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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS 3

As filed with the Securities and Exchange Commission on February 25, 2020

Registration No. 333-232731

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 9
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GFL Environmental Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)

Ontario, Canada
(State or other jurisdiction of
incorporation or organization) 4953
(Primary Standard Industrial
Classification Code Number) N/A
(I.R.S. Employer
Identification Number)

100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9
Telephone: (905) 326-0101
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Patrick Dovigi
Founder and Chief Executive Officer
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9
Telephone: (905) 326-0101
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Corporate Creations Network Inc.
3411 Silverside Road, Tatnall Building, Suite 104
Wilmington, DE 19810
(302) 351-3367
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Ryan Bekkerus, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000	Jeffrey Singer, Esq. Jeffrey Hershenfield, Esq. Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario, Canada M5L 1B9 (416) 869-5500	Deanna L. Kirkpatrick, Esq. Shane Tintle, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000	Shawn McReynolds, Esq. Jennifer Grossklaus, Esq. Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, Ontario, Canada M5V 3J7 (416) 863-0900

Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared effective.

             If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý Smaller reporting company o Emerging growth company o

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Offering Price Per Share or Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(3)
Subordinate voting shares, no par value	84,146,342(1)	$21.00(2)	$1,767,073,182	$229,366.10
Tangible Equity Units(4)(5)	16,100,000	$50.00	$805,000,000	$104,489
Stock Purchase Contracts
Amortizing Notes
Total			$2,572,073,182	$333,855.10

(1)

Includes shares to be sold upon exercise of the underwriters' option to purchase to cover over-allotments, if any. See "Underwriting (Conflicts of Interest)".

(2)

Estimated solely for the purpose of calculating the registration fee under Rule 457(a) of the Securities Act of 1933, as amended.

(3)

Previously paid $313,726.73 of such fee.

(4)

Includes 2,100,000 Tangible Equity Units that are subject to the underwriters' option to purchase additional Tangible Equity Units. Each Tangible Equity Unit is composed of a stock purchase contract and an amortizing note. This registration statement also registers an estimated 39,268,293 of the Registrant's subordinate voting shares that are issuable upon settlement of the purchase contracts that are a component of the Tangible Equity Units registered hereby, at the initial rate of 2.4390 subordinate voting shares per purchase contract, based on the assumed initial public offering price of $20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of the subordinate voting shares prospectus which forms a part of this registration statement and assuming the maximum number of shares issuable upon automatic settlement of such purchase contracts. Under Rule 457(i), there is no additional filing fee payable with respect to the subordinate voting shares issuable upon settlement of the purchase contracts because no additional consideration will be received in connection with the settlement. The number of the Registrant's subordinate voting shares issuable upon such settlement will vary based on the public offering price of the subordinate voting shares registered hereby.

(5)

The number of the Registrant's subordinate voting shares issuable upon settlement of the purchase contracts is subject to anti-dilution adjustments upon the occurrence of certain events described herein. Pursuant to Rule 416 under the Securities Act, the number of the Registrant's subordinate voting shares to be registered includes an indeterminable number of subordinate voting shares that may become issuable upon settlement of the purchase contracts as a result of such anti-dilution adjustment, solely to the extent permitted by Rule 416.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

        GFL Environmental Holdings Inc., a Canadian corporation formed by amalgamation on May 31, 2018 that is the registrant whose name appears on the cover of this registration statement, will amalgamate with its subsidiary, GFL Environmental Inc. and will continue as GFL Environmental Inc. The amalgamation will be accounted for as a transaction between entities under common control and the net assets will be recorded at the historical cost basis retrospectively. Upon the amalgamation, GFL Environmental Inc. will become the financial reporting entity.

        This Registration Statement contains a prospectus relating to an offering of GFL Environmental Inc.'s subordinate voting shares (for purposes of this Explanatory Note, the "Subordinate Voting Shares Prospectus"), together with separate prospectus pages relating to an offering of GFL Environmental Inc.'s Tangible Equity Units (the "Unit Offering") (for purposes of this Explanatory Note, the "Tangible Equity Units Prospectus"). The complete Subordinate Voting Shares Prospectus follows immediately. Following the Subordinate Voting Shares Prospectus are the following alternative and additional pages for the Tangible Equity Units Prospectus:

•

front and back cover pages, which will replace the front and back cover pages of the Subordinate Voting Shares Prospectus;

•

pages for the "The Offering" section, which will replace the "Prospectus Summary—The Offering" section of the Subordinate Voting Shares Prospectus;

•

pages for the "Risk Factors—Risks Related to the Units, the Separate Purchase Contracts and the Separate Amortizing Notes" and "Risk Factors—Risks Related to Ownership of our Subordinate Voting Shares and Multiple Voting Shares" sections, which will replace the "Risk Factors—Risks Related to this Offering and Ownership of Our Subordinate Voting Shares and Multiple Voting Shares" section of the Subordinate Voting Shares Prospectus;

•

pages for the "Description of the Units", "Description of the Purchase Contracts" and "Description of the Amortizing Notes" sections, which will replace the "Tangible Equity Units Offering" section of the Subordinate Voting Shares Prospectus;

•

pages for the "Material United States Federal Income Tax Consequences to U.S. Holders" section, which will replace the "Material United States Federal Income Consequences to U.S. Holders" section of the Subordinate Voting Shares Prospectus;

•

pages for the "Material Canadian Federal Income Tax Consequences" section, which will replace the "Material Canadian Federal Income Tax Considerations" section of the Subordinate Voting Shares Prospectus;

•

pages for the "Certain ERISA Considerations" and "Book-Entry Procedures and Settlement" sections, which will be added to the Tangible Equity Units Prospectus;

•

pages for the "Underwriting (Conflicts of Interest)" section, which will replace the "Underwriting (Conflicts of Interest)" section of the Subordinate Voting Shares Prospectus; and

•

pages for the "Legal Matters" section, which will replace the "Legal Matters" section of the Subordinate Voting Shares Prospectus.

        The following disclosures and references contained within the Subordinate Voting Shares Prospectus will be replaced or removed in the Tangible Equity Units Prospectus:

•

references to "subordinate voting shares" contained in the first paragraph under "Prospectus Summary", the first paragraph of "Prospectus Summary—Risk Factors" and the first paragraph under "Risk Factors" will be replaced with references to "the Units" in the Tangible Equity Units Prospectus;

•

the reference to "—Risks Related to this Offering and Ownership of Our Subordinate Voting Shares and Multiple Voting Shares—A significant portion of our total outstanding subordinate voting shares may be sold into the public market in the near future, which could cause the

market price of our subordinate voting shares to drop significantly" contained in "Shares Eligible For Future Sale" will be replaced with a reference to "—Risks Related to the Units, the Separate Purchase Contracts and the Separate Amortizing Notes—A significant portion of our total outstanding subordinate voting shares may be sold into the public market in the near future, which could cause the market price of the Units, the purchase contracts and/or the subordinate voting shares to drop significantly" in the Tangible Equity Units Prospectus;

•

the disclosure under "Prospectus Summary—Unit Offering" will be replaced in its entirety with a section entitled "Prospectus Summary—Concurrent Offering" and the following disclosure: "Concurrently with this offering, we are offering, by means of a separate prospectus, 71,652,440 subordinate voting shares (and up to an additional 10,975,609 subordinate voting shares that the underwriters in the Concurrent Offering have the option to purchase from us). In addition, the selling shareholder is offering 1,518,293 subordinate voting shares. We estimate that the net proceeds to us from the sale of subordinate voting shares in the Concurrent Offering will be approximately US$1,408.9 million (or $1,878.5 million) (or approximately US$1,626.6 million (or $2,168.7 million) if the underwriters exercise their option to purchase additional subordinate voting shares in full), assuming an initial public offering price of US$20.50 per share (which is the midpoint of the estimated price range set forth on the cover page of the prospectus relating to the Concurrent Offering), in each case after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of subordinate voting shares by the selling shareholder in the Concurrent Offering. The closing of this offering is conditioned upon the closing of the Concurrent Offering, but the closing of the Concurrent Offering is not conditioned upon the closing of this offering." in the Tangible Equity Units Prospectus;

