1
EXHIBIT 10.10

PROCEEDS AGREEMENT

THIS AGREEMENT dated as of April 5, 1999 is made by and among PHILIP
SERVICES CORP. ("PSC"), PHILIP SERVICES (DELAWARE), INC. ("PSI" and, together
with PSC, the "Borrowers") and each of the direct and indirect subsidiaries of
PSC which are Restricted Parties (together with the Borrowers, the "Philip
Entities"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), solely as
Administrative Agent (the "Administrative Agent"), on behalf of itself, the
Lenders (as defined below), the Agents (as defined below) and their respective
Eligible Affiliates.

WHEREAS:
A. Pursuant to the Credit Agreement dated as of August 11, 1997, as
amended from time to time (the "Credit Agreement") among the Borrowers, the
Administrative Agent, BANKERS TRUST COMPANY ("BTCo"), as Syndication Agent,
CIBC and BTCo, as Co-Arrangers, DRESDNER BANK CANADA and DRESDNER BANK AG NEW
YORK BRANCH (collectively, "Dresdner"), as Documentation Agent (CIBC, BTCo and
Dresdner, collectively, the "Agents"), and the various lenders from time to
time parties thereto (collectively, the "Lenders"), the Lenders have made
financial accommodation (including loans and letters of credit) available to
the Borrowers (such financial accommodation being collectively, the "Loans").
The Restricted Subsidiaries executed guarantees of the obligations of one or
both of the Borrowers under the Credit Agreement.

B. The obligations of PSI and the Restricted Subsidiaries incorporated in
the United States (together with PSI, the "US Entities") under the Credit
Agreement and the guarantees were secured in accordance with those certain U.S.
Security Agreements dated as of March 16, 1998, as supplemented, as well as
various mortgages and other security documents. The obligations of PSC and its
direct and indirect Restricted Subsidiaries incorporated in Canada (together
with PSC, the "Canadian Entities") under the Credit Agreement and the
guarantees were secured in accordance with those certain Canadian Security
Agreements dated as of March 16, 1998, as supplemented, as well as various
mortgages and other security documents (all guarantees and security documents,
collectively with the Credit Agreement, the "Credit Documents"). The
obligations of the Borrowers under the Credit Agreement were also secured
pursuant to Section 6.01 of the Credit Agreement.

C. Events of Default have occurred under the Credit Documents, and the
Philip Entities have negotiated with certain of the Lenders: (i) a term sheet
(the "Restructuring Term Sheet") containing the principal terms and conditions
of a pre-arranged plan of reorganization or arrangement under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Code") and under the Companies'
Creditors Arrangement Act (Canada) (the "CCAA"), and (ii) an agreement dated as
of April 1, 1999 (the "Lock-Up Agreement") pursuant

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to which such Lenders have agreed, inter alia, to vote their claims as Lenders
in favor of a plan of reorganization reflecting the terms of the attached
Restructuring Term Sheet.

D. The Philip Entities are indebted, jointly and severally, to the
Lenders, in the principal amount of not less than $1,061,421,527.43 (such
amount including issued and outstanding letters of credit having a face value
of $55,387,658.00 less $930,058.73 of letters of credit cash collateral),
together with accrued and unpaid interest and other fees, costs and expenses
(collectively, the "Indebtedness"). The Indebtedness constitutes a legal,
valid and binding obligation of the Philip Entities, enforceable in accordance
with the terms of the Credit Documents and pursuant to applicable law, and no
offsets, defenses or counterclaims to the Indebtedness exist.

E. Except for possible de minimis exceptions not presently known by the
Philip Entities, and subject to the Senior Liens (as defined below) and the
Account Intermediary Liens (as defined below), as applicable, the Indebtedness
is secured by valid and enforceable first-priority liens and security interests
granted by the Philip Entities to CIBC as security agent (in such capacity, the
"Security Agent"), for the Rateable benefit of the Lenders, upon all of the
Philip Entities' present and future undertaking, property and assets of any
kind, including, without limitation, (i) real property, (ii) accounts
receivable, (iii) contracts and contract rights, (iv) inventory, (v) equipment,
including without limitation, vehicles and rolling stock, (vi) trademarks,
service marks and trade names, together with the registrations and right to all
renewals thereof, and the goodwill symbolized by such trademarks, service marks
and trade names, (vii) patents, (viii) copyrights, (ix) computer programs and
all intellectual property rights therein and all proprietary information and
trade secrets, (x) all other goods, general intangibles, chattel paper,
documents, investment property, securities and instruments, and (xi) all
proceeds and products of any of the forgoing (collectively, the "Collateral").
The Lenders' liens and security interests in the Collateral are not subject to
avoidance, defense, objection, action, counterclaim, setoff or subordination,
except (a) to the extent of pre-existing validly perfected and unavoidable
liens and security interests that are senior to the Lenders' liens and security
interests as of the date hereof (the "Senior Liens"), and (b) in regard to
liens on Canadian accounts receivable and specified cash collateral addressed
in documentation entered into in connection with the establishment of operating
accounts of certain of the Canadian Entities at CIBC and the maintenance of
operating accounts of certain of the US Entities at Comerica Bank and the
establishment of the Permitted LC Facility under Amending Agreement No. 3 to
the Credit Agreement (the "Account Intermediary Liens").

