TRANCHE B TERM LOAN NOTE
Exhibit 4.3
TRANCHE
B TERM LOAN NOTE
|
$8,600,000.00
February 15,
2017 |
New York, New
York
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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
▇▇▇▇▇▇▇ ▇▇▇▇▇ SPECIALTY LENDING
HOLDINGS, INC. (“Payee”) or its registered
assigns the principal amount of EIGHT MILLION AND SIX HUNDRED THOUSAND
DOLLARS ($8,600,000.00) in the installments 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
▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 “Tranche B Term Loan Notes” in the
aggregate principal amount of $8,600,000.00 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, 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.
1
This
Note is subject to mandatory prepayment and to prepayment at the
option of 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.
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
page follows]
2
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.
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HERE
TO SERVE – MISSOURI WASTE DIVISION, LLC
By:s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
HERE
TO SERVE – GEORGIA WASTE DIVISION, LLC
By:/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
MERIDIAN
WASTE OPERATIONS, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title: Chief
Executive Officer
MERIDIAN
LAND COMPANY, LLC
By:/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
CHRISTIAN
DISPOSAL LLC
By:/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
FWCD,
LLC
By:/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
THE
CFS GROUP, LLC
By:/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
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[Signature
Page to Tranche B Term Loan Note]
3
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THE
CFS GROUP DISPOSAL & RECYCLING SERVICES, LLC
By:/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
RWG5,
LLC
By:/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
MERIDIAN
WASTE MISSOURI, LLC
By:s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
MERIDIAN
INNOVATIONS, LLC
By:s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
Manager
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[Signature Page to
Tranche B Term Loan Note]
4