Exhibit 4.2


 


FIFTH SUPPLEMENTAL INDENTURE


 


THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of September 24, 2021, among GFL Environmental Inc., a corporation organized under the laws of the Province
of Ontario (the “Issuer”), the guarantors party hereto (each, a “Guarantor”, collectively, the “Guarantors”)
and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuer and the Guarantors have heretofore
executed and delivered to the Trustee an indenture, dated as of November 23, 2020, among the Issuer, the Guarantors named therein and
the Trustee (as amended, supplemented or otherwise modified from time to time, including by the First Supplemental Indenture, dated as
of December 30, 2020, the Second Supplemental Indenture, dated as of January 28, 2021, the Third Supplemental Indenture, dated as of June
10, 2021, and the Fourth Supplemental Indenture, dated as of July 29, 2021, the “Indenture”), relating to the 4.000%
Senior Notes due 2028 (the “Notes”) of the Issuer;


 


WHEREAS, pursuant to Section 2.2 of the Indenture,
Additional Notes may be issued from time to time under the Indenture, in each case upon an Issuer Order, and such Additional Notes and
the Initial Notes will be treated as a single class for all purposes under the Indenture;


 


WHEREAS, the Issuer and the Guarantors have authorized
the execution and delivery of this Supplemental Indenture for the purpose of issuing US$250,000,000 in aggregate principal amount of Additional
Notes (the “New Notes”);


 


WHEREAS,
pursuant to Section 9.1 of the Indenture, the Issuer, the Trustee and the Guarantors are authorized to execute and deliver this
Supplemental Indenture to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture
without notice to or consent of any Holder.


 


WHEREAS, the Trustee in entering into this Supplemental
Indenture is entitled to rely upon the Officer’s Certificate and an Opinion of Counsel, each of which has been provided to the Trustee;
and


 


NOW THEREFORE, to comply with the provisions of
the Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1.                 
Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.


 


2.                  Issue
of New Notes. As of the date hereof, the Issuer shall issue the New Notes pursuant to this Supplemental Indenture. The New
Notes issued pursuant to this Supplemental Indenture constitute Additional Notes issued pursuant to Section 2.2 and subject to
Section 4.3 of the Indenture and shall be consolidated with and form a single class with the Initial Notes previously established
pursuant to the Indenture. The New Notes shall have the same terms and conditions in all respects as the Initial Notes, except that
the issue date of the New Notes shall be September 24, 2021, the issue price shall be 100.000% of the aggregate principal amount
thereof plus accrued and unpaid interest from and including August 1, 2021 and the first interest payment date shall be February 1,
2022. The New Notes issued in the form of Global Notes will be issued under the same CUSIP/ISIN numbers as the Initial Notes (except
that New Notes issued pursuant to Regulation S under the Securities Act will trade separately under different CUSIP/ISIN numbers
until at least 40 days after the issue date of the New Notes and thereafter, subject to the terms hereof). The aggregate principal
amount of the New Notes that may be authenticated and delivered pursuant to this Supplemental Indenture shall be US$250,000,000.
Promptly following the termination of 40 days following the issue date of the New Notes, the Issuer shall cause the beneficial
interests in New Notes in the form of Regulation S Global Notes to be exchanged for beneficial interests in the Initial Note
Regulation S Global Note (CUSIP: C39217 AP6) pursuant to the Applicable Procedures. The Issuer shall deliver to the Trustee an
Issuer Order to process such mandatory exchange, along with an Officer’s Certificate and Opinion of Counsel.


 






     


     


    

 


3.                 
Authentication and Delivery of New Notes. As of the date hereof, the Issuer will
issue, and the Trustee, pursuant to an Issuer Order delivered in connection therewith, is directed to authenticate and deliver, the New
Notes under the Indenture, substantially in the form of Exhibit A to the Indenture.


 


4.                 
Governing Law. THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NEW NOTES
AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


5.                 
Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


6.                 
Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed
in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture
and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture
as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto
transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


7.                 
Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.


 


8.                  Trustee’s
Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and
conditions set forth in the Indenture, including the terms and provisions defining and limiting the protections, liabilities and
responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any
manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are
made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the
terms or provisions hereof, (ii) the proper authorization hereof by the Issuer by action or otherwise, (iii) the due execution
hereof by the Issuer or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.


 






    2


     


    

 


9.                 
Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. The Issuer and each Guarantor hereby consent to the terms of this Supplemental Indenture and the New Notes,
including, without limitation, all additional Obligations resulting therefrom. This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.


 


[Signature pages follow]





 






    3


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, as of the date first written above.


  


	GFL ENVIRONMENTAL INC. 	 
	 	 
	By:	/s/ Patrick Dovigi	 
	 	Name:Patrick Dovigi	 
	 	Title:  President and Chief Executive Officer	 



 


2289587 Alberta
ULC


2313159 Alberta
ULC


2353961 ALBERTA
ULC


2354010 ALBERTA
ULC


2779572 Ontario
Inc.


2779573 Ontario
Inc.


2779574 Ontario
Inc.


6ish Holdings,
Inc. 


Alpine Disposal,
Inc.


American Waste
Transfer Station, LLC


American Waste,
Inc.


American Waste,
LLC 


Arbor Hills Landfill,
Inc. 


Bestway Recycling,
Inc.


Black Creek Renewable
Energy, LLC


Cobb County Transfer
Station, LLC 


County Recycling,
LLC


County Waste Fredericksburg,
LLC


County Waste of
Pennsylvania, LLC


County Waste of
Virginia, LLC


County Waste Southwest
Virginia, LLC


County Waste,
LLC


CWV Holdco, Inc.


Eagle Bluff Landfill,
Inc. 