•

the first sentence of the first paragraph under "Dilution" will be replaced in its entirety with "If you invest in subordinate voting shares in the Concurrent Offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per subordinate voting share in the Concurrent Offering and the as adjusted net tangible book value (deficit) per subordinate voting share after this offering and the Concurrent Offering." in the Tangible Units Prospectus;

•

references to "this offering" contained in "Basis of Presentation", "Prospectus Summary—Risk Factors", "Risk Factors—Risks Related to our Business and Industry", "Cautionary Note Regarding Forward-Looking Statements", "Use of Proceeds", "Dividend Policy", "Capitalization", "Dilution", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Management", "Executive Compensation", "Certain Relationships and Related Person Transactions", "Principal and Selling Shareholders", "Description of Material Indebtedness", "Description of Share Capital", "Shares Eligible for Future Sale" and "Where You Can Find More Information" will be replaced with references to "the Concurrent Offering" in the Tangible Equity Units Prospectus;

•

references to "the Unit Offering" contained in "Cautionary Note Regarding Forward-Looking Statements", "Use of Proceeds", "Capitalization", "Dilution" and "Shares Eligible for Future Sale" will be replaced with references to "this offering" in the Tangible Equity Units Prospectus;

•

references to "the selling shareholder" on pages i and ii shall be deleted in the Tangible Equity Units Prospectus;

•

references to the "concurrent issuance" contained in "Capitalization" will be replaced with references to "issuance in this offering of" in the Tangible Equity Units Prospectus;

•

references to "midpoint of the estimated price range set forth on the cover page of this prospectus" will be replaced with "midpoint of the estimated price range set forth on the cover page of the prospectus relating to the Concurrent Offering" in the Tangible Equity Units Prospectus;

•

references to "assuming the number of subordinate voting shares offered by us remains the same as set forth on the cover page of this prospectus" contained in "Use of Proceeds" will be replaced with "assuming the number of subordinate voting shares offered by us, shown on the cover page of the prospectus relating to the Concurrent Offering, remains the same" in the Tangible Equity Units Prospectus;

•

the third paragraph under "Use of Proceeds" will be moved as the first paragraph under the section in the Tangible Equity Units Prospectus;

•

references to "this prospectus" contained in "Certain Relationships and Related Person Transactions—Directed Share Program" will be replaced with references to "the prospectus relating to the Concurrent Offering" in the Tangible Equity Units Prospectus;

•

the reference to "See "Underwriting (Conflicts of Interest)" for more information" in "Certain Relationships and Related Person Transactions—Directed Share Program" will be removed in the Tangible Equity Units Prospectus; and

•

the references to "subordinate voting shares" in "Where You Can Find More Information" will be replaced with references to "the Units, purchase contracts and amortizing notes" in the Tangible Equity Units Prospectus.

        All words and phrases similar to those specified above that appear throughout the Subordinate Voting Shares Prospectus will be revised accordingly to make appropriate references in the Tangible Equity Units Prospectus.

        Each of the complete Subordinate Voting Shares Prospectus and Tangible Equity Units Prospectus will be filed with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act of 1933, as amended. The closing of the offering of subordinate voting shares is not conditioned upon the closing of the offering of Tangible Equity Units, but the closing of the offering of Tangible Equity Units is conditioned upon the closing of the offering of subordinate voting shares.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion. Dated February 25, 2020

73,170,733 Shares

GFL Environmental Inc.

Subordinate Voting Shares

         This is an initial public offering of subordinate voting shares of GFL Environmental Inc. We are offering 71,652,440 subordinate voting shares. Josaud II Holdings Inc. (the "selling shareholder"), an entity owned and controlled by Patrick Dovigi, is offering 1,518,293 subordinate voting shares. We will not receive any proceeds from the subordinate voting shares sold by the selling shareholder.

         Concurrently with this offering, we are also making a public offering of 14,000,000        % tangible equity units (the "Tangible Equity Units" or the "Units"), which is being made by means of a separate prospectus and not by means of this prospectus. In the Unit Offering, we have granted the underwriters of the Unit Offering an option to purchase, within 13 days beginning on, and including, the date of the initial issuance of the Units, up to an additional 2,100,000 Units. The closing of this offering is not conditioned upon the closing of the Unit Offering, but the closing of the Unit Offering is conditioned upon the closing of this offering.

         Prior to this offering, there has been no public market for our subordinate voting shares. It is currently estimated that the initial public offering price per subordinate voting share will be between US$20.00 and US$21.00 (or $26.66 and $28.00 based on an exchange rate of US$1.00 = $1.3333). Our subordinate voting shares have been approved for listing on the New York Stock Exchange ("NYSE") under the symbol "GFL" and our subordinate voting shares have been conditionally approved for listing on the Toronto Stock Exchange ("TSX") under the symbol "GFL".

         Following this offering, we will have two classes of shares outstanding: subordinate voting shares and multiple voting shares. The rights of the holders of our subordinate voting shares and multiple voting shares are substantially identical, except with respect to voting and conversion. The subordinate voting shares will have one vote per share and the multiple voting shares will have 10 votes per share. The subordinate voting shares are "restricted securities" within the meaning of such term under applicable Canadian securities law. The subordinate voting shares are not convertible into any other class of shares, while the multiple voting shares are convertible into subordinate voting shares on a one-for-one basis at the option of the holder and under certain other circumstances set forth in our Articles (as defined herein). See "Description of Share Capital". After giving effect to this offering, the subordinate voting shares will collectively represent 96.3% of our total issued and outstanding shares and 72.2% of the voting power attached to all of our issued and outstanding shares (96.4% and 72.9%, respectively, if the underwriters' option to purchase additional subordinate voting shares is exercised in full) and the multiple voting shares will collectively represent 3.7% of our total issued and outstanding shares and 27.8% of the voting power attached to all of our issued and outstanding shares (3.6% and 27.1%, respectively, if the underwriters' option to purchase additional subordinate voting shares is exercised in full). See "Description of Share Capital—Share Capital upon Completion of the Offering".

         Upon completion of this offering, 100% of our multiple voting shares will be held by the Dovigi Group (as defined herein). For so long as BC Partners (as defined herein) holds at least 15% of the issued and outstanding shares, the Dovigi Group will only be permitted to vote the multiple voting shares that it holds in a manner consistent with the recommendations of the director nominees of BC Partners on our board of directors. See "Certain Relationships and Related Party Transactions" and "Principal and Selling Shareholders".

         See "Risk Factors" beginning on page 33 to read about factors you should consider before buying our subordinate voting shares.

Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per subordinate voting share	Total
Initial public offering price	US$    ($            )	US$    ($            )
Underwriting discounts and commissions(1)	US$    ($            )	US$    ($            )
Proceeds to us, before expenses	US$    ($            )	US$    ($            )
Proceeds, before expenses, to the selling shareholder	US$    ($            )	US$    ($            )

(1)

See "Underwriting (Conflicts of Interest)" for additional information regarding underwriting compensation.

         To the extent that the underwriters sell more than 73,170,733 subordinate voting shares, the underwriters have the option to purchase up to an additional 10,975,609 subordinate voting shares from us to cover over-allotments at the initial public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

         The underwriters expect to deliver the subordinate voting shares against payment in Toronto, Ontario on or about                        , 2020.

