INDEMNITY AGREEMENTIndemnity Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This Indemnity Agreement (this “Agreement”) is made effective as of , 2012 (the “Effective Date”) by and between (i) Advanced Disposal Waste Holdings Corp., a Delaware corporation (the “Company”), and (ii) , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
OPERATING AGREEMENT OF ADVANCED DISPOSAL RECYCLING SERVICES ATLANTA, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This Operating Agreement of ADVANCED DISPOSAL RECYCLING SERVICES ATLANTA, LLC is made effective as of this 14th day of April, 2011 by Advanced Disposal Services, Inc. (the “Member”).
ADS WASTE ESCROW CORP., as Escrow Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 9, 2012 8 1⁄4% Senior Notes due 2020Indenture • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • New York
INDENTURE dated as of October 9, 2012 between ADS WASTE ESCROW CORP., a Delaware corporation (the “Escrow Issuer” or the “Issuer,” provided that, for purposes of this Indenture, prior to the consummation of the Acquisition (as defined herein), references to the “Issuer” in this Indenture refer only to the Escrow Issuer; after the consummation of the Acquisition, references to the “Issuer” refer only to ADS WASTE HOLDINGS, INC., a Delaware corporation (“ADS Holdings”)), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
OPERATING AGREEMENT OF SRS OF MURRAY COUNTY, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF SRS OF MURRAY COUNTY, LLC, (this “Operating Agreement”) is created this 13th day of June, 2002, by Advanced Disposal Services, Inc. (the “Member”).
OPERATING AGREEMENT OF CARTERSVILLE TRANSFER STATION, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF CARTERSVILLE TRANSFER STATION, LLC, (this “Operating Agreement”) is created this 24th day of May, 2004, by Federal Road, LLC (the “Member”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WSI SANDY RUN LANDFILL, LLCLimited Liability Company Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This Second Amended and Restated Limited Liability Company Agreement (“the Agreement”) of WSI Sandy Run Landfill, LLC (the “LLC”) is entered into as of January 29, 2006 by NEWS PA Holdings, Inc., as sole member of the LLC (in its capacity as the sole member of the LLC, the “Member”).
OPERATING AGREEMENT OF ADVANCED DISPOSAL SERVICES COBB COUNTY RECYCLING FACILITY, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF ADVANCED DISPOSAL SERVICES COBB COUNTY RECYCLING FACILITY, LLC, (this Operating Agreement) is created this 10th day of February 2009, by Advanced Disposal Services, Inc. (the Member).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors
This Executive Employment Agreement (this “Agreement”) is entered into November 20, 2012 (the “Effective Date”), by and between: (i) Richard Burke (“Executive”); and (ii) ADS Waste Holdings, Inc., a Delaware corporation (the “Company”).
ADVANCED DISPOSAL WASTE HOLDINGS CORP. Management Stock Option Award Agreement Annual Award Award No.Management Stock Option Award Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
You (the “Holder”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Advanced Disposal Waste Holdings Corp. (the “Company”), in accordance with the terms and conditions set forth in this Stock Option Agreement (the “Option Agreement”) and in the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review the Plan and this Option Agreement, and consult with your personal financial advisor, before exercising this Option.
ADVANCED DISPOSAL WASTE HOLDINGS CORP. Senior Management Stock Option Award Agreement (for SUBSTITUTED Option) Award No.Senior Management Stock Option Award Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This instrument (the “Option Agreement”) evidences the grant of a Substituted Option with respect to the Holder (the “Option”) and the cancellation of the ADS Option that it replaces. Any term capitalized but not defined in this Option Agreement has the meaning set forth in the Plan. You should carefully review the Plan and this Option Agreement, and consult with your personal financial advisor, before exercising this Option.
OPERATING AGREEMENT OF EAGLE POINT LANDFILL, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF EAGLE POINT LANDFILL, LLC, (this “Operating Agreement”) is created this 21st day of September, 2006, by Advanced Disposal Services, Inc. (the “Member”).
OPERATING AGREEMENT OF ADVANCED DISPOSAL SERVICES NORTH GEORGIA, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF ADVANCED DISPOSAL SERVICES NORTH GEORGIA, LLC, (this “Operating Agreement”) is created this day of March, 2008, by Advanced Disposal Services, Inc. (the “Member”).
OPERATING AGREEMENT OF COASTAL RECYCLERS LANDFILL, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF COASTAL RECYCLERS LANDFILL, LLC, (this “Operating Agreement”) is created this 9th day of October, 2007, by Advanced Disposal Services, Inc. (the “Member”).
