Common use of Facility Fee; Utilization Fee Clause in Contracts

Facility Fee; Utilization Fee. (a) The Borrower agrees to pay to the Administrative Agent for the account of the Banks a fee (the "Facility Fee") on the Total Commitment equal to the Applicable Facility Rate multiplied by the Total Commitment. The Facility Fee shall be payable for the period from and after the Effective Date quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter commencing on October 1, 1998 with a final payment on the Maturity Date (or on the date of termination in full of the Total Commitment, if earlier). The Facility Fee shall be distributed pro rata among the Banks in accordance with each Bank's Commitment Percentage. (b) In the event that the average outstanding amount of the Loans PLUS the average Maximum Drawing Amount of the Letters of Credit and unpaid Reimbursement Obligations in any calendar quarter (collectively, the "Average Quarterly Utilization Amount") exceeds fifty percent (50%) of the Total Commitment in effect during such calendar quarter, the Borrower agrees to pay to the Administrative Agent for the account of the Banks a fee (the "Utilization Fee") equal to 0.10% per annum on the Average Quarterly Utilization Amount. If applicable, the Utilization Fee shall be payable quarterly in arrears on the first day of each calendar quarter for the immediate preceding calendar quarter (or such lesser period of time as has elapsed since the Effective Date), commencing October 1, 1998 with a final payment on the Maturity Date (or on the date of termination in full of the Total Commitment if earlier). The Utilization Fee shall be distributed PRO RATA among the Banks in accordance with each Bank's Commitment Percentage.

Facility Fee; Utilization Fee. Reductions and Increases in Aggregate -------------------------------------------------------------------- Commitment. (a) The Borrower agrees to pay to the Administrative Agent for the account of the Banks each ---------- Lender a facility fee (the "Facility Fee") on the Total Commitment at a per annum rate equal to the Applicable Facility Fee Rate on such Lender's Commitment (or, after the Revolving Credit Termination Date, on the principal amount of such Lender's Loans) from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. The Borrower also agrees to pay to the Agent for the ratable (based on Commitment (or after termination of the Commitments, outstanding Loan) amounts) account of the Lenders a utilization fee for each day from the date hereof to and including the later of the Facility Termination Date and the date all Loans are paid in full and all Commitments are terminated, such utilization fee to be equal to the Applicable Utilization Fee Rate for such day multiplied by the Total Commitmentoutstanding principal amount of the Loans on such day, payable on each Payment Date and on the Facility Termination Date. The Facility Fee Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,000, upon at least three Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances. All accrued facility and utilization fees shall be payable for the period from and after the Effective Date quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter commencing on October 1, 1998 with a final payment on the Maturity Date (or on the effective date of any termination in full of the Total Commitment, if earlier). The Facility Fee shall be distributed pro rata among obligations of the Banks in accordance with each Bank's Commitment PercentageLenders to make Loans hereunder. (b) In The Borrower may, at its option, on up to two occasions, seek to increase the event that the average outstanding Aggregate Commitment by up to an aggregate amount of $75,000,000 (resulting in a maximum Aggregate Commitment of $400,000,000) upon at least three (3) Business Days' prior written notice to the Loans PLUS Agent, which notice shall specify the average Maximum Drawing Amount amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Advance such that, after giving effect thereto, all Advances are held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest, facility fees and utilization fees. The Borrower shall make any payments under Section 3.4 resulting from such ----------- assignments. Any such increase of the Letters of Credit and unpaid Reimbursement Obligations in any calendar quarter (collectively, Aggregate Commitment shall be subject to receipt by the "Average Quarterly Utilization Amount") exceeds fifty percent (50%) of the Total Commitment in effect during such calendar quarter, Agent from the Borrower agrees to pay to of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent for the account of the Banks a fee (the "Utilization Fee") equal to 0.10% per annum on the Average Quarterly Utilization Amount. If applicable, the Utilization Fee shall be payable quarterly in arrears on the first day of each calendar quarter for the immediate preceding calendar quarter (or such lesser period of time as has elapsed since the Effective Date), commencing October 1, 1998 with a final payment on the Maturity Date (or on the date of termination in full of the Total Commitment if earlier). The Utilization Fee shall be distributed PRO RATA among the Banks in accordance with each Bank's Commitment Percentagemay reasonably request.

