Common use of Consent to Representation Clause in Contracts

Consent to Representation. The Company and the Underwriters acknowledge that Vxxxxx & Exxxxx L.L.P., which is acting as counsel to the Underwriters 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 Vxxxxx & Exxxxx 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, Holdings and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By /s/ Cxxxxx X. Xxxx Name: Cxxxxx X. Xxxx Title: Vice President & Treasurer WASTE MANAGEMENT HOLDINGS, INC. By /s/ Axxxxx X. Xxxx Name: Axxxxx X. Xxxx Title: Assistant Secretary BANC OF AMERICA SECURITIES LLC J.X. XXXXXX SECURITIES INC. GREENWICH CAPITAL MARKETS, INC. BY: BANC OF AMERICA SECURITIES LLC By /s/ Jxxxxx X. Xxxxxxx Name: Jxxxxx X. Xxxxxxx Title: Vice President BY: J.X. XXXXXX SECURITIES INC. By /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Vice President BY: GREENWICH CAPITAL MARKETS, INC. By /s/ Txxxxx Xxxxxxx Name: Txxxxx Xxxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Issuer: Waste Management, Inc. Guarantor: Waste Management Holdings, Inc. Size: $600,000,000 Maturity: March 15, 2018 Coupon: 6.10% Price: 99.598% of face amount Yield to maturity: 6.154% Spread to Benchmark Treasury: 2.60% Benchmark Treasury: 3.50% 2/15/2018 Benchmark Treasury Price and 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 (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 on the notes discounted to the redemption date at the applicable Treasury Yield plus 40 basis points.

Consent to Representation. The Company and the Underwriters acknowledge that Vxxxxx Vinson & Exxxxx Elkins L.L.P., which is acting as counsel to the Underwriters in connection Underwritexx xx conxxxxxxn 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 Vxxxxx Vinson & Exxxxx 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, Holdings Company and the several Underwriters. Very truly yours, WASTE MANAGEMENTPRIDE INTERNATIONAL, INC. By /s/ Cxxxxx X. Xxxx Steven Oldham ----------------------------------- Name: Cxxxxx X. Xxxx Steven Oldham Title: Vice President & Treasurer WASTE MANAGEMENT HOLDINGS, Pxxxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. LEHMAN BROTHERS INC. By By: /s/ Axxxxx X. Xxxx James E. Saxton, Jr. ------------------------------------- Name: Axxxxx Xxxxx X. Xxxx Title: Assistant Secretary BANC OF AMERICA SECURITIES LLC J.X. XXXXXX SECURITIES INCXxxxxx, Xr. GREENWICH CAPITAL MARKETS, INC. BY: BANC OF AMERICA SECURITIES LLC By /s/ Jxxxxx X. Xxxxxxx Name: Jxxxxx X. Xxxxxxx Title: Vice President BY: J.X. XXXXXX SECURITIES INC. By /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Vice President BY: GREENWICH CAPITAL MARKETS, INC. By /s/ Txxxxx Xxxxxxx Name: Txxxxx Xxxxxxx Title: Managing Director For themselves and the other several Underwritersthx xxxxx xxxxxxx Xxxxrwriters, if any, named in Schedule II to the foregoing Agreement. IssuerSchedule I-1 SCHEDULE I Underwriting Agreement dated May 18, 2005 Registration Statement No. 333-118106 Representative(s): Lehman Brothers Inc. Description of Securities and Purchase Price: Waste ManagementSecurities: Common Stock, Inc. Guarantor: Waste Management Holdings, Inc. Sizepar value $0.01 per share Purchase price: $600,000,000 Maturity20.68 per share Closing Date, Time and Location: March 15May 24, 2018 Coupon: 6.10% Price: 99.598% of face amount Yield 2005 at 10:00 a.m. at Baker Botts L.L.P., 910 Louisiana, Houston, Texas 77002 Modificatiox xx ixxxx to maturity: 6.154% Spread be covxxxx xx xxx xxxxxx xxxx XxxxxxxxxxxouseCoopers LLP delivered pursuant to Benchmark Treasury: 2.60% Benchmark Treasury: 3.50% 2/15/2018 Benchmark Treasury Price and 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 (1Section 6(e) 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 on the notes discounted to the redemption date at the applicable Treasury Yield plus 40 basis points.Execution Time: None Schedule II-1 SCHEDULE II UNDERWRITERS SHARES OF COMMON STOCK ------------------------- ---------------------- Lehman Brothers Inc. 5,976,251 ------------ 5,976,251 ============ Schedule II-1 SCHEDULE III Significant Subsidiaries