F. Except for possible de minimis exceptions not presently known by the
Philip Entities, by reason of the foregoing described liens and security
interests, the Lenders have valid and perfected first-priority liens, subject
to the Senior Liens and the Account Intermediary Liens, as applicable, on the
assets of the Philip Entities, including, without limitation, all of the cash
of the US Entities and the Canadian Entities, including all funds on deposit at
the banks at which the US Entities and the Canadian Entities maintain their
cash, all proceeds of the accounts of the US Entities and the Canadian Entities
and all other "proceeds" (as such term is defined in Section 9-306(1) of the
Uniform Commercial Code as enacted in the State of New York in the

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case of the US Entities and as such term is defined in the Personal Property
Security Act (Ontario) in the case of the Canadian Entities) of the Collateral
(the "Cash Collateral").

G. $68,504,644.00 representing proceeds of the sale of certain assets of
the aluminum division of the Philip Entities (the "Aluminum Proceeds"), are
presently being held by the Administrative Agent in an account titled in the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders, subject to the Account Intermediary Liens. In light of the Events of
Default which have occurred under the Credit Documents, the Lenders are
entitled to apply the Aluminum Proceeds, as well as proceeds of other asset
sales which may be consummated with the consent of the Required Lenders, in
their sole discretion, subsequent to the date hereof and prior to the
occurrence of a Release Termination Event, as defined in Section 3.01 (the
"Other Asset Sales"), to the Indebtedness, subject to the Account Intermediary
Liens, as applicable. However, in connection with the Restructuring Term
Sheet, the Lenders agreed to release specified asset sale proceeds to the
Borrowers in connection with implementation of the pre-arranged plan of
reorganization and arrangement contemplated in the Restructuring Term Sheet.
The Borrowers have subsequently advised the Lenders that the Borrowers will
need access to these proceeds prior to the implementation of such pre-arranged
plan, and even prior to the filing of such pre-arranged proceedings, in order
to meet operating cash requirements. The Lenders have agreed to release such
proceeds under procedures substantially equivalent to a cash collateral
stipulation in formal reorganization or arrangement proceedings, to the extent
that the Borrowers have a demonstrated need for such funds in accordance with a
budget approved by the Required Lenders and have met other terms and
conditions. The Borrowers acknowledge that any proceeds generated from asset
sales and which the Required Lenders agree may be released to the Borrowers on
the terms set forth herein would constitute Cash Collateral.

H. Capitalized terms not defined in this Agreement shall have the meanings
ascribed to such terms in the Credit Documents.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
mutual covenants and agreements contained in this Agreement and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Philip Entities, the Agents and the Lenders agree as follows:

ARTICLE ONE
RETENTION AND DISBURSEMENT OF ASSET SALE PROCEEDS

SECTION 1.01 RELEASE OF SALE PROCEEDS:

(a) The Borrowers will direct that the proceeds of the Other Asset Sales,
including any non-cash proceeds in the form of instruments and bills of
exchange (the "Note Proceeds"), net only of reasonable costs and expenses and
of payment of indebtedness secured by

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Senior Liens on such assets, and exclusive of proceeds from the sale of Philip
Utilities Management Corporation (the "Other Asset Sale Proceeds"), be
delivered directly to the Administrative Agent on the closing dates thereof for
the account of the Administrative Agent and the Lenders, subject to the Account
Intermediary Liens, as applicable. The Administrative Agent will hold the
Aluminum Proceeds and the Other Asset Sale Proceeds (other than the Note
Proceeds) subject to the Account Intermediary Liens, in an interest-bearing
account maintained by and titled in the Administrative Agent, for the benefit
of the Administrative Agent and the Lenders (the "Proceeds Account") under
conditions that such amount will be held and dealt with by the Administrative
Agent in accordance with the provisions of this Agreement. Any Note Proceeds
shall also be delivered to the Administrative Agent, and held by the
Administrative Agent for the benefit of the Lenders and the Administrative
Agent, subject to the Account Intermediary Liens, as applicable, and any
payments in respect of any Note Proceeds shall be deposited into the Proceeds
Account. The amounts held in the Proceeds Account from time to time shall bear
interest upon such terms as are selected by the Administrative Agent from time
to time at the wholesale money market rate of the Administrative Agent for
deposits of similar currency, amount and maturities. Unless and until
delivered to the Borrowers, title to the Aluminum Proceeds and the Other Asset
Sale Proceeds, including the Note Proceeds (the Aluminum Proceeds and the Other
Asset Sale Proceeds, including the Note Proceeds, collectively, the "Asset Sale
Proceeds"), and any payments in respect of or interest thereon, will remain
with the Administrative Agent for the benefit of the Administrative Agent and
the Lenders, subject to the Account Intermediary Liens, as applicable. The
interest of the Philip Entities, if any, in and to the Asset Sale Proceeds, and
any payments in respect of or interest thereon, will at all times continue to
be subject to the liens and security interests and to all of the rights and
remedies of the Agents and the Lenders set forth in the Credit Documents and
this Agreement, and the Account Intermediary Liens, as applicable.
Additionally, the Philip Entities hereby grant a lien and security interest to
the Administrative Agent in all Asset Sale Proceeds for the benefit of the
Administrative Agent, the Security Agent and the Lenders to secure all present
and future indebtedness, liabilities and obligations of the Philip Entities
under the Credit Documents.

