EX-10.3


 EXHIBIT 10.3 

FIRST AMENDMENT AGREEMENT dated as of 16 August 2013. 

BETWEEN: 
 WASTE MANAGEMENT OF CANADA
CORPORATION 
 WM QUÉBEC INC. 

as Borrowers 
 - and - 

WASTE MANAGEMENT, INC. 

WASTE MANAGEMENT HOLDINGS, INC. 

as Guarantors 
 - and - 

THE LENDERS FROM TIME TO TIME PARTY 

TO THIS AGREEMENT 
 as
Lenders 
 - and - 
 THE BANK
OF NOVA SCOTIA 
 as Administrative Agent 

RECITALS: 
  

	A.	The parties hereto have entered into a credit agreement dated as of 7 November 2012 (the “Existing Credit Agreement”). 


 

	B.	The parties have agreed to enter into this First Amendment Agreement to amend the provisions of the Existing Credit Agreement on the terms and conditions set out in this First Amendment Agreement. 


 

	C.	Capitalized terms used in this First Amendment Agreement and not otherwise defined have the meanings defined in the Existing Credit Agreement. 


FOR VALUE RECEIVED, and intending to be legally bound by this First Amendment Agreement, the Parties agree as follows: 

 

	1.	Definitions 

 (a) The following definition is added as new subsection 1.1(27)A immediately following existing
subsection 1.1(27): 
 ““Code” means The Internal Revenue Code of 1986, as amended and in effect from time to time.” 






 (b) The definition of “GAAP” in subsection 1.1(59) of the Existing Credit Agreement which reads: 

““GAAP” means, when used in this Agreement, whether directly or indirectly through reference to a capitalized term used
therein, means (a) principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board (U.S.) and its predecessors, in effect for the fiscal year ended on the December 31, 2010, and
(b) to the extent consistent with such principles, the accounting practice of WMI reflected in its financial statements for the year ended on December 31, 2010; provided, that, with respect to any financial statements prepared after the
December 31, 2010, such meaning in each of clause (a) and (b) shall include the revised guidance associated with multiple-deliverable revenue arrangements effective per FASB ASC 605 on January 1, 2011; provided, further, that in
each case referred to in this definition of “GAAP” a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding
changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation
of any financial covenant) contained herein, “Debt” of WMI and its subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities
shall be disregarded.” 
 is deleted in its entirety and replaced with the following: 

““GAAP” means, when used in this Agreement, whether directly or indirectly through reference to a capitalized term used
therein, means principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors as in effect from time to time, except as otherwise specifically prescribed herein. If any
“Accounting Change” (as defined below) occurs subsequent to July 26, 2013 (the effective date of the U.S. Credit Agreement), such change results in a material change in the method of calculation of financial covenants, standards or
terms in this Agreement or any other Loan Document and any of WMI, the Agent or the Required Lenders shall so request, then (A) WMI, the Lenders and the Agent agree to enter into negotiations in good faith in order to amend such provisions of
this Agreement or such other Loan Document so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the WMI’s financial condition shall be the same after such Accounting Changes as if such
Accounting Changes had not been made (subject to the approval of the Required Lenders), and (B) until such time as such an amendment shall have been executed and delivered by WMI, the Agent and the Required Lenders, (i) the financial
covenants, standards and terms in this Agreement and the other Loan Documents impacted by such material change shall continue to be calculated or construed as if such Accounting Changes had not occurred and (ii) WMI shall provide to the Agent
and the Lenders a reconciliation between the calculation of such impacted covenants, standards and terms before and after giving effect to such Accounting Changes. “Accounting Changes” refers to changes in accounting principles
required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial 

  
 - 2 - 







 
Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission. Notwithstanding the foregoing, for purposes of
determining compliance with any covenant (including the computation of any financial covenant) contained herein, “Debt” of WMI and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the
effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.” 
 (c) The definition of “Other Guaranteed
Obligations” in subsection 1.1(86) of the Existing Credit Agreement which reads: 
 ““Other Guaranteed
Obligations” means the present and future debts, liabilities and obligations of the Borrowers or either of them to any Lender or its affiliates that arise under or in connection with, (i) derivatives or other hedging arrangements, and
(ii) cash management arrangements, entered into with such Lender or its affiliates that are permitted under this Agreement, which Other Guaranteed Obligations shall rank pari passu with the Credits.” 

is deleted in its entirety and replaced with the following: 

