SECURITIESANDEXCHANGECOMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0001585790/5f1797f5-a2f0-4d2… · Date of Report: November 10, 2016 (Date of earliest event reported) ... liens;

UNITEDSTATESSECURITIESANDEXCHANGECOMMISSION

Washington,D.C.20549

FORM8-K

CURRENTREPORT

PursuanttoSection13or15(d)

ofTheSecuritiesExchangeActof1934

Date of Report: November10,2016(Date of earliest event reported)

AdvancedDisposalServices,Inc.(Exact name of registrant as specified in its charter)

DELAWARE

001-37904

90-0875845(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

90FortWadeRoad

PonteVedra,Florida32081

(Address of principal executive offices and zip code)

(904)737-7900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item1.01 EntryintoaMaterialDefinitiveAgreement. AmendedandRestatedCreditAgreement

On November 10, 2016, Advanced Disposal Services, Inc. (the “Company”), entered into the Amendment and Restatement Agreement (the “Amendment andRestatement Agreement”) by and among the Company, the guarantors party thereto, the lenders party thereto (the “Lenders”) and Deutsche Bank AG New YorkBranch, as administrative agent and collateral agent (respectively, the “Administrative Agent” and the “Collateral Agent”), to the Credit Agreement, by and amongthe Company, the lenders party thereto, the Administrative Agent and the Collateral Agent, dated as of October 9, 2012 (as amended, supplemented or modifiedfrom time to time prior to the date hereof, the “ Existing Credit Agreement” and as amended and restated in accordance with the Amendment and RestatementAgreement, the “Amended and Restated Credit Agreement”).

The Amended and Restated Credit Agreement includes a $1.5 billion term loan B facility maturing 2023, and a $300 million revolving credit facilitymaturing 2021. At the Company’s option, borrowings under the Amended and Restated Credit Agreement will bear interest at an alternate base rate or adjustedLIBOR rate in each case plus an applicable margin.

Obligations under the Amended and Restated Credit Agreement are guaranteed by the Company’s existing and future domestic restricted subsidiaries(subject to certain exceptions) and are secured by a first-priority security interest in substantially all the personal property assets, and certain real property assets, ofthe Company and the guarantors, including all or a portion of the equity interests of certain of the Company’s domestic subsidiaries (in each cases, subject tocertain limited exceptions).

Borrowings under the Amended and Restated Credit Agreement may be prepaid at any time without premium. The Amended and Restated Credit Agreementcontains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including limitations on liens, additionalindebtedness, investments, restricted payments, asset sales, mergers, affiliate transactions and other customary limitations, as well as a total net leverage ratiofinancial covenant (for the benefit of lenders under the revolving credit facility only). The Amended and Restated Credit Agreements also contains usual andcustomary events of default, including non-payment of principal, interest, fees and other amounts, material breach of a representation or warranty, nonperformanceof covenants and obligations, default on other material debt, bankruptcy or insolvency, material judgments, incurrence of certain material ERISA liabilities,impairment of loan documentation or security and change of control.

The foregoing description of the Amendment and Restatement Agreement and the Amended and Restated Credit Agreement is qualified in its entirety byreference to the full and complete terms contained in the Amendment and Restatement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Reporton Form 8-K and incorporated herein by reference. Indenture

On November 10, 2016, the Company closed a 144A offering (the “Notes Offering”) exempt from registration under the Securities Act of 1933, as amended(the “Securities Act”), of $425,000,000 aggregate principal amount of 5 / % senior notes due 2024 (the “Notes”).

The Company issued the Notes under an indenture dated November 10, 2016 (the “Indenture”) among the Company, the guarantors party thereto, and WellsFargo Bank, National Association, as trustee (the “Trustee”). The terms of the Notes include those set forth in the Indenture. The Notes will bear interest at the rateof 5 / % per year. Interest on the Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2017. The Notes will mature onNovember 15, 2024. Before November 15, 2019, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of their principalamount plus a make-whole premium and accrued and unpaid interest to the date of redemption. At any time on or after November 15, 2019, the Company mayredeem the Notes, in whole or in part, at the applicable redemption prices set forth in the Indenture, plus accrued interest. In addition, before November 15, 2019,the Company may, from time to time, redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at aredemption price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

The Indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to incur additional debt or issuecertain preferred stock; pay dividends or make certain redemptions, repurchases or distributions or make certain other restricted payments or investments; createliens; enter into transactions with affiliates; merge, consolidate or sell, transfer or otherwise dispose of all or substantially all of the Company’s assets; transfer andsell assets; and create restrictions on dividends or

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other payments by the Company’s restricted subsidiaries. Certain covenants will cease to apply to the Notes for so long as the Notes have investment grade ratings.The Notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s current and future U.S. subsidiaries thatguarantee the Amended and Restated Credit Agreement.

The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to thisCurrent Report on Form 8-K and incorporated herein by reference. Item8.01 OtherEvents.

On November 10, 2016, the Company issued a press release announcing the closing of its debt refinancing relating to the Amended and Restated CreditAgreement and the Notes Offering as described in Item 1.01 to this Form 8-K. The press release also announced the results to date of its previously announced cashtender offer to purchase any and all of its outstanding 8¼% Senior Notes due 2020. A copy of this press release is attached hereto as Exhibit 99.1 and isincorporated herein by reference. Item9.01 FinancialStatementsandExhibits. (d) Exhibits. The following exhibits are furnished herewith: Exhibit

No.

Description4.1

Indenture, dated as of November 10, 2016, by and among Advanced Disposal Services, Inc., each of the Guarantors from time to time partythereto and Wells Fargo Bank, National Association, as Trustee

10.1

Amendment and Restatement Agreement, dated as of November 10, 2016, by and among the Company, the guarantors party thereto, the lendersparty thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent

99.1

Press Release of Advanced Disposal Services, Inc., dated October 27, 2016, Announcing Closing of Debt Refinancing

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.

