AND SHALL, PURSUANT TO NEW YORK GENERAL
OBLIGATIONS LAW §5-1401, BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
8. Counterparts. This Assignment and Acceptance may be executed in any
number of counterparts which shall together constitute but one and the same
agreement.
IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned
has caused this Assignment and Acceptance to be executed on its behalf by its
officer thereunto duly authorized, as of the date first above written.
[ASSIGNOR]
By:
Name:
Title:
[ASSIGNEE]
By:
Name:
Title:
CONSENTED TO:
CITIBANK, N.A.,
as Administrative Agent
By:
Name:
Title:
WASTE MANAGEMENT, INC.
By:
Name:
Title:
- 3 -
Waste Management Holdings, Inc. executes this Assignment and Acceptance solely
for purposes of ratifying their guaranty under §28 of the Credit Agreement.
WASTE MANAGEMENT HOLDINGS, INC.
By:
Name:
Title:
- 4 -
EXHIBIT E
FORM OF COMPETITIVE BID QUOTE REQUEST
WASTE MANAGEMENT, INC.
Revolving Credit Agreement
(the "Credit Agreement") dated as of October 15, 2004
Competitive Bid Quote Request under Section 4.3
Total Commitment
Competitive Bid Loans Outstanding
Competitive Bid Loans Requested
Maximum Drawing Amount of outstanding Letters of Credit
Syndicated Loans (including Swing Line Loans) outstanding
Total of all Outstanding and Requested Competitive Bid Loans (must not exceed
the lesser of the Total Commitment minus Total of all Syndicated Loans
outstanding (including Swing Line Loans) and Maximum Drawing Amount of
outstanding Letters of Credit)
Type of Competitive Bid Loans Requested
Eurodollar/Absolute
Requested Drawdown Date
Principal Amount of
Requested Competitive Bid Loan Requested
Interest Period(s)
I certify that the above is true and correct, and that all of the conditions set
forth in §11 of the Credit Agreement have been satisfied as of the date hereof.
WASTE MANAGEMENT, INC.
By:
Name:
Title:
Date
EXHIBIT F
WASTE MANAGEMENT, INC.
(the "Borrower")
Revolving Credit Agreement
(the "Credit Agreement) dated as of October 15, 2004
FORM OF INVITATION FOR COMPETITIVE BID QUOTES
ATTN:
REF:
RE:
INVITATION FOR COMPETITIVE BID QUOTES
AGT DTD
/
/
CITIBANK, N.A., AS ADMINISTRATIVE AGENT INVITATION FOR COMPETITIVE BID QUOTES
DATED
/
/
PURSUANT TO SECTION 4.3 OF THE ABOVE REFERENCED CREDIT AGREEMENT, YOU ARE
INVITED TO SUBMIT A COMPETITIVE BID QUOTE TO THE BORROWER FOR THE FOLLOWING
PROPOSED COMPETITIVE BID LOAN(S)
DATE OF BORROWING:
/
/
AGGREGATE AMOUNT REQUESTED:
PRINCIPAL AMOUNT
INTEREST PERIOD
SUCH COMPETITIVE BID QUOTES SHOULD OFFER COMPETITIVE BID RATE(S)/MARGIN(S).
PLEASE RESPOND IN WRITING TO THIS INVITATION BY NO LATER THAN
A.M./P.M. (NE YORK TIME ON
/
/
TO ONE OF THE FOLLOWING:
PRIMARY FAX NO. [
(Attn:
) Confirm]
ALTERNATE FAX NO. [
(Attn:
) Confirm]
NOTE: PLEASE FOLLOW-UP YOUR SUBMITTED WRITTEN BID(S) WITH PHONE VERIFICATION TO
CONFIRM. IF YOU ARE UNABLE TO SEND YOUR FAX DUE TO AN OCCUPIED FAX LINE, PLEASE
CALL BY ___ A.M./P.M. IN ADDITION, PLEASE SUBMIT YOUR BID(S) IN SUBSTANTIALLY
THE FORM OF "EXHIBIT G" TO THE CREDIT AGREEMENT.
QUOTES RECEIVED AFTER
A.M./P.M. (NEW YORK TIME) WILL NOT