Blueprint





 






  Exhibit
4.4



 



GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.



6011 Connection Drive



Irving, Texas 75039


 



August 16, 2016


 



Meridian Waste Solutions, Inc.


12540
Broadwell Road


Suite
1203


Milton,
GA 30004



Attention: Jeff Cosman


 



Waiver and Amendment Letter


Ladies
and Gentlemen:


We
refer to that certain Credit and Guaranty Agreement, dated as of
December 22, 2015, by and among 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”), BROOKLYN
CHEESECAKE & DESSERT ACQUISITION CORP., a New York corporation
(“BCDA”), MERIDIAN LAND
COMPANY, LLC, a Georgia limited liability company
(“MLC”), CHRISTIAN
DISPOSAL, LLC, a Missouri limited liability company
(“Christian
Disposal”), and FWCD, LLC, a Missouri limited
liability company (“FWCD” and together with
HTS MWD, HTS GWD, BCDA, MLC, and Christian Disposal, the
“Companies” and each, a
“Company”), MERIDIAN WASTE
SOLUTIONS, INC., a New York corporation (“Holdings”) and certain
subsidiaries of Holdings, the Lenders from time to time party
thereto and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as
administrative agent for the Lenders (in such capacity, the
“Administrative
Agent”), Collateral Agent and Lead Arranger, as
amended by that certain First Amendment to Credit and Guaranty
Agreement, dated as of March 9, 2016, and by that certain Second
Amendment to Credit and Guaranty Agreement, dated as of July 19,
2016 (and as may be further amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms defined in the Credit Agreement are used herein
as defined therein.



Waiver


At your
request, with respect to the Consolidated Corporate Overhead of
Holdings as of the twelve consecutive fiscal months ending June 30,
2016, the Administrative Agent and Lenders hereby conditionally
waive, through the date hereof, any Default or Event of Default
that may have occurred pursuant to Section 8.1(c) of the Credit
Agreement due to the failure of Holdings to maintain a Consolidated
Corporate Overhead of less than $1,200,000 in the twelve consecutive fiscal
months ending June 30, 2016, as required by Section 6.8(e) of the
Credit Agreement.



Amendment


At your
request, in accordance with Section 10.5 of the Credit
Agreement, the Administrative Agent and Lenders agree
that



 

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1.
Section 2.13 of the
Credit Agreement is hereby amended by replacing subsection (c)(iv)
of such Section in its entirety with the following:


(iv) to
pay Consolidated Corporate Overhead in an aggregate amount not to
exceed $1,350,000 in any period of twelve consecutive fiscal
months,


and


2.
Section 6.8 of the
Credit Agreement is hereby amended by replacing subsection (e) of
such Section in its entirety with the following:


(e)
Maximum Consolidated
Corporate Overhead. Holdings shall not permit Consolidated
Corporate Overhead to exceed $1,350,000 in any period of twelve
consecutive fiscal months.


Nothing
herein, nor any communications among Administrative Agent, any
Lender or any Credit Party shall be deemed a waiver with respect to
any Events of Default (except as expressly provided herein), or any
waiver of a future failure of any Credit Party to comply fully with
any provision of the Credit Agreement or any provision of any other
Credit Document (including, but not limited to, any possible future
Event of Default of which the Administrative Agent or any Lender
may have been advised).


Except
as expressly provided herein, the Credit Agreement shall continue
in full force and effect, and the waiver and amendment set forth
above are limited solely to the matters stated above and shall not
be deemed to be a waiver or amendment of, or consent to departure
from, any other provision of the Credit Agreement. Without limiting
the foregoing, except as expressly provided herein, the
Administrative Agent and Lenders expressly reserve all of their
rights, powers, privileges and remedies under the Credit Agreement,
the other Credit Documents and applicable law. This amendment
letter is a Credit Document. This amendment letter shall be
governed by, and construed in accordance with the internal laws of
the State of New York. Delivery of an executed signature page of
this letter by facsimile transmission or electronic transmission
shall be as effective as delivery of a manually executed
counterpart hereof.


[remainder of page
intentionally left blank]


 







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Very
truly yours,


   
           
           
           
           
           
           
           
        GOLDMAN SACHS SPECIALTY
LENDING GROUP, L.P.,


   
           
           
           
           
           
           
           
        as Administrative Agent, Lead
Arranger and Collateral Agent


 

   
           
           
           
           
           
           
           
        By: /s/ Stephen
Hipp   
    
           
           
           
           
           
           
           
        Name: Stephen
Hipp       



Title:
Senior Vice President


 


GOLDMAN
SACHS SPECIALTY LENDING HOLDINGS, INC.,


as a
Lender


 


 

By:/s/ Stephen
Hipp                                      

 Name: Stephen
Hipp

Title: Senior Vice
President


 


 







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ACKNOWLEDGED
AND AGREED:


 


HERE
TO SERVE – MISSOURI WASTE DIVISION, LLC


 

By: /s/ Jeffrey
Cosman                                      




Name:
Jeffrey Cosman


Title:
Manager


 


MERIDIAN
WASTE SOLUTIONS, INC., as Holdings


 

By: /s/ Jeffrey
Cosman                                      




Name:
Jeffrey Cosman


Title:
Chief Executive Officer


 


HERE
TO SERVE – GEORGIA WASTE DIVISION, LLC


 

By: /s/ Jeffrey
Cosman                                      




Name:
Jeffrey Cosman


Title:
Manager


 


BROOKLYN
CHEESECAKE & DESSERT ACQUISITION CORP.


 

By: /s/ Jeffrey
Cosman                                      




Name:
Jeffrey Cosman


Title:
President


 


MERIDIAN
LAND COMPANY, LLC


 

By: /s/ Jeffrey
Cosman                                      




Name:
Jeffrey Cosman


Title:
Manager


 


CHRISTIAN
DISPOSAL, LLC


 

By: /s/ Jeffrey
Cosman                                      




Name:
Jeffrey Cosman


Title:
Manager


 


FWCD,
LLC


 

By: /s/ Jeffrey
Cosman                                      




Name:
Jeffrey Cosman


Title:
Manager


 




 

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cc:



Richard J. Dreger, Attorney at Law, P.C.



11660 Alpharetta Highway



Building 700, Suite 730



Roswell, Georgia 30076



(678) 566-6938 (Facsimile)


 




 

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