GFL Environmental Inc 6-K, filed Feb 10, 2022

GFL Environmental Inc. (GFL)

6-K 2022-02-10 For: 2021-09-27

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Added on April 07, 2026

About this 6-K

GFL Environmental Inc filed this 6-K on February 10, 2022.

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Exhibit Number		Description
99.1		Seventh Amended and Restated Credit Agreement, entered into as of September 27, 2021, among GFL Environmental Inc., each of GFL Environmental Inc.’s subsidiaries party thereto, Bank of Montreal, as administrative agent and the lenders and others party thereto.

	GFL Environmental Inc.

	By:	/s/ Mindy Gilbert
	Name:	Mindy Gilbert
Date: February 10, 2022	Title:	Executive Vice President and General Counsel

ARTICLE 1 INTERPRETATION		3
1.1	Definitions	3
1.2	Computation of Time Periods	67
1.3	Headings and Table of Contents	67
1.4	References	68
1.5	Singular and Plural; Gender	68
1.6	Applicable Accounting Principles	68
1.7	Pro Forma Calculations	69
1.8	Rateable Portion of Accommodations	71
1.9	Incorporation of Exhibits and Schedules	71
1.10	Amendment and Restatement	71
1.11	Quebec Interpretation Clause	72
1.12	Treatment of Subsidiaries Prior to Joinder	72
1.13	Currency	72
1.14	Authority of the Canadian Borrower	72
1.15	Limited Condition Transactions	73

ARTICLE 2 REPRESENTATIONS AND WARRANTIES		74
2.1	Representations and Warranties	74
2.2	Survival of Representations and Warranties	83

ARTICLE 3 THE FACILITY A CREDIT		84
3.1	Obligations of the Lenders and Use of Proceeds	84
3.2	Direct Advances and Bankers’ Acceptances	85
3.3	Letters of Credit	86
3.4	Notice Provisions	86
3.5	Pro Rata Treatment	87
3.6	Accounts kept by the Administrative Agent	87
3.7	Accounts kept by the Swingline Lender	87
3.8	Conversion Option	87
3.9	Swingline Loan	88
3.10	Increase of the Facility A Credit	90

ARTICLE 4 TERMINATION OF THE FACILITY B CREDIT		91
4.1	Termination of Facility B Credit	91
4.2	Facility B Letters of Credit	91

ARTICLE 5 THE FACILITY C CREDIT		91
5.1	Obligations of the Lenders and Use of Proceeds	91
5.2	Direct Advances	92
5.3	Notice Provisions	93
5.4	Pro Rata Treatment	94
5.5	Accounts kept by the Administrative Agent	94
5.6	Conversion Option	94

ARTICLE 6 FACILITY D CREDIT		95
6.1	Obligations of the Lenders and Use of Proceeds	95
6.2	Direct Advances	95
6.3	Notice Provisions	96
6.4	Pro Rata Treatment	96
6.5	Accounts kept by the Administrative Agent	97
6.6	Conversion Option	97

ARTICLE 7 FACILITY E CREDIT		97
7.1	Obligations of the Lenders and Use of Proceeds	97
7.2	Direct Advances and Bankers’ Acceptances	98
7.3	Notice Provisions	99
7.4	Pro Rata Treatment	99
7.5	Accounts kept by the Administrative Agent	100
7.6	Conversion Option	100

ARTICLE 8 REPAYMENT		100
8.1	Mandatory Repayment of the Facility A Loan	100
8.2	Optional Repayments of Facility A Loan	101
8.3	Mandatory Repayment of the Facility C Loan	102
8.4	Optional Repayments of Facility C Loan	102
8.5	Mandatory Repayment of the Facility D Loan	102
8.6	Optional Repayments of Facility D Loan	103
8.7	Mandatory Repayments of the Facility E Loan	103
8.8	Optional Repayments of the Facility E Loan	104
8.9	Requirements for Optional Repayments and Conversions and Rollovers of Loan	105
8.10	Excess Advances under the Facility A Credit	106
8.11	Calculation For Administrative Purposes	106
8.12	Authority to Debit	106
8.13	Sharing of Payments	107
8.14	LIBO Rate Loans – Rollovers and Deemed Conversions	107

