Blueprint





  Exhibit 4.4







 


AMENDED
AND RESTATED MDTL NOTE


	


Principal
Amount: $10,000,000.00

February 15,
2017 

	
 New York, New
York







 


FOR VALUE RECEIVED, each of HERE TO SERVE – MISSOURI WASTE DIVISION,
LLC, a Missouri limited liability company
(“HTS MWD”),
HERE TO SERVE – GEORGIA WASTE
DIVISION, LLC, a Georgia limited liability company
(“HTS GWD”),
MERIDIAN LAND COMPANY, LLC,
a Georgia limited liability company (“MLC”), MERIDIAN WASTE OPERATIONS, INC., a New
York corporation (“Operations”), CHRISTIAN DISPOSAL LLC, a Missouri
limited liability company (“Christian Disposal”), FWCD, LLC, a Missouri limited liability
company (“FWCD”), THE CFS GROUP, LLC, a Virginia limited
liability company (“CFS”), THE CFS GROUP DISPOSAL & RECYCLING
SERVICES, LLC, a Virginia limited liability company
(“CFS
Disposal”), and RWG5,
LLC, a Virginia limited liability company
(“RWG5”),
MERIDIAN WASTE MISSOURI,
LLC, a Missouri limited liability company
(“Meridian
Missouri”), and
MERIDIAN INNOVATIONS, LLC, a
Georgia limited liability company (“Innovations”, and together with
HTS MWD, HTS GWD, MLC, Operations, Christian Disposal, FWCD, CFS,
CFS Disposal, RWG5 and Meridian Missouri, the “Companies” and each, a
“Company”),
jointly and severally promise to pay GOLDMAN SACHS SPECIALTY LENDING HOLDINGS,
INC. (“Payee”) or its registered
assigns the principal amount set forth above, or if less, the
aggregate unpaid principal amount of MDTL Term Loans (as defined in
the Credit Agreement referred to below) of the Payee to Companies
in the installments referred to below.


Companies also
promise to pay interest on the unpaid principal amount hereof, from
the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that
certain Amended and Restated Credit and Guaranty Agreement, dated
as of February 15, 2017 (as amended, restated, replaced,
supplemented or otherwise modified from time to time, the
“Credit
Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by
and among Companies, MERIDIAN WASTE
SOLUTIONS, INC. and the other Credit Parties party thereto
from time to time, the Lenders party thereto from time to time and
GOLDMAN SACHS SPECIALTY LENDING
GROUP, L.P., as Administrative Agent, Collateral Agent and
Lead Arranger.


Companies shall
make scheduled principal payments on this Note as set forth in
Section 2.11 of the Credit Agreement.


This
Note is one of the “MDTL Notes” in an aggregate
principal amount not to exceed $10,000,000 at any time and is
issued pursuant to and entitled to the benefits of the Credit
Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Term Loan
evidenced hereby was made and is to be repaid.


All
payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day
funds at the Principal Office of Administrative Agent or at such
other place as shall be designated in writing for such purpose in
accordance with the terms of the Credit Agreement. Unless and until
an Assignment Agreement effecting the assignment or transfer of the
obligations evidenced hereby shall have been accepted by
Administrative Agent and recorded in the Register, each Company,
each Agent and Lenders shall be entitled to deem and treat Payee as
the owner and holder of this Note and the obligations evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before
disposing of this Note or any part hereof it will make a notation
hereon of all principal payments previously made hereunder and of
the date to which interest hereon has been paid; provided, the
failure to make a notation of any payment made on this Note shall
not limit or otherwise affect the obligations of the Companies
hereunder with respect to payments of principal of or interest on
this Note.


This
Note is subject to mandatory prepayment and to prepayment at the
option of the Companies, each as provided in the Credit
Agreement.


THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANIES AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



 

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Upon
the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect
provided in the Credit Agreement.


The
terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.


No
reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations
of Companies, which are absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the
respective times, and in the currency herein
prescribed.


Companies promise
to pay all costs and expenses, including reasonable
attorneys’ fees, all as provided in the Credit Agreement,
incurred in the collection and enforcement of this Note. Companies
and any endorsers of this Note hereby consent to renewals and
extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand notice of
every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand
hereunder.


[Remainder
of Page Intentionally Left Blank]


 


 


 


 


 


 






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IN WITNESS WHEREOF, Companies have caused this Note to be
duly executed and delivered by its officer thereunto duly
authorized as of the date and at the place first written
above.


 


	
 

	


HERE
TO SERVE – MISSOURI WASTE DIVISION, LLC

 

 

By:s/ Jeffrey S.
Cosman


Name: Jeffrey S.
Cosman

Title:
Manager

 

HERE
TO SERVE – GEORGIA WASTE DIVISION, LLC

 

 

By:/s/ Jeffrey S.
Cosman

Name: Jeffrey S.
Cosman

Title:
Manager

 

MERIDIAN
WASTE OPERATIONS, INC.

 

 

By:/s/ Jeffrey S.
Cosman

Name: Jeffrey S.
Cosman

Title: Chief
Executive Officer

 

MERIDIAN
LAND COMPANY, LLC

 

 

By:/s/ Jeffrey S.
Cosman


Name: Jeffrey S.
Cosman

Title:
Manager

 

CHRISTIAN
DISPOSAL LLC

 

 

By:/s/ Jeffrey S.
Cosman


Name: Jeffrey S.
Cosman

Title:
Manager

 

FWCD,
LLC

 

 

By:/s/ Jeffrey S.
Cosman


Name: Jeffrey S.
Cosman

Title:
Manager

 

THE
CFS GROUP, LLC

 

 

By:/s/ Jeffrey S.
Cosman


Name: Jeffrey S.
Cosman

Title:
Manager








 

 



 [[Signature
Page to Amended and Restated MDTL Term Loan Note]

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THE
CFS GROUP DISPOSAL & RECYCLING SERVICES, LLC

 

 

By:/s/ Jeffrey S.
Cosman

Name: Jeffrey S.
Cosman

Title:
Manager

 

RWG5,
LLC

 

 

By:/s/ Jeffrey S.
Cosman


Name: Jeffrey S.
Cosman

Title:
Manager

 

MERIDIAN
WASTE MISSOURI, LLC

 

 

By:s/ Jeffrey S.
Cosman

Name: Jeffrey S.
Cosman

Title:
Manager

 

MERIDIAN
INNOVATIONS, LLC

 

 

By:s/ Jeffrey S.
Cosman


Name: Jeffrey S.
Cosman

Title:
Manager








  






 


 




 


[Signature
Page to Amended and Restated MDTL Term Loan Note]


 

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 TRANSACTIONS ON

MDTL NOTE


 


	
 Date 

	
 Amount of Loan Made This Date
 

	
 Amount of Principal Paid This Date
 

	
 Outstanding Principal
Balance This Date 

	
 Notation Made By
 


	
     

	
     

	
     

	
     

	
     


	
    

	
    

	
    

	
    

	
    







 


 


 


 


 


 




 

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