Advanced Disposal Services, Inc.

By: /s/ Jeffrey C. EverettName: Jeffrey C. EverettTitle: Vice President, Associate General Counsel

Dated: November 14, 2016

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ExhibitIndex

Number and Description of Exhibit 4.1

Indenture, dated as of November 10, 2016, by and among Advanced Disposal Services, Inc., each of the Guarantors from time to time party theretoand Wells Fargo Bank, National Association, as Trustee

10.1

Amendment and Restatement Agreement, dated as of November 10, 2016, by and among the Company, the guarantors party thereto, the lenders partythereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent

99.1

Press Release of Advanced Disposal Services, Inc., dated October 27, 2016, Announcing Closing of Debt Refinancing 4

Exhibit4.1

EXECUTIONVERSION

ADVANCED DISPOSAL SERVICES, INC., as Issuer,

the GUARANTORS named herein,

as Guarantors,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

INDENTURE

Dated as of November 10, 2016

5 / % Senior Notes due 2024

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TABLE OF CONTENTS

Page

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions 1SECTION 1.02. Other Definitions 26SECTION 1.03. Incorporation by Reference of TIA 27SECTION 1.04. Rules of Construction 27

ARTICLE TWO

THE NOTES

SECTION 2.01. Form and Dating 28SECTION 2.02. Execution and Authentication 29SECTION 2.03. Registrar and Paying Agent 30SECTION 2.04. Paying Agent to Hold Assets in Trust 30SECTION 2.05. Holder Lists 31SECTION 2.06. Transfer and Exchange 31SECTION 2.07. Replacement Notes 31SECTION 2.08. Outstanding Notes 32SECTION 2.09. Treasury Notes 32SECTION 2.10. Temporary Notes 32SECTION 2.11. Cancellation 33SECTION 2.12. Defaulted Interest 33SECTION 2.13. CUSIP Number 33SECTION 2.14. Deposit of Moneys 33SECTION 2.15. Book-Entry Provisions for Global Notes 34SECTION 2.16. Special Transfer Provisions 35

ARTICLE THREE

REDEMPTION

SECTION 3.01. Notices to Trustee 37SECTION 3.02. Selection of Notes to Be Redeemed 38SECTION 3.03. Notice of Optional Redemption 38SECTION 3.04. Effect of Notice of Redemption 39SECTION 3.05. Deposit of Redemption Price 39SECTION 3.06. Notes Redeemed in Part 39

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Page

ARTICLE FOUR

COVENANTS

SECTION 4.01. Payment of Notes 40SECTION 4.02. Maintenance of Office or Agency 40SECTION 4.03. Corporate Existence 40SECTION 4.04. Payment of Taxes 41SECTION 4.05. [Reserved] 41SECTION 4.06. Compliance Certificate; Notice of Default 41SECTION 4.07. [Reserved] 41SECTION 4.08. Waiver of Stay, Extension or Usury Laws 41SECTION 4.09. Change of Control 42SECTION 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock 44SECTION 4.11. Restricted Payments 47SECTION 4.12. Liens 51SECTION 4.13. Asset Sales 52SECTION 4.14. Transactions with Affiliates 55SECTION 4.15. Dividend and Other Payment Restrictions Affecting Subsidiaries 56SECTION 4.16. Additional Subsidiary Guarantees 58SECTION 4.17. [Reserved] 58SECTION 4.18. Reports to Holders 58SECTION 4.19. Designation of Restricted and Unrestricted Subsidiaries 59SECTION 4.20. [Reserved] 60SECTION 4.21. Suspension of Covenants 60SECTION 4.22. Business Activities 61SECTION 4.23. Payments for Consent 61

ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01. Merger, Consolidation, or Sale of Assets 62

ARTICLE SIX

DEFAULT AND REMEDIES SECTION 6.01. Events of Default 63SECTION 6.02. Acceleration 65SECTION 6.03. Other Remedies 65SECTION 6.04. Waiver of Past Defaults 66SECTION 6.05. Control by Majority 66SECTION 6.06. Limitation on Suits 66SECTION 6.07. Rights of Holders to Receive Payment 67SECTION 6.08. Collection Suit by Trustee 67SECTION 6.09. Trustee May File Proofs of Claim 67

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Page SECTION 6.10. Priorities 68SECTION 6.11. Undertaking for Costs 68

ARTICLE SEVEN

TRUSTEE

SECTION 7.01. Duties of Trustee 68SECTION 7.02. Rights of Trustee 69SECTION 7.03. Individual Rights of Trustee 71SECTION 7.04. Trustee’s Disclaimer 71SECTION 7.05. Notice of Default 71SECTION 7.06. [Reserved] 71SECTION 7.07. Compensation and Indemnity 71SECTION 7.08. Replacement of Trustee 72SECTION 7.09. Successor Trustee by Merger, Etc. 73SECTION 7.10. Eligibility; Disqualification 73SECTION 7.11. Preferential Collection of Claims Against the Issuer 74

ARTICLE EIGHT

DISCHARGE OF INDENTURE; DEFEASANCE SECTION 8.01. Termination of the Issuer’s Obligations 74SECTION 8.02. Legal Defeasance and Covenant Defeasance 75SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance 76SECTION 8.04. Application of Trust Money 77SECTION 8.05. Repayment to the Issuer 78SECTION 8.06. Reinstatement 78

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders 79SECTION 9.02. With Consent of Holders 79SECTION 9.03. [Reserved] 81SECTION 9.04. [Reserved] 81SECTION 9.05. Revocation and Effect of Consents 81SECTION 9.06. Notation on or Exchange of Notes 81SECTION 9.07. Trustee to Sign Amendments, Etc. 82

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Page

ARTICLE TEN

[RESERVED]

