Exhibit 99.1

Execution Version

THIRD AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

THIRD AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 17, 2023 by and among GFL ENVIRONMENTAL INC., a corporation existing under the laws of Ontario, Canada (the “Canadian Borrower”), GFL ENVIRONMENTAL USA INC., a corporation existing under the laws of Delaware (the “US Borrower”), the Guarantors party hereto, BANK OF MONTREAL, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders under the Existing Credit Agreement (as defined below), and each Lender party hereto.

RECITALS:

1.            The Canadian Borrower, the US Borrower, the Guarantors, Bank of Montreal, as administrative agent and collateral agent, and each Lender from time to time party thereto are parties to that certain Seventh Amended and Restated Credit Agreement dated as of September 27, 2021 as amending by First Amendment dated as of May 27, 2022 and Second Amendment dated as of January 11, 2023 (the “Existing Credit Agreement”).

2.            The Canadian Borrower has requested, and the Lenders have agreed to, amend certain provisions of the Existing Credit Agreement.

3.            In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.      Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement as amended hereby (the “Amended Credit Agreement”).

SECTION 2.      Amendments to the Existing Credit Agreement. In accordance with Section 24.3 of the Existing Credit Agreement and effective as of the Third Amendment Effective Date, the parties hereto agree as follows:

(a)  Section 14.3.1.17 of the Existing Credit Agreement is hereby amended to delete the clause “an amount equal to the greater of (i) C$45,000,000, and (ii) 1.5% of Consolidated Total Assets” and substituting the clause “an amount equal to 5.0% of Consolidated Total Assets” therefor such that Section 14.3.1.17 shall read as set forth below:

14.3.1.17            Indebtedness of Restricted Subsidiaries which are not Guarantors, provided that the aggregate amount of such Indebtedness does not exceed, at any time, an amount equal to 5.0% of Consolidated Total Assets determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis); and, in each case, such Indebtedness is not guaranteed by any Obligor and, to the extent such Indebtedness is secured, the security therefor is solely against the assets of such Restricted Subsidiaries; (b) Section 14.3.15.3 of the Existing Credit Agreement is hereby amended to delete the clause “the greater of (i) C$40,000,000, and (ii) and 1.2% of Consolidated Total Assets” and substituting the clause “an amount equal to 5.0% of Consolidated Total Assets” therefor such that Section 14.3.15.3 shall read as set forth below:

14.3.15.3            financial assistance or investments by Obligors in Restricted Subsidiaries that are not Obligors in an aggregate principal amount at any time outstanding under this Section 14.3.15.3 and when aggregated with Indebtedness of Obligors to Restricted Subsidiaries which are not Obligors in accordance with Section 14.3.1.12 not to exceed an amount equal to 5.0% of Consolidated Total Assets determined at the time of incurrence of such financial assistance (calculated on a Pro Forma Basis);

(c) Section 16.1.7 of the Existing Credit Agreement is hereby amended to add the clause “or the Restricted Subsidiaries” immediately following the clause “The Obligors” such that Section 16.1.7 shall read as set forth below:

16.1.7 Cross-Default to Indebtedness: The Obligors or the Restricted Subsidiaries shall fail to pay any of their respective (i) Indebtedness (other than that referred to in Sections 14.3.1.4, 14.3.1.5, 14.3.1.13, 16.1.1 and 16.1.2) or any interest or premium thereon, when due (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise) the outstanding principal amount of which individually or in the aggregate at any time exceeds US$100,000,000 or the Equivalent Amount in another currency or (ii) Indebtedness under the Term Loan Agreement and in either case of (i) or (ii) such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default or event shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness, the outstanding principal amount of which individually or in the aggregate at any time exceeds US$100,000,000 or the Equivalent Amount in any other currency, shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

SECTION 3.      Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each Obligor represents and warrants to the other parties hereto on the Third Amendment Effective Date as follows:

(a)            The execution, delivery and performance by each Obligor of this Amendment has been duly authorized by all necessary corporate or other organizational action by such Obligor. This Amendment and the Amended Credit Agreement constitute each Obligor’s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) the fact that specific performance and injunctive relief may only be given in the discretion of the courts, and (iii) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments.

