as Issuer THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION as Trustee, Paying Agent and Note Registrar INDENTURE Dated as of September 23, 2019 5.000% Senior Notes due 2027Indenture • September 23rd, 2019 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
(A)any disposition of cash or Cash Equivalents or Investment Grade Securities or, excess, obsolete, damaged, unnecessary, unsuitable or worn out property, equipment or other assets in the ordinary course of business, or any disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and facility updates or any disposition of any inventory, immaterial assets or goods (or other assets) held for sale or no longer used in the ordinary course of business or any disposition resulting from the liquidation or dissolution of any Restricted Subsidiary that is dormant or no longer used in the Issuer’s ordinary course of business to the extent made ratably in accordance with the relative equity interest held by, or capital accounts of, the owners thereof;
Advanced Drainage Systems, Inc. Common Stock, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2019 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
Advanced Drainage Systems, Inc. a Delaware corporation (the “Company”), proposes to sell 9,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to 1,350,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
ADVANCED DRAINAGE SYSTEMS, INC. as Issuer THE GUARANTORS NAMED HEREIN and as Trustee, Paying Agent and Note Registrar INDENTURE Dated as of June 9, 2022Advanced Drainage Systems, Inc. • June 9th, 2022 • Plastics foam products • New York
Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Rules of Construction 1 SECTION 102. Definitions 2 SECTION 103. Compliance Certificates and Opinions 38 SECTION 104. Form of Documents Delivered to Trustee 39 SECTION 105. Acts of Holders 39 SECTION 106. Notices, Etc., to Trustee, Issuer, any Guarantor and Agent 40 SECTION 107. Notice to Holders; Waiver 41 SECTION 108. Effect of Headings and Table of Contents 41 SECTION 109. Successors and Assigns 42 SECTION 110. Severability Clause 42 SECTION 111. Benefits of Indenture 42 SECTION 112. Governing Law 42 SECTION 113. Legal Holidays 42 SECTION 114. No Personal Liability of Directors, Managers, Officers, Employees and Stockholders 42 SECTION 115. Counterparts 42 SECTION 116. USA PATRIOT Act 42 SECTION 117. Waiver of Jury Trial 43 SECTION 118. Force Majeure 43 ARTICLE TWO NOTE FORMS SECTION 201. Form and Dating 43 SECTION 202. Execution, Authentication, Delivery and Dating 43 ARTICLE THREE THE NOTES SECTIO
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 30th, 2019 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
Advanced Drainage Systems, Inc. Common Stock, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
ASP ADS Investco LLC, a stockholder (the “Selling Stockholder”) of Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of [ — ] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Selling Stockholder proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) options to purchase up to an aggregate of [ — ] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholder by the Underwriters.
Executive Employment Agreement November 10, 2016Employment Agreement • May 30th, 2019 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
This Executive Employment Agreement (this “Agreement”) is entered into effective as of the date set forth above (the “Effective Date”) by and between ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “Company”), and KEVIN C. TALLEY (the “Executive”).
SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
This Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of June 22, 2017 (this “Agreement”), is entered into by and among PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as collateral agent pursuant to Section 3.1(a) of this Agreement (the “Collateral Agent”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent (as hereinafter defined) on behalf of each of the Domestic Facility Lenders (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Mexican Facility Agent (as hereinafter defined) on behalf of each of the Mexican Facility Lenders (as hereinafter defined) and each of the NOTEHOLDERS (as hereinafter defined).
SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products
THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 22, 2017, (as further restated, amended, modified or supplemented from time to time, the “Agreement”), is given by EACH OF THE UNDERSIGNED PARTIES LISTED ON THE SIGNATURE PAGES HERETO and EACH OF THE OTHER PERSONS AND ENTITIES THAT BECOMES BOUND HEREBY FROM TIME TO TIME by joinder, assumption or otherwise (each a “Pledgor” and collectively the “Pledgors”), as a Pledgor of the each of the Companies (as defined herein), to PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
ADVANCED DRAINAGE SYSTEMS, INC. Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • June 20th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products
This Non-Qualified Stock Option Agreement is entered into as of , between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), and «NAME», an individual (the “Optionee”).
SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
THIS SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (the “Agreement”) is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (“ADS”), EACH GUARANTOR (as defined in the Credit Agreement, as defined herein), EACH PERSON WHO HEREAFTER BECOMES A GUARANTOR UNDER THE CREDIT AGREEMENT (ADS and each Guarantor being individually referred to herein as a “Company” and collectively as the “Companies”), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), dated as of June 22, 2017, is entered into by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “Borrower”), and EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND EACH OF THE OTHER PERSONS AND ENTITIES THAT BECOMES BOUND HEREBY FROM TIME TO TIME by joinder, assumption or otherwise (together with the Borrower, each a “Debtor” and, collectively, the “Debtors”), and PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below);
Executive Employment AgreementExecutive Employment Agreement • May 19th, 2022 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
references to termination of employment herein shall be construed to mean the date of Executive’s separation from service.
ADVANCED DRAINAGE SYSTEMS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 10th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
This Restricted Stock Agreement (this “Agreement”) is entered into as of , by and between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), and , an individual (the “Grantee”).
ADVANCED DRAINAGE SYSTEMS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 20th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
This Restricted Stock Agreement (this “Agreement”) is entered into as of , by and between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), and , an individual (the “Grantee”).
Re: Amendment No. 10 and Consent to Amended and Restated PrivateNote Agreement • February 22nd, 2016 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012, Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012, Amendment No. 4 to Amended and Restated Private Shelf Agreement dated April 26, 2013, Amendment No. 5 to Amended and Restated Private Shelf Agreement dated June 12, 2013, including the Supplement thereto dated June 24, 2013, Amendment No. 6 to Amended and Restated Private Shelf Agreement dated September 23, 2013, Amendment No. 7 to Amended and Restated Private Shelf Agreement dated December 31, 2013, Amendment No. 8 and Limited Waiver to Amended and Restated Private Shelf Agreement dated August 21, 2015 and Amendment No. 9 and Consent to Amended and Restated Private Shelf Agr
Agreement and Plan of Merger by and among INFILTRATOR WATER TECHNOLOGIES ULTIMATE HOLDINGS, INC. (a Delaware corporation), ADVANCED DRAINAGE SYSTEMS, INC. (a Delaware corporation), OCEAN SUB, INC. (a Delaware corporation) and 2461461 ONTARIO LIMITED...Agreement and Plan of Merger • August 1st, 2019 • Advanced Drainage Systems, Inc. • Plastics foam products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 31, 2019, is made by and among Infiltrator Water Technologies Ultimate Holdings, Inc., a Delaware corporation (the "Company"), Advanced Drainage Systems, Inc., a Delaware corporation (the "Purchaser"), Ocean Sub, Inc., a Delaware corporation and wholly‑owned subsidiary of the Purchaser (the "Merger Sub"), and 2461461 Ontario Limited, an Ontario corporation (the "Representative"), as representative for the Stockholders and Optionholders. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
ADVANCED DRAINAGE SYSTEMS, INC. Incentive Stock Option AgreementIncentive Stock Option Agreement • March 29th, 2016 • Advanced Drainage Systems, Inc. • Plastics foam products
This Incentive Stock Option Agreement is entered into as of , between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
ADVANCED DRAINAGE SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT Dated as of July 30, 2014Registration Rights Agreement • July 30th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • Delaware
This REGISTRATION RIGHTS AGREEMENT is dated as of July 30, 2014 (this “Agreement”), between Advanced Drainage Systems, Inc., a Delaware corporation (“ADS”), those Persons set forth on Schedule I hereto, and any Person who becomes a party hereto pursuant to the terms of this Agreement.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 4th, 2015 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Third Amendment”), dated as of November 30, 2015, amends that certain Second Amended and Restated Credit Agreement, dated as of June 12, 2013, as amended by a First Amendment thereto dated December 20, 2013, a Consent to Reporting Extension dated July 23, 2015, a Second Amendment thereto dated as of August 21, 2015, a Waiver to Credit Agreement dated as of September 29, 2015, and a Consent to Additional Reporting Extension dated October 23, 2015 (collectively, the “Credit Agreement”), by and among ADS MEXICANA, S.A. DE C.V., a corporation organized under the laws of the United Mexican States (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement), the LENDERS (as defined in the Credit Agreement) PARTY THERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
ADS Worldwide, Inc. Grupo Altima, S.A de C.V. and Sistemas Ecologicos de Drenaje, S.A. de C.V. Participation Agreement July 17, 2000Participation Agreement • June 6th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2000, by and between ADS Worldwide, Inc. (“ADS Worldwide”), a corporation organized under the laws of the State of Delaware, United States of America, Grupo Altima S.A. de C.V. (“Altima”), a corporation organized under the laws of the United Mexican States (“Mexico”), and Sistemas Ecologicos de Drenaje, S.A. de C.V. (the “Company”), a corporation organized under the laws of Mexico. ADS Worldwide, Altima, and the Company are hereinafter collectively referred to as the “Parties.”