(b) Unless and until a Release Termination Event has occurred, and subject
to fulfillment of the conditions precedent referred to in Article 2 hereof, the
Administrative Agent will release from the Proceeds Account, and will deliver
to the Borrowers upon request in accordance with Section 2.01(c) hereof, funds
in accordance with the Budget (as defined below) and to the extent permitted
herein, including, without limitation, (i) the supplemental availability in the
aggregate amount of no more than $10,000,000, and (ii) funds sufficient to
ensure fulfillment by the Borrowers of the conditions precedent referred to in
Sections 2.01(a) and (b) below; provided, however, that the aggregate amount of
funds released from the Proceeds Account and delivered to the Borrowers shall
not exceed $93,000,000. Nothing in this Agreement shall obligate the Lenders
or the Administrative Agent to release any funds or Collateral in excess of the
amount held in the Proceeds Account from time to time. Proceeds from the sale
of Philip Utilities Management Corporation shall be treated in accordance with
Section 1(a)(vi)(C) of the Restructuring Term Sheet. In the event that
aggregate Asset Sale

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Proceeds in excess of $93,000,000 are received by the Administrative Agent in
the Proceeds Account (after post-closing adjustments of no greater than
$4,000,000 with respect to the Aluminum Proceeds), such proceeds, and interest
thereon, shall be held in the Proceeds Account (subject to the Account
Intermediary Liens, as applicable,) for application to the Senior Secured Term
Debt (as defined in the Restructuring Term Sheet) upon Plan Implementation (as
defined in the Restructuring Term Sheet) in accordance with paragraph
1(a)(iv)(B) of the Restructuring Term Sheet, or for application pursuant to
Section 3.03 hereof upon the occurrence of a Release Termination Event. On,
but not before, delivery of any funds in the Proceeds Account to the Borrowers,
title to such funds shall pass from the Administrative Agent (for the benefit
of the Administrative Agent and the Lenders) to the Borrowers. Such funds
shall only be available to the Borrowers in amounts set forth in the Budget and
as otherwise provided herein, provided, however, that no funds in the Proceeds
Account which are subject to the Account Intermediary Liens shall be released
without the consent of the holders of the Account Intermediary Liens.

(c) For greater certainty, from and after the occurrence of a Release
Termination Event, no Philip Entity shall be entitled to receive any amounts
then held or thereafter deposited in the Proceeds Account or the Note Proceeds
(other than in connection with a consensual cash collateral arrangement among
the Borrowers and the Required Lenders), all of which shall be retained by and
titled in the Administrative Agent (for the benefit of the Administrative Agent
and the Lenders) subject to the Account Intermediary Liens, as applicable. From
and after the occurrence of a Release Termination Event, any amounts then held
or thereafter deposited in the Proceeds Account and the Note Proceeds, shall,
on the request of the Required Lenders, be paid by the Administrative Agent
Rateably to the Lenders to permanently repay or cash collateralize outstanding
Accommodation in accordance with the Credit Agreement, subject to Section 2.03
hereof, and the limit of the Credit (and all Tranches) shall be permanently
reduced at the time of such repayment by the amount so repaid.

SECTION 1.02 THE BUDGET: A budget dated April 1, 1999 (the "Budget") has
been prepared by PSC and PSI and has been approved in form and substance by the
Required Lenders. The Budget reflects the projected cash requirements,
including utilization of asset sale proceeds, of the Philip Entities from the
date hereof through December 31, 1999, calculated on a monthly basis. The
aggregate amount of funds released to the Borrowers from the Proceeds Account
shall at no time exceed the then cumulative monthly projected utilization of
asset sale proceeds set out in the Budget, plus $10,000,000.

SECTION 1.03 REPORTING REQUIREMENTS: The Borrowers shall continue to
provide (i) monthly financial statements to the Lenders (as required under the
Credit Agreement), and, (ii) bi-weekly reports to the Lenders containing (a)
comparisons of actual to projected cash flows; (b) rolling fourteen (14) week
cash flow forecasts; and (c) descriptions of proposed asset divestitures and
other significant events.

SECTION 1.04 BUDGET MODIFICATIONS: The Borrowers may modify the Budget
only with the consent of the Required Lenders.

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SECTION 1.05 COVENANTS: For so long as this Agreement shall remain in
effect, the Borrowers shall (i) ensure that the Philip Entities do not make
capital expenditures except as specifically set out in the Budget and (ii)
comply and cause the Philip Entities to comply with the negative covenants set
out in Subsections 8.02(f) (i.e., Restricted Payments), 8.02(i) (i.e.,
Transactions with Affiliates) and 8.02(v)(vi) (i.e., Investments and Financial
Assistance) of the Credit Agreement, provided that, for the purposes of this
Agreement, the restriction against Investments and Financial Assistance set out
in Subsection 8.02(v)(vi) of the Credit Agreement shall be deemed to extend to
December 31, 1999. Nothing in this Agreement shall serve as a waiver of any
covenant set out in the Credit Agreement or the Lock-Up Agreement.

