve (12) month period.
The Agent may determine, in the exercise of its commercially reasonable credit
judgment, to conduct such examinations on a more frequent basis, depending on
the relevant Borrower's financial performance, the quality of the Collateral of
such Borrower, and such other circumstances as may exist at the time of such
determination.

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The Agent shall conduct at least two (2) such examinations during each twelve
(12) month period.

(i) Capital Adequacy Charge. If the Lenders shall have
determined that the adoption of any law, rule or regulation regarding capital
adequacy, or any change therein or in the interpretation or application
thereof, or compliance by any of them with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or governmental authority enacted after the Closing Date, does or shall have
the effect of reducing the rate of return on any of the Lenders' capital as a
consequence of their obligations hereunder to a level below that which such
Lender could have achieved but for such adoption, change or compliance (taking
into consideration such Lender's policies with respect to capital adequacy) by
a material amount, then from time to time, after submission by the Agent to the
Borrowers of a written demand therefor the Borrowers shall pay to the Agent
such additional amount or amounts as will compensate such Lender for such
reduction, such demand to be made with reasonable promptness following such
determination. A certificate of such Lender claiming entitlement to payment as
set forth above shall be conclusive in the absence of manifest error. Such
certificate shall set forth the nature of the occurrence giving rise to such
reduction, the additional amount or amounts to be paid to such Lender, and the
method by which such amounts were determined. In determining such amount, such
Lender may use any reasonable averaging and attribution method, applied on a
non-discriminatory basis.

(j) Change in Law. Notwithstanding any other provision
herein, if any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (i) the Commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such
and convert ABR Loans to Eurodollar Loans forthwith shall be cancelled and (ii)
such Lender's Loans then outstanding as Eurodollar Loans, if any, automatically
shall be converted to ABR Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as
required by law. If any such conversion of a Eurodollar Loan occurs on a day
which is not the last day of the then current Interest Period with respect
thereto, the Borrower of such Eurodollar Loan shall pay to such Lender such
amounts, if any, as may be required pursuant to subsection 6(c)(iv).

6. LOAN ADMINISTRATION.

(a) Loan Requests. A request for a Revolving Loan shall
be made or shall be deemed to be made, each in the following manner: (i) each
Borrower desiring to borrow a Revolving Loan shall give the Agent same day
notice, no later than 11:00 A.M. (New York City time) of such day, of its
intention to borrow a ABR Revolving Loan, and at least three (3) Business Days'
prior notice of its intention to borrow a Eurodollar Revolving Loan, in which
notice such Borrower shall specify the amount of the proposed borrowing and the
proposed borrowing date, provided, however, that no such request may be made at
a time when there exists a Default or an Event of Default; and (ii) the
becoming due of any amount required to be paid under this Agreement or any
Note, whether on account of interest or for any other Liability, shall be
deemed irrevocably to be a request for a ABR Revolving Loan on the due date
thereof in the amount required to pay such interest or other Liability. As an
accommodation to

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the Borrowers, the Agent may permit telephonic requests for Revolving Loans and
electronic transmittal of instructions, authorizations, agreements or reports
to the Agent by the Borrowers. Unless a Borrower specifically directs the
Agent in writing not to accept or act upon telephonic or electronic
communications from such Borrower, the Agent shall have no liability to
Borrower for any loss or damage suffered by Borrower as a result of the Agent's
honoring of any requests, execution of any instructions, authorizations or
agreements or reliance on any reports communicated to it telephonically or
electronically and purporting to have been sent to the Agent by such Borrower
and the Agent shall have no duty to verify the origin of any such communication
or the authority of the Person sending it. Each notice of borrowing shall be
irrevocable by and binding on the Borrower requesting such borrowing, and if
such notice requests the borrowing of a Eurodollar Revolving Loan, such notice
shall state the Interest Period with respect thereto. Each Borrower, at its
option, may choose ABR Revolving Loans or Eurodollar Revolving Loans, provided
that any Eurodollar Revolving Loan shall be in a minimum amount of $2,000,000
or an integral multiple of $100,000 in excess thereof, and provided further
that the right of each Borrower to choose any Eurodollar Loan is subject to the
provisions of paragraph 6(c) hereof.

(b) Disbursement. Each Borrower hereby irrevocably
authorizes the Agent to disburse the proceeds of each Revolving Loan requested
by such Borrower, or deemed to be requested by such Borrower, as follows: (i)
the proceeds of each Revolving Loan requested under paragraph 6(a)(i) shall be
disbursed by the Agent in lawful money of the United States of America in
immediately available funds, in the case of the initial borrowing, in
accordance with the terms of the written disbursement letter from such
Borrower, and in the case of each subsequent borrowing, by wire transfer to
such bank account as may be agreed upon by such Borrower and the Agent from
time to time, or elsewhere if pursuant to a written direction from such
Borrower; and (ii) the proceeds of each Revolving Loan requested under
paragraph 6(a)(ii) shall be disbursed by the Agent by way of direct payment of
the relevant interest or other Liability.

(i) Subject to the provisions of clause (iii)
hereof, each Borrower may elect to maintain any borrowing by it consisting of
the same Kind of Eurodollar Loans, or any portion thereof, as a Eurodollar Loan
by selecting a new Interest Period for such borrowing, which new Interest
Period shall commence on the last day of the then existing Interest Period.
Each selection of a new Interest Period (a "Continuation") shall be made on
three Business Days' prior notice, given by such Borrower to the Agent not
later than 11:00 A.M. (New York City time) on the third Business Day preceding
the date of any proposed Continuation. If such Borrower elects to maintain
more than one borrowing consisting of Eurodollar Loans of the same Kind by
combining such borrowings into one borrowing and selecting a new Interest
Period pursuant to this clause, each of the borrowings so combined shall
consist of Loans of the same Kind having Interest Periods ending on the same
date. If such Borrower shall fail to select a new Interest Period for any
borrowing by it consisting of Eurodollar Loans of the same Kind in accordance
with this clause, such Eurodollar Loans will automatically convert into ABR
Loans.

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(ii) Subject to the provisions of clause (iii)
hereof, each Borrower may on three Business Days' prior notice given to the
Agent convert the entire amount of or a portion of all Loans of the same Kind
and Type into Loans of the same Kind and another Type (a "Conversion");
provided that no Default or Event of Default shall have occurred and be
continuing, and provided further that any Conversion of any Eurodollar Loans
into ABR Loans may only be made (A) on the last day of the Interest Period for
such Eurodollar Loans or (B) on any other Business Day, provided all Breakage
Costs payable in connection therewith shall have been paid in full at such
time, and upon Conversion of any ABR Loans into Eurodollar Loans, such Borrower
shall pay accrued interest to the date of Conversion on the principal amount
converted on the first day of the following month. Each such notice shall be
given not later than 11:00 A.M. (New York City time) on the third Business Day
preceding the date of any proposed Conversion. Each Conversion shall be in an
aggregate amount of not less than $1,000,000 (or not less than $2,000,000, in
the case of a Borrower's Conversion of ABR Loans into Eurodollar Loans) or an
integral multiple of $100,000 in excess thereof. Each Borrower may elect to
convert the entire amount of or a portion of all Loans made to such Borrower of
the same Kind and Type comprising more than one borrowing into Loans of the
same Kind and another Type by combining such borrowings into one borrowing
consisting of Loans of the same Kind and another Type; provided, however, that
if the borrowings so combined consist of Eurodollar Loans, such Eurodollar
Loans shall have Interest Periods ending on the same date.

(iii) Notwithstanding anything contained in
paragraph 5(a) hereof or contained in clauses (i) and (ii) above to the
contrary:

A. if the Agent is unable to determine
the Eurodollar Rate for Eurodollar Loans comprising
any requested borrowing, Continuation or Conversion,
the right of the Borrower which has so requested such
borrowing, Continuation or Conversion to select or
maintain Eurodollar Loans for such borrowing or any
subsequent borrowing shall be suspended until the
Agent shall notify such Borrower that the
circumstances causing such suspension no longer
exist, and each Loan comprising such borrowing shall
be automatically converted into a ABR Loan;

B. if at any time the Agent shall
notify either Borrower that the Eurodollar Rate for
Loans comprising such borrowing by such Borrower will
not adequately reflect the cost to the Lenders of
making such Loans, the right of such Borrower to
select, maintain, continue or convert to Eurodollar
Loans for such borrowing shall be suspended until the
Agent shall notify such Borrower that the
circumstances causing such suspension no longer
exist, and each Loan comprising such borrowing shall
be automatically converted into a ABR Loan;

C. there shall not be outstanding at
any one time more than an aggregate of three (3)
Eurodollar Term Loans and six (6) Eurodollar
Revolving Loans for all Borrowers;

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<PAGE> 41
D. any Eurodollar Term Loan shall be in
a minimum amount of $1,500,000 or an integral
multiple of $100,000 in excess thereof; and

E. interest shall be calculated on the
full amount of each Eurodollar Loan borrowed by such
Borrower at the commencement of the applicable
Interest Period, regardless of any reductions in the
principal amount of such Eurodollar Loan which occur
during such Interest Period, and such Borrower shall
not be credited for any part of such interest until
such interest is actually paid by such Borrower. To
the extent the aggregate repayments of principal on
Revolving Loans received by the Agent during the
pendency of an Interest Period applicable to a then
outstanding Eurodollar Revolving Loan exceed the
aggregate unpaid principal amount of all ABR
Revolving Loans outstanding during such Interest
Period, the Agent shall, to the extent of such
excess, credit to a special suspense account the
amount of such repayments received during such
Interest Period, and at the expiration of such
Interest Period, the Agent shall apply all such
amounts credited to such account against the unpaid
principal balance of the Eurodollar Revolving Loans
then outstanding, and if no such Eurodollar Revolving
Loans are then outstanding, such amounts shall be
promptly remitted to the Borrower. Notwithstanding
the foregoing, the Agent shall promptly remit to the
Borrower all amounts on deposit in such suspense
account upon the payment and satisfaction in full of
all Liabilities and the termination of the
Commitments. On each Business Day that the balance
of the funds on deposit in such suspense account
equals or exceeds $25,000, the Agent, upon
consultation with the Borrowers, shall invest such
funds in such short term investments as shall be
prudent and reasonable, the payment of interest on
which shall be credited to such suspense account as
and when received by the Agent.

(iv) Each notice of Continuation or Conversion
shall be irrevocable and binding on the Borrower which has given such notice.
In the case of (w) any borrowing of a Loan, Continuation, or Conversion that
the related notice of borrowing, notice of Continuation or notice of Conversion
specifies is to be comprised of Eurodollar Loans, or (x) any payment of
principal of, or Conversion or Continuation of, any Eurodollar Loan made other
than on the last day of the Interest Period for such Loan as a result of a
payment, prepayment, Conversion or Continuation of such Loan or acceleration of
the maturity of any of the Liabilities pursuant to paragraph 17 hereof, or for
any other reason, then in any such case, upon the Agent's demand, the Borrower
making such payment or prepayment or requesting such Conversion or Continuation
shall pay to the Agent and indemnify the Lenders from and against the following
(collectively "Breakage Costs"): (y) any loss, cost or expense incurred by any
Lender as a result of any failure to fulfill, on or before the date for such
borrowing, Continuation or Conversion, the applicable conditions set forth in
paragraph 15 hereof, and (z) any additional losses, costs or expenses which it
may reasonably incur as a result of such payment, including, without limitation
in each such case, any loss (excluding loss of anticipated profits), cost or
expense

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<PAGE> 42
incurred by reason of the liquidation or redeployment of deposits or other
funds acquired by the Lenders to fund the Loan to be made as part of such
borrowing, Continuation or Conversion.

(d) Reduction of Revolving Line of Credit. Except as
otherwise provided in paragraph 12(b) hereof, the Borrowers may reduce the
Revolving Line of Credit at any time and from time to time, without penalty or
premium. Each such reduction must be in an amount not less than $1,000,000 and
in increments of $500,000 thereafter, and shall reduce each Lender's Revolving
Loan Commitment on a pro rata basis. Once reduced, no portion of the Revolving
Line of Credit may be reinstated. If the Borrowers seek to reduce the
Revolving Line of Credit to an amount less than $10,000,000, then the Revolving
Line of Credit shall be reduced automatically to zero.

(e) Limitation on Eurodollar Loans. Notwithstanding any
thing to the contrary contained herein, during the period from the Closing Date
until the earlier to occur of (i) the date upon which the Agent shall have
notified Smith Environmental that each Lender shall have completed the primary
syndication of its Commitment and (ii) the date which is ninety days after the
Closing Date, (x) each Eurodollar Loan made during such period shall be for an
Interest Period consisting of one month only and (y) the Interest Period with
respect to all outstanding Eurodollar Loans, as of any date of determination,
shall end on the same day.

