Contract
Exhibit 10.2
PARTIAL WAIVER To AMENDMENT No. 3, dated as of August 4, 2016 (this “Partial Waiver”), to the Credit Agreement dated as of October 9, 2012, among Advanced Disposal Services, Inc., a Delaware corporation (f/k/a ADS Waste Holdings, Inc., the “Borrower”), Advanced Disposal Waste Holdings Corp., a Delaware corporation (“Intermediate Holdings”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Deutsche Bank Trust Company Americas, as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), Issuing Bank and Swing Line Lender (as amended as of February 8, 2013, February 14, 2014, February 4, 2016 and as may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, in accordance with Section 2.27 of the Credit Agreement, each Revolving Credit Lender previously indicated it wished to extend the maturity of its Revolving Credit Commitments and Revolving Loans under the Credit Agreement by consummating the Revolver Maturity Amendment (as defined in that certain Amendment No. 3 to the Credit Agreement, dated as of February 4, 2016, “Amendment No. 3”) on the terms, and subject to the conditions as set forth in Amendment No. 3;
WHEREAS, in accordance with Section 9.08(b) of the Credit Agreement, which permits amendments to Section 6.13 with the written consent of the Revolving Credit Lenders holding a majority of the Revolving Credit Commitments (such Lenders, the “Required RCF Lenders”), each Revolving Credit Lender previously indicated it wanted to amend the provisions of Section 6.13 of the Credit Agreement on the terms, and subject to the conditions, as set forth in Amendment No. 3 (such amendments to such Section 6.13 as set forth in Amendment No. 3, the “Financial Covenant Amendment”);
WHEREAS, prior to the effectiveness of this Partial Waiver, the consummation of the Revolver Maturity Amendment and the Financial Covenant Amendment, in each case, has been conditioned upon satisfaction of the conditions set forth in Section 4 of Amendment No. 3 (the “Outstanding Conditions”);
WHEREAS, each Revolving Credit Lender party hereto (each a “Consenting Revolving Credit Lender”) would like to (i) waive the Outstanding Conditions with respect to the Revolver Maturity Amendment solely as it pertains to the Revolving Loans and Revolving Credit Commitments of each such Consenting Revolving Credit Lender party hereto (and the Revolving Credit Commitments and Revolving Loans of any such Consenting Revolving Lender, the “Extended Revolving Credit Commitments” and the “Extended Revolving Loans”), (ii) waive the Outstanding Conditions with respect to the Financial Covenant Amendment and (iii) amend Section 6.13 of the Credit Agreement; in each case, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Partial Waiver and Amendment. Effective as of the Partial Waiver Date (as defined below), subject to Section 3 hereof,
(a) the Outstanding Conditions are hereby waived by each Consenting Revolving Credit Lender solely with respect to (i) the Revolver Maturity Amendment and solely with respect to each such Consenting Revolving Credit Lender’s respective Revolving Credit Commitments and Revolving Loans and (ii) the Financial Covenant Amendment.
(b) For the avoidance of doubt, (i) the Revolver Maturity Amendment with respect to any Revolving Credit Lender (and its Revolving Credit Commitments and Revolving Loans) that is party to Amendment No. 3, but is not a party to this Partial Waiver (each a “Non-Consenting Revolving Credit Lender” and the Revolving Credit Commitments and Revolving Loans of any such Non-Consenting Revolving Lender, the “Non-Extended Revolving Credit Commitments” and the “Non-Extended Revolving Loans”) and (ii) the amending and restating of portions of Schedules 2.01(a) and (b) of the Credit Agreement, as set forth on Schedules I and II to Amendment No. 3, respectively; shall remain, in each case, subject to satisfaction of the Outstanding Conditions. The Extended Revolving Credit Commitments and Extended Revolving Loans shall be deemed to be a different Class than the Non-Extended Revolving Credit Commitments and the Non-Extended Revolving Loans until the date on which the Outstanding Conditions have been satisfied (the “Outstanding Conditions Date”) and thereafter the Non-Extended Revolving Credit Commitments and Non-Extended Revolving Loans shall become Extended Revolving Loans and Extended Revolving Commitments; provided that the Extended Revolving Credit Commitments and Extended Revolving Loans and the Non-Extended Revolving Credit Commitments and Non-Extended Revolving Loans (x) will vote as a single Class for purposes of any amendments or waivers under the Loan Documents other than any such amendment or waiver that disproportionately and adversely impacts the Extended Revolving Credit Commitments and Extended Revolving Loans or the Non-Extended Revolving Credit Commitments and Non-Extended Revolving Loans, (y) will share ratably in any Borrowings and participations in Letters of Credit and (z) will share ratably in any prepayment of Revolving Loans other than any prepayment in connection with the maturity or termination of the Non-Extended Revolving Credit Commitments and Non-Extended Revolving Loans.
