Exhibit 99.1

Execution Version

FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 4, 2024 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, Third Amendment dated as of August 17, 2023 and Fourth Amendment dated as of December 29, 2023 (the “Existing Credit Agreement”).

2.          The administrator of CDOR (as such term is defined in the Existing Credit Agreement) announced in a public statement that the calculation and publication of all tenors of CDOR will permanently cease immediately following a final publication on Friday June 28, 2024, and the Borrowers and the Lenders wish to transition to the use of Daily Compounded CORRA and Term CORRA for the replacement of CDOR and terminate the obligation of the Lenders to make or maintain Bankers’ Acceptances or BA Equivalent Advances (as such terms are defined in the Existing Credit Agreement).

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 Fifth 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: stricken text) 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.     Outstanding Bankers’ Acceptances and BA Equivalent Advances. Each party hereto acknowledges and agrees that as of the Fifth Amendment Effective Date, the Advances outstanding may include Bankers Acceptances and BA Equivalent Advances (as such terms are defined in the Existing Credit Agreement). Immediately following the maturity of any such Bankers Acceptances and BA Equivalent Advances that are each maturing after the Fifth Amendment Effective Date, such matured Bankers Acceptances and BA Equivalent Advances shall be converted to Canadian Rate Advances or Term CORRA Advances or Daily Compounded CORRA Advances as selected by the Canadian Borrower and, if no such selection is made, such matured Bankers Acceptances and BA Equivalent Advances shall be converted to Canadian Rate Advances. All relevant defined terms (or any applicable portions thereof) and all relevant provisions (or any applicable portions thereof) of the Existing Credit Agreement continue to apply to and govern any Bankers Acceptances and BA Equivalent Advances outstanding on the Fifth Amendment Effective Date until each such Advance is converted on their next maturity date.

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 Fifth 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 Fifth Amendment Effective Date), are true and correct in all material respects on and as of the Fifth 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 June 30, 2024.

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

SECTION 5.      Fifth Amendment Effective Date. This Amendment shall become effective as of the first date (the “Fifth 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)       On and as of the Fifth 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 Fifth 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.

[Remainder of page intentionally left blank]

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 Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

Signature Page to Fifth Amendment to GFL 7th ARCA

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

and Fifth Amending Agreement dated as of June 4, 2024

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 as amended by First Amending Agreement dated as of May 27, 2022, Second Amending Agreement dated as of January 11, 2023, Third Amending Agreement dated as of August 17, 2023, Fourth Amending Agreement dated as of December 29, 2023 and Fifth Amending Agreement dated as of June 4, 2024

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 “7^th 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”) and a fifth amending agreement dated as of June 4, 2024 (the “Fifth 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 7^th 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 7^th 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;

AND WHEREAS the Facility E Credit has been repaid and availability under Facility E Credit has been permanently reduced to zero;

AND WHEREAS the administrator of CDOR (as such term is defined in the Agreement) announced in a public statement that the calculation and publication of all tenors of CDOR will permanently cease immediately following a final publication on Friday June 28, 2024, and the Borrowers and the Lenders wish to transition to the use of Daily Compounded CORRA and Term CORRA for the replacement of CDOR and terminate the obligation of the Lenders to make or maintain Bankers' Acceptances or BA Equivalent Advances (as such terms are defined in the 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

In this Agreement unless something in the subject matter or the context otherwise is inconsistent therewith:

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

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

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