““Other Guaranteed Obligations” means the present and future debts, liabilities and obligations of the Borrowers or
either of them to any Lender or its affiliates that arise under or in connection with, (i) derivatives or other hedging arrangements, and (ii) cash management arrangements, entered into with such Lender or its affiliates, which Other
Guaranteed Obligations shall rank pari passu with the Credits.” 
 (d) Clause (f) of the definition of “Permitted Encubrances” in
subsection 1.1(90) of the Existing Credit Agreement which reads: 
  

	 	“(f)	the Encumbrances on Schedule 1.1 of the U.S. Credit Agreement (a copy of which is attached hereto as Annex 1.1) securing the obligations listed on such Schedule and any replacement Encumbrance securing any renewal,
extension or refunding of such obligations if the amount secured by such renewal, extension or refunding Encumbrance shall not exceed the amount of the outstanding obligations secured by the Encumbrance being replaced at the time of such renewal,
extension or refunding (plus transactions costs, including premiums and fees, related to such renewal, extension or refunding) and if such replacement Encumbrance shall be limited to substantially the same property that secured the Encumbrance so
replaced;” 

 is deleted in its entirety and replaced with the following: 

 

	 	“(f)	 the Encumbrances on Schedule 1.1 of the U.S. Credit Agreement (a copy of which is attached hereto as Annex 1.1) securing the obligations listed on
such Schedule and any replacement Encumbrance securing any renewal, extension or refunding of such obligations provided, that (i) the aggregate principal amount of obligations secured by any renewal, extension or refunding Encumbrance




  
 - 3 - 








	 	
permitted by this clause (f) shall not exceed the aggregate outstanding principal amount of the obligations secured by the Encumbrance being replaced at the time of such renewal, extension
or refunding (plus transactions costs, including premiums and fees, related thereto), and (ii) each replacement Encumbrance shall be limited to substantially the same property that secured the Encumbrance so replaced;” 


(e) Clause (m) of the definition of “Permitted Encubrances” in subsection 1.1(90) of the Existing Credit Agreement which reads: 

 

	 	“(m)	Encumbrances securing other Debt, provided that the aggregate amount of all liabilities, including any Debt, of WMI and its Subsidiaries secured by all Encumbrances permitted in subsections (k), (l) and (m), when
added (without duplication) to the aggregate amount of Debt of WMI’s Subsidiaries permitted under Section 6.4(1)(b) and Debt with respect to Permitted Receivables Transactions, shall not exceed 15% of Consolidated Tangible Assets at any
time.” 

 is deleted in its entirety and replaced with the following: 

 

	 	“(m)	Encumbrances securing other Debt, provided that the aggregate amount of all liabilities, including any Debt, of WMI and its Subsidiaries secured by all Encumbrances permitted in subsections (k), (l) and (m), when
added (without duplication) to the aggregate outstanding amount of Debt of WMI’s Subsidiaries permitted under Section 6.4(1)(b) and Debt with respect to Permitted Receivables Transactions, shall not exceed 15% of Consolidated Tangible
Assets at any time.” 

 (f) The definition of “U.S. Credit Agreement” in subsection 1.1(116) of the Existing Credit Agreement
which reads: 
 ““U.S. Credit Agreement” means the U.S. $2,000,000,000 amended and restated revolving credit
agreement dated as of May 9, 2011 by and among WMI, as borrower, Waste Management Holdings, Inc., as guarantor, various banks party thereto from time to time, as lenders, Bank of America, N.A., as administrative agent and others.” 

is deleted in its entirety and replaced with the following: 

““U.S. Credit Agreement” means the U.S. $2,250,000,000 second amended and restated revolving credit agreement dated
as of July 26, 2013 by and among WMI, as borrower, Waste Management Holdings, Inc., as guarantor, various banks party thereto from time to time, as lenders, Bank of America, N.A., as administrative agent and others.” 

  
 - 4 - 







 2. Representations and Warranties 

The first two sentences of subsection 5.1(14)(b) of the Existing Credit Agreement which read: 

“Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated
funding deficiency, the notice or lien provisions of §303(k) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed
Pension Plan.” 
 are deleted in their entirety and replaced with the following: 

“Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid a violation of the minimum
funding standards under §§412 and 430 of the Code, the notice or lien provisions of §303(k) of ERISA, or otherwise, has been timely made. No waiver of the minimum funding standards under §§412 and 430 of the Code or
extension of amortization periods has been received with respect to any Guaranteed Pension Plan.” 
 3. Financial Covenants 

Subsection 6.1(b) of the Existing Credit Agreement which reads: 
  