SENIOR SECURED CREDIT AGREEMENT dated as of October 9, 2012, among ADS WASTE ESCROW CORP. II, as Escrow Borrower, ADS WASTE HOLDINGS, INC., as Borrower upon the Acquisition Date, ADVANCED DISPOSAL WASTE HOLDINGS CORP., as Intermediate Holdings upon...Senior Secured Credit Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • New York
CREDIT AGREEMENT, dated as of October 9, 2012, among ADS WASTE ESCROW CORP. II, a Delaware corporation (the “Escrow Borrower”) (which on the Acquisition Date (as defined below) shall be merged with and into ADS WASTE HOLDINGS, INC., a Delaware corporation (“ADS”)), upon the effectiveness of the Joinder Agreement (as defined below), ADVANCED DISPOSAL WASTE HOLDINGS CORP., a Delaware corporation (“ADS Holdings” and, upon the effectiveness of the Joinder Agreement, “Intermediate Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders (this “Agreement”).
AMENDED AND RESTATED OPERATING AGREEMENT OF WESTERN MARYLAND WASTE SYSTEMS, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Maryland
This Amended and Restated Limited Liability Company Agreement (“the Agreement”) of Western Maryland Waste Systems, LLC (the “LLC”) is entered into as of July 2, 2009 by High star Waste Acquisition Corp., as sole member of the LLC (in its capacity as the sole member of the LLC, the “Member”).
SECOND AMENDED OPERATING AGREEMENT OF GATEWAY DISPOSAL SERVICES, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS SECOND AMENDED OPERATING AGREEMENT OF GATEWAY DISPOSAL SERVICES, LLC, (this “Operating Agreement”) is created this 28th day of December, 2001, by GATEWAY DISPOSAL SERVICES, LLC (the “Company”) and ROBERT CRAWFORD (the “Member”).
ADVANCED DISPOSAL WASTE HOLDINGS CORP. Management Stock Option Award Agreement/Strategic Performance Award (Pre-2010) (for SUBSTITUTED Option) Award No.Management Stock Option Award Agreement/Strategic Performance Award • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This instrument (the “Option Agreement”) evidences the grant of a Substituted Option with respect to the Holder (the “Option”) and the cancellation of the ADS Option that it replaces. Any term capitalized but not defined in this Option Agreement has the meaning set forth in the Plan. You should carefully review the Plan and this Option Agreement, and consult with your personal financial advisor, before exercising this Option.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JONES ROAD LANDFILL & RECYCLING, LTD.Limited Partnership Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors
WHEREAS, the parties hereto have acquired all of the partnership interests in a limited partnership (the “Partnership”) pursuant to the Florida Uniform Limited Partnership Act, Title XXXVI, Chapter 620 of Florida Statutes; and
AMENDED AND RESTATED SHARE PRICE PROTECTION AGREEMENTShare Price Protection Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This Amended and Restated Share Price Protection Agreement (this “Agreement”) is entered into December 20, 2012 (the “Effective Date”), by and between: (i) Charles C. Appleby (“Shareholder”); and (ii) Advanced Disposal Waste Holdings Corp., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Amended and Restated Redemption Agreement among Shareholder, the Company and the Shareholder Trusts (as such term is defined therein) dated as of the date hereof (the “Redemption Agreement”).
PAGE ARTICLE I Formation of Limited Liability Company 1.1 Formation 8 1.2 Name 8 1.3 Principal Offices 8 1.4 Agent for Service of Process 8 1.5 Agreement 8 1.6 Certificates, Documents and Fees 8 1.7 Definitions 9 ARTICLE II Term ARTICLE III Business...Operating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF LIMITED LIABILITY COMPANY (the “Agreement”), is made and entered into as of the day of , 2000, by Advanced
OPERATING AGREEMENT OF ADVANCED DISPOSAL SERVICES AUGUSTA, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF ADVANCED DISPOSAL SERVICES AUGUSTA, LLC, (this “Operating Agreement”) is created this 12th day of April, 2002, by Advanced Disposal Services, LLC (the “Member”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Florida
This Executive Employment Agreement (this “Agreement”) is entered into as of November , 2012 (the “Effective Date”), by and between: (i) Scott E. Friedlander (“Executive”); and (ii) ADS Waste Holdings, Inc., a Delaware corporation (the “Company”).
