Common use of Consent to Representation Clause in Contracts

Consent to Representation. The Company and the Underwriters acknowledge that Vinson & Elkins L.L.P., which is acting as counsel to the Underwriters i▇ ▇▇▇▇ect▇▇▇ ▇▇th the offer and sale of the Securities, also acts as counsel from time to time to the Company and certain of its affiliates in connection with unrelated matters. The Company and the Underwriters consent to Vinson & Elkins L.L.P. so acting as counsel to the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By /s/ WILLIAM L. TRUBECK ------------------------------- Name: William L. Trubeck Titl▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ President and Chief Financial Officer THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED AS OF THE DATE SPECIFIED IN SCHEDULE I HERETO. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. SALOMON SMITH BARNEY INC. BY: BANC OF ▇▇▇▇▇▇▇ ▇▇CURITIES LLC By /▇/ ▇▇L▇ ▇▇▇▇G --------------------------------------------------- Na▇▇: ▇▇▇▇ Chang Title: Principal BY: J.P. MORGAN SECURITIES INC. ▇▇ /s/ MARIA SRAMEK --------------------------------------------------- ▇▇▇▇: ▇▇▇▇▇ Sramek Title: Vice President BY: SALOMON SMITH BARNEY ▇▇▇. ▇▇ /s/ JOHN SHAFER III --------------------------------------------------- ▇▇▇▇: ▇ohn Shafer III Title: Vice President For themselves and the other ▇▇▇▇▇▇▇ ▇▇derwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated: November 15, 2001 Registration Statement No.: 333-80063 Representative(s): Banc of America Securities LLC J.P. Morgan Securities Inc. Salomon Smith Bar▇▇▇ ▇▇▇. ▇itle, Purchase Price and Description of Secu▇▇▇▇▇▇: ▇▇tle: 6 1/2% Senior Notes Due 2008 Principal amount: $400,000,000 Purchase price (include accrued interest or amortization, if any, from November 20, 2001): 98.984% Sinking fund provisions: None Redemption provisions: Make Whole Call + 25bp Other provisions: As provided in the Indenture Closing Date, Time and Location: November 20, 2001 at 8:30 a.m. CST at the offices of Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texa▇ ▇▇▇0▇ ▇▇pe of Offering: Non-delay▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇(▇) ▇▇▇▇▇ which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): December 15, 2001 Modification of items to be covered by the letter from Arthur Andersen LLP delivered pursuant to Section 6(f) at the Executio▇ ▇▇▇▇: ▇▇▇▇ SCHEDULE II

Consent to Representation. The Company and the Underwriters acknowledge that Vinson V▇▇▇▇▇ & Elkins E▇▇▇▇▇ L.L.P., which is acting as counsel to the Underwriters i▇ ▇▇▇▇ect▇▇▇ ▇▇th in connection with the offer and sale of the Securities, also acts as counsel from time to time to the Company and certain of its affiliates in connection with unrelated matters. The Company and the Underwriters consent to Vinson V▇▇▇▇▇ & Elkins E▇▇▇▇▇ L.L.P. so acting as counsel to the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Company, Holdings and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By /s/ WILLIAM L. TRUBECK ------------------------------- C▇▇▇▇▇ ▇. ▇▇▇▇ Name: William L. Trubeck TitlC▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President & Treasurer WASTE MANAGEMENT HOLDINGS, INC. By /s/ A▇▇▇▇▇ ▇. ▇▇▇▇ Name: A▇▇▇▇▇ ▇. ▇▇▇▇ Title: Assistant Secretary BANC OF AMERICA SECURITIES LLC J.▇. ▇▇▇▇▇▇ SECURITIES INC. GREENWICH CAPITAL MARKETS, INC. BY: BANC OF AMERICA SECURITIES LLC By /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President BY: J.▇. ▇▇▇▇▇▇ SECURITIES INC. By /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ President and Chief Financial Officer THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED AS OF THE DATE SPECIFIED IN SCHEDULE I HERETO. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. SALOMON SMITH BARNEY INC. BY: BANC OF ▇▇▇▇▇▇▇▇▇ ▇▇CURITIES LLC By /▇/ ▇▇L▇ ▇▇▇▇G --------------------------------------------------- Na▇▇: ▇▇▇▇ Chang Title: Principal BY: J.P. MORGAN SECURITIES INC. ▇▇ /s/ MARIA SRAMEK --------------------------------------------------- ▇▇▇▇: ▇▇▇▇▇ Sramek Title: Vice President BY: SALOMON SMITH BARNEY ▇▇▇GREENWICH CAPITAL MARKETS, INC. ▇▇ By /s/ JOHN SHAFER III --------------------------------------------------- T▇▇▇▇: ▇ohn Shafer III Title: Vice President For themselves and the other ▇ ▇▇▇▇▇▇▇ Name: T▇▇derwriters▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement datedIssuer: November Waste Management, Inc. Guarantor: Waste Management Holdings, Inc. Size: $600,000,000 Maturity: March 15, 2001 Registration Statement No.2018 Coupon: 333-80063 Representative(s): Banc 6.10% Price: 99.598% of America Securities LLC J.P. Morgan Securities Inc. Salomon Smith Bar▇▇▇ ▇▇▇. ▇itle, Purchase face amount Yield to maturity: 6.154% Spread to Benchmark Treasury: 2.60% Benchmark Treasury: 3.50% 2/15/2018 Benchmark Treasury Price and Description Yield: 99-17+ 3.554% Interest Payment Dates: Semi-annually on March 15th and September 15th, commencing September 15, 2008 Redemption Provisions: Optional Redemption: At any time for an amount equal to the greater of Secu▇▇▇▇▇▇: ▇▇tle: 6 1/2(1) 100% Senior Notes Due 2008 Principal amount: $400,000,000 Purchase price of the principal amount of the notes redeemed and repaid, or (include accrued 2) the sum of the present values of the remaining scheduled payments of principal and interest or amortization, if any, from November 20, 2001): 98.984% Sinking fund provisions: None Redemption provisions: Make Whole Call + 25bp Other provisions: As provided in on the Indenture Closing Date, Time and Location: November 20, 2001 at 8:30 a.m. CST notes discounted to the redemption date at the offices of Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texa▇ ▇▇▇0▇ ▇▇pe of Offering: Non-delay▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇(▇) ▇▇▇▇▇ which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): December 15, 2001 Modification of items to be covered by the letter from Arthur Andersen LLP delivered pursuant to Section 6(f) at the Executio▇ ▇▇▇▇: ▇▇▇▇ SCHEDULE IIapplicable Treasury Yield plus 40 basis points.

