Blueprint





  Exhibit 4.5







 


AMENDED
AND RESTATED REVOLVING LOAN NOTE


	


$5,000,000.00

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, on or before December 22, 2020 the lesser of (a) FIVE MILLION
DOLLARS ($5,000,000) and (b) the unpaid principal amount of
all advances made by Payee to Companies as Revolving Loans under
the Credit Agreement referred to below.


Companies also
jointly and severally 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., a New
York corporation (“Holdings”), certain Subsidiaries of Holdings,
as Guarantors, the Lenders party thereto from time to time, and
GOLDMAN SACHS SPECIALTY LENDING
GROUP, L.P., as Administrative Agent, Collateral Agent and
Lead Arranger.


This
Note is one of the “Revolving Loan Notes” in the
aggregate principal amount of $5,000,000 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 Loans evidenced hereby were made and
are 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, Companies, 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 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 Companies, each as provided in the Credit
Agreement.



 

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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 CONFLICTS OF LAWS PRINCIPLES
THEREOF.


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 jointly
and severally 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.


[signature pages
follows]


 


 




 

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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 Revolving 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 Revolving Loan Note]

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 TRANSACTIONS ON

REVOLVING LOAN 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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