ARTICLE 9 INTEREST AND FEES		107
9.1	Interest	107
9.2	Payment of Interest on LIBO Rate Loan	108
9.3	Payment of Interest on Canadian Rate Loan (excluding the Swingline Loan in CDollars)	108
9.4	Payment of Interest on the Swingline Loan in CDollars	108
9.5	Payment of Interest on US Base Rate Loan (excluding the Swingline Loan in USDollars)	108
9.6	Payment of Interest on the Swingline Loan in USDollars	109
9.7	Payment of Interest on US Prime Rate Loan	109
9.8	Selection of Interest Periods	109
9.9	Default Interest	110
9.10	Determination of Interest Rates	110
9.11	Acceptance Fee	111
9.12	Commitment Fees	111
9.13	Agency Fee	112
9.14	Other Fees	113

ARTICLE 10 BANKERS’ ACCEPTANCES		113
10.1	Bankers’ Acceptances	113
10.2	Payments at Maturity and Rollovers	114
10.3	BA Equivalent Advances	114
10.4	Purchase of Bankers’ Acceptances	115
10.5	Power of Attorney	115

ARTICLE 11 LETTERS OF CREDIT		116
11.1	Letter of Credit Commitment	116
11.2	Letter of Credit Participations	116
11.3	Repayment of Participants	117
11.4	Role of the Issuing Bank	117
11.5	Obligations of Each Lender Absolute	118
11.6	Reinstatement and Survival	118
11.7	Procedure for Issuance and Renewal of Letters of Credit	118
11.8	Reimbursement of the Issuing Bank	120
11.9	Commissions, Fees and Charges	121
11.10	Interest on Amounts Disbursed under Letters of Credit	122
11.11	Computation of Interest and Fees; Payment not on Business Days	122
11.12	Further Assurances	122
11.13	Nature of Obligations; Indemnities	123
11.14	Payments upon any Event of Default	125

ARTICLE 12 PAYMENTS, TAXES, EXPENSES AND INDEMNITY		125
12.1	Payments to Administrative Agent	125
12.2	Payments to Swingline Lender	125
12.3	Payments by Lenders to Administrative Agent	125
12.4	Payments by Administrative Agent to Borrower	126
12.5	Distribution to Lenders and Application of Payments	126
12.6	Currency of Payment	126
12.7	Set-Off	126
12.8	Taxes	126
12.9	Application of Payments	127
12.10	Supplying Documents and Indemnity	128
12.11	Non-Receipt by Administrative Agent	129
12.12	Survival of Indemnification Obligations	129
12.13	Erroneous Payments	129

ARTICLE 13 CONDITIONS OF LENDING		132
13.1	Conditions Precedent to the Closing Date	132
13.2	Conditions Precedent to each Advance	135
13.3	Waiver	136

ARTICLE 14 COVENANTS		136
14.1	Affirmative Covenants	136
14.2	Financial Covenants and Cure Action	147
14.3	Negative Covenants	149
14.4	Insurance	163

ARTICLE 15 SECURITY DOCUMENTS		164
15.1	Security Documents	164
15.2	Applicability of Security Documents	165
15.3	Security on Material Real Property	165

ARTICLE 16 DEFAULT AND REMEDIES		167
16.1	Events of Default	167
16.2	Effect of a Default	170
16.3	Remedies Cumulative; No Waiver	170
16.4	Clean Up Period	171

