Laidlaw Transportation, Inc. and Subsidiaries - Page 18

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                         a new note.  It may not be available under                   
                         Dutch law in which case we shall amend to                    
                         suit your requirements.                                      
                    I shall be bringing new loan agreements with me                   
               prepared on the Grid Note Basis.                                       
               2.   Laidlaw Investments Limited ("LIL"), LIIBV's                      
               parent, will sell a promissory note of U.S.                            
               $124,812,613 payable by Laidlaw Waste Systems Inc. at                  
               ABN prime plus 2 percent to LIIBV in exchange for a                    
               combination of capital of LIIBV and an interest free                   
               loan.  The amount of capital that will be attributed to                
               one share has to be determined by you and Ron Unger                    
               prior to Monday.  This promissory note is dated October                
               14 and LIIBV will have to direct the borrower to pay                   
               the interest accrued from October 14 to October 19 to                  
                    Ron Unger may need to advise the Dutch tax                        
               authorities of these transactions in advance.  Please                  
               confer with him.                                                       
               LIIBV carried out the instructions in Haworth's letter at              
          its board meeting on October 20, 1986.                                      
               From February 4, 1986, to April 12, 1988, LIIBV's managing             
          directors met 12 times.  DeGroote was present at four of the                
          meetings and voted by proxy at eight.  Haworth was present at               
          three of those meetings and Cairns was present at two.                      
               LIL owned 100 percent of LIIBV.  LIL's proxies at                      
          shareholder meetings for LIIBV included specific instructions               
          about future transactions.                                                  
               Cairns and Haworth signed all of the loan agreements,                  
          promissory notes, and assignments of transactions between LIIBV             
          and petitioners on behalf of petitioners.  LTL significantly                
          influenced LIIBV's lending decisions and operations.                        

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