(b)            The representations and warranties of the Obligors set forth in Section 2.1 of the Amended Credit Agreement, subject to any revision or update to Schedules made pursuant to Section 14.1.2.8 or to be made in connection with any Permitted Acquisition as required by Section 14.1.2.8, and, except the representations and warranties set forth in Section 2.1.16 (which shall be read as if they referred to the most recent financial statements delivered by the Obligors to the Administrative Agent pursuant to Section 14.1.2) and Section 2.1.34 (which shall be read as if they referred to the Third Amendment Effective Date), are true and correct in all material respects on and as of the Third Amendment Effective Date (immediately after giving effect to this Amendment), except for representations and warranties (i) that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier; (ii) that are made as of specific date which shall be true and correct as of such specific date; and (iii) that relate to revisions to Schedules 2.1.10 (Real and Immoveable Property), 2.1.13 (Intellectual Property) or 2.1.23 (Corporate Chart and Subsidiaries) to reflect information relating to any Dispositions permitted by the Credit Agreement, the designations of Unrestricted Subsidiaries permitted by the Credit Agreement and any amalgamation, merger, wind-up or dissolution, which revisions shall be reflected in an update to the Schedules to be delivered within 30 days of the next fiscal quarter end, namely October 31, 2023.

(c)            No Default or Event of Default has occurred and is continuing as of the Third Amendment Effective Date.

SECTION 4. Third Amendment Effective Date. This Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):

(a)            The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lenders.

(b)            The Administrative Agent shall have received a certificate signed by a Responsible Officer (i) of the Canadian Borrower, certifying that attached thereto are extracts from the by-laws or other constating documents of the Canadian Borrower evidencing the authority of the Responsible Officers of the Canadian Borrower executing this Amendment to execute and deliver this Amendment on behalf of the Canadian Borrower, (ii) of each Obligor other than the Canadian Borrower, certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment is to be executed and delivered, and (iii) of each Obligor, attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment.

(c)            The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable.

(d)            On and as of the Third Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 3 hereof shall be true and correct.

SECTION 5. Effect of Amendment.

(a)            Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or Agents under the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

(b)            From and after the Third Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.

(c)            Each Obligor hereby (i) acknowledges that it has reviewed the terms and provisions of this Amendment, (ii) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (iii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, each grant of security made by such Obligor (or by any predecessor to it, as applicable) pursuant to the Security Documents) and confirms that such liens and security interests continue to secure its Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations, Obligations Secured and Guaranteed Obligations, each as defined in the applicable Loan Document), subject to the terms thereof, (iv) acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and all of its obligations thereunder shall be valid and enforceable and not be impaired or limited by the execution of this Amendment and (v) in the case of each Guarantor, ratifies and reaffirms its guarantee of the Obligations, Obligations Secured, and Guaranteed Obligations (each as defined in the applicable Loan Document) pursuant to its Guarantee.

(d)            Each party hereto agrees and acknowledges that this Amendment constitutes all notices or requests required under Section 24.3 of the Existing Credit Agreement, and to the extent inconsistent with any requirement or provision thereof, hereby waives any such inconsistency in effecting the amendments, agreements and undertakings provided herein.

SECTION 6.      Amendments; Severability. This Amendment may not be amended nor may any provision hereof be waived except pursuant to Section 10.01 of the Amended Credit Agreement. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 7.      GOVERNING LAW: The provisions of Sections 24.13, 24.14, 24.15 and 24.16 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 8.      Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

SECTION 9.      Counterparts; Electronic Execution.

(a) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

(b) The words “execution,” “signed,” “signature,” and words of like import in this Amendment and the Amended Credit Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Applicable Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives thereunto duly authorized as of the date first above written.