ARTICLE 17 JUDGMENT CURRENCY		171
17.1	Judgment Currency	171

ARTICLE 18 YIELD PROTECTION		172
18.1	Increased Costs	172
18.2	Taxes	173
18.3	Mitigation Obligations: Replacement of Lenders	175
18.4	Illegality	176
18.5	Inability to Determine Rates Etc.	177
18.6	Effect of Benchmark Transition Event	177
18.7	Definitions Regarding Benchmark Transition Event.	180

ARTICLE 19 RIGHT OF SETOFF		187
19.1	Right of Setoff	187
19.2	Sharing of Payments by Lenders	187

ARTICLE 20 ADMINISTRATIVE AGENT’S CLAWBACK		188
20.1	Funding by Lenders; Presumption by Administrative Agent.	188
20.2	Payments by Borrower; Presumptions by Administrative Agent.	188

ARTICLE 21 AGENCY		189
21.1	Appointment and Authority.	189
21.2	Rights as a Lender.	189
21.3	Exculpatory Provisions	189
21.4	Reliance by Administrative Agent	190
21.5	Indemnification of Administrative Agent	190
21.6	Delegation of Duties	191
21.7	Replacement of Administrative Agent	191
21.8	Non-Reliance on Administrative Agent and Other Lenders	192
21.9	Collective Action of the Lenders	192
21.10	No Other Duties. Etc.	193

ARTICLE 22 EXPENSES, INDEMNITY, DAMAGE WAIVER		193
22.1	Costs and Expenses	193
22.2	Indemnification by the Canadian Borrower	194
22.3	Reimbursement by Lenders	194
22.4	Waiver of Consequential Damages, Etc.	194
22.5	Payments	195

ARTICLE 23 SUCCESSORS AND ASSIGNS, RELATED PARTY LENDERS		195
23.1	Successors and Assigns Generally	195
23.2	Assignments by Lenders	195
23.3	Register	197
23.4	Participations	197
23.5	Limitations upon Participant Rights	198
23.6	Certain Pledges	198
23.7	Related Party Lenders and Former Lenders	198

ARTICLE 24 MISCELLANEOUS		199
24.1	Deliveries, Etc.	199
24.2	Amendments to Article 21	200
24.3	Decision-Making	200
24.4	Severability	203
24.5	Direct Obligation	203
24.6	Sharing of Information	203
24.7	Use of Credit	204
24.8	Term of Agreement	204
24.9	Further Assurances	204
24.10	Notices Generally	204
24.11	Electronic Communications	204
24.12	Change of Address, Etc.	205
24.13	Governing Law	205
24.14	Submission to Jurisdiction	205
24.15	Waiver of Venue	205
24.16	Waiver of Jury Trial	206
24.17	Counterparts, Integration, Effectiveness	206
24.18	Electronic Execution of Assignments	206
24.19	Confidentiality	207
24.20	Quebec English Language Clause	208
24.21	Appointment of Hypothecary Representative for Quebec Security	208
24.22	Confirmation of Security	208
24.23	Whole Agreement and Paramountcy	209
24.24	No Advisory or Fiduciary Duty	209
24.25	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	210
24.26	PATRIOT Act Notice.	210

Level	Leverage Ratio	Bankers' Acceptance/BA Equivalent Advance, LIBO Rate and Letter of Credit Fee Rate (bps)		Canadian Rate/US Prime Rate /US Base Rate (bps)		Commitment Fee Rate for commitment fees payable pursuant to §9.12 (bps)
Level I	<4.0x		150.0		50.0		22.5
Level II	≥4.0x to <4.75x		175.0		75.0		25.0
Level III	≥4.75x to <5.25x		200.0		100.0		37.5
Level IV	≥5.25x		225.0		125.0		45.0

	18.1.1.1	impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

	18.1.1.2	subject any Lender to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 18.2 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or

	18.1.1.3	impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

	18.3.2.1	the Borrower pays the Administrative Agent the assignment fee specified in Section 23.2.7;

	18.3.2.2	the assigning Lender receives payment of an amount equal to the outstanding principal of its Loans and participations in disbursements under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

	18.3.2.3	in the case of any such assignment resulting from a claim for compensation under Section 18.1 or payments required to be made pursuant to Section 18.2, such assignment will result in a reduction in such compensation or payments thereafter; and

	18.3.2.4	such assignment does not conflict with Applicable Law.

