Advanced Disposal Services, Inc. Sample Contracts

ADVANCED DISPOSAL SERVICES, INC., as Issuer, the GUARANTORS named herein, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
Indenture • November 14th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • New York

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”).

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INDEMNITY AGREEMENT
Indemnity Agreement • January 20th, 2016 • ADS Waste Holdings, Inc. • Refuse systems • Delaware

This Indemnity Agreement (this “Agreement”) is made effective as of , 2015 (the “Effective Date”) by and between (i) Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and (ii) , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 12th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2016, is by and among Star Atlantic Waste Holdings, L.P., a Delaware limited partnership, (“Highstar”), Advanced Disposal Services, Inc., a Delaware corporation (the “Corporation”), and each of the Shareholders (as defined below). Each of the Persons listed on Exhibit A hereto, Highstar and any other Person who may become a party hereto pursuant to Section 11(c) and are referred to individually as a “Shareholder” and collectively as the “Shareholders”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 14th, 2018 • Advanced Disposal Services, Inc. • Refuse systems • Florida

This Executive Employment Agreement (this “Agreement”) is entered into as of November 14, 2018 (the “Effective Date”), by and between: (i) Steven R. Carn (“Executive”); and (ii) Advanced Disposal Services, Inc., a Delaware corporation (the “Company”).

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] Shares Advanced Disposal Services, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • February 1st, 2016 • Advanced Disposal Services, Inc. • Refuse systems • New York

Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), OPTrust Infrastructure I Europe Inc., a shareholder of the Company, (the “Selling Shareholder”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as Representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), of which [ ] shares will be sold by the Company and [ ] shares will be sold by the Selling Shareholder. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholder are set forth opposite its name on Schedule II hereto. The Company and the Selling Shareholder are sometimes referred to herein collectively as the “Sellers”. The Company also proposes to sell at the Underwriters’ option an aggregate of up

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11,987,453 Shares Advanced Disposal Services, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • May 10th, 2018 • Advanced Disposal Services, Inc. • Refuse systems • New York
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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 15th, 2019 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 14, 2019 (this “Agreement”), is entered into by and among Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), Waste Management, Inc., a Delaware corporation (“Parent”), and Everglades Merger Sub Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).

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ADVANCED DISPOSAL SERVICES, INC. 2016 OMNIBUS EQUITY PLAN FORM OF RESTRICTED SHARE AWARD AGREEMENT FOR EXECUTIVE OFFICERS
Restricted Share Award Agreement • February 1st, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is made effective as of (the “Date of Grant”) between Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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ADVANCED DISPOSAL SERVICES, INC. 2016 OMNIBUS EQUITY PLAN FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT FOR EXECUTIVE OFFICERS
Incentive Stock Option Award Agreement • February 1st, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS OPTION AGREEMENT (the “Agreement”) is made effective as of (the “Date of Grant”) between Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 12th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of October 11, 2016, by and between ADVANCED DISPOSAL WASTE HOLDINGS CORP., a Delaware corporation (“Parent”), and ADVANCED DISPOSAL SERVICES, INC., a Delaware corporation (the “Company”).

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AMENDMENT No. 2, dated as of February 14, 2014 (this “Amendment”), to (i) the Credit Agreement dated as of October 9, 2012, among ADS Waste Holdings, Inc., a Delaware corporation (as successor to ADS Waste Escrow Corp. II, the “Borrower”), Advanced...
Senior Secured Credit Agreement • March 21st, 2014 • ADS Waste Holdings, Inc. • Refuse systems • New York

CREDIT AGREEMENT, dated as of October 9, 2012 (as amended by Amendment No. 1 on February 8, 2013 and as as further amended by Amendment No. 2 on February 14, 2014), among ADS WASTE ESCROW CORP. II, a Delaware corporation (the “Escrow Borrower”) (which on the Acquisition Date (as defined below) shall be merged with and into ADS WASTE HOLDINGS, INC., a Delaware corporation (“ADS”)), upon the effectiveness of the Joinder Agreement (as defined below), ADVANCED DISPOSAL WASTE HOLDINGS CORP., a Delaware corporation (“ADS Holdings” and, upon the effectiveness of the Joinder Agreement, “Intermediate Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral A

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ADVANCED DISPOSAL SERVICES, INC. 2016 OMNIBUS EQUITY PLAN FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR EXECUTIVE OFFICERS
Advanced Disposal Services • February 1st, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS OPTION AGREEMENT (the “Agreement”) is made effective as of (the “Date of Grant”) between Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 20th, 2016 • ADS Waste Holdings, Inc. • Refuse systems • Florida

This Executive Employment Agreement (this “Agreement”) is entered into as of May 29, 2015 (the “Effective Date”), by and between: (i) Michael K. Slattery (“Executive”); and (ii) ADS Waste Holdings, Inc., a Delaware corporation (the “Company”).

