1
 
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1995
    
 
   
                                                       REGISTRATION NO. 33-62547
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
   
                                Amendment No. 1
    
 
   
                                       to
    
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                            USA WASTE SERVICES, INC.
             (Exact name of registrant as specified in its charter)
                             ---------------------
 
                                           
                   DELAWARE                                     73-1309529
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                     Identification No.)

                                                           GREGORY T. SANGALIS
         5000 QUORUM DRIVE, SUITE 300                  5000 QUORUM DRIVE, SUITE 300
             DALLAS, TEXAS 75240                           DALLAS, TEXAS 75240
                (214) 383-7900                                (214) 383-7900
 (Address, including zip code, and telephone     (Name, address, including zip code, and
               number, including                            telephone number,
area code, of registrant's principal executive   including area code, of agent for service)
                   offices)
--------------------- Copies to: DAVID J. GRAHAM THOMAS J. MURPHY ANDREWS & KURTH L.L.P. MCDERMOTT, WILL & EMERY 4200 TEXAS COMMERCE TOWER 227 WEST MONROE STREET HOUSTON, TEXAS 77002 CHICAGO, ILLINOIS 60606-5096 (713) 220-4200 (312) 984-2069
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This amendment is being filed with the Securities and Exchange Commission by USA Waste Services, Inc. ("the Company") solely to file an exhibit to the Company's Registration Statement on Form S-3. Accordingly, the Prospectus which forms a part of the Registration Statement is not included in this amendment. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses to be paid by the registrant in connection with this offering other than underwriting discounts and commissions are estimated as follows: Securities and Exchange Commission registration fee....................... $ 41,280 NASD filing fee........................................................... 12,471 NYSE fees................................................................. 50,000 Printing and engraving.................................................... 250,000 Accounting services....................................................... 50,000 Legal services............................................................ 50,000 Transfer agent and registrar fees......................................... 10,000 Blue Sky fees and expenses................................................ 15,000 Miscellaneous expenses.................................................... 71,249 -------- Total........................................................... $550,000 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Certificate of Incorporation and Bylaws contain provisions permitted by the Delaware Corporation Law (under which the Company is organized) which, in general terms, provide that directors and officers will be indemnified by the Company for all losses that may be incurred by them in connection with any claim or legal action in which they may become involved by reason of their service as a director or officer of the Company, if they meet certain specified conditions. In addition, the Company's Certificate of Incorporation contains provisions permitted by the Delaware General Corporation Law, which limit the monetary liability of directors of the Company for certain breaches of their fiduciary duty of care and provide for the advancement by the Company to directors and officers of expenses incurred by them in defending suits arising out of their service as such. The Company has also entered into agreements with its officers and directors which essentially provide that the Company will indemnify the officers and directors to the extent set forth in the Certificate of Incorporation and Bylaws of the Company. In addition, the Company maintains a directors' and officers' liability insurance policy. ITEM 16. LIST OF EXHIBITS. The following instruments are included as exhibits to this Registration Statement and are filed herewith unless otherwise indicated. *1.1 Form of Underwriting Agreement. 5.1 Opinion of Andrews & Kurth L.L.P. 23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Arthur Andersen LLP. 24.1 Powers of attorney (included on the signature page contained in Part II of this Registration Statement).
- --------------- * Filed herewith ITEM 17. UNDERTAKINGS. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be II-1 4 deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The Company hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of Prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of Prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 25, 1995. USA WASTE SERVICES, INC. By /s/ JOHN E. DRURY ------------------------------ John E. Drury Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below and on September 25, 1995.
SIGNATURES TITLE - --------------------------------------------- --------------------------------------------- /s/ JOHN E. DRURY Chief Executive Officer and Chairman of the ------------------------------------ Board of Directors John E. Drury * Vice Chairman of the Board of Directors and ------------------------------------ Chief Development Officer Donald F. Moorehead, Jr. * Vice Chairman of the Board of Directors ------------------------------------ John G. Rangos, Sr. * President, Chief Operating Officer and ------------------------------------ Director David Sutherland-Yoest /s/ EARL E. DeFRATES Executive Vice President and Chief Financial ------------------------------------ Officer Earl E. DeFrates * Executive Vice President and Director ------------------------------------ Alexander W. Rangos * Vice President, Corporate Controller and ------------------------------------ Chief Accounting Officer Bruce E. Snyder * Director ------------------------------------ George L. Ball * Director ------------------------------------ Peter J. Gibbons
II-3 6
SIGNATURES TITLE - --------------------------------------------- --------------------------------------------- * Director ------------------------------- Richard J. Heckmann * Director ------------------------------- William E. Moffett *By: --------------------------- Earl E. DeFrates Attorney-in-Fact
II-4 7 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - --------- ------------------------------------------------------------------------ ------------ *1.1 Form of Underwriting Agreement. 5.1 Opinion of Andrews & Kurth L.L.P. 23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Arthur Andersen LLP. 24.1 Powers of attorney (included on the signature page contained in Part II of this Registration Statement).
- --------------- * Filed herewith
   1
                                                                  EXHIBIT 1.1



                                5,137,500 Shares

                            USA Waste Services, Inc.

                                  Common Stock

                             UNDERWRITING AGREEMENT



                                                           _______________, 1995



DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
DEUTSCHE MORGAN GRENFELL/
  C.J. LAWRENCE INC.
SMITH BARNEY INC.
  As representatives of the
    several underwriters
    named in Schedule I hereto
  c/o Donaldson, Lufkin & Jenrette
            Securities Corporation
          140 Broadway
          New York, New York  10005

Dear Sirs:

                 USA Waste Services, Inc., a Delaware corporation (the
"Company"), and the stockholder of the Company named in Schedule II hereto,
(collectively, the "Selling Stockholder"), severally propose to sell an
aggregate of 5,137,500 shares of Common Stock, $.01 par value, of the Company
(the "Firm Shares"), to the several underwriters named in Schedule I hereto
(the "Underwriters").  The Firm Shares consist of 5,000,000 shares to be issued
and sold by the Company and 137,500 outstanding shares to be sold by the
Selling Stockholder.  The Company also proposes to issue and sell to the
several Underwriters not more than





   2
770,625 additional shares of Common Stock, $.01 par value, of the Company (the
"Additional Shares"), if requested by the Underwriters as provided in Section 2
hereof.  The Firm Shares and the Additional Shares are herein collectively
called the Shares.  The shares of common stock of the Company to be outstanding
after giving effect to the sales contemplated hereby are hereinafter referred
to as the Common Stock.  The Company and the Selling Stockholder are
hereinafter collectively called the Sellers.

                 1.  Registration Statement and Prospectus.  The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively called the "Act"), a registration statement on Form S-3
(Registration No. 33-_____), including a preliminary prospectus relating to the
Shares, which may be amended.  The registration statement as amended on the
date it became effective, on the one hand, and the prospectus constituting a
part thereof in the form first used to confirm sales of Shares, on the other
hand (including (a) the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A or
Rule 434 under the Act, and (b) any documents or information incorporated or
deemed to be incorporated by reference into such registration statement or
prospectus), are hereinafter referred to as the "Registration Statement" and
the "Prospectus", respectively.  Any registration statement (including any
amendment or supplement thereto or information which is deemed to be a part
thereof) filed by the Company under Rule 462(b) of the Act (a "Rule 462(b)
Registration Statement") shall be deemed to be a part of the Registration
Statement.  If the Company elects to rely on Rule 434 under the Act, all
references to the Prospectus shall be deemed to also include, without
limitation, the form of prospectus and term sheet (a "Term Sheet"), taken
together, provided to the Underwriters by the Company in reliance on Rule 434
under the Act (the "Rule 434 Prospectus").  All references in this Agreement to
financial statements and schedules and other information which is "contained,"
"included," "described" or "stated" in the Registration Statement or the
Prospectus (and all references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
is or is deemed to be incorporated by reference in the Registration Statement
or the Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement or the Prospectus shall
be deemed to mean and include, without limitation, even through not
specifically stated, any document filed under the Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder (the
"Exchange Act") which is or is





                                      -2-
   3
deemed to be incorporated by reference in the Registration Statement or the
Prospectus, as the case may be.

                 2.  Agreements to Sell and Purchase.  On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, (i) the Company agrees to issue and sell 5,000,000 Firm
Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to
sell the number of Firm Shares set forth opposite such Selling Stockholder's
name in Schedule II hereto and (iii) each Underwriter agrees, severally and not
jointly, to purchase from each Seller at a price per share of $______ (the
"Purchase Price") the number of Firm Shares (subject to such adjustments to
eliminate fractional shares as you may determine) which bears the same
proportion to the total number of Firm Shares to be sold by such Seller as the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I hereto bears to the total number of Firm Shares.