7. GRANT OF SECURITY INTEREST TO LENDERS. As security for the
payment of all Loans now or in the future made by the Lenders to each Borrower
hereunder and for the payment or other satisfaction of all other Liabilities of
such Borrower, each Account Owner hereby assigns to the Agent, for the ratable
benefit of the Lenders, and grants to the Agent, for the ratable benefit of the
Lenders, a continuing security interest in all of such Account Owner's right,
title and interest in and to each of the kinds and types of property described
in subparagraphs (a) through (f) hereof, all replacements, additions,
accessions, substitutions and repairs thereof, all documents, books, records,
ledger sheets and files of such Account Owner relating thereto, and all
Proceeds of the foregoing property, in each case above, whether now owned or
hereafter arising, acquired or created and wherever located: (a) all Accounts
(whether or not Eligible Accounts) and all Goods whose sale, lease or other
disposition by such Account Owner have given rise to Accounts and have been
returned to or repossessed or stopped in transit by such Account Owner; (b) all
Chattel Paper, Instruments, Documents and General Intangibles (including,
without limitation, all patents, patent applications, trademarks, trademark
applications, tradenames, trade secrets, goodwill, copyrights, registrations,
licenses, franchises, customer lists, tax refund claims, claims against
carriers and shippers, guarantee claims, contracts rights and rights to
payments, whether or not earned by performance, security interests, security
deposits and any rights to indemnification); (c) all Inventory; (d) all Goods
(other than Inventory) including, without limitation, Equipment, vehicles and
fixtures; (e) all shares of capital stock and interests in capital stock owned
beneficially or of record, and all certificates evidencing same and (f) all
deposits and cash and any other property of such Account Owner now or hereafter
in the possession, custody or control of the Agent, any Lender or any Lender's
parent, affiliate or subsidiary of, or any participant with any Lender in the
Loans for any purpose (whether for safekeeping, deposit, collection, custody,
pledge, transmission or otherwise). Proceeds means and includes (i) whatever
is now or hereafter received by such Account Owner upon the sale, exchange,
collection or other disposition of any item of such

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<PAGE> 43
property and (ii) any such items which are now or hereafter acquired by such
Account Owner with any proceeds of such property. The Agent shall have no lien
on or security interest in any Excluded Collateral.

8. PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY
INTERESTS THEREIN. Each Account Owner shall, at the Agent's request, at any
time and from time to time, execute and deliver to the Agent such financing
statements, documents and other agreements and instruments (and pay the cost of
filing or recording the same in all public offices deemed reasonably necessary
or desirable by the Agent) and do such other acts and things as the Agent may
deem necessary or desirable in order to establish and maintain a valid,
attached and perfected security interest in the Collateral in favor of the
Agent (free and clear of all other liens, claims and rights of third parties
whatsoever, whether voluntarily or involuntarily created, except Permitted
Liens) to secure payment of the Liabilities, and in order to facilitate the
collection of the Collateral. Each Account Owner irrevocably hereby makes,
constitutes and appoints the Agent (and all Persons designated by the Agent for
that purpose) as such Account Owner's true and lawful attorney and
agent-in-fact to execute such financing statements, documents and other
agreements and instruments and do such other acts and things as may be
necessary to preserve and perfect the Agent's security interest in the
Collateral. Each Account Owner further agrees that a carbon, photographic,
photostatic or other reproduction of this Agreement or of a financing statement
shall be sufficient as a financing statement.

9. [INTENTIONALLY DELETED].

10. COLLECTIONS.

(a) Each Account Owner shall direct all of its Account
Debtors to make all payments on the Accounts of such Account Owner directly to
a post office box ("LOCK BOX") with a financial institution acceptable to, and
in the name and under exclusive control of, the Agent. Each Account Owner
shall establish an account ("BLOCKED ACCOUNT") in its name for the benefit of
and under the sole control of the Agent, with a financial institution
acceptable to the Agent, into which all payments received in the Lock Box
applicable to such Account Owner shall be deposited, and into which such
Account Owner will immediately deposit all payments made for services rendered
by such Account Owner and received by such Account Owner in the identical form
in which such payments were made, whether by cash or check. If any Account
Owner, any Affiliate or Subsidiary of such Account Owner, or any shareholder,
officer, director, employee or agent of such Account Owner or any Affiliate or
Subsidiary, or any other Person acting for or in concert with such Account
Owner shall receive any monies, checks, notes, drafts or other payments
relating to or as proceeds of Accounts or other Collateral of such Account
Owner, such Account Owner and each such Person shall receive all such items in
trust for, and as the sole and exclusive property of, the Agent and,
immediately upon receipt thereof, shall remit the same (or cause the same to be
remitted) in kind to the Blocked Account established by such Account Owner.
Each financial institution with which a Lock Box and Blocked Account are
established shall acknowledge and agree, in a manner satisfactory to the Agent,
that the amounts on deposit in such Lock Box and Blocked Account are the sole
and exclusive property of the Agent, that such financial institution has no
right to setoff against such Lock Box or Blocked Account or against any other
account maintained by such financial

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<PAGE> 44
institution into which the contents of such Blocked Account are transferred,
and that such financial institution shall wire, or otherwise transfer in
immediately available funds in a manner satisfactory to the Agent, funds
deposited in the Blocked Account on a daily basis as such funds are collected.
Each Borrower agrees that all payments made to the Blocked Account established
by such Borrower (and in the case of BCM, to the Blocked Accounts established
by BCM and BCM-Alabama), or otherwise received by the Agent, whether in respect
of the Accounts of such Borrower or as proceeds of other Collateral of such
Borrower or otherwise (and in the case of BCM, including the Accounts and other
Collateral of BCM-Alabama), will be applied on account of the Liabilities of
such Borrower in accordance with the terms of this Agreement. Each Account
Owner agrees to pay all fees, costs and expenses which such Account Owner
incurs in connection with opening and maintaining a Lock Box and Blocked
Account. All of such fees, costs and expenses which remain unpaid by such
Account Owner pursuant to any Lock Box or Blocked Account Agreement with such
Account Owner, to the extent same shall have been paid by the Agent hereunder
shall constitute Revolving Loans hereunder, shall be payable to the Agent by
such Account Owner upon demand, and, until paid, shall bear interest at the
highest rate then applicable to Revolving Loans hereunder. All checks, drafts,
instruments and other items of payment or proceeds of Collateral delivered to
the Agent in kind shall be endorsed by such Account Owner to the Agent, and, if
that endorsement of any such item shall not be made for any reason, the Agent
is hereby irrevocably authorized to endorse the same on such Account Owner's
behalf. For the purpose of this paragraph, each Account Owner irrevocably
hereby makes, constitutes and appoints the Agent (and all Persons designated by
the Agent for that purpose) as such Account Owner's true and lawful attorney
and agent-in-fact (i) to endorse such Account Owner's name upon said items of
payment and/or proceeds of Collateral of such Account Owner and upon any
Chattel Paper, Document, Instrument, invoice or similar document or agreement
relating to any Account of such Account Owner or goods pertaining thereto; (ii)
to take control in any manner of any item of payment or proceeds thereof; and
(iii) to have access to any lock box or postal box into which any of such
Account Owner's mail is deposited, and open and process all mail addressed to
such Account Owner and deposited therein, provided, however, that the Agent
shall not exercise any such powers unless and until an Event of Default has
occurred and is continuing.

(b) The Agent may, at any time and from time to time
after the occurrence and during the continuance of an Event of Default, whether
before or after notification to any Account Debtor and whether before or after
the maturity of any of the Liabilities: (i) enforce collection of any of an
Account Owner's Accounts or contract rights by suit or otherwise; (ii) exercise
all of such Account Owner's rights and remedies with respect to proceedings
brought to collect any Accounts of such Account Owner; (iii) surrender, release
or exchange all or any part of any Accounts of such Account Owner, or
compromise or extend or renew for any period (whether or not longer than the
original period) any indebtedness thereunder; (iv) sell or assign any Account
of such Account Owner upon such terms, for such amount and at such time or
times as the Agent deems advisable; (v) prepare, file and sign such Account
Owner's name on any proof of claim in bankruptcy or other similar document
against any Account Debtor indebted on an Account of such Account Owner; and
(vi) do all other acts and things which are necessary, in the Agent's sole
discretion, to fulfill such Account Owner's obligations under this Agreement
and to allow the Agent to collect the Accounts of such Account Owner. In
addition to any other provision hereof, the Agent may at any time on or after
the occurrence and during

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<PAGE> 45
the continuance of an Event of Default, at each Account Owner's expense, notify
any parties obligated on any of the Accounts of such Account Owner to make
payment directly to the Agent of any amounts due or to become due thereunder.

(c) The Agent shall within two (2) Business Days after
its receipt at its office in New York, New York of cash or other immediately
available funds from collections of items of payment and proceeds of any
Collateral of any Borrower or any other Account Owner apply the whole or any
part of such collections or proceeds: (i) if such Collateral consists of
Accounts, and no Event of Default has occurred and is continuing, (A) on any
day other than a day when a payment of interest, charges, fees or expenses is
due hereunder, to the outstanding principal balance of the Revolving Loans made
to such Borrower (and in the case of BCM-Alabama, the Revolving Loans made to
BCM) and (B) on a day when a payment by such Borrower of interest, charges,
fees or expenses is due hereunder, first to the payment of such charges (other
than interest charges), fees or expenses; second to the payment of interest
payable by such Borrower and third to the outstanding principal balance of the
Revolving Loans made to such Borrower (and in the case of BCM-Alabama, the
Revolving Loans made to BCM) and (ii) if such Collateral consists of any
property other than Accounts, against the Liabilities of such Borrower (and in
the case of BCM-Alabama, the Liabilities of BCM) in such order as the Agent
shall determine in its sole discretion. Upon the occurrence and during the
continuance of an Event of Default, the Agent may apply the whole or any part
of such collections or proceeds, regardless of the type or kind of Collateral
giving rise thereto, against the Liabilities of the Borrower which owns such
Collateral (and in the case of BCM-Alabama, the Liabilities of BCM), in such
order as the Agent shall determine in its sole discretion.

(d) In its reasonable credit judgment, without waiving or
releasing any obligation, liability or duty of any Borrower under this
Agreement or the Other Agreements or any Event of Default, at any time or times
hereafter, the Agent may (but shall not be obligated to) pay, acquire or accept
an assignment of any security interest, lien, encumbrance or claim asserted by
any Person in, upon or against the Collateral of such Account Owner, other than
Permitted Liens. All sums paid by the Agent in respect thereof and all costs,
fees and expenses (including without limitation reasonable attorney fees, all
court costs and all other charges relating thereto) incurred by the Agent shall
constitute Revolving Loans, payable by such Account Owner to the Agent on
demand and, until paid, shall bear interest at the highest rate then applicable
to Revolving Loans hereunder.

(e) Immediately upon the receipt by an Account Owner of
any portion of the Collateral of such Account Owner evidenced by an agreement,
Instrument or Document including, without limitation, any Chattel Paper, such
Account Owner shall deliver the original thereof to the Agent together with an
appropriate endorsement or other specific evidence of assignment thereof to the
Agent (in form and substance acceptable to the Agent). If an endorsement or
assignment of any such items shall not be made for any reason, the Agent is
hereby irrevocably authorized, as such Account Owner's attorney and
agent-in-fact, to endorse or assign the same on such Account Owner's behalf.

11. SCHEDULES AND REPORTS.

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<PAGE> 46
(a) Each Account Owner shall deliver to the Agent no less
frequently than weekly, on each Monday for the previous week, in each case by
facsimile transmission, a borrowing base certificate of such Account Owner for
such week, in form and substance satisfactory to the Agent, together with
report of such Account Owner's sales, collections, debit and credit adjustments
for such week, and a report of such Account Owner's Eligible Unbilled Accounts
and Unbilled Accounts for such week.

(b) Within fifteen (15) days after the close of each
calendar month, and at such other times as may be requested by the Agent from
time to time hereafter, each Account Owner shall deliver to the Agent a
borrowing base certificate of such Account Owner for such month, in form and
substance satisfactory to the Agent, together with (i) a schedule identifying
by age each Account and Unbilled Account of such Account Owner, a
reconciliation thereof with such Accounts and Unbilled Accounts as set forth in
the previous such schedule delivered to the Agent, together with copies of the
invoices when requested by the Agent pertaining to each such Account, for the
month (or other applicable period) immediately preceding, (ii) a schedule
identifying by age each account payable of such Account Owner for the month (or
other applicable period) immediately preceding, (iii) a "flash" report of the
previous month's activities, including revenue, headcount, material contracts
for which bids have been accepted or rejected, and Billability for such month,
(iv) such additional schedules, certificates, reports and information with
respect to the Collateral of such Account Owner as the Agent may from time to
time require and (v) an assignment of any or all items of Collateral of such
Account Owner to the Agent. The Agent, through its officers, employees or
agents, shall have the right, at any time and from time to time in its name, in
the name of its nominee or in each Account Owner's name, to verify the
validity, amount or any other matter relating to any of such Account Owner's
Accounts, by mail, telephone, telegraph or otherwise. Each Account Owner shall
reimburse the Agent, on demand, for all reasonable costs, fees and expenses
incurred by the Agent in this regard.

(c) All schedules, certificates, reports and assignments
and other items delivered by each Account Owner to the Agent hereunder shall be
executed by an authorized representative of such Account Owner and shall be in
such form and contain such information as the Agent shall reasonably request.

(d) Each Account Owner shall deliver from time to time
such other schedules and reports pertaining to the Collateral of such Account
Owner as the Agent may reasonably request.