J.P. Morgan BMO
Capital Markets Goldman Sachs &
Co. LLC RBC
Capital Markets Scotiabank

Barclays BC Partners Raymond James Stifel TD Securities Inc.

BofA Securities CIBC Capital Markets HSBC National Bank Financial Inc.

Prospectus dated                        , 2020.

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA	ii
TRADEMARKS AND TRADE NAMES	ii
BASIS OF PRESENTATION	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	33
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	65
EXCHANGE RATE DATA	70
USE OF PROCEEDS	71
DIVIDEND POLICY	73
CAPITALIZATION	74
DILUTION	77
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION	79
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	81
BUSINESS	130
MANAGEMENT	165
EXECUTIVE COMPENSATION	178
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	191
PRINCIPAL AND SELLING SHAREHOLDERS	194
TANGIBLE EQUITY UNITS OFFERING	197
DESCRIPTION OF MATERIAL INDEBTEDNESS	199
DESCRIPTION OF SHARE CAPITAL	205
COMPARISON OF SHAREHOLDER RIGHTS	213
SHARES ELIGIBLE FOR FUTURE SALE	221
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS	224
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	228
UNDERWRITING (CONFLICTS OF INTEREST)	232
LEGAL MATTERS	242
EXPERTS	242
ENFORCEMENT OF CIVIL LIABILITIES	243
EXPENSES RELATED TO THIS OFFERING AND THE UNIT OFFERING	244
WHERE YOU CAN FIND MORE INFORMATION	245
INDEX TO FINANCIAL STATEMENTS	F-1

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. None of us, the selling shareholder or the underwriters have authorized anyone to provide you with different information, and none of us, the selling shareholder or the underwriters take responsibility for any other information others may give you. We are not, and

i

the selling shareholder and underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is only accurate as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

MARKET AND INDUSTRY DATA

        Market and industry data presented throughout this prospectus was obtained from third-party sources, industry reports and publications, websites and other publicly available information, including data supplied to us from the Environmental Business Journal ("EBJ") in mid 2019, as well as industry and other data prepared by us or on our behalf on the basis of our knowledge of the markets in which we operate, including information provided by suppliers, customers and other industry participants. The EBJ data contained in this prospectus represents EBJ's estimates and does not represent facts. We believe that the market and economic data presented throughout this prospectus is accurate and, with respect to data prepared by us or on our behalf, that our estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this prospectus are not guaranteed and neither we nor any of the underwriters make any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, neither we nor any of the underwriters have independently verified any of the data from third-party sources referred to in this prospectus, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus. Neither we nor the underwriters can guarantee the accuracy or completeness of such information contained in this prospectus.

TRADEMARKS AND TRADE NAMES

        This prospectus includes certain trademarks, such as "GFL Green For Life", "Green Today, Green For Life", "GFL Environmental" and "GFL" which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names.

BASIS OF PRESENTATION

        In connection with and prior to the closing of this offering, GFL Environmental Inc. will amalgamate with its parent company, GFL Environmental Holdings Inc. ("Holdings") and will continue as GFL Environmental Inc. In connection with such amalgamation, we will, among other things, amend our share capital such that it will be composed of an unlimited number of subordinate voting shares, an unlimited number of multiple voting shares, and an unlimited number of preferred shares. In addition, all of the issued and outstanding shares of the amalgamating corporations will be exchanged for subordinate voting shares and multiple voting shares of the Company. See "Description of Share Capital—Pre-Closing Capital Changes". The subordinate voting shares to be sold by the selling shareholder as part of this offering will be converted from multiple voting shares prior to the closing of

ii

this offering. Unless otherwise indicated, all references in this prospectus to "GFL", "we", "our", "us", "the Company" or similar terms refer to GFL Environmental Inc. and its consolidated subsidiaries assuming the completion of the Pre-Closing Capital Changes (as defined herein and which includes the amalgamation of Holdings and GFL Environmental Inc.).

        Holdings amalgamated with Hulk Acquisition Corp. on May 31, 2018 in connection with the investment in Holdings by certain funds and other entities managed, advised or controlled by or affiliated with BC Partners Advisors L.P. ("BC Partners"), or an entity affiliated with Ontario Teachers' Pension Plan Board (collectively with the funds, partnerships, investment vehicles or other entities affiliated therewith or managed, advised or controlled thereby, "Ontario Teachers") and affiliates of Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer. We refer to these investments and the amalgamation as the "Recapitalization". Accordingly, the consolidated financial statements for Holdings presented elsewhere in this prospectus as of December 31, 2019 and 2018, and for the year ended December 31, 2019, the periods ended December 31, 2018 and May 31, 2018, and for the year ended December 31, 2017, reflect the periods both prior and subsequent to the Recapitalization. Our fiscal year ends on December 31 of each calendar year. Our fiscal year ended December 31, 2018, which we refer to as "Fiscal 2018", is presented separately for (i) the predecessor period from January 1, 2018 through May 31, 2018, which we refer to as the "Predecessor 2018 Period", and (ii) the successor period from June 1, 2018 through December 31, 2018, which we refer to as the "Successor 2018 Period", with the periods prior to the Recapitalization being labeled as "Predecessor" and the periods subsequent to the Recapitalization being labeled as "Successor". We refer to the years ended December 31, 2019 and December 31, 2017 as "Fiscal 2019" and "Fiscal 2017", respectively.

        We report under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). The consolidated financial statements of Wrangler Super Holdco Corp. and its subsidiaries (dba Waste Industries USA) ("Waste Industries") were prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). U.S. GAAP differs in certain material respects from IFRS and, as such, consolidated financial statements of Waste Industries are not comparable to financial statements of the Company prepared in accordance with IFRS. We refer to our merger with Waste Industries in November 2018 as the "Waste Industries Merger".

        We publish our consolidated financial statements in Canadian dollars. In this prospectus, unless otherwise specified, all monetary amounts are in Canadian dollars, all references to "$", "C$", "CDN$", "CAD$" and "dollars" mean Canadian dollars and all references to "US$" and "USD" mean U.S. dollars.

iii

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in the subordinate voting shares. You should read this entire prospectus carefully, including the sections entitled "Risk Factors", "Selected Historical Consolidated Financial Information", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Cautionary Note Regarding Forward-Looking Statements" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision.

COMPANY OVERVIEW

        GFL is the fourth largest diversified environmental services company in North America, as measured by revenue and North American operating footprint. From 2017 to 2019, we have grown revenue in excess of, and our Compound Annual Growth Rate ("CAGR") for revenue has grown at a higher rate than, our publicly traded environmental services peers. We have an extensive geographic footprint, operating throughout Canada and in 23 states in the United States. Our diversified business model and competitive positioning in the stable environmental services industry have allowed us to maintain strong revenue growth across macroeconomic cycles. Between Fiscal 2017 and Fiscal 2019, we grew revenue from $1,333 million to $3,347 million. Over the same period, our net loss increased from $(101) million to $(452) million and our Adjusted EBITDA grew from $307 million to $826 million. For a discussion of Adjusted EBITDA, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures" and "—Summary Historical Consolidated Financial Information".

        Our diversified offerings include non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services. Our solid waste management business line includes the collection, transportation, transfer, recycling and disposal of non-hazardous solid waste for municipal, residential, and commercial and industrial customers. Our infrastructure & soil remediation business line provides remediation of contaminated soils as well as complementary services, including civil, demolition, excavation and shoring services. In our liquid waste management business line, we collect, transport, process, recycle and/or dispose of a wide range of liquid wastes from commercial and industrial customers.