ARTICLE ELEVEN

SUBSIDIARY GUARANTEE

SECTION 11.01. Unconditional Guarantee 82SECTION 11.02. [Reserved] 83SECTION 11.03. Limitation on Guarantor Liability 83SECTION 11.04. Execution and Delivery of Subsidiary Guarantee 84SECTION 11.05. Release of a Guarantor 84SECTION 11.06. Waiver of Subrogation 85SECTION 11.07. Immediate Payment 85SECTION 11.08. No Set-Off 85SECTION 11.09. Guarantee Obligations Absolute 86SECTION 11.10. Guarantee Obligations Continuing 86SECTION 11.11. Guarantee Obligations Not Reduced 86SECTION 11.12. Guarantee Obligations Reinstated 86SECTION 11.13. Guarantee Obligations Not Affected 86SECTION 11.14. Waiver 88SECTION 11.15. No Obligation to Take Action Against the Issuer 88SECTION 11.16. Dealing with the Issuer and Others 88SECTION 11.17. Default and Enforcement 88SECTION 11.18. Amendment, Etc. 89SECTION 11.19. Acknowledgment 89SECTION 11.20. Costs and Expenses 89SECTION 11.21. No Merger or Waiver; Cumulative Remedies 89SECTION 11.22. Survival of Guarantee Obligations 89SECTION 11.23. Guarantee in Addition to Other Guarantee Obligations 89SECTION 11.24. Severability 90SECTION 11.25. Successors and Assigns 90

ARTICLE TWELVE

MISCELLANEOUS

SECTION 12.01. [Reserved] 90SECTION 12.02. Notices 90SECTION 12.03. Communications by Holders with Other Holders 92SECTION 12.04. Certificate and Opinion as to Conditions Precedent 92SECTION 12.05. Statements Required in Certificate or Opinion 92SECTION 12.06. Rules by Trustee, Paying Agent, Registrar 93SECTION 12.07. Legal Holidays 93SECTION 12.08. Governing Law 93

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Page SECTION 12.09. No Adverse Interpretation of Other Agreements 93SECTION 12.10. No Recourse Against Others 93SECTION 12.11. Successors 93SECTION 12.12. Duplicate Originals 93SECTION 12.13. Severability 94SECTION 12.14. USA PATRIOT Act 94SECTION 12.15. Security Procedure For Funds Transfers 94SECTION 12.16. Waiver of Jury Trial 94SECTION 12.17. Consent to Jurisdiction and Service 94 Signatures S-1

Exhibit A - Form of Note

Exhibit B - Form of Legends

Exhibit C - Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S

Exhibit D - Form of Supplemental Indenture Related to the Subsidiary Guarantors

Schedule 1 - Form of Funds Transfer Instruction

Note: This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture

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INDENTURE dated as of November 10, 2016 among ADVANCED DISPOSAL SERVICES, INC., a Delaware corporation (the “ Issuer”),

each of the Guarantors party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “ Trustee”).

The Issuer has duly authorized the creation of an issue of 5 / % Senior Notes due 2024 and, to provide therefor, the Issuer has duly authorizedthe execution and delivery of this Indenture. All things necessary to make the Notes (as defined herein), when duly issued and executed by the Issuer andauthenticated and delivered hereunder, the valid and binding obligations of the Issuer and to make this Indenture a valid and binding agreement of the Issuer havebeen done.

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions .

Set forth below are certain defined terms used in this Indenture.

“ 144AGlobalNote” means a permanent global security in registered form in the form of Exhibit A hereto, bearing the Global Note Legend andthe Private Placement Legend, each in the form set forth in Exhibit B , and deposited with or on behalf of and registered in the name of the Depositary or itsnominee, representing the aggregate principal amount of Notes sold in reliance on Rule 144A under the Securities Act.

“ AcquiredDebt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary ofsuch specified Person or which is assumed by such specified Person at the time such specified Person acquires the assets of such other Person, whether ornot such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or selling its assets to, or becoming aRestricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ AdditionalNotes” means the Notes (other than the Notes issued on the Issue Date) issued from time to time under this Indenture in

accordance with Section 2.01(e) hereof, it being understood that any Notes issued in exchange for or replacement of any Note issued on the Issue Date shall not bean Additional Note.

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“ Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly,of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement orotherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“ Agent” means any Registrar, Paying Agent or co-Registrar.

“ amend” means amend, modify, supplement, restate or amend and restate, including successively; and “ amending” and “ amended” havecorrelative meanings.

“ asset” means any asset or property, whether real, personal or mixed, tangible or intangible.

“ AssetSale” means:

(a) the sale, lease, conveyance or other disposition of any assets of the Issuer or any of its Restricted Subsidiaries; or

(b) the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries or the sale of Equity Interests in any of its RestrictedSubsidiaries or the sale of Equity Interests held by the Issuer or its Restricted Subsidiaries in any of its Unrestricted Subsidiaries.

Notwithstanding the preceding, the following shall not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that (x) involves assets having a Fair Market Value of less than $15.0 million or

(y) results in net proceeds to the Issuer and its Restricted Subsidiaries of less than $15.0 million;

(2) a transfer of assets between or among the Issuer and/or one or more of its Restricted Subsidiaries;

(3) an issuance of Equity Interests by, or a transfer of Equity Interests in, a Restricted Subsidiary to the Issuer or to another RestrictedSubsidiary;

(4) disposals or replacements of equipment that has become worn-out, obsolete or damaged or otherwise unsuitable for use in connection

with the business of the Issuer and its Restricted Subsidiaries;

(5) the sale or disposition of cash or Cash Equivalents;

(6) the release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatenedlitigation;

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(7) the granting or existence of Liens (and foreclosure thereon) not in violation of this Indenture;

(8) a Restricted Payment or a Permitted Investment that is not in violation of Section 4.11;

(9) the lease, assignment or sublease of any real property in the ordinary course of business;

(10) the sale, lease, assignment or sublease of any personal property in the ordinary course of business;

(11) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property;

(12) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional

undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

(13) the disposition of all or substantially all of the assets of the Issuer in a manner described under Section 5.01 or any disposition thatconstitutes a Change of Control;

(14) the abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the

Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and its Subsidiaries taken as a whole;

(15) the trade-in or replacement of property to the extent that (i) such property is exchanged for credit against the purchase price of similarreplacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of similar replacement property; and

(16) sales of inventory in the ordinary course of business (such inventory to include, without limitation, landfill gas, carbon offset credits,

electricity, solid waste, recyclables and other by-products of the wastestream collected by the Issuer or any of its Restricted Subsidiaries and sold to, ordisposed of with, third parties in the ordinary course of business).