12. TERMINATION.

(a) The Revolving Loan Commitments shall be in effect
during the period commencing on the Closing Date and ending on the date which
coincides with the third anniversary thereof (such period, the "Revolving
Credit Term"), at which time all Revolving Loans and Letter of Credit
Obligations, all accrued but unpaid interest thereof, and all fees, costs,
charges and other expenses payable in connection therewith shall be due and
payable unless (i) the due date of the Liabilities is accelerated pursuant to
paragraph 17 hereof or (ii) the Borrowers elect to terminate this Agreement
prior to the end of the Revolving Credit Term, in

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which case each Borrower shall pay all of the Liabilities of such Borrower in
full on the effective date of such termination, provided, however, that the
security interests and liens created under this Agreement and the Other
Agreements shall survive such termination until the date upon which payment and
satisfaction in full of the Liabilities shall have occurred. At such time as
each Borrower has repaid all of the Liabilities owing by such Borrower and this
Agreement has terminated, (i) such Borrower shall deliver to the Lenders a
release, in form and substance reasonably satisfactory to the Agent, of all
obligations and liabilities of the Lenders and their respective officers,
directors, employees, agents, parents, subsidiaries and affiliates to such
Borrower, and if such Borrower is obtaining new financing from another lender,
such Borrower shall deliver such lender's indemnification of the Lenders, in
form and substance satisfactory to the Agent, for checks which the Agent has
credited to such Borrower's account, but which subsequently are dishonored for
any reason and (ii) upon such Borrower's request, the Lenders shall deliver to
such Borrower a release in form and substance reasonably satisfactory to such
Borrower. Upon any such termination, the Agent shall promptly deliver to the
Borrowers any and all documents and instruments reasonably required by the
Borrowers so as to evidence said termination of this Agreement and the
termination of the Other Agreements including, without limitation, instruments
serving to evidence the release of all security interests and collateral
assignments provided to the Agent as collateral security for the repayment of
the Liabilities.

(b) If, during the first two years of the Revolving
Credit Term, the Revolving Line of Credit is reduced by the Borrowers to
$10,000,000 or less, and in connection with such reduction the Borrowers either
(w) permit any security agreement, financing statement or analogous instrument
to be executed or filed with respect to the Collateral for the benefit of
someone other than the Lenders, or (x) create, incur or assume any liability
for borrowed money (except for borrowings from the Lenders and borrowings
permitted pursuant to paragraphs 13(q) and 14(j) hereof), then the Borrowers
agree to pay to each of the Lenders, as a prepayment fee, in addition to the
payment of all other Liabilities owing by the Borrowers, an amount equal to
each Lender's pro rata share of (i) one and one-half percent (1-1/2%) of the
Total Credit Facility if the Revolving Line of Credit is so reduced during the
first year of the Revolving Credit Term and (ii) three-quarters of one percent
( 3/4%) of the Total Credit Facility if the Revolving Line of Credit is so
reduced during the second year of the Revolving Credit Term. Notwithstanding
anything hereinabove to the contrary, if the Borrowers prepay at any time, in
whole or in part, only the Term Loans, no such prepayment fee shall be
chargeable to or owing by the Borrowers. In addition, and notwithstanding
anything hereinabove to the contrary, no such prepayment fee shall be payable
to any Lender if such Lender is the sole Lender to withhold its consent to any
amendment, waiver or other change hereunder to the extent that such consent of
such Lender to such amendment, waiver or other change is required under
paragraph 23(f), and in connection with such Lender's withholding of such
consent, the Liabilities owing to such Lender are prepaid in full with proceeds
of money borrowed from another bank or financial institution (including any
other Lender), provided that the terms upon which such money is borrowed and
the bank or other financial institution which has lent such money are
acceptable to the Agent.

13. REPRESENTATIONS AND WARRANTIES. Each Borrower (and each other
Account Owner, respectively, to the extent set forth herein) hereby makes the
following representations, warranties and covenants as to itself, its
properties, its Collateral and its

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<PAGE> 48
business affairs (in each case to the extent set forth hereinbelow). Unless
otherwise specified in this paragraph 13 and in paragraph 14, the term
"Borrower", as used in each of such paragraphs, shall mean only such Borrower
and not the other Borrowers, and the term "Collateral", as used in such
paragraphs, shall mean only Collateral belonging to such Borrower, other than
Collateral belonging to an Account Owner which is not a Borrower).

(a) The financial statements of Smith Environmental and
its Subsidiaries, on a consolidated basis, for the periods ending
February 28, 1995 and August 31, 1995, delivered to Chemical by Smith
Environmental prior to the date of this Agreement, fairly and
accurately reflect the financial condition of Borrower, and since
February 28, 1995, no event or condition has occurred which has had or
is reasonably likely to have a Material Adverse Effect;

(b) The office where each Account Owner keeps its books,
records and accounts (or copies thereof) concerning the Collateral,
such Account Owner's principal place of business and all of such
Account Owner's other places of business, locations of Collateral and
post office boxes are as set forth in Exhibit A; such Account Owner
shall promptly (but in no event less than ten (10) days prior thereto)
advise the Agent in writing of the proposed opening of any new place
of business, the closing of any existing place of business, any change
in the location of such Account Owner's books, records and accounts
(or copies thereof) or the opening or closing of any post office box
of such Account Owner;

(c) The Collateral, including without limitation the
Equipment (except any part thereof which prior to the date of this
Agreement Borrower shall have advised the Agent in writing consists of
Collateral normally used in more than one state) is and shall be kept,
or, in the case of vehicles, based, only at the addresses set forth on
the first page of this Agreement or on Exhibit A, and at other
locations within the continental United States of which the Agent has
been advised by Borrower in writing;

(d) Borrower shall immediately give written notice to the
Agent of any use of any such Goods in any state other than a state in
which Borrower has previously advised the Agent such Goods shall be
used, and such Goods shall not, unless the Agent shall otherwise
consent in writing, be used outside of the continental United States;

(e) No security agreement, financing statement or
analogous instrument exists or shall exist with respect to any of the
Collateral other than any security agreement, financing statement or
analogous instrument evidencing Permitted Liens;

(f) Each Account and Unbilled Account which an Account
Owner shall, expressly or by implication, request the Agent to
classify as an Eligible Account or an Eligible Unbilled Account, as
the case may be, shall, as of the time when such request is made,
conform in all respects to the requirements of

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<PAGE> 49
such classification as set forth in the definition of Eligible Account
and Eligible Unbilled Account, respectively, as set forth herein and
as otherwise established by the Agent from time to time, and each
Account Owner shall promptly notify the Agent in writing if any such
Eligible Account or Eligible Unbilled Account shall subsequently
become ineligible;

(g) Each Account Owner is and shall at all times be the
lawful owner of all Collateral now purportedly owned or hereafter
purportedly acquired by such Account Owner, free from all liens,
claims, security interests and encumbrances whatsoever, whether
voluntarily or involuntarily created and whether or not perfected,
other than the Permitted Liens;

(h) Borrower has the right and power and is duly
authorized and empowered to enter into, execute and deliver this
Agreement and the Other Agreements and perform its obligations
hereunder and thereunder; Borrower's execution, delivery and
performance of this Agreement and the Other Agreements does not and
shall not conflict with the provisions of any statute, regulation,
ordinance or rule of law, or any agreement, contract or other document
which may now or hereafter be binding on Borrower, and Borrower's
execution, delivery and performance of this Agreement and the Other
Agreements shall not result in the imposition of any lien or other
encumbrance upon any of Borrower's property under any existing
indenture, mortgage, deed of trust, loan or credit agreement or other
agreement or instrument by which Borrower or any of its property may
be bound or affected;

(i) There are no actions or proceedings which are pending
or, to the best of Borrower's knowledge, threatened, against Borrower
which in Borrower's commercially reasonable judgment are reasonably
likely to have a Material Adverse Effect and Borrower shall, promptly
upon becoming aware of any such pending or threatened action or
proceeding, give written notice thereof to the Agent;

(j) Borrower has obtained all licenses, authorizations,
approvals and permits, the lack of which would have or would be
reasonably likely to have a Material Adverse Effect and Borrower is
and shall remain in compliance in all material respects with all
applicable federal, state, local and foreign statutes, orders,
regulations, rules and ordinances (including, without limitation,
statutes, orders, regulations, rules and ordinances relating to taxes,
employer and employee contributions and similar items, securities,
employee retirement and welfare benefits, employee health and safety
or environmental matters), the failure to comply with which would have
or would be reasonably likely to have a Material Adverse Effect;

(k) All written information now, heretofore or hereafter
furnished by Borrower to Chemical, the Agent and the Lenders is and
shall be true and correct in all material respects as of the date with
respect to which such information was

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<PAGE> 50
or is furnished (except for financial projections, which have been
prepared in good faith based upon reasonable assumptions);

(l) Borrower is not conducting, permitting or suffering
to be conducted, nor shall it conduct, permit or suffer to be
conducted, any activities pursuant to or in connection with which any
of the Collateral is now, or will (while any Liabilities remain
outstanding) be, owned by any Affiliate (other than an Affiliate which
is also a Borrower or an Account Owner); provided, however, that
Borrower may enter into transactions with Affiliates in the ordinary
course of business pursuant to terms that are no less favorable to
Borrower than the terms upon which such transfers or transactions
would have been made had they been made to or with a Person that is
not an Affiliate and, in connection therewith, may transfer cash or
property to Affiliates for fair value, subject to the terms of
paragraphs 14(j), (l) and (m) hereof;

(m) Each Account Owner's name has always been as set
forth on the first page of this Agreement and no Account Owner uses
tradenames or division names in the operation of its business, except
as otherwise disclosed in writing to the Agent; each Account Owner
shall notify the Agent in writing within ten (10) days of the change
of its name or the use of any tradenames or division names not
previously disclosed to the Agent in writing;

(n) With respect to Borrower's Equipment: (i) Borrower
has good and indefeasible and merchantable title to and ownership of
all Equipment, including, without limitation, the Equipment described
or listed on the schedule of Equipment delivered to the Agent
concurrently with this Agreement; (ii) Borrower shall keep and
maintain the Equipment in good operating condition and repair and
shall make all necessary replacements thereof and renewals thereto so
that the value and operating efficiency thereof shall at all times be
preserved and maintained, ordinary wear and tear excepted; (iii)
Borrower shall not permit any such items to become a fixture to real
estate or an accession to other personal property; (iv) from time to
time Borrower may sell, exchange or otherwise dispose of obsolete,
unused or worn out Equipment, but only to the extent provided in
paragraph 3 (c)(i) hereof; and (v) Borrower, immediately on demand by
the Agent, shall deliver to the Agent any and all evidence of
ownership of, including, without limitation, certificates of title and
applications of title to, any of the Equipment and in connection with
the foregoing Borrower shall use its reasonable best efforts to assist
the Agent in taking all steps necessary to perfect the Agent's lien on
and security interest in all Equipment which constitutes motor
vehicles, trucks or other types of rolling stock;

(o) This Agreement and the Other Agreements to which
Borrower is a party are the legal, valid and binding obligations of
Borrower and are enforceable against Borrower in accordance with their
respective terms;

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(p) Each Account Owner is solvent, is able to pay its
debts as they become due and has capital sufficient to carry on its
business, now owns property having a value both at fair valuation and
at present fair saleable value greater than the amount required to pay
its debts, and will not be rendered insolvent by the execution and
delivery of this Agreement or any of the Other Agreements or by
completion of the transactions contemplated hereunder or thereunder;

(q) Borrower is not now obligated, whether directly or
indirectly, for any loans or other indebtedness for borrowed money
other than (i) the Liabilities; (ii) indebtedness disclosed to the
Lenders on Schedule 13 (q); (iii) unsecured indebtedness to trade
creditors arising in the ordinary course of Borrower's business; (iv)
unsecured indebtedness arising from the endorsement of drafts and
other instruments for collection, in the ordinary course of Borrower's
business; (v) Indebtedness arising from the issuance of the Junior
Securities and (vi) Indebtedness permitted under paragraph 14(j)
hereof;

(r) Borrower does not own any margin securities, and none
of the proceeds of the Loans hereunder shall be used for the purpose
of purchasing or carrying any margin securities or for the purpose of
reducing or retiring any indebtedness which was originally incurred to
purchase any margin securities or for any other purpose not permitted
by Regulations G, T, U or X of the Board of Governors of the Federal
Reserve System as in effect from time to time;

(s) Except as otherwise disclosed on Schedule 13(s),
Borrower has no Parents, Subsidiaries or divisions, nor is Borrower
engaged in any joint venture or partnership with any other Person;

(t) Each Account Owner is duly organized and in good
standing in its state of organization and each Account Owner is duly
qualified and in good standing in (i) each of the States listed on
Schedule 13 (t) and (ii) all other states where the nature and extent
of the business transacted by it or the ownership of its assets makes
such qualification necessary, except for such other states referred to
in this clause (ii) in which the failure to so qualify would not have
a Material Adverse Effect;

(u) Borrower is not in default under any material
contract, lease or commitment to which it is a party or by which it
is bound, nor does Borrower know of any dispute regarding any
contract, lease or commitment which is material to the continued
financial success and well-being of Borrower;

(v) There are no controversies pending or threatened
between Borrower and any of its employees, other than employee
grievances arising in the ordinary course of business which are not,
in the aggregate, material to the continued financial success and
well-being of Borrower, and Borrower is in compliance in all material
respects with all federal and state laws respecting

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<PAGE> 52
employment and employment terms, conditions and practices, except
where the failure to so comply would not have a Material Adverse
Effect;