                 On the basis of the representations and warranties contained
in this Agreement, and subject to its terms and conditions, (i) the Company
agrees to issue and sell up to 770,625 Additional Shares and (ii) the
Underwriters shall have the right to purchase, severally and not jointly, up to
an aggregate 770,625 Additional Shares from the Company at the Purchase Price.
Additional Shares may be purchased solely for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares.  The
Underwriters may exercise their right to purchase Additional Shares in whole or
in part from time to time by giving written notice thereof to the Company
within 30 days after the date of this Agreement.  You shall give any such
notice on behalf of the Underwriters and such notice shall specify the
aggregate number of Additional Shares to be purchased pursuant to such exercise
and the date for payment and delivery thereof.  The date specified in any such
notice shall be a business day (i) no earlier than the Closing Date (as
hereinafter defined), (ii) no later than ten business days after such notice
has been given and (iii) no earlier than two business days after such notice
has been given.  If any Additional Shares are to be purchased, each
Underwriter, severally and not jointly, agrees to purchase from the Company the
number of Additional Shares (subject to such adjustments to eliminate
fractional shares as you may determine) which bears the same proportion to the
total number of Additional Shares to be purchased from the Company as the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I bears to the total number of Firm Shares.

                 The Sellers hereby agree, severally and not jointly, and the
Company shall, concurrently with the execution of this





                                      -3-
   4
Agreement, deliver an agreement executed by (i) each of the directors and
officers of the Company and (ii) each stockholder listed on Annex I hereto,
pursuant to which each such person agrees, not to offer, sell, contract to
sell, grant any option to purchase, or otherwise dispose of any common stock of
the Company or any securities convertible into or exercisable or exchangeable
for such common stock or in any other manner transfer all or a portion of the
economic consequences associated with the ownership of any such common stock,
except to the Underwriters pursuant to this Agreement, for a period of 90 days
after the date of the Prospectus without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation.  Notwithstanding the
foregoing, during such period (i) the Company may grant stock options pursuant
to the Company's existing stock option plans, (ii) the Company may issue shares
of its common stock upon the exercise of an option or warrant or the conversion
of a security outstanding on the date hereof, and [(III) THE COMPANY MAY ISSUE
THE SHARES OF ITS COMMON STOCK THAT ARE CURRENTLY REGISTERED ON ITS
REGISTRATION STATEMENT NO. __ IN CONNECTION WITH ACQUISITIONS.]

                 3.  Terms of Public Offering.  The Sellers are advised by you
that the Underwriters propose (i) to make a public offering of their respective
portions of the Shares as soon after the effective date of the Registration
Statement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

                 4.  Delivery and Payment.  Delivery to the Underwriters of and
payment for the Firm Shares shall be made at 10:00 A.M., New York City time, on
the fourth business day (or the third business day if required under Rule
15c6-1 of the Exchange Act) following the date the Registration Statement
becomes effective (or, if the Company has elected to rely upon Rule 430A of the
Act, the fourth business day (or the third business day if required under rule
15c6-1 of the Exchange Act) after the determination of the Purchase Price), or
such other time not later than ten business days after such date as shall be
agreed upon by you and the Company (such time and date of payment and delivery
being herein called the "Closing Date") at the offices of Andrews & Kurth
L.L.P. in Dallas, Texas or at such other place as you shall designate.  The
Closing Date and the location of delivery of and the form of payment for the
Firm Shares may be varied by agreement between you and the Sellers.

                 Delivery to the Underwriters of and payment for any Additional
Shares to be purchased by the Underwriters shall be made at the offices of
Andrews & Kurth L.L.P. in Dallas, Texas at 10:00 A.M., New York City time, on
the date specified in the applicable exercise notice given by you pursuant to
Section 2 (an





                                      -4-
   5
"Option Closing Date").  Any such Option Closing Date and the location of
delivery of and the form of payment for such Additional Shares may be varied by
agreement between you and the Company.

                 Certificates for the Shares shall be registered in such names
and issued in such denominations as you shall request in writing not later than
two full business days prior to the Closing Date or an Option Closing Date, as
the case may be.  Such certificates shall be made available to you for
inspection not later than 9:30 A.M., New York City time, on the business day
next preceding the Closing Date or an Option Closing Date, as the case may be.
Certificates in definitive form evidencing the Shares shall be delivered to you
on the Closing Date or an Option Closing Date, as the case may be, with any
transfer taxes thereon duly paid by the respective Sellers, for the respective
accounts of the several Underwriters, against payment of the Purchase Price
therefor by wire transfer in same day funds to an account specified by the
Company.  The amount otherwise payable to the Company and the Selling
Stockholder for the Shares shall be reduced by an amount equal to interest on
the Purchase Price from the Closing Date to and including the next business day
computed at Donaldson, Lufkin & Jenrette Securities Corporation's cost of
funds.  The Purchase Price for the Shares being sold by the Selling Stockholder
shall be paid to the Company as custodian under the Custodian Agreement between
the Company and the Selling Stockholder and shall be distributed according to
the terms of such Custodian Agreement.

          5.  Agreements of the Company.  The Company agrees with you:

                 (a)  To use its best efforts to cause the Registration
         Statement to become effective at the earliest possible time.

                 (b)  To advise you promptly and, if requested by you, to
         confirm such advice in writing, (i) when the Registration Statement
         has become effective and when any post-effective amendment to it
         becomes effective, (ii) of the receipt of comments from the Commission
         relating to the Registration Statement, (iii) of any request by the
         Commission for amendments to the Registration Statement or amendments
         or supplements to the Prospectus or for additional information, (iv)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or of the suspension of
         qualification of the Shares for offering or sale in any jurisdiction,
         or the initiation of any proceeding for such purposes, and (v)





                                      -5-
   6
         of the happening of any event during the period referred to in
         paragraph (e) below which makes any statement of a material fact made
         in the Registration Statement or the Prospectus untrue or which
         requires the making of any additions to or changes in the Registration
         Statement or the Prospectus in order to make the statements therein
         not misleading.  If at any time the Commission shall issue any stop
         order suspending the effectiveness of the Registration Statement, the
         Company will make every reasonable effort to obtain the withdrawal or
         lifting of such order at the earliest possible time.

                 (c)  To furnish to you, without charge, four signed copies of
         the Registration Statement as first filed with the Commission and of
         each amendment to it, including all exhibits, and to furnish to you
         and each Underwriter designated by you such number of conformed copies
         of the Registration Statement as so filed and of each amendment to it,
         without exhibits, as you may reasonably request.

                 (d)  Not to (i) file any 462(b) Registration Statement, (ii)
         file any amendment or supplement to the Registration Statement, (iii)
         file any document under the Exchange Act which shall be deemed to be
         incorporated by reference into the Prospectus, or (iv) make any
         amendment or supplement to the Prospectus (including the issuance or
         filing of any Term Sheet); of which you shall not previously have been
         advised or to which you shall reasonably object; and to prepare and
         file with the Commission, promptly upon your reasonable request, any
         462(b) Registration Statement, Term Sheet or amendment or supplement
         to the Registration Statement or the Prospectus which may be necessary
         or advisable in connection with the distribution of the Shares by you,
         and to use its best efforts to cause the same to become promptly
         effective.

                 (e)  Promptly after the Registration Statement becomes
         effective, and from time to time thereafter for such period as in the
         opinion of counsel for the Underwriters a prospectus is required by
         law to be delivered in connection with sales by an Underwriter or a
         dealer, to furnish to each Underwriter and dealer as many copies of
         the Prospectus (and of any amendment or supplement to the Prospectus)
         as such Underwriter or dealer may reasonably request.





                                      -6-
   7
                 (f)  If during the period specified in paragraph (e) any event
         shall occur as a result of which, in the opinion of counsel for the
         Underwriters, it becomes necessary to amend or supplement the
         Prospectus in order to make the statements therein, in the light of
         the circumstances when the Prospectus is delivered to a purchaser, not
         misleading, or if it is necessary to amend or supplement the
         Prospectus to comply with any law, forthwith to prepare and file with
         the Commission an appropriate amendment or supplement to the
         Prospectus so that the statements in the Prospectus, as so amended or
         supplemented, will not, in the light of the circumstances when it is
         so delivered, be misleading, or so that the Prospectus will comply
         with law, and to furnish to each Underwriter and to such dealers as
         you shall specify, such number of copies thereof as such Underwriter
         or dealers may reasonably request.

                 (g)  Prior to any public offering of the Shares, to cooperate
         with you and counsel for the Underwriters in connection with the
         registration or qualification of the Shares for offer and sale by the
         several Underwriters and by dealers under the state securities or Blue
         Sky laws of such jurisdictions as you may request, to continue such
         qualification in effect so long as required for distribution of the
         Shares and to file such consents to service of process or other
         documents as may be necessary in order to effect such registration or
         qualification.

                 (h)  To mail and make generally available to its stockholders
         as soon as reasonably practicable an earnings statement covering a
         period of at least twelve months after the effective date of the
         Registration Statement (but in no event commencing later than 90 days
         after such date) which shall satisfy the provisions of Section 11(a)
         of the Act.

                 (i)  During the period of five years after the date of this
         Agreement, (i) to mail as soon as reasonably practicable after the end
         of each fiscal year to the record holders of its Common Stock a
         financial report of the Company and its subsidiaries on a consolidated
         basis (and a similar financial report of all unconsolidated
         subsidiaries, if any), all such financial reports to include a
         consolidated balance sheet, a consolidated statement of operations, a
         consolidated statement of cash flows and a consolidated statement of
         shareholders' equity as of the end of and





                                      -7-
   8
         for such fiscal year, together with comparable information as of the
         end of and for the preceding year, certified by independent certified
         public accountants, and (ii) to make generally available as soon as
         practicable after the end of each quarterly period (except for the
         last quarterly period of each fiscal year) to such holders, a
         consolidated balance sheet, a consolidated statement of operations and
         a consolidated statement of cash flows (and similar financial reports
         of all unconsolidated subsidiaries, if any) as of the end of and for
         such period, and for the period from the beginning of such year to the
         close of such quarterly period, together with comparable information
         for the corresponding periods of the preceding year.