“ AttributableDebt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of

the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which suchlease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interestimplicit in such transaction, determined in accordance with GAAP.

“ BankProductsAgreement” means any agreement pursuant to which a bank or other financial institution agrees to provide (a) treasuryservices, (b) credit card, merchant card,

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purchasing card or stored value card services (including, without limitation, the processing of payments and other administrative services with respect thereto),(c) cash management services (including, without limitation, controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts,depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network services) and (d) other bankingproducts or services as may be requested by the Issuer or any Restricted Subsidiary (other than letters of credit and other than loans and advances exceptindebtedness arising from services described in clauses (a) through (c) of this definition).

“ BankProductsObligations” of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

“ BankruptcyLaw” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

“ BeneficialOwner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

“ BoardofDirectors” means (1) in the case of a corporation, the board of directors and (2) in all other cases, a body performing substantiallysimilar functions as a board of directors.

“ BoardResolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of suchPerson to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to theTrustee.

“ BusinessDay” means any day other than a Saturday, Sunday or any other day on which banking institutions in The City of New York arerequired or authorized by law or other governmental action to be closed.

“ CapitalLeaseObligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital leasethat would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“ CapitalStock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (howeverdesignated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of

assets of, the issuing Person.

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“ CashEquivalents” means:

(1) a marketable obligation, maturing within one year after issuance thereof, issued, guaranteed or insured by the government of the United

States of America or an instrumentality or agency thereof;

(2) demand deposits, certificates of deposit, eurodollar time deposits, banker’s acceptances, in each case, maturing within one year afterissuance thereof, and overnight bank deposits, in each case, issued by any lender under the Senior Secured Credit Facilities, or a U.S. national or statebank or trust company or a European, Canadian or Japanese bank having capital, surplus and undivided profits of at least $500.0 million and whose long-term unsecured debt has a rating of “A” or better by S&P or A2 or better by Moody’s or the equivalent rating by any other nationally recognized ratingagency;

(3) open market commercial paper, maturing within 270 days after issuance thereof, which has a rating of A-2 or better by S&P or P-2 or

better by Moody’s, or the equivalent rating by any other nationally recognized rating agency;

(4) repurchase agreements and reverse repurchase agreements with a term not in excess of one year with any financial institution whichhas been elected a primary government securities dealer by the Federal Reserve Board or whose securities are rated AA- or better by S&P or Aa3 or betterby Moody’s or the equivalent rating by any other nationally recognized rating agency relating to marketable direct obligations issued or unconditionallyguaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States ofAmerica; and

(5) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof

by Moody’s or any other mutual fund at least 95% of the assets of which consist of the type specified in clauses (1) through (4) above.

“ ChangeofControl” means the occurrence of any of the following:

(1) any “person” or “group” other than a Principal or a Related Party of a Principal is or becomes the Beneficial Owner, directly orindirectly, of securities representing 35% or more of the voting power of all Voting Stock of the Issuer; or

(2) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related

transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole to any “person” or “group” (as such termsare used in Sections 13(d) and 14(d) of the Exchange Act) other than a Principal or a Related Party of a Principal; or

(3) the Issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Issuer, in

any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer is converted into or exchanged for cash, securities orother property, other than any such transaction where the Voting Stock of the Issuer outstanding immediately prior to such transaction is converted

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into or exchanged for Voting Stock (other than Disqualified Capital Stock) of the surviving or transferee Person or the parent of such surviving ortransferee Person representing a majority of the voting power of all Voting Stock of such surviving or transferee Person or the parent of such surviving ortransferee Person immediately after giving effect to such issuance; or

(4) the adoption by the stockholders of the Issuer of a plan or proposal for the liquidation or dissolution of the Issuer.

“ ConsolidatedEBITDA” means, with respect to any Person, for any period, the Consolidated Net Income of such Person and its Restricted

Subsidiaries for such period, without duplication of adjustments to Consolidated Net Income:

(1) increased by:

(a) income taxes;

(b) Consolidated Interest Expense;

(c) depreciation, depletion, accretion expense and amortization;

(d) restructuring costs and expenses associated with the integration of acquired companies (including, without limitation, theTransactions) with the Issuer and its Restricted Subsidiaries (including, without limitation, severance and relocation expenses);

(e) other non-cash expenses (including, without limitation, impairment charges, non-cash amortization of debt issuance costs,

write-off of deferred financing fees and charges in connection with the Transactions and the Notes, net foreign exchange loss, net loss fromequity accounted investee, abandoned development and acquisition costs and stock compensation expenses);

(f) net loss on sale of capital assets;

(g) nonrecurring, unusual or one-time expenses or charges and realized losses associated with fuel hedges in the fiscal years of

the Issuer ended December 31, 2015 and 2016;

(h) fair value adjustments attributable to stock options, restricted share expense, retention payments made to management ofacquired companies and payments to management in respect of certain completed acquisitions;

(i) transaction costs for acquisitions and development projects that are expensed rather than capitalized; and

(j) dividends or distributions from equity accounted investee and Unrestricted Subsidiaries; and

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(2) decreased by:

(a) net gain on sale of capital assets; and

(b) net income from equity accounted investee,

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

In addition, a pro forma adjustment to Consolidated EBITDA for any reporting period shall be made to give effect to new contracts with amunicipality for exclusive waste management services that became effective within the applicable reporting period as if such new contracts were entered into as ofthe first day of such period.

