GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.
XXXXXXX XXXXX SPECIALTY LENDING GROUP, L.P.
0000 Xxxxxxxxxx Xxxxx
Irving, Texas 75039
January 9, 2017
00000
Xxxxxxxxx Xxxx
Suite
1203
Milton,
GA 30004
Attention: Xxxx Xxxxxx
Ladies
and Gentlemen:
We
refer to that certain Credit and Guaranty Agreement, dated as of
December 22, 2015, by and among HERE TO SERVE – MISSOURI
WASTE DIVISION, LLC, a Missouri limited liability company
(“HTS
MWD”), HERE TO SERVE – GEORGIA WASTE DIVISION,
LLC, a Georgia limited liability company (“HTS GWD”), BROOKLYN
CHEESECAKE & DESSERT ACQUISITION CORP., a New York corporation
(“BCDA”), MERIDIAN LAND
COMPANY, LLC, a Georgia limited liability company
(“MLC”), CHRISTIAN
DISPOSAL, LLC, a Missouri limited liability company
(“Christian
Disposal”), and FWCD, LLC, a Missouri limited
liability company (“FWCD” and together with
HTS MWD, HTS GWD, BCDA, MLC, and Christian Disposal, the
“Companies” and each, a
“Company”), MERIDIAN WASTE
SOLUTIONS, INC., a New York corporation (“Holdings”) and certain
subsidiaries of Holdings, the Lenders from time to time party
thereto and XXXXXXX XXXXX SPECIALTY LENDING GROUP, L.P., as
administrative agent for the Lenders (in such capacity, the
“Administrative
Agent”), Collateral Agent and Lead Arranger, as
amended by that certain First Amendment to Credit and Guaranty
Agreement, dated as of March 9, 2016 (the “First Amendment”), by
that certain Second Amendment to Credit and Guaranty Agreement,
dated as of July 19, 2016 (the “Second Amendment”), by
that certain Waiver and Amendment Letter, dated August 16, 2016
(the “Third
Amendment”), by that certain Fourth Amendment to
Credit and Guaranty Agreement, dated as of November 11, 2016 (the
“Fourth
Amendment”), and as may be further amended, restated,
supplemented or otherwise modified from time to time, the
“Credit
Agreement”). Capitalized terms defined in the Credit
Agreement are used herein as defined therein.
Waiver
At your
request, the Administrative Agent and Lenders hereby waive the
required mandatory prepayment of the Loans under Section 2.13(c) of
the Credit Agreement with respect to any Cash proceeds received in
connection with the issuance, on or prior to February 28, 2017, of
common stock of Holdings offered pursuant to a Qualified Offering
(as defined in that certain Amended and Restated Warrant
Cancellation and Stock Issuance Agreement, dated as of January 9,
2017, by and between Holdings and Xxxxxxx, Xxxxx & Co. (the
“Warrant
Cancellation”)) under that certain Form S-1
Registration Statement filed with the Securities and Exchange
Commission on September 9, 2016 (as amended by that certain
Amendment No. 1 to Form S-1, filed with the Securities and Exchange
Commission on November 18, 2016, that certain Amendment No. 2 to
Form S-1, filed with the Securities and Exchange Commission on
December 5, 2016, that certain Amendment No. 3 to Form S-1, filed
with the Securities and Exchange Commission on December 12, 2016
and that certain Amendment No. 4 to Form S-1, filed with the
Securities and Exchange Commission on December 12,
2016).
Consents
At your
request and notwithstanding the provisions of Sections 6.5 and 6.20
of the Credit Agreement, the Administrative Agent and Lenders
consent to the payment in full of the Xxxxx Note, on or prior to
February 28, 2017, with Xxxx proceeds received in connection with
the Qualified Offering (as defined in the Warrant
Cancellation).
At your
request and notwithstanding any provision of the Credit Agreement
or other Credit Documents to the contrary, upon satisfaction of the
conditions to effectiveness in Section 1 of the Warrant
Cancellation, the Administrative Agent and Lenders consent to the
cancellation of the Warrants on the terms and conditions set forth
in the Warrant Cancellation.
Nothing
herein, nor any communications among Administrative Agent, any
Lender or any Credit Party shall be deemed a waiver with respect to
any Events of Default, or any waiver of a future failure of any
Credit Party to comply fully with any provision of the Credit
Agreement or any provision of any other Credit Document (including,
but not limited to, any possible future Event of Default of which
the Administrative Agent or any Lender may have been advised).
Without limiting the generality of the foregoing, notwithstanding
the terms of the Second Amendment or that certain Waiver and
Consent Letter, dated as of September 9, 2016, by the
Administrative Agent to Holdings and the Companies, from and after
the date hereof, no additional issuances of Series C Preferred
Stock of Holdings (or any other Capital Stock of Holdings other
than common shares of Capital Stock) shall be permitted without the
prior written consent of the Administrative Agent and Requisite
Lenders.
Except
as expressly provided herein, the Credit Agreement shall continue
in full force and effect, and the waiver and consent set forth
above are limited solely to the matters stated above and shall not
be deemed to be a waiver or amendment of, or consent to departure
from, any other provision of the Credit Agreement. Without limiting
the foregoing, except as expressly provided herein, the
Administrative Agent and Lenders expressly reserve all of their
rights, powers, privileges and remedies under the Credit Agreement,
the other Credit Documents and applicable law. This amendment
letter is a Credit Document. This waiver letter shall be governed
by, and construed in accordance with the internal laws of the State
of New York. Delivery of an executed signature page of this letter
by facsimile transmission or electronic transmission shall be as
effective as delivery of a manually executed counterpart
hereof.
[remainder of page
intentionally left blank]
Very
truly yours,
XXXXXXX
XXXXX SPECIALTY LENDING GROUP, L.P.,
as
Administrative Agent, Lead Arranger and Collateral
Agent
By:
/s/ Xxxxxxx X.
Xxxx
Name:
Xxxxxxx X. Xxxx
Title:
Senior Vice President
XXXXXXX
XXXXX SPECIALTY LENDING HOLDINGS, INC.,
as a
Lender
By:
/s/ Xxxxxxx X.
Xxxx
Name:
Xxxxxxx X. Xxxx
Title:
Senior Vice President
ACKNOWLEDGED
AND AGREED:
HERE
TO SERVE – MISSOURI WASTE DIVISION, LLC
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Manager
MERIDIAN
WASTE SOLUTIONS, INC., as Holdings
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Chief Executive Officer
HERE
TO SERVE – GEORGIA WASTE DIVISION, LLC
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Manager
BROOKLYN
CHEESECAKE & DESSERT ACQUISITION CORP.
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
President
MERIDIAN
LAND COMPANY, LLC
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Manager
CHRISTIAN
DISPOSAL, LLC
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Manager
FWCD,
LLC
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Manager
