0001047469-20-001027 Sample Contracts

GFL ENVIRONMENTAL INC., as Issuer, and U.S. BANK N.A., as Trustee
Indenture • February 25th, 2020 • GFL Environmental Holdings Inc. • Refuse systems • New York

INDENTURE, dated as of [ ], 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”).

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CONFIDENTIAL EMPLOYMENT AGREEMENT
Confidential 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 Agreement
Underwriting 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

SECOND SUPPLEMENTAL INDENTURE
Supplemental 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.”

Contract
Supplemental 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).

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