        As of December 31, 2019:

•

In our solid waste operations, we had more than 100 collection operations, over 70 transfer stations, 45 landfills, over 20 material recovery facilities ("MRF") and 11 organics facilities;

•

In our infrastructure & soil remediation operations, we had 14 soil remediation facilities;

•

In our liquid waste operations, we had more than 50 liquid waste collection, processing or storage facilities; and

•

Across our operations, we had more than 11,500 employees.

1

        The table below summarizes our three business lines as at December 31, 2019.

(1)

See "—Summary Historical Consolidated Financial Information".

        Our comprehensive service offerings across our business lines position us to be a "one-stop" provider of environmental services to our customers and differentiate us from our competitors that do not offer the same breadth of services. Our locally-based regional managers and sales representatives are best suited to identify and service our customers' needs, supported by our centralized back office functions. As a result, we believe that we are well-positioned to further unlock cross-selling opportunities to support new customer environmental services needs and to convert existing customers into customers for our other business lines.

        Our network of facilities and route collection assets position us to realize operational efficiencies and obtain procurement and cost synergies, including from the significant volume of waste that we control across our operations. In each of our geographic markets, our strong competitive position is supported by the significant capital investment that would be required to replicate our network infrastructure and asset base, our productivity from route density that we have developed to date, as well as the stringent permitting and regulatory compliance required to operate a platform of our size.

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        The map below shows our strategically-located facility network.

        We have a large and diverse customer base. In our solid waste management business, we currently serve over 4 million households, including those covered by more than 650 municipal collection contracts, and over 135,000 commercial and industrial customers. Our infrastructure & soil remediation business is currently concentrated in Southern Ontario and services many of the major Canadian infrastructure customers in that market. We are selectively expanding the geographic presence of our operations in this line of business, prioritizing other major metropolitan centres in Canada, such as the British Columbia and Quebec markets, where we have complementary solid and liquid waste assets and where existing and new customers have sought our infrastructure & soil remediation services in support of their major complex projects. Our liquid waste management line of business currently serves over 13,000 customers. Our top 10 customers accounted for approximately 9.6% of Fiscal 2019 revenue, and no single customer represented more than approximately 3.0% of Fiscal 2019 revenue.

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        For Fiscal 2019, our revenue by line of business, geography and source was as follows:

        The revenue generated from both our solid and liquid waste management operations is predictable and recurring in nature as a result of the stability of waste generation and the contractual nature of these business lines. In many of our markets, we are able to successfully adjust pricing to reflect increases in our operating costs such as labour, fuel, logistics and other environmental expenses to broadly ensure that we continue to secure appropriate returns on capital. Our municipal solid waste customer relationships are supported by contracts with initial terms of three to 10 years, with one to five year renewal terms at the option of the municipality, and typically contain annual consumer price index ("CPI") and periodic fuel adjustments. Similarly, our solid waste contracts with commercial and industrial customers typically have three to five year terms with automatic renewals, volume-based pricing and CPI, fuel and other adjustments. Many of the businesses we have acquired have never implemented pricing growth strategies in their markets. As a result, we believe that we have the ability to continue to grow our revenue through the implementation of consistent pricing optimization strategies across our platform. In addition, many of our municipal and commercial contracts are only in their first or second renewal or extension term. When our municipal contracts are renewed or extended, we focus on marketing additional or upgraded services, such as automated carts or the collection of additional waste streams, that support further price increases.

        We have historically demonstrated a strong track record of winning renewals or extensions of existing contracts with our municipal customers. For example, we successfully rebid our municipal contract with the City of Detroit for a five-year term that commenced on June 1, 2019. We also have a track record of winning repeat business with our major infrastructure & soil remediation and liquid waste customers. In our infrastructure & soil remediation business, our work is project based, often on large multi-year infrastructure projects, such as subway or other large-scale transit expansion projects, with a set term and three to four month lead times from contract to start of work. In our liquid waste business, we provide both regularly scheduled and on-call industrial waste management services, including emergency response services, for municipal, industrial and commercial customers. Furthermore, we have long-term relationships with many of our liquid waste customers who rely on our expertise to service their various waste streams. We believe there are numerous opportunities for us to continue to win new contracts and increase our market share in our current markets, as well as in new or adjacent markets.

        We have generated strong, stable organic growth by leveraging our diversified business model and scalable network of facilities to increase the breadth and depth of services provided to our existing customers, realizing cross-selling opportunities between our complementary service capabilities, winning new contracts and renewals or extensions of existing contracts, and expanding into new or adjacent markets. We have a proven track record of successfully implementing this strategy, most notably to date in Southern Ontario, where we have built meaningful liquid waste and infrastructure & soil remediation

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businesses alongside our solid waste management operations. We also see attractive opportunities to continue to expand our solid waste and infrastructure & soil remediation offerings in parts of Western Canada and the Midwestern United States, where we have an established asset and employee base servicing our liquid waste operations. We will continue to seek to replicate this model in other markets where we do not currently operate all three lines of our business. In our infrastructure & soil remediation business line, we are leveraging our existing expertise and reputation to expand into other large metropolitan centres in Canada with projects for existing customers or for which we are qualified to bid. With our acquisition of a liquid waste platform in the Midwestern United States in the fourth quarter of Fiscal 2018, we expect to begin to cross-sell liquid and solid waste management services to our customers in those markets in the United States where we have both a solid and liquid waste presence.

        In addition to strong organic growth, we have completed over 100 acquisitions since 2007, generally at an average adjusted EBITDA multiple of 7.0x, excluding platform acquisitions. We focus on selectively acquiring premier independent regional operators, like Waste Industries, to create platforms to enter and expand into new markets across each of our business lines. We then seek to build scale by utilizing our broader infrastructure and platform acquisitions to make and effectively integrate smaller tuck-in acquisitions. We have a track record of sourcing and executing acquisitions of leading, high quality and complementary businesses by leveraging the relationships that our senior and regional leadership have built with potential vendors over time. We believe that this proven strategy minimizes integration risk and allows us to grow the top line revenue and profitability of acquired businesses under the GFL banner, while maintaining their same high service standards. This approach to acquisitions creates meaningful cost synergies by increasing route density and collection volumes, and drives margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions.

        The North American environmental services industry remains highly fragmented with many regional, independent operators across all three of our business lines. We believe that many of these independent operators may wish to sell their businesses to provide succession for their family members or employees or as part of their estate planning. We believe our relationship-based approach and track record of executing on the terms and the timeline we commit to make us an acquirer-of-choice in the highly fragmented environmental services industry.

        Since December 31, 2019, we have closed the Interim Acquisitions (as defined herein), representing aggregate annualized revenue of approximately $442.0 million.

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OUR INDUSTRY

        We operate in the large and stable North American environmental services industry, which EBJ estimates totaled approximately US$434 billion in 2018 based on annual revenue. Key characteristics of our industry include relative recession resistance, high visibility of waste volumes, a stringent regulatory framework, high capital intensity to achieve scale and significant fragmentation which, in turn, has led to strong consolidation activity.

        The North American environmental services industry has benefitted from an attractive macroeconomic and demographic backdrop. From 2012 to 2018, both Canada and the United States experienced strong nominal Gross Domestic Product ("GDP") CAGRs of 3.3% and 4.0%, respectively, and population growth of 1.0% and 0.7%, respectively. In particular, population growth has driven strong increases in housing starts and infrastructure spending, which underpin growth across the solid waste, infrastructure & soil remediation, and liquid waste segments of the environmental services industry.

North American Environmental Services Industry

Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

North American Solid Waste Industry

        EBJ estimates that the North American solid waste industry market generated approximately US$73 billion of revenue in 2018 (US$8 billion in Canada and US$65 billion in the United States) and expects it to grow at an approximately 2.3% CAGR to reach approximately US$82 billion by 2023. We believe that our geographic presence in Canada and the United States will position us well to capitalize on favourable demographic and macroeconomic trends in the markets that we serve.