                 (j)  During the period referred to in paragraph (i), to
         furnish to you as soon as available a copy of each report or other
         publicly available information of the Company mailed to the holders of
         Common Stock or filed with the Commission and such other publicly
         available information concerning the Company and its subsidiaries as
         you may reasonably request.

                 (k)  To pay all costs, expenses, fees and taxes incident to
         (i) the preparation, printing, filing and distribution under the Act
         of the Registration Statement (including financial statements and
         exhibits), each preliminary prospectus and all amendments and
         supplements to any of them prior to or during the period specified in
         paragraph (e), (ii) the printing and delivery of the Prospectus and
         all amendments or supplements to it during the period specified in
         paragraph (e), (iii) the printing and delivery of this Agreement, the
         Preliminary and Supplemental Blue Sky Memoranda, (iv) the registration
         or qualification of the Shares for offer and sale under the securities
         or Blue Sky laws of the several states (including in each case the
         fees and disbursements of counsel for the Underwriters relating to
         such registration or qualification and memoranda relating thereto),
         (v) the filing fees and the fees and disbursements of counsel incurred
         in connection with filings and clearance with the National Association
         of Securities Dealers, Inc. in connection with the offering, (vi) the
         listing of the Shares on the New York Stock Exchange, and (vii)
         furnishing such copies of the Registration Statement, the Prospectus
         and all amendments and supplements thereto as may be requested for use
         in connection with the offering or sale of the





                                      -8-
   9
         Shares by the Underwriters or by dealers to whom Shares may be sold.

                 (l)  To use its best efforts to maintain the listing of the
         Common Stock on the New York Stock Exchange for a period of five years
         after the effective date of the Registration Statement.

                 (m)  To use its best efforts to do and perform all things
         required or necessary to be done and performed under this Agreement by
         the Company prior to the Closing Date or any Option Closing Date, as
         the case may be, and to satisfy all conditions precedent to the
         delivery of the Shares.

                 (n)  To use the net proceeds received by it from the sale of
         Shares in the manner specified in the Prospectus under "Use of
         Proceeds."

                 (o)  If, at the time that the Registration Statement becomes
         effective, any information shall have been omitted therefrom in
         reliance upon Rule 430A of the Act, then immediately following the
         determination of the Purchase Price, to prepare, and file or transmit
         for filing with the Commission in accordance with Rule 430A and Rule
         424(b) of the Act, copies of an amended Prospectus, or, if required by
         such Rule 430A, a post-effective amendment to the Registration
         Statement (including an amended Prospectus), containing all
         information so omitted.

                 6.  Representations and Warranties of the Company.  The
Company represents and warrants to each Underwriter that:

                 (a)  The Company meets the requirements for use of Form S-3;
         the Registration Statement has become effective; no stop order
         suspending the effectiveness of the Registration Statement is in
         effect, and no proceedings for such purpose are pending before or
         threatened by the Commission.

                 (b)  At the time the Registration Statement, any 462(b)
         Registration Statement or any post-effective amendment to the
         Registration Statement became or becomes effective, on the date that
         any amendment or supplement to the Prospectus is filed with the
         Commission, and at the Closing Date, and if later, the Option Closing
         Date, (i) each part of the Registration Statement, when such part
         became effective, did not contain and each such part, as amended or
         supplemented,





                                      -9-
   10
         if applicable, will not contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading, (ii) the
         Registration Statement and the Prospectus comply and, as amended or
         supplemented, if applicable, will comply in all material respects with
         the Act and (iii) the Prospectus did not and does not contain and, as
         amended or supplemented, if applicable, will not contain any untrue
         statement of a material fact or omit to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, except that
         the representations and warranties set forth in this paragraph (b) do
         not apply to statements or omissions in the Registration Statement or
         the Prospectus based upon information relating to any Underwriter
         furnished to the Company in writing by such Underwriter through you
         expressly for use therein.

                 (c)  Any term sheet or prospectus subject to completion
         provided by the Company to the Underwriters for use in connection with
         the offering and sale of the Shares pursuant to Rule 434 under the Act
         together are not materially different from the prospectus included in
         the Registration Statement (exclusive of any information deemed a part
         thereof by virtue of Rule 434(d)).  The documents incorporated or
         deemed to be incorporated by reference in the Prospectus pursuant to
         Item 12 of Form S-3 under the Act, at the time they were, or
         hereafter are, filed with the Commission, complied and will comply in
         all material respects with the requirements of the Exchange Act, and,
         when read together with other information in the Prospectus, at the
         time the Registration Statement became effective and as of the Closing
         Date and, if later, the Option Closing Date, and during the period
         specified in Section 5(e), did not and will not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading.

                 (d)  Each preliminary prospectus filed as part of the
         registration statement as originally filed or as part of any amendment
         thereto, or filed pursuant to Rule 424 under the Act, complied when so
         filed in all material respects with the Act; and did not contain an
         untrue statement of a material fact or omit to state a





                                      -10-
   11
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                 (e)  The Company and each of its subsidiaries has been duly
         incorporated, is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation and has the
         corporate power and authority to carry on its business as it is
         currently being conducted and to own, lease and operate its
         properties, and each is duly qualified and is in good standing as a
         foreign corporation authorized to do business in each jurisdiction in
         which the nature of its business or its ownership or leasing of
         property requires such qualification, except where the failure to be
         so qualified would not have a material adverse effect on the Company
         and its subsidiaries, taken as a whole.

                 (f)  All of the outstanding shares of capital stock of, or
         other ownership interests in, each of the Company's subsidiaries have
         been duly authorized and validly issued and are fully paid and
         non-assessable, and are owned by the Company, free and clear of any
         security interest, claim, lien, encumbrance or adverse interest of any
         nature.

                 (g)  All the outstanding shares of capital stock of the
         Company (including the Shares to be sold by the Selling Stockholder)
         have been duly authorized and validly issued and are fully paid,
         non-assessable and not subject to any preemptive or similar rights;
         and the Shares to be issued and sold by the Company hereunder have
         been duly authorized and, when issued and delivered to the
         Underwriters against payment therefor as provided by this Agreement,
         will be validly issued, fully paid and non-assessable, and the
         issuance of such Shares will not be subject to any preemptive or
         similar rights.  Upon payment of the Purchase Price and delivery of
         certificates representing the Shares, each of the Underwriters will
         receive the Shares free and clear of all liens, security interests or
         encumbrances.

                 (h)  The authorized capital stock of the Company, including
         the Common Stock, conforms as to legal matters to the description
         thereof incorporated by reference in the Prospectus.





                                      -11-
   12
                 (i)  Neither the Company nor any of its subsidiaries is in
         violation of its respective charter or by-laws or in default in the
         performance of any obligation, agreement or condition contained in any
         bond, debenture, note or any other evidence of indebtedness or in any
         other agreement, indenture or instrument material to the conduct of
         the business of the Company and its subsidiaries, taken as a whole, to
         which the Company or any of its subsidiaries is a party or by which it
         or any of its subsidiaries or their respective property is bound.

                 (j)  The execution, delivery and performance of this
         Agreement, compliance by the Company with all the provisions hereof
         and the consummation of the transactions contemplated hereby will not
         require any consent, approval, authorization or other order of any
         court, regulatory body, administrative agency or other governmental
         body (except such as may be required under the securities or Blue Sky
         laws of the various states) and will not conflict with or constitute a
         breach of any of the terms or provisions of, or a default under, the
         charter or by-laws of the Company or any of its subsidiaries or any
         agreement, indenture or other instrument to which it or any of its
         subsidiaries is a party or by which it or any of its subsidiaries or
         their respective property is bound, or violate or conflict with any
         laws, administrative regulations or rulings or court decrees
         applicable to the Company, any of its subsidiaries or their respective
         property.

                 (k)  Except as otherwise set forth in the Prospectus, there
         are no material legal or governmental proceedings pending to which the
         Company or any of its subsidiaries is a party or of which any of their
         respective property is the subject, and, to the Company's knowledge,
         no such proceedings are threatened or contemplated.  Except as
         disclosed on Annex II hereto, no material development has occurred
         with respect to the matters described under the caption "Item 1 -
         Legal Proceedings" in the Company's Form 10-Q for the quarterly period
         ended June 30, 1995 or the caption "Description of Chambers-Legal
         Proceedings" in the Company's Proxy Statement, Annual Report and
         Prospectus dated May 19, 1995 (the "Proxy Statement").  No contract or
         document of a character required to be described in the Registration
         Statement or the Prospectus or to be filed as an exhibit to the
         Registration Statement is not so described or filed as required.