(c) On and after the Outstanding Conditions Date, Revolving Loans of each Revolving Credit Lender shall be made and repaid as directed by the Administrative Agent in a manner such that, after giving effect thereto, the Revolving Loans will be held pro rata among the Revolving Credit Lenders in accordance with their Pro Rata Percentage of the Revolving Credit Commitments.
(d) On or prior to the date that is 30 days after the Partial Waiver Date, any Non-Consenting Lender may become a Consenting Lender by submitting a Consent to the Administrative Agent (a “Post-Partial Waiver Date Consent”). Upon delivery of a Post-Partial Waiver Date Consent, such Lender’s Non-Extended Revolving Credit Commitments and Non-Extended Revolving Loans shall be deemed to be Extended Revolving Credit Commitments and Extended Revolving Loans for all purposes under the Credit Agreement.
(e) In addition, each Consenting Revolving Credit Lender hereby agrees, subject to Section 3 hereof, in the event that the Outstanding Conditions Date has not occurred on or prior to February 15, 2017, then the table appearing at the end of Section 6.13 of the Credit Agreement shall automatically be amended and restated as follows:
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Fiscal Quarter Ending |
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Maximum Total Leverage Ratio |
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December 31, 2015 through December 31, 2016 |
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6.50:1.00 |
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January 1, 2017 through June 30, 2017 |
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6.25:1.00 |
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July 1, 2017 through September 30, 2017 |
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6.125:1.00 |
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October 1, 2017 and thereafter |
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6.00:1.00 |
Section 2. Representations and Warranties, No Default. The Borrower hereby represents and warrants that as of the Partial Waiver Date, after giving effect to the Partial Waiver set forth herein and the Revolver Maturity Amendment and the Financial Covenant Amendment in Amendment No. 3 on the Partial Waiver Date, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties contained in the Credit Agreement are true and correct in all material respects (except that any representation or warranty that is already qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.
Section 3. Partial Waiver Date. This Partial Waiver shall be in full force and effect on the date (such date, if any, the “Partial Waiver Date”) that the following conditions have been satisfied:
(i) Consents. The Administrative Agent shall have received from the Borrower, Intermediate Holdings and the other Guarantors, executed signature pages hereto and consents substantially in the form of Exhibit A hereto (each such consent, a “Consent”) from (i) Revolving Credit Lenders constituting the Required RCF Lenders and (ii) each Revolving Credit Lender that wishes to consent to this Partial Waiver;
(ii) Fees. The Administrative Agent shall have received all fees required to be paid hereunder, and all expenses for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Partial Waiver Date.
(iii) Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated the Partial Waiver Date certifying that (a) all representations and warranties are true and correct in all material respects (except that any representation or warranty that is already qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Partial Waiver Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (b) no Event of Default or event which with the giving of notice or lapse of time or both would be an Event of Default, has occurred and is continuing as of the Partial Waiver Date.
Section 4. Counterparts. This Partial Waiver may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when
so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Partial Waiver by facsimile, .pdf or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 5. Applicable Law.