“ ConsolidatedFixedChargeCoverageRatio” means, with respect to any Person, the ratio of (x) Consolidated EBITDA of such Personduring the four full fiscal quarters for which financial statements are available (the “ FourQuarterPeriod”) ending on or prior to the Transaction Date to(y) Consolidated Fixed Charges of such Person for the Four Quarter Period.

For purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro formabasis to the incurrence, repayment or redemption of any Indebtedness of such Person or any of its Restricted Subsidiaries giving rise to the need to make suchcalculation and any incurrence, repayment or redemption of other Indebtedness, other than the incurrence, repayment or redemption of Indebtedness in the ordinarycourse of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the lastday of the Four Quarter Period and prior to the Transaction Date, as if such incurrence, repayment or redemption, as the case may be, occurred on the first day ofthe Four Quarter Period.

In addition, Investments (including any Designation of Unrestricted Subsidiaries), Revocations, acquisitions, dispositions, mergers andconsolidations that have been made by the Issuer or any of its Restricted Subsidiaries during the Four Quarter Period or subsequent to the Four Quarter Period andon or prior to the Transaction Date shall be given effect on a pro forma basis to the extent applicable, assuming that all such Investments, Revocations, acquisitions,dispositions, mergers and consolidations (and the reduction or increase of any associated Consolidated Fixed Charges, and the change in Consolidated EBITDA,resulting therefrom) had occurred on the first day of the Four Quarter Period. If, since the beginning of such period, any Person (that subsequently became aRestricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment,Revocation, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Consolidated Fixed ChargeCoverage Ratio shall be calculated on a pro forma basis for such period as if such Investment, Revocation, acquisition, disposition, merger or consolidation hadoccurred at the beginning of the applicable Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a Person other than the Issuer or a RestrictedSubsidiary, the preceding paragraph will give effect to the incurrence of such guaranteed Indebtedness as if such Person or

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any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.

Whenever any calculation under this definition is to be made on a proformabasis, the pro forma calculation will be determined in good faith bya responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include, without limitation, (1) adjustments calculated inaccordance with accordance with Regulation S-X under the Exchange Act, (2) adjustments of the nature used in connection with the calculation of “adjustedEBITDA” as set forth in the Offering Memorandum in note (1) to “Offering Memorandum Summary—Summary Unaudited Pro Forma Consolidated FinancialInformation” and (3) cost savings projected to be realized from any acquisition, divestiture, investment or operational initiative for which specified actions havebeen taken or are reasonably expected to be taken, are expected to be realized within 18 months of the date of such pro forma calculation and are reasonablyidentifiable and factually supportable; providedthat, beginning after the first four fiscal quarters following the Issue Date, the aggregate amount of cost savingsincluded in such pro forma calculation pursuant to this clause (3) shall not exceed 15% of the total Consolidated EBITDA for the applicable Four Quarter Periodprior to giving effect to such cost savings.

Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this“Consolidated Fixed Charge Coverage Ratio,”

(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be sodetermined thereafter shall be deemed to have accrued at a fixed rate perannumequal to the weighted average rate of interest during the Four QuarterPeriod;

(2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a

factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will bedeemed to have been in effect during the Four Quarter Period; and

(3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by

agreements relating to Hedging Obligations, shall be deemed to accrue at the weighted average rate perannumduring the Four Quarter Period resultingafter giving effect to the operation of such agreements.

“ ConsolidatedFixedCharges” means, with respect to any Person for any period, the sum, without duplication, of

(1) Consolidated Interest Expense, plus

(2) the amount of all dividend payments on any series of Preferred Stock of such Person and its Restricted Subsidiaries (other than

dividends paid in Qualified Capital Stock and other than dividends paid to such Person or to a Restricted Subsidiary of such Person) paid, accrued orscheduled to be paid or accrued during such period ( providedthat dividends paid by the increase in liquidation preference, or the issuance, of

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Disqualified Capital Stock shall be valued at the amount of such increase in liquidation preference or the value of the liquidation preference of suchissuance, as applicable).

“ ConsolidatedInterestExpense” means, with respect to any Person for any period, the aggregate amount of interest required to be paid or

accrued by the Issuer and its Restricted Subsidiaries during such period on all indebtedness of the Issuer and its Restricted Subsidiaries outstanding during all orany part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest inrespect of any Capital Lease Obligation or any Synthetic Lease, and including commitment fees, letter of credit fees, agency fees, balance deficiency fees andsimilar fees or expenses for such period in connection with the borrowing of money or any deferred purchase price obligation, but excluding therefrom (a) the non-cash amortization of debt issuance costs, (b) the write-off of deferred financing fees and charges in connection with the Transactions and in connection with theNotes, in each case, that are classified as interest under GAAP and (c) any prepayment penalties or premiums.