Signature Page to Third Amendment to GFL 7th ARCA

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Exhibit 99.2

FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

      FOURTH     AMENDMENT     TO     SEVENTH     AMENDED     AND    RESTATED    CREDIT AGREEMENT (this “Amendment”), dated as of December 29, 2023 by and among GFL ENVIRONMENTAL INC., a corporation existing under the laws of Ontario, Canada (the “Canadian Borrower”), GFL ENVIRONMENTAL USA INC., a corporation existing under the laws of Delaware (the “US Borrower”), the Guarantors party hereto, BANK OF MONTREAL, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders under the Existing Credit Agreement (as defined below), and each Lender party hereto.

RECITALS:

1.             The Canadian Borrower, the US Borrower, the Guarantors, Bank of Montreal, as administrative agent and collateral agent, and each Lender from time to time party thereto are parties to that certain Seventh Amended and Restated Credit Agreement dated as of September 27, 2021 as amended by First Amendment dated as of May 27, 2022, Second Amendment dated as of January 11, 2023 and Third Amendment dated as of August 17, 2023 (the “Existing Credit Agreement”).

2.            The Canadian Borrower has requested, and the Lenders have agreed to, amend certain provisions of the Existing Credit Agreement.

3.            The Canadian Borrower has repaid in full the Facility E Loan, which repayment permanently reduces the Facility E Credit to zero.

4.            The Borrowers have requested, and the Lenders have agreed to assign a portion of their Facility A Commitment and Facility D Commitment pro rata according to their respective Facility A Commitments (determined without taking into account the Swingline Loan or Swingline Limit) and Facility D Commitments to the Fédération des Caisses Desjardins du Québec such that the Facility A Commitments and Facility D Commitments of the Lenders immediately after giving effect to such assignments shall be as set forth in Exhibit B attached hereto.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement as amended hereby (the “Amended Credit Agreement”).

SECTION 2.          Amendments to the Existing Credit Agreement.

(a)            In accordance with Section 24.3 of the Existing Credit Agreement and effective as of the Fourth Amendment Effective Date, the parties hereto agree that the Existing Credit Agreement, including schedules and exhibits thereto, is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the double-underlined text (indicated textually in the same manner as the following example: double- underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto.

SECTION 3.          Assignments to Fédération des Caisses Desjardins du Québec

(a)            Assignment. The Borrowers, each of the Lenders and Fédération des Caisses Desjardins du Québec agree that each of the Lenders shall assign a portion of its rights and obligations under the Amended Credit Agreement relating to its Facility A Commitment and Facility A Loans and its Facility D Commitment and Facility D Loans pro rata according to their respective Facility A Commitments (determined without taking into account the Swingline Loan or Swingline Limit) and Facility D Commitments to Fédération des Caisses Desjardins du Québec such that the Facility A Commitments and Facility D Commitments of the Lenders immediately after giving effect to such assignments and effective as of the Fourth Amendment Effective Date shall be as set forth in Exhibit B attached hereto. Each of the assigning Lenders and Fédération des Caisses Desjardins du Québec shall deliver to the Administrative Agent an Assignment and Assumption in the form annexed as Schedule 23.1 to the Existing Credit Agreement. To the extent of the interest assigned by such Assignment and Assumption, Fédération des Caisses Desjardins du Québec shall have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents, including any collateral security, and each assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under the Amended Credit Agreement but shall continue to be entitled to the benefits of ARTICLE 18 and ARTICLE 22 of the Amended Credit Agreement, and shall continue to be liable for any breach of the Amended Credit Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment.

(b)            Advances. With effect from the Fourth Amendment Effective Date, each Advance of each type outstanding under the Facility A Credit, Facility C Credit or Facility D Credit immediately before the Fourth Amendment Effective Date shall continue as an Advance of the same type outstanding under the Facility A Credit, Facility C Credit or Facility D Credit, as applicable, under the Amended Credit Agreement.

