GFL ENVIRONMENTAL INC. and the Guarantors party hereto 5.625% Senior Notes due 2022 INDENTURE Dated as of May 12, 2017 Computershare Trust Company, N.A., as TrusteeIndenture • September 12th, 2019 • GFL Environmental Holdings Inc. • Refuse systems • New York
THIS INDENTURE, dated as of May 12, 2017, is among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), the Guarantors (as defined herein) party hereto and Computershare Trust Company, N.A., as trustee (the “Trustee”).
GFL ENVIRONMENTAL INC., as Issuer, and U.S. BANK N.A., as TrusteeIndenture • March 12th, 2020 • GFL Environmental Inc. • Refuse systems • New York
INDENTURE, dated as of March 5, 2020, between GFL Environmental Inc., an Ontario, Canada corporation (herein called the “Company”), having its principal office at 100 New Park Place, Suite 500, Vaughan, Ontario, Canada L4K 0H9, and U.S. Bank N.A., as Trustee (herein called the “Trustee”).
TERM LOAN CREDIT AGREEMENT Dated as of September 30, 2016 among GFL ENVIRONMENTAL INC., as the Borrower, BARCLAYS BANK PLC, as the Administrative Agent, and THE LENDERS PARTY HERETO BARCLAYS BANK PLC, BMO CAPITAL MARKETS CORP., CREDIT SUISSE...Term Loan Credit Agreement • September 12th, 2019 • GFL Environmental Holdings Inc. • Refuse systems • New York
This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of September 30, 2016, by and among GFL Environmental Inc., a corporation amalgamated and existing under the laws of Ontario, as the Borrower (the “Borrower”), Barclays Bank PLC, as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, each, a “Lender”).
INVESTOR RIGHTS AGREEMENT GFL ENVIRONMENTAL INC., BCEC–GFL HOLDINGS (GUERNSEY) L.P., and BCEC-GFL BORROWER (CAYMAN) LP Dated as of March 5, 2020Investor Rights Agreement • March 12th, 2020 • GFL Environmental Inc. • Refuse systems • Ontario
BCEC–GFL Holdings (Guernsey) L.P., a Guernsey limited partnership, BCEC-GFL Borrower (Cayman) LP, a Cayman Islands exempted limited partnership
GFL ENVIRONMENTAL INC. - and- SEJOSA HOLDINGS INC. - and- SEJOSA II HOLDINGS INC. - and- COMPUTERSHARE TRUST COMPANY OF CANADA COATTAIL AGREEMENT March 5, 2020Coattail Agreement • March 12th, 2020 • GFL Environmental Inc. • Refuse systems • Ontario
FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 23rd, 2024 • GFL Environmental Inc. • Refuse systems • Ontario
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
GFL Environmental Inc. Subordinate Voting Shares Underwriting AgreementUnderwriting Agreement • March 1st, 2024 • GFL Environmental Inc. • Refuse systems • New York
The shareholders named in Schedule II hereto (the “Selling Shareholders”) of GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Company”), propose severally, and not jointly, and subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, an aggregate of 21,000,000 subordinate voting shares, no par value, of the Company (the “SV Shares”). The aggregate of 21,000,000 SV Shares to be sold by the Selling Shareholders is herein called the “Securities.” Certain terms used herein are defined in Section 26 hereof. If no other Underwriters are listed on Schedule I hereto, all references to the Representative and the Underwriters shall refer only to those identified above.
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT GFL ENVIRONMENTAL INC. Dated as of October 1, 2020Registration Rights Agreement • October 2nd, 2020 • GFL Environmental Inc. • Refuse systems • Ontario
This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of October, 1, 2020, by and among GFL Environmental Inc., a corporation amalgamated under the laws of Ontario (together with its successors, the “Corporation”), and each of the Persons set forth on the signature pages hereto and identified as a “Holder” hereto, each of which, together with each other person who holds Registrable Securities who may from time to time become bound hereby in accordance with the terms hereof, is referred to in this Agreement as a “Holder”.