                                      -12-
   13
                 (l)  Neither the Company nor any of its subsidiaries has
         violated any foreign, federal, state or local law or regulation
         relating to the protection of human health and safety, the environment
         or hazardous or toxic substances or wastes, pollutants or contaminants
         ("Environmental Laws"), nor any federal or state law relating to
         discrimination in the hiring, promotion or pay of employees nor any
         applicable federal or state wages and hours laws, nor any provisions
         of the Employee Retirement Income Security Act or the rules and
         regulations promulgated thereunder, which in each case might result in
         any material adverse change in the business, prospects, financial
         condition or results of operation of the Company and its subsidiaries,
         taken as a whole.

                 (m)  The Company and each of its subsidiaries has such
         permits, licenses, franchises and authorizations of governmental or
         regulatory authorities ("permits"), including, without limitation,
         under any applicable Environmental Laws, as are necessary to own,
         lease and operate its respective properties and to conduct its
         business as currently being conducted and as the Company expects it to
         be conducted except where the failure to have such permits would not
         have a material adverse effect on the Company and its subsidiaries,
         taken as a whole; the Company and each of its subsidiaries has
         fulfilled and performed all of its material obligations with respect
         to such permits and no event has occurred which allows, or after
         notice or lapse of time would allow, revocation or termination thereof
         or results in any other material impairment of the rights of the
         holder of any such permit; and, except as described in the Prospectus,
         such permits contain no restrictions that are materially burdensome to
         the Company or any of its subsidiaries.

                 (n)  In the ordinary course of its business, the Company
         conducts a periodic review of the effect of Environmental Laws on the
         business, operations and properties of the Company and its
         subsidiaries, in the course of which it identifies and evaluates
         associated costs and liabilities (including, without limitation, any
         capital or operating expenditures required for clean-up, closure of
         properties or compliance with Environmental Laws or any permit,
         license or approval, any related constraints on operating activities
         and any potential liabilities to third parties).  On the basis of such
         review, the Company has reasonably concluded that such associated
         costs and liabilities would not,





                                      -13-
   14
         except to the extent properly accrued for in the Company's financial
         statements, singly or in the aggregate, have a material adverse effect
         on the Company and its subsidiaries, taken as a whole.

                 (o)  Except as otherwise set forth in the Prospectus or such
         as are not material to the business, prospects, financial condition or
         results of operation of the Company and its subsidiaries, taken as a
         whole, the Company and each of its subsidiaries has good and
         marketable title, free and clear of all liens, claims, encumbrances
         and restrictions except liens for taxes not yet due and payable, to
         all property and assets described in the Registration Statement as
         being owned by it.  All leases to which the Company or any of its
         subsidiaries is a party are valid and binding and no default has
         occurred or is continuing thereunder that might result in any material
         adverse change in the business, prospects, financial condition or
         results of operation of the Company and its subsidiaries taken as a
         whole, and the Company and its subsidiaries enjoy peaceful and
         undisturbed possession under all such leases to which any of them is a
         party as lessee with such exceptions as do not materially interfere
         with the use made by the Company or such subsidiary.

                 (p)  The Company and each of its subsidiaries maintains
         insurance as is customary in the industry.

                 (q)  Coopers & Lybrand LLP, Deloitte & Touche LLP and Arthur
         Andersen LLP are independent public accountants with respect to the
         Company as required by the Act.

                 (r)  The financial statements, together with related schedules
         and notes, included in the Registration Statement and the Prospectus
         (and any amendment or supplement thereto), present fairly the
         consolidated financial position, results of operations and changes in
         financial position of the Company and its subsidiaries on the basis
         stated in the Registration Statement at the respective dates or for
         the respective periods to which they apply; such statements and
         related schedules and notes have been prepared in accordance with
         generally accepted accounting principles consistently applied
         throughout the periods involved, except as disclosed therein; and the
         other financial and statistical information and data set forth in the
         Registration Statement and the Prospectus (and any amendment or
         supplement thereto)





                                      -14-
   15
         is, in all material respects, accurately presented and prepared on a
         basis consistent with such financial statements and the books and
         records of the Company.  No other financial statements or schedules
         are required by the Act or the Exchange Act to be included in the
         Registration Statement or the Prospectus.

                 (s)  The Company is not an "investment company" or a company
         "controlled" by an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended.

                 (t)  No holder of any security of the Company has any right to
         require registration of shares of Common Stock or any other security
         of the Company because of the filing of the Registration Statement,
         which has not been waived.

                 (u)  The Shares are duly authorized for listing on the New
         York Stock Exchange, subject to official notice of issuance.

                 (v)  The Company has complied with all provisions of Section
         517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

                 (w)  There are no outstanding subscriptions, rights, warrants,
         options, calls, convertible securities, commitments of sale or liens
         related to or entitling any person to purchase or otherwise to acquire
         any shares of the capital stock of, or other ownership interest in,
         the Company or any subsidiary thereof except as otherwise disclosed in
         the Registration Statement.

                 (x)  Except as disclosed in the Prospectus, there are no
         business relationships or related party transactions required to be
         disclosed therein by Item 404 of Regulation S-K of the Commission.

                 (y)  There is (i) no significant unfair labor practice
         complaint pending against the Company or any of its subsidiaries or,
         to the knowledge of the Company, threatened against any of them,
         before the National Labor Relations Board or any state or local labor
         relations board, and no significant grievance or significant
         arbitration proceeding arising out of or under any collective
         bargaining agreement is so pending against the Company or any of its
         subsidiaries or, to the best knowledge of the Company, threatened
         against





                                      -15-
   16
         any of them, and (ii) no significant strike, labor dispute, slowdown
         or stoppage pending against the Company or any of its subsidiaries or,
         to the best knowledge of the Company, threatened against it or any of
         its subsidiaries except for such actions specified in clause (i) or
         (ii) above, which, singly or in the aggregate could not reasonably be
         expected to have a material adverse effect on the Company and its
         subsidiaries, taken as a whole.

                 (z)  The Company and each of its subsidiaries maintains a
         system of internal accounting controls sufficient to provide
         reasonable assurance that (i) transactions are executed in accordance
         with management's general or specific authorizations; (ii)
         transactions are recorded as necessary to permit preparation of
         financial statements in conformity with generally accepted accounting
         principles and to maintain asset accountability; (iii) access to
         assets is permitted only in accordance with management's general or
         specific authorization; and (iv) the recorded accountability for
         assets is compared with the existing assets at reasonable intervals
         and appropriate action is taken with respect to any differences.

                 (aa)  All material tax returns required to be filed by the
         Company and each of its subsidiaries in any jurisdiction have been
         filed, other than those filings being contested in good faith, and all
         material taxes, including withholding taxes, penalties and interest,
         assessments, fees and other charges due pursuant to such returns or
         pursuant to any assessment received by the Company or any of its
         subsidiaries have been paid, other than those being contested in good
         faith and for which adequate reserves have been provided.

                 (ab)  Subsequent to the respective dates as of which
         information is given in the Registration Statement and the Prospectus
         and prior to the Closing Date, or if later, the Option Closing Date
         (i) there has not been and will not have been, except as set forth in
         or as contemplated by the Registration Statement and the Prospectus
         any change in the capitalization, long term or short term debt or in
         the capital stock or equity of the Company or any of its subsidiaries,
         (ii) neither the Company nor any of its subsidiaries has incurred any
         material liabilities or obligations, direct or contingent, nor has it
         entered into any material transactions other than pursuant to





                                      -16-
   17
         this Agreement, and the transactions referred to herein, or as
         contemplated in the Prospectus, and (iii) there has not been any
         material adverse effect, or any development involving a prospective
         material adverse effect, in or affecting the general affairs,
         management, financial position, shareholders' equity (or, with respect
         to Partnership Subsidiaries, partnership capital), net worth or
         results of operations of the Company and its subsidiaries.

                 (ac)  The Company and its affiliates have not taken, and will
         not take, directly or indirectly, any action designed to, or which
         might reasonably be expected to, cause or result in stabilization or
         manipulation of the price of any security of the Company to facilitate
         the sale or resale of the Shares pursuant to the distribution
         contemplated by this Agreement, and other than as permitted by the
         Act, the Company has not distributed and will not distribute any
         prospectus or other offering material in connection with the offering
         and sale of the Shares.

Any certificate or other document signed by any officer or authorized
representative of the Company or any Selling Shareholder and delivered to the
Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by such entity or person, as the case may be, to
each Underwriter as to the matter covered thereby.

                 7.  Representations and Warranties of the Selling Stockholder.
Each Selling Stockholder severally represents and warrants to each Underwriter
that:

                 (a)  Such Selling Stockholder is the lawful owner of the
         Shares to be sold by such Selling Stockholder pursuant to this
         Agreement and has, and on the Closing Date will have, good and clear
         title to such Shares, free of all restrictions on transfer, liens,
         encumbrances, security interests and claims whatsoever (other than
         restrictions under federal or state securities laws).

                 (b)  Upon delivery of and payment for such Shares pursuant to
         this Agreement, good and clear title to such Shares will pass to the
         Underwriters, free of all restrictions on transfer, liens,
         encumbrances, security interests and claims whatsoever.