(i)            Each party to this Amendment acknowledges and agrees that, notwithstanding anything in this agreement to the contrary, the Bankers’ Acceptances and BA Equivalent Advances outstanding under the Facility A Credit as of the Fourth Amendment Effective Date (collectively, the “Existing BA Advances”):

(ii)            The Lenders acknowledge that, as of the Fourth Amendment Effective Date, Lenders may hold Facility A Loans outstanding under the Facility A Credit that are less than or more than their pro rata share of the aggregate Facility A Loans of all Lenders outstanding under the Facility A Credit. Immediately following the maturity of the Existing BA Advances that are each maturing after the Fourth Amendment Effective Date (the “Outstanding Advances Maturity Date”), the Administrative Agent shall re-allocate the Advances held at such time in order to cause each Lender to hold its respective pro rata share of the Facility A Loans outstanding under the Facility A Credit. Until the Outstanding Advances Maturity Date and the re-allocation of Advances on such date, each of the Lenders holding less than its pro rata share of the Advances under the Facility A Credit agrees to indemnify each of the other Lenders holding more than its pro rata share of the Advances under the Facility A Credit for any losses suffered by any such other Lender solely as a consequence of such other Lender’s holding Loans in excess of its pro rata share of the aggregate Loans of all Lenders outstanding under the Facility A Credit, provided that such indemnity shall not exceed such other Lender’s Facility A Commitment.

(d)            SOFR Advances. Each party to this Amendment acknowledges and agrees that, notwithstanding anything in this agreement to the contrary, the effective date of the assignment to Fédération des Caisses Desjardins du Québec of a portion of the SOFR Advances outstanding under the Facility D Credit as of the Fourth Amendment Effective Date will not become effective until the first Interest Payment Date applicable to such SOFR Advances occurring on or after the Fourth Amendment Effective Date. The Lenders acknowledge that, as of the Fourth Amendment Effective Date, Lenders may hold Facility D Loans outstanding under the Facility D Credit that are less than or more than their pro rata share of the aggregate Facility D Loans of all Lenders outstanding under the Facility D Credit. On the applicable Interest Payment Date, the Administrative Agent shall re-allocate the SOFR Advances under the Facility D Credit held at such time in order to cause each Lender to hold its respective pro rata share of the Facility D Loans outstanding under the Facility D Credit. Until such Interest Payment Date and the re-allocation of Advances on such date, each of the Lenders holding less than its pro rata share of the Advances under the Facility D Credit agrees to indemnify each of the other Lenders holding more than its pro rata share of the Advances under the Facility D Credit for any losses suffered by any such other Lender solely as a consequence of such other Lender’s holding Loans in excess of its pro rata share of the aggregate Loans of all Lenders outstanding under the Facility D Credit, provided that such indemnity shall not exceed such other Lender’s Facility D Commitment.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each Obligor represents and warrants to the other parties hereto on the Fourth Amendment Effective Date as follows:

(a)            The execution, delivery and performance by each Obligor of this Amendment has been duly authorized by all necessary corporate or other organizational action by such Obligor. This Amendment and the Amended Credit Agreement constitute each Obligor’s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) the fact that specific performance and injunctive relief may only be given in the discretion of the courts, and (iii) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments.

(b)            The representations and warranties of the Obligors set forth in Section 2.1 of the Amended Credit Agreement, subject to any revision or update to Schedules made pursuant to Section 14.1.2.8 or to be made in connection with any Permitted Acquisition as required by Section 14.1.2.8, and, except the representations and warranties set forth in Section 2.1.16 (which shall be read as if they referred to the most recent financial statements delivered by the Obligors to the Administrative Agent pursuant to Section 14.1.2) and Section 2.1.34 (which shall be read as if they referred to the Fourth Amendment Effective Date), are true and correct in all material respects on and as of the Fourth Amendment Effective Date (immediately after giving effect to this Amendment), except for representations and warranties (i) that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier; (ii) that are made as of specific date which shall be true and correct as of such specific date; and (iii) that relate to revisions to Schedules 2.1.10 (Real and Immoveable Property), 2.1.13 (Intellectual Property) or 2.1.23 (Corporate Chart and Subsidiaries) to reflect information relating to any Dispositions permitted by the Credit Agreement, the designations of Unrestricted Subsidiaries permitted by the Credit Agreement and any amalgamation, merger, wind-up or dissolution, which revisions shall be reflected in an update to the Schedules to be delivered within 30 days of the next fiscal quarter end, namely December 31, 2023.