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North American Solid Waste Industry

Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        Proper waste collection and disposal is essential for public health and safety, making the solid waste industry highly defensive and relatively recession-resistant. The industry benefits from a number of sectoral attributes, including: (i) high visibility of revenue due to stable and predictable waste generation by residential and commercial customers, including, with certain customers, multi-year contracts with annual CPI and periodic fuel adjustments; (ii) stable organic growth of waste volumes correlated to population and GDP growth, with collection and disposal pricing rates largely inelastic to economic downturns; (iii) the ongoing trend of municipalities and local governments privatizing public services, including waste management services; (iv) the absence of cost-effective substitutes for collection and landfill disposal; and (v) limited opportunities for new market entrants due to the geographical, regulatory, environmental and significant capital costs of landfill and asset development. These competitive dynamics are amplified through route density of collection operations and vertical integration where companies control the waste stream from collection to disposal. Due to the factors described above and the predictability of operating and capital costs, solid waste management companies have historically generated strong, recurring cash flows.

        The North American solid waste industry is highly fragmented which presents attractive consolidation opportunities. EBJ estimates that in 2018, the top five providers in Canada and the United States controlled approximately 31% and 48% of their respective markets and were generally large, national companies. The remaining market participants were smaller private companies as well as municipalities that continue to own and operate waste collection and disposal operations.

North American Infrastructure & Soil Remediation Industry

        According to EBJ, the North American infrastructure & soil remediation industry generated approximately US$49 billion of revenue in 2018 and is expected to grow at an approximately 2.9% CAGR to reach approximately US$56 billion by 2023. Key growth drivers include infrastructure investment, commercial and residential construction, and demolition performed to facilitate new construction. Growth is also expected to be driven by greater recognition of remediation of contaminated soil as a more environmentally sustainable alternative than disposal at landfills.

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North American Infrastructure & Soil Remediation Industry

Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        The infrastructure & soil remediation industry includes treatment of contaminated soil and sediment as well as complementary infrastructure services, including shoring, excavation, and civil and demolition services. Soil remediation businesses operate by using on-site, commonly referred to as in-situ, or off-site, commonly referred to as ex-situ, remediation techniques or by accepting contaminated soils for transportation to and disposal at landfills. In-situ treatments involve containment treatment at the origin of contaminated soil, while ex-situ treatments involve the excavation and removal from the originating site of contaminated soils for processing and disposal. In many cases, soil remediation is a critical path item for project development. General contractors seek out service providers who can complete soil remediation on a timely, cost-effective basis to avoid overall project delays and related penalties.

        The North American infrastructure & soil remediation industry is highly specialized with only a few significant players operating in each region in which we have relevant operations. In order to operate soil remediation or disposal facilities, service providers must obtain government permits through a costly and time-consuming permitting process. In addition, federal, provincial and state governments in the Canadian and United States markets in which we operate have adopted increasingly stringent standards regulating soil contaminants in recent years. As of 2018, EBJ estimates that in Canada, approximately 14% of the market was held by the five largest companies, each generating greater than $100 million of revenue annually. Approximately 25% of the market consisted of participants with annual revenue between $50 million and $100 million with the balance comprised of smaller players, each generating less than $50 million in annual revenue. In the United States, EBJ estimates that, as of 2018, approximately 8% of the market was held by companies with annual revenues greater than US$100 million with another approximately 20% of the market consisting of participants with annual revenue between US$50 million and US$100 million. The remaining 72% of the market was comprised of smaller local or regional constituents that each generated less than US$50 million in annual revenue.

North American Liquid Waste Industry

        EBJ estimates that the North American liquid waste industry generated approximately US$36 billion of revenue in 2018, and expects it to grow at an approximately 3.0% CAGR to reach approximately US$42 billion by 2023.

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North American Liquid Waste Industry

Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        This industry is broad in scope, offering services including waste water collection and processing; UMO collection, processing and resale; hydro vacuum services; waste packaging; lab packing; and on-site industrial services, such as parts and tank cleaning and waste removal. Similar to solid waste, and infrastructure & soil remediation, the liquid waste industry is highly regulated by municipal, provincial, and federal authorities that require permitting and ongoing operational supervision. Key drivers of the business include industrial production, oil prices, infrastructure investment and vehicle population. According to EBJ, in 2018, the top five players in Canada and the United States accounted for approximately 33% and 6% of their respective markets with the balance held by small- and mid-sized operators.

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INVESTMENT HIGHLIGHTS

Leading, High Growth Environmental Services Platform

        Through a combination of organic growth and acquisitions, we have grown revenue in excess of our publicly-traded environmental services peers. From 2017 to 2019, our CAGR for revenue has grown at a higher rate than our publicly traded environmental services peers. Between Fiscal 2017 and Fiscal 2019, we grew revenue from $1,333 million to $3,347 million. Over the same period, our net loss increased from $(101) million to $(452) million and our Adjusted EBITDA grew from $307 million to $826 million. For a discussion of Adjusted EBITDA, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures" and "—Summary Historical Consolidated Financial Information".

        We have generated strong, stable organic growth by leveraging our diversified business model and scalable network of facilities to increase the breadth and depth of services provided to our existing customers, realizing cross-selling opportunities between our complementary service capabilities, winning new contracts and renewals or extensions of existing contracts, and expanding into new or adjacent markets. We have a proven track record of successfully implementing this strategy, most notably to date in Southern Ontario, where we have built meaningful liquid waste and infrastructure & soil remediation businesses alongside our solid waste management operations. We will continue to seek to replicate this model in other markets where we do not currently operate all three lines of our business. In our infrastructure & soil remediation business line, we are leveraging our existing expertise and reputation to expand into other large metropolitan centres in Canada with projects for customers for which our integrated service model is particularly well-suited, or for which we are qualified to bid. With our acquisition of a liquid waste platform in the Midwestern United States in the fourth quarter of Fiscal 2018, we expect to begin to cross-sell liquid and solid waste management services to our customers in those markets in the United States where we have both a solid and liquid waste presence.

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        Our scalable capabilities and diverse service offerings also allow us to be responsive to changing customer needs and regulatory demands. For example, we believe we are well-positioned to service the increasing rates of waste diversion from landfills in Canada as well as the growing customer demand for sustainability solutions through our soil remediation facilities in Ontario, Manitoba and Saskatchewan, and our organics facilities in British Columbia, Saskatchewan, Alberta and Ontario. As a result of the Waste Industries Merger, we have added to our platform a network of collection operations, transfer stations and landfills primarily in the Southeastern United States, through which we manage our customers' solid waste streams from collection to transfer to disposal. In addition, Lonnie C. Poole, III (Ven Poole), the former Chief Executive Officer of Waste Industries, is now an investor in GFL as a result of the Waste Industries Merger.

        Our ability to identify, execute and integrate value-enhancing acquisitions has also been a key driver of our growth strategy. The North American environmental services industry remains highly fragmented and we continue to see attractive acquisition opportunities in all three of our business lines.

Industry-Leading Financial Growth Profile

        We believe that our financial performance is predictable and stable. Solid and liquid waste environmental services are largely non-discretionary in nature, which makes them relatively less sensitive to cyclical economic trends. The solid waste markets in which we compete are also characterized by longstanding customer relationships, supported by long-term contracts with municipalities, many with annual CPI and periodic fuel adjustments, and for our commercial and industrial customers, automatic term extensions with pricing that is based on volume as well as periodic adjustments (including customary surcharges) which reflect increases in operating costs such as fuel, labour, regulatory compliance and other factors.