(w) Borrower possesses, and shall continue to possess,
adequate licenses, patents, patent applications, copyrights, service
marks, trademarks, trademark applications, tradestyles and tradenames
to continue to conduct its business as heretofore conducted by it;

(x) None of Borrower, any of its Subsidiaries or any
ERISA Affiliate maintains or contributes to any Plan other than those
listed on Schedule 13(x). Each Plan has been and is maintained and
funded in accordance with the terms of, and in compliance with, all
applicable provisions of ERISA and the Code, except where any failure
to so comply would not have a Material Adverse Effect. Borrower, each
of its Subsidiaries and each ERISA Affiliate has fulfilled all
contribution obligations for each Plan (including obligations related
to the minimum funding standards of ERISA and the Code). No
Termination Event has occurred nor has any other event occurred that
is reasonably likely to result in a Termination Event. None of
Borrower or its Subsidiaries, any ERISA Affiliate, or any fiduciary of
any Plan is subject to any direct or indirect liability with respect
to any Plan under any requirement of law or agreement, other than
pursuant to the Code, ERISA or such Plan. None of Borrower or its
Subsidiaries or any ERISA Affiliate is required to provide security to
any Plan under Section 401(a)(29) of the Code. Neither the BCM Merger
nor the Stock Issuance (or any transaction incidental thereto or
contemplated thereby) has resulted in a prohibited transaction or
other violation of ERISA or caused the ESOP (i) to lose its qualified
and tax-exempt status under Sections 401(a), 409, 4975(c) and 501(a)
of the Code and (ii) to fail to meet the requirements of Sections 409
and 4975(e) of the Code for any period for which it is intended that
the ESOP is to meet such requirements. The Successor Plan will be
maintained as a tax-qualified and tax-exempt Benefit Plan pursuant to
Sections 401(a) and 501(a) of the Code; and

(y) Except as otherwise disclosed on Schedule 13(y), (i)
the Borrower's operations comply in all material respects with all
applicable Environmental Laws; (ii) the Borrower and all of its
present facilities or operations, as well as to the knowledge of the
Borrower its past facilities or operations, are not subject to any
judicial proceeding or administrative proceeding or any outstanding
written order or agreement with any governmental authority or private
party respecting (a) any Environmental Law, (b) any Remedial Work, or
(c) any Environmental Claims arising from the Release of a Contaminant
into the environment; (iii) to the best of the knowledge of the
Borrower, none of its operations is the subject of any Federal or
state investigation evaluating whether any Remedial Work is needed to
respond to a Release of any Contaminant into the environment; (iv)
neither the Borrower nor any Subsidiaries of the Borrower nor any
predecessor of the Borrower or any Subsidiary thereof has filed, with
respect to such Borrower or Subsidiary, any notice under any
Environmental Law indicating past or present treatment,

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<PAGE> 53
storage, or disposal of a Hazardous Material or reporting a spill or
Release of a Contaminant into the environments; (v) to the best of the
knowledge of the Borrower, neither the Borrower nor its Subsidiaries
has any contingent liability in connection with any Release of any
Contaminant into the environment; (vi) neither the Borrower nor its
Subsidiaries has disposed of any Contaminant by placing it in or on
the ground or waters of any premises owned, leased or used by any of
them and to the knowledge of the Borrower and its Subsidiaries neither
has any lessee, prior owner, or other Person; (vii) no underground
storage tanks or surface impoundments are on any property of the
Borrower and its Subsidiaries; and (viii) no lien in favor of any
governmental authority for (A) any liability under any Environmental
Law or regulations, or (B) damages arising from or costs incurred by
such governmental authority in response to a Release of a Contaminant
into the environment, has been filed or attached to the property of
the Borrower and its Subsidiaries.

Each Account Owner represents, warrants and covenants to the Agent and the
Lenders that all representations, warranties and covenants of such Account
Owner contained in this Agreement (whether appearing in paragraphs 13 or 14
hereof or elsewhere) shall be true at the time of such Account Owner's
execution of this Agreement, shall survive the execution, delivery and
acceptance hereof by the parties hereto and the closing of the transactions
described herein or related hereto, shall remain true until the repayment in
full of all of the Liabilities and termination of this Agreement, and shall be
remade by such Account Owner at the time each Revolving Loan is made and each
Letter of Credit is issued pursuant to this Agreement.

14. COVENANTS. Until payment and satisfaction in full of all
Liabilities and termination of this Agreement, unless each Borrower obtains the
Lenders' prior written consent waiving or modifying any of such Borrower's
covenants hereunder in any specific instance, such Borrower (and BCM-Alabama,
to the extent set forth herein) agrees both for itself and its Subsidiaries as
follows:

(a) Borrower shall at all times keep accurate and
complete books, records and accounts with respect to its
business activities, in accordance with sound accounting
practices and in accordance with GAAP, consistently applied,
and shall keep such books, records and accounts, and any
copies thereof, only at the addresses indicated for such
purpose on Exhibit A, and, in connection with such books and
records, Borrower shall install and implement no later than
January 1, 1996 a management information system satisfactory
to the Agent in its commercially reasonable judgment;

(b) Borrower agrees to deliver to each Lender the
following financial information, all of which shall be
prepared in accordance with GAAP, consistently applied: (i)
no later than thirty (30) days after each calendar month
(except with respect to any such calendar month which
coincides with the last month of any fiscal quarter, as to
which such financial statements shall be delivered no later
than forty-five (45) days after such calendar month) copies of
internally prepared financial statements of Smith
Environmental and its

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<PAGE> 54
Subsidiaries on a consolidated and consolidating, monthly and
year-to-date, basis, including, without limitation, balance
sheets and statements of income and retained earnings of Smith
Environmental and its Subsidiaries, certified by the chief
financial officer of Smith Environmental and accompanied by a
No Default Certificate and a Leverage Ratio Certificate, each
signed by the Borrowers' Chief Financial Officer (which
Certificates, for purposes hereof, may be consolidated into
one certificate); (ii) no later than ninety (90) days after
the end of each of Smith Environmental's fiscal years, annual
financial statements of Smith Environmental and its
Subsidiaries on a consolidated basis certified by independent
certified public accountants selected by Smith Environmental
and reasonably satisfactory to the Lenders, accompanied by (A)
a certificate furnished by such accountants, which certificate
may be limited to accounting matters and may disclaim
responsibility for legal interpretations, but shall in any
event certify that based on such accountants' review, as of
the dates of the financial statements being furnished, nothing
has come to the attention of such accountants which has caused
such accountants to believe that any Borrower failed to comply
with the terms, covenants, provisions and conditions contained
in paragraphs 14 (j), (k), (l), (m), (n) or (o) hereof (such
certificate to include calculations demonstrating compliance
with such covenants, as applicable), and, if such failure
shall have occurred, specifying the nature and extent thereof
and any corrective action taken or proposed to be taken with
respect thereto, and shall in addition certify that in the
course of preparing the audit and the certificate referred to
herein, such accountants have not become aware of the
occurrence of any other Default or Event of Default and, if
such Default or Event of Default shall have occurred,
specifying the nature thereof, (B) such annual financial
statements on a consolidating (but uncertified) basis, and (C)
a copy, within ten (10) days of Smith Environmental's receipt
thereof, if and when issued, of such accountants' "management
letter"; (iii) promptly upon the earlier of the mailing or
filing thereof, copies of all 10-Qs, 10-Ks, registration
statements and all other filings or communications made by
Smith Environmental to holders of its publicly traded
securities or to the Securities and Exchange Commission from
time to time pursuant to the Securities Exchange Act of 1934,
as amended, or the Securities Act of 1933, as amended; and
(iv) no later than thirty (30) days prior to the end of each
of Smith Environmental's fiscal years, a financial projection
for Smith Environmental and its Subsidiaries on a
month-by-month basis for the immediately ensuing fiscal year
and on a year- by-year basis for each of the three (3) fiscal
years following such ensuing fiscal year, in each case
prepared by the chief financial officer of Smith
Environmental;

(c) Borrower shall advise the Lenders in writing (i)
promptly of any event or development which has had or is
reasonably likely to have a Material Adverse Effect or the
occurrence of any Default or Event of Default hereunder; (ii)
within ten (10) Business Days after Borrower, any of its
Subsidiaries or any ERISA Affiliate knows or has reason to
know that a Termination Event has occurred, and shall provide
the Agent with a written statement of the chief financial
officer of Smith Environmental describing such Termination
Event, any action that is being

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<PAGE> 55
taken with respect thereto by Borrower, any such Subsidiary or
ERISA Affiliate, and any action taken or threatened by the
Internal Revenue Service, Department of Labor or Pension
Benefit Guaranty Corporation in connection therewith
(Borrower, such Subsidiary and the ERISA Affiliate shall be
deemed to know all facts known by the administrator of any
Benefit Plan of which it is the plan sponsor); (iii) within
(3) Business Days after the filing thereof with the Internal
Revenue Service, of each funding waiver request filed with
respect to any Benefit Plan and shall provide the Agent with a
copy thereof and copies of all communications received by
Borrower, any of its Subsidiaries or any ERISA Affiliate with
respect to such request; and (iv) within three (3) Business
Days after receipt by Borrower, any of its Subsidiaries or any
ERISA Affiliate, of notice of the Pension Benefit Guaranty
Corporation's intention to terminate a Benefit Plan or to have
a trustee appointed to administer a Benefit Plan, and shall
provide the Agent with copies of each such notice;

(d) The Agent, or any Persons designated by it, and each
Lender, at any time, upon reasonable notice (unless either a
Lender reasonably suspects that fraud has occurred or is
likely to occur with respect to an Account Owner or an Event
of Default has occurred and is continuing; in either of which
cases such notice shall not be given or required) in the
exercise of its commercially reasonable credit judgment, to
call at any Account Owner's places of business at any
reasonable times, and, without hindrance or delay, to inspect
the Collateral and to inspect, audit, check and make extracts
from any Account Owner's books, records, journals, orders,
receipts and any correspondence and other data relating to
such Account Owner's business, the Collateral or any
transactions between the parties hereto, and shall have the
right to make such verification concerning such Account
Owner's business as the Agent may consider reasonable under
the circumstances. Each Account Owner shall furnish to the
Agent and to each Lender such information relevant to each
such Lender's rights under this Agreement as the Agent or such
Lender shall at any time and from time to time reasonably
request. Each Account Owner authorizes the Agent and each
Lender to discuss the affairs, finances and business of such
Account Owner with any officers or directors of such Account
Owner or any Affiliate or with those employees of such Account
Owner with whom the Agent or such Lender has determined in its
commercially reasonable judgment to be necessary or desirable
to converse, or directors of any Affiliate. Each Account
Owner authorizes the Agent, with such Account Owner's prior
consent (which consent will not be unreasonably withheld or
delayed) to discuss the financial condition of such Account
Owner with such Account Owner's independent public
accountants. Any such discussions shall be without liability
to the Agent or any Lender. The Agent shall provide prior
notice to each Lender of the Agent's intention to conduct an
examination of an Account Owner's books and records and
Collateral, and shall distribute to each Lender a copy of the
final form of any written summary prepared by or at the
Agent's direction of such examination. Borrower shall pay to
or reimburse the Agent for all reasonable fees, costs, and
out-of-pocket expenses incurred by the Agent in the exercise
of the Agent's and the Lenders'

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<PAGE> 56
rights hereunder and all of such costs, fees and expenses
shall constitute Revolving Loans hereunder, shall be payable
on demand and, until paid, shall bear interest at the highest
rate then applicable to Loans hereunder;

(e) (i) Borrower shall: keep the Collateral properly
housed and shall keep the Collateral insured against
such risks and in such amounts as are customarily
insured against by Persons engaged in businesses
similar to that of Borrower with such companies, in
such amounts and under policies in such form as shall
be reasonably satisfactory to the Agent. Originals
or certified copies of such policies of insurance
shall be delivered to the Agent on the Closing Date,
together with evidence of payment of all premiums
therefor, and shall contain an endorsement, in form
and substance acceptable to the Agent, showing loss
under such insurance policies payable to the Agent.
Such endorsement, or an independent instrument
furnished to the Agent, shall provide that the
insurance company shall give the Agent at least
thirty (30) days written notice before any such
policy of insurance is altered or cancelled.
Borrower hereby directs all insurers under such
policies of insurance to pay all proceeds payable
thereunder directly to the Agent. Borrower
irrevocably, makes, constitutes and appoints the
Agent (and all officers, employees or agents
designated by the Agent) as Borrower's true and
lawful attorney (and agent-in-fact) for the purpose
of making, settling and adjusting claims under such
policies of insurance, endorsing the name of Borrower
on any check, draft, instrument or other item of
payment for the proceeds of such policies of
insurance and making all determinations and decisions
with respect to such policies of insurance, provided,
however, that the Agent shall exercise such rights
only upon the occurrence and during the continuance
of an Event of Default;

(ii) Borrower shall maintain, at its expense, such
public liability and third party property damage
insurance as is customary for Persons engaged in
businesses similar to that of Borrower with such
companies and in such amounts, with such deductibles
and under policies in such form as shall be
reasonably satisfactory to the Agent and originals or
certified copies of such policies shall be delivered
to the Agent on the Closing Date, together with
evidence of payment of all premiums therefor; each
such policy shall contain an endorsement showing the
Agent as additional insured thereunder and providing
that the insurance