(c)            No Default or Event of Default has occurred and is continuing as of the Fourth Amendment Effective Date.

SECTION 5. Fourth Amendment Effective Date. This Amendment shall become effective as of the first date (the “Fourth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):

(a)            The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lenders.

(b)            The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment..

(c)            The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable.

(d)            The Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and Simpson Thacher & Bartlett LLP, United States counsel to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and Lenders’ Counsel; and

(e)            On and as of the Fourth Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 4 hereof shall be true and correct.

SECTION 6. Effect of Amendment.

(a)            Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or Agents under the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

(b)           From and after the Fourth Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.

(c)            Each Obligor hereby (i) acknowledges that it has reviewed the terms and provisions of this Amendment, (ii) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (iii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, each grant of security made by such Obligor (or by any predecessor to it, as applicable) pursuant to the Security Documents) and confirms that such liens and security interests continue to secure its Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations, Obligations Secured and Guaranteed Obligations, each as defined in the applicable Loan Document), subject to the terms thereof, (iv) acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and all of its obligations thereunder shall be valid and enforceable and not be impaired or limited by the execution of this Amendment and (v) in the case of each Guarantor, ratifies and reaffirms its guarantee of the Obligations, Obligations Secured, and Guaranteed Obligations (each as defined in the applicable Loan Document) pursuant to its Guarantee.

(d)            Each party hereto agrees and acknowledges that this Amendment constitutes all notices or requests required under Section 24.3 of the Existing Credit Agreement, and to the extent inconsistent with any requirement or provision thereof, hereby waives any such inconsistency in effecting the amendments, agreements and undertakings provided herein.

SECTION 7. Amendments; Severability. This Amendment may not be amended nor may any provision hereof be waived except pursuant to Section 10.01 of the Amended Credit Agreement. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby.

The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 8.          GOVERNING LAW: The provisions of Sections 24.13, 24.14, 24.15 and 24.16 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 9.          Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

SECTION 10. Counterparts; Electronic Execution.

(a)            This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

(b)            The words “execution,” “signed,” “signature,” and words of like import in this Amendment and the Amended Credit Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Applicable Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives thereunto duly authorized as of the date first above written.

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Signature Page to Fourth Amendment to GFL 7th ARCA

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Signature Page to Fourth Amendment to GFL 7th ARCA

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

Fourth Amendment to 7th Amended and Restated Credit Agreement

EXHIBIT A

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 27, 2021 

as Amended by First Amending Agreement dated as of May 27, 2022
and Second Amending Agreement dated as of January 11, 2023
and Third Amending Agreement dated as of August 17, 2023 

and Fourth Amending Agreement dated as of December 29, 2023

among

GFL ENVIRONMENTAL INC.

as Canadian Borrower

GFL ENVIRONMENTAL USA INC.

as US Borrower

CERTAIN AFFILIATES OF THE BORROWER

as Guarantors

BANK OF MONTREAL

as Administrative Agent

BMO CAPITAL MARKETS

as Co-Lead Arranger and Sole Bookrunner

CANADIAN IMPERIAL BANK OF COMMERCE, ROYAL BANK OF CANADA, THE
BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, JP MORGAN CHASE BANK,
N.A., TORONTO BRANCH, THE TORONTO-DOMINION BANK

as Co-Lead Arrangers and Co-Syndication Agents

THE FINANCIAL INSTITUTIONS NAMED
ON THE SIGNATURE PAGES HEREOF

as Lenders

C$1,205,000,000 Committed Revolving Operating Credit Facility
US$25,000,000 Committed Revolving Operating Credit Facility
US$50,000,000 Committed Revolving Operating Credit Facility 