(a) THIS PARTIAL WAIVER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS PARTIAL WAIVER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS PARTIAL WAIVER OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS PARTIAL WAIVER, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY AND NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND BY EXECUTION AND DELIVERY OF THIS PARTIAL WAIVER, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PARTIAL WAIVER OR ANY OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PARTIAL WAIVER IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 9.01 OF EXHIBIT A HERETO. NOTHING IN THIS PARTIAL WAIVER WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
Section 6. Headings. The headings of this Partial Waiver are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 7. Reaffirmation. Each Loan Party hereby expressly acknowledges the terms of this Partial Waiver and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Partial Waiver and the transactions contemplated hereby and (ii) its Guarantee of the Obligations under the Guarantee
and Collateral Agreement, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Security Documents.
Section 8. Effect of Partial Waiver. Except as expressly set forth herein, (i) this Partial Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, Collateral Agent, any other Agent or the Issuing Bank, in each case under the Credit Agreement or any other Loan Document (including Amendment No. 3), and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document (including Amendment No. 3). Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document (including Amendment No. 3) is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. From and after the Partial Waiver Date, this Partial Waiver shall constitute a Loan Document for purposes of the Credit Agreement and, from and after the Partial Waiver, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Partial Waiver. Each of the Loan Parties party hereto hereby consents to Partial Waiver and the Borrower confirms that all of its obligations under the Loan Documents shall continue to apply to the Credit Agreement and Amendment No. 3, as amended, waived or modified hereby, as the case may be.
Section 9. WAIVER OF RIGHT TO TRIAL BY JURY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS PARTIAL WAIVER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS PARTIAL WAIVER OR IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS PARTIAL WAIVER OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS PARTIAL WAIVER, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY (a) AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS PARTIAL WAIVER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY; (b) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (c) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS PARTIAL
WAIVER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Partial Waiver to be duly executed by their respective authorized officers as of the day and year first above written.
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Borrower | ||||
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By: |
/s/ Xxxx Xxxxxxxxx | |||
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Name: |
Xxxx Xxxxxxxxx | ||
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Title: |
Chief Accounting Officer, Assistant | ||
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Treasurer | |||
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ADVANCED DISPOSAL WASTE HOLDINGS | ||||
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CORP., as Intermediate Holdings | ||||
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By: |
/s/ Xxxx Xxxxxxxxx | |||
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Name: |
Xxxx Xxxxxxxxx | ||
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Title: |
Chief Accounting Officer, Assistant | ||
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Treasurer | |||
[Signature Page to ADS – Partial Waiver to Amendment No. 3 to Credit Agreement]
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ADS RENEWABLE ENERGY - EAGLE POINT, LLC | |
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ADS RENEWABLE ENERGY - STONES THROW, LLC | |
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ADS RENEWABLE ENERGY - WOLF CREEK, LLC | |
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ADS SOLID WASTE OF NJ, INC. | |
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ADVANCED DISPOSAL RECYCLING SERVICES | |
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ATLANTA, LLC | |
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ADVANCED DISPOSAL RECYCLING SERVICES GULF | |
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COAST, LLC | |
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ADVANCED DISPOSAL SERVICES MOBILE | |
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TRANSFER STATION, LLC | |
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ADVANCED DISPOSAL SERVICES ALABAMA CATS, | |
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LLC | |
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ADVANCED DISPOSAL SERVICES ALABAMA EATS, | |
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LLC | |
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ADVANCED DISPOSAL SERVICES ALABAMA | |
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HOLDINGS, LLC | |
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ADVANCED DISPOSAL SERVICES ALABAMA, LLC | |
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ADVANCED DISPOSAL SERVICES ARBOR HILLS | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES ATLANTA, LLC | |
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ADVANCED DISPOSAL SERVICES AUGUSTA, LLC | |
