Amendment No. 1 to Seventh Amended and Restated Revolving Credit Agreement dated as of November 22, 2024
Exhibit 10.10
Execution Version
Amendment No. 1 to Credit Agreement
This Amendment No. 1 to Credit Agreement, dated as of November 22, 2024 (this “Amendment”) is made among WASTE MANAGEMENT, INC., a Delaware corporation (the “Company”), WASTE MANAGEMENT OF CANADA CORPORATION, a Nova Scotia unlimited company (“WMOCC”), and WM QUEBEC INC., a corporation incorporated under the laws of Canada (“WMQ”, and together with WMOCC, the “Canadian Borrowers”, and the Canadian Borrowers together with the Company, the “Borrowers”, and each, individually, a “Borrower”), WASTE MANAGEMENT HOLDINGS, INC., a wholly-owned Subsidiary of the Company (the “Guarantor”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Banks (in such capacity, the “Administrative Agent”), and the Banks party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement described below.
RECITALS:
A.The Borrowers, the Guarantor, the Administrative Agent and the Banks have entered into that certain Seventh Amended and Restated Revolving Credit Agreement dated as of May 8, 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereof immediately prior to the effectiveness of this Amendment, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), pursuant to which the Banks have made available to the Borrowers a revolving credit facility with a swing line sublimit and a letter of credit sublimit;
B.The Borrowers have advised the Administrative Agent and the Banks that they desire to amend certain provisions of the Existing Credit Agreement, and the Administrative Agent and the Majority Banks are willing to effect such amendment on the terms and conditions contained in this Amendment.
In consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| (a) | §1.1 of the Existing Credit Agreement is hereby amended by adding the following new definition in appropriate alphabetical order to read in its entirety as follows: |
“‘Permitted Designated Lease Finance Transaction’ means any financing transaction or series of financing transactions whereby a Borrower or any Subsidiary owns or acquires any assets or group of assets, including real property, and then or thereafter leases such assets or property, or any interest therein, to any third-party financing entity and then or thereafter acquires a leasehold or similar interest in such assets or property or any interest therein, including any right to acquire ownership of such assets or property during the term of or upon the expiration of such leasehold or similar interest.”
| (b) | §8.4(b) of the Existing Credit Agreement is hereby amended to add a new clause (v) thereto immediately succeeding clause (iv) thereof to read in its entirety as set forth below: |
“(v)pursuant to a Permitted Designated Lease Finance Transaction.”
As conforming changes for the amendment set forth in this clause (b), the “or” at the end of clause (iii) of such §8.4(b) is deleted, and the period at the end of clause (iv) of such §8.4(b) is deleted and is replaced by “, or”.
| (a) | The representations and warranties of such Borrower and the Guarantor (as applicable) contained in §6 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) as of such earlier date. |
| (b) | This Amendment has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Borrower and the Guarantor, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally. |
| (c) | No Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment and the transactions contemplated hereby. |
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.
BORROWERS AND GUARANTOR:
WASTE MANAGEMENT, INC.
By: /s/ Leslie K. Nagy
Name: Leslie K. Nagy
Title: Vice President & Treasurer
Waste Management of Canada Corporation
By: /s/ Leslie K. Nagy
Name: Leslie K. Nagy
Title: Vice President & Treasurer
WM Quebec INC.
By: /s/ Leslie K. Nagy
Name: Leslie K. Nagy
Title: Vice President & Treasurer
WASTE MANAGEMENT HOLDINGS, INC.
By: /s/ Leslie K. Nagy
Name: Leslie K. Nagy
Title: Vice President & Treasurer
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Michael Contreras
Name: Michael Contreras
Title: Director
THE BANKS:
BANK OF AMERICA, N.A., as a Bank, Swing Line Bank and an Issuing Bank
By: /s/ Michael Contreras
Name: Michael Contreras
Title: Director
BANK OF AMERICA, N.A., acting through its Canada Branch, as a Bank
By: /s/ Medina Sales de Andrade
Name: Medina Sales de Andrade
Title: Vice President
BARCLAYS BANK PLC, as a Bank and an Issuing Bank
By: /s/ Charlene Saldanha__________________
Name: Charlene Saldanha
Title: Vice President
`
MIZUHO BANK, LTD., as a Bank and an Issuing Bank
By: /s/ Donna DeMagistris_________________
Name: Donna DeMagistris
Title: Managing Director
BANK OF CHINA, NEW YORK BRANCH, as a Bank
By: /s/ Raymond Qiao ___________________
Name: Raymond Qiao
Title: Executive Vice President
BNP PARIBAS, as a Bank
By: /s/ Michael Lefkowitz__________________
Name: Michael Lefkowitz
Title: Director
By: /s/ Matthew Beauvais__________________
Name: Matthew Beauvais
Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank
By: /s/ Marko Lukin______________________
Name: Marko Lukin
Title: Vice-President
By: /s/ Alison Lugo_______________________
Name: Alison Lugo
Title: Vice-President
GOLDMAN SACHS BANK USA, as a Bank
By: s/ Priyankush Goswami________________
Name: Priyankush Goswami
Title: Authorized Signatory
MUFG BANK, LTD., as a Bank
By: /s/ Cameron Farrell____________________
Name: Cameron Farrell
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
By: /s/ Michael Cuccia____________________
Name: Michael Cuccia
Title: Senior Vice President
PNC BANK CANADA BRANCH, as a Bank
By: /s/ Cameron Ruff_____________________
Name: Cameron Ruff
Title: SVP, PNC Bank Canada Branch
ROYAL BANK OF CANADA, as a Bank
By: /s/ Raja Khanna_______________________
Name: Raja Khanna
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION, as a Bank
By: /s/ Rosa Pritsch_______________________
Name: Rosa Pritsch
Title: Director
TRUIST BANK, as a Bank
By: /s/ William R. Rutkowski_______________
Name: William R. Rutkowski
Title: Director
U.S. BANK NATIONAL ASSOCIATION, as a Bank
By: /s/ Kara P. Van Duzee_________________
Name: Kara P. Van Duzee
Title: Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
By: /s/ Steven Chen_______________________
Name: Steven Chen
Title: Vice President
AGRICULTURAL BANK OF CHINA, NEW YORK
BRANCH, as a Bank
By: /s/ Nelson Chou______________________
Name: Nelson Chou
Title: SVP & Head of Corporate Banking Department
FARM CREDIT CANADA, as a Bank
By: /s/ Sally Brett_________________________
Name: Sally Brett
Title: Sr. Relationship Mgmt Assoc.