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2020 • GFL Environmental Holdings Inc. • Refuse systems • North Carolina
Employment Agreement made as of the 23rd day of October 2019 (the “Effective Date”), between GFL Environmental Holdings (US) Inc. (the “US Company”) and Gregory Yorston (the “Executive”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 23rd, 2024 • GFL Environmental Inc. • Refuse systems • New York
This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of May 31, 2018, by and among GFL Environmental Inc., a corporation amalgamated and existing under the laws of the Province of Ontario (the “Initial Borrower”), Citibank, N.A., as administrative agent, and Barclays Bank PLC, as collateral agent under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, each, a “Lender”).
GFL ENVIRONMENTAL INC. as Issuer, AND U.S. BANK N.A., as U.S. Trustee ANDFirst Supplemental Indenture • March 12th, 2020 • GFL Environmental Inc. • Refuse systems • New York
FIRST SUPPLEMENTAL INDENTURE dated as of March 5, 2020 (this “Supplemental Indenture”) among GFL ENVIRONMENTAL INC., an Ontario, Canada corporation (the “Company”), and U.S. BANK N.A., a national banking association, as U.S. trustee (the “U.S. Trustee”), and Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee”, and together with the U.S. Trustee, the “Trustees”) supplementing the Indenture dated as of March 5, 2020, between the Company and the U.S. Trustee (the “Base Indenture”).
PURCHASE CONTRACT AGREEMENT Dated as of March 5, 2020 among GFL ENVIRONMENTAL INC., U.S. BANK N.A., as Purchase Contract Agent, as Attorney-in-Fact for the Holders of Equity-Linked Securities from time to time as provided herein and as U.S. Trustee...Purchase Contract Agreement • March 12th, 2020 • GFL Environmental Inc. • Refuse systems • New York
PURCHASE CONTRACT AGREEMENT, dated as of March 5, 2020, among GFL ENVIRONMENTAL INC., an Ontario, Canada corporation (the “Company”), U.S. BANK N.A., a national banking association acting as purchase contract agent and attorney-in-fact for the Holders of Equity-Linked Securities (as defined herein) from time to time (the “Purchase Contract Agent”) and as U.S. trustee (the “U.S. Trustee”) under the Indenture (as defined herein) and Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”) under the Indenture.
CONFIDENTIAL EMPLOYMENT AGREEMENTConfidential Employment Agreement • February 25th, 2020 • GFL Environmental Holdings Inc. • Refuse systems • Ontario
This CONFIDENTIAL EMPLOYMENT AGREEMENT (“Agreement”), dated as of, · is entered into between GFL ENVIRONMENTAL INC. (the “Company”), and PATRICK DOVIGI (the “Executive”).
Underwriting AgreementUnderwriting Agreement • February 25th, 2020 • GFL Environmental Holdings Inc. • Refuse systems • New York
GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 14,000,000 [·]% tangible equity units of the Issuer (the “Units”). The aggregate of 14,000,000 Units to be sold by the Issuer is herein called the “Underwritten
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2019 • GFL Environmental Holdings Inc. • Refuse systems • Ontario
NOW THEREFORE, IN CONSIDERATION OF the premises and mutual covenants herein contained, and in consideration of the Indemnified Party’s service or continued service as Director and/or Officer of the Corporation, the receipt and sufficiency of which consideration is hereby acknowledged, the Corporation and the Indemnified Party do hereby covenant and agree as follows:
GFL ENVIRONMENTAL INC. - and- SEJOSA HOLDINGS INC. - and- COMPUTERSHARE TRUST COMPANY OF CANADA COATTAIL AGREEMENTCoattail Agreement • September 30th, 2019 • GFL Environmental Holdings Inc. • Refuse systems • Ontario
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 12th, 2019 • GFL Environmental Holdings Inc. • Refuse systems • New York
This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of September 30May 31, 20162018, by and among GFL Environmental Inc., a corporation amalgamated and existing under the laws of the Province of Ontario, as the Borrower (the “Borrower”), Citibank, N.A., as administrative agent, and Barclays Bank PLC, as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, each, a “Lender”).
AMENDMENT TO THE FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2024 • GFL Environmental Inc. • Refuse systems
This AMENDMENT TO THE FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as April 28, 2023 (this “Amendment”), by and among GFL Environmental Inc., a corporation amalgamated under the laws of Ontario (together with its successors, the “Corporation”), and each of the Persons set forth on the signature pages hereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Registration Rights Agreement (as defined below).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 25th, 2020 • GFL Environmental Holdings Inc. • Refuse systems • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 19, 2020, among GFL Environmental Inc. 2020 (the “New Guarantor”), a subsidiary of GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), the Issuer, the Guarantors party hereto, and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”) and as notes collateral agent under the Indenture referred to herein (the “Notes Collateral Agent”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 26th, 2021 • GFL Environmental Inc. • Refuse systems • New York
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of December 22, 2020, by and among GFL ENVIRONMENTAL INC., a corporation existing under the laws of Ontario, Canada, as Initial Borrower, GFL ENVIRONMENTAL HOLDINGS (US), INC., a corporation organized under the laws of Delaware, as Co-Borrower, WRANGLER SUPER HOLDCO CORP., a corporation organized under the laws of Delaware (as survivor of the merger with BETTY MERGER SUB INC.)., as Co-Borrower (each Co-Borrower together with the Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), the other Loan Parties party hereto, BARCLAYS BANK PLC, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and each Lender party hereto as a 2020 Refinancing Term Lender (as defined below).
SUPPLEMENTAL INDENTURESupplemental Indenture • February 4th, 2020 • GFL Environmental Holdings Inc. • Refuse systems • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of December 16, 2019, among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), North Andrews Employment Park, LLC, a Maryland limited liability company, Soil Safe, Inc., a Delaware corporation, Soil Safe of California, Inc., a Delaware corporation, South Andrews Employment Park, LLC, a Maryland limited liability company (collectively, the “New Guarantors”), the existing Guarantors party hereto and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”). The New Guarantors and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”
Redacted - personal information] [Redacted - personal information] [Redacted - personal information] [Redacted - personal information] [Redacted - personal information] [Redacted - personal information] [Redacted - personal information] A-Amalgamation...Amalgamation Agreement • March 12th, 2020 • GFL Environmental Inc. • Refuse systems • Ontario
The rights, privileges, restrictions and conditions attached to the subordinate voting shares (the “Subordinate Voting Shares”), the multiple voting shares (the “Multiple Voting Shares”) and the preferred shares (the “Preferred Shares” and, collectively with the Subordinate Voting Shares and Multiple Voting Shares, the “Shares”) of the Company are as follows:
THIRD AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 23rd, 2024 • GFL Environmental Inc. • Refuse systems
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.
INVESTOR RIGHTS AGREEMENT GFL ENVIRONMENTAL INC. and OTPP ENVIRONMENTAL SERVICES TRUST Dated as of March 5, 2020Investor Rights Agreement • March 12th, 2020 • GFL Environmental Inc. • Refuse systems • Ontario
WHEREAS, on the date hereof, the Corporation will consummate an underwritten initial public offering of its Subordinate Voting Shares and tangible equity units (the “Initial Public Offering”); and
GFL Environmental Inc. 100 New Park Place Suite 500 Vaughan, Ontario Canada L4K 0H9Subscription Agreement • August 14th, 2020 • GFL Environmental Inc. • Refuse systems • Ontario
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • September 28th, 2021 • GFL Environmental Inc. • Refuse systems • New York
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 24, 2021, among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), the guarantors party hereto (each, a “Guarantor”, collectively, the “Guarantors”) and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • September 12th, 2019 • GFL Environmental Holdings Inc. • Refuse systems • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 31, 2018, among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (“GFL”), the parties that are signatories hereto as Guarantors (each a “Guarantor” and together the “Guarantors”) and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”).
ContractSupplemental Indenture • February 25th, 2020 • GFL Environmental Holdings Inc. • Refuse systems • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2019, among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), the Guarantors party hereto and Computershare Trust Company, N.A., as trustee (the “Trustee”) and Notes Collateral Agent (the “Notes Collateral Agent”) under the Indenture (as defined below).