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<PAGE> 57
company shall give the Agent at least thirty (30)
days written notice before any such policy shall be
altered or cancelled; and

(iii) If Borrower at any time or times hereafter
shall fail to obtain or maintain any of the policies
of insurance required above or to pay any premium in
whole or in part relating thereto, then the Agent,
without waiving or releasing any obligation by
Borrower or Default hereunder, may (but shall be
under no obligation to) obtain and maintain such
policies of insurance and pay such premiums and take
such other actions with respect thereto as the Agent
deems advisable. The Agent shall use reasonable
efforts to notify Borrower prior to the date Agent
takes such actions. All sums disbursed by the Agent
in connection with any such actions, including,
without limitation, court costs, expenses, other
charges relating thereto and reasonable attorneys'
fees, shall constitute Revolving Loans hereunder and
shall be payable on demand by Borrower to the Agent
and, until paid, shall bear interest at the highest
rate then applicable to Revolving Loans hereunder;

(f) Borrower shall not use the Collateral, or any part
thereof, in any unlawful business or for any unlawful purpose
or use or maintain any of the Collateral in any manner that
does or could result in material damage to the environment or
a violation of any applicable environmental laws, rules or
regulations, if any such use has or is reasonably likely to
have a Material Adverse Effect; Borrower shall keep the
Collateral in good condition, repair and order, ordinary wear
and tear excepted; Borrower shall not permit the Collateral,
or any part thereof, to be levied upon under execution,
attachment, distraint or other legal process; no Account Owner
shall sell, lease, grant a security interest in or otherwise
dispose of, cancel, terminate or allow to lapse any of the
Collateral except as expressly permitted by this Agreement; in
the event that Smith Environmental sells, transfers or
otherwise disposes of the Gould Equipment, and all or any
portion of the consideration received therefore by Smith
Environmental is in the form of a promissory note or notes,
Smith Environmental shall promptly forthwith deliver such note
or notes to the Agent and shall at such time execute and
deliver to the Agent a pledge agreement in respect of such
note or notes, in form and substance satisfactory to the Agent
in the exercise of its commercially reasonable credit
judgment; and Borrower shall not secrete or abandon any of the
Collateral, or remove or permit removal of any of the
Collateral (other than Collateral consisting of mobile goods
such as motor vehicles) from any of the locations listed on
Exhibit A or in any written notice to the Agent pursuant to
paragraph 13 hereof;

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<PAGE> 58
(g) all monies and other property obtained by Borrower
from the Lenders pursuant to this Agreement will be used
solely for business purposes of Borrower;

(h) Each Account Owner shall, at the request of the
Agent, indicate on its records concerning the Collateral a
notation, in form reasonably satisfactory to the Agent, of the
security interest of the Agent hereunder, and no Account Owner
shall maintain duplicates or copies of such records at any
address other than such Account Owner's principal place of
business set forth on Exhibit A hereto, provided, however,
that each Account Owner, in the ordinary course of its
business, may furnish copies of such records to its
accountants, attorneys and other agents or advisors as it may
determine to be necessary or desirable, in the exercise of its
commercially reasonable judgment;

(i) Borrower shall file all required tax returns and pay
all of its taxes when due, including, without limitation,
taxes imposed by federal, state or municipal agencies, and
shall cause any liens for taxes to be promptly released;
provided, that Borrower shall have the right to contest the
payment of such taxes in good faith by appropriate proceedings
so long as (i) the amount so contested is shown on Borrower's
financial statements, (ii) the contesting of any such payment
does not give rise to a lien for taxes, (iii) upon the
occurrence and during the continuance of Event of Default,
Borrower keeps on deposit with the Agent (such deposit to be
held without interest) an amount of money which, in the sole
judgment of the Agent, is sufficient to pay such taxes and any
interest or penalties that may accrue thereon, and (iv) if
Borrower fails to prosecute such contest with reasonable
diligence, the Agent may apply the money so deposited in
payment of such taxes. If Borrower fails to pay any such
taxes and in the absence of any such contest by Borrower, the
Agent may (but shall be under no obligation to) advance and
pay any sums required to pay any such taxes and/or to secure
the release of any lien therefor, and any sums so advanced by
the Agent shall constitute Revolving Loans hereunder, shall be
payable by Borrower to the Agent on demand, and, until paid,
shall bear interest at the highest rate then applicable to
Revolving Loans hereunder;

(j) Borrower shall not (i) incur, create, assume or
suffer to exist any indebtedness other than (A) indebtedness
arising under this Agreement, (B) unsecured indebtedness owing
in the ordinary course of business to trade suppliers, (C)
indebtedness evidenced by the Junior Securities, provided that
indebtedness evidenced by Junior Securities described in
clause (iii) of the definition thereof shall not exceed
$300,000 to any single Person described in such clause (iii)
and $2,200,000 to all such Persons at any one time
outstanding, (D) any other indebtedness described in paragraph
13(q)(ii), (E) indebtedness secured by Permitted Liens, and
(F) any other indebtedness not permitted hereinabove, so long
as such indebtedness does not exceed $200,000 in the aggregate
at any one time outstanding; or (ii) assume, guarantee or
endorse, or otherwise become liable in connection with, the
obligations of any Person (other than the Liabilities of the
other Borrower hereunder), except by (A) endorsement

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<PAGE> 59
of instruments for deposit or collection or similar
transactions in the ordinary course of business or (B)
indemnification on terms which are reasonable and customary,
given in connection with the issuance of surety bonds to be
obtained from time to time in the ordinary course of
Borrower's or its Subsidiary's business;

(k) Borrower shall not enter into any merger or
consolidation, other than (i) a merger or consolidation of
BCM, Riedel, or any other Subsidiary in existence on the
Closing Date (or otherwise approved in writing by the Agent)
with or into Smith Environmental or (ii) a merger or
consolidation by any Subsidiary other than an Account Owner
with or into any other Subsidiary, in each case so long as the
Agent shall have received at least thirty (30) days prior
written notice thereof, or sell, lease or otherwise dispose of
all or substantially all of its assets; without at least
thirty (30) days prior written notice to the Agent, Borrower
shall not create any new Subsidiary or Affiliate (provided,
however, that Borrower shall cause each such newly created
Subsidiary or Affiliate, upon the organization thereof, to
execute and deliver to the Agent, for the ratable benefit of
the Lenders (a) financing statements on form UCC-1, suitable
for recordation in all requisite jurisdictions and (b) a
secured guaranty of the Liabilities of each Borrower, pursuant
to an instrument of secured guaranty in form and substance
satisfactory to the Agent) or issue any shares of, or warrants
or other rights to receive or purchase any shares of, any
class of its stock; Borrower shall not enter into any
transaction outside the ordinary course of Borrower's
business;

(l) Borrower shall not (i) declare or pay any dividend or
other distribution (whether in cash or in kind) on, purchase,
redeem or retire any shares of any class of its stock, or
make any payment on account of, or set apart assets for the
repurchase, redemption, defeasance or retirement of, any class
of its stock, or (ii) make any optional payment on, or any
prepayment on or redemption of (including without limitation
by making payments to a sinking fund or analogous fund) or
repurchase of any indebtedness for borrowed money other than
indebtedness pursuant to this Agreement, provided, however,
that

(I) Borrower may make dividend payments on Junior
Securities which are equity securities and scheduled payments
of principal of and interest on Junior Securities which are
debt securities, so long as (A) the amount and timing of any
such payment is made strictly in accordance with the terms of
the Junior Security relating thereto (or the agreement or
instrument pursuant to which such Junior Security shall have
been issued), (B) no Default or Event of Default shall have
occurred and be continuing at the time of such payment or
would occur as a result thereof and (C) the combined Excess
Availability of the Borrowers, after giving effect to any such
payment, when averaged with the combined average Excess
Availability of the Borrowers for the preceding period of
twenty-nine (29) consecutive days, shall be not less than
$1,250,000; and

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(II) BCM-Parent to Smith Environmental, and BCM
may make other dividend payments in cash to BCM-Parent, so
long as (X) the proceeds thereof are used solely to pay the
administrative and other routine corporate expenses incurred
in the ordinary course of business of BCM-Parent, (Y) no
Default or Event of Default shall have occurred and be
continuing at the time of such payment or would occur as a
result thereof and (Z) the aggregate amount of all such
payments made during any consecutive twelve month period does
not exceed $100,000;

(m) Borrower shall not make any investment in any Person,
whether in cash, securities or other property of any kind,
other than (i) direct obligations of the United States of
America, or any agency thereof, or obligations guaranteed by
the United States of America; (ii) certificates of deposit
maturing within one year from the date of acquisition, bankers
acceptances, Eurodollar bank deposits, or overnight bank
deposits, in each case issued by, created by, or with, a
United States bank whose long-term certificates of deposit
have an investment grade rating by S&P or Moody's; (iii)
commercial paper given a rating of A1 or higher by S&P or P1
or higher by Moody's and maturing not more than 270 days from
the date of creation thereof; (iv) tender bonds, with a
maturity day or tender option of not in excess of one year,
with ratings of A1 or AA or higher by S&P or P1 or Aa or
higher by Moody's or the payment of the principal of and
interest on which is fully supported by a letter of credit
issued by a United States bank whose long-term certificates of
deposit are rated at least AA or the equivalent thereof by S&P
and Aa or the equivalent thereof by Moody's; (v) repurchase
agreements pertaining to investments of the types described in
clauses (i) (ii), (iii) and (iv) hereof, (vi) obligations of
or equity interests in any other Borrower or Account Owner
(including any investments initially made by Borrower in
BCM-Parent and simultaneously lent to another Borrower or
Account Owner) or obligations of any Subsidiary, provided the
aggregate amount of all investments in any Subsidiary other
than a Borrower or an Account Owner permitted under this
clause (vi) shall not exceed $100,000 during any consecutive
twelve (12) month period; (vii) stock obligations or
securities received in settlement of debt created in the
ordinary course of business which is owing to the Borrower or
any Subsidiary, provided such stock, obligations or securities
are promptly delivered to and pledged and assigned to the
Agent as collateral security for the Liabilities; (viii) other
investments not permitted above in an aggregate amount not
exceeding $250,000 at any time; and (ix) any other investments
which shall have been approved in writing by the Majority
Lenders;

(n) Borrower shall not change its fiscal year from a
fiscal year ending on September 30, nor amend its
organizational documents, or without the Lenders' prior
written consent, materially amend or modify any material term
or condition of the CVC Notes, the CVC Bridge Notes, the CVC
Note Purchase Agreement or the Consent Judgment;

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(o) Borrowers shall maintain and keep in full force and
effect each of the financial covenants set forth below. The
calculation and determination of each such financial covenant,
and all accounting terms contained therein, shall be so
calculated and construed in accordance with GAAP, applied on a
basis consistent with the financial statements of the
Borrowers delivered on or before the Closing Date:

(i) Consolidated Net Income or Loss. Smith
Environmental and its Subsidiaries, on a consolidated basis,
shall not have, as of the end of any fiscal quarter,
commencing with the fiscal quarter during which the Closing
Date shall occur, a Net Loss of greater than $100,000,
provided, however, that for purposes of compliance with this
covenant only, the calculation of such Net Loss shall exclude
any amounts, up to an aggregate sum of $1,800,000, of the kind
described in clause (c) of the definition of the term FFO,
which amounts shall have been written off or incurred, as the
case may be, for the four-month period ending September 30,
1995, provided, further, that all such amounts shall have been
described in reasonable detail on Schedule 14(o);

(ii) Consolidated Tangible Net Worth. Smith
Environmental and its Subsidiaries, on a consolidated basis,
shall maintain at all times during each period set forth
below, a Tangible Net Worth of not less than the amount set
forth below opposite each such period:

Minimum Consolidated
Measuring Period Tangible Net Worth
---------------- --------------------

(A) from Closing Date $6,500,000
through December 30,
1995

(B) from December 31, 1995 $7,000,000
through March 30, 1996

(D) from June 30, 1996 $9,500,000
through September 29,
1996

(E) from September 30, 1996 $11,500,000
through September 29,
1997

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(F) from September 30, 1997 $17,000,000
through September 29,
1998

(G) from September 30, 1998 $22,000,000
and at all times
thereafter

(iii) Consolidated Interest Coverage Ratio. Smith
Environmental and its Subsidiaries, on a consolidated basis,
shall maintain as of the end of each period set forth below, a
ratio of (A) EBITDA for such period less Capital Expenditures
made during such period to (B) Cash Interest Expense payable
during such period, of not less than the ratio set forth below
opposite each such period:

Minimum Consolidated
Measuring Period Interest Coverage Ratio
---------------- -----------------------

(A) fiscal quarter ending in 2.00 to 1.00
December, 1995

(B) two fiscal quarters 2.00 to 1.00
ending in March, 1996

(D) fiscal quarter ending in 3.00 to 1.00
September, 1996, and
each fiscal quarter
thereafter, through and
including the fiscal
quarter ending in June,
1997, in each case
together with the three
preceding fiscal
quarters

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(E) fiscal quarter ending in 3.50 to 1.00
September, 1997, and
each fiscal quarter
thereafter, in each case
together with the three
preceding fiscal
quarters

