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EX-10.1 - EX-10.1 - Advanced Disposal Services, Inc.a16-16263_1ex10d1.htm
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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

 

Maximum Total Leverage Ratio

December 31, 2015 through December 31, 2016

 

6.50:1.00

January 1, 2017 through June 30, 2017

 

6.25:1.00

July 1, 2017 through September 30, 2017

 

6.125:1.00

October 1, 2017 and thereafter

 

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

 

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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

 

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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 JURYTO 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

 

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WAIVER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.

 

[Remainder of Page Intentionally Left Blank]

 

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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.

 

 

ADVANCED DISPOSAL SERVICES, INC., as

 

Borrower

 

 

 

 

 

By:

/s/ Matt Gunnelson

 

 

Name:

Matt Gunnelson

 

 

Title:

Chief Accounting Officer, Assistant

 

 

Treasurer

 

 

 

 

 

 

 

ADVANCED DISPOSAL WASTE HOLDINGS

 

CORP., as Intermediate Holdings

 

 

 

 

 

By:

/s/ Matt Gunnelson

 

 

Name:

Matt Gunnelson

 

 

Title:

Chief Accounting Officer, Assistant

 

 

Treasurer

 

[Signature Page to ADS – Partial Waiver to Amendment No. 3 to Credit Agreement]

 



 

 

ADS RENEWABLE ENERGY - EAGLE POINT, LLC

 

ADS RENEWABLE ENERGY - STONES THROW, LLC

 

ADS RENEWABLE ENERGY - WOLF CREEK, LLC

 

ADS SOLID WASTE OF NJ, INC.

 

ADVANCED DISPOSAL RECYCLING SERVICES

 

ATLANTA, LLC

 

ADVANCED DISPOSAL RECYCLING SERVICES GULF

 

COAST, LLC

 

ADVANCED DISPOSAL SERVICES MOBILE

 

TRANSFER STATION, LLC

 

ADVANCED DISPOSAL SERVICES ALABAMA CATS,

 

LLC

 

ADVANCED DISPOSAL SERVICES ALABAMA EATS,

 

LLC

 

ADVANCED DISPOSAL SERVICES ALABAMA

 

HOLDINGS, LLC

 

ADVANCED DISPOSAL SERVICES ALABAMA, LLC

 

ADVANCED DISPOSAL SERVICES ARBOR HILLS

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES ATLANTA, LLC

 

ADVANCED DISPOSAL SERVICES AUGUSTA, LLC

 

ADVANCED DISPOSAL SERVICES BILOXI MRF, LLC

 

ADVANCED DISPOSAL SERVICES BIRMINGHAM, INC.

 

ADVANCED DISPOSAL SERVICES BLACKFOOT

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES BLUE RIDGE

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES CAROLINAS, LLC

 

ADVANCED DISPOSAL SERVICES CEDAR HILL

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES CENTRAL

 

FLORIDA, LLC

 

ADVANCED DISPOSAL SERVICES CHESTNUT

 

VALLEY LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES COBB COUNTY

 

RECYCLING FACILITY, LLC

 

ADVANCED DISPOSAL SERVICES COBB COUNTY

 

TRANSFER STATION, LLC

 

ADVANCED DISPOSAL SERVICES CRANBERRY

 

CREEK LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES CYPRESS ACRES

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES EAGLE BLUFF

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES EAST, INC.

 

ADVANCED DISPOSAL SERVICES EASTERN PA, INC.

 

ADVANCED DISPOSAL SERVICES EMERALD PARK

 

LANDFILL, LLC, each of the above-listed entities, as a Guarantor

 

 

 

By:

/s/ Matt Gunnelson

 

 

Name: Matt Gunnelson

 

 

Title: Chief Accounting Officer, Assistant Treasurer

 

[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]

 



 

 

ADVANCED DISPOSAL SERVICES EVERGREEN

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES GLACIER RIDGE

 

LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES GREENTREE

 

LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES GULF COAST, LLC

 

ADVANCED DISPOSAL SERVICES GWINNETT

 

TRANSFER STATION, LLC

 

ADVANCED DISPOSAL SERVICES HANCOCK

 

COUNTY, LLC

 

ADVANCED DISPOSAL SERVICES HICKORY

 

MEADOWS LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES HOOSIER

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES JACKSON, LLC

 

ADVANCED DISPOSAL SERVICES JACKSONVILLE,

 

LLC

 

ADVANCED DISPOSAL SERVICES JONES ROAD, LLC

 

ADVANCED DISPOSAL SERVICES LANCASTER

 

LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES LITHONIA

 

TRANSFER STATION, LLC

 

ADVANCED DISPOSAL SERVICES MACON, LLC

 

ADVANCED DISPOSAL SERVICES MAGNOLIA RIDGE

 

LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES MALLARD RIDGE

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES MAPLE HILL

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES MIDDLE GEORGIA,

 

LLC

 

ADVANCED DISPOSAL SERVICES MIDWEST, LLC

 

ADVANCED DISPOSAL SERVICES MILLEDGEVILLE

 

TRANSFER STATION, LLC

 

ADVANCED DISPOSAL SERVICES MISSISSIPPI

 

HOLDINGS, INC.

 

ADVANCED DISPOSAL SERVICES MISSISSIPPI, LLC

 

ADVANCED DISPOSAL SERVICES MOREHEAD

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES NATIONAL

 

ACCOUNTS HOLDINGS, INC.

 

ADVANCED DISPOSAL SERVICES NATIONAL

 

ACCOUNTS, INC.

