FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

EXHIBIT 10.1

FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 27th day of January, 2003, by and among Waste Management, Inc., a Delaware corporation (the “Borrower”), Waste Management Holdings, Inc., a wholly-owned subsidiary of the Borrower (the “Guarantor”), Fleet National Bank (“Fleet”), Bank of America, N.A., JPMorgan Chase Bank, Deutsche Bank AG New York Branch, Citibank, N.A. and the other financial institutions listed on Schedule 1 to the Credit Agreement referred to below (collectively, the “Banks”) and Fleet, as administrative agent for the Banks (the “Administrative Agent”).

     WHEREAS, the Borrower, the Guarantor, the Banks and the Administrative Agent are party to a Revolving Credit Agreement, dated as of June 29, 2001 (as amended and in effect from time to time, the “Credit Agreement”), pursuant to which the Banks have extended credit to the Borrower on the terms set forth therein; and

     WHEREAS, the Borrower has requested that the Banks and the Administrative Agent amend certain provisions of the Credit Agreement as specifically set forth in this Amendment;

     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Credit Agreement as follows:

     1.     Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

     2.     Amendments to §9.2 of the Credit Agreement. Section 9.2 of the Credit Agreement is hereby amended by deleting the reference to the text “3:00:1.00” and inserting in lieu thereof the text “3.25:1.00”.

     3.     Representations and Warranties. The Borrower and the Guarantor jointly and severally represent and warrant as of the Effective Date as follows:

     (a)  The execution, delivery and performance of this Amendment and the Credit Agreement and the other Loan Documents, as amended hereby, and the transactions contemplated hereby and thereby (i) are within the corporate authority of the Borrower and the Guarantor, (ii) have been duly authorized by all necessary corporate proceedings on the part of the Borrower or Guarantor, (iii) do not conflict with or result in any material breach or contravention of any provision of law, statute, rule or regulation to which the Borrower or the Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or the Guarantor so as to materially adversely affect the assets, business or any activity of the Borrower and its Subsidiaries taken as a whole, and (iv) do not conflict with any provision of the corporate charter or bylaws of the Borrower or the Guarantor or any agreement or other instrument binding upon the Borrower or the Guarantor.

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     (b)  The representations and warranties contained in Section 6 of the Credit Agreement are true and correct in all material respects as of the date hereof as though made on and as of the date hereof.

     (c)  No Default or Event of Default under the Credit Agreement has occurred and is continuing.

     4.     Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions (the “Effective Date”):

     (a)  This Amendment shall have been executed and delivered by the Borrower, the Guarantor, the Majority Banks and the Administrative Agent.

     (b)  The Administrative Agent shall have received, for the account of each Bank which executes and delivers its signature pages to the Administrative Agent, by 5:00 p.m. Boston time on January 27, 2003 in facsimile (to be followed by originals) or original form, an amendment fee equal to 0.02% of each such Bank’s Commitment.

     5.     Ratification, Etc. Except as expressly amended hereby, the Credit Agreement, the other Loan Documents and all documents, instruments and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Guarantor hereby confirms that its guaranty of the Guaranteed Obligations contained in §28 of the Credit Agreement remains in full force and effect. This Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement, any other Loan Document or any agreement or instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this Amendment.

     6.     GOVERNING LAW. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW §5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).

     7.     Counterparts; Delivery by Facsimile. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto or thereto shall re-execute original forms hereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each party forever waives such defense.

[Signatures on next page]

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First Amendment

     IN WITNESS WHEREOF, each of the undersigned have duly executed this Amendment under seal as of the date first set forth above.

		THE BORROWER
		WASTE MANAGEMENT, INC
		By:		/s/ Xxxxxx X. Xxxxx
				Name: Xxxxxx X. Xxxxx
				Title: Vice President & Treasurer
		THE GUARANTOR
		WASTE MANAGEMENT HOLDINGS, INC
		By:		/s/ Xxxxxx X. Xxxxx
				Name: Xxxxxx X. Xxxxx
				Title: Vice President & Treasurer
		By:		/s/ Xxx X. XxXxxxxxx
				Name: Xxx X. XxXxxxxxx
				Title: Assistant Treasurer
		THE BANK AND ADMINISTRATIVE AGENT
		FLEET NATIONAL BANK, individually and as Administrative Agent
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Managing Director
		THE BANKS
		JPMORGAN CHASE BANK
		By:		/s/ Xxxxxx X. Xxxxxx
				Name: Xxxxxx X. Xxxxxx
				Title: Vice President