	 	“(b)	Total Debt to EBITDA. As of the end of any fiscal quarter of WMI, WMI will not permit the ratio of (a) Total Debt to (b) EBITDA for the four fiscal quarters then ending to exceed 3.50:1.00.”


 is deleted in its entirety and replaced with the following: 

 

	 	“(b)	Total Debt to EBITDA. As of the end of any fiscal quarter of WMI, WMI will not permit the ratio of (a) Total Debt to (b) EBITDA for the four fiscal quarters then ending to exceed (i) for each fiscal
quarter of WMI ending before September 30, 2015, 3.75:1.00, and (ii) for each fiscal quarter of WMI ending on or after September 30, 2015, 3.50:1.00.” 


4. Negative Covenants 
 Subsections
6.4(1) (a) and (b) of the Existing Credit Agreement which read: 
  

	 	“(a)	Debt of WMI’s Subsidiaries listed in Schedule 8.1(a) of the U.S. Credit Agreement (a copy of which is attached hereto as Annex 8.1(a)) and any extension, renewal or refinancing of such Debt, provided that the terms
and conditions of any such extensions, renewals or refinancings do not increase the relative priority of the original Debt and provided, further, that such extended, renewed or refinanced Debt does not in the aggregate exceed the U.S. Dollar
amount of the original Debt; and 

  

	 	(b)	other Debt of WMI’s Subsidiaries (other than Waste Management Holdings, Inc.) provided that the aggregate amount of all such Debt under this Section 6.4(1)(b), when added (without duplication) to the aggregate
outstanding amount of secured Debt of WMI and its Subsidiaries under (k), (l) and (m) of the definition of “Permitted Encumbrances” and Debt with respect to Permitted Receivables Transactions, shall not exceed 15% of Consolidated
Tangible Assets.” 


  
 - 5 - 







 are deleted in their entirety and replaced with the following: 

 

	 	“(a)	Debt of WMI’s Subsidiaries listed in Schedule 8.1(a) of the U.S. Credit Agreement (a copy of which is attached hereto as Annex 8.1(a)), any extension, renewal or refinancing of such Debt, and any additional bonds
issued and Capital Leases entered into from time to time after July 26, 2013 (the effective date of the U.S. Credit Agreement); provided that (i) if such Debt is an extension, renewal or refinancing of existing Debt, the terms and
conditions of any such extensions, renewals or refinancings shall not increase the relative priority of such Debt over the priority of the original Debt, and (ii) in no event shall the aggregate principal amount of Debt permitted by this
Subsection 6.4(1)(a) exceed the aggregate principal amount of the original Debt listed on Schedule 8.1(a) of the U.S. Credit Agreement (plus transaction costs, including premiums and fees, related thereto); and 


 

	 	(b)	other Debt of WMI’s Subsidiaries (other than Waste Management Holdings, Inc.) provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt permitted under this
Subsection 6.4(1)(b), plus (ii) the aggregate outstanding principal amount of secured Debt of WMI and its Subsidiaries permitted under (k), (l) and (m) of the definition of “Permitted Encumbrances”, plus (iii) the
aggregate amount of Debt with respect to outstanding Permitted Receivables Transactions (determined in accordance with the proviso to the definition of “Debt”), shall not exceed 15% of Consolidated Tangible Assets at any time.”


 5. Direct Payments 

Section 7.11 of the Existing Credit Agreement is amended by replacing each reference therein to “Other Secured Obligations” with
reference to “Other Guaranteed Obligations” and each reference therein to “Derivatives” with reference to “derivative transactions”. 

6. Payments by the Borrowers 
 The
first paragraph of Subsection 9.17(1) of the Existing Credit Agreement which reads: 
  

	“(1)	Except as otherwise specified in this Agreement, all payments made by or on behalf of the Borrowers shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible
upon receipt by the Agent. Except as otherwise provided in this Agreement (including Section 9.18), the Agent shall distribute:” 


  
 - 6 - 







 is deleted in its entirety and replaced with the following: 

 

	“(1)	Except as otherwise specified in this Agreement, all payments made by or on behalf of the Borrowers shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible
upon receipt by the Agent. Except as required to make payments in respect of Other Guaranteed Obligations to the Persons to whom such Other Guaranteed Obligations are owed, or as otherwise provided in this Agreement (including Section 9.18),
the Agent shall distribute:” 

 7. Increased Costs, Etc. 

Subsection 9.19(2) of the Existing Credit Agreement which reads: 
  