Consent to Representation. The Company and the Underwriters acknowledge that Vinson ▇▇▇▇▇▇ & Elkins ▇▇▇▇▇▇ L.L.P., which is acting as counsel to the Underwriters i▇ ▇▇▇▇ect▇▇▇ ▇▇th in connection with the offer and sale of the Securities, also acts as counsel from time to time to the Company and certain of its affiliates in connection with unrelated matters. The Company and the Underwriters consent to Vinson ▇▇▇▇▇▇ & Elkins ▇▇▇▇▇▇ L.L.P. so acting as counsel to the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Company, Holdings and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By /s/ WILLIAM L. TRUBECK ------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: William L. Trubeck Titl▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President-Finance & Treasurer WASTE MANAGEMENT HOLDINGS, INC. By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Assistant Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first set forth above. BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. GREENWICH CAPITAL MARKETS, INC. BY: BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ President and Chief Financial Officer THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED AS OF THE DATE SPECIFIED IN SCHEDULE I HERETO. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. SALOMON SMITH BARNEY INC. BYName: BANC OF ▇▇▇▇▇▇▇ ▇▇CURITIES LLC By /▇/ ▇▇L▇▇▇ Title: Director BY: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Signature Illegible Name: Signature Illegible Title: Director BY: DEUTSCHE BANK SECURITIES INC. By: /s/ Signature Illegible Name: Signature Illegible Title: Director By: /s/ F. ▇▇▇▇▇ ▇▇▇▇G --------------------------------------------------- Na▇▇: ▇▇▇▇ Chang TitleName: Principal BY: J.P. MORGAN SECURITIES INC. ▇▇ /s/ MARIA SRAMEK --------------------------------------------------- ▇▇▇▇: F. ▇▇▇▇▇ Sramek Title: Vice President BY: SALOMON SMITH BARNEY ▇▇▇. ▇▇ /s/ JOHN SHAFER III --------------------------------------------------- ▇▇▇▇: ▇ohn Shafer III ▇▇ Title: Vice President For themselves and the other ▇Managing Director/Debt Capital Markets BY: GREENWICH CAPITAL MARKETS, INC. By: /s/. ▇▇▇▇▇▇ ▇▇derwriters▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement datedIssuer: November 15Waste Management, 2001 Registration Statement No.Inc. Guarantor: 333-80063 Representative(s): Banc Waste Management Holdings, Inc. Size: $800,000,000 (including $350,000,000 aggregate principal amount of America Securities LLC J.P. Morgan Securities Inc. Salomon Smith Bar▇▇▇ ▇▇▇. ▇itle, Purchase Price and Description of Secu▇▇▇▇▇▇: ▇▇tle: 6 1/2the 6.375% Senior Notes Due 2008 Principal amountdue 2015 (“2015 Notes”) and $450,000,000 aggregate principal amount of the 7.375% Senior Notes due 2019 (“2019 Notes”)) Maturity: $400,000,000 Purchase price 2015 Notes — March 11, 2015 2019 Notes — March 11, 2019 Coupon: 2015 Notes — 6.375% 2019 Notes — 7.375% Price to Public: 2015 Notes — 99.650% of face amount 2019 Notes — 99.882% of face amount Underwriting Discount: 2015 Notes — 0.60% of face amount 2019 Notes — 0.65% of face amount Yield to maturity: 2015 Notes — 6.445% 2019 Notes — 7.391% Spread to Benchmark Treasury: 2015 Notes — 4.625% 2019 Notes — 4.625% Benchmark Treasury: 2015 Notes — 1.75% 1/31/14 2019 Notes — 2.75% 2/15/19 Benchmark Treasury Price and Yield: 2015 Notes — 99-21+ 1.820% 2019 Notes — 99-27+ 2.766% Interest Payment Dates: Semi-annually on March 11 and September 11, commencing September 11, 2009 Redemption Provisions: Optional Redemption: At any time for an amount equal to the greater of (include accrued 1) 100% of the principal amount of the notes redeemed and repaid, or (2) the sum of the present values of the remaining scheduled payments of principal and interest or amortization, if any, from November 20, 2001): 98.984% Sinking fund provisions: None Redemption provisions: Make Whole Call + 25bp Other provisions: As provided in on such notes discounted to the Indenture Closing Date, Time and Location: November 20, 2001 at 8:30 a.m. CST redemption date at the offices of Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texa▇ ▇▇▇0▇ ▇▇pe of Offering: Non-delay▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇(▇) ▇▇▇▇▇ which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): December 15, 2001 Modification of items to be covered by the letter from Arthur Andersen LLP delivered pursuant to Section 6(f) at the Executio▇ ▇▇▇▇: ▇▇▇▇ SCHEDULE IIapplicable Treasury Yield plus 50 basis points.