Consent to Representation. The Company and the Underwriters acknowledge that Vxxxxx Xxxxxx & Exxxxx Xxxxxx L.L.P., which is acting as counsel to the Underwriters 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 Vxxxxx Xxxxxx & Exxxxx Xxxxxx 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, Holdings and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By /s/ Cxxxxx Xxxxxx X. Xxxx Name: Cxxxxx Xxxxxx X. Xxxx Title: Vice President President-Finance & Treasurer WASTE MANAGEMENT HOLDINGS, INC. By /s/ Axxxxx Xxxxxx X. Xxxx Name: Axxxxx Xxxxxx X. Xxxx Title: Assistant Secretary BANC OF AMERICA The foregoing Agreement is hereby confirmed and accepted as of the date first set forth above. BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC J.X. XXXXXX DEUTSCHE BANK SECURITIES INC. GREENWICH CAPITAL MARKETS, INC. BY: BANC OF AMERICA SECURITIES LLC By BARCLAYS CAPITAL INC. By: /s/ Jxxxxx X. Xxxxxx Xxxxxxx Name: Jxxxxx X. Xxxxxx Xxxxxxx Title: Vice President Director BY: J.X. XXXXXX CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Signature Illegible Name: Signature Illegible Title: Director BY: DEUTSCHE BANK SECURITIES INC. By By: /s/ Rxxxxx Xxxxxxxxx Signature Illegible Name: Rxxxxx Xxxxxxxxx Signature Illegible Title: Vice President Director By: /s/ F. Xxxxx Xxxxxxx Name: F. Xxxxx Xxxxxxx Title: Managing Director/Debt Capital Markets BY: GREENWICH CAPITAL MARKETS, INC. By /s/ Txxxxx By: /s/. Xxxxxx Xxxxxxx Name: Txxxxx Xxxxxx Xxxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Issuer: Waste Management, Inc. Guarantor: Waste Management Holdings, Inc. Size: $600,000,000 800,000,000 (including $350,000,000 aggregate principal amount of the 6.375% Senior Notes due 2015 (“2015 Notes”) and $450,000,000 aggregate principal amount of the 7.375% Senior Notes due 2019 (“2019 Notes”)) Maturity: 2015 Notes — March 1511, 2018 2015 2019 Notes — March 11, 2019 Coupon: 6.102015 Notes — 6.375% Price2019 Notes — 7.375% Price to Public: 99.5982015 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: 6.1542015 Notes — 6.445% 2019 Notes — 7.391% Spread to Benchmark Treasury: 2.602015 Notes — 4.625% 2019 Notes — 4.625% Benchmark Treasury: 3.502015 Notes — 1.75% 2/15/2018 1/31/14 2019 Notes — 2.75% 2/15/19 Benchmark Treasury Price and Yield: 2015 Notes — 99-1721+ 3.5541.820% 2019 Notes — 99-27+ 2.766% Interest Payment Dates: Semi-annually on March 15th 11 and September 15th11, commencing September 1511, 2008 2009 Redemption Provisions: Optional Redemption: At any time for an amount equal to the greater of (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 on the such notes discounted to the redemption date at the applicable Treasury Yield plus 40 50 basis points.