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ADVANCED DISPOSAL SERVICES BILOXI MRF, LLC | |
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ADVANCED DISPOSAL SERVICES BIRMINGHAM, INC. | |
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ADVANCED DISPOSAL SERVICES BLACKFOOT | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES BLUE RIDGE | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES CAROLINAS, LLC | |
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ADVANCED DISPOSAL SERVICES CEDAR HILL | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES CENTRAL | |
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FLORIDA, LLC | |
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ADVANCED DISPOSAL SERVICES CHESTNUT | |
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VALLEY LANDFILL, LLC | |
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ADVANCED DISPOSAL SERVICES XXXX COUNTY | |
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RECYCLING FACILITY, LLC | |
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ADVANCED DISPOSAL SERVICES XXXX COUNTY | |
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TRANSFER STATION, LLC | |
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ADVANCED DISPOSAL SERVICES CRANBERRY | |
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CREEK LANDFILL, LLC | |
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ADVANCED DISPOSAL SERVICES CYPRESS ACRES | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES EAGLE BLUFF | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES EAST, INC. | |
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ADVANCED DISPOSAL SERVICES EASTERN PA, INC. | |
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ADVANCED DISPOSAL SERVICES EMERALD PARK | |
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LANDFILL, LLC, each of the above-listed entities, as a Guarantor | |
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By: |
/s/ Xxxx Xxxxxxxxx |
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Name: Xxxx Xxxxxxxxx |
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Title: Chief Accounting Officer, Assistant Treasurer |
[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]
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ADVANCED DISPOSAL SERVICES EVERGREEN | ||
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LANDFILL, INC. | ||
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ADVANCED DISPOSAL SERVICES GLACIER RIDGE | ||
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LANDFILL, LLC | ||
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ADVANCED DISPOSAL SERVICES GREENTREE | ||
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LANDFILL, LLC | ||
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ADVANCED DISPOSAL SERVICES GULF COAST, LLC | ||
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ADVANCED DISPOSAL SERVICES GWINNETT | ||
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TRANSFER STATION, LLC | ||
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ADVANCED DISPOSAL SERVICES XXXXXXX | ||
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COUNTY, LLC | ||
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ADVANCED DISPOSAL SERVICES HICKORY | ||
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XXXXXXX LANDFILL, LLC | ||
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ADVANCED DISPOSAL SERVICES HOOSIER | ||
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LANDFILL, INC. | ||
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ADVANCED DISPOSAL SERVICES XXXXXXX, LLC | ||
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ADVANCED DISPOSAL SERVICES JACKSONVILLE, | ||
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LLC | ||
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ADVANCED DISPOSAL SERVICES XXXXX ROAD, LLC | ||
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ADVANCED DISPOSAL SERVICES LANCASTER | ||
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LANDFILL, LLC | ||
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ADVANCED DISPOSAL SERVICES LITHONIA | ||
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TRANSFER STATION, LLC | ||
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ADVANCED DISPOSAL SERVICES MACON, LLC | ||
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ADVANCED DISPOSAL SERVICES MAGNOLIA RIDGE | ||
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LANDFILL, LLC | ||
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ADVANCED DISPOSAL SERVICES MALLARD RIDGE | ||
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LANDFILL, INC. | ||
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ADVANCED DISPOSAL SERVICES MAPLE HILL | ||
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LANDFILL, INC. | ||
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ADVANCED DISPOSAL SERVICES MIDDLE GEORGIA, | ||
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LLC | ||
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ADVANCED DISPOSAL SERVICES MIDWEST, LLC | ||
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ADVANCED DISPOSAL SERVICES MILLEDGEVILLE | ||
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TRANSFER STATION, LLC | ||
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ADVANCED DISPOSAL SERVICES MISSISSIPPI | ||
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HOLDINGS, INC. | ||
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ADVANCED DISPOSAL SERVICES MISSISSIPPI, LLC | ||
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ADVANCED DISPOSAL SERVICES XXXXXXXX | ||
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LANDFILL, INC. | ||
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ADVANCED DISPOSAL SERVICES NATIONAL | ||
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ACCOUNTS HOLDINGS, INC. | ||