Facility Fee; Utilization Fee. (a) The Borrower agrees to pay to the Administrative Agent for the account of the Banks a fee (the "Facility Fee") on the Total Commitment equal to the Applicable Facility Rate multiplied by the Total Commitment. The Facility Fee shall be payable for the period from and after the Effective Date quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter commencing on October 1, 1998 with a final payment on the Revolving Credit Maturity Date (or on the date of termination in full of the Total Commitment, if earlier). The Facility Fee shall be distributed pro rata among the Banks in accordance with each Bank's Commitment Percentage. (b) In the event that the average outstanding amount of (i) the Loans PLUS the average Maximum Drawing Amount of the Letters of Credit and unpaid Reimbursement Obligations in any calendar quarter (collectively, the "USA Waste Average Quarterly Utilization Amount", PLUS (ii) the Average Quarterly Utilization Amount, exceeds fifty percent (50%) of the Total Commitment Aggregate Revolving Commitments in effect during such calendar quarter, the Borrower agrees to pay to the Administrative Agent for the account of the Banks party to this Agreement a fee (the "Utilization Fee") equal to 0.10% per annum on the Average Quarterly Utilization Amount. If applicable, the Utilization Fee shall be payable quarterly in arrears on the first day of each calendar quarter for the immediate preceding calendar quarter (or such lesser period of time as has elapsed since the Effective Date), commencing October 1, 1998 with a final payment on the Revolving Credit Maturity Date (or on the date of termination in full of the Total Commitment if earlier). The Utilization Fee shall be distributed PRO RATA among the Banks party to this Agreement in accordance with each Bank's Commitment Percentage.

Facility Fee; Utilization Fee. (a) The Borrower agrees to Company shall pay to the Administrative Agent for the account of the Banks a facility fee (the "Facility Fee") on for the Total Commitment equal period from the Effective Date to and including the Applicable Facility Rate Termination Date at a rate of 0.12% per annum multiplied by the Total CommitmentAggregate Commitments (regardless of whether any Loans are outstanding). The Facility Fee with respect to each Commitment Quarter shall be payable in arrears on each Fee Payment Date and shall be computed on the basis of a year of 365 (or 366) days for the actual number of days for which due. The Facility Fee shall be payable for to the period from Administrative Agent and after the Effective Date quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter commencing on October 1, 1998 with a final payment on the Maturity Date (or on the date of termination in full of the Total Commitment, if earlier). The Facility Fee shall be distributed pro rata among transmitted via the Banks National Automated Clearing House Association electronic payments network in accordance with each Bank's Commitment Percentagethe United States to an account in the continental United States specified by the Administrative Agent from time to time by notice to the Company. (b) In For any quarter during which (i) the event that sum of the average outstanding principal amount of (A) Aggregate Extensions of Credit outstanding hereunder and (B) Aggregate Extensions of Credit (as defined in the Loans PLUS the average Maximum Drawing Amount Five-Year Revolving Credit Agreement), exceeds (ii) 33 1/3% of the Letters sum of (A) the Aggregate Commitments (as defined in the Five-Year Revolving Credit Agreement) and (B) the Aggregate Commitments hereunder or, if the Commitments have been terminated pursuant to Section 2.1(b), the sum of the Aggregate Extensions of Credit and unpaid Reimbursement Obligations in any calendar quarter (collectivelyhereunder, then the "Average Quarterly Utilization Amount") exceeds fifty percent (50%) of the Total Commitment in effect during such calendar quarter, the Borrower agrees to Company shall pay to the Administrative Agent for the account of the Banks a quarterly utilization fee (the "Utilization Fee") equal to 0.10in the amount of 0.125% per annum on multiplied by the Average Quarterly daily average balance of the Aggregate Extensions of Credit outstanding hereunder during such quarter; provided, that if the Utilization AmountFee is applicable at the time the Commitments are terminated pursuant to Section 8.1 or Section 8.3, it shall remain applicable with respect to the Aggregate Extensions of Credit after the date the Commitments are so terminated. If applicableFor any quarter in which the Utilization Fee is due, the Utilization Fee shall be calculated on a 360-day basis and payable quarterly in arrears on the first day of each calendar quarter for the immediate preceding calendar quarter (or such lesser period of time as has elapsed since the Effective applicable Fee Payment Date), commencing October 1, 1998 with a final payment on the Maturity Date (or on the date of termination in full of the Total Commitment if earlier). The Utilization Fee shall be distributed PRO RATA among the Banks in accordance with each Bank's Commitment Percentage.