                 (c)  Such Selling Stockholder has, and on the Closing Date
         will have, full legal right, power and





                                      -17-
   18
         authority to enter into this Agreement and the Custody Agreement
         between the Selling Stockholder and the Company, as Custodian (the
         "Custody Agreement") and to sell, assign, transfer and deliver such
         Shares in the manner provided herein and therein, and this Agreement
         and the Custody Agreement have been duly authorized, executed and
         delivered by such Selling Stockholder and each of this Agreement and
         the Custody Agreement is a valid and binding agreement of such Selling
         Stockholder enforceable in accordance with its terms, except as rights
         to indemnity and contribution hereunder may be limited by applicable
         law or public policy.

                 (d)  The power of attorney signed by such Selling Stockholder
         appointing Earl E. DeFrates and Gregory T. Sangalis, or either one of
         them, as such Selling Stockholder's attorney-in-fact to the extent set
         forth therein with regard to the transactions contemplated hereby and
         by the Registration Statement and the Custody Agreement has been duly
         authorized, executed and delivered by or on behalf of such Selling
         Stockholder and is a valid and binding instrument of such Selling
         Stockholder enforceable in accordance with its terms, and, pursuant to
         such power of attorney, such Selling Stockholder has authorized Earl
         E. DeFrates and Gregory T. Sangalis or either one of them, to execute
         and deliver on such Selling Stockholder's behalf this Agreement and
         any other document necessary or desirable in connection with
         transactions contemplated hereby and to deliver the Shares to be sold
         by such Selling Stockholder pursuant to this Agreement.

                 (e)  Such Selling Stockholder has not taken, and will not
         take, directly or indirectly, any action designed to, or which might
         reasonably be expected to, cause or result in stabilization or
         manipulation of the price of any security of the Company to facilitate
         the sale or resale of the Shares pursuant to the distribution
         contemplated by this Agreement, and other than as permitted by the
         Act, the Selling Stockholder has not distributed and will not
         distribute any prospectus or other offering material in connection
         with the offering and sale of the Shares.

                 (f)  The execution, delivery and performance of this Agreement
         by such Selling Stockholder, compliance by such Selling Stockholder
         with all the provisions hereof and the consummation of the
         transactions contemplated hereby will not require any consent,





                                      -18-
   19
         approval, authorization or other order of any court, regulatory body,
         administrative agency or other governmental body (except as such may
         be required under the Act, state securities laws or Blue Sky laws) and
         will not conflict with or constitute a breach of any of the terms or
         provisions of, or a default under, organizational documents of such
         Selling Stockholder, if not an individual, or any agreement, indenture
         or other instrument to which such Selling Stockholder is a party or by
         which such Selling Stockholder or property of such Selling Stockholder
         is bound, or violate or conflict with any laws, administrative
         regulation or ruling or court decree applicable to such Selling
         Stockholder or property of such Selling Stockholder.

                 (g)  Such parts of the Registration Statement under the
         caption "Selling Stockholder" which specifically relate to such
         Selling Stockholder do not, and will not on the Closing Date, contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein, in light of circumstances under which they were made, not
         misleading.

                 (h)  At any time during the period described in paragraph 5(e)
         hereof, if there is any change in the information referred to in
         paragraph 7(g) above, the Selling Stockholder will immediately notify
         you of such change.

                 8.  Indemnification.  (a)  The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages, liabilities and judgments caused
by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriters furnished in writing to the Company by
or on behalf of any Underwriter through you expressly for use therein.





                                      -19-
   20
                 (b)  The Selling Stockholder agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), from and against any and
all losses, claims, damages, liabilities and judgments caused by any untrue
statement or alleged untrue statement of a material fact under the caption
"Selling Stockholder" in the Registration Statement or the Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages, liabilities or judgments are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon information relating to any Underwriters furnished in writing to the
Company by or on behalf of any Underwriter through you expressly for use
therein.  Notwithstanding the foregoing, the aggregate liability of any Selling
Stockholder pursuant to the provisions of this paragraph shall be limited to an
amount equal to the aggregate purchase price received by such Selling
Stockholder from the sale of such Selling Stockholder's Shares hereunder.

                 (c)  The indemnity agreement contained in paragraphs 8(a) and
8(b), with respect to any preliminary prospectus, shall not inure to the
benefit of any Underwriter to the extent that any loss, claim, damages or
liability results from the fact that a copy of the Prospectus was not sent or
given by or on behalf of such Underwriter to the person asserting any such
loss, claim, damages or liability to the extent that the Prospectus would have
cured the defect giving rise to such loss, claim, damages, liability or
judgment if such Underwriter shall have been provided with the number of copies
of the Prospectus requested by such Underwriter and it is judicially determined
that such delivery was required under the Securities Act and was not so made.

                 (d)  In case any action shall be brought against any
Underwriter or any person controlling such Underwriter, based upon any
preliminary prospectus, the Registration Statement or the Prospectus or any
amendment or supplement thereto and with respect to which indemnity may be
sought against the Company or the Selling Stockholder, such Underwriter shall
promptly notify the Company or the Selling Stockholder, as applicable, in
writing and the Company or the Selling Stockholder, as applicable, (the
"indemnifying party") shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses.  Any





                                      -20-
   21
Underwriter or any such controlling person shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Underwriter or such controlling person unless (i) the employment of such
counsel has been specifically authorized in writing by the Company, (ii) the
indemnifying part shall have failed to assume the defense and employ counsel or
(iii) the named parties to any such action (including any impleaded parties)
include both such Underwriter or such controlling person and the indemnifying
party and such Underwriter or such controlling person shall have been advised
by such counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the indemnifying
part (in which case the indemnifying party shall not have the right to assume
the defense of such action on behalf of such Underwriter or such controlling
person, it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all such
Underwriters and controlling persons, which firm shall be designated in writing
by Donaldson, Lufkin & Jenrette Securities Corporation and that all such fees
and expenses shall be reimbursed as they are incurred).  A Seller shall not be
liable for any settlement of any such action effected without the written
consent of such Seller but if settled with the written consent of such Seller,
such Seller agrees to indemnify and hold harmless any Underwriter and any such
controlling person from and against any loss or liability by reason of such
settlement.  Notwithstanding the immediately preceding sentence, if in any case
where the fees and expenses of counsel are at the expense of the indemnifying
party and an indemnified party shall have requested the indemnifying party to
reimburse the indemnified party for such fees and expenses of counsel as
incurred, such indemnifying party agrees that it shall be liable for any
settlement of any action effected without its written consent if (i) such
settlement is entered into more than forty business days after the receipt by
such indemnifying party of the aforesaid request and (ii) such indemnifying
party shall have failed to reimburse the indemnified party in accordance with
such request for reimbursement prior to the date of such settlement.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified





                                      -21-
   22
party from all liability on claims that are the subject matter of such
proceeding.

                 (e)  Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement, any person controlling the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, each
Selling Stockholder and each person, if any, controlling such Selling
Stockholder within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Sellers to
each Underwriter but only with reference to information relating to such
Underwriter furnished in writing by or on behalf of such Underwriter through
you expressly for use in the Registration Statement, the Prospectus or any
preliminary prospectus.  In case any action shall be brought against the
Company, any of its directors, any such officer or any person controlling the
Company or any Selling Stockholder or any person controlling such Selling
Stockholder based on the Registration Statement, the Prospectus or any
preliminary prospectus and in respect of which indemnity may be sought against
any Underwriter, the Underwriter shall have the rights and duties given to the
Sellers (except that if any Seller shall have assumed the defense thereof, such
Underwriter shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof but the fees and expenses of
such counsel shall be at the expense of such Underwriter), and the Company, its
directors, any such officers and any person controlling the Company and the
Selling Stockholder and any person controlling such Selling Stockholder shall
have the rights and duties given to the Underwriter, by Section 8(d) hereof.

                 (f)  If the indemnification provided for in this Section 8 is
unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or judgments referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities and judgments (i) in such proportion as is appropriate to
reflect the relative benefits received by the Sellers on the one hand and the
Underwriters on the other hand from the offering of the Shares or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Sellers and
the Underwriters in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations.  The relative benefits received by the
Sellers and the Underwriters shall be deemed to





                                      -22-
   23
be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Sellers, and the total underwriting
discounts and commissions received by the Underwriters, bear to the total price
to the public of the Shares, in each case as set forth in the table on the
cover page of the Prospectus.  The relative fault of the Sellers and the
Underwriters shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission to
state a material fact relates to information supplied by the Company, the
Selling Stockholder or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

                 The Sellers and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 8(f) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 8, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Shares underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.  The Underwriters' obligations to
contribute pursuant to this Section 8(f) are several in proportion to the
respective number of Shares purchased by each of the Underwriters hereunder and
not joint.  Notwithstanding the provisions of this Section 8, the Selling
Stockholder shall not be required to contribute any amount in excess of the
amount by which the aggregate purchase price received by the Selling
Stockholder from the sale of the Selling Stockholder's Shares hereunder exceeds
the amount of any damages that such Selling Stockholder has otherwise been
required to pay to persons who also have claims against the Underwriter by
reason of the misstatement or omission that would have given rise to such
indemnification.