ADVANCED DRAINAGE SYSTEMS, INC. AMENDED AND RESTATED PRIVATE SHELF AGREEMENT PRIVATE SHELF FACILITY Dated as of September 24, 2010 Amending and Restating the Private Shelf Agreement Dated December 11, 2009Private Shelf Agreement • June 6th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
The undersigned, Advanced Drainage Systems, Inc., an Delaware corporation (herein called the “Company”), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.
ADVANCED DRAINAGE SYSTEMS, INC. First Amendment to Amended and Restated Executive Employment Agreement March 16, 2018Employment Agreement • March 21st, 2018 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
This First Amendment to Amended and Restated Executive Employment Agreement (this “Amendment”) is entered into effective as of the date set forth above (the “Effective Date”) by and between ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “Company”), and THOMAS M. FUSSNER (the “Executive”).
BaySaver Technologies, LLC Limited Liability Company Agreement Organized Under the Delaware Limited Liability Company ActLimited Liability Company Agreement • June 6th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • Delaware
This Limited Liability Company Agreement (this “Agreement”) evidences the mutual agreement of the Members (as hereinafter defined) in consideration of their contributions and promises each to the others, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, Del. Code Ann. title 6, §§18-l01 et. seq., as the same may be amended from time to time (the “Act”).
550,000,000 REVOLVING CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among ADVANCED DRAINAGE SYSTEMS, INC. THE GUARANTORS AND THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS...Credit Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity, as well as its successors and assigns, as the “Administrative Agent”), PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Joint Bookrunners (hereinafter collectively referred to in such capacity as the “Joint Bookrunners”), PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Joint Lead Arrangers (hereinafter collectively referred to in such capacity as the “Joint Lead Arrangers”) and CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Co-Syndication Agents (hereinafter collectively referred to in such capaci
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 26th, 2015 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Second Amendment”), dated as of August 21, 2015, amends that certain Amended and Restated Credit Agreement, dated as of June 12, 2013, as amended by a First Amendment thereto dated December 20, 2013 and a Consent to Reporting Extension dated July 23, 2015 (collectively, the “Credit Agreement”), by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement), the LENDERS (as defined in the Credit Agreement) PARTY THERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
December 31, 2013Note Agreement • June 6th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012, Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012, Amendment No. 4 to Amended and Restated Private Shelf Agreement dated April 26, 2013, Amendment No. 5 to Amended and Restated Private Shelf Agreement dated June 12, 2013, including the Supplement thereto dated June 24, 2013, and Amendment No. 6 to Amended and Restated Private Shelf Agreement dated September 23, 2013 (as so amended, the “Note Agreement”), between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), on one hand, and Prudential Investment Management, Inc. (“Prudential”) and each other Prudential Affiliate as therein defined which becomes boun
ADVANCED DRAINAGE SYSTEMS, INC. DIRECTOR STOCK AGREEMENTDirector Stock Agreement • July 2nd, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
This Director Stock Agreement (this “Agreement”) is entered into as of , 201 , by and between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), and , a director of the Company (the “Grantee”).
June 24, 2013Advanced Drainage Systems, Inc. • June 6th, 2014 • Plastics foam products • New York
AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (“ADS”), EACH GUARANTOR (as defined in the Credit Agreement, as defined herein), EACH PERSON WHO HEREAFTER BECOMES A GUARANTOR UNDER THE SECOND AMENDED AND RESTATED PRIVATE SHELF AGREEMENT (ADS and each Guarantor being individually referred to herein as a “Company” and collectively as the “Companies”), and PGIM, INC. (“Prudential”) for its own benefit and the benefit of the Purchasers (as defined in the Shelf Agreement).