SECTION 1.07 PROHIBITED USE OF CASH COLLATERAL: Notwithstanding anything
herein to the contrary, no Cash Collateral may be used to object to or contest
in any manner, or raise any objections, counterclaims or defenses to, the
validity, perfection, priority or enforceability of the claims or liens of the
Agents and the Lenders, or to investigate or assert any claims or causes of
action against the Agents or the Lenders. Furthermore, absent the approval of
the Required Lenders, the Philip Entities shall not make any payments outside
the ordinary course of business to any of their officers, directors, employees,
representatives or agents, other than the management retention arrangements
approved by the Required Lenders, or make any other payments outside the
ordinary course of business.

ARTICLE TWO
CONDITIONS PRECEDENT

SECTION 2.01 CONDITIONS PRECEDENT: The Administrative Agent shall not be
obligated to release any funds to the Borrowers from the Proceeds Account under
Section 1.01 unless all of the following shall have occurred and/or are true:

(a) PROFESSIONAL FEES AND DISBURSEMENTS: All of the outstanding accounts
of Blake, Cassels & Graydon (and their agents), White & Case LLP (and their
agents), KPMG Investigation and Security Inc., KPMG Chartered Accountants and
PricewaterhouseCoopers LLP shall have been paid at or prior to the date of such
release of such portion of the Asset Sales Proceeds;

(b) REPLENISHING RETAINER FOR PROFESSIONAL FEES AND DISBURSEMENTS: All
amounts required to be paid to Blake, Cassels & Graydon pursuant to subsection
8.01(ac) of the Credit Agreement for deposit in the escrow account referred to
in such subsection shall have been so paid; and

(c) APPROVED BUDGET: Such funds are to be released only upon a written
request from the Borrowers (each being a "Request"), in the form annexed as
Exhibit A, accompanied by a certificate from the chief financial officer of PSC
(each being a "Certificate"),

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in the form annexed as Exhibit B, certifying the availability of the amount
requested pursuant to the Budget and this Agreement and representing that (i)
all conditions precedent hereunder have been satisfied (or will be satisfied in
connection with the release of funds in accordance with the terms of the
corresponding Request), (ii) the Philip Entities are in full compliance with
the provisions of this Agreement, (iii) the Philip Entities require the amount
requested in order to maintain operations as reflected in the Budget and such
funds are not readily available elsewhere, and (iv) no Release Termination
Event has occurred. The Administrative Agent shall be entitled to rely upon
any Certificate believed by it to be genuine, provided that the Administrative
Agent does not have actual knowledge to the contrary with respect to the
matters set out in paragraph 8 of such Certificate. The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Release Termination Event unless the Administrative Agent has received written
notice from a Lender specifying such Release Termination Event. Subject to the
preceding two sentences, the Administrative Agent shall not incur any liability
to any Lender as a result of its release of funds from the Proceeds Account in
accordance with a Request and Certificate.

SECTION 2.02 AUTHORIZED PAYMENTS BY ADMINISTRATIVE AGENT: If the
conditions precedent to the release of Asset Sales Proceeds set forth in
Sections 2.01(a) and/or 2.01(b) hereof have not been satisfied at the time of
any request for release of funds delivered pursuant to Section 2.01(c), the
Administrative Agent shall be authorized to release funds from the Proceeds
Account as required to satisfy the conditions precedent set forth in such
Sections 2.01(a) and/or 2.01(b) prior to any such requested release of funds.
Without limiting the forgoing, the Administrative Agent shall also have the
right from time to time to pay from the Proceeds Account any amounts payable by
the Borrowers pursuant to Sections 8.01(s) or 8.01(ac) of the Credit Agreement.

SECTION 2.03 ACCOUNT INTERMEDIARY LIENS: Notwithstanding anything to the
contrary herein, no Cash Collateral or Asset Sale Proceeds subject to the
Account Intermediary Liens shall be released, paid or delivered to the
Borrowers without the prior written consent of the holders of the Account
Intermediary Liens.

ARTICLE THREE
RELEASE TERMINATION EVENTS; REMEDIES

SECTION 3.01 RELEASE TERMINATION EVENTS: For the purposes hereof, a
"Release Termination Event" shall occur if:

(i) in the opinion of the Required Lenders (as evidenced by a
resolution of the Required Lenders), (a) any of the Philip Entities fail
to perform or comply with the provisions of this Agreement in any
respect, or (b) any Certificate contains a misrepresentation;

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(ii) (a) a Termination Event (as defined in the Lock-Up Agreement)
has occurred under Section 6(a)(i), (ii), (iii) or (iv) of the Lock-Up
Agreement, and the Majority Lenders (as defined in the Lock-Up Agreement)
have elected to terminate the Lock-Up Agreement, or (b) the Lock-Up
Agreement has been terminated by PSC in accordance with Section 6(c) of
the Lock-Up Agreement; or

(iii) any Philip Entity is the subject of a voluntary or involuntary
petition or other proceedings under any insolvency statute in any
jurisdiction (including, without limitation, the pre-arranged bankruptcy
filings contemplated in the Restructuring Term Sheet and the Lock-Up
Agreement, it being the intention of the parties in the event of such
contemplated filings that this Agreement shall be supplanted by a
Stipulation and Order Authorizing and Restricting Use of Cash Collateral
and Granting Adequate Protection of Secured Claims, and an equivalent
order in the proceedings to be commenced by one or more of the Philip
Entities under the CCAA, to be agreed among the parties hereto).