                                      -23-
   24
                 (g)  Each Seller hereby designates Corporation Trust Company,
[ADDRESS OF COMPANY], (a Delaware corporation) as its authorized agent, upon
which process may be served in any action, suit or proceeding which may be
instituted in any state or federal court in the State of New York by any
Underwriter or person controlling an Underwriter asserting a claim for
indemnification or contribution under or pursuant to this Section 8, and each
Seller will accept the jurisdiction of such court in such action, and waives,
to the fullest extent permitted by applicable law, any defense based upon lack
of personal jurisdiction or venue.  A copy of any such process shall be sent or
given to such Seller, at the address for notices specified in Section 13
hereof.

                 9.  Conditions of Underwriters' Obligations.  The several
obligations of the Underwriters under this Agreement are subject to the
satisfaction of each of the following conditions:

                 (a)  All the representations and warranties of the Company
         contained in this Agreement shall be true and correct on the Closing
         Date and the Option Closing Date  with the same force and effect as if
         made on and as of the Closing Date or the Option Closing Date, as the
         case may be.

                 (b)  The Registration Statement shall have become effective
         not later than 5:00 P.M., (and in the case of a Registration Statement
         filed under 462(b) of the Act, not later than 10:00 p.m.) New York
         City time, on the date of this Agreement or at such later date and
         time as you may approve in writing, and at the Closing Date and the
         Option Closing Date, as the case be, no stop order suspending the
         effectiveness of the Registration Statement shall have been issued and
         no proceedings for that purpose shall have been commenced or shall be
         pending before or contemplated by the Commission.

                 (c)  (i) Since the date of the latest balance sheet included
         in the Registration Statement and the Prospectus, there shall not have
         been any material adverse change, or any development involving a
         prospective material adverse change, in the condition, financial or
         otherwise, or in the earnings, affairs or business prospects, whether
         or not arising in the ordinary course of business, of the Company,
         (ii) since the date of the latest balance sheet included in the
         Registration Statement and the Prospectus there shall not have been
         any change, or any development involving a prospective material
         adverse change, in the capital stock or in the long-term debt of the
         Company from that





                                      -24-
   25
         set forth in the Registration Statement and Prospectus, (iii) the
         Company and its subsidiaries shall have no liability or obligation,
         direct or contingent, which is material to the Company and its
         subsidiaries, taken as a whole, other than those reflected in the
         Registration Statement and the Prospectus and (iv) on the Closing Date
         and the Option Closing Date you shall have received a certificate
         dated the Closing Date, and the Option Closing Date, as the case may
         be, signed by John E.  Drury and Earl E. DeFrates, in their capacities
         as the Client Executive Officer and Chief Executive Officer of the
         Company, confirming the matters set forth in paragraphs (a), (b), and
         (c) of this Section 9.

                 (d)  All the representations and warranties of the Selling
         Stockholder contained in this Agreement shall be true and correct on
         the Closing Date with the same force and effect as if made on and as
         of the Closing Date and you shall have received a certificate to such
         effect, dated the Closing Date, from each Selling Stockholder.

                 (e)  You shall have received on the Closing Date and the
         Option Closing Date an opinion (satisfactory to you and counsel for
         the Underwriters), dated the Closing Date or the Option Closing, as
         applicable, of Andrews & Kurth L.L.P., counsel for the Company and the
         Selling Stockholder, to the effect that:

                           (i)  the Company has been duly incorporated, is 
                 validly existing as a corporation in good standing under the 
                 laws of its jurisdiction of incorporation and has the 
                 corporate power and authority required to carry on its 
                 business as it is currently being conducted and to own, lease 
                 and operate its properties;

                          [(ii)  the Company and each of its subsidiaries is
                 duly qualified and is in good standing as a foreign
                 corporation authorized to do business in each jurisdiction in
                 which the nature of its business or its ownership or leasing
                 of property requires such qualification, except where the
                 failure to be so qualified would not have a material adverse
                 effect on the Company and its subsidiaries, taken as a whole;]





                                      -25-
   26
                          (iii)  the Shares to be issued and sold by the
                 Company hereunder have been duly authorized, and when issued
                 and delivered to the Underwriters against payment therefor as
                 provided by this Agreement, will have been validly issued and
                 will be fully paid and non-assessable, and the issuance of
                 such Shares is not subject to any statutory preemptive rights
                 or, to the knowledge of such counsel, any other similar
                 rights;

                          (iv)  this Agreement has been duly authorized,
                 executed and delivered by the Company and is a valid and
                 binding agreement of the Company enforceable in accordance
                 with its terms (except as enforcement of rights to indemnity
                 and contribution thereunder may be limited under applicable
                 laws or principles of public policy and subject to the
                 qualifications that the enforceability of the Company's
                 obligations thereunder may be limited by bankruptcy,
                 insolvency, reorganization, or other laws relating to or
                 affecting creditors' rights generally and by general
                 principles of equity (regardless of whether such
                 enforceability is considered in a proceeding is equity or at
                 law));

                          (v)  the authorized capital stock of the Company,
                 including the Common Stock, conforms as to legal matters to
                 the description thereof contained in the Prospectus;

                          (vi)  the Registration Statement has become effective
                 under the Act, no stop order suspending its effectiveness has
                 been issued and no proceedings for that purpose are, to the
                 knowledge of such counsel, pending before or contemplated by
                 the Commission;

                          (vii)  the statements under the captions "Description
                 of USA Waste Capital Stock" in the Proxy Statement and
                 "Underwriting" in the Prospectus and Item 15 of Part II of the
                 Registration Statement insofar as such statements constitute a
                 summary of legal matters or documents referred to therein,
                 fairly present the information called for with respect to such
                 legal matters or documents;





                                      -26-
   27
                          (viii)  the execution, delivery and performance of
                 this Agreement by the Company and the Selling Stockholder,
                 compliance by the Company and the Selling Stockholder with all
                 the provisions hereof and the consummation of the transactions
                 contemplated hereby will not require any consent, approval,
                 authorization or other order of any court, regulatory body,
                 administrative agency or other governmental body (except such
                 as may be required under the Act or other securities or Blue
                 Sky laws) and will not conflict with or constitute a breach of
                 any of the terms or provisions of, or a default under, the
                 charter or by-laws of the Company;

                          (ix)  to such counsel's knowledge, there are no legal
                 or governmental proceeding pending or threatened to which the
                 Company is a party or to which any of its property is subject
                 which is required to be described in the Registration
                 Statement or the Prospectus and is not so described, or of any
                 contract or other document which is required to be described
                 in the Registration Statement or the Prospectus or is required
                 to be filed as an exhibit to the Registration Statement which
                 is not described or filed as required;  such counsel does not
                 have any reason to believe that the description of litigation
                 in the Prospectus is not accurate and complete in all material
                 respects;

                          (x)  the Company is not an "investment company" or a
                 company "controlled" by an "investment company" within the
                 meaning of the Investment Company Act of 1940, as amended;

                          (xi)  (1) the Registration Statement, the Prospectus,
                 any supplement or amendment thereto and each document filed
                 pursuant to the Exchange Act and incorporated or deemed to be
                 incorporated by reference in the Prospectus (except for
                 financial statements, financial and statistical information
                 contained therein as to which no opinion need be expressed)
                 comply as to form in all material respects with the Act, and
                 (2) such counsel believes that (except for financial





                                      -27-
   28
                 statements, financial and statistical information contained
                 therein, as aforesaid) the Registration Statement and the
                 prospectus included therein at the time the Registration
                 Statement became effective did not contain any untrue
                 statement of a material fact or omit to state a material fact
                 required to be stated therein or necessary to make the
                 statements therein not misleading, and that the Prospectus, as
                 amended or supplemented, if applicable (except for financial
                 statements, and financial and statistical information, as
                 aforesaid) does not contain any untrue statement of a material
                 fact or omit to state a material fact necessary in order to
                 make the statements therein, in the light of the
                 circumstances under which they were made, not  misleading;
        
                 (f)  You shall have received on the Closing Date and the
         Option Closing Date an opinion (satisfactory to you and counsel for
         the Underwriters), dated the Closing Date, of Snell & Smith L.L.P.,
         counsel for the Company, to the effect that:

                          (i)  each of the Company's subsidiaries has been duly
                 incorporated, is validly existing as a corporation in good
                 standing under the laws of its jurisdiction of incorporation
                 and has the corporate power and authority required to carry on
                 its business as it is currently being conducted and to own,
                 lease and operate its properties;

                          [(ii)  the Company and each of its subsidiaries is
                 duly qualified and is in good standing as a foreign
                 corporation authorized to do business in each jurisdiction in
                 which the nature of its business or its ownership or leasing
                 of property requires such qualification, except where the
                 failure to be so qualified would not have a material adverse
                 effect on the Company and its subsidiaries, taken as a whole;]

                          (iii)  all of the outstanding shares of capital stock
                 of, or other ownership interests in, each of the Company's
                 subsidiaries have been duly and validly authorized and issued
                 and are fully paid and





                                      -28-
   29
                 non-assessable, and are owned by the Company, free and clear
                 of any security interest, claim, lien, encumbrance or adverse
                 interest of any nature;

                          (iv)  all the outstanding shares of Common Stock
                 (including the Shares to be sold by the Selling Stockholder)
                 have been duly authorized and validly issued and are fully
                 paid, non-assessable and not subject to any statutory
                 preemptive rights or, to the knowledge of such counsel, any
                 other similar rights;