	 	“(2)	If any Lender determines in its sole and absolute discretion that any Change in Law affecting the Lender or any lending office of the Lender or its holding company (or other Controlling Person), if any, regarding
capital requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of its holding company (or other Controlling Person), if any, as a consequence of this Agreement, the Commitments of the
Lender or any Advance made by the Lender, to a level below that which the Lender or its holding company (or other Controlling Person) could have achieved but for that Change in Law (taking into consideration the Lender’s policies and the
policies of its holding company (or other Controlling Person) with respect to capital adequacy, each from time to time), then from time to time the Borrowers will pay to that Lender an additional amount or amounts that will compensate Lender or its
holding company (or other Controlling Person) for the reduction suffered.” 

 is deleted in its entirety and replaced with
the following: 
  

	 	“(2)	If any Lender determines in its sole and absolute discretion that any Change in Law affecting the Lender or any lending office of the Lender or its holding company (or other Controlling Person), if any, regarding
capital adequecy or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of its holding company (or other Controlling Person), if any, as a consequence of this Agreement,
the Commitments of the Lender or any Advance made by the Lender, to a level below that which the Lender or its holding company (or other Controlling Person) could have achieved but for that Change in Law (taking into consideration the Lender’s
policies and the policies of its holding company (or other Controlling Person) with respect to capital adequacy and liquidity requirements, each from time to time), then from time to time the Borrowers will pay to that Lender an additional amount or
amounts that will compensate Lender or its holding company (or other Controlling Person) for the reduction suffered.” 

 8.
Representations of the Obligors 
 Each Obligor acknowledges that this First Amendment Agreement is a Loan Document and that all of the
representations and warranties concerning Loan Documents that are contained in the Existing Credit Agreement apply to this First Amendment Agreement and are deemed to be repeated on the execution of this First Amendment Agreement as if set out in
full in this First Amendment Agreement other than those which relate to a specific date. 

  
 - 7 - 







 9. Ratification and Confirmation; Restatement 

On and after this date, each reference in the “Existing Credit Agreement” to “this Agreement” and each reference to the
Existing Credit Agreement in the Loan Documents and any and all other agreements, documents and instruments delivered by the Agent, the Lenders, any Obligor or any other Person shall mean and be a reference to the Existing Credit Agreement as
amended by this First Amendment Agreement. 
 The Existing Credit Agreement, as amended by this First Amendment Agreement, remains in full
force and effect and is hereby ratified and confirmed. Without in any way limiting the terms of the Existing Credit Agreement or the other Loan Documents, each Obligor confirms that the existing Security shall continue to secure all the Obligations,
including but not limited to any arising as a result of this First Amendment Agreement. 
 10. Counterparts and Facsimile 

This First Amendment Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be
an original, and such counterparts together shall constitute one and the same agreement. The delivery of a facsimile copy of an executed counterpart of this First Amendment Agreement shall be deemed to be valid execution and delivery of this First
Amendment Agreement, but the party delivering a facsimile copy shall deliver an original copy of this First Amendment Agreement as soon as possible after delivering the facsimile copy. 

[SIGNATURE PAGES FOLLOW] 

  
 - 8 - 







 IN WITNESS OF WHICH, the Parties have duly executed this First Amendment Agreement. 

 

			
	 WASTE MANAGEMENT OF CANADA

CORPORATION

		
	 By:
	 	/s/ Devina A. Rankin
		 	  

		 	Devina A. Rankin
		 	Vice President & Treasurer
		
	 By:
	 	/s/ Don P. Carpenter
		 	  

		 	Don P. Carpenter
		 	Vice President, Chief Financial Officer & Controller


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S1 - 







 
			
	 WM QUÉBEC INC.

		
	 By:
	 	/s/ Devina A. Rankin
		 	  

		 	Devina A. Rankin
		 	Vice President & Treasurer
		
	 By:
	 	/s/ Don P. Carpenter
		 	  

		 	 Don P. Carpenter
 Vice President, Chief
Financial Officer & Controller



 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S2 - 







 
			
	 WASTE MANAGEMENT, INC.

		
	 By:
	 	/s/ Devina A. Rankin
		 	  

		 	Devina A. Rankin
		 	Vice President & Treasurer
		
	 By:
	 	/s/ Don P. Carpenter
		 	  

		 	Don P. Carpenter
		 	Vice President & Chief Accounting Officer


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S3 - 







 
			
	 WASTE MANAGEMENT HOLDINGS, INC.

