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EXHIBIT 10.4
FIRST AMENDMENT
TO BRIDGE LOAN AGREEMENT
This FIRST AMENDMENT TO BRIDGE LOAN AGREEMENT is made and entered into
as of March 6, 1998 (this "Amendment") by and among USA WASTE SERVICES, INC., a
Delaware corporation (the "Borrower"), ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK, a New York state banking association (in its individual capacity,
"▇▇▇▇▇▇") and each of the other financial institutions party to the Loan
Agreement defined below (collectively, the "Banks"), and ▇▇▇▇▇▇ as agent for the
Banks (in such capacity, the "Agent"). Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Loan Agreement.
WHEREAS, the Borrower, the Banks, and the Agent have entered into that
certain Bridge Loan Agreement, dated as of January 21, 1998 (as amended and in
effect from time to time, the "Loan Agreement"), pursuant to which the Banks
have extended credit to the Borrower on the terms set forth therein;
WHEREAS, the Banks, the Agent, and the Borrower have agreed to amend
the Loan Agreement as hereinafter set forth;
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 as follows:
SECTION 1. AMENDMENT TO SECTION 25.2. Section 25.2 of the Loan
Agreement is hereby deleted in its entirety and the following substituted
therefor:
SECTION 25.2. DEBT TO TOTAL CAPITALIZATION. The ratio of
Funded Debt to Consolidated Total Capitalization shall not at any time
exceed (a) 0.62:1 from March 6, 1998 through December 31, 1998 or (b)
0.58:1 thereafter.
SECTION 2. NO EVENT OF DEFAULT. The Borrower represents and warrants
to the Agent and the Banks that no Default or Event of Default has occurred and
is continuing.
SECTION 3. EFFECTIVENESS. This Amendment shall become effective upon
its execution and delivery by the Borrower, the Guarantors, and the Majority
Banks (the "Effective Date").
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SECTION 4. RATIFICATION, ETC. Except as expressly amended hereby, the
Loan 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. This Amendment and the Loan Agreement
shall hereafter be read and construed together as a single document, and all
references in the Loan Agreement, any other Loan Document or any agreement or
instrument related to the Loan Agreement shall hereafter refer to the Loan
Agreement as amended by this Amendment.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, which together shall constitute one instrument.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE A CONTRACT UNDER THE
LAWS OF THE STATE OF NEW YORK, SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL LAWS OF SAID JURISDICTION, WITHOUT REFERENCE
TO CONFLICTS OF LAW, AND IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
an instrument under seal to be effective as of the date first above written.
THE BORROWER:
USA WASTE SERVICES, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Treasurer
THE BANKS:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK,
individually and as Agent
By:/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President