Exhibit 4.2
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 24, 2021, among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), the guarantors party hereto (each, a “Guarantor”, collectively, the “Guarantors”) and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of November 23, 2020, among the Issuer, the Guarantors named therein and the Trustee (as amended, supplemented or otherwise modified from time to time, including by the First Supplemental Indenture, dated as of December 30, 2020, the Second Supplemental Indenture, dated as of January 28, 2021, the Third Supplemental Indenture, dated as of June 10, 2021, and the Fourth Supplemental Indenture, dated as of July 29, 2021, the “Indenture”), relating to the 4.000% Senior Notes due 2028 (the “Notes”) of the Issuer;
WHEREAS, pursuant to Section 2.2 of the Indenture, Additional Notes may be issued from time to time under the Indenture, in each case upon an Issuer Order, and such Additional Notes and the Initial Notes will be treated as a single class for all purposes under the Indenture;
WHEREAS, the Issuer and the Guarantors have authorized the execution and delivery of this Supplemental Indenture for the purpose of issuing US$250,000,000 in aggregate principal amount of Additional Notes (the “New Notes”);
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, the Trustee and the Guarantors are authorized to execute and deliver this Supplemental Indenture to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture without notice to or consent of any Holder.
WHEREAS, the Trustee in entering into this Supplemental Indenture is entitled to rely upon the Officer’s Certificate and an Opinion of Counsel, each of which has been provided to the Trustee; and
NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Issue of New Notes. As of the date hereof, the Issuer shall issue the New Notes pursuant to this Supplemental Indenture. The New Notes issued pursuant to this Supplemental Indenture constitute Additional Notes issued pursuant to Section 2.2 and subject to Section 4.3 of the Indenture and shall be consolidated with and form a single class with the Initial Notes previously established pursuant to the Indenture. The New Notes shall have the same terms and conditions in all respects as the Initial Notes, except that the issue date of the New Notes shall be September 24, 2021, the issue price shall be 100.000% of the aggregate principal amount thereof plus accrued and unpaid interest from and including August 1, 2021 and the first interest payment date shall be February 1, 2022. The New Notes issued in the form of Global Notes will be issued under the same CUSIP/ISIN numbers as the Initial Notes (except that New Notes issued pursuant to Regulation S under the Securities Act will trade separately under different CUSIP/ISIN numbers until at least 40 days after the issue date of the New Notes and thereafter, subject to the terms hereof). The aggregate principal amount of the New Notes that may be authenticated and delivered pursuant to this Supplemental Indenture shall be US$250,000,000. Promptly following the termination of 40 days following the issue date of the New Notes, the Issuer shall cause the beneficial interests in New Notes in the form of Regulation S Global Notes to be exchanged for beneficial interests in the Initial Note Regulation S Global Note (CUSIP: C39217 AP6) pursuant to the Applicable Procedures. The Issuer shall deliver to the Trustee an Issuer Order to process such mandatory exchange, along with an Officer’s Certificate and Opinion of Counsel.
3. Authentication and Delivery of New Notes. As of the date hereof, the Issuer will issue, and the Trustee, pursuant to an Issuer Order delivered in connection therewith, is directed to authenticate and deliver, the New Notes under the Indenture, substantially in the form of Exhibit A to the Indenture.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NEW NOTES AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5. Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. Trustee’s Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the protections, liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer by action or otherwise, (iii) the due execution hereof by the Issuer or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
9. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. The Issuer and each Guarantor hereby consent to the terms of this Supplemental Indenture and the New Notes, including, without limitation, all additional Obligations resulting therefrom. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.
| GFL ENVIRONMENTAL INC. | |
| | |
| By: | /s/ Patrick Dovigi | |
| | Name:Patrick Dovigi | |
| | Title: President and Chief Executive Officer | |
2289587 Alberta ULC
2313159 Alberta ULC
2353961 ALBERTA ULC
2354010 ALBERTA ULC
2779572 Ontario Inc.
2779573 Ontario Inc.
2779574 Ontario Inc.
6ish Holdings, Inc.
Alpine Disposal, Inc.
American Waste Transfer Station, LLC
American Waste, Inc.
American Waste, LLC
Arbor Hills Landfill, Inc.
Bestway Recycling, Inc.
Black Creek Renewable Energy, LLC
Cobb County Transfer Station, LLC
County Recycling, LLC
County Waste Fredericksburg, LLC
County Waste of Pennsylvania, LLC
County Waste of Virginia, LLC
County Waste Southwest Virginia, LLC
County Waste, LLC
CWV Holdco, Inc.
Eagle Bluff Landfill, Inc.
Eagle Point Landfill, LLC
Eagle Ridge Landfill, LLC
EMA Development, LLC
Emerald Park Landfill, LLC
Emerald Waste Services, LLC
ETC of Georgia, LLC
EWS Central Florida Hauling, LLC
Five Part Development, LLC
Fort Bend Regional Landfill, L.P.