(iv) Consolidated Current Ratio. Smith
Environmental and its Subsidiaries, on a consolidated basis,
shall maintain as of the end of each fiscal quarter,
commencing with the fiscal quarter during which the Closing
Date shall occur, a ratio of (A) consolidated current assets
to (B) consolidated current liabilities of not less than 1.50
to 1.0, provided, however, that solely for purposes of
determining the Borrowers' compliance with this covenant, (x)
consolidated current assets shall exclude any cash or its
equivalent then on hand in excess of the aggregate amount of
$1,800,000 and (y) consolidated current liabilities shall not
include the outstanding principal balance of the Revolving
Loans;

(v) Consolidated Debt Service Coverage Ratio.
Smith Environmental and its Subsidiaries, on a consolidated
basis, shall maintain as of the end of each period set forth
below, a ratio of (A) FFO for such period less Capital
Expenditures made during such period to (B) the sum of current
principal maturities of long term debt due and owing during
such period and the portion of Capitalized Lease Obligations
due and owing during such period which is allocable to the
repayment of principal, of not less than the ratio set forth
below opposite each such period:

Minimum Consolidated
Measuring Period Debt Service Coverage Ratio
---------------- ---------------------------

(A) fiscal quarter ending in .80 to 1.00
December, 1995

(B) two fiscal quarters .85 to 1.00
ending in March, 1996

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(D) four fiscal quarters 1.90 to 1.00
ending in September,
1996, and each fiscal
quarter thereafter,
through and including
the fiscal quarter
ending in June, 1997, in
each case together with
the three preceding
fiscal quarters

(E) fiscal quarter ending in 2.50 to 1.00
September, 1997, and
each fiscal quarter
thereafter, through and
including the fiscal
quarter ending in June,
1998, in each case
together with the three
preceding fiscal
quarters

(F) fiscal quarter ending in 3.00 to 1.00
September, 1998, and
each fiscal quarter
thereafter, in each case
together with the three
preceding fiscal
quarters

(vi) Consolidated Capital Expenditures. Smith
Environmental and its Subsidiaries, on a consolidated basis,
shall not make Capital Expenditures of an aggregate amount
during each period set forth below of more than the amount set
forth below opposite each such period:

Measuring Period Maximum Capital Expenditures
---------------- -----------------------------

(A) fiscal year ending
September 30, 1996 $2,650,000

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(B) fiscal year ending $3,600,000
September 30, 1997

(vii) Funded Indebtedness as a Multiple of FFO.
Smith Environmental and its Subsidiaries, on a consolidated
basis, shall have as of the end of each period set forth below
an amount of Funded Indebtedness for such period of no greater
than an amount equal to the product of (A) FFO for such period
less Capital Expenditures for such period (annualized as
hereinafter provided), multiplied by (B) the multiplier set
forth below opposite each such period, provided, however, that
for purposes of compliance with this covenant only, the
calculation of Funded Indebtedness shall (x) exclude all
Indebtedness of the kind described in clause (i) of the
definition of the term Indebtedness and (y) include all
Indebtedness which matures within one year from the date of
determination, so long as such Indebtedness matures in more
than one year from the date of its incurrence:

Measuring Period Multiplier
---------------- ----------
(A) fiscal quarter ending in 14
December, 1995

(B) two fiscal quarters 14
ending in March, 1996

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(D) fiscal quarter ending in 7
September, 1996, and
each fiscal quarter
thereafter, through and
including the fiscal
quarter ending in June,
1997, in each case
together with the three
preceding fiscal
quarters

(E) fiscal quarter ending in 6
September, 1997, and
each fiscal quarter
thereafter, through and
including the fiscal
quarter ending in June,
1998, in each case
together with the three
preceding fiscal
quarters

(F) fiscal quarter ending in 5
September, 1998, and
each fiscal quarter
thereafter, in each case
together with the three
preceding fiscal
quarters

provided, further, that for purposes of compliance with this
covenant only, the excess of FFO over Capital Expenditures for
each of the periods set forth in clauses (A), (B) and (C)
above shall be deemed to equal the excess of actual FFO over
Capital Expenditures for each such period, multiplied by 4, 2
and 1 1/3, respectively;

(viii) Billability. Smith Environmental and its
Subsidiaries, on a consolidated basis, shall maintain a
Billability, for any period of three (3) consecutive months,
commencing with the month of August, 1995 of not less than
62.5%;

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(p) Borrower shall reimburse Chemical for all costs and
expenses (collectively "Costs and Expenses") including,
without limitation, legal expenses and reasonable attorneys'
fees (in-house and outside counsel) incurred by Chemical on or
before the Closing Date in connection with the documentation
and consummation of this transaction and any other
transactions between Borrower and Chemical, including, without
limitation, Uniform Commercial Code and other public record
searches, lien filings, Federal Express or similar express or
messenger delivery, appraisal costs, surveys, title insurance
and environmental audit or review costs. Borrower shall
reimburse the Agent and each Lender for all Costs and Expenses
incurred by any of them after the Closing Date in seeking to
collect, protect or enforce any rights in or to the Collateral
or in seeking to collect any Liabilities or in enforcing any
of their rights under this Agreement. Borrower shall also pay
all normal service charges with respect to accounts maintained
by the Agent for the benefit of Borrower. All such Costs and
Expenses (i) incurred on or before the Closing Date shall be
payable in full on the Closing Date, (ii) incurred or payable
within the sixty (60) consecutive day period from the Closing
Date shall be automatically charged by the Agent to the
Borrowers' account and (iii) incurred or payable after the
Closing Date (excluding those Costs and Expenses described in
clause (ii) hereof) shall constitute Revolving Loans
hereunder, shall be payable by Borrowers to the Lenders on
demand, and, until paid, shall bear interest at the per annum
rate of the ABR plus one and one-half per cent (1-1/2%); and

(q) Borrower will cause to be delivered to the Agent upon
the Agent's reasonable request therefor, each of the
following: (i) a copy of each Plan (or, where any such Plan is
not in writing, a complete description thereof) (and if
applicable, related trust agreements, loan agreements or other
funding instruments) and all amendments thereto, all written
interpretations thereof and written descriptions thereof that
have been distributed to employees or former employees of
Borrower or its Subsidiaries; (ii) the most recent
determination letter issued by the Internal Revenue Service
with respect to each Benefit Plan; (iii) for the three most
recent Plan years, Annual Reports on Form 5500 Series required
to be filed with any governmental agency for each Benefit
Plan; (iv) all actuarial reports prepared for the last three
Plan years for each Benefit Plan; (v) a listing of all
Multiemployer Plans, with the aggregate amount of the most
recent annual contributions required to be made by the
Borrower or any ERISA Affiliate to each such Plan and copies
of the collective bargaining agreements requiring such
contributions: (vi) any information that has been provided to
Borrower or any ERISA Affiliate regarding withdrawal liability
under any Multiemployer Plan; and (vii) the aggregate amount
of the most recent annual payments made to former employees of
Borrower or any ERISA Affiliate under any Retiree Health Plan.

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15. CONDITIONS PRECEDENT.

(a) The obligation of each Lender to fund its
Proportionate Share of the Term Loans, to fund its Proportionate Share of the
initial Revolving Loan, and to purchase a participation interest in the initial
Letter of Credit, is subject to the satisfaction or waiver on or before the
Closing Date of the following conditions precedent:

(i) The Agent shall have received each of the
agreements, opinions, reports, approvals, consents,
certificates and other documents set forth on the closing
document list attached hereto as Schedule A (the "Closing
Document List").

(ii) Since February 28, 1995, no event shall have
occurred which has had or could reasonably be expected to have
a Material Adverse Effect, as determined by the Lenders in
their commercially reasonable credit judgment.

(iii) The Lenders shall have received payment in
full of all fees (including reasonable attorneys' fees) and
expenses payable to them by the Borrowers on or before the
Closing Date;

(iv) The Agent shall have determined that
immediately after giving effect to (A) the making of the
initial Loans, including without limitation the Term Loans and
the Revolving Loans, if any, requested to be made on the
Closing Date, (B) the issuance of the initial Letter of
Credit, if any, requested to be made on the Closing Date and
(C) the payment or reimbursement by Borrowers of the Lenders
for all closing costs and expenses incurred in connection with
the transactions contemplated hereby, on a pro forma basis the
combined Excess Availability of the Borrowers shall not be
less than Five Million Dollars ($5,000,000);

(v) The Agent shall have received a certificate
from the Borrowers' chief executive officer, chief financial
officer or controller, pursuant to which such officer shall
certify that in calculating the Excess Availability described
in clause (iv) above, the Borrowers' outstanding trade
payables, as of the Closing Date, were not (and are not)
materially greater than the average outstanding amount of such
trade payables as calculated for the three month period prior
to the Closing Date.

(vi) The Agent shall have determined that on a pro
forma basis, assuming the consummation of the transactions
contemplated by the Agreement and the Other Agreements, and
the making of the initial Loans, both before and after such
events, none of the Borrowers nor any of the other Account
Owners shall (A) be insolvent or rendered insolvent, (B) be
left with an unreasonably small capital with which to engage
in its business or (C) have incurred debts beyond its ability
to pay as such debts mature.

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<PAGE> 69
(vii) The Agent shall have received and reviewed to
its satisfaction the field examination report and takeover
examination report, prepared as of a recent date, by members
of the Agent's field examination staff.

(viii) The Agent shall have received and reviewed to
its satisfaction (A) the Borrowers' projected liquidity
analysis, (B) the results of the examination and analysis
performed by the accounting firm of KPMG, (C) the results of
the appraisals of the Borrowers' plant, property and
equipment, performed on the basis of both orderly liquidation
values and fair market values, (D) all outstanding litigation
in which any Borrower or other Obligor is or is likely to
become a party, (E) an environmental examination of the
property of the Borrowers, (F) the terms and conditions of all
management and consulting fees payable by the Borrowers, (F)
the results of an examination of the Borrowers' material
suppliers and customers and (G) the closing and other
transactional fees and expenses payable by the Borrowers in
connection with the consummation of this Agreement and the
transactions contemplated to occur hereunder.

(ix) The Obligors shall have executed and
delivered to the Lenders all documents which the Agent shall
determine are reasonably necessary to consummate the
transactions contemplated hereby.

(b) After the Closing Date, the obligation of each Lender
to make any requested Revolving Loan or to purchase a participation interest in
any requested Letter of Credit is subject to the satisfaction of the conditions
precedent set forth below. Each such request shall constitute a representation
and warranty that such conditions are satisfied:

(i) All representations and warranties contained
in this Agreement and the Other Agreements shall be true and correct
on and as of the date of such request, as if then made, other than
representations and warranties that relate solely to an earlier date;

(ii) No Default or Event of Default shall have
occurred, or would result from the making of the requested Revolving
Loan or the issuance of the requested Letter of Credit, which has not
been waived; and

(iii) Since February 28, 1995, no event has
occurred which has had or could reasonably be expected to have a
Material Adverse Effect.

16. DEFAULT. The occurrence of any one or more of the following
events shall constitute an "EVENT OF DEFAULT" hereunder:

(a) the failure of any Obligor to pay when due, declared
due, or demanded by the Lenders, the principal amount of the Loans, or any of
the other Liabilities;

(b) the failure of any Obligor to perform, keep or
observe (i) any of the covenants contained in paragraph 14 other than those
contained in paragraph 14(e), (f) or (i) or

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(ii) any of the covenants contained in paragraph 14(e), (f) or (i) or any other
covenants, conditions, promises, agreements or obligations of such Obligor
under this Agreement or any of the Other Agreements, except as otherwise set
forth in clause (i) of this paragraph 16(b), which failure continues without
cure for thirty (30) days from the later to occur of the event or condition
giving rise to such failure or Obligor's actual knowledge thereof;

(c) the making or furnishing by any Obligor to the Agent
or the Lenders of any representation, warranty, certificate, schedule, report
or other communication within or in connection with this Agreement or the Other
Agreements or in connection with any other agreement between the Lenders and
such Obligor, which is untrue or misleading in any material respect;

(d) the creation (whether voluntary or involuntary) of,
or any attempt to create, any lien or other encumbrance upon any of the
Collateral, other than the Permitted Liens, or the making or any attempt to
make any levy, seizure or attachment thereof;

(e) the commencement of any proceedings (i) in bankruptcy
by or against any Obligor, (ii) for the liquidation or reorganization of any
Obligor, (iii) alleging that such Obligor is insolvent or unable to pay its
debts as they mature, or (iv) for the readjustment or arrangement of any
Obligor's debts, whether under the United States Bankruptcy Code or under any
other law, whether state or federal, now or hereafter existing for the relief
of debtors, or the commencement of any analogous statutory or non-statutory
proceedings involving any Obligor; provided, however, that if such commencement
of proceedings against such Obligor is involuntary, such action shall not
constitute an Event of Default unless such proceedings are not dismissed within
sixty (60) days after the commencement of such proceedings;

(f) the appointment of a receiver or trustee for any
Obligor, for any of the Collateral or for any substantial part of any Obligor's
assets or the institution of any proceedings for the dissolution, or the full
or partial liquidation, or the merger or consolidation, of any Obligor which is
a corporation or a partnership; provided, however, that if such appointment or
commencement of proceedings against such Obligor is involuntary, such action
shall not constitute an Event of Default unless such appointment is not revoked
or such proceedings are not dismissed within thirty (30) days after the
commencement of such proceedings;

(g) the entry of any judgment or order in excess of
$100,000 against any Obligor which remains unsatisfied or undischarged and in
effect for thirty (30) days after such entry without a stay of enforcement or
execution;

(h) the occurrence of an event of default under, or the
revocation or termination of, any agreement, instrument or document executed
and delivered by any Person to the Agent or the Lenders pursuant to which such
Person has guaranteed to the Agent or the Lenders the payment of all or any of
the Liabilities or has granted the Agent or the Lenders a security interest in
or lien upon some or all of such Person's real and/or personal property to
secure the payment of all or any of the Liabilities;

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(i) the occurrence of an event of default under (i) the
CVC Note Purchase Agreement, (ii) the Terms of Payment attached to the Consent
Judgment or (iii) any other agreement or instrument evidencing indebtedness for
borrowed money in excess of $500,000 executed or delivered by a Borrower or
pursuant to which agreement or instrument such Borrower or its properties is or
may be bound;

(j) a Change of Control shall occur; or

(k) this Agreement, any Note or any of the Other
Agreements shall for any reason cease to be, or shall be asserted by any
Borrower or Account Owner not to be, a legal, valid and binding obligation of
any Borrower or Account Owner, enforceable in accordance with its terms, or the
security interest or lien purported to be created by this Agreement or any of
the Other Agreements shall for any reason cease to be, or be asserted by any
Borrower or Account Owner not to be, a valid, first priority perfected security
interest in any Collateral (except to the extent otherwise permitted under this
Agreement or any of the Other Agreements).