        Our growth has been driven by the execution of our organic growth and acquisition strategies. Our "one-stop" strategy enables us to grow the breadth and depth of services we provide to our customers, and to further unlock cross-selling opportunities to support customer needs for more than one business line and convert customer relationships from our first-on-site offerings into contracts for our other environmental services. We also focus on leveraging our expertise and service capabilities across our entire platform to drive efficiencies, which further supports our growth. We will continue to focus on accretive acquisitions, such as the margin-accretive acquisition of our first liquid waste platform in the United States in the fourth quarter of Fiscal 2018 and the Waste Industries Merger. We believe this approach, combined with our flexible disposal strategy, allows us to generate strong free cash flow and allocate more capital towards the execution of our growth initiatives.

Diversified Business Model Across Business Lines, Geographies and Customers

        Since inception, we have expanded our footprint from Ontario to across Canada and into the United States. Today, our business is well-diversified across business lines, geographies and customers.

        In Fiscal 2019, approximately 74%, 16% and 10% of our revenue was generated from our solid waste management, infrastructure & soil remediation and liquid waste management business lines, respectively. Our revenue is also well-distributed by geography, with approximately 53% and 47% of Fiscal 2019 revenue generated by our operations in Canada and the United States, respectively. We expect further geographic diversification as we continue to execute on our organic and acquisition growth strategies.

        We have a large and diverse customer base. In our solid waste management business, we currently serve over 4 million households, including those covered by more than 650 municipal collection contracts, and over 135,000 commercial and industrial customers. Our infrastructure & soil remediation business is currently concentrated in Southern Ontario and services many of the major Canadian infrastructure customers in that market. We are expanding these operations into other major

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metropolitan centres in Canada where our customers have infrastructure projects, including in British Columbia and Québec. Our liquid waste management line of business currently serves over 13,000 customers. Our top 10 customers accounted for approximately 9.6% of Fiscal 2019 revenue, and although we service large, flagship municipal contracts for cities like Toronto and Detroit, no single customer represented more than approximately 3.0% of Fiscal 2019 revenue. As we continue to build out our underpenetrated business lines in new markets, win new contracts and grow our customer base, we expect the diversification of our business by customer to continue.

        We believe that our diversified business model affords us several advantages. In addition to providing stability across macroeconomic cycles and greater predictability to our organic growth, our ability to act as a one-stop provider for all of our customers' environmental services needs provides us with significant opportunities to unlock cross-selling opportunities across our business lines. For example, liquid waste customers typically also need solid waste management services. In addition, our infrastructure & soil remediation business allows customers to source all of their infrastructure project needs from us, as well as on-site hydro vacuum services offered by our liquid waste business line. Infrastructure projects also drive volumes into our soil remediation facilities. We have the ability to expand our infrastructure & soil remediation business with our existing customers as they undertake new projects in the markets that we serve. We believe that being first on-site with customers through our infrastructure offerings allows us to use our relationships with general contractors to also offer them solid and liquid waste services during the life of the relevant project as well as following its completion. We believe that the breadth of services that we offer our customers in our infrastructure operations uniquely positions us to compete on our service capabilities as well as on price. As we continue to build our customer base in all of our lines of business, we expect to be able to realize on additional cross-selling opportunities.

        Our diversified business model also complements our acquisition strategy, which is an important component of our growth. With multiple business lines, we are able to source acquisitions from a broader pool of potential targets. This allows us to continue to seek out accretive acquisition opportunities and helps to reduce execution and business risk inherent in single-market and single-service offering strategies.

Scalable, Strategic Network of Facilities that would be Difficult to Replicate

        We provide our services through a strategically-located network of facilities in all major metropolitan centres. We have an extensive geographic footprint, operating throughout Canada and in 23 states in the United States. As of December 31, 2019, our network included more than 100 collection operations, more than 70 owned or managed transfer stations, 45 owned or managed landfills, more than 20 owned or managed MRFs, 11 organics facilities, 14 soil remediation facilities and more than 50 liquid waste collection, processing or storage facilities. In each of our markets, our strong competitive position is supported by the significant capital investment that would be required to replicate our valuable network infrastructure and asset base, our productivity from route density that we have developed to date, as well as by the stringent permitting and regulatory compliance requirements to operate a platform of our size. We believe that our size and scale are difficult to replicate and present a distinctive and significant competitive advantage versus both smaller, traditional competitors and asset-light technology-focused waste competitors.

        Our broad network of solid waste facilities underpins our ability to compete in markets with different disposal dynamics and profitably manage the solid waste volumes that we control. In some markets, we create and maintain vertically-integrated operations through which we manage our customers' waste streams from collection to transfer to disposal, a process we refer to as internalization. By internalizing waste in those markets where we have vertically-integrated operations, we are able to deliver high quality customer service and benefit from a stable and predictable revenue stream while maximizing profitability and cash flow from our operations. In disposal-neutral markets, or

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markets with excess landfill capacity, we leverage our control of the substantial solid waste volumes from our collection and transfer stations to negotiate competitive disposal and pricing terms with third party disposal facilities. Revenue from our landfill operations represented approximately 5% of Fiscal 2019 revenue, which is below that of many of our peers. This has allowed us to generate strong free cash flow due to the lower capital intensity typically associated with our operations mix, which is less reliant on developing owned landfills. Overall, we believe we have an attractive network of environmental services facilities with the most relevant assets in markets where they are best-suited to efficiently meet our operational needs.

Proven Ability to Identify, Execute and Integrate Acquisitions

        Our disciplined ability to identify, execute and integrate value-enhancing acquisitions has been a key driver of our growth to date. We focus on selectively acquiring premier independent regional operators to create platforms in new markets. We then seek to build scale by making and effectively integrating tuck-in acquisitions that generate meaningful cost synergies by increasing route density, and drive margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities. We have a deep and multi-disciplinary team that executes our acquisitions. Such team includes, among others, our Vice President of Corporate Development, our Vice President of Integration, our legal group, corporate development associates, IT professionals, environmental professionals and other support resources.

        Since commencing operations in 2007, we have completed over 100 acquisitions, including the Waste Industries Merger and the acquisition of a liquid waste platform operating primarily in the Midwestern United States, both of which significantly expanded our geographic footprint in the United States. Prior to its merger with us, Waste Industries was a leading independent, vertically-integrated solid waste management company, based in the Southeastern United States. In connection with our acquisitions, such as the Waste Industries Merger, we have incurred additional indebtedness. As of December 31, 2019, we had approximately $7,684.0 million of indebtedness outstanding. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions.

        We have experience in executing large-scale platform acquisitions, as demonstrated by our completion of the Waste Industries Merger, which valued Waste Industries at a total enterprise value of US$2.8 billion, and our acquisitions in 2016 of solid waste operations in Eastern Canada and Michigan for approximately $775 million and approximately $400 million, respectively. These large-scale platform acquisitions have opened new markets to us, provided us with new opportunities to realize cross-selling opportunities, and are expected to drive procurement and cost synergies across our operations. We also have experience successfully integrating acquired regional businesses into our existing network, expanding their top line revenue and profitability under the GFL banner while maintaining their same high service standards.

        While our senior management team is responsible for executing and integrating acquisitions, our decentralized management structure allows us to maintain a robust acquisition pipeline by identifying attractive opportunities at the local market level. We focus on developing relationships with potential vendors over time. Our typical approach to transactions involves engaging internal and/or external specialists and advisors, conducting due diligence, entering into a definitive agreement, closing the transaction and then integrating the acquired business, assets, systems and personnel into our broader operations. We are committed to delivering on the indicative transaction terms we propose to vendors in our letters of intent, including providing a definitive timeline to close. We believe that these core acquisition principles resonate with potential vendors and have enabled us to develop a reputation as an acquirer-of-choice. Additionally, we believe that our entrepreneurial and returns-driven culture is highly attractive to vendors who wish to remain involved in the business after an acquisition has been completed. Our historical number of acquisitions is highlighted below.

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(1)

YTD 2020 includes transactions we closed from January 1, 2020 up to the date of this prospectus.

Well-Invested Fleet and Operating Infrastructure

        We have made substantial investments in our facilities, fleet, technology and processes which we believe will support our future growth. As of December 31, 2019, we had approximately 4,861 routed solid waste collection vehicles with an average age of approximately 7.1 years, compared to an estimated useful life of 10 years, and approximately 455 routed liquid waste collection vehicles with an average age of approximately 9.7 years, compared to an estimated useful life of 15 years. In addition to enhancing our operating performance, our young, well-invested fleet supports a safer working environment for all of our field employees. In our solid waste operations, we have invested in compressed natural gas ("CNG") fueling stations and highly-efficient CNG-fueled collection vehicles, which currently comprise approximately 14.2% of our solid waste collection fleet. These investments have resulted in lower fuel and near-term maintenance expenditures, leading to higher operating margins. As we replace and add new vehicles to our fleet, we intend to increase our CNG vehicle count where we have existing CNG facilities and service select new municipal contract wins with new CNG vehicles. We have also invested in new technologies such as the addition of side-arm loaders to our fleet which we believe will maximize the utilization of our fleet and further support a safer working environment. Fleet standardization initiatives have improved purchasing efficiency, reduced capital expenditure variability and maintenance turnaround time, and minimized parts inventory while also enhancing the overall customer experience. We are also evaluating the potential benefits associated with other technologies, including the use of electric vehicles more broadly within our operations.

        We intend to continue to implement our strategy of centralizing our administrative function to reduce our corporate costs and improve efficiency of our growing platform. In addition, we have implemented comprehensive enterprise resource planning systems, and back-office and information-technology infrastructure, which we believe will continue to improve our asset productivity, strengthen our customer engagement, further enhance employee safety and increase the efficiency of our business operations.

Best-in-Class, Founder-led Management Team

        We are led by a team of highly experienced and entrepreneurial executives. Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer, has led our operations since inception in 2007 and has approximately 16 years of industry experience. Mr. Dovigi and our senior leadership team have instilled a results-oriented, entrepreneurial culture that emphasizes operational excellence and the importance of safety for our employees and customers.

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        Our senior leadership team has an average of approximately 18 years of environmental services experience. Our solid waste regional leadership team has an average of approximately 21 years of relevant experience and includes Area or Regional Vice Presidents for Michigan, Colorado, Canada West, Canada East and the U.S. Southeast. In addition, our liquid waste regional leadership team has an average of approximately 20 years of relevant experience and includes Area Vice Presidents of Canada and the U.S. We have adopted a decentralized operating structure, giving operational oversight to our regional business leaders. We believe this model is advantageous given the regional and fragmented nature of the markets in which we operate and the relationship-based approach to our acquisition strategy. Furthermore, we believe that our operating structure provides our employees with a greater sense of ownership, which drives the efficiency and profitability of our business. Since inception, our management team has driven strong revenue growth across our business in excess of our publicly-traded environmental services peers, and has built a platform that we believe positions us well for continued growth, margin expansion and strong free cash flow generation.

Long-Term Focus on Environmental Responsibility and Sustainability

        Sustainability is fundamental to GFL. We strive to provide accessible, cost-effective environmental solutions to our customers and the communities we service to be Green for Life. Aligned with this purpose, we have made significant investments in new technology and in the innovation of existing management and operating processes, including a robust environmental management system that tracks regulatory compliance and various performance measures. These investments reflect our commitment to providing sustainable environmental solutions and are also value-enhancing initiatives for our business. Examples of these investments include:

•

Organics facilities that recycle organic waste to produce a high-quality compost product, fertilizers and other soil supplements. By providing a commercially-viable environmental solution, communities are able to help reduce their overall greenhouse gas footprint by keeping organic waste out of landfills.

•

Landfill gas-to-energy facilities that capture landfill gas and convert it into a renewable source of electricity for households and commercial establishments.

•

Incorporation of CNG vehicles into a portion of our solid waste collection fleet. CNG emits less greenhouse gas and contaminants per kilometre than traditional diesel fuel.

•

Soil remediation facilities that remediate contaminated soils otherwise destined for landfill disposal for reuse in construction and development projects. The use of soil remediation facilities not only reduces construction costs but also reduces greenhouse gas emissions from trucking by supporting the beneficial reuse of soils.

•

A re-refinery which will recycle UMO from passenger and commercial vehicles into marine diesel fuels. By displacing virgin fuels, environmental impacts from resource extraction are avoided.

        We have the goal of being recognized as a leader in driving sustainable solutions for the industry. In support of this initiative, GFL is developing a three-year plan to further identify and embed sustainable management initiatives into our operations. We strive to continuously enhance our environmental management systems, re-evaluate our processes, and strengthen our team with individuals who have the task of actively identifying and implementing sustainable environmental solutions that enhance our return on capital and result in growth. Certain of our current corporate social responsibility measures include: a Safe for Life commitment, which focuses all employees and contractors on a clear path to achieving a best in industry total recordable incident rate; a Women in Waste program, which is a diversity strategy aimed at increasing participation of women in GFL's hourly workforce; and the Full Circle Project, which allows GFL's customers to identify charitable

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categories for GFL's annual giving commitment and encourages employee participation to support local charities in customer-identified categories.

        As individuals and communities have a desire to be more environmentally-conscious, we believe that we are in a strong position to benefit from this trend as we have a range of service offerings, including organics processing and commercial recycling. Additionally, we believe we are well-positioned to adapt to environmental regulatory changes given our scale and operating sophistication.

GROWTH STRATEGIES

        We believe that we are well-positioned to continue capitalizing on the attractive growth opportunities in the North American environmental services industry. We expect to achieve our future growth through a three-pronged strategy of (i) generating strong, stable organic revenue growth, (ii) executing strategic, accretive acquisitions and (iii) driving operating cost efficiencies across our platform.

Generating Strong, Stable Organic Revenue Growth

        We are focused on generating strong, stable organic growth by serving our existing customers' demand for all of the environmental services that we offer, renewing contracts and winning new customers, and expanding our service offerings into new geographic markets.

Driving Market Share with Existing Customers and Realizing Cross-Selling Opportunities

        Within and across our business lines, many of our customers currently rely on more than one service provider to meet their environmental service needs. We intend to deepen our relationships with our existing customers, win business that is currently being serviced by third parties and thereby improve our customer penetration.

        By positioning ourselves as a "one-stop" environmental services provider, we plan to leverage our diverse service offerings to unlock potential cross-selling opportunities across our business lines. For example, infrastructure & soil remediation customers typically also have a solid and liquid waste service requirement. We believe that being first on-site with customers through our infrastructure & soil remediation offerings allows us to use our relationships with general contractors to also offer them solid and liquid waste services in those markets. In addition, we believe that the breadth of the services we offer through our infrastructure & soil remediation operations uniquely positions us to compete on our service capabilities as well as on price. We also intend to place a greater focus on cross-selling our solid waste services to liquid waste customers across markets where we maintain both a solid and liquid waste management presence. We expect that by driving additional cross-selling, we will be able to generate additional revenue per customer and realize operating cost benefits across our platform.

Renewing Contracts and Winning New Customers

        We have a proven track record of renewing contracts with our existing customers, often on more favourable terms, as well as winning new customers and contracts.