SUPPLEMENTAL INDENTURESupplemental Indenture • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 20, 2012 between ADS WASTE HOLDINGS, INC., a Delaware corporation (the “New Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
ADVANCED DISPOSAL WASTE HOLDINGS CORP. Management Stock Option Award Agreement Strategic Performance Award (Post-2009) (for SUBSTITUTED Option) Award No.Management Stock Option Award Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This instrument (the “Option Agreement”) evidences the grant of a Substituted Option with respect to the Holder (the “Option”) and the cancellation of the ADS Option that it replaces. Any term capitalized but not defined in this Option Agreement has the meaning set forth in the Plan. You should carefully review the Plan and this Option Agreement, and consult with your personal financial advisor, before exercising this Option.
SUPPLEMENTAL INDENTURESupplemental Indenture • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 20, 2012 among the guarantors listed on Schedule A hereto (the “Guarantors”), each a subsidiary of ADS WASTE HOLDINGS, INC. (or its successor), a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of October 9, 2012 Between ADS WASTE ESCROW CORP. and DEUTSCHE BANK SECURITIES INC., as Representative of the Initial PurchasersRegistration Rights Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • New York
This Registration Rights Agreement (this “Agreement”) is dated as of October 9, 2012, between ADS WASTE ESCROW CORP., a Delaware corporation (the “Escrow Issuer”), and DEUTSCHE BANK SECURITIES INC., as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below).
AMENDMENT TO PURCHASE AGREEMENTShare Purchase Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors
This AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of November 20, 2012, to the Share Purchase Agreement (the “Purchase Agreement”), dated as of July 18, 2012, by and among Veolia Environmental Services North America Corp., a Delaware corporation (“Parent”), VES Solid Waste Holding, LLC, a Delaware limited liability company (“Seller”) and Star Atlantic Waste Holdings II, L.P., a Delaware limited partnership (“Star”), is made by and among Parent, Seller and Buyer. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning given to them in the Purchase Agreement.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EAGLE ENVIRONMENTAL II, L.P.Limited Partnership Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This Amended and Restated Agreement of Limited Partnership of Eagle Environmental II, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of January 17, 2007, by Highstar Royal Oaks I, Inc., a Delaware corporation (“HROI”), in its capacity as the sole general partner, and Highstar Royal Oaks II, Inc. a Delaware corporation (“HROII”), in its capacity as the sole limited partner.
AMENDED AND RESTATED OPERATING AGREEMENT OF WBLF ACQUISITION COMPANY, LLC A Pennsylvania Limited Liability CompanyOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Pennsylvania
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is made as of the 21st day of June, 2011, by NEWS MID-ATLANTIC HOLDINGS, INC., a Delaware corporation, and any members admitted after the date hereof (each, a “Member” and, collectively, the “Members”). This Agreement hereby amends and restates in its entirety the Operating Agreement of the limited liability company, WBLF ACQUISITION COMPANY, LLC (the “Company”), dated as of July 21, 2006 (the “Original Agreement”).
SHARE PURCHASE AGREEMENT by and among VEOLIA ENVIRONMENTAL SERVICES NORTH AMERICA CORP., VES SOLID WASTE HOLDING, LLC, and STAR ATLANTIC WASTE HOLDINGS II, L.P. Dated as of July 18, 2012Share Purchase Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
This SHARE PURCHASE AGREEMENT, dated as of July 18, 2012, is entered into by and among Veolia Environmental Services North America Corp., a Delaware corporation (“Parent”), VES Solid Waste Holding, LLC, a Delaware limited liability company (“Seller”), and Star Atlantic Waste Holdings II, L.P., a Delaware limited partnership (“Buyer”). Parent, Seller and Buyer are referred to collectively herein as the “Parties.”
ContractCredit Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • New York
AMENDMENT No. 1, dated as of February 8, 2013 (this “Amendment”), to the Credit Agreement dated as of October 9, 2012, among ADS Waste Holdings, Inc., a Delaware corporation (as successor to ADS Waste Escrow Corp. II, 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, restated, modified and 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.
OPERATING AGREEMENT OF ADVANCED DISPOSAL RECYCLING SERVICES, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF ADVANCED DISPOSAL RECYCLING SERVICES, LLC (this “Operating Agreement”) is created this 4th day of August, 2008, by Advanced Disposal Services, Inc. (the “Member”).
OPERATING AGREEMENT OF OLD KINGS ROAD SOLID WASTE, LLCOperating Agreement • September 12th, 2013 • Trestle Transport, Inc. • Patent owners & lessors • Delaware
THIS OPERATING AGREEMENT OF OLD KINGS ROAD SOLID WASTE, LLC, (this “Operating Agreement”) is created this 22nd day of May, 2006, by Old Kings Road, LLC (the “Members”).