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ADVANCED DISPOSAL SERVICES NATIONAL | ||
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ACCOUNTS, INC. | ||
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ADVANCED DISPOSAL SERVICES NATIONAL | ||
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ACCOUNTS, LLC | ||
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ADVANCED DISPOSAL SERVICES NORTH ALABAMA | ||
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LANDFILL, LLC, each of the above-listed entities, as a Guarantor | ||
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By: |
/s/ Xxxx Xxxxxxxxx | |
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Name: |
Xxxx Xxxxxxxxx |
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Title: |
Chief Accounting Officer, Assistant Treasurer |
[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]
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ADVANCED DISPOSAL SERVICES NORTH GEORGIA, | |
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LLC | |
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ADVANCED DISPOSAL SERVICES OAK RIDGE | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES ORCHARD HILLS | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES PASCO COUNTY, | |
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LLC | |
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ADVANCED DISPOSAL SERVICES PECAN ROW | |
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LANDFILL, LLC | |
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ADVANCED DISPOSAL SERVICES PONTIAC | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES RENEWABLE | |
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ENERGY, LLC | |
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ADVANCED DISPOSAL SERVICES XXXXXX LAKE, LLC | |
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ADVANCED DISPOSAL SERVICES ROLLING HILLS | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES SELMA TRANSFER | |
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STATION, LLC | |
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ADVANCED DISPOSAL SERVICES SEVEN MILE | |
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CREEK LANDFILL, LLC | |
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ADVANCED DISPOSAL SERVICES SMYRNA | |
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TRANSFER STATION, LLC | |
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ADVANCED DISPOSAL SERVICES SOLID WASTE | |
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LEASING CORP. | |
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ADVANCED DISPOSAL SERVICES SOLID WASTE | |
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MIDWEST, LLC | |
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ADVANCED DISPOSAL SERVICES SOLID WASTE | |
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SOUTHEAST, INC. | |
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ADVANCED DISPOSAL SERVICES SOUTH CAROLINA, | |
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LLC | |
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ADVANCED DISPOSAL SERVICES SOUTH, LLC | |
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ADVANCED DISPOSAL SERVICES STAR RIDGE | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES STATELINE, LLC | |
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ADVANCED DISPOSAL SERVICES XXXXXX | |
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LANDFILL, INC. | |
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ADVANCED DISPOSAL SERVICES XXXXXX COUNTY | |
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LANDFILL, LLC | |
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ADVANCED DISPOSAL SERVICES TENNESSEE | |
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HOLDINGS, INC. | |
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ADVANCED DISPOSAL SERVICES TENNESSEE, LLC | |
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ADVANCED DISPOSAL SERVICES VALLEY | |
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XXXXXXX LANDFILL, LLC | |
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ADVANCED DISPOSAL SERVICES VALLEY VIEW | |
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LANDFILL, INC., each of the above-listed entities, as a Guarantor | |
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By: |
/s/ Xxxx Xxxxxxxxx |
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Name: Xxxx Xxxxxxxxx |
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Title: Chief Accounting Officer, Assistant Treasurer |
[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]
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ADVANCED DISPOSAL SERVICES XXXXX RUBBISH | ||
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REMOVAL, INC. | ||
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ADVANCED DISPOSAL SERVICES XXXXX SOLID | ||
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WASTE, INC. | ||
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ADVANCED DISPOSAL SERVICES XXXXX COUNTY | ||
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LANDFILL, INC. | ||
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ADVANCED DISPOSAL SERVICES WESTERN PA, INC. | ||
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ADVANCED DISPOSAL SERVICES ZION LANDFILL, | ||
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INC. | ||
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BATON ROUGE RENEWABLE ENERGY LLC | ||
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BURLINGTON TRANSFER STATION, INC. | ||
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CARTERSVILLE TRANSFER STATION, LLC | ||
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XXXXXXXXX MILL C&D LANDFILL, LLC | ||