17. REMEDIES UPON AN EVENT OF DEFAULT.

(a) Upon the occurrence and during the continuance of an
Event of Default described in paragraph 16(e) hereof, all of the Liabilities of
each Borrower shall immediately and automatically become due and payable,
without notice of any kind. Upon the occurrence and during the continuance of
any other Event of Default, (i) at the option of the Majority Lenders, the
Revolving Loan Commitments shall be immediately terminated and at all times
thereafter all Revolving Loans made by any Lender shall be made at such
Lender's sole discretion and (ii) all of the Liabilities of each Borrower may,
at the option of the Majority Lenders, and without demand, notice or legal
process of any kind, be declared, and immediately shall become, due and
payable.

(b) Upon the occurrence and during the continuance of an
Event of Default, the Agent may exercise from time to time any rights and
remedies available to it under the Uniform Commercial Code and any other
applicable law in addition to, and not in lieu of, any rights and remedies
expressly granted in this Agreement or in any of the Other Agreements and all
of the Agent's rights and remedies shall be cumulative and non-exclusive to the
extent permitted by law. In particular, but not by way of limitation of the
foregoing, the Agent may, without notice, demand or legal process of any kind,
take possession of any or all of the Collateral (in addition to Collateral of
which it already has possession), wherever it may be found, and for that
purpose may pursue the same wherever it may be found, and may enter into any of
each Account Owner's premises where any of the Collateral may be, and search
for, take possession of, remove, keep and store any of the Collateral until the
same shall be sold or otherwise disposed of, and the Agent shall have the right
to store the same at any of each Account Owner's premises without cost to the
Agent. At the Agent's request, each Account Owner shall, at such Account
Owner's expense, assemble the Collateral of such Account Owner and make it
available to the Agent at one or more places to be designated by the Agent and
reasonably convenient to the Agent and such Account Owner. Each Account Owner
recognizes that if such Account Owner fails to perform, observe or discharge
any of its Liabilities under this Agreement or the Other Agreements, no remedy
at law will provide adequate relief to the

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Agent, and each Account Owner agrees that the Agent shall be entitled to
temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages. Any notification of intended disposition
of any of the Collateral required by law will be deemed reasonably and properly
given if given at least five (5) calendar days before such disposition. Any
proceeds of any disposition by the Agent of any of the Collateral of an Account
Owner may be applied by the Agent to the payment of expenses in connection with
the Collateral including, without limitation, legal expenses and reasonable
attorneys' fees (both in-house and outside counsel) and any balance of such
proceeds may be applied by the Agent toward the payment of such of the
Liabilities of such Account Owner, and in such order of application, as the
Agent may from time to time elect.

18. THE AGENT.

(a) Appointment of Agent

(i) Each Lender hereby designates Chemical as its Agent
and irrevocably authorizes the Agent to take action on its behalf under this
Agreement and the Other Agreements, to exercise the powers and perform the
duties described therein, and to exercise such other powers reasonably
incidental thereto. The Agent may perform any of its duties through its agents
or employees.

(ii) Other than the Borrowers' rights under subparagraph
(h) hereof, this paragraph 18 is for the benefit of the Agent and the Lenders
only. The Agent shall act only for the Lenders and assumes no obligation to or
agency or trust relationship with any Obligor.

(b) Nature of Duties of Agent. The Agent has no duties hereof or
responsibilities except those expressly set forth in this Agreement and the
Other Agreements. Neither the Agent nor any of its officers, directors,
employees or agents shall be liable for any action taken or omitted hereunder
or in connection herewith. The duties of the Agent shall be mechanical and
administrative in nature. The Agent shall not have a fiduciary relationship to
any Lender or any participant of any Lender.

(c) Lack of Reliance on Agent. Independently and without reliance
upon the Agent, each Lender has made and shall continue to make its own
independent investigation and analysis of the content and validity of this
Agreement and the Other Agreements or of the performance and creditworthiness
of the Obligors thereunder. The Agent assumes no responsibility and undertakes
no obligation to make inquiry with respect to such matters, unless specifically
requested to do so in writing by a Lender.

(d) Certain Rights of the Agent. The Agent may request
instructions from the Majority Lenders at any time. If the Agent requests
instructions from the Majority Lenders with respect to any action or inaction,
the Agent shall be entitled to await instructions from the Majority Lenders
before such action or inaction. No Lender shall have any right of action based
upon the Agent's action or inaction in response to instructions from the
Majority Lenders.

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(e) Reliance by Agent. The Agent may rely upon written or
telephonic communication it believes to be genuine and to have been signed,
sent or made by the proper person. The Agent may obtain the advice of legal
counsel (including, for matters concerning the Borrowers, counsel for the
Borrowers), independent public accountants and other experts selected by it and
shall have no liability for action or inaction in good faith based upon such
advice.

(f) Indemnification of Agent. Each Lender agrees to reimburse and
indemnify the Agent, to the extent of its Proportionate Share, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against the Agent in performing its duties hereunder or
otherwise relating to this Agreement and the Other Agreements, unless resulting
from the Agent's gross negligence or willful misconduct.

(g) The Agent in its Individual Capacity. In its individual
capacity, the Agent shall have the same rights and powers hereunder as any
other Lender and may exercise them as though it was not performing the duties
specified herein. The terms "Lenders," "Majority Lenders," or any similar
terms shall, unless the context clearly otherwise indicates, include the Agent
in its individual capacity. The Agent and its affiliates may accept deposits
from, lend money to, acquire equity interests in, and generally engage in any
kind of banking, trust, financial advisory or other business with the Borrowers
or any affiliate of the Borrowers as if it were not performing the duties
specified herein, and may accept fees and other consideration from the
Borrowers for services in connection with this Agreement and otherwise without
having to account for the same to the Lenders.

(h) Successor Agent.

(i) The Agent may, upon five Business Days' notice to the
Lenders and the Borrowers, resign by giving written notice thereof to the
Lenders and the Borrowers. The Agent's resignation shall be effective upon the
appointment of a successor Agent.

(ii) Upon receipt of the Agent's resignation, the Majority
Lenders may appoint a successor Agent. Unless an Event of Default shall have
occurred and be continuing at the time of such appointment, the successor Agent
shall be subject to approval by the Borrowers, which approval shall not to be
unreasonably withheld and shall be delivered to the Majority Lenders within
five Business Days after the Borrowers' receipt of notice of a proposed
successor Agent. If a successor Agent has not accepted its appointment within
fifteen Business Days, then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent.

(iii) Upon its acceptance of the agency hereunder, a successor
Agent shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under this Agreement. The retiring
Agent shall continue to have the benefit of this paragraph 18 for any action or
inaction while it was Agent.

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(i) Collateral Matters.

(i) Each Lender authorizes and directs the Agent to enter
into the Other Agreements for the benefit of the Lenders. Except as otherwise
set forth herein, any action or exercise of powers by the Majority Lenders
under the Other Agreements, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Lenders.
Prior to an Event of Default, without notice to or consent from any Lender, the
Agent may take any action necessary or advisable to perfect and maintain the
perfection of the liens upon the Collateral.

(ii) The Agent is authorized to release any lien granted
to or held by the Agent upon any Collateral (A) upon termination of the
Revolving Loan Commitments and indefeasible payment and satisfaction of all of
the Loans and other Liabilities, (B) upon receipt of the proceeds of sales of
the Collateral permitted hereunder or (C) except as otherwise provided in
paragraph 23(f) (i) (I) (2), if the release can be and is approved by the
Majority Lenders. The Agent may request and the Lenders will provide
confirmation of the Agent's authority to release particular types or items of
Collateral.

(iii) The Agent shall have no obligation to assure that the
Collateral exists or is owned by a Borrower or any of its Subsidiaries, or by
any other Account Owner, or that such Collateral is cared for, protected or
insured, or that the liens in the Collateral have been created, perfected, or
have any particular priority. With respect to the Collateral, the Agent may
act in any manner it may deem appropriate, in its sole discretion, given the
Agent's own interest in the Collateral as one of the Lenders, and it shall have
no duty or liability whatsoever to the Lenders, except for its gross negligence
or willful misconduct.

(j) Actions with Respect to Defaults. In addition to the Agent's
right to take actions on its own accord as permitted under this Agreement, the
Agent shall take such action with respect to a Default or Event of Default as
shall be directed by the Majority Lenders. Until the Agent shall have received
such directions, the Agent may act (or not act) as it deems advisable and in
the best interests of the Lenders.

19. INDEMNIFICATION. Each Borrower agrees to defend (with counsel
reasonably satisfactory to the Agent), protect, indemnify and hold harmless the
Agent, each affiliate or subsidiary of the Agent and each Lender, and each of
their respective officers, directors, employees, attorneys and agents (each an
"INDEMNIFIED PARTY") from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, expenses
and disbursements of any kind or nature (including, without limitation, the
disbursements and the reasonable fees of counsel for each Indemnified Party in
connection with any investigative, administrative or judicial proceeding,
whether or not the Indemnified Party shall be designated a party thereto),
which may be imposed on, incurred by, or asserted against, any Indemnified
Party (whether direct, indirect or consequential and whether based on any
federal, state or local laws or regulations including, without limitation,
securities, environmental and commercial laws and regulations, under common law
or in equity, or based on contract or otherwise) in any manner relating to or
arising out of this Agreement or any Other Agreement, or any act, event or
transaction related or attendant thereto, the making and the management of

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the Loans or any Letters of Credit or the use or intended use of the proceeds
of the Loans or any Letters of Credit; provided, however, that no Borrower
shall have any obligation hereunder to any Indemnified Party with respect to
matters caused by or resulting from the willful misconduct or gross negligence
of such Indemnified Party. To the extent that the undertaking to indemnify set
forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, each Borrower shall satisfy such undertaking to the
maximum extent permitted by applicable law. Any liability, obligation, loss,
damage, penalty, cost or expense covered by this indemnity shall be paid to
each Indemnified Party on demand, and, failing prompt payment, shall, together
with interest thereon at the highest rate then applicable to Revolving Loans
hereunder from the date incurred by each Indemnified Party until paid by such
Borrower, be added to the Liabilities of such Borrower and be secured by the
Collateral of such Borrower. The provisions of this paragraph 19 shall survive
the satisfaction and payment of the other Liabilities and the termination of
this Agreement.

20. NOTICES. All written notices and other written communications
with respect to this Agreement shall be sent by ordinary, certified or
overnight mail, by telecopy or delivered in person, and in the case of the
Agent or any Lender shall be sent to the Agent, as follows: Chemical Bank,
Asset Based Region, 633 Third Avenue, 7th Floor, New York, New York 10017,
Attention: Credit Deputy, and in the case of any Account Owner shall be sent to
any one of them in care of Smith Environmental, at its principal place of
business as set forth on Exhibit A hereto.

21. CHOICE OF GOVERNING LAW AND CONSTRUCTION. This Agreement and
the Other Agreements are submitted by Borrowers to the Lenders for their
acceptance or rejection at each of their respective principal places of
business as an offer by Borrowers to borrow monies from the Lenders now and
from time to time hereafter, and shall not be binding upon the Lenders or
become effective until accepted by the Lenders, in writing, at said places of
business. If so accepted by the Lenders, this Agreement and the Other
Agreements shall be deemed to have been executed and delivered at New York, New
York. THIS AGREEMENT AND THE OTHER AGREEMENTS SHALL BE GOVERNED AND CONTROLLED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK AS TO INTERPRETATION,
ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS,
INCLUDING, WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE AND OTHER
CHARGES, BUT EXCLUDING PERFECTION OF THE SECURITY INTERESTS IN THE COLLATERAL,
AND THE EFFECT OF PERFECTION OR NON-PERFECTION, WHICH SHALL BE GOVERNED AND
CONTROLLED BY THE LAWS OF THE RELEVANT JURISDICTION. If any provision of this
Agreement shall be held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or remaining
provisions of this Agreement.