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ADVANCED DISPOSAL SERVICES, INC. 2016 OMNIBUS EQUITY PLAN FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT FOR EXECUTIVE OFFICERS
Restricted Share Unit Award Agreement • February 1st, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”) is made effective as of (the “Date of Grant”) between Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 12, 2016 AMONG ADVANCED DISPOSAL SERVICES, INC. STAR ATLANTIC WASTE HOLDINGS, L.P. BTG PACTUAL INTERNATIONAL PORTFOLIO FUND II SPC, SEGREGATED PORTFOLIO BTGPH CORP HEDGE AND CANADA PENSION PLAN INVESTMENT BOARD
Stockholders Agreement • October 12th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

This Stockholders Agreement is entered into as of October 12, 2016 by and among Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), Star Atlantic Waste Holdings, L.P. (“Star Atlantic”), BTG Pactual International Portfolio Fund II SPC, Segregated Portfolio BTGPH Corp Hedge (“BTG”), and Canada Pension Plan Investment Board (“CPPIB”).

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INDEMNITY AGREEMENT
Indemnity Agreement • August 5th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

This Indemnity Agreement (this “Agreement”) is made effective as of _______________, 2016 (the “Effective Date”) by and between (i) Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and (ii) ____________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 28th, 2018 • Advanced Disposal Services, Inc. • Refuse systems • Florida

This Executive Employment Agreement (this “Agreement”) is entered into as of March 31, 2015 (the “Effective Date”), by and between: (i) Matthew Gunnelson (“Executive”); and (ii) ADS Waste Holdings, Inc., a Delaware corporation (the “Company”).

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AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • June 24th, 2020 • Advanced Disposal Services, Inc. • Refuse systems

THIS AMENDMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of April 14, 2019 (the “Merger Agreement”), by and among Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), Waste Management, Inc., a Delaware corporation (“Parent”), and Everglades Merger Sub Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”), is entered into by and among Parent, Merger Sub and the Company as of June 24, 2020. Capitalized terms used but not defined elsewhere in this Amendment shall have the meanings ascribed to them in the Merger Agreement.

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terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes and every holder of Notes heretofore or hereafter authenticated and delivered shall...
Supplemental Indenture • April 30th, 2019 • Advanced Disposal Services, Inc. • Refuse systems • New York
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AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 23rd, 2014 • ADS Waste Holdings, Inc. • Refuse systems

This Amendment No. 1 is made and entered into this 18th day of July, 2014, by ADS Waste Holdings, Inc., a Delaware corporation (the "Company"), and Richard Burke ("Executive").

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Separation and Release Agreement
Separation and Release Agreement • March 21st, 2014 • ADS Waste Holdings, Inc. • Refuse systems • Florida

This letter agreement (this “Agreement”) sets forth our mutual understanding concerning your separation from service in all capacities as a director, officer and employee of ADS Waste Holdings, Inc. (the “Company”), effective January 31, 2014 (the “Separation Date”).

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SECURITIES AND ASSET PURCHASE AGREEMENT by and among WASTE MANAGEMENT, INC., ADVANCED DISPOSAL SERVICES, INC., GFL HOLDCO (US), LLC and, solely with respect to Section 10.21 hereof, GFL ENVIRONMENTAL INC. dated as of June 24, 2020
Securities and Asset Purchase Agreement • July 31st, 2020 • Advanced Disposal Services, Inc. • Refuse systems • Delaware
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ADVANCED DISPOSAL SERVICES, INC. 2016 OMNIBUS EQUITY PLAN FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT
Advanced Disposal Services • May 8th, 2017 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) is made effective as of ______________ (the “Date of Grant”) between Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”).

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ADVANCED DISPOSAL WASTE HOLDINGS CORP. AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT FOR NAMED EXECUTIVE OFFICERS
Restricted Share Unit Award Agreement • June 30th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”) is made effective as of ______________ (the “Date of Grant”) between Advanced Disposal Waste Holdings Corp., a Delaware corporation (the “Company”), and _________________ (the “Participant”).