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CHAMPION TRANSFER STATION, LLC | ||
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COMMUNITY REFUSE SERVICE, LLC. | ||
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XXXXXX TRANSFER STATION, LLC. | ||
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DORAVILLE TRANSFER STATION, LLC | ||
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EAGLE POINT LANDFILL, LLC | ||
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ECO-SAFE SYSTEMS, LLC | ||
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F.D.S. DISPOSAL II, LLC | ||
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HALL COUNTY TRANSFER STATION, LLC | ||
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HARMONY LANDFILL, LP | ||
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HIGHSTAR ROYAL OAKS I, INC. | ||
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HIGHSTAR ROYAL OAKS II, INC. | ||
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XXXXXX TRANSFER STATION, LLC | ||
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HWSTAR HOLDINGS CORP. | ||
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IWSTAR WASTE HOLDINGS CORP. | ||
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XXXXX ROAD LANDFILL AND RECYCLING, LTD. | ||
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LAND AND GAS RECLAMATION, INC. | ||
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LANDSOUTH, INC. | ||
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MORETOWN LANDFILL, INC. | ||
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XXXXXXXXX LANDFILL, LLC | ||
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NASSAU COUNTY LANDFILL, LLC | ||
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NEWS MA HOLDINGS, INC. | ||
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NEWS MID-ATLANTIC HOLDINGS, INC. | ||
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NEWS NORTH EAST HOLDINGS, INC. | ||
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NEWSTAR WASTE HOLDINGS CORP. | ||
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NORTH EAST WASTE SERVICES, INC. | ||
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NORTH EAST WASTE TRANSPORT, INC. | ||
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OLD KINGS ROAD SOLID WASTE, LLC | ||
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OLD KINGS ROAD, LLC | ||
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XXXXXX SANITATION II, INC. | ||
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PASCO LAKES INC. | ||
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PDC DISPOSAL CO., INC. | ||
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SOUTH XXXXXX LANDFILL, LLC | ||
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SOUTH SUBURBAN, LLC | ||
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SSI SOUTHLAND HOLDINGS, INC. | ||
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ST. JOHNSBURY TRANSFER STATION, INC., each of the above-listed entities, as a Guarantor | ||
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By: |
/s/ Xxxx Xxxxxxxxx | |
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Name: |
Xxxx Xxxxxxxxx |
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Title: |
Chief Accounting Officer, Assistant Treasurer |
[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]
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DEUTSCHE BANK TRUST COMPANY | ||||
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AMERICAS, as Administrative Agent and Collateral Agent | ||||
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By: |
/s/ Xxxx Xxxxxx | |||
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Name: |
Xxxx Xxxxxx | ||
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Title: |
Managing Director | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |||
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Name: |
Xxxxxxx Xxxxxxx | ||
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Title: |
Vice President | ||
[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]
EXHIBIT A
CONSENT TO PARTIAL WAIVER TO AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
CONSENT (this “Consent”) to Partial Waiver to Amendment No. 3 (“Partial Waiver”) to that certain Credit Agreement dated as of October 9, 2012, among Advanced Disposal Services, Inc., a Delaware corporation (f/k/a ADS Waste Holdings, Inc., the “Borrower”), Advanced Disposal Waste Holdings Corp., a Delaware corporation (“Intermediate Holdings”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Deutsche Bank Trust Company Americas, as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), Issuing Bank and Swing Line Lender (as amended as of February 8, 2013, February 14, 2014, February 4, 2016 and as may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Partial Waiver.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
The undersigned Revolving Credit Lender (in its capacity as a Revolving Credit Lender, and if applicable, in its capacity as an Issuing Bank, Swingline Lender, assignor of Revolving Credit Commitments and/or assignee of Revolving Credit Commitments) hereby irrevocably and unconditionally approves and consents to the Partial Waiver.
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as a Revolving Credit Lender | |||
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By: |
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Name: | ||
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Title: | ||
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[If a second signature is necessary: | |||
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By: |
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Name: | ||
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Title:] | ||
[Consent to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]