		
	 By:
	 	/s/ Devina A. Rankin
		 	  

		 	Devina A. Rankin
		 	Vice President & Treasurer
		
	 By:
	 	/s/ Don P. Carpenter
		 	  

		 	Don P. Carpenter
		 	Vice President, Chief Financial Officer & Controller


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S4 - 







 
			
	 THE BANK OF NOVA SCOTIA, as Lender

		
	 By:
	 	/s/ Matt Macdonald
		 	  

		 	Name: Matt Macdonald
		 	Title: Director, Commercial Banking
		
	 By:
	 	/s/ Phil Damecour
		 	  

		 	Name: Phil Damecour
		 	Title: Director, Credit Solutions Group


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S5 - 







 
			
	 COMERICA BANK, as Lender

		
	 By:
	 	/s/ Lad Perenyi
		 	  

		 	Name: Lad Perenyi
		 	Title: Vice President


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S6 - 







 
			
	 SUMITOMO MITSUI BANKING

CORPORATION OF CANADA, as Lender

		
	 By:
	 	/s/ E.R. Langley
		 	  

		 	Name: E.R. Langley
		 	Title: Senior Vice President
		
	 By:
	 	
		 	  

		 	Name:
		 	Title:


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S7 - 







 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., as Lender

		
	 By:
	 	/s/ Jason Krogh
		 	  

		 	Name: Jason Krogh
		 	Title: Authorized Signatory
		
	 By:
	 	
		 	  

		 	Name:
		 	Title:


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S8 - 







 
			
	 U.S. BANK NATIONAL ASSOCIATION,

CANADA BRANCH, as Lender

		
	 By:
	 	
		 	  

		 	Name:
		 	Title:
		
	 By:
	 	
		 	  

		 	Name:
		 	Title:


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S9 - 







 
			
	 U.S. BANK, NATIONAL ASSOCIATION, as

Lender

		
	 By:
	 	
		 	  

		 	Name:
		 	Title:
		
	 By:
	 	
		 	  

		 	Name:
		 	Title:


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S10 - 







 
			
	 MIZUHO BANK, LTD., as Lender

		
	 By:
	 	/s/ Leon Mo
		 	  

		 	Name: Leon Mo
		 	Title: Authorized Signatory


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S11 - 







 
			
	 BANK OF AMERICA, N.A., CANADA

BRANCH, as Lender

		
	 By:
	 	/s/ Median Sales De Andrade
		 	  

		 	Name: Medina Sales De Andrade
		 	Title: Vice President
		
	 By:
	 	
		 	  

		 	Name:
		 	Title:


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S12 - 







 
			
	 JPMORGAN CHASE BANK, N.A., TORONTO

BRANCH, as Lender

		
	 By:
	 	
		 	  

		 	Name:
		 	Title:


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S13 - 







 
			
	 PNC BANK CANADA BRANCH, as Lender

		
	 By:
	 	/s/ Nazmin Adatia
		 	  

		 	Name: Nazmin Adatia
		 	Title: Senior Vice President


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S14 - 







 
			
	 THE BANK OF NOVA SCOTIA, as Agent

		
	 By:
	 	/s/ Robert Boomhour
		 	  

		 	Name: Robert Boomhour
		 	Title: Director
		
	 By:
	 	/s/ Clement Yu
		 	  

		 	Name: Clement Yu
		 	Title: Associate Director


 [signature page for First Amendment Agreement to Credit Agreement relating to Waste 

Management of Canada Corporation and WM Quebec Inc. et al.] 

  
 - S15 - 







 ANNEX 1.1 

EXISTING LIENS 
  

	1.	Various capital leases entered into by Subsidiaries in the ordinary course of business for operating equipment and facilities. 

  

	2.	The note payable associated with the investment in federal low-income housing tax credits as described in Note 9, Income Taxes, and Note 20, Variable Interest Entities, in the Annual Report on Form 10-K for the year
ended December 31, 2012. 