Signature page to First Amendment to the 5 Year Credit Agreement

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		BANK OF AMERICA, N.A
		By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title: Managing Director
		DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH
/s/ Xxxx Xxxx		By:		/s/ Xxxx X. Xxxxxxxx
Xxxx Xxxx				Name: Xxxx X. Xxxxxxxx
Associate				Title: Director
		CITIBANK, N.A
		By:		/s/ Xxxxx X. Xxxxxx
				Name: Xxxxx X. Xxxxxx
				Title: Vice President
		ABN AMRO BANK N.V
		By:		/s/ Xxxxxxxx X. Xxxx
				Name: Xxxxxxxx X. Xxxx
				Title: Senior Vice President
		By:		/s/ Xxxxx X. Xxxxxx
				Name: Xxxxx X. Xxxxxx
				Title: Vice President
		THE BANK OF NOVA SCOTIA
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Managing Director

Signature page to First Amendment to the 5 Year Credit Agreement

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		BARCLAYS BANK PLC
		By:		/s/ Xxxx Xxxxxxxx
				Name: Xxxx Xxxxxxxx
				Title: Director
		BNP PARIBAS
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Associate
		By:		/s/ Xxxxxx X. Xxxxxx
				Name: Xxxxxx X. Xxxxxx
				Title: Vice President
		CREDIT LYONNAIS NEW YORK BRANCH
		By:		/s/ F. Xxxxx Xxxxxxx
				Name: F. Xxxxx Xxxxxxx
				Title: Vice President
		PNC BANK, NATIONAL ASSOCIATION
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		ROYAL BANK OF CANADA
		By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Manager
		BANK ONE, N.A
		By:		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title: Associate

Signature page to First Amendment to the 5 Year Credit Agreement

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		WACHOVIA BANK, N.A
		By:		/s/ Xxxx X. Xxxxxx
				Name: Xxxx X. Xxxxxx
				Title: Director
		TORONTO DOMINION (TEXAS), INC
		By:
				Name:
				Title:
		WESTLB AG, NEW YORK BRANCH
		By:		/s/ Xxxxxx X. Xxxxxxxxx
				Name: Xxxxxx X. Xxxxxxxxx
				Title: Director
		By:		/s/ Xxxxxxxxx Xxxxxxxxxx
				Name: Xxxxxxxxx Xxxxxxxxxx
				Title: Managing Director, Credit Department
		THE FUJI BANK, LIMITED
		By:
				Name:
				Title:
		MIZUHO CORPORATE BANK LIMITED
		By:
				Name:
				Title:

Signature page to First Amendment to the 5 Year Credit Agreement

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		THE DAI-ICHI KANGYO BANK, LTD., NY BRANCH
		By:
				Name:
				Title:
		COMERICA BANK
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Vice President
		THE BANK OF NEW YORK
		By:		/s/ Xxxxx X. Xxxxxxxxxxx
				Name: Xxxxx X. Xxxxxxxxxxx
				Title: Vice President
		CREDIT SUISSE FIRST BOSTON
		By:		/s/ Xxxxxx X. Xxxxxxxxx
				Name: Xxxxxx X. Xxxxxxxxx
				Title: Director
		By:		/s/ Xxxxxx X. Xxxxx
				Name: Xxxxxx X. Xxxxx
				Title: Associate
		XXXXXX COMMERCIAL PAPER INC
		By:		/s/ Xxxxxxx Xxxxx
				Name: Xxxxxxx Xxxxx
				Title: Authorized Signatory
		MELLON BANK, N.A
		By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title: Vice President

Signature page to First Amendment to the 5 Year Credit Agreement

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		XXXXXXX XXXXX BANK USA
		By:		/s/ Xxxxx Xxxxx
				Name: Xxxxx Xxxxx
				Title: Vice President
		SUNTRUST BANK
		By:		/s/ Xxxxx Xxxxx Holden
				Name: Xxxxx Xxxxx Xxxxxx
				Title: Vice President
		PB CAPITAL CORPORATION
		By:
				Name:
				Title:
		THE MITSUBISHI TRUST AND BANKING CORPORATION
		By:
				Name:
				Title:

Signature page to First Amendment to the 5 Year Credit Agreement

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		HIBERNIA NATIONAL BANK
		By:
				Name:
				Title:
		TAIPEIBANK, NEW YORK AGENCY
		By:		/s/ Xxxxxx Xxxx
				Name: Xxxxxx Xxxx
				Title: G.M. & V. P.

Signature page to First Amendment to the 5 Year Credit Agreement