C$775,000,000 Delayed Draw Term Loan Credit Facility 

TABLE OF CONTENTS

PAGE

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT DATED AS OF SEPTEMBER 27, 2021

WHEREAS the Lenders have made credit facilities available to the Canadian Borrower (or its predecessor corporations, as applicable) on the terms and conditions set out in a credit agreement dated as of June 18, 2013 among a predecessor of the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as amended by a first amending agreement dated as of April 16, 2014, a second amending agreement dated as of June 25, 2014, a third amending agreement dated as of September 30, 2014, a fourth amending agreement dated as of December 23, 2014 and a fifth amending agreement dated as of March 10th, 2015 as further amended and restated in its entirety by an amended and restated credit agreement dated as of March 24, 2015 and by a second amended and restated credit agreement dated as of February 1, 2016 among the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent as further amended by a first amending agreement dated as of February 22, 2016, as further amended and restated in its entirety by a third amended and restated credit agreement (the “Third ARCA”) dated as of September 30, 2016 among the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as amended by a first amending agreement dated as of October 2, 2017, a second amending agreement dated as of November 30, 2017 and a third amending agreement dated as of April 19, 2018, among the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent as further amended and restated in its entirety by a fourth amended and restated credit agreement (the “Fourth ARCA”) dated as of August 2, 2018 among the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as amended by a first amending agreement dated as of November 14, 2018, among the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as further amended and restated in its entirety by a fifth amended and restated credit agreement (the “Fifth ARCA”) dated as of February 26, 2019 among the Canadian Borrower, US Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as amended by a first amending agreement dated as of September 28, 2020, among the Canadian Borrower, US Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as further amended and restated in its entirety by a sixth amended and restated credit agreement (the “Sixth ARCA”) dated as of November 24, 2020 among the Canadian Borrower, US Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as amended by a first amending agreement dated as of May 18, 2021, among the Canadian Borrower, US Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent (as so amended, the “Original Credit Agreement”) as further amended and restated by a Seventh Amended and Restated Credit Agreement dated as of September 27, 2021 among the Canadian Borrower, US Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent (the “7th ARCA”) as amended by a first amending agreement dated as of May 27, 2022 (the “First Amending Agreement”) , a second amending agreement dated as of January 11, 2023 (the “Second Amending Agreement”), a third amending agreement dated as of August 17, 2023 (the “Third Amending Agreement”), and a fourth amending agreement dated as of December 29, 2023 (the “Fourth Amending Agreement”) among the Canadian Borrower, US Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent (the 7th ARCA as so amended, the “Agreement”);

AND WHEREAS the Canadian Borrower has delivered an Accordion Notice to increase the Facility A Credit and the Lenders have agreed to increase the Facility A Commitment by C$300,000,000 pursuant to the Accordion Notice (as such term is defined in the 7th ARCA) subject to the amendments set forth in the First Amending Agreement;

AND WHEREAS the Canadian Borrower has requested an increase of the Facility E Credit by C$275,000,000 and an extension of the Facility E Availability Period and the Lenders have agreed to increase the Facility E Credit subject to the amendments set forth in the Second Amending Agreement;

AND WHEREAS the Canadian Borrower has requested an increase to the maximum Letter of Credit Exposure under the Facility A Credit together with certain other amendments and the Lenders have agreed to such increase and amendments subject to the amendments set forth in the Fourth Amending Agreement;

THEREFORE, IN CONSIDERATION OF THE PREMISES, THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1

INTERPRETATION

provided that if the Benchmark Replacement as determined pursuant to clause 1.1.39.1 or 1.1.39.2 above would be less than 1.0%, the Benchmark Replacement will be deemed to be 1.0% for the purposes of this Agreement and the other Loan Documents.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause 1.1.41.1 or 1.1.41.2 above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

in each case, so long as same is designated as Excluded Contributions pursuant to a certificate of a Responsible Officer.

provided that:

and the terms “rateable” and “rateably” shall have the corresponding meanings.