 ANNEX 8.1(a) 

EXISTING INDEBTEDNESS 
  

									
	 Name
	  	Principal	 	  	Maturity	 
	 Waste Management Holdings Senior Notes:
	  				  			
	 $450,000,000 due 8/01/26
	  	$	448,975,000	  	  	 	8/1/2026	  
	 Total WM Holdings Senior Notes
	  	$	448,975,000	  	  			
	 Tax Exempt Revenue Bonds:
	  				  			
	 Amelia, Virginia due 4/1/27
	  	 	26,800,000	  	  	 	4/1/2027	  
	 Arkansas due 6/01/28
	  	 	15,000,000	  	  	 	6/1/2028	  
	 Brazoria County
	  	 	12,000,000	  	  	 	5/1/2028	  
	 Bucks County due 12/01/22
	  	 	25,000,000	  	  	 	12/1/2022	  
	 California CPCFA
	  	 	35,700,000	  	  	 	11/1/2038	  
	 California CPCFA 2005A
	  	 	50,000,000	  	  	 	4/1/2025	  
	 California CPCFA 2005B
	  	 	50,000,000	  	  	 	4/1/2025	  
	 California CPCFA 2005C
	  	 	75,000,000	  	  	 	11/1/2023	  
	 California CPCFA due 1/1/22
	  	 	48,500,000	  	  	 	1/1/2022	  
	 California CPCFA due 12/01/27
	  	 	15,000,000	  	  	 	12/1/2027	  
	 California CPCFA due 7/01/31
	  	 	19,000,000	  	  	 	7/1/2031	  
	 California CPCFA due 7/1/27
	  	 	38,435,000	  	  	 	7/1/2027	  
	 California Municipal Finance Authority
	  	 	15,000,000	  	  	 	9/1/2014	  
	 California Municipal Finance Authority - 2008 Issuance
	  	 	33,900,000	  	  	 	2/1/2019	  
	 California Municipal Finance Authority - 2009A
	  	 	30,000,000	  	  	 	2/1/2039	  
	 Charles City (Virginia due 2/1/29)
	  	 	30,000,000	  	  	 	2/1/2029	  
	 Charles City (Virginia)
	  	 	10,000,000	  	  	 	8/1/2027	  
	 Charles City (Virginia) due 4/1/27
	  	 	10,000,000	  	  	 	4/1/2027	  
	 City of Granite City Illinois due 5/1/27
	  	 	30,320,000	  	  	 	5/1/2027	  
	 City of Minor Lane Heights due 3/1/21
	  	 	11,000,000	  	  	 	3/1/2021	  
	 City of Mobile
	  	 	4,175,000	  	  	 	10/1/2038	  
	 Cobb County Series 2004A
	  	 	10,000,000	  	  	 	4/1/2033	  
	 Cobb County Series 2004B
	  	 	10,000,000	  	  	 	4/1/2033	  
	 Colorado due 7/1/27
	  	 	14,160,000	  	  	 	7/1/2027	  
	 Colorado due 8/1/38
	  	 	10,000,000	  	  	 	8/1/2038	  
	 Colorado Series 2004
	  	 	10,840,000	  	  	 	7/1/2018	  
	 Countryside (Lake County) due 4/1/21
	  	 	5,670,000	  	  	 	4/1/2021	  
	 Countryside (Lake County) due 9/1/21
	  	 	4,320,000	  	  	 	9/1/2021	  
	 County of Logan due 3/1/21
	  	 	7,450,000	  	  	 	3/1/2021	  
	 Denton County (TX 2003B)
	  	 	10,000,000	  	  	 	5/1/2028	  
	 Gilliam County
	  	 	15,000,000	  	  	 	7/1/2038	  
	 Gilliam County (2007)
	  	 	25,000,000	  	  	 	10/1/2018	  
	 Gilliam County due 07/01/29
	  	 	25,000,000	  	  	 	7/1/2029	  
	 Gilliam County due 08/01/25
	  	 	15,900,000	  	  	 	8/1/2025	  
	 Gloucester (VA 2003A)
	  	 	10,000,000	  	  	 	9/1/2038	  
	 Gulf Coast Series 2004A
	  	 	35,000,000	  	  	 	4/1/2019	  
	 Hampton due 9/1/28
	  	 	10,000,000	  	  	 	9/1/2028	  
	 Harrison County (West Virginia due 4/1/24)
	  	 	8,420,000	  	  	 	4/1/2024	  
	 Illinois due 10/1/2023
	  	 	20,000,000	  	  	 	10/1/2023	  
	 Illinois due 8/1/2029
	  	 	30,000,000	  	  	 	8/1/2029	  