SECTION 3.02 CONSEQUENCES OF RELEASE TERMINATION EVENT: Upon the
occurrence of a Release Termination Event and without further action by the
Administrative Agent or the Lenders: (i) the Philip Entities' entitlement to
the Cash Collateral or Asset Sale Proceeds shall terminate; and (ii) the
Administrative Agent and Lenders shall be relieved from any further obligation
to disburse funds to the Borrowers from the Proceeds Account pursuant to this
Agreement, provided that where a disbursement is made by the Administrative
Agent in good faith subsequent to the occurrence of a Release Termination Event
but prior to the Administrative Agent having received written notice of such
Release Termination Event, the Administrative Agent shall have no liability to
the Lenders with respect to such disbursement.

SECTION 3.03 REMEDIES: Immediately upon the occurrence of a Release
Termination Event, the Agents and the Lenders may exercise any and all of their
rights and remedies granted under the Credit Documents, this Agreement and
applicable law, including, without limitation, applying (subject to the Account
Intermediary Liens, as applicable) the Note Proceeds and the funds held in the
Proceeds Account for Rateable repayment to the Lenders or cash
collateralization in accordance with the Credit Agreement of all outstanding
Accommodation, in which event the limit of the Credit (and all Tranches) shall
be permanently reduced at the time of such repayment by the amount so repaid.
The Agents and the Lenders shall have the right to exercise such rights and
remedies as to all or such part of the Collateral, the Note Proceeds and the
funds held in the Proceeds Account as the Required Lenders shall, in their sole
discretion, elect. The Philip Entities shall cooperate and comply with the
requests of the Agents and the Lenders in connection with the occurrence and/or
declaration of a Release Termination Event and the exercise of any rights and
remedies in connection therewith. Subject to the Account Intermediary Liens,
as applicable, the Agents and the Lenders shall be entitled to apply the Note
Proceeds, the funds held in the Proceeds Account and the Collateral, including,
without limitation, the Cash Collateral, in accordance with the provisions of
the Credit Documents and this Agreement, and in no event shall the Agents and
the Lenders be subject to

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the equitable doctrine of "marshaling" or any other similar doctrine with
respect to the Note Proceeds, the funds held in the Proceeds Account or any of
their Collateral or otherwise. Any failure or delay of the Agents or the
Lenders to enforce their rights under this Section shall not constitute a
waiver of any of their rights.

ARTICLE FOUR
GENERAL

SECTION 4.01 PRIOR NEGOTIATIONS: This Agreement (and the attachments
hereto) constitute the entire agreement between the parties with respect to the
holding and release of Asset Sale Proceeds except as otherwise expressly agreed
in writing executed by or on behalf of PSC, PSI and the Lenders, and supersede
all prior agreements, understandings, negotiations and discussions with respect
to the subject matter hereof. There are no promises, undertakings,
representations or warranties by any of the parties not expressly set forth or
referred to herein or therein.

SECTION 4.02 HEADINGS: The headings in the Articles and Sections of this
Agreement are inserted for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.

SECTION 4.03 SUCCESSORS AND ASSIGNS: This Agreement shall bind and enure
to the benefit of the parties and their respective successors and assigns,
heirs, executors, administrators and representatives. The obligations of the
Philip Entities hereunder shall be joint and several.

SECTION 4.04 LAW OF CONTRACT: This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the laws
of Canada applicable in the Province of Ontario.

SECTION 4.05 COUNTERPART AND FACSIMILE: This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed signature page to this Agreement by any
party by facsimile transmission shall be effective as delivery of a manually
executed copy of this Agreement by such party.

SECTION 4.06 NO THIRD PARTY BENEFICIARIES: No rights are intended to be
created hereunder for the benefit of any third party or any direct, indirect or
incidental beneficiary, except as specifically provided herein.

SECTION 4.07 ACKNOWLEDGMENT AND CONFIRMATION: Each of the undersigned
Philip Entities acknowledges and agrees that all of the guarantees and security
provided by it to

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or for the benefit of any one or more of the Administrative Agent, the Security
Agent and the Lenders in connection with, or otherwise applicable to, the debts
and liabilities of itself or either one or both of the Borrowers to any one or
more of the Administrative Agent, the Lenders, the other Agents and their
respective Eligible Affiliates under, in connection with or with respect to any
one or more of the Credit Agreement, the other Credit Documents and the
Lender/Borrower Hedging Arrangements are hereby ratified and confirmed and
remain in full force and effect.

SECTION 4.08 NO WAIVER: The execution of this Agreement by the
Administrative Agent is not intended and shall not be deemed to be a waiver of
any of the rights or remedies of the Agents or the Lenders under applicable law
or any of the Credit Documents.

IN WITNESS OF WHICH the Philip Entities and the Administrative Agent, on
its own behalf and on behalf of the Lenders and the other Agents and their
respective Eligible Affiliates have executed this Agreement as of the date
indicated on the first page of this Agreement.