                          (v)  neither the Company nor any of its subsidiaries
                 is in violation of its respective charter or by-laws and, to
                 the best of such counsel's knowledge after due inquiry,
                 neither the Company nor any of its subsidiaries is in default
                 in the performance of any obligation, agreement or condition
                 contained in any bond, debenture, note or any other evidence
                 of indebtedness or in any other agreement, indenture or
                 instrument material to the conduct of the business of the
                 Company and its subsidiaries, taken as a whole, to which the
                 Company or any of its subsidiaries is a party or by which it
                 or any of its subsidiaries or their respective property is
                 bound;

                          (vi)  the execution, delivery and performance of this
                 Agreement by the Company, compliance by the Company with all
                 the provisions hereof and the consummation of the transactions
                 contemplated hereby will not conflict with or constitute a
                 breach of any of the terms or provisions of, or a default
                 under, the charter or by-laws of any of the Company's
                 subsidiaries or any agreement, indenture or other instrument
                 to which the Company or any of its subsidiaries is a party or
                 by which the Company or any of its subsidiaries or their
                 respective properties are bound, or violate or conflict with
                 any laws, administrative regulations or rulings or court
                 decrees applicable to the Company or any of its subsidiaries
                 or their respective properties;





                                      -29-
   30
                          (vii)  to such counsel's knowledge there are no legal
                 or governmental proceedings pending or threatened to which 
                 the Company or any of its subsidiaries is a party or to which 
                 any of their respective property is subject which is required 
                 to be described in the Registration Statement or the 
                 Prospectus and is not so described, or of any contract or 
                 other document which is required to be described in the 
                 Registration Statement or the Prospectus or is required to be 
                 filed as an exhibit to the Registration Statement which is 
                 not described or filed as required;  such counsel does not 
                 have any reason to believe that the description of litigation 
                 in the Prospectus is not accurate and complete in all material
                 respects;

                          (viii)  to such counsel's knowledge, except as
                 described in the Prospectus, neither the Company nor any of
                 its subsidiaries has violated any Environmental Laws, nor any
                 federal or state law relating to discrimination in the hiring,
                 promotion or pay of employees nor any applicable federal or
                 state wages and hours laws, nor any provisions of the Employee
                 Retirement Income Security Act or the rules and regulations
                 promulgated thereunder, which in each case might result in any
                 material adverse change in the business, prospects, financial
                 condition or results of operation of the Company and its
                 subsidiaries, taken as a whole;

                          (ix)  to such counsel's knowledge, the Company and
                 each of its subsidiaries has such permits, licenses,
                 franchises and authorizations of governmental or regulatory
                 authorities ("permits"), including, without limitation, under
                 any applicable Environmental Laws, as are necessary to own,
                 lease and operate its respective properties and to conduct its
                 business in the manner described in the Prospectus except
                 where the failure to have such permits would not have a
                 material adverse effect on the Company and its subsidiaries
                 taken as a whole; to such counsel's knowledge, the Company and
                 each of its subsidiaries has fulfilled and performed





                                      -30-
   31
                 all of its material obligations with respect to such permits
                 and no event has occurred which allows, or after notice or
                 lapse of time would allow, revocation or termination thereof
                 or results in any other material impairment of the rights of
                 the holder of any such permit, subject in each case to such
                 qualification as may be set forth in the Prospectus; and,
                 except as described in the Prospectus, such permits contain no
                 restrictions that are materially burdensome to the Company or
                 any of its subsidiaries;

                          (x)   to such counsel's knowledge, no holder of any
                 security of the Company has any right to require registration
                 of shares of Common Stock or any other security of the Company
                 as a result of filing the Registration Statement, which have
                 not been waived;

                          (xi)  such counsel believes that (except for 
                 financial statements, financial and statistical information 
                 contained therein, as aforesaid) the Registration Statement 
                 and the prospectus included therein at the time the 
                 Registration Statement became effective did not contain any 
                 untrue statement of a material fact or omit to state a 
                 material fact required to be stated therein or necessary to 
                 make the statements therein not misleading, and that the 
                 Prospectus, as amended or supplemented, if applicable (except 
                 for financial statements, and financial and statistical 
                 information, as aforesaid) does not contain any untrue 
                 statement of a material fact or omit to state a material fact 
                 necessary in order to make the statements therein, in the 
                 light of the circumstances under which they were made, not 
                 misleading;

                          (xii)  all descriptions in the Prospectus of
                 statutes, regulations or legal or governmental proceedings in
                 all material respects are accurate and fairly present the
                 information required to be shown;

                 (g)  You shall have received on the Closing Date and the
         Option Closing Date an opinion (satisfactory to





                                      -31-
   32
         you and counsel for the underwriters), dated the Closing Date or the
         Option Closing Date, as applicable, of __________, counsel for the
         Selling Stockholder, to the effect that:

                          (i)     this Agreement has been duly authorized,
                 executed and delivered by the Selling Stockholder and is a
                 valid and binding agreement of the Selling Stockholder
                 enforceable in accordance with its terms (except as rights to
                 indemnity and contribution hereunder may be limited by
                 applicable law or public policy, and subject to bankruptcy,
                 insolvency, fraudulent conveyance, reorganization, moratorium
                 or other laws and rules of law affecting the enforcement
                 generally of creditors' rights and remedies and to an implied
                 duty of good faith and to general principles of equity
                 (regardless of whether such enforceability is considered in a
                 proceeding at law or in equity));

                          (ii)  the execution, delivery and performance of this
                 Agreement by the Selling Stockholder, compliance by the
                 Selling Stockholder with all the provisions hereof and the
                 consummation of the transactions contemplated hereby will not
                 require any consent, approval, authorization or other order of
                 any court, regulatory body, administrative agency or other
                 governmental body (except such as may be required under the
                 Act or other securities or Blue Sky laws) and will not
                 conflict with or constitute a breach of any of the terms or
                 provisions of, or a default under, the charter or by-laws of
                 the Selling Stockholder or any material agreement, indenture
                 or other instrument to which the Selling Stockholder is a
                 party or by which the Selling Stockholder or its properties
                 are bound, or violate or conflict with any laws,
                 administrative regulations or rulings or court decrees
                 applicable to the Selling Stockholder or its properties (other
                 than federal or state securities or blue sky laws, as to which
                 such counsel need not opine);





                                      -32-
   33
                          (iii)  the Custody Agreement has been duly
                 authorized, executed and delivered by the Selling Stockholder
                 and is a valid and binding agreement of the Selling
                 Stockholder enforceable in accordance with its terms (except
                 as enforcement of rights to indemnity and contribution
                 thereunder may be limited under applicable laws or public
                 policy, and subject to bankruptcy, insolvency, fraudulent
                 conveyance, reorganization, moratorium or other laws and rules
                 of law affecting the enforcement generally of creditors'
                 rights and remedies and to an implied duty of good faith and
                 to general principles of equity (regardless of whether such
                 enforceability is considered in a proceeding at law or in
                 equity));

                          (iv)  the Selling Stockholder has full legal right,
                 power and authority, and any approval required by law (other
                 than any approval imposed by federal or state securities and
                 Blue Sky laws) to sell, assign, transfer and deliver the
                 Shares to be sold by it in the manner provided in this
                 Agreement and the Custody Agreement;

                          (v)  upon delivery of certificates for the shares to
                 be sold by the Selling Stockholder under this Agreement and
                 the payment therefor as contemplated by this Agreement, each
                 Underwrite that is a "bona fide purchaser" (as defined in
                 Section ____ of the New York Uniform Commercial Code) will
                 acquire all the rights of the Selling Stockholder in such
                 Shares, free of any adverse claim (assuming solely for
                 purposes of this opinion that such sale is governed by Article
                 8 of the New York Uniform Commercial Code); and

                          (vi)  the power of attorney signed by the Selling
                 Stockholder appointing Earl E. DeFrates and Gregory T.
                 Sangalis, or either of them, as his attorney-in-fact to the
                 extent set forth therein with regard to the transactions
                 contemplated hereby and by the Registration Statement has been
                 duly authorized, executed and delivered by or on behalf of the
                 Selling Stockholder and are





                                      -33-
   34
                 valid and binding instruments of the Selling Stockholder
                 enforceable in accordance with its terms subject to
                 bankruptcy, insolvency, fraudulent conveyance, reorganization,
                 moratorium or other laws and rules of law affecting the
                 enforcement generally of creditors' rights and remedies and to
                 an implied duty of good faith and to general principles of
                 equity (regardless of whether such enforceability is
                 considered in a proceeding at law or in equity), and pursuant
                 to such power of attorney, the Selling Stockholder has
                 authorized Gregory T. Sangalis and Earl E. DeFrates, or either
                 of them, to execute and deliver on its behalf this Agreement
                 and any other document necessary or desirable in connection
                 with transactions contemplated hereby and to deliver the
                 Shares to be sold by them pursuant to this Agreement

                 Andrews & Kurth L.L.P. and Snell & Smith L.L.P., in giving
         their opinions with respect to the matters covered by clauses (e)(ix)
         and (f)(xi) may state that their opinions and beliefs are based upon
         their participation in the preparation of the Registration Statement
         and Prospectus and any amendments or supplements thereto and review
         and discussion of the contents thereof, but are without independent
         check or verification except as specified.