“ ConsolidatedNetIncome” means, with respect to any Person (such Person, for purposes of this definition, the “ ReferentPerson”), for anyperiod, the net income (or loss) of the Referent Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance withGAAP; providedthat there shall be excluded from such net income (loss), to the extent otherwise included therein, without duplication,

(1) after-tax gains or losses on Asset Sales or other asset sales outside the ordinary course of business or abandonments or reserves relatingthereto;

(2) after-tax extraordinary gains or extraordinary losses determined in accordance with GAAP;

(3) the net income (but not loss) of any Restricted Subsidiary of the Referent Person to the extent that the declaration of dividends or

similar distributions by that Restricted Subsidiary of that income is restricted;

(4) the net income or loss of any Person that is not a Restricted Subsidiary of the Referent Person except to the extent of cash dividends ordistributions paid to the Referent Person or to a Wholly Owned Restricted Subsidiary of the Referent Person (subject, in the case of a dividend ordistribution paid to a Restricted Subsidiary, to the limitation contained in clause (3) above);

(5) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated

Net Income accrued at any time following the Issue Date;

(6) the net income of any Person earned prior to the date it becomes a Restricted Subsidiary of the Referent Person or is merged orconsolidated with the Referent Person or any Restricted Subsidiary of the Referent Person;

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(7) in the case of a successor to the Referent Person by consolidation or merger or as a transferee of the Referent Person’s assets, any

earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

(8) gains or losses from the cumulative effect of any change in accounting principles, methods or interpretations;

(9) the write-off of deferred financing costs as a result of the prepayments of Indebtedness on the Issue Date described in the OfferingMemorandum; and

(10) gains or losses from the extinguishment of Indebtedness.

“ CorporateTrustOffice” means the corporate trust office of the Trustee located at 150 East 42nd Street, 40th Floor, New York, NY 10017, or

such other office, designated by the Trustee by written notice to the Issuer, at which at any particular time its corporate trust business shall be administered.

“ CreditFacilities” means one or more credit facilities (including the Senior Secured Credit Facilities), letter of credit facilities, commercialpaper facilities or indentures, in each case with banks or other lenders, investors or a trustee, providing for revolving loans, term loans, the issuance of letters ofcredit or bankers’ acceptances, receivables financings or the issuance of debt securities.

“ Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“ Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Depositary” means The Depository Trust Company, New York, New York, or a successor thereto registered under the Exchange Act or otherapplicable statute or regulation.

“ DesignatedNon-CashConsideration” means the Fair Market Value of any non-cash consideration received by the Issuer or one of itsRestricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate which setsforth the Fair Market Value of the non-cash consideration at the time of its receipt and the basis for such valuation.

“ DisqualifiedCapitalStock” means any class or series of Capital Stock of any Person that by its terms or otherwise is

(1) required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior tothe date that is 91 days after the Stated Maturity of the principal of the Notes; or

(2) convertible into or exchangeable at the option of the holder thereof for Capital Stock referred to in clause (1) above or Indebtedness

having a scheduled maturity

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on or prior to the date that is 91 days after the Stated Maturity of the principal of the Notes.

Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have theright to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a “change of control” or “asset sale” will not constitute DisqualifiedCapital Stock if such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tenderedpursuant thereto.

“ EquityInterests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security thatis convertible into, or exchangeable for, Capital Stock).

“ EquityOffering” means any public or private sale for cash of Capital Stock (other than Disqualified Capital Stock) of the Issuer.

“ ExchangeAct” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“ ExcludedContribution” means Net Proceeds, or the Fair Market Value of property or assets, received by the Issuer as capital contributions tothe Issuer after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary) of Qualified Capital Stock, in each case to the extent designated asan Excluded Contribution pursuant to an Officer’s Certificate of the Issuer and not previously included in the calculation set forth in clause (3)(b) of the firstparagraph under Section 4.11 for purposes of determining whether a Restricted Payment may be made.

“ ExistingIndebtedness” means Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (after giving effect tothe use of proceeds from the offering of the Notes on the Issue Date as described in the Offering Memorandum under the caption “Use of Proceeds”) other thanIndebtedness under the Senior Secured Credit Facilities and Indebtedness owed to the Issuer or any of its Subsidiaries.

“ FairMarketValue” means, with respect to any asset or property, the fair market value of such asset or property as determined in good faithby the applicable Board of Directors, whose determination will be conclusive.

“ FourQuarterPeriod” means, with respect to any measurement date, the most recent four full fiscal quarters for which financial statementsare available.

“ GAAP” means generally accepted accounting principles set forth in the Accounting Standards Codification of the Financial AccountingStandards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, in effect on the dateof this Indenture; providedthat the accounting for operating leases and financing or capital leases under GAAP as in effect on the Issue Date (including, withoutlimitation, Accounting Standards Codification 840) shall apply for the purposes of determining

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compliance with the provisions of this Indenture, including the definition of Capital Lease Obligations and any obligations related thereto.

“ GlobalNote” means one or more Regulation S Global Notes and 144A Global Notes.

“ GlobalNoteLegend” means the legend set forth in Exhibit B , which is required to be placed on all Global Notes issued under this Indenture.

“ Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct orindirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of allor any part of any Indebtedness.

“ Guarantors” means:

(1) each of the U.S. Restricted Subsidiaries of the Issuer that is a borrower (other than the Issuer) or guarantor under the Senior SecuredCredit Facilities; and

(2) each other Subsidiary of the Issuer, if any, that executes a Subsidiary Guarantee in accordance with the provisions of this Indenture;

and their respective successors and assigns, and in each case, until such Person is released from its Subsidiary Guarantee in accordance with the provisions of thisIndenture.

“ HedgingObligations” means, with respect to any Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, foreign currency collar agreements,foreign currency hedging agreements or foreign currency swap agreements or other similar arrangements or agreements; and

(2) forward contracts, commodity swap agreements, commodity option agreements or other similar agreements or arrangements.

“ Holder” means the registered holder of any Note.

“ incur” means to directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or

otherwise, with respect to any Indebtedness and “incurrence” shall have a correlative meaning. For the avoidance of doubt, the accrual of interest, accretion oramortization of original issue discount and increase in the liquidation preference of Preferred Stock in lieu of payment of cash dividends thereon shall not be anincurrence; provided, in each case, that the amount thereof is included in Consolidated Fixed Charges of the Issuer as accrued in the respective period. For theavoidance of doubt, Existing Indebtedness shall be deemed to have been incurred prior to the date of this Indenture.