Consent to Representation. The Company and the Underwriters acknowledge that Vxxxxx Vinson & Exxxxx Elkins L.L.P., which is acting as counsel to the Underwriters in connection with ix xxxxectxxx xxth 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 Vxxxxx Vinson & Exxxxx 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, Holdings Company and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By /s/ Cxxxxx X. Xxxx WILLIAM L. TRUBECK ------------------------------- Name: Cxxxxx X. William L. Trubeck Titlx: Xxxxxxxxx Xxxx Title: Vice President & Treasurer WASTE MANAGEMENT HOLDINGS, INCand Chief Financial Officer THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED AS OF THE DATE SPECIFIED IN SCHEDULE I HERETO. By /s/ Axxxxx X. Xxxx Name: Axxxxx X. Xxxx Title: Assistant Secretary BANC OF AMERICA SECURITIES LLC J.X. XXXXXX J.P. MORGAN SECURITIES INC. GREENWICH CAPITAL MARKETS, SALOMON SMITH BARNEY INC. BY: BANC OF AMERICA SECURITIES XXXXXXX XXCURITIES LLC By /x/ XXLX XXXXG --------------------------------------------------- Naxx: Xxxx Chang Title: Principal BY: J.P. MORGAN SECURITIES INC. Xx /s/ Jxxxxx X. Xxxxxxx NameMARIA SRAMEK --------------------------------------------------- Xxxx: Jxxxxx X. Xxxxxxx Xxxxx Sramek Title: Vice President BY: J.X. XXXXXX SECURITIES INCSALOMON SMITH BARNEY XXX. By Xx /s/ Rxxxxx Xxxxxxxxx NameJOHN SHAFER III --------------------------------------------------- Xxxx: Rxxxxx Xxxxxxxxx Xohn Shafer III Title: Vice President BY: GREENWICH CAPITAL MARKETS, INC. By /s/ Txxxxx Xxxxxxx Name: Txxxxx Xxxxxxx Title: Managing Director For themselves and the other several Underwritersxxxxxxx Xxderwriters, if any, named in Schedule II to the foregoing Agreement. IssuerSCHEDULE I Underwriting Agreement dated: Waste ManagementNovember 15, 2001 Registration Statement No.: 333-80063 Representative(s): Banc of America Securities LLC J.P. Morgan Securities Inc. GuarantorSalomon Smith Barxxx Xxx. Xitle, Purchase Price and Description of Secuxxxxxx: Waste Management Holdings, Inc. SizeXxtle: 6 1/2% Senior Notes Due 2008 Principal amount: $600,000,000 Maturity400,000,000 Purchase price (include accrued interest or amortization, if any, from November 20, 2001): 98.984% Sinking fund provisions: March 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, Texax 00000 Xxpe of Offering: Non-delayxx Xxxx xxxxxxxx xx xx Xxxxxxx 0(x) xxxxx which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): December 15, 2018 Coupon: 6.10% Price: 99.598% 2001 Modification of face amount Yield items to maturity: 6.154% Spread be covered by the letter from Arthur Andersen LLP delivered pursuant to Benchmark Treasury: 2.60% Benchmark Treasury: 3.50% 2/15/2018 Benchmark Treasury Price and 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 (1Section 6(f) 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 on the notes discounted to the redemption date at the applicable Treasury Yield plus 40 basis points.Executiox Xxxx: Xxxx SCHEDULE II

Consent to Representation. The Company and the Underwriters acknowledge that Vxxxxx Xxxxxx & Exxxxx Xxxxxx L.L.P., which is acting as counsel to the Underwriters 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 Vxxxxx Xxxxxx & Exxxxx Xxxxxx 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, Holdings and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By By: /s/ Cxxxxx Xxxxxx X. Xxxx Name: Cxxxxx Xxxxxx X. Xxxx Title: Vice President President-Finance & Treasurer WASTE MANAGEMENT HOLDINGS, INC. By By: /s/ Axxxxx Xxxxxx X. Xxxx Name: Axxxxx Xxxxxx X. Xxxx Title: Assistant Secretary BANC OF AMERICA SECURITIES LLC J.X. X.X. XXXXXX SECURITIES INC. GREENWICH XXXXX FARGO SECURITIES, LLC BNP PARIBAS SECURITIES CORP. SCOTIA CAPITAL MARKETS, (USA) INC. BY: BANC OF AMERICA SECURITIES LLC By /s/ Jxxxxx X. Xxxxxxx Name: Jxxxxx X. Xxxxxxx Title: Vice President BY: J.X. X.X. XXXXXX SECURITIES INC. By /s/ Rxxxxx Xxxxxxxxx By: Name: Rxxxxx /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Title: Vice President BY: GREENWICH CAPITAL MARKETSXXXXX FARGO SECURITIES, INC. By /s/ Txxxxx Xxxxxxx LLC By: Name: Txxxxx /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title: Vice President BY: BNP PARIBAS SECURITIES CORP. By: Name: /s/ Xxx XxXxxx Xxx XxXxxx Title: Managing Director BY: SCOTIA CAPITAL (USA) INC. By: Name: /s/ Xxxx XxXxxxx Xxxx XxXxxxx Title: Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Issuer: Waste Management, Inc. Guarantor: Waste Management Holdings, Inc. Size: $600,000,000 Maturity: March 15November 30, 2018 2039 Coupon: 6.106.125 % PricePrice to Public: 99.59899.466 % of face amount Underwriting Discount: 0.875 % Yield to maturity: 6.1546.164 % Spread to Benchmark Treasury: 2.601.750 % Benchmark Treasury: 3.504.250 % 2/15/2018 due 05/15/2039 Benchmark Treasury Price and Yield: 9997-1710 + 3.5544.414% Interest Payment Dates: Semi-annually on March 15th November 30 and September 15thMay 30, commencing September 15May 30, 2008 2010. Redemption Provisions: Optional Redemption: At any time for an amount equal to the greater of (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 on the notes discounted to the redemption date at the applicable Treasury Yield plus 40 basis points.: