AMENDED AND RESTATED OPERATING AGREEMENT OF LIMITED LIABILITY COMPANY OF ADVANCED DISPOSAL SERVICES MIDDLE GEORGIA, LLC
Exhibit 3.104
AMENDED AND RESTATED OPERATING AGREEMENT
OF LIMITED LIABILITY COMPANY OF
ADVANCED DISPOSAL SERVICES MIDDLE GEORGIA, LLC
THIS AMENDED AND RESTATED OPERATING AGREEMENT OF LIMITED LIABILITY COMPANY OF ADVANCED DISPOSAL SERVICES MIDDLE GEORGIA, LLC (this “Operating Agreement”) is created this 29th day of March, 2002, by Advanced Disposal Services, LLC (the “Member”).
ARTICLE 1
The following capitalized terms shall have the meanings specified in this Article 1. Other terms are defined in the text of this Operating Agreement; and, throughout this Operating Agreement, those terms shall have the meanings respectively ascribed to them.
“Act” means the Georgia Limited Liability Company Act, as amended from time to time.
“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.
“Company” means the limited liability company organized in accordance with this Operating Agreement.
“Secretary of State” means the Secretary of State of the State of Georgia.
“Interest” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company.
“Member” means the Person signing this Operating Agreement and any Person who subsequently becomes a member of the Company.
“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.
“Operating Agreement” means this Amended and Restated Operating Agreement of Limited Liability Company of Advanced Disposal Services Middle Georgia, LLC, a Georgia limited liability company, as amended from time to time.
“Percentage Interest” means, with respect to any Member as of any date, the ratio (expressed as a percentage) of the number of Units held by such Member on such date to the aggregate Units held by all Members on such date.
“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.
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“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.
“Treasury Regulations” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.
“Successor” means all Persons to whom all or any part of an Interest is transferred either because of (a) the sale or gift by the Member of all or any part of the Member’s Interest, or (b) the Member dies and the Persons are the Member’s personal representatives, heirs, or legatees.
“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.
“Units” means an ownership interest in the Company, including any and all benefits to which the holder of such Units may be entitled as provided in this Operating Agreement, together with all obligations of such person to comply with the terms and conditions of this Operating Agreement.
ARTICLE 2
FORMATION AND NAME; OFFICE; PURPOSE; TERM
2.2 Name of the Company. The name of the Company shall be: ADVANCED DISPOSAL SERVICES MIDDLE GEORGIA, LLC. The Company may do business under that name and under any other name or names upon which the Member may, in the sole discretion of the Member, determine. If the Company does business under a name other than that set forth in its Certificate of Formation, then the Company shall file a fictitious name registration as required by law.
2.6 Registered Agent/Registered Office. The name and street address of the registered agent and the registered office of the Company in the State of Georgia shall be Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxx Xxxxxx, Xxxxxxx 00000.
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ARTICLE 3
3.4 Capital Accounts. A capital account shall be maintained by the Company for the Member.
ARTICLE 4
4.3 Certificates. Certificates evidencing Units (“Certificates”) shall be consistent with the form required by the laws of Georgia and this Operating Agreement. The Company shall issue to each Member one or more Certificates signed by the appropriate officers of the Company. Certificates shall be consecutively numbered and shall be entered in the books and records of the Company as they are issued and shall exhibit the holder’s name and the number of Units.
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ARTICLE 5
PROFIT, LOSS, AND DISTRIBUTIONS
5.2 Allocation of Profit or Loss. All Profit or Loss shall be allocated to the Member.
ARTICLE 6
MANAGEMENT: RIGHTS, POWERS, AND DUTIES
6.2 Officers. The Company shall have such officers as may be designated by the Member from time to time, who shall act as agents of the Company, who shall have such powers as are usually exercised by comparably designated officers of a Georgia corporation and who shall have the power to bind the Company through the exercise of such powers, to the extent consistent with the terms hereof. The officers designated and/or confirmed shall, unless and until removed from office, act as agents of the Company.
ARTICLE 7
ARTICLE 8
DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY
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ARTICLE 9
BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS
9.1 Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Member shall unanimously determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.
9.2 Books and Records. The Member shall not be required to keep or cause to be kept complete and accurate books and records of the Company nor supporting documentation of the transactions with respect to the conduct of the Company’s business. The books and records, if any, shall be maintained in accordance with sound accounting principles and practices.
9.3 Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.
9.4 Disregarded Entity. The Member intends that for as long as the Company has a single Member the Company will be treated as a disregarded entity for any and all purposes under the Code and Treasury Regulations.
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ARTICLE 10
SOLE MEMBER:
ADVANCED DISPOSAL SERVICES, LLC
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President
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OMNIBUS AMENDMENT TO OPERATING AGREEMENTS
This OMNIBUS AMENDMENT TO OPERATING AGREEMENTS (this “Omnibus Amendment”) is dated as of February , 2010, and is made by the parties signatory hereto and amends those operating agreements set forth on Schedule I hereto (each, an “Operating Agreement” and, collectively, the “Operating Agreements”).
NOW THEREFORE, the sole member of each of the Companies does hereby agree as follows:
1. The definition of “Successor” set forth in Article 1 of each of the Operating Agreements is hereby amended to read in its entirety as follows:
“Successor” means any Person to whom all or any part of an Interest is Transferred in accordance with the terms hereof.
2. The definition of “Transfer” set forth in Article 1 of each of the Operating Agreements is hereby amended to read in its entirety as follows:
“Transfer” means, when used as a noun, (a) any voluntary sale, hypothecation, pledge, assignment, attachment or other transfer of any Interest, and (b) any transfer of any Interest initiated by a lender in connection with the enforcement of its rights under a senior credit facility that is secured, in whole or in part, by a pledge of such Interest, and, when used as a verb, (x) to voluntarily sell, hypothecate, pledge, assign or otherwise transfer any Interest, and (y) with respect to any lender, to sell, hypothecate, pledge, assign or otherwise transfer any Interest in connection with the enforcement of such lender’s rights under any senior credit facility that is secured, in whole or in part, by a pledge of such Interest.
3. Article 7 of each of the Operating Agreements is hereby amended is amended to add the following new Section 7.3 at the end thereof:
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4. Capitalized terms used and not defined herein shall have the definitions given in the applicable Operating Agreement.
5. Except as herein amended, each Operating Agreement shall remain in full force and effect and this Omnibus Amendment shall be incorporated therein and made part thereof.
[Signature Page Follows]
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Advanced Disposal Services, Inc.
By:
Xxxxxx X. Xxxx
Vice President
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SCHEDULE I
OPERATING AGREEMENTS
1. Advanced Disposal Recycling Services, LLC
Operating Agreement of Advanced Disposal Recycling Services, LLC
2. Advanced Disposal Recycling Services Gulf Coast, LLC
Operating Agreement of Advanced Disposal Recycling Services Gulf Coast, LLC
3. Advanced Disposal Services Alabama, LLC
Amended and Restated Operating Agreement of Advanced Disposal Services Alabama, LLC
4. Advanced Disposal Services Alabama CATS, LLC
Operating Agreement of Advanced Disposal Services Alabama CATS, LLC
5. Advanced Disposal Services Alabama EATS, LLC
Operating Agreement of Advanced Disposal Services Alabama EATS, LLC
6. Advanced Disposal Services Alabama Holdings, LLC
Amended and Restated Operating Agreement of Advanced Disposal Services Alabama Holdings, LLC
7. Advanced Disposal Services ASW, LLC
Operating Agreement of Advanced Disposal Services ASW, LLC
8. Advanced Disposal Services Atlanta, LLC
Amended and Restated Operating Agreement of Advanced Disposal Services Atlanta, LLC
9. Advanced Disposal Services Augusta, LLC
Operating Agreement of Advanced Disposal Services Augusta, LLC
10. Advanced Disposal Services Carolinas, LLC
Operating Agreement of Advanced Disposal Services Carolinas, LLC
11. Advanced Disposal Services Carolinas Holdings, LLC
Operating Agreement of Advanced Disposal Services Carolinas Holdings, LLC
12. Advanced Disposal Services Central Florida, LLC
Operating Agreement of Advanced Disposal Services Central Florida, LLC
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13. Advanced Disposal Services Xxxx County Recycling Facility, LLC
Operating Agreement of Advanced Disposal Services Xxxx County Recycling Facility, LLC
14. Advanced Disposal Services Xxxx County Transfer Station, LLC
Operating Agreement of Advanced Disposal Services Xxxx County Transfer Station, LLC
15. Advanced Disposal Services Georgia Holdings, LLC
Operating Agreement of Advanced Disposal Services Georgia Holdings, LLC
16. Advanced Disposal Services Gulf Coast, LLC
Operating Agreement of Advanced Disposal Services Gulf Coast, LLC
17. Advanced Disposal Services Gwinnett Transfer Station, LLC
Operating Agreement of Advanced Disposal Services Gwinnett Transfer Station, LLC
18. Advanced Disposal Services Xxxxxxx County, LLC
Operating Agreement of Advanced Disposal Services Xxxxxxx County, LLC
19. Advanced Disposal Services Xxxxxxx, LLC
Operating Agreement of Advanced Disposal Services Xxxxxxx, LLC
20. Advanced Disposal Services Jacksonville, LLC
Second Amended Operating Agreement of Advanced Disposal Services Jacksonville, LLC
21. Advanced Disposal Services Xxxxx Road, LLC
Operating Agreement of Advanced Disposal Services Xxxxx Road, LLC
22. Advanced Disposal Services Macon, LLC
Amended and Restated Operating Agreement of Advanced Disposal Services Macon, LLC
23. Advanced Disposal Services Mid-South, LLC
Operating Agreement of Advanced Disposal Services Mid-South, LLC
24. Advanced Disposal Services Middle Tennessee, LLC
Operating Agreement of Advanced Disposal Services Middle Tennessee, LLC
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25. Advanced Disposal Services Mississippi, LLC
Operating Agreement of Advanced Disposal Services Mississippi, LLC
26. Advanced Disposal Services North Florida, LLC
Operating Agreement of Advanced Disposal Services North Florida, LLC
27. Advanced Disposal Services North Georgia, LLC
Operating Agreement of Advanced Disposal Services North Georgia, LLC
28. Advanced Disposal Services Pasco County, LLC
Operating Agreement of Advanced Disposal Services Pasco County, LLC
29. Advanced Disposal Services Xxxxxx Lake, LLC
Operating Agreement of Advanced Disposal Services Xxxxxx Lake, LLC
30. Advanced Disposal Services Smyrna Transfer Station, LLC
Operating Agreement of Advanced Disposal Services Smyrna Transfer Station, LLC
31. Advanced Disposal Services Southside Materials Recovery Station, LLC
Operating Agreement of Advanced Disposal Services Southside Materials Recovery Station, LLC
32. Advanced Disposal Services Stateline, LLC
Operating Agreement of Advanced Disposal Services Stateline, LLC
33. All Star Waste Systems, LLC
Operating Agreement of All Star Waste Systems, LLC
34. Arrow Disposal Service, LLC
Operating Agreement of Arrow Disposal Service, LLC
35. Cartersville Transfer Station, LLC, d/b/a Riverside Transfer Station
Operating Agreement of Cartersville Transfer Station, LLC, d/b/a Riverside Transfer Station
36. Xxxxxxxxx Mill C&D Landfill, LLC
Operating Agreement of Xxxxxxxxx Mill C&D Landfill, LLC
37. Coastal Recyclers Landfill, LLC
Operating Agreement of Coastal Recyclers Landfill, LLC
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38. Coastal Recyclers Transfer Station, LLC
Operating Agreement of Coastal Recyclers Transfer Station, LLC
39. Container & Compactors Services, LLC
Operating Agreement of Container & Compactors Services, LLC
40. Doraville Transfer Station, LLC
Operating Agreement of Doraville Transfer Station, LLC
41. Eagle Point Landfill, LLC
Operating Agreement of Eagle Point Landfill, LLC
42. Firetower Landfill, LLC
Operating Agreement of Firetower Landfill, LLC
43. Hall County Transfer Station, LLC
Operating Agreement of Hall County Transfer Station, LLC
44. Hidden Acres Land Company, LLC
Operating Agreement of Hidden Acres Land Company, LLC
45. Nassau County Landfill, LLC
Operating Agreement of Nassau County Landfill, LLC
46. Old Kings Road Solid Waste, LLC
Operating Agreement of Old Kings Road Solid Waste, LLC
47. Old Kings Road, LLC
Operating Agreement of Old Kings Road, LLC
48. Stone’s Throw Landfill, LLC
Amended and Restated Operating Agreement of Stone’s Throw Landfill, LLC
49. Turkey Trot Landfill, LLC
Operating Agreement of Turkey Trot Landfill, LLC
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50. Welcome All Transfer Station, LLC
Operating Agreement of Welcome All Transfer Station, LLC
51. Wolf Creek Landfill, LLC
Operating Agreement of Wolf Creek Landfill, LLC
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SCHEDULE II
COMPANIES
1. Advanced Disposal Recycling Services, LLC
2. Advanced Disposal Recycling Services Gulf Coast, LLC
3. Advanced Disposal Services Alabama, LLC
4. Advanced Disposal Services Alabama CATS, LLC
5. Advanced Disposal Services Alabama EATS, LLC
6. Advanced Disposal Services Alabama Holdings, LLC
7. Advanced Disposal Services ASW, LLC
8. Advanced Disposal Services Atlanta, LLC
9. Advanced Disposal Services Augusta, LLC
10. Advanced Disposal Services Carolinas, LLC
11. Advanced Disposal Services Carolinas Holdings, LLC
12. Advanced Disposal Services Central Florida, LLC
13. Advanced Disposal Services Xxxx County Recycling Facility, LLC
14. Advanced Disposal Services Xxxx County Transfer Station, LLC
15. Advanced Disposal Services Georgia Holdings, LLC
16. Advanced Disposal Services Gulf Coast, LLC
17. Advanced Disposal Services Gwinnett Transfer Station, LLC
18. Advanced Disposal Services Xxxxxxx County, LLC
19. Advanced Disposal Services Xxxxxxx, LLC
20. Advanced Disposal Services Jacksonville, LLC
21. Advanced Disposal Services Xxxxx Road, LLC
22. Advanced Disposal Services Macon, LLC
23. Advanced Disposal Services Mid-South, LLC
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24. Advanced Disposal Services Middle Tennessee, LLC
25. Advanced Disposal Services Mississippi, LLC
26. Advanced Disposal Services North Florida, LLC
27. Advanced Disposal Services North Georgia, LLC
28. Advanced Disposal Services Pasco County, LLC
29. Advanced Disposal Services Xxxxxx Lake, LLC
30. Advanced Disposal Services Smyrna Transfer Station, LLC
31. Advanced Disposal Services Southside Materials Recovery Station, LLC
32. Advanced Disposal Services Stateline, LLC
33. All Star Waste Systems, LLC
34. Arrow Disposal Service, LLC
35. Cartersville Transfer Station, LLC, d/b/a Riverside Transfer Station
36. Xxxxxxxxx Mill C&D Landfill, LLC
37. Coastal Recyclers Landfill, LLC
38. Coastal Recyclers Transfer Station, LLC
39. Container & Compactors Services, LLC
40. Doraville Transfer Station, LLC
41. Eagle Point Landfill, LLC
42. Firetower Landfill, LLC
43. Hall County Transfer Station, LLC
44. Hidden Acres Land Company, LLC
45. Nassau County Landfill, LLC
46. Old Kings Road Solid Waste, LLC
47. Old Kings Road, LLC
48. Stone’s Throw Landfill, LLC
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49. Turkey Trot Landfill, LLC
50. Welcome All Transfer Station, LLC
51. Wolf Creek Landfill, LLC
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