This REIMBURSEMENT AGREEMENT, dated as of December 22, 2003 (as amended, supplemented and
otherwise modified from time to time, the "Agreement"), is entered into among WASTE MANAGEMENT,
INC., a Delaware corporation ("Waste Management"), WASTE MANAGEMENT HOLDINGS, INC., a
Delaware corporation and wholly-owned subsidiary of Waste Management ("Holdings") (executing this
Agreement for the limited purposes set forth in Article VIII hereof), OAKMONT ASSET TRUST, a Delaware
statutory trust (the "Trust"), and THE BANK OF NEW YORK (DELAWARE), as owner trustee (the "Owner
Trustee") of the Trust.
WHEREAS, Waste Management has heretofore and may from time to time hereafter request Fleet National
Bank (the "Fleet"), to issue from time to time certain letters of credit ("Fleet Letters of Credit") for or on behalf of
Waste Management and its subsidiaries and other affiliates.
WHEREAS, as a condition to Fleet issuing the Fleet Letters of Credit, Fleet requires that Waste Management
deliver an irrevocable master letter of credit identifying Fleet as beneficiary thereunder and covering all
unreimbursed amounts drawn under the Fleet Letters of Credit designated as Designated Letters of Credit (as
WHEREAS, Waste Management has requested the Trust to issue such irrevocable master letter of credit, in
substantially the form of Exhibit A attached hereto (such letter of credit being the "Master Letter of Credit"), in
the amount of $352,000,000.
NOW, THEREFORE, in consideration of the premises and in order to induce the Trust to issue the Master
Letter of Credit, the parties hereto agree as follows:
SECTION 1.01. Certain Defined Terms. The following terms used in this Agreement shall have the following
meanings, applicable both to the singular and the plural forms of the terms defined:
"Administration Agreement" shall mean the Administrative Services Agreement dated as of the date hereof
executed and d