Address:	GFL ENVIRONMENTAL INC.
	as Canadian Borrower
100 New Park Place #500, Vaughan, ON, L4K 0H9

Attention:	Chief Executive Officer	By:	/s/ Patrick Dovigi
			Patrick Dovigi
Telecopier:	416-673-9380		President and Chief Executive Officer

	GFL ENVIRONMENTAL SFS INC.
	each as Guarantor


	By:	/s/ Patrick Dovigi
		Patrick Dovigi
		President

	I have the authority to bind each of the above-listed corporations.

	JBC LAND & TIMBER, LLC
	OTIS ROAD LANDFILL, LLC
	DAFTER SANITARY LANDFILL, INC.
	TIME DISPOSAL, LLC
	PINE HOLLOW, INC.
	PH LAND, LLC
	each as Guarantor


	By:	/s/ Patrick Dovigi
		Patrick Dovigi
		President

	GFL SLIM JIM 5, L.P.
	GFL US 7, L.P.
	GFL WRANGLER US, L.P.
	each as Guarantor

	By: 2779573 Ontario Inc., its General Partner

	By:	/s/ Patrick Dovigi
		Patrick Dovigi
		President

	WASTE CORPORATION OF TEXAS, L.P.
	FORT BEND REGIONAL LANDFILL, L.P.
	RUFFINO HILLS TRANSFER STATION, L.P.
	each as Guarantor

	By: WCA Texas Management General, Inc., its General Partner

	By:	/s/ Patrick Dovigi
		Patrick Dovigi
		President

	WCA MANAGEMENT COMPANY, LP
	as Guarantor

	By: WCA Management General, Inc., its General Partner

	By:	/s/ Patrick Dovigi
		Patrick Dovigi
		President

Address:	GFL ENVIRONMENTAL USA INC.
c/o GFL Environmental Inc.	as US Borrower and Guarantor
100 New Park Place #500,
Vaughan, ON, L4K 0H9	By:	/s/ Patrick Dovigi
Attention: Chief Executive Officer		Patrick Dovigi
		President
Telecopier: 416-673-9380

Address:	TOTTENHAM AIRFIELD CORPORATION INC.
c/o GFL Environmental Inc.	MOUNT ALBERT PIT INC.
100 New Park Place #500,	each as Guarantor
Vaughan, ON, L4K 0H9

Attention: Chief Executive Officer	By:	/s/ John Bailey
		John Bailey
Telecopier: 416-673-9380		President and Secretary
	I have the authority to bind each of the above-listed corporations.

Address:	North Andrews Employment Park, LLC
c/o GFL Environmental Inc.	South Andrews Employment Park, LLC
100 New Park Place #500,	each as Guarantor
Vaughan, ON, L4K 0H9

Attention: Chief Executive Officer	By:	/s/ Patrick Dovigi
		Patrick Dovigi
Telecopier: 416-673-9380		Manager

Bank of Montreal	BANK OF MONTREAL
Administrative Agent Bank Services	as Administrative Agent
250 Yonge Street, 11^thFloor
Toronto, Ontario M5B 2L7

Attention:	By:	/s/ Sean Gallaway
Manager Administrative Agent		Name: Sean Gallaway
Bank Services		Title: Director

Telecopier: 416-598-6218

BMO Capital Markets	BANK OF MONTREAL
First Canadian Place	as a Lender, Swingline Lender, and Issuing Bank
100 King Street W, 5th Floor
Toronto ON M5X 1A1

Attention: Sean Gallaway, Corporate Banking	By:	/s/ Sean Gallaway
		Name:	Sean Gallaway
		Title:	Director

Email: sean.gallaway@bmo.com

BANK OF MONTREAL, CHICAGO BRANCH, as Lender

By:	/s/ Andrew Berryman
	Name:	Andrew Berryman
	Title:	Director

	Name:
	Title:

The Bank of Nova Scotia	THE BANK OF NOVA SCOTIA as a Lender
Scotia Plaza
40 King Street West, 64^th Floor
Toronto, Ontario, M5H 3Y2
	By:	/s/ Vik Sidhu
Attention: Vik Sidhu, Director Consumer, Industrial and Retail, Canada Corporate Banking		Name: Vik Sidhu Title: Director

Telecopier: 416-866-2010

National Bank of Canada		NATIONAL BANK OF CANADA as a Lender
The Exchange Tower
130 King Street West
Suite 3200
Toronto, ON M5X 1J9		By:	/s/ Gil Herritt
			Name:	Gil Herritt
Attention:	Corporate Banking (Gil Herritt)		Title:	Managing Director

Telecopier:	416-869-6545 with a copy to 416-864-7878

Canadian Imperial Bank of Commerce		CANADIAN IMPERIAL BANK OF COMMERCE as a Lender
161 Bay Street, 8th Floor
Toronto, Ontario
M5J 2S8

Attention:	Stephen Redding	By:	/s/ Sophia Soofi_
			Name:	Sophia Soofi
Telecopier:	416-956-3810		Title:	Executive Director

	/s/ Stephen Redding
	Name:	Stephen Redding
	Title:	Managing Director

The Toronto-Dominion Bank		THE TORONTO-DOMINION BANK
66 Wellington Street		as a Lender
Toronto, Ontario
M5K 1A2
		By:	/s/ Matthew Hendel
Attention:	David Manii		Name:	Matthew Hendel
			Title:	Managing Director
Telecopier:	416-982-2505

			/s/ David Manii
			Name:	David Manii
			Title:	Director

JPMorgan Chase Bank, N.A., Toronto Branch		JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
66 Wellington Street West, Suite 4500		as a Lender
Toronto, ON
M5K 1E7
		By:	/s/ Syed Ali Hasan
Attention:	Syed Ali Hasan		Name:	Syed Ali Hasan
			Title:	Vice President
Telecopier:	416-981-9278


			Name:
			Title:

Barclays Bank PLC		BARCLAYS BANK PLC
745 Seventh Avenue, 8th Floor		as a Lender
New York, NY
10019
		By:	/s/ Craig Malloy
Attention:	Craig Malloy		Name:	Craig Malloy
			Title:	Director
Telecopier:	212-526-7375


			Name:
			Title:

RBC Capital Markets		ROYAL BANK OF CANADA
200 Bay Street, 4^th Floor, South Tower		as a Lender
Toronto, ON M5J 2W7

Attention:	Chris Cowan	By:	/s/ Chris Cowan
			Name:	Chris Cowan
Email:	chris.cowan@rbccm.com		Title:	Authorized Signatory



			Name:
			Title:

Goldman Sachs Lending Partners LLC		GOLDMAN SACHS LENDING PARTNERS LLC
200 West St, 7^th Floor		as a Lender
New York, NY 10282

Attention:	GS Operations
		By:	/s/ Rebecca Kratz
Telecopier:	1-646-790-7700		Name:	Rebecca Kratz
Email:	gs-sbd-admin-contacts@gs.com		Title:	Authorized Signatory



			Name:
			Title:

ATB Financial		ATB FINANCIAL
West Tower, Eighth Avenue Place		as a Lender
600, 585 8th Avenue SW
Calgary, AB T2P 1G1
		By:	/s/ Amish Patel
Attention:	Amish Patel		Name:	Amish Patel
			Title:	Director, Capital Markets
Telecopier:	1-403-974-5191
Email:	amishpatel@atb.com
			/s/ Davinder Jhutty
			Name:	Davinder Jhutty
			Title:	Associate Director