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EXHIBIT 10.2



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 27, 2002 (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.


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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/ Ronald H. Jones
	 	 	 	 	

	 	 	 	 	Name: Ronald H. Jones
	 	 	 	 	Title: Vice President & Treasurer
	 	 	 	 	 
	 	 	THE GUARANTOR
	 	 	 	 	 
	 	 	WASTE MANAGEMENT HOLDINGS, INC
	 	 	 	 	 
	 	 	
By:
	 	/s/ Ronald H. Jones
	 	 	 	 	

	 	 	 	 	Name: Ronald H. Jones
	 	 	 	 	Title: Vice President & Treasurer
	 	 	 	 	 
	 	 	
By:
	 	/s/ Lee A. McCormick
	 	 	 	 	

	 	 	 	 	Name: Lee A. McCormick
	 	 	 	 	Title: Assistant Treasurer
	 	 	 	 	 
	 	 	THE BANK AND ADMINISTRATIVE AGENT
	 	 	 	 	 
	 	 	FLEET NATIONAL BANK, individually and as
Administrative Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ Timothy M. Laurion
	 	 	 	 	

	 	 	 	 	Name: Timothy M. Laurion
	 	 	 	 	Title: Managing Director
	 	 	 	 	 
	 	 	THE BANKS
	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert P. Kellas
	 	 	 	 	

	 	 	 	 	Name: Robert P. Kellas
	 	 	 	 	Title: Vice President



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	 	 	BANK OF AMERICA, N.A
	 	 	 	 	 
	 	 	
By:
	 	/s/ Brian D. Corum
	 	 	 	 	

	 	 	 	 	Name: Brian D. Corum
	 	 	 	 	Title: Managing Director
	 	 	 	 	 
	 	 	DEUTSCHE BANK AG, NEW YORK BRANCH
	 	 	 	 	 
	/s/ Ping Chen	 	
By:
	 	/s/ Jean M. Hannigan
	 	 	 	 	

	Ping Chen	 	 	 	Name: Jean M. Hannigan
	Associate	 	 	 	Title: Director
	 	 	 	 	 
	 	 	CITIBANK, N.A
	 	 	 	 	 
	 	 	
By:
	 	/s/ David L. Harris
	 	 	 	 	

	 	 	 	 	Name: David L. Harris
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	ABN AMRO BANK N.V
	 	 	 	 	 
	 	 	
By:
	 	/s/ Terrence J. Ward
	 	 	 	 	

	 	 	 	 	Name: Terrence J. Ward
	 	 	 	 	Title: Senior Vice President
	 	 	 	 	 
	 	 	
By:
	 	/s/ Peter J. Hallan
	 	 	 	 	

	 	 	 	 	Name: Peter J. Hallan
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	BANK ONE, N.A
	 	 	 	 	 
	 	 	
By:
	 	/s/ William J. Bowne
	 	 	 	 	

	 	 	 	 	Name: William J. Bowne
	 	 	 	 	Title: Managing Director
	 	 	 	 	 
	 	 	BARCLAYS BANK PLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Giannone
	 	 	 	 	

	 	 	 	 	Name: John Giannone
	 	 	 	 	Title: Director



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	 	 	BNP PARIBAS
	 	 	 	 	 
	 	 	
By:
	 	/s/ Craig Pierce
	 	 	 	 	

	 	 	 	 	Name: Craig Pierce
	 	 	 	 	Title: Associate
	 	 	 	 	 
	 	 	
By:
	 	/s/ Aurora L. Abella
	 	 	 	 	

	 	 	 	 	Name: Aurora L. Abella
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Deborah K. Breslof
	 	 	 	 	

	 	 	 	 	Name: Deborah K. Breslof
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	BANK OF NOVA SCOTIA
	 	 	 	 	 
	 	 	
By:
	 	/s/ William E. Zarrett
	 	 	 	 	

	 	 	 	 	Name: William E. Zarrett
	 	 	 	 	Title: Managing Director
	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Anne L. Sayles
	 	 	 	 	

	 	 	 	 	Name: Anne L. Sayles
	 	 	 	 	Title: Director
	 	 	 	 	 
	 	 	COMERICA BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Carol S. Geraghty
	 	 	 	 	

	 	 	 	 	Name: Carol S. Geraghty
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	 	 	 
	 	 	
By:
	 	/s/ David T. Sunderwirth
	 	 	 	 	

	 	 	 	 	Name: David T. Sunderwirth
	 	 	 	 	Title: Vice President



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	 	 	CREDIT SUISSE FIRST BOSTON
	 	 	 	 	 
	 	 	
By:
	 	/s/ Joseph J. Adipietro
	 	 	 	 	

	 	 	 	 	Name: Joseph J. Adipietro
	 	 	 	 	Title: Director
	 	 	 	 	 
	 	 	
By:
	 	/s/ Doreen B. Welch
	 	 	 	 	

	 	 	 	 	Name: Doreen B. Welch
	 	 	 	 	Title: Associate
	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	MELLON BANK, N.A
	 	 	 	 	 
	 	 	
By:
	 	/s/ Louis E. Flori
	 	 	 	 	

	 	 	 	 	Name: Louis E. Flori
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA
	 	 	 	 	 
	 	 	
By:
	 	/s/ Louis Alder
	 	 	 	 	

	 	 	 	 	Name: Louis Alder
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	SUNTRUST BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Shona Adams Holden
	 	 	 	 	

	 	 	 	 	Name: Shona Adams Holden
	 	 	 	 	Title: Vice President



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	 	 	CREDIT LYONNAIS NEW YORK BRANCH
	 	 	 	 	 
	 	 	
By:
	 	/s/ F. Frank Herrera
	 	 	 	 	

	 	 	 	 	Name: F. Frank Herrera
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	MORGAN STANLEY BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jaap L. Tonckens
	 	 	 	 	

	 	 	 	 	Name: Jaap L. Tonckens
	 	 	 	 	Title: Vice President, Morgan Stanley Bank



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	 	 	SOUTHWEST BANK OF TEXAS, N.A
	 	 	 	 	 
	 	 	
By:
	 	/s/ Preston Moore
	 	 	 	 	

	 	 	 	 	Name: Preston Moore
	 	 	 	 	Title: Senior Vice President
	 	 	 	 	 
	 	 	BAYERISCHE HYPO-UND VEREINSBANK AG, NY
	 	 	 	 	 
	/s/ Martha G. Martinez	 	
By:
	 	/s/ David E. Kells
	 	 	 	 	

	Martha G. Martinez	 	 	 	Name: David E. Kells
	Associate Director	 	 	 	Title: Director
	 	 	 	 	 
	 	 	HIBERNIA NATIONAL BANK
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN
	 	 	 	 	 
	 	 	
By:
	 	/s/ Brandon A. Meyerson
	 	 	 	 	

	 	 	 	 	Name: Brandon A. Meyerson
	 	 	 	 	Title: Vice
President, Erste Bank New York Branch
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert Svehnholz
	 	 	 	 	

	 	 	 	 	Name: Robert Svehnholz
	 	 	 	 	Title: First Vice President



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