September 23, 2013Note Agreement • June 6th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012, Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012, Amendment No. 4 to Amended and Restated Private Shelf Agreement dated April 26, 2013 and Amendment No. 5 to Amended and Restated Private Shelf Agreement dated June 12, 2013, including the Supplement thereto dated June 24, 2013 (as so amended, the “Note Agreement”), between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), on one hand, and Prudential Investment Management, Inc. (“Prudential”) and each other Prudential Affiliate as therein defined which becomes bound by certain provisions thereof as therein provided, on the other hand. Capitalized terms u
AMENDMENT NO. 1 TO BAYSAVER TECHNOLOGIES, LLC LIMITED LIABILITY COMPANY AGREEMENT AMONG ADS VENTURES, INC., BAYSAVER TECHNOLOGIES, INC. AND MID- ATLANTIC STORM WATER RESEARCH CENTER, INC.Limited Liability Company Agreement • July 20th, 2015 • Advanced Drainage Systems, Inc. • Plastics foam products
This Amendment No. 1 dated July 17, 2015 (this “Amendment No. 1”), amends and supplements the BaySaver Technologies, LLC (the “Company”) Limited Liability Company Agreement (the “Agreement”) dated July 15, 2013, by and among ADS Ventures, Inc. (“ADS/V”), BaySaver Technologies, Inc. (“BTI”) and Mid-Atlantic Storm Water Research Center, Inc. (“Mid-Atlantic”). Unless otherwise defined in this Amendment No. 1, capitalized terms used herein shall have the meanings provided them in the Agreement. Except as otherwise specifically addressed by this Amendment No. 1, the Agreement shall remain in full force and effect.
ADVANCED DRAINAGE SYSTEMS, INC. Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • February 10th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products
This Non-Qualified Stock Option Agreement is entered into as of , between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), and , an individual (the “Optionee”).
April 26, 2013Note Agreement • June 6th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012 and Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012 (as so amended, the “Note Agreement”), between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), on one hand, and Prudential Investment Management, Inc. (“Prudential”) and each other Prudential Affiliate as therein defined which becomes bound by certain provisions thereof as therein provided, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.
ADVANCED DRAINAGE SYSTEMS, INC.Advanced Drainage Systems, Inc. • November 6th, 2017 • Plastics foam products • Ohio
Effective _____________________, 20_____ (“Award Date”), you have been granted a Restricted Stock Award of __________ shares (“Awarded Shares”) of ADVANCED DRAINAGE SYSTEMS, INC. (the “Company”) common stock, par value $0.01 per share (“Shares”). These Awarded Shares are restricted until the vesting date(s) shown below.
SECOND ADDENDUM TO INTERESTHOLDERS AGREEMENT (2013 AND 2014 CAPITAL CONTRIBUTIONS)Interestholders Agreement • November 10th, 2014 • Advanced Drainage Systems, Inc. • Plastics foam products
This SECOND ADDENDUM TO INTERESTHOLDERS AGREEMENT (this “Second Addendum”) is entered into effective as of December 1, 2013 (the “Effective Date”) by and among Tubos y Plásticos ADS Chile Limitada, a limited liability company (sociedad de responsabilidad limitada) organized under the laws of Chile by public deed dated April 30, 2002, executed in the notarial office of Santiago of Mr. José Musalem Saffie (“ADS”), Tigre Chile S.A., a corporation (sociedad anónima) organized under the laws of Chile by public deed dated December 4, 2002, executed before the Notary Public of Santiago Mrs. María Gloria Acharán Toledo (“Tigre”), Tuberías Tigre-ADS Limitada (formerly known as Tuberías T-A Limitada), a limited liability company (sociedad de responsabilidad limitada) organized under the laws of Chile by public deed dated May 18, 2009, executed before the Notary Public of Santiago Mr. José Musalem Saffie (the “Company”), Advanced Drainage Systems, Inc., a corporation organized under the laws of D