Eagle Point Landfill,
LLC 


Eagle Ridge Landfill,
LLC 


EMA Development,
LLC


Emerald Park Landfill,
LLC 


Emerald Waste
Services, LLC 


ETC of Georgia,
LLC


EWS Central Florida
Hauling, LLC 


Five Part Development,
LLC


Fort Bend Regional
Landfill, L.P. 





 






     


     


    

 


GFL Environmental
Holdings (US), Inc. 


GFL Environmental
Inc. 2021


GFL Environmental
Real Property, Inc.


GFL Environmental
Services USA, Inc.


GFL Environmental
USA Inc.


GFL Everglades
Holdings LLC 


GFL Holdco (US),
LLC 


GFL Illinois LLC



GFL Infrastructure
Group Inc.


GFL Muskego LLC



GFL Slim Jim 2,
LLC


GFL Slim Jim 3,
LLC


GFL Slim Jim 4,
LLC


GFL Slim Jim 5,
L.P.


GFL Solid Waste
Midwest LLC 


GFL Solid Waste
Southeast LLC 


GFL US 7, L.P.



GFL US 8, LLC



GFL WRANGLER HOLDCO
US 2, INC.


gfl wrangler us
1, llc


gfl wrangler us
2, llc


gfl wrangler us
3, llc


gfl wrangler us
4 llc


gfl wrangler us
5, llc


gfl wrangler us
6, llc


gfl wrangler us,
l.p.


Glacier Ridge
Landfill, LLC 


Grace Disposal
Systems, L.L.C.


Greentree Landfill,
LLC 


Gwinnett Transfer
Station, LLC 


Haw River LandCo,
LLC


Hazar-Bestos Corporation


Hickory Meadows
Landfill, LLC 


J&E Recycling,
LLC


Jones Sanitation,
L.L.C. 


L&L Disposal,
LLC


Lakeway LandCo,
LLC


Lakeway Sanitation
& Recycling C&D, LLC


Lakeway Sanitation
& Recycling MSW, LLC


Land & Gas
Reclamation, Inc. 


Laurens County
Landfill, LLC


Mallard Ridge
Landfill, Inc. 


Mead Holdings,
LLC


Mobile Transfer
Station, LLC 


Montgomery Transfer
Station, LLC 


Mountain States
Packaging, LLC





 






     


     


    

 


N.E. Land Fill,
LLC 


North Andrews
Employment Park, LLC


Northeastern Environmental,
LLC


Northeastern Exploration,
Inc.


Northern A-1 Industrial
Services, L.L.C.


Opelika Transfer
Station, LLC 


Pauls Valley Landfill,
LLC 


Ponderosa Landco,
LLC


Red Rock Disposal,
LLC


Renewable Energy
- Eagle Point, LLC 


Rolling Hills
Landfill, Inc. 


Ruffino Hills
Transfer Station, L.P. 


Safeguard Landfill
Management, LLC


Sampson County
Disposal, LLC


Seven Mile Creek
Landfill, LLC 


Smyrna Transfer
Station, LLC 


Soil Safe of California,
Inc.


Soil Safe, Inc.


Sooner Waste,
L.L.C.


South Andrews
Employment Park, LLC


Southeastern Disposal,
LLC


Stone’s
Throw Landfill, LLC 


Sunshine Recycling,
Inc. 


SWD Specialties,
LLC


Tallassee Waste
Disposal Center, Inc. 


Town & Country
Disposal Solid Waste Transfer Station, LLC 


Town & Country
Recycling, LLC 


Town And Country
Disposal of Western Missouri, LLC 


TransWaste Services,
LLC


Turkey Trot Landfill,
LLC 


V.F. Waste Services,
LLC 


Wake County Disposal,
LLC


Wake Reclamation,
LLC


Waste Corporation
of Arkansas, LLC


Waste Corporation
of Kansas, LLC 


Waste Corporation
of Missouri, LLC 


Waste Corporation
of Tennessee, LLC 


Waste Corporation
of Texas, L.P.

Waste Industries Atlanta, LLC


Waste Industries
of Delaware, LLC


Waste Industries
of Maryland, LLC


Waste Industries
of Pennsylvania, LLC


Waste Industries
of Tennessee, LLC


Waste Industries
USA, LLC


Waste Industries,
LLC





 






     


     


    

 


Waste Services
of Decatur, LLC


WCA – Kansas
City Transfer, LLC 


WCA Management
Company, LP 


WCA Management
General, Inc. 


WCA Management
Limited, Inc. 


WCA of Alabama,
L.L.C. 


WCA of Central
Florida, Inc. 


WCA of Chickasha,
LLC 


WCA of Florida,
LLC 


WCA of Oklahoma,
LLC 


WCA of St. Lucie,
LLC 


WCA Texas Management
General, Inc. 


WCA Waste Corporation



WCA Waste Systems,
Inc. 


Welcome All Transfer
Station, LLC 


Wexford County
Landfill, LLC


Wexford Water
Technologies, LLC


WI Burnt Poplar
Transfer, LLC


WI High Point
Landfill, LLC


WI Shiloh Landfill,
LLC


WI Taylor County
Disposal, LLC


Wilmington LandCo,
LLC


Wrangler Holdco
Corp.


WRH Gainesville
Holdings, LLC 


WRH Gainesville,
LLC 


WRH Orange City,
LLC 


Zion Landfill,
Inc.


 


	By:	/s/ Patrick Dovigi	 
	 	Name:	Patrick Dovigi	 
	 	Title:	Authorized Person 	 



 









     


     


    

 


	 	COMPUTERSHARE TRUST COMPANY, N.A., 

    as Trustee




 


	 	By:	/s/ Jerry Urbanek
	 	 	Name:	Jerry Urbanek
	 	 	Title:	Corporate Trust Manager, Trust Officer