 

ADVANCED DISPOSAL SERVICES NATIONAL

 

ACCOUNTS, LLC

 

ADVANCED DISPOSAL SERVICES NORTH ALABAMA

 

LANDFILL, LLC, each of the above-listed entities, as a Guarantor

 

 

 

By:

/s/ Matt Gunnelson

 

 

Name:

Matt Gunnelson

 

 

Title:

Chief Accounting Officer, Assistant Treasurer

 

[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]

 



 

 

ADVANCED DISPOSAL SERVICES NORTH GEORGIA,

 

LLC

 

ADVANCED DISPOSAL SERVICES OAK RIDGE

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES ORCHARD HILLS

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES PASCO COUNTY,

 

LLC

 

ADVANCED DISPOSAL SERVICES PECAN ROW

 

LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES PONTIAC

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES RENEWABLE

 

ENERGY, LLC

 

ADVANCED DISPOSAL SERVICES ROGERS LAKE, LLC

 

ADVANCED DISPOSAL SERVICES ROLLING HILLS

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES SELMA TRANSFER

 

STATION, LLC

 

ADVANCED DISPOSAL SERVICES SEVEN MILE

 

CREEK LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES SMYRNA

 

TRANSFER STATION, LLC

 

ADVANCED DISPOSAL SERVICES SOLID WASTE

 

LEASING CORP.

 

ADVANCED DISPOSAL SERVICES SOLID WASTE

 

MIDWEST, LLC

 

ADVANCED DISPOSAL SERVICES SOLID WASTE

 

SOUTHEAST, INC.

 

ADVANCED DISPOSAL SERVICES SOUTH CAROLINA,

 

LLC

 

ADVANCED DISPOSAL SERVICES SOUTH, LLC

 

ADVANCED DISPOSAL SERVICES STAR RIDGE

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES STATELINE, LLC

 

ADVANCED DISPOSAL SERVICES SUMNER

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES TAYLOR COUNTY

 

LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES TENNESSEE

 

HOLDINGS, INC.

 

ADVANCED DISPOSAL SERVICES TENNESSEE, LLC

 

ADVANCED DISPOSAL SERVICES VALLEY

 

MEADOWS LANDFILL, LLC

 

ADVANCED DISPOSAL SERVICES VALLEY VIEW

 

LANDFILL, INC., each of the above-listed entities, as a Guarantor

 

 

 

By:

/s/ Matt Gunnelson

 

 

Name: Matt Gunnelson

 

 

Title: Chief Accounting Officer, Assistant Treasurer

 

[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]

 



 

 

ADVANCED DISPOSAL SERVICES VASKO RUBBISH

 

REMOVAL, INC.

 

ADVANCED DISPOSAL SERVICES VASKO SOLID

 

WASTE, INC.

 

ADVANCED DISPOSAL SERVICES WAYNE COUNTY

 

LANDFILL, INC.

 

ADVANCED DISPOSAL SERVICES WESTERN PA, INC.

 

ADVANCED DISPOSAL SERVICES ZION LANDFILL, 

 

INC.

 

BATON ROUGE RENEWABLE ENERGY LLC

 

BURLINGTON TRANSFER STATION, INC.

 

CARTERSVILLE TRANSFER STATION, LLC

 

CARUTHERS MILL C&D LANDFILL, LLC

 

CHAMPION TRANSFER STATION, LLC

 

COMMUNITY REFUSE SERVICE, LLC.

 

DILLER TRANSFER STATION, LLC.

 

DORAVILLE TRANSFER STATION, LLC

 

EAGLE POINT LANDFILL, LLC

 

ECO-SAFE SYSTEMS, LLC

 

F.D.S. DISPOSAL II, LLC

 

HALL COUNTY TRANSFER STATION, LLC

 

HARMONY LANDFILL, LP

 

HIGHSTAR ROYAL OAKS I, INC.

 

HIGHSTAR ROYAL OAKS II, INC.

 

HINKLE TRANSFER STATION, LLC

 

HWSTAR HOLDINGS CORP.

 

IWSTAR WASTE HOLDINGS CORP.

 

JONES ROAD LANDFILL AND RECYCLING, LTD.

 

LAND AND GAS RECLAMATION, INC.

 

LANDSOUTH, INC.

 

MORETOWN LANDFILL, INC.

 

MOSTOLLER LANDFILL, LLC

 

NASSAU COUNTY LANDFILL, LLC

 

NEWS MA HOLDINGS, INC.

 

NEWS MID-ATLANTIC HOLDINGS, INC.

 

NEWS NORTH EAST HOLDINGS, INC.

 

NEWSTAR WASTE HOLDINGS CORP.

 

NORTH EAST WASTE SERVICES, INC.

 

NORTH EAST WASTE TRANSPORT, INC.

 

OLD KINGS ROAD SOLID WASTE, LLC

 

OLD KINGS ROAD, LLC

 

PARKER SANITATION II, INC.

 

PASCO LAKES INC.

 

PDC DISPOSAL CO., INC.

 

SOUTH HADLEY LANDFILL, LLC

 

SOUTH SUBURBAN, LLC

 

SSI SOUTHLAND HOLDINGS, INC.

 

ST. JOHNSBURY TRANSFER STATION, INC., each of the above-listed entities, as a Guarantor

 

 

 

By:

/s/ Matt Gunnelson

 

 

Name:

Matt Gunnelson

 

 

Title:

Chief Accounting Officer, Assistant Treasurer

 

[Signature Page to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]

 



 

 

DEUTSCHE BANK TRUST COMPANY

 

AMERICAS, as Administrative Agent and

Collateral Agent

 

 

 

By:

/s/ Anca Trifan

 

 

Name:

Anca Trifan

 

 

Title:

Managing Director

 

 

 

By:

/s/ Michael Shannon

 

 

Name:

Michael Shannon

 

 

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.

 

 

 

,

 

as a Revolving Credit Lender

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

[If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

 

Title:]

 

[Consent to ADS — Partial Waiver to Amendment No. 3 to Credit Agreement]