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“ Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued

expense or trade payable;

(6) representing any Hedging Obligations;

(7) representing any Disqualified Capital Stock of such Person and any Preferred Stock issued by a Restricted Subsidiary of such Person;or

(8) in respect of Attributable Debt,

if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations, Disqualified Capital Stock and Preferred Stock) would appear as aliability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (a) all Indebtedness ofothers secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), and (b) to the extent nototherwise included, the Guarantee by such Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount;

(2) the maximum fixed price upon the mandatory redemption or repurchase (including upon the option of the holder), in the case ofDisqualified Capital Stock of such Person;

(3) the maximum voluntary or involuntary liquidation preferences plus accrued and unpaid dividends, in the case of Preferred Stock of a

Restricted Subsidiary of such Person; and

(4) the principal amount thereof, together with any interest thereon that is more than 30 days past due and any premium thereon if suchIndebtedness is redeemable at the option of the holder at such date, in the case of any other Indebtedness.

“ Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

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“ InterestPaymentDate” means the Stated Maturity of an installment of interest on the Notes.

“ InvestmentGradeRating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P,

or an equivalent rating by any other Rating Agency.

“ Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of director indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions, purchases or other acquisitions for consideration ofIndebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordancewith GAAP. “Investment” excludes (1) extensions of trade credit by the Issuer and its Restricted Subsidiaries on commercially reasonable terms in accordancewith the trade practices of the Issuer or such Restricted Subsidiary, as the case may be, and (2) any purchase, redemption or other acquisition or retirement for valueof any Capital Stock of the Issuer or any warrants, options or other rights to purchase or acquire any such Capital Stock. If the Issuer or any Restricted Subsidiaryof the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any suchsale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any suchsale or disposition equal to the Fair Market Value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as providedin the penultimate paragraph of Section 4.11. The amount of any Investment shall be the original cost of such Investment, without any adjustments for increases ordecreases in value, or write-ups, write-downs or write-offs with respect to such Investment but less all cash distributions constituting a return of capital.

“ IssueDate” means November 10, 2016.

“ Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of suchasset, including any conditional sale or other title retention agreement, any lease in the nature thereof (other than an operating lease), and any filing of any financingstatement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“ MaturityDate” means November 15, 2024.

“ Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“ NetProceeds” means (a) in respect of any Asset Sale, the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries,net of (i) the costs relating to such Asset Sale, including, without limitation, (x) legal, accounting and investment banking fees and sales commissions, (y) anyrelocation expenses incurred as a result thereof and (z) taxes paid or payable as a result thereof, in each case after taking into account any available tax credits ordeductions and any tax sharing arrangements, (ii) amounts required to be applied to the repayment of Indebtedness, other than subordinated Indebtedness inconnection with such Asset Sale, (iii) if the assets subject to such Asset Sale were financed by industrial revenue bonds or solid

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waste disposal bonds, amounts required to be applied to the repayment of such bonds (or to the repayment of Indebtedness funded by such bonds) with the proceedsof such disposition by the terms of such bonds or such Indebtedness and (iv) amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be,as a reserve against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by the Issuer or any RestrictedSubsidiary, as the case may be, after such Asset Sale, including, without limitation, pensions and other post-employment benefit liabilities, liabilities related toenvironmental matters and liabilities under any indemnification obligations associated with such Asset Sale; provided, however, that any amounts ultimatelyremaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Proceeds; and (b) in respect of any issuance or sale of any securitiesof the Issuer or any Subsidiary by the Issuer or any Subsidiary, or any capital contribution, the cash proceeds of such issuance, sale, contribution or incurrence netof attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurredin connection with such issuance, sale, contribution or incurrence and net of taxes paid or payable as a result thereof.

“ Non-U.S.Person” has the meaning assigned to such term in Regulation S.

“ Notes” means, collectively, the Issuer’s 5 / % Senior Notes due 2024 issued in accordance with Section 2.02 (whether on the Issue Date orthereafter and including, for avoidance of doubt, any Additional Notes) treated as a single class of securities under this Indenture, as amended or supplementedfrom time to time in accordance with the terms of this Indenture.

“ Obligations” means, with respect to any Indebtedness, the principal, premium, if any, interest, penalties, fees, indemnifications,reimbursements, damages and other liabilities payable under the documentation governing such Indebtedness.

“ OfferingMemorandum” means the offering memorandum of the Issuer and the Guarantors dated October 27, 2016 relating to the Notes.

“ Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, theChief Financial Officer, the Chief Accounting Officer or the Secretary of such Person.

“ Officer’sCertificate” means a certificate signed on behalf of the Issuer by any one of the following: the Chief Executive Officer, thePresident, the Chief Financial Officer, the Treasurer, the Chief Accounting Officer or the Secretary and delivered to the Trustee.

“ OpinionofCounsel” means a written opinion conforming to the provisions of Section 12.05 from legal counsel who is reasonably acceptableto the Trustee. The counsel may be an employee of or counsel to the Issuer or a Guarantor.

“ Parent” means any Person of which the Issuer at any time is or becomes a Subsidiary.

“ PermittedBusiness” means the business of the Issuer and its Restricted Subsidiaries conducted on the Issue Date and businesses ancillary orreasonably related thereto or reasonable extensions thereof.