CANADIAN IMPERIAL
BANK OF COMMERCE (in its capacity as
Administrative Agent)

by:_____________________________
name:
title:

PHILIP SERVICES CORP.

PHILIP SERVICES (DELAWARE), INC.

LUNTZ CORPORATION

LUNTZ ACQUISITION (DELAWARE)
CORPORATION

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21ST CENTURY ENVIRONMENTAL
MANAGEMENT, INC.

21ST CENTURY ENVIRONMENTAL
MANAGEMENT, INC. OF NEVADA

21ST CENTURY ENVIRONMENTAL
MANAGEMENT, INC. OF PUERTO RICO

21ST CENTURY ENVIRONMENTAL
MANAGEMENT, INC. OF RHODE ISLAND

CHEMICAL POLLUTION CONTROL, INC. OF
FLORIDA - A 21ST CENTURY
ENVIRONMENTAL MANAGEMENT COMPANY

CHEMICAL POLLUTION CONTROL, INC. OF
NEW YORK - A 21ST CENTURY
ENVIRONMENTAL MANAGEMENT COMPANY

NORTHLAND ENVIRONMENTAL, INC.

RESI ACQUISITION (DELAWARE)
CORPORATION

CHEM-FREIGHT, INC.

REPUBLIC ENVIRONMENTAL RECYCLING
(NEW JERSEY), INC.

REPUBLIC ENVIRONMENTAL SYSTEMS
(PENNSYLVANIA), INC.

REPUBLIC ENVIRONMENTAL SYSTEMS
(TECHNICAL SERVICES GROUP), INC.

REPUBLIC ENVIRONMENTAL SYSTEMS
(TRANSPORTATION GROUP), INC.

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PHILIP ENTERPRISES INC./LES
ENTREPRISES PHILIP INC.

PHILIP ANALYTICAL SERVICES
CORPORATION

PHILIP ENVIRONMENTAL (ATLANTIC)
LIMITED

PHILIP ENVIRONMENTAL (ELMIRA) INC.

PHILIP ENVIRONMENTAL SERVICES
LIMITED

PHILIP INVESTMENT CORP.

PSC/IML ACQUISITION CORP.

RECYCLAGE D'ALUMINIUM QUEBEC
INC./QUEBEC ALUMINUM RECYCLING INC.

1195613 ONTARIO INC.

1233793 ONTARIO INC.

842578 ONTARIO LIMITED

COUSINS WASTE CONTROL CORPORATION

D & L, INC.

INTERMETCO U.S., INC.

BUTCO, INC.

ALLTIFT, INC.

INTERMETCO U.S.A. LTD.

GEORGIA TUBULAR PRODUCTS, INC.

NORTRU, INC.

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ALLWORTH, INC.

CHEMICAL RECLAMATION SERVICES, INC.

PHILIP RECLAMATION SERVICES,
HOUSTON, INC.

SOUTHEAST ENVIRONMENTAL SERVICES
COMPANY, INC.

CYANOKEM INC.

RHO-CHEM CORPORATION

SESSA, S.A. DE C.V.

THERMALKEM INC.

PEN METALS (DELAWARE), INC.

PHILIP ENVIRONMENTAL OF IDAHO
CORPORATION

PHILIP ENVIRONMENTAL (WASHINGTON)
INC.

BURLINGTON ENVIRONMENTAL INC.
[DELAWARE]

BURLINGTON ENVIRONMENTAL INC.
[WASHINGTON]

RESOURCE RECOVERY CORPORATION

TERMCO CORPORATION

GASOLINE TANK SERVICE COMPANY, INC.

UNITED DRAIN OIL SERVICE, INC.

PHILIP ENVIRONMENTAL SERVICES
CORPORATION

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SOLVENT RECOVERY CORPORATION

PHILIP INDUSTRIAL SERVICES (USA),
INC.

PHILIP INDUSTRIAL SERVICES GROUP,
INC.

ALRC, INC.

APLC, INC.

ALLWASTE ASBESTOS ABATEMENT
HOLDINGS, INC.

ALLWASTE ASBESTOS ABATEMENT, INC.

ALLWASTE ASBESTOS ABATEMENT OF NEW
ENGLAND, INC.

ONEIDA ASBESTOS REMOVAL, INC.

ONEIDA ASBESTOS ABATEMENT INC.

PHILIP ENVIRONMENTAL SERVICES, INC.

ACE/ALLWASTE ENVIRONMENTAL SERVICES
OF INDIANA, INC.

ALL SAFETY AND SUPPLY, INC.

PHILIP SCAFFOLD CORPORATION

ALLSCAFF, INC.

ALLWASTE ENVIRONMENTAL
SERVICES/NORTH CENTRAL, INC.

PHILIP SERVICES/OHIO, INC.

PHILIP WEST INDUSTRIAL SERVICES,
INC.

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PHILIP TRANSPORTATION AND
REMEDIATION, INC.

PHILIP SERVICES/SOUTH CENTRAL, INC.

PHILIP SERVICES/SOUTHWEST, INC.

PHILIP SERVICES HAWAII, LTD.

ALLWASTE SERVICIOS INDUSTRIALES DE
CONTROL ECOLOGICO S.A. DE C.V.

ALLWASTE TANK SERVICES S.A. DE C.V.