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INDEMNITY AGREEMENT
Indemnity Agreement • August 11th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

This Indemnity Agreement (this “Agreement”) is made effective as of , 2016 (the “Effective Date”) by and between (i) Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and (ii) , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 16th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of [·], 2016, by and between ADVANCED DISPOSAL WASTE HOLDINGS CORP., a Delaware corporation (“Parent”), and ADVANCED DISPOSAL SERVICES, INC., a Delaware corporation (the “Company”).

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ADVANCED DISPOSAL WASTE HOLDINGS CORP. AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT FOR NAMED EXECUTIVE OFFICERS
Restricted Share Award Agreement • June 30th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is made effective as of ______________ (the “Date of Grant”) between Advanced Disposal Waste Holdings Corp., a Delaware corporation (the “Company”), and _________________ (the “Participant”).

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FORM OF STOCKHOLDERS AGREEMENT AMONG ADVANCED DISPOSAL SERVICES, INC., STAR ATLANTIC WASTE HOLDINGS, L.P. AND BTG PACTUAL GP MANAGEMENT LTD.
Stockholders Agreement • January 20th, 2016 • ADS Waste Holdings, Inc. • Refuse systems • Delaware

This Stockholders Agreement is entered into as of [•], 2016 by and among Advances Disposal Services, Inc., a Delaware corporation (the “Company”), Star Atlantic Waste Holdings, L.P. (“Star Atlantic”) its affiliates and subsidiaries and its and their successors and assigns and BTG Pactual GP Management Ltd., its affiliates and subsidiaries and its and their successors and assigns (collectively, “BTG”).

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AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 30th, 2016 • Advanced Disposal Services, Inc. • Refuse systems

This Amendment No. 2 is made and entered into this 24th day of June, 2016, by Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and Richard Burke (“Executive”).

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ADVANCED DISPOSAL SERVICES, INC. 2016 OMNIBUS EQUITY PLAN FORM OF RESTRICTED SHARE AWARD AGREEMENT FOR DIRECTORS
Restricted Share Award Agreement for Directors • January 20th, 2016 • ADS Waste Holdings, Inc. • Refuse systems • Delaware

THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is made effective as of (the “Date of Grant”) between Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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Contract
Advanced Disposal Services • November 21st, 2017 • Advanced Disposal Services, Inc. • Refuse systems • New York

AMENDMENT NO. 1, dated as of November 21, 2017 (this “Amendment”), by and among Advanced Disposal Services, Inc., a Delaware corporation (the “Borrower”), Deutsche Bank AG New York Branch, as administrative agent and as collateral agent (the “Administrative Agent”), each Guarantor party hereto (collectively, the “Guarantors” and individually, a “Guarantor”) and each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), to the Amended and Restated Credit Agreement dated as of October 9, 2012 (as amended and restated as of November 10, 2016), among the Borrower, Advanced Disposal Waste Holdings Corp., a Delaware corporation, the lenders party thereto and the Administrative Agent (the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

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ADVANCED DISPOSAL SERVICES, INC. 2016 OMNIBUS EQUITY PLAN FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT FOR EXECUTIVE OFFICERS
Advanced Disposal Services • May 8th, 2017 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”) is made effective as of [●] (the “Date of Grant”) between Advanced Disposal Services, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).

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ADVANCED DISPOSAL WASTE HOLDINGS CORP. AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR NAMED EXECUTIVE OFFICERS
Performance Share Unit Award Agreement • June 30th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • Delaware

THIS PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) is made effective as of ______________ (the “Date of Grant”) between Advanced Disposal Waste Holdings Corp., a Delaware corporation (the “Company”), and _________________ (the “Participant”).

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June 20, 2014 Mr. Charles C. Appleby Jacksonville, FL 32223 Dear Charlie,
Letter Agreement • June 26th, 2014 • ADS Waste Holdings, Inc. • Refuse systems

This letter agreement (the “Agreement”) formalizes the arrangement between you and ADS Waste Holdings, Inc. (the “Company”) in relation to certain advisory services you will render to the Company following your retirement from active employment with the Company as its Chairman and Chief Executive Officer on June 30, 2014 (the “Retirement Date”). It further clarifies issues relating to certain other items as set forth herein. The terms of the Agreement between you and the Company are as follows:

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Contract
Credit Agreement • August 5th, 2016 • Advanced Disposal Services, Inc. • Refuse systems • New York

AMENDMENT No. 3, dated as of February 4, 2016 (this “Amendment No. 3”), 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 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.

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