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“ PermittedInvestments” means:

(1) any Investment in Cash Equivalents;

(2) any Investment in the Issuer or any Restricted Subsidiary;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is

liquidated into, the Issuer or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and not inviolation of the provisions of Section 4.13 or any transaction not constituting an Asset Sale by reason of the $15.0 million threshold contained in clause(1) of the definition thereof;

(5) any Investment acquired in exchange for the issuance of, or acquired with the net cash proceeds of any substantially concurrent

issuance and sale of, Qualified Capital Stock; providedthat no such issuance or sale shall increase the Basket;

(6) loans and advances in the ordinary course of business to employees, officers or directors of the Issuer or any of its RestrictedSubsidiaries in an aggregate amount, when taken together with all other Investments made pursuant to this clause (6) since the date of this Indenture, notto exceed $5.0 million at any one time outstanding;

(7) Hedging Obligations permitted by clause (6) of the second paragraph of Section 4.10;

(8) Investments in securities of trade creditors or customers received in settlement of obligations or upon the bankruptcy or insolvency of

such trade creditors or customers pursuant to any plan of reorganization or similar arrangement;

(9) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made andwithout giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the date ofthis Indenture, not exceeding $100.0 million at any one time outstanding;

(10) Investments in joint ventures engaged in a Permitted Business having an aggregate Fair Market Value (measured on the date each such

Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to thisclause (10) since the date of this Indenture, not exceeding $50.0 million at any one time outstanding;

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(11) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting of any

extension, modification or renewal of any Investment existing on the Issue Date; providedthat the amount of any such Investment may be increased asrequired by the terms of such Investment as in existence on the Issue Date;

(12) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a

Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such QualifiedReceivables Financing or any related Indebtedness; and

(13) any Investment in an entity that is not a Restricted Subsidiary to which a Restricted Subsidiary sells accounts receivable pursuant to a

Qualified Receivables Financing.

The amount of Investments outstanding at any time pursuant to clauses (9) and (10) above shall be deemed to be reduced, without duplication:

(a) upon the disposition or repayment of or return on any Investment made pursuant to clauses (9) or (10) above, by an amount equal to thereturn of capital with respect to such Investment to the Issuer or any of its Restricted Subsidiaries (to the extent not included in the computation ofConsolidated Net Income), less the cost of the disposition of such Investment and net of taxes;

(b) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market

Value of the Issuer’s proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments insuch Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clauses (9) or (10) above; and

(c) upon the making of an Investment in a Person that was not a Restricted Subsidiary of the Issuer immediately prior to the making of

such Investment but that subsequently becomes a Restricted Subsidiary of the Issuer, by an amount equal to the lesser of (x) the Fair Market Value of theIssuer’s proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments in suchSubsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clauses (9) or (10) above.

“ PermittedLiens” means:

(1) (x) Liens on assets of the Issuer or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under the Credit

Facilities that were incurred pursuant to clause (1) of the definition of Permitted Debt and/or securing Hedging Obligations related thereto and (y) Liens tosecure additional Indebtedness permitted to be incurred under Section 4.10; providedthat, in the case of clause (y) of this clause (1), at the

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time of incurrence and after giving pro forma effect thereto, the Secured Leverage Ratio shall not exceed 3.75:1.00;

(2) Liens in favor of the Issuer or any Restricted Subsidiary;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or any Restricted

Subsidiary of the Issuer; providedthat such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to anyassets other than those of the Person merged into or consolidated with the Issuer or its Restricted Subsidiary;

(4) Liens on property existing at the time of acquisition thereof by the Issuer or any Restricted Subsidiary of the Issuer; providedthat such

Liens were in existence prior to the contemplation of such acquisition and do not extend to any assets other than the property so acquired;

(5) Liens to secure the performance of statutory obligations, performance, surety, landfill closure and similar bonds, reclamation bonds orother obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Indebtedness permitted by clause (3) of the second paragraph of Section 4.10; providedthat no such Liens shall extend

to any asset other than the specified asset being financed and additions and improvements thereon and reasonable extensions thereof;

(7) Liens existing on the date of this Indenture and continuation statements with respect to such Liens filed in accordance with theprovisions of the Uniform Commercial Code or similar state commercial codes;

(8) judgment Liens not giving rise to an Event of Default;

(9) Liens securing Permitted Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien

not in violation of this Indenture; providedthat such Liens do not extend to or cover any property or assets of the Issuer or any of its RestrictedSubsidiaries not securing the Indebtedness so refinanced;

(10) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of

bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(11) Liens securing reimbursement obligations with respect to letters of credit which encumber documents and other property relating tosuch letters of credit and products and proceeds thereof;

(12) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by

appropriate proceedings

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diligently concluded, providedthat any reserve or other appropriate provision as shall be required under GAAP shall have been made therefor;

(13) Liens securing Hedging Obligations;

(14) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age

pensions or other social security obligations;

(15) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens incurred in the ordinary course of business;

(16) Liens on any landfill acquired after the Issue Date securing reasonable royalty or similar payments (determined by reference to volumeor weight utilized) due to the seller of such landfill as a consequence of such acquisition;

(17) Liens securing Bank Products Obligations of the Issuer and its Restricted Subsidiaries;

(18) other Liens incurred by the Issuer or any Restricted Subsidiary of the Issuer with respect to obligations that do not exceed $100.0

million at any one time outstanding;

(19) Liens on assets of any Restricted Subsidiary that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary permittedhereunder;

(20) easements (including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements,

covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted toothers, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Issuer and itsSubsidiaries, taken as a whole;

(21) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of

its Restricted Subsidiaries;

(22) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and itsRestricted Subsidiaries in the ordinary course of business; and

(23) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” incurred in connection

with a Qualified Receivables Financing.

“ PermittedRefinancingIndebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, orthe net proceeds of which are used to

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refinance, in whole or in part, other Indebtedness of the Issuer or any of its Restricted Subsidiaries; providedthat:

(1) the principal amount (or accreted value, if applicable) or liquidation preference of such Permitted Refinancing Indebtedness does notexceed the principal amount (or accreted value, if applicable), plus accrued interest and premium, if any, on the Indebtedness, or the liquidationpreference, plus accrued dividends and premium, if any, on the Preferred Stock, so

Documents

SECURITIESANDEXCHANGECOMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0001585790/5f1797f5-a2f0-4d2… · Date of Report: November 10, 2016 (Date of earliest event reported) ... liens;