ALLWASTE TEXQUISITION, INC.

CALIGO DE MEXICO, S.A. DE C.V.

PHILIP AUTOMOTIVE, LTD.

INDUSTRIAL CONSTRUCTION SERVICES
COMPANY, INC.

J.D. MEAGHER/ALLWASTE, INC.

JAMES & LUTHER SERVICES, INC.

JESCO INDUSTRIAL SERVICES, INC.

PHILIP OIL RECYCLING, INC.

PHILIP INDUSTRIAL SERVICES OF TEXAS,
INC.

PHILIP SERVICES/LOUISIANA, INC.

PHILIP MID-ATLANTIC, INC.

PHILIP SERVICES/MISSOURI, INC.

PHILIP SERVICES/MOBILE, INC.

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PHILIP SERVICES/NORTH ATLANTIC, INC.

PHILIP SERVICES/NORTH CENTRAL, INC.

PHILIP SERVICES/OKLAHOMA, INC.

PHILIP PLANT SERVICES, INC.

PHILIP SERVICES/ATLANTA, INC.

BEC/PHILIP, INC.

PHILIP/WHITING, INC.

ALLWASTE OF CANADA LTD.

CALIGO RECLAMATION LTD.

ALLWASTE TANK CLEANING, INC.

ALLWASTE RAILCAR CLEANING, INC.

ALLWASTE RECOVERY SYSTEMS, INC.

PSC ENTERPRISES, INC.

ALLIES STAFFING, INC.

ALLIES STAFFING LTD.

ALLQUEST CAPITAL, INC.

PHILIP METALS (DELAWARE), INC.

INTSEL SOUTHWEST LIMITED PARTNERSHIP

PHILIP METALS INC.

PHILIP METALS RECOVERY (USA) INC.

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PHILIP SERVICES (PENNSYLVANIA), INC.

PHILIP METALS (NEW YORK), INC.

PHILIP ST, INC.

PHILIP CHEMISOLV HOLDINGS, INC.

PHILIP CHEMI-SOLV, INC.

DM ACQUISITION CORPORATION

DELTA MAINTENANCE, INC.

PHILIP REFRACTORY & CORROSION
CORPORATION

HARTNEY CORPORATION

PHILIP REFRACTORY SERVICES, INC.

TOTAL REFRACTORY SYSTEMS, INC.

PHILIP REFRACTORY & CORROSION
SERVICES, INC.

UNITED INDUSTRIAL MATERIALS, INC.

INDUSTRIAL SERVICES TECHNOLOGIES,
INC.

ADVANCED ENVIRONMENTAL SYSTEMS, INC.

ADVANCED ENERGY CORPORATION

INTERNATIONAL CATALYST, INC.

IST HOLDING CORP.

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CHEM-FAB, INC.

PIPING HOLDINGS CORP.

PIPING COMPANIES, INC.

PIPING MECHANICAL CORPORATION

HYDRO-ENGINEERING & SERVICE, INC.

MAC-TECH, INC.

SERV-TECH DE MEXICO S DE R.L. DE
C.V.

SERV-TECH MEXICANA S DE R.L. DE C.V.

PETROCHEM FIELD SERVICES DE
VENEZUELA

PHILIP ENTERPRISE SERVICE
CORPORATION

PHILIP MECHANICAL SERVICES OF
LOUISIANA, INC.

PHILIP ST PIPING, INC.

PHILIP TECHNICAL SERVICES, INC.

PHILIP/SECO INDUSTRIES, INC.

TIPCO ACQUISITION CORP.

PRS HOLDING, INC.

PHILIP PETRO RECOVERY SYSTEMS, INC.

SERV-TECH EPC, INC.

SERV-TECH CONSTRUCTION AND
MAINTENANCE, INC.

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SERV-TECH ENGINEERS, INC.

PHILIP F.C. SCHAFFER, INC.

SERV-TECH INTERNATIONAL SALES, INC.

SERV-TECH OF NEW MEXICO, INC.

SERV-TECH SERVICES, INC.

SERV-TECH SUDAMERICANA S.A.

SERVTECH CANADA, INC.

ST DELTA CANADA, INC.

TERMINAL TECHNOLOGIES, INC.

RMF GLOBAL, INC.

RMF INDUSTRIAL CONTRACTING, INC.

RMF ENVIRONMENTAL, INC.

PHILIP METALS (USA), INC.

ARC DUST PROCESSING (BARBADOS)
LIMITED

PHENCORP INTERNATIONAL FINANCE INC.

PHENCORP INTERNATIONAL B.V.

PHILIP SERVICES (NETHERLANDS) B.V.

PHILIP SERVICES (EUROPE) LIMITED

ALLIED METALS LIMITED

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B.M. METALS (RECYCLING) LTD.

BATH RECLAMATION (AVONMOUTH) CO.
LIMITED

BLACKBUSHE LIMITED

BLACKBUSHE METALS (WESTERN) LIMITED

ELLIOTT METAL COMPANY LIMITED

SOUTHERN HAULIERS LIMITED

T.C. FRASER (METALS) LIMITED

E. PEARSE (HOLDINGS) LIMITED

E. PEARSE & CO., LIMITED

C. PHILIPP & SONS (BRISTOL) LIMITED

MAYER PEARSE LIMITED

WIDSITE LIMITED

PHILIP METALS (EUROPE) LIMITED

PHENCORP REINSURANCE COMPANY INC.