GFL Environmental Holdings (US), Inc.
GFL Environmental Inc. 2021
GFL Environmental Real Property, Inc.
GFL Environmental Services USA, Inc.
GFL Environmental USA Inc.
GFL Everglades Holdings LLC
GFL Holdco (US), LLC
GFL Illinois LLC
GFL Infrastructure Group Inc.
GFL Muskego LLC
GFL Slim Jim 2, LLC
GFL Slim Jim 3, LLC
GFL Slim Jim 4, LLC
GFL Slim Jim 5, L.P.
GFL Solid Waste Midwest LLC
GFL Solid Waste Southeast LLC
GFL US 7, L.P.
GFL US 8, LLC
GFL WRANGLER HOLDCO US 2, INC.
gfl wrangler us 1, llc
gfl wrangler us 2, llc
gfl wrangler us 3, llc
gfl wrangler us 4 llc
gfl wrangler us 5, llc
gfl wrangler us 6, llc
gfl wrangler us, l.p.
Glacier Ridge Landfill, LLC
Grace Disposal Systems, L.L.C.
Greentree Landfill, LLC
Gwinnett Transfer Station, LLC
Haw River LandCo, LLC
Hazar-Bestos Corporation
Hickory Meadows Landfill, LLC
J&E Recycling, LLC
Jones Sanitation, L.L.C.
L&L Disposal, LLC
Lakeway LandCo, LLC
Lakeway Sanitation & Recycling C&D, LLC
Lakeway Sanitation & Recycling MSW, LLC
Land & Gas Reclamation, Inc.
Laurens County Landfill, LLC
Mallard Ridge Landfill, Inc.
Mead Holdings, LLC
Mobile Transfer Station, LLC
Montgomery Transfer Station, LLC
Mountain States Packaging, LLC
N.E. Land Fill, LLC
North Andrews Employment Park, LLC
Northeastern Environmental, LLC
Northeastern Exploration, Inc.
Northern A-1 Industrial Services, L.L.C.
Opelika Transfer Station, LLC
Pauls Valley Landfill, LLC
Ponderosa Landco, LLC
Red Rock Disposal, LLC
Renewable Energy - Eagle Point, LLC
Rolling Hills Landfill, Inc.
Ruffino Hills Transfer Station, L.P.
Safeguard Landfill Management, LLC
Sampson County Disposal, LLC
Seven Mile Creek Landfill, LLC
Smyrna Transfer Station, LLC
Soil Safe of California, Inc.
Soil Safe, Inc.
Sooner Waste, L.L.C.
South Andrews Employment Park, LLC
Southeastern Disposal, LLC
Stone’s Throw Landfill, LLC
Sunshine Recycling, Inc.
SWD Specialties, LLC
Tallassee Waste Disposal Center, Inc.
Town & Country Disposal Solid Waste Transfer Station, LLC
Town & Country Recycling, LLC
Town And Country Disposal of Western Missouri, LLC
TransWaste Services, LLC
Turkey Trot Landfill, LLC
V.F. Waste Services, LLC
Wake County Disposal, LLC
Wake Reclamation, LLC
Waste Corporation of Arkansas, LLC
Waste Corporation of Kansas, LLC
Waste Corporation of Missouri, LLC
Waste Corporation of Tennessee, LLC
Waste Corporation of Texas, L.P.
Waste Industries Atlanta, LLC
Waste Industries of Delaware, LLC
Waste Industries of Maryland, LLC
Waste Industries of Pennsylvania, LLC
Waste Industries of Tennessee, LLC
Waste Industries USA, LLC
Waste Industries, LLC
Waste Services of Decatur, LLC
WCA – Kansas City Transfer, LLC
WCA Management Company, LP
WCA Management General, Inc.
WCA Management Limited, Inc.
WCA of Alabama, L.L.C.
WCA of Central Florida, Inc.
WCA of Chickasha, LLC
WCA of Florida, LLC
WCA of Oklahoma, LLC
WCA of St. Lucie, LLC
WCA Texas Management General, Inc.
WCA Waste Corporation
WCA Waste Systems, Inc.
Welcome All Transfer Station, LLC
Wexford County Landfill, LLC
Wexford Water Technologies, LLC
WI Burnt Poplar Transfer, LLC
WI High Point Landfill, LLC
WI Shiloh Landfill, LLC
WI Taylor County Disposal, LLC
Wilmington LandCo, LLC
Wrangler Holdco Corp.
WRH Gainesville Holdings, LLC
WRH Gainesville, LLC
WRH Orange City, LLC
Zion Landfill, Inc.
| By: | /s/ Patrick Dovigi | |
| | Name: | Patrick Dovigi | |
| | Title: | Authorized Person | |
| | COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee |
| | By: | /s/ Jerry Urbanek |
| | | Name: | Jerry Urbanek |
| | | Title: | Corporate Trust Manager, Trust Officer |