22. FORUM SELECTION AND SERVICE OF PROCESS. To induce the Lenders
to accept this Agreement, each Account Owner irrevocably agrees that, subject
to the Lenders' sole and absolute election, ALL ACTIONS OR PROCEEDINGS IN ANY
WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT,
THE OTHER AGREEMENTS OR THE COLLATERAL SHALL BE LITIGATED IN

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COURTS HAVING SITUS WITHIN THE CITY OF NEW YORK, STATE OF NEW YORK. EACH
ACCOUNT OWNER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL,
STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITY AND STATE. Each Account Owner
hereby agrees that within thirty (30) days of the Closing Date, such Account
Owner shall irrevocably appoint and designate The Prentice-Hall Corporation
System, Inc., whose address is Albany, New York, as such Account Owner's true
and lawful attorney and duly authorized agent for acceptance of service of
legal process, and each Account Owner shall promptly deliver to the Agent
evidence satisfactory to the Agent of such appointment of The Prentice-Hall
Corporation System, Inc. Each Account Owner agrees that service of such
process upon The Prentice-Hall Corporation System, Inc. shall constitute
personal service of such process upon such Account Owner. EACH ACCOUNT OWNER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY
LITIGATION BROUGHT AGAINST SUCH ACCOUNT OWNER BY THE AGENT OR ANY OF THE
LENDERS IN ACCORDANCE WITH THIS PARAGRAPH.

23. MODIFICATION AND BENEFIT OF AGREEMENT.

(a) This Agreement and the Other Agreements may not be modified,
altered or amended except by an agreement in writing signed by the Borrower to
be charged thereunder. No Borrower may sell, assign or transfer this
Agreement, or the Other Agreements or any portion thereof including, without
limitation, such Borrower's rights, titles, interest, remedies, powers or
duties thereunder.

(b) Lender Assignment. Each Lender may assign to one or more
banks or other financial institutions all or a portion of its rights and
obligations under this Agreement, the Revolving Note, the Term Notes and the
Other Agreements, with the consent of the Agent and the consent of the
Borrowers (which shall not be unreasonably withheld), and upon execution and
delivery to the Agent, for its acceptance and recording in the Register, of an
agreement in substantially the form of Exhibit B (an "Assignment and Assumption
Agreement"), together with surrender of any Note or Notes subject to such
assignment. The aggregate amount of a Commitment purchased by an assignee
hereunder shall be for not less than $5,000,000, unless it is to another
Lender. (This paragraph does not apply to branches and affiliates of a Lender,
it being understood that a Lender may make, carry or transfer Loans at or for
the account of any of its branch offices or affiliates without consent of the
Borrowers, the Agent or any other Lender.)

(c) Agent's Register. The Agent shall maintain a register of the
names and addresses of the Lenders, their Commitments, and the principal amount
of their Loans (the "Register"). The Agent shall also maintain a copy of each
Assignment and Assumption Agreement delivered to and accepted by it and modify
the Register and Annex I hereto to give effect to each Assignment and
Assumption Agreement. Upon its receipt of each Assignment and Assumption
Agreement and surrender of the affected Note or Notes, the Agent will give
prompt notice thereof to the Borrowers and deliver to the Borrowers a copy of
the Assignment and Assumption Agreement and the surrendered Note or Notes.
Within five Business Days after its receipt of such notice, the Borrowers shall
execute and deliver to the Agent new Notes to the order of the

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assignee in the amount of the Commitment or Commitments assumed by it and to
the assignor in the amount of the Commitment or Commitments retained by it, if
any. Such new Note or Notes shall re-evidence the Loans outstanding under the
surrendered Note or Notes, shall be dated as of the Closing Date and shall be
substantially in the form of Exhibit C. The Agent shall be entitled to rely
upon the Register exclusively for purposes of identifying the Lenders
hereunder.

(d) Lender Participations. Each Lender may sell participations
(without the consent of the Agent, the Borrowers or any other Lender) to one or
more parties in or to all or a portion of its rights and obligations under this
Agreement, the Notes and the Other Agreements. Notwithstanding a Lender's sale
of a participation interest, its obligations hereunder shall remain unchanged.
The Borrowers, the Agent, and the other Lenders shall continue to deal solely
and directly with such Lender. No participant shall have rights to approve any
amendment or waiver of this Agreement except to the extent such amendment or
waiver would (i) increase the participant's obligation in respect of the
Commitment of the Lender from which the participant purchased its participation
interest; (ii) reduce the principal of, or rate or amount of interest on the
Loans subject to such participation, (iii) postpone any maturity date fixed for
final payment of principal of the Loans subject to the participation interest,
and (iv) release any guarantor of the Liabilities or all or a substantial
portion of the Collateral, other than when otherwise permitted hereunder.

(e) Assignments and Participations to be made ratably. It is
expressly understood and agreed by and among the Lenders and the Borrowers that
(i) each sale by a Lender (whether by way of assignment or participation) of an
interest in such Lender's Commitment shall be made ratably as among such
Lender's Proportionate Shares of the then outstanding Revolving Loans, Term
Loan and Letter of Credit Obligations, (ii) no Lender may make an assignment
of, or sell a participation in, all or any portion of its interest in any
credit facility established pursuant to this Agreement unless such Lender, to
the same proportionate extent and to the same assignee or participant, as the
case may be, simultaneously makes an assignment of, or sells a participation
in, such Lender's proportionate interest in all other credit facilities
established pursuant to this Agreement and then in effect, and (iii) each
Lender agrees that any sale (whether by way of assignment or participation) of
an interest in its Commitment (A) made or to be made during the period from the
Closing Date to the date which is 180 days thereafter and (B) to a bank or
other financial institution which is not a Lender hereunder, may only be made
by such selling Lender if its prospective assignee or prospective participant
concurrently purchases an interest of the same dollar amount from each other
Lender which elects to sell such interest to such prospective assignee or
prospective participant; each Lender agrees that during such period the Agent
shall coordinate all such sales.

(f) Amendments and Waivers. No consent or election required to be
made under this Agreement and no amendment or waiver of any provision of this
Agreement, other than paragraph 14(b), or any Other Agreement shall be
effective unless in writing and signed by the Majority Lenders (or by the Agent
on their behalf), except that:

(i) the consent of all the Lenders is required to (A)
increase the Total Credit Facility or the Revolving Line of Credit, (B) reduce
the principal of, or rate of interest on, any

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of the Notes, any Letter of Credit Obligations or any fees hereunder (other
than fees that are exclusively for the account of the Agent or the Issuing
Bank), (C) postpone any date fixed for any payment in respect of principal of
or interest on any of the Notes, any Letter of Credit Obligations or any fees
hereunder, other than fees parenthetically referred to in clause (B) hereof,
(D) revise the scheduled amortization of any of the Term Notes, (E) increase
any of the advance rates used to calculate the Consolidated Borrowing Base, (F)
change the percentage of the Commitments or any other minimum requirement
necessary for the Lenders or the Majority Lenders to take any action hereunder,
(G) amend or waive this paragraph or change the definition of Majority Lenders,
(H) terminate any instrument of guaranty executed by an Obligor in favor of the
Agent or release any Obligor from his or its liability thereunder, (I) except
as otherwise expressly provided in this Agreement, and other than in connection
with (1) the financing, refinancing, sale or other disposition of any asset of
the Borrowers permitted under this Agreement and without duplication or (2) the
sale of any assets of the Borrowers up to an aggregate amount not to exceed
$500,000 in any consecutive twelve (12) month period (as to which sale or
disposition only the Agent's consent shall be required, so long as the proceeds
of any such sale or other disposition are applied in accordance with the terms
of this Agreement), release any liens in favor of the Lenders on any of the
Collateral or (J) amend or modify any material term or provision of the CVC
Note Purchase Agreement, the CVC Notes or the CVC Bridge Notes or consent to
any optional payment on, or any prepayment on or redemption of, the
indebtedness arising thereunder; and

(ii) the consent of the Agent shall be required for any
amendment, waiver or consent affecting the rights or duties of the Agent under
this Agreement or any Other Agreements, in addition to the consent of the
Lenders otherwise required by this paragraph.

24. HEADINGS OF SUBDIVISIONS. The headings of subdivisions in
this Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of this Agreement.

25. POWER OF ATTORNEY. Each Account Owner acknowledges and agrees
that its appointment of the Agent as its attorney and agent-in-fact for the
purposes specified in this Agreement is an appointment coupled with an interest
and shall be irrevocable until all of the Liabilities are paid in full and this
Agreement is terminated.

26. WAIVER OF JURY TRIAL; OTHER WAIVERS; CONFIDENTIALITY.

(a) THE AGENT, EACH LENDER AND EACH ACCOUNT OWNER HEREBY
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE
LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY SUCH ACCOUNT
OWNER, THE AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY,
ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN SUCH ACCOUNT OWNER AND THE
AGENT OR SUCH LENDER. IN NO EVENT SHALL THE AGENT OR SUCH LENDER BE LIABLE FOR
LOST PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.

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(b) Each Account Owner hereby waives demand, presentment,
protest and notice of nonpayment, and further waives the benefit of all
valuation, appraisal and exemption laws.

(c) The Lenders' failure, at any time or times hereafter,
to require strict performance by any Account Owner of any provision of this
Agreement or any of the Other Agreements shall not waive, affect or diminish
any right of the Lenders thereafter to demand strict compliance and performance
therewith. Any suspension or waiver by the Lenders of an Event of Default
under this Agreement or any default under any of the Other Agreements shall not
suspend, waive or affect any other Event of Default under this Agreement or any
other default under any of the Other Agreements, whether the same is prior or
subsequent thereto and whether of the same or of a different kind or character.
No delay on the part of the Lenders in the exercise of any right or remedy
under this Agreement or any Other Agreement shall preclude other or further
exercise thereof or the exercise of any right or remedy. None of the
undertakings, agreements, warranties, covenants and representations of any
Account Owner contained in this Agreement or any of the Other Agreements and no
Event of Default under this Agreement or default under any of the Other
Agreements shall be deemed to have been suspended or waived by the Lenders
unless such suspension or waiver is in writing, signed by a duly authorized
officer of each Lender whose consent is required hereunder and directed to such
Account Owner specifying such suspension or waiver.

(d) The Agent and each Lender agree to keep any
information designated in writing by a Borrower as confidential, and delivered
or made available to the Agent or such Lender by such Borrower (including,
without limitation, information obtained by the Agent by reason of a visit or
investigation by any Person contemplated in paragraph 14(d) hereof and so
designated in writing), confidential from anyone other than employees,
officers, directors, affiliates, representatives and advisers of the Agent and
such Lender who are or who may be engaged in evaluating, approving, structuring
or administering the Loans or advising the Agent and such Lender with respect
thereto; provided, however, that nothing herein shall prevent the Agent and
each Lender from disclosing such information (i) upon the order of any court or
administrative agency, (ii) upon the request or demand of any regulatory agency
or authority having jurisdiction over the Agent or such Lender, (iii) which has
been publicly disclosed other than by an act or omission of the Agent or such
Lender except as permitted herein, (iv) to the extent reasonably required in
connection with any litigation in connection with this Agreement, any of the
Other Agreements, or the Liabilities, (v) to the extent reasonably necessary or
required in connection with the actual or prospective sale or assignment of any
interest in the Loans or the exercise of any remedy hereunder, and (vi) to the
Agent and each Lender's legal counsel and independent auditors.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date set forth in the initial paragraph hereof.
BCM-Alabama has also executed this Agreement as of such date for the purpose of
signifying its acceptance of and its intent to be bound by the terms and
provisions hereof made applicable to it, including without limitation the terms
and provisions contained in paragraphs 7, 8, 10, 11, 13, 14, 17, 22, 25 and 26.
In connection with the foregoing, BCM-Alabama warrants and represents that (i)
it has the right and power and is duly authorized and empowered to enter into,
execute and deliver this Agreement and the Other Agreements to which it is a
party and perform its obligations hereunder and thereunder and (ii) this
Agreement and such Other Agreements are the legal, valid and binding
obligations of BCM-Alabama and are enforceable against it in accordance with
their terms.

CHEMICAL BANK,
as a Lender and as Agent and Issuing Bank

By /s/
---------------------------
Title Vice President
------------------------

BOT FINANCIAL CORPORATION,
as a Lender

By
---------------------------
Title Senior Vice President
------------------------

SMITH ENVIRONMENTAL
TECHNOLOGIES CORPORATION,
a Delaware corporation

By
---------------------------
Title Vice President
------------------------

BCM ENGINEERS INC.,
a Pennsylvania corporation

By
---------------------------
Title
------------------------

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BCM ENGINEERS INC.,
an Alabama corporation

By
---------------------------
Title Vice President
------------------------

RIEDEL ENVIRONMENTAL SERVICES INC.,
an Oregon corporation

By
----------------------------
Title Vice President
-------------------------

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ANNEX I

<TABLE>
<CAPTION>
NAME AND ADDRESS OF REVOLVING LOAN TERM LOAN
LENDERS COMMITMENT COMMITMENT COMMITMENT
<S> <C> <C> <C>
BOT Financial Corporation $17,500,000 $14,250,000 $3,250,000
2001 Ross Avenue
Suite 3160
Dallas, Texas 75201

Chemical Bank $17,500,000 $14,250,000 $3,250,000
633 Third Avenue
New York, New York 10017
</TABLE>