PHILIP INTERNATIONAL DEVELOPMENT
INC.

CECATUR HOLDINGS

PHILIP SERVICES (DELAWARE), L.L.C.

CHEMISOLV LIMITED

ALLWASTE SERVICES OF EL PASO, INC.

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DEEP CLEAN, INC.

2766906 CANADA INC.

721646 ALBERTA LTD.

800151 ONTARIO INC.

912613 ONTARIO LTD.

PHILIP PLASMA METALS INC.

CALIGO PARTNERSHIP

BY ITS PARTNER ALLWASTE OF CANADA
LTD.

DELSAN DEMOLITION LIMITED

NORTRU, LTD.

and all other Guarantor Subsidiaries
(if any)

in each case by:

____________________________________
Colin Soule
Authorized Signatory

Exhibit A

REQUEST AND DIRECTION

TO: Canadian Imperial Bank of Commerce, as Administrative Agent

RE: The agreement authorizing and restricting the use of proceeds of asset
sales (the "PROCEEDS AGREEMENT") dated as of April 5, 1999 among the
Restricted Parties and the Administrative Agent, on its own behalf and on
behalf of the Lenders and the other agents under the Credit Agreement

WHEREAS:

A. The Cdn. Borrower and the U.S. Borrower (collectively the "Borrowers")
would like to request that the Administrative Agent release and deliver to
the Borrowers certain Released Amounts pursuant to Section 2.01(c) of the
Proceeds Agreement.

B. Capitalized terms used but not defined in this Request and Direction have
the meanings given to such terms in the Proceeds Agreement.

THIS REQUEST AND DIRECTION WITNESSES THAT the Borrowers hereby irrevocably
request, acknowledge, authorize and direct as follows:

1. The Borrowers request that the Administrative Agent release $o (the
"Requested Amount") pursuant to Section 2.01 of the Proceeds Agreement.

2. In order to satisfy the conditions precedent set out in Sections 2.01(a)
and (b) of the Proceeds Agreement and, pursuant to Section 2.02 of the
Proceeds Agreement, the Borrowers irrevocably authorize and direct the
Administrative Agent to pay the following amounts from the Requested
Amount:

(a) $o [EG. PAYMENT OF PROFESSIONAL FEES]

and to pay the balance of the Requested Amount to [Philip Services
Corp./Philip Services (Delaware), Inc.]

and this shall be the Administrative Agent's good and sufficient authority for
doing so.

DATED as of o, 1999.

PHILIP SERVICES CORP. PHILIP SERVICES (DELAWARE), INC.

by:_______________________________ by:_______________________________
name: name:
title: title:

Exhibit B

CERTIFICATE

TO: Canadian Imperial Bank of Commerce, as Administrative Agent

I, o, in my capacity as Chief Financial Officer of the Cdn. Borrower,
certify on behalf of the Cdn. Borrower, and without personal liability, as
follows:

1. Capitalized terms used but not otherwise defined in this Certificate have
the respective meanings given to such terms in the Proceeds Agreement.

2. This Certificate is furnished to you pursuant to subsection 2.01(c) of
the Proceeds Agreement in connection with a request and direction (the
"REQUEST AND DIRECTION") delivered today to the Administrative Agent by
the Cdn. Borrower and the U.S. Borrower (collectively the "BORROWERS")
requesting the release and delivery of $o (the "REQUESTED AMOUNT") to the
Borrowers.

3. I have made, or caused to be made, such examinations or investigations as
are, in my opinion, necessary to make the statements of fact contained in
this Certificate and I have furnished this Certificate with the intent
that it may be relied on by the Administrative Agent as a basis for
releasing the Requested Amount in accordance with the Request and
Direction.

4. As of date of this Certificate and to the best of my knowledge, the
Philip Entities are in full compliance with the provisions of the Proceeds
Agreement.

5. As of the date of this Certificate and to the best of my knowledge, no
Release Termination Event has occurred.

6. Upon the release of funds by the Administrative Agent as directed in the
Request and Direction, the conditions precedent set out in Section 2.01 of
the Proceeds Agreement will be satisfied.

7. The Philip Entities require the Requested Amount in order to maintain
operations as reflected in the Budget and such funds are not readily
available elsewhere.

8. The Requested Amount is less than or equal to the amount of funds in the
Proceeds Account available to be released by the Administrative Agent to
the Borrowers as of the

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date of this Certificate (the "Available Amount"), such Available Amount
being calculated as follows:

Utilization of Asset Sale Proceeds set out in the Budget for all prior calendar
months $-
Utilization of Asset Sale Proceeds set out in the Budget for current calendar month $-
Plus
SUBTOTAL $10,000,000
-----------
Less aggregate funds previously released from Proceeds Account $-
TOTAL $-
-----------
The lesser of (i) funds currently held in Proceeds Account $-
and (ii) Total $-
equals (iii) AVAILABLE AMOUNT $-

Dated as of ---- day of ----, 1999
---- , in my capacity as Chief Financial Officer of Philip Services Corp.

_______________________________