                 In giving the opinions described in clause (e), (f) and (g)
         above, such counsel may rely as to factual matters on information set
         forth in certificates of the Sellers or public officials.

                 The opinion of Andrews & Kurth L.L.P. and Snell & Smith L.L.P.
         described in paragraphs (e) and (f) above shall be rendered to you at
         the request of the Company and shall so state therein and the opinion
         of _________ described in paragraph (g) above shall be rendered to you
         at the request of the Selling Stockholder and shall so state therein.

                 (h)  You shall have received on the Closing Date and the
         Option Closing Date an opinion, dated the Closing Date or the Option
         Closing Date, as the case may be, of McDermott, Will & Emery, counsel
         for the Underwriters, in form and substance satisfactory to you.  In
         giving such opinion with respect to the





                                      -34-
   35
         matters covered by clause (xvii) such counsel may state that their
         opinion and belief are based upon their participation in the
         preparation of the Registration Statement and Prospectus and any
         amendments or supplements thereto and review and discussion of the
         contents thereof, but are without independent check or verification
         except as specified.

                 (i)  You shall have received a letter on and as of the Closing
         Date and the Option Closing Date, in form and substance satisfactory
         to you, (i) from Coopers & Lybrand LLP, independent public
         accountants, with respect to the financial statements and certain
         financial information contained in the Registration Statement and the
         Prospectus and substantially in the form and substance of the letter
         delivered to you by Coopers & Lybrand LLP on the date of this
         Agreement, and (ii) from Deloitte & Touche L.L.P., independent public
         accountants, with respect to the financial statements and certain
         financial information contained in the Registration Statement and the
         Prospectus and in each case substantially in the form and substance of
         the letter delivered to you by such firm on the date of this
         Agreement.

                 (j)  The Company and the Selling Stockholder shall not have
         failed at or prior to the Closing Date to perform or comply with any
         of the agreements herein contained and required to be performed or
         complied with by the Company at or prior to the Closing Date or the
         Option Closing Date as the case may be.

                 (k)  You shall have received on the Closing Date, a
         certificate of each Selling Stockholder who is not a U.S. Person to
         the effect that such Selling Stockholder is not a U.S. Person (as
         defined under applicable U.S. federal tax legislation), which
         certificate may be in the form of a properly completed and executed
         United States Treasury Department Form W-9 (or other applicable form
         or statement specified by Treasury Department regulations in lieu
         thereof).

                 10.  Effective Date of Agreement and Termination.  This
Agreement shall become effective upon the later of (i) execution of this
Agreement and (ii) when notification of the effectiveness of the Registration
Statement has been released by the Commission.

                 This Agreement may be terminated at any time prior to the
Closing Date by you by written notice to the Sellers if any





                                      -35-
   36
of the following has occurred: (i) since the respective dates as of which
information is given in the Registration Statement and the Prospectus, any
adverse change or development involving a prospective adverse change in the
condition, financial or otherwise, of the Company or any of its subsidiaries or
the earnings, affairs, or business prospects of the Company or any of its
subsidiaries, whether or not arising in the ordinary course of business, which
would, in your judgment, make it impracticable to market the Shares on the
terms and in the manner contemplated in the Prospectus, (ii) any outbreak or
escalation of hostilities or other national or international calamity or crisis
or change in economic conditions or in the financial markets of the United
States or elsewhere that, in your judgment, is material and adverse and would,
in your judgment, make it impracticable to market the Shares on the terms and
in the manner contemplated in the Prospectus, (iii) the suspension or material
limitation of trading in securities on the New York Stock Exchange, the
American Stock Exchange or the NASDAQ National Market System or limitation on
prices for securities on any such exchange or National Market System, (iv) the
enactment, publication, decree or other promulgation of any federal or state
statute, regulation, rule or order of any court or other governmental authority
which in your opinion materially and adversely affects, or will materially and
adversely affect, the business or operations of the Company or any Subsidiary,
(v) the declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in your
opinion has a material adverse effect on the financial markets in the United
States.

                 If on the Closing Date or on an Option Closing Date, as the
case may be, any one or more of the Underwriters shall fail or refuse to
purchase the Firm Shares or Additional Shares, as the case may be, which it or
they have agreed to purchase hereunder on such date and the aggregate number of
Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused
to purchase is not more than one-tenth of the total number of Shares to be
purchased on such date by all Underwriters, each non-defaulting Underwriter
shall be obligated severally, in the proportion which the number of Firm Shares
set forth opposite its name in Schedule I bears to the total number of Firm
Shares which all the non-defaulting Underwriters, as the case may be, have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused
to purchase on such date; provided that in no event shall the number of Firm
Shares or Additional Shares, as the case may be, which





                                      -36-
   37
any Underwriter has agreed to purchase pursuant to Section 2 hereof be
increased pursuant to this Section 10 by an amount in excess of one-ninth of
such number of Firm Shares or Additional Shares, as the case may be, without
the written consent of such Underwriter.  If on the Closing Date or on an
Option Closing Date, as the case may be, any Underwriter or Underwriters shall
fail or refuse to purchase Firm Shares, or Additional Shares, as the case may
be, and the aggregate number of Firm Shares or Additional Shares, as the case
may be, with respect to which such default occurs is more than one-tenth of the
aggregate number of Shares to be purchased on such date by all Underwriters and
arrangements satisfactory to you and the applicable Sellers for purchase of
such Shares are not made within 48 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
and the applicable Sellers.  In any such case which does not result in
termination of this Agreement, either you or the Sellers shall have the right
to postpone the Closing Date or the applicable Option Closing Date, as the case
may be, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and the Prospectus or any other
documents or arrangements may be effected.  Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of any such Underwriter under this Agreement.

                 11.  Agreements of the Selling Stockholder.  Each Selling
Stockholder severally agrees with you and the Company:

                 (a)  To pay or to cause to be paid all transfer taxes with
         respect to the Shares to be sold by such Selling Stockholder; and

                 (b)  To take all reasonable actions in cooperation with the
         Company and the Underwriters to cause the Registration Statement to
         become effective at the earliest possible time, to do and perform all
         things to be done and performed by the Selling Stockholder under this
         Agreement prior to the Closing Date and to satisfy all conditions
         precedent required to be satisfied by the Selling Stockholder to the
         delivery of the Shares pursuant to this Agreement.

                 12.  Miscellaneous.  Notices given pursuant to any provision
of this Agreement shall be addressed as follows:  (a) if to the Company, to USA
Waste Services, Inc., 5000 Quorum Drive, Suite 300, Dallas, Texas 75240, (b) if
to the Selling Stockholder, to the Company at the address set forth above and
(c) if to any Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette
Securities Corporation, 140 Broadway, New York, New





                                      -37-
   38
York 10005, Attention:  Syndicate Department, or in any case to such other
address as the person to be notified may have requested in writing.

                 The respective indemnities, contribution agreements,
representations, warranties and other statements of the Selling Stockholder,
the Company, its officers and directors and of the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter or by or on behalf of the Sellers, the
officers or directors of the Company or any controlling person of the Sellers,
(ii) acceptance of the Shares and payment for them hereunder and (iii)
termination of this Agreement.

                 If this Agreement shall be terminated by the Underwriters
because of any failure or refusal on the part of the Sellers to comply with the
terms or to fulfill any of the conditions of this Agreement, the Company agrees
to reimburse the several Underwriters for all out-of-pocket expenses (including
the fees and disbursements of counsel) reasonably incurred by them.

                 Except as otherwise provided, this Agreement has been and is
made solely for the benefit of and shall be binding upon the Sellers, the
Underwriters, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of this
Agreement.  The term "successors and assigns" shall not include a purchaser of
any of the Shares from any of the several Underwriters merely because of such
purchase.

                 This Agreement shall be governed and construed in accordance
with the laws of the State of New York.

                 This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.





                                      -38-
   39
                 Please confirm that the foregoing correctly sets forth the
agreement between the Company, the Selling Stockholder and the several
Underwriters.


                                     Very truly yours,

                                     USA WASTE SERVICES, INC.



                                     By____________________________
                                       Title:




                                     THE SELLING STOCKHOLDER NAMED
                                       IN SCHEDULE II HERETO



                                     By____________________________
                                              Attorney-in-fact



DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
DEUTSCHE MORGAN GRENFELL/
  C.J. LAWRENCE INC.
SMITH BARNEY INC.

Acting severally on behalf of
  themselves and the several
  Underwriters named in
  Schedule I hereto

By DONALDSON, LUFKIN & JENRETTE
         SECURITIES CORPORATION


   By__________________________





                                      -39-
   40
                                   SCHEDULE I


Number of Firm Shares Underwriters to be Purchased ------------ --------------------- Donaldson, Lufkin & Jenrette Securities Corporation Deutsche Morgan Grenfell/ C.J. Lawrence Inc. Smith Barney Inc. ______________________ Total
41 SCHEDULE II Selling Stockholder
Number of Firm Name Shares Being Sold ---- ----------------- The First National Bank of Boston 137,500 ________________ 137,500 Total
42 ANNEX I Required Stockholder Lock-ups Robert F. Smith John G. Rangos, Jr. John Rangos Development Corporation, Inc.