									
	 Illinois due 9/1/27
	  	 	30,000,000	  	  	 	9/1/2027	  
	 Indiana due 10/01/25
	  	 	14,000,000	  	  	 	10/1/2025	  
	 Indiana due 10/01/25
	  	 	25,000,000	  	  	 	10/1/2025	  
	 Indiana due 10/01/31
	  	 	10,000,000	  	  	 	10/1/2031	  
	 King George due 6/1/23
	  	 	20,000,000	  	  	 	6/1/2023	  
	 King George due 9/1/21 (Garnet)
	  	 	19,890,000	  	  	 	9/1/2021	  
	 Maine
	  	 	13,500,000	  	  	 	11/1/2015	  
	 Maine
	  	 	30,000,000	  	  	 	2/1/2016	  
	 Maricopa (Arizona) due 12/01/31
	  	 	15,580,000	  	  	 	12/1/2031	  
	 Maryland due 4/1/16
	  	 	10,200,000	  	  	 	4/1/2016	  
	 Massachusetts
	  	 	15,000,000	  	  	 	6/1/2014	  
	 Massachusetts due 5/1/27
	  	 	15,000,000	  	  	 	5/1/2027	  
	 Miami Dade County Series 2004A
	  	 	11,500,000	  	  	 	12/1/2018	  
	 Miami Dade County Series 2004B
	  	 	11,500,000	  	  	 	12/1/2018	  
	 Miami Dade County Series 2006
	  	 	25,000,000	  	  	 	10/1/2018	  
	 Miami Dade County Series 2007
	  	 	25,000,000	  	  	 	9/1/2027	  
	 Miami Dade County Series 2008
	  	 	25,000,000	  	  	 	8/1/2023	  
	 Miami Dade County Series 2011
	  	 	20,000,000	  	  	 	11/1/2041	  
	 Michigan due 12/1/2013
	  	 	22,000,000	  	  	 	12/1/2013	  
	 Michigan due 8/1/2027
	  	 	35,000,000	  	  	 	8/1/2027	  
	 Michigan Strategic Fund
	  	 	13,000,000	  	  	 	12/1/2013	  
	 Mission, TX Series 2006
	  	 	41,750,000	  	  	 	12/1/2018	  
	 Mississippi due 3/1/27
	  	 	10,000,000	  	  	 	3/1/2027	  
	 Mississippi due 3/1/29
	  	 	10,000,000	  	  	 	3/1/2029	  
	 Mississippi due 7/1/2017
	  	 	20,000,000	  	  	 	7/1/2017	  
	 Mississippi due 7/1/28
	  	 	10,000,000	  	  	 	7/1/2028	  
	 Nashville (Tennessee) due 8/01/31
	  	 	10,000,000	  	  	 	8/1/2031	  
	 Nebraska
	  	 	10,000,000	  	  	 	11/1/2033	  
	 Nevada due 10/01/14
	  	 	10,000,000	  	  	 	10/1/2014	  
	 New Jersey due 11/01/13
	  	 	20,000,000	  	  	 	11/1/2013	  
	 New Jersey due 6/01/15
	  	 	15,000,000	  	  	 	6/1/2015	  
	 New Jersey due 6/01/15
	  	 	10,000,000	  	  	 	6/1/2015	  
	 New York City due 12/1/17
	  	 	20,000,000	  	  	 	12/1/2017	  
	 New York City due 5/1/19
	  	 	25,000,000	  	  	 	5/1/2019	  
	 New York Series 2004A
	  	 	20,000,000	  	  	 	7/1/2017	  
	 New York Series 2012
	  	 	25,000,000	  	  	 	5/1/2030	  
	 North Carolina due 8/01/14
	  	 	6,500,000	  	  	 	8/1/2014	  
	 North Sumter, AL
	  	 	4,350,000	  	  	 	10/1/2038	  
	 Ohio WDA due 11/1/22
	  	 	45,865,000	  	  	 	11/1/2022	  
	 Ohio WDA due 7/1/21
	  	 	15,000,000	  	  	 	7/1/2021	  
	 Okeechobee due 8/1/24
	  	 	15,000,000	  	  	 	8/1/2024	  
	 Okeechobee Series 2004A
	  	 	15,970,000	  	  	 	7/1/2039	  
	 Oklahoma
	  	 	10,000,000	  	  	 	12/1/2021	  
	 Pennsylvania
	  	 	40,000,000	  	  	 	9/1/2013	  
	 Pennsylvania
	  	 	4,000,000	  	  	 	11/1/2021	  
	 Pennsylvania
	  	 	20,000,000	  	  	 	11/1/2021	  
	 Pennsylvania
	  	 	30,000,000	  	  	 	11/1/2021	  
	 Pennsylvania
	  	 	14,000,000	  	  	 	10/1/2027	  
	 Pennsylvania
	  	 	80,000,000	  	  	 	7/1/2041	  
	 Pennsylvania Series 2009
	  	 	100,000,000	  	  	 	12/1/2033	  
	 Rhode Island Series 2004A
	  	 	8,000,000	  	  	 	4/1/2016	  
	 Richland (SC) due 6/1/15
	  	 	10,000,000	  	  	 	6/1/2015	  
	 Savannah Series 2004A
	  	 	5,000,000	  	  	 	7/1/2016	  
	 Schuylkill/Pine Grove due 10/1/19
	  	 	11,700,000	  	  	 	10/1/2019	  
	 South Carolina
	  	 	12,500,000	  	  	 	11/1/2016	  