Consent to Representation. The Company and the Underwriters acknowledge that Vinson ▇▇▇▇▇▇ & Elkins ▇▇▇▇▇▇ L.L.P., which is acting as counsel to the Underwriters i▇ ▇▇▇▇ect▇▇▇ ▇▇th in connection with the offer and sale of the Securities, also acts as counsel from time to time to the Company and certain of its affiliates in connection with unrelated matters. The Company and the Underwriters consent to Vinson ▇▇▇▇▇▇ & Elkins ▇▇▇▇▇▇ L.L.P. so acting as counsel to the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Company, Holdings and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By By: /s/ WILLIAM L. TRUBECK ------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: William L. Trubeck Titl▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President-Finance & Treasurer WASTE MANAGEMENT HOLDINGS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Assistant Secretary ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. ▇▇▇▇▇ FARGO SECURITIES, LLC BNP PARIBAS SECURITIES CORP. SCOTIA CAPITAL (USA) INC. BY: ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President and Chief Financial Officer THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED AS OF THE DATE SPECIFIED IN SCHEDULE I HERETOBY: ▇▇▇▇▇ FARGO SECURITIES, LLC By: Name: /s/ ▇▇▇▇▇▇▇ ▇. BANC OF AMERICA ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President BY: BNP PARIBAS SECURITIES LLC J.P. MORGAN SECURITIES CORP. By: Name: /s/ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Managing Director BY: SCOTIA CAPITAL (USA) INC. SALOMON SMITH BARNEY INC. BYBy: BANC OF Name: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇CURITIES LLC By /▇/ ▇▇L▇ ▇▇▇▇G --------------------------------------------------- Na▇▇: ▇▇▇▇ Chang Title: Principal BY: J.P. MORGAN SECURITIES INC. ▇▇ /s/ MARIA SRAMEK --------------------------------------------------- ▇▇▇▇: ▇▇▇▇▇ Sramek Title: Vice President BY: SALOMON SMITH BARNEY ▇▇▇. ▇▇ /s/ JOHN SHAFER III --------------------------------------------------- ▇▇▇▇: ▇ohn Shafer III Title: Vice President For themselves and the other ▇▇▇▇▇▇▇ ▇▇derwritersTitle: Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement datedIssuer: Waste Management, Inc. Guarantor: Waste Management Holdings, Inc. Size: $600,000,000 Maturity: November 1530, 2001 Registration Statement No.2039 Coupon: 333-80063 Representative(s): Banc 6.125 % Price to Public: 99.466 % of America Securities LLC J.P. Morgan Securities Inc. Salomon Smith Bar▇▇▇ ▇▇▇. ▇itle, Purchase face amount Underwriting Discount: 0.875 % Yield to maturity: 6.164 % Spread to Benchmark Treasury: 1.750 % Benchmark Treasury: 4.250 % due 05/15/2039 Benchmark Treasury Price and Description of Secu▇▇▇▇▇▇Yield: ▇▇tle97-10 + 4.414% Interest Payment Dates: 6 1/2% Senior Notes Due 2008 Principal amount: $400,000,000 Purchase price (include accrued interest or amortizationSemi-annually on November 30 and May 30, if anycommencing May 30, from November 20, 2001): 98.984% Sinking fund provisions: None 2010. Redemption provisions: Make Whole Call + 25bp Other provisions: As provided in the Indenture Closing Date, Time and Location: November 20, 2001 at 8:30 a.m. CST at the offices of Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texa▇ ▇▇▇0▇ ▇▇pe of Offering: Non-delay▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇(▇) ▇▇▇▇▇ which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): December 15, 2001 Modification of items to be covered by the letter from Arthur Andersen LLP delivered pursuant to Section 6(f) at the Executio▇ ▇▇▇▇: ▇▇▇▇ SCHEDULE IIProvisions: