Common use of Total Debt to EBITDA Clause in Contracts

Total Debt to EBITDA. EBIT (from §9.1 item (c) above) $ (i) Plus: Depreciation expense $ (ii) Amortization expense $ (iii) EBITDA (sum of (i) through (iii)) $ (iv) The sum of the following (calculated on a consolidated basis for Waste Management Inc. and its Subsidiaries): Indebtedness for borrowed money $ (v) Obligations for deferred purchase price of property or services (other than trade payables) $ (vi) Obligations evidenced by debt instruments $ (vii) Obligations under conditional sales $ (viii) Obligations, liabilities and indebtedness under Capitalized Leases $ (ix) Obligations, liabilities and indebtedness under bonding arrangements $ (x) (to the extent that a surety has been called upon to make payment on a bond) Guaranties of the Indebtedness of others $ (xi) Indebtedness secured by liens or encumbrances on property $ (xii) Reimbursement obligations with respect to letters of credit $ (xiii) Total Debt (sum of v — xiv) $ (xiv) Ratio of (xv) to (iv) ___ : ___ Maximum ratio: 3.50:1.00 DATED ___________________________________________. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: The undersigned refer to the credit agreement dated as of 30 November 2005 between Waste Management of Canada Corporation, as Borrower, Waste Management, Inc. and Waste Management Holdings, Inc., as Guarantors, The Bank of Nova Scotia, as Administrative Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the “Credit Agreement”). All terms used in this Assignment Agreement that are defined in the Credit Agreement will have the meanings defined in the Credit Agreement. For value received, the “Assignor” and the “Assignee” named below hereby agree as follows: 1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the Proportionate Share specified on Appendix 1 in and to the Assignor’s rights and obligations under the Credit Agreement, the Security and all other Credit Documents. 2. The Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, that such interest is free and clear of any lien or security interest and that it is entitled to enter into this Assignment Agreement, (b) makes no representation or warranty, other than as provided in this Assignment Agreement and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Credit Document, and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of the obligations under the Credit Agreement or any other Credit Document. 3. The Assignee, for the benefit of the Borrower, the Guarantors, the other Obligors, the Agent and all Lenders from time to time, including the Assignor, (a) acknowledges receipt of any upfront fee payable by the Assignor, (b) confirms that it has received a copy of the Credit Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (c) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (d) appoints and authorizes the Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto, (e) ratifies and adopts the powers of attorney and related powers given to the Agent and the Collateral Agent under the Credit Agreement, (f) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender, (g) agrees to be bound by the terms of all Intercreditor Agreements, and (h) specifies as its address for notice and payments its office at the address set forth on Appendix 1 hereto. 4. Following the execution of this Assignment Agreement, it shall immediately be delivered to the Agent, together with the processing and recording fee specified in Section 10.2 of the Credit Agreement if applicable, for approval and recording by the Agent, the Issuing Lender and the Borrower, if applicable. The Assignee’s agreement to become a Lender, as constituted by this Assignment Agreement, is irrevocable, unless the Assignee is not approved by the Agent, the Issuing Lender or the Borrower, if applicable. The Assignee shall become a Lender, and shall be bound by the obligations and entitled to the benefits in the Credit Agreement, immediately upon this Assignment Agreement being approved and recorded by the Agent, the Issuing Lender and the Borrower, if applicable (the “Effective Date”). On the Effective Date, the Assignee (a) shall pay the Assignor an amount equal to the Assignee’s Proportionate Share of Prime Rate Advances made by the Assignor as of the Effective Date, and (b) shall become entitled to receive standby fees in accordance with the Credit Agreement in respect of its Proportionate Share of the aggregate amount of the Credit that has not been advanced by the Lenders. 5. If Advances made by the Assignee to the Borrower are for any reason less than the Assignee’s Proportionate Share of the aggregate Advances made by all Lenders under the Credit Agreement, the Assignee shall, on demand, indemnify the Assignor in respect of the principal amount of the corresponding Advances made by the Assignor in excess of the Assignor’s Proportionate Share. The Advances by the Assignor in respect of which the Assignee is bound to indemnify the Assignor are set out on Appendix 2 to this Assignment Agreement. The Assignor shall pay the Assignee indemnity fees during the period in which the Assignee is obliged to indemnify the Assignor. The fee shall be in the amount specified on Appendix 2 and shall be payable on the Effective Date in respect of Advances by way of Banker’s Acceptances. 6. This Assignment Agreement shall be governed by, and construed in accordance with the laws of the Province of Ontario, Canada. 7. This Assignment 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 taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment Agreement.

Appears in 1 contract

Sources: Credit Agreement (Waste Management Inc)

Total Debt to EBITDA. EBIT (from §9.1 6.1(a) item (c) above) $ (i) Plus: Depreciation expense $ (ii) Amortization expense $ (iii) EBITDA (sum of (i) through (iii)) $ (iv) The sum of the following (calculated on a consolidated basis for Waste Management Inc. and its Subsidiaries): Indebtedness for borrowed money $ (v) Obligations for deferred purchase price of property or services (other than trade payables) $ (vi) Obligations evidenced by debt instruments $ (vii) Obligations under conditional sales $ (viii) Obligations, liabilities and indebtedness under Capitalized Leases $ (ix) Obligations, liabilities and indebtedness under bonding arrangements $ (x) (to the extent that a surety has been called upon to make payment on a bond) Guaranties Guarantees of the Indebtedness Debt of others $ (xi) Indebtedness Debt secured by liens or encumbrances on property $ (xii) Reimbursement obligations with respect to letters of credit $ (xiii) Total Debt (sum of v - xiv) $ (xiv) Ratio of (xv) to (iv) ___ : ___ Maximum ratio: 3.50:1.00 DATED ___________________________________________. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: The undersigned By: Name: Title: By: Name: Title: We refer to Section [6.3(1)(c)] of the credit agreement dated as of 30 7 November 2005 2012 between Waste Management of Canada CorporationCorporation and WM Québec Inc., as BorrowerBorrowers, Waste Management, Inc. and Waste Management Holdings, Inc.others, as Guarantors, The Bank of Nova Scotia, as Administrative Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the “Credit Agreement”). All terms used in this Assignment Agreement certificate that are defined in the Credit Agreement will have the meanings defined in the Credit Agreement. For value received, the “Assignor” and the “Assignee” named below hereby agree as follows: 1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the Proportionate Share specified on Appendix 1 in and to the Assignor’s rights and obligations under the Credit Agreement, the Security and all other Credit Documents. 2. The Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, that such interest is free and clear of any lien or security interest and that it is entitled to enter into this Assignment Agreement, (b) makes no representation or warranty, other than as provided in this Assignment Agreement and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Credit Document, and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of the obligations under the Credit Agreement or any other Credit Document. 3. The Assignee, for the benefit of the Borrower, the Guarantors, the other Obligors, the Agent and all Lenders from time to time, including the Assignor, (a) acknowledges receipt of any upfront fee payable by the Assignor, (b) confirms that it has received a copy of the Credit Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (c) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (d) appoints and authorizes the Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto, (e) ratifies and adopts the powers of attorney and related powers given to the Agent and the Collateral Agent under the Credit Agreement, (f) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender, (g) agrees to be bound by the terms of all Intercreditor Agreements, and (h) specifies as its address for notice and payments its office at the address set forth on Appendix 1 hereto. 4. Following the execution of this Assignment Agreement, it shall immediately be delivered to the Agent, together with the processing and recording fee specified in Section 10.2 of the Credit Agreement if applicable, for approval and recording by the Agent, the Issuing Lender and the Borrower, if applicable. The Assignee’s agreement to become a Lender, as constituted by this Assignment Agreement, is irrevocable, unless the Assignee is not approved by the Agent, the Issuing Lender or the Borrower, if applicable. The Assignee shall become a Lender, and shall be bound by the obligations and entitled to the benefits in the Credit Agreement, immediately upon this Assignment Agreement being approved and recorded by the Agent, the Issuing Lender and the Borrower, if applicable (the “Effective Date”). On the Effective Date, the Assignee (a) shall pay the Assignor an amount equal to the Assignee’s Proportionate Share of Prime Rate Advances made by the Assignor as of the Effective Date, and (b) shall become entitled to receive standby fees in accordance with the Credit Agreement in respect of its Proportionate Share of the aggregate amount of the Credit that has not been advanced by the Lenders. 5. If Advances made by the Assignee to the Borrower are for any reason less than the Assignee’s Proportionate Share of the aggregate Advances made by all Lenders under the Credit Agreement, the Assignee shall, on demand, indemnify the Assignor in respect of the principal amount of the corresponding Advances made by the Assignor in excess of the Assignor’s Proportionate Share. The Advances by the Assignor in respect of which the Assignee is bound to indemnify the Assignor are set out on Appendix 2 to this Assignment Agreement. The Assignor shall pay the Assignee indemnity fees during the period in which the Assignee is obliged to indemnify the Assignor. The fee shall be in the amount specified on Appendix 2 and shall be payable on the Effective Date in respect of Advances by way of Banker’s Acceptances. 6. This Assignment Agreement shall be governed by, and construed in accordance with the laws of the Province of Ontario, Canada. 7. This Assignment 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 taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment Agreement.

Appears in 1 contract

Sources: Credit Agreement (Waste Management Inc)

Total Debt to EBITDA. EBIT (from §9.1 6.1(a) item (c) above) $ (i) Plus: Depreciation expense $ (ii) Amortization expense $ (iii) EBITDA (sum of (i) through (iii)) $ (iv) The sum of the following (calculated on a consolidated basis for Waste Management Inc. and its Subsidiaries): Indebtedness for borrowed money $ (v) Obligations for deferred purchase price of property or services (other than trade payables) $ (vi) Obligations evidenced by debt instruments $ (vii) Obligations under conditional sales $ (viii) Obligations, liabilities and indebtedness under Capitalized Leases $ (ix) Obligations, liabilities and indebtedness under bonding arrangements $ (x) (to the extent that a surety has been called upon to make payment on a bond) Guaranties Guarantees of the Indebtedness Debt of others $ (xi) Indebtedness Debt secured by liens or encumbrances on property $ (xii) Reimbursement obligations with respect to letters of credit $ (xiii) Total Debt (sum of v - xiv) $ (xiv) Ratio of (xv) to (iv) ___ : ___ Maximum ratio: 3.50:1.00 DATED ___________________________________________. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: The undersigned By: Name: Title: By: Name: Title: We refer to Section [6.3(1)(c)] of the credit agreement dated as of 30 November 2005 March 24, 2016 between Waste Management of Canada CorporationCorporation and WM Québec Inc., as BorrowerBorrowers, Waste Management, Inc. and Waste Management Holdings, Inc.others, as Guarantors, The Bank of Nova Scotia, as Administrative Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the “Credit Agreement”). All terms used in this Assignment Agreement certificate that are defined in the Credit Agreement will have the meanings defined in the Credit Agreement. For value received, the “Assignor” and the “Assignee” named below hereby agree as follows: 1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the Proportionate Share specified on Appendix 1 in and to the Assignor’s rights and obligations under the Credit Agreement, the Security and all other Credit Documents. 2. The Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, that such interest is free and clear of any lien or security interest and that it is entitled to enter into this Assignment Agreement, (b) makes no representation or warranty, other than as provided in this Assignment Agreement and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Credit Document, and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of the obligations under the Credit Agreement or any other Credit Document. 3. The Assignee, for the benefit of the Borrower, the Guarantors, the other Obligors, the Agent and all Lenders from time to time, including the Assignor, (a) acknowledges receipt of any upfront fee payable by the Assignor, (b) confirms that it has received a copy of the Credit Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (c) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (d) appoints and authorizes the Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto, (e) ratifies and adopts the powers of attorney and related powers given to the Agent and the Collateral Agent under the Credit Agreement, (f) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender, (g) agrees to be bound by the terms of all Intercreditor Agreements, and (h) specifies as its address for notice and payments its office at the address set forth on Appendix 1 hereto. 4. Following the execution of this Assignment Agreement, it shall immediately be delivered to the Agent, together with the processing and recording fee specified in Section [10.2 (1)(s)] of the Credit Agreement if applicable, for approval and recording by the Agent, the Issuing Lender and the Borrower, if applicable. The Assignee’s agreement to become a Lender, as constituted by this Assignment Agreement, is irrevocable, unless the Assignee is not approved by the Agent, the Issuing Lender or the Borrower, if applicable. The Assignee shall become a Lender, and shall be bound by the obligations and entitled to the benefits in the Credit Agreement, immediately upon this Assignment Agreement being approved and recorded by the Agent, the Issuing Lender and the Borrower, if applicable (the “Effective Date”). On the Effective Date, the Assignee (a) shall pay the Assignor an amount equal to the Assignee’s Proportionate Share of Prime Rate Advances made by the Assignor as of the Effective Date, and (b) shall become entitled to receive standby fees in accordance with the Credit Agreement in respect of its Proportionate Share of the aggregate amount of the Credit that has not been advanced by the Lenders. 5. If Advances made by the Assignee to the Borrower are for any reason less than the Assignee’s Proportionate Share of the aggregate Advances made by all Lenders under the Credit Agreement, the Assignee shall, on demand, indemnify the Assignor in respect of the principal amount of the corresponding Advances made by the Assignor in excess of the Assignor’s Proportionate Share. The Advances by the Assignor in respect of which the Assignee is bound to indemnify the Assignor are set out on Appendix 2 to this Assignment Agreement. The Assignor shall pay the Assignee indemnity fees during the period in which the Assignee is obliged to indemnify the Assignor. The fee shall be in the amount specified on Appendix 2 and shall be payable on the Effective Date in respect of Advances by way of Banker’s AcceptancesB/As. 6. This Assignment Agreement shall be governed by, and construed in accordance with the laws of the Province of Ontario, Canada. 7. This Assignment 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 taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment Agreement.

Appears in 1 contract

Sources: Credit Agreement (Waste Management Inc)

Total Debt to EBITDA. EBIT (from §9.1 item (c) above) $ (i) Plus: Depreciation expense $ (ii) Amortization expense $ (iii) EBITDA (sum of (i) through (iii)) $ (iv) The sum of the following (calculated on a consolidated basis for Waste Management Inc. the Borrower and its Subsidiaries): Indebtedness for borrowed money $ (v) Obligations for deferred purchase price of property or services (other than trade payables) $ (vi) Obligations evidenced by debt instruments $ (vii) Obligations under conditional sales $ (viii) Obligations, liabilities and indebtedness under Capitalized Leases $ (ix) Obligations, liabilities and indebtedness under bonding arrangements $ (x) (to the extent that a surety has been called upon to make payment on a bond) Guaranties of the Indebtedness of others $ (xi) Indebtedness secured by liens or encumbrances on property $ (xii) Reimbursement obligations with respect to letters of credit $ (xiii) Total Debt (sum of v xiv) $ (xiv) Ratio of (xv) to (iv) ___ : ___ Maximum ratio: 3.50:1.00 DATED ___________________________________________. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: The undersigned refer Dated as of , Reference is made to the credit agreement REVOLVING CREDIT AGREEMENT dated as of 30 November 2005 between Waste Management of Canada CorporationOctober 15, 2004 (as Borrower, Waste Management, Inc. amended and Waste Management Holdings, Inc., as Guarantors, The Bank of Nova Scotia, as Administrative Agent and the Lenders named therein, as amended, supplemented, restated or replaced in effect from time to time (time, the “Credit Agreement”), by and among WASTE MANAGEMENT, INC., a Delaware corporation (the “Borrower”), WASTE MANAGEMENT HOLDINGS, INC., a wholly-owned Subsidiary of the Borrower (the “Guarantor”), certain Banks, and CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”). All Capitalized terms used in this Assignment Agreement that are herein and not otherwise defined in the Credit Agreement will shall have the meanings defined assigned to such terms in the Credit Agreement. For value received, [ ] (the “Assignor”) and [ ] (the “Assignee” named below ”) hereby agree as follows: 1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the Proportionate Share specified on Appendix 1 in and to the Assignor’s rights and obligations under the Credit Agreement, the Security and all other Credit Documents. 2. The Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, that such interest is free and clear of any lien or security interest and that it is entitled to enter into this Assignment Agreement, (b) makes no representation or warranty, other than as provided in this Assignment Agreement and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Credit Document, and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of the obligations under the Credit Agreement or any other Credit Document. 3. The Assignee, for the benefit of the Borrower, the Guarantors, the other Obligors, the Agent and all Lenders from time to time, including the Assignor, (a) acknowledges receipt of any upfront fee payable by the Assignor, (b) confirms that it has received a copy of the Credit Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (c) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (d) appoints and authorizes the Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto, (e) ratifies and adopts the powers of attorney and related powers given to the Agent and the Collateral Agent under the Credit Agreement, (f) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender, (g) agrees to be bound by the terms of all Intercreditor Agreements, and (h) specifies as its address for notice and payments its office at the address set forth on Appendix 1 hereto. 4. Following the execution of this Assignment Agreement, it shall immediately be delivered to the Agent, together with the processing and recording fee specified in Section 10.2 of the Credit Agreement if applicable, for approval and recording by the Agent, the Issuing Lender and the Borrower, if applicable. The Assignee’s agreement to become a Lender, as constituted by this Assignment Agreement, is irrevocable, unless the Assignee is not approved by the Agent, the Issuing Lender or the Borrower, if applicable. The Assignee shall become a Lender, and shall be bound by the obligations and entitled to the benefits in the Credit Agreement, immediately upon this Assignment Agreement being approved and recorded by the Agent, the Issuing Lender and the Borrower, if applicable (the “Effective Date”). On the Effective Date, the Assignee (a) shall pay the Assignor an amount equal to the Assignee’s Proportionate Share of Prime Rate Advances made by the Assignor as of the Effective Date, and (b) shall become entitled to receive standby fees in accordance with the Credit Agreement in respect of its Proportionate Share of the aggregate amount of the Credit that has not been advanced by the Lenders. 5. If Advances made by the Assignee to the Borrower are for any reason less than the Assignee’s Proportionate Share of the aggregate Advances made by all Lenders under the Credit Agreement, the Assignee shall, on demand, indemnify the Assignor in respect of the principal amount of the corresponding Advances made by the Assignor in excess of the Assignor’s Proportionate Share. The Advances by the Assignor in respect of which the Assignee is bound to indemnify the Assignor are set out on Appendix 2 to this Assignment Agreement. The Assignor shall pay the Assignee indemnity fees during the period in which the Assignee is obliged to indemnify the Assignor. The fee shall be in the amount specified on Appendix 2 and shall be payable on the Effective Date in respect of Advances by way of Banker’s Acceptances. 6. This Assignment Agreement shall be governed by, and construed in accordance with the laws of the Province of Ontario, Canada. 7. This Assignment 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 taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment Agreement.

Appears in 1 contract

Sources: Revolving Credit Agreement (Waste Management Inc)