									
	 South Carolina 2008 Issue
	  	 	15,000,000	  	  	 	2/1/2015	  
	 South Carolina Series 2003A
	  	 	15,000,000	  	  	 	7/1/2024	  
	 State of New Hampshire
	  	 	15,000,000	  	  	 	8/1/2024	  
	 State of New Hampshire due 5/1/27
	  	 	20,000,000	  	  	 	5/1/2027	  
	 Sussex Co. Virginia
	  	 	10,000,000	  	  	 	9/1/2027	  
	 Sussex County
	  	 	10,000,000	  	  	 	6/1/2028	  
	 SW Illinois due 10/1/2027
	  	 	4,700,000	  	  	 	10/1/2027	  
	 Tennessee - 2003
	  	 	25,000,000	  	  	 	7/1/2033	  
	 Tennessee - 2012
	  	 	18,000,000	  	  	 	7/2/2035	  
	 Texas due 8/1/20 (Mission EDC)
	  	 	67,000,000	  	  	 	8/1/2020	  
	 Travis County (Texas 2003C)
	  	 	12,000,000	  	  	 	5/1/2028	  
	 Washington due 10/1/25
	  	 	13,650,000	  	  	 	10/1/2025	  
	 Washington due 10/1/25
	  	 	13,650,000	  	  	 	10/1/2025	  
	 Washington due 10/1/27
	  	 	20,000,000	  	  	 	10/1/2027	  
	 Washington due 11/1/2017
	  	 	27,000,000	  	  	 	11/1/2017	  
	 Washington due 12/1/25
	  	 	7,235,000	  	  	 	12/1/2025	  
	 Washington due 2/1/26
	  	 	22,000,000	  	  	 	2/1/2026	  
	 Washington due 6/1/20
	  	 	30,000,000	  	  	 	6/1/2020	  
	 Washington due 7/1/30
	  	 	20,000,000	  	  	 	7/1/2030	  
	 Wisconsin Series 2003
	  	 	50,000,000	  	  	 	4/1/2016	  
	 Wisconsin Series 2006A
	  	 	30,000,000	  	  	 	11/1/2016	  
	 Wisconsin Series 2007A
	  	 	20,000,000	  	  	 	12/1/2014	  
	 Wood County due 4/1/24
	  	 	6,580,000	  	  	 	4/1/2024	  
	 Yavapai (Arizona) due 3/1/28
	  	 	17,420,000	  	  	 	3/1/2028	  
	 Yavapai (Arizona) due 3/1/28
	  	 	20,000,000	  	  	 	3/1/2028	  
	 Yavapai (Arizona) due 6/1/27
	  	 	30,000,000	  	  	 	6/1/2027	  
	 Tax Exempt Revenue Bonds
	  	$	2,511,630,000	  	  			
	 Tax Exempt Project Bonds:
	  				  			
	 Concord Debt Series A
	  	$	31,315,000	  	  	 	01/01/18	  
	 Concord Debt Series B
	  	 	4,925,000	  	  	 	01/01/18	  
	 Gloucester Bonds
	  	 	32,585,000	  	  	 	12/01/29	  
	 Gloucester Bonds
	  	 	6,930,000	  	  	 	12/01/29	  
	 Massachusetts
	  	 	10,000,000	  	  	 	05/01/27	  
	 Tax Exempt Project Bonds
	  	$	85,755,000	  	  			
	 Canada credit facility:
	  				  			
	 Canada facility debt
	  	$	23,770,000	  	  	 	8/23/2013	  
	 Canada Credit Facility
	  	$	23,770,000	  	  			
	 Other
	  				  			
	 Low Income Housing Tax Credit Investment Obligations
	  	$	140,321,864	  	  			
	 King George Landfill Royalty Agreement
	  	 	51,504,006	  	  			
		  	$	191,825,870	  	  			
	 Total Existing Indebtedness (a)
	  	$	3,261,955,870	  	  			

  

	(a)	Excludes indebtedness incurred and scheduled payments made subsequent to June 30, 2013.