        We serve over 4 million households, including those covered by more than 650 municipal collection contracts, more than 135,000 commercial and industrial customers in our solid waste management business line, and over 13,000 customers in our liquid waste management business line.

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        We have historically been successful at extending and renewing existing municipal contracts, and expect to continue to do so as municipal contracts come up for tender or near their expiry. For example, we were successful in rebidding our municipal contract with the City of Detroit for a five-year term that commenced on June 1, 2019. In many of our markets, we are able to successfully adjust pricing to reflect increases in our operating costs such as labour, fuel, logistics and other environmental expenses to broadly ensure that we continue to secure appropriate returns on capital. Furthermore, many of the businesses we have acquired have never implemented pricing growth strategies in their markets. As a result, we believe that we have the ability to continue to grow our revenue through the implementation of consistent pricing optimization strategies across our platform. In addition to seeking price increases on municipal contract renewals and extensions, we also focus on marketing additional or upgraded services, such as automated carts or collection of additional waste streams, as support for the price increases.

        We also believe there are numerous opportunities for us to continue to win new contracts and expect to benefit as municipalities continue to outsource public services, including waste management, which we believe will increase the size of our total addressable market.

Extending our Geographical Reach

        We see attractive opportunities to leverage our platform to organically extend the geographic reach of our business lines beyond the markets we currently operate in to serve both existing and new customers. We have a proven track record of successfully implementing this strategy, notably in Southern Ontario where we built meaningful liquid waste and infrastructure & soil remediation businesses alongside our solid waste operations, growing revenue from approximately $54 million to $800 million between the year ended December 31, 2009 and the year ended December 31, 2019, a CAGR of 30.9% over the same time period. We intend to continue to leverage this strategy to pursue additional opportunities in other markets in which we operate. For example, we see attractive opportunities to continue to expand our solid waste and infrastructure & soil remediation offerings in parts of Western Canada and the Midwestern United States, where we have an established asset and employee base in our liquid waste operations. Similarly, we expect to continue to expand our liquid waste operations in Eastern Canada where we have established solid waste operations.

        The maps below depict our relative market position by business line in each of the jurisdictions in which we operate and highlight the attractive geographic expansion opportunities before us. Even in those areas where we enjoy high levels of penetration, we believe that we have significant growth opportunities in each of our three business lines.

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Executing Strategic, Accretive Acquisitions

        The North American environmental services industry is highly fragmented and presents attractive opportunities for us to continue to grow through strategic, value-enhancing acquisitions. We have completed over 100 acquisitions since 2007, generally at an average adjusted EBITDA multiple of 7.0x, excluding platform acquisitions.

        We focus on selectively acquiring premier independent regional operators, like Waste Industries, to create platforms to enter and expand into new markets across each of our business lines. We then seek to build scale by utilizing our broader infrastructure and platform acquisitions to make and effectively integrate tuck-in acquisitions that create meaningful cost synergies by increasing route density and collection volumes, and drive margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities.

        We expect to continue to expand our geographic presence through select platform acquisitions and tuck-in acquisitions. In Canada, we plan to complete acquisitions that are complementary to our existing operations across each of our business lines. In the United States, we expect to continue to grow our presence by opportunistically entering into new geographic markets as new platform acquisition opportunities arise and completing tuck-in acquisitions in markets where we have already acquired a platform, including Michigan and the Southeastern United States for our solid waste operations, and the Midwestern United States for our liquid waste operations.

        Since December 31, 2019, we have closed the Interim Acquisitions (as defined herein), representing aggregate annualized revenue of approximately $442.0 million. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions.

Driving Operating Cost Efficiencies

Improving Operating Margins

        As we execute on our growth strategies, we will continue to leverage our scalable capabilities to manage costs and drive higher operating margins. We also expect that our continued efforts to increase route density and service new contract wins with our existing network of assets and fleet will increase profitability in each of our business lines.

        We will continue to enhance our operating margins through the implementation of our flexible disposal strategy in our solid waste operations. By internalizing waste in those markets where we have vertically-integrated operations, including many of the markets acquired in the Waste Industries Merger, we expect to deliver high quality customer service and benefit from a stable and predictable revenue stream while maximizing profitability and cash flow from operations. In disposal-neutral markets or markets with excess landfill capacity, we will continue to leverage the substantial solid waste volumes from our network of collection and transfer stations to negotiate competitive disposal and pricing terms with third-party disposal facilities. The success of our strategy is illustrated by the decline in our disposal costs for waste from our Southern Ontario operations since 2008 as the commercial and industrial tonnage volumes we manage have increased.

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Reduction in Our Solid Waste Disposal Costs in Southern Ontario⁽¹⁾

(1)

Based on our disposal costs with main landfill provider in the region.

(2)

Volume presented in thousands of metric tonnes.

        We also expect to improve the operating margins of our liquid waste and infrastructure & soil remediation business lines. As we leverage our platform to pursue new business opportunities and expand our geographic footprint, we will seek to improve the routing of liquid and soil volumes to our facilities that are closer to the customer or work site, thereby increasing route density and improving efficiencies.

        We believe that our growing scale provides tangible procurement benefits, creating opportunities for cost savings through greater purchasing power in key expense categories such as fuel, insurance and equipment purchases. We expect this will continue to improve our competitiveness when negotiating purchase contracts with our suppliers.

        Our strategy of employing highly-efficient CNG-fueled solid waste collection vehicles and CNG fueling stations results in lower fuel and near-term maintenance expenditures, as well as expanded operating margins. As we replace and add new vehicles, we intend to continue to increase our CNG fleet.

Improving Selling, General and Administrative Expenses Margins

        We have made substantial capital investments in our facilities, technology processes and administrative capabilities to improve our operating efficiency and support future growth. In Fiscal 2017, we consolidated five of our administrative offices into a single corporate office in Vaughan, Ontario, which we believe has the capacity to service a significant portion of our growing platform. We have also implemented enterprise resource planning systems, back-office and information-technology infrastructure, which we expect will improve our productivity and further enhance employee safety. As a result of these capital investments, we expect to increasingly leverage shared services and common platforms across our operations.

        We maintain strong discipline in our cost structure and regularly review our practices to optimally manage expenses and increase efficiency. While SG&A increased during Fiscal 2018 as a result of certain transaction expenses relating to the Waste Industries Merger, as shown in the chart below, our Adjusted SG&A, as a percentage of revenue, has meaningfully declined over time and we expect to maintain similar operational discipline in the future.

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SG&A and Adjusted SG&A as a Percentage of Revenue

        For a discussion of Adjusted SG&A, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures".

Realizing Cost Synergies from Acquisitions and Internal Programs

        We expect to realize significant cost synergies as we continue to execute and integrate strategic acquisitions. Since the closing of the Waste Industries Merger in November 2018, we have taken actions that we expect will lead to cost synergies of approximately $19.0 million on an annual basis. We believe these synergies will grow to approximately $35.0 million on an annual basis within the first 18 months after the closing of the Waste Industries Merger through further personnel consolidation, increased procurement savings, particularly through insurance and audit savings, and centralized administrative support functions and operational efficiencies.

        In addition to cost synergies realized through acquisitions, we regularly evaluate potential initiatives that may materially enhance efficiencies across our platform. For example, during 2018, we undertook a comprehensive review of our procurement practices that identified significant savings opportunities, many of which have been implemented. We expect these initiatives to continue to produce meaningful savings without impacting day-to-day operations, our high service standards, or customer experience.

Our History

        GFL was founded in 2007 by Patrick Dovigi, our Chairman, President and Chief Executive Officer. 1745491 Ontario Limited was incorporated under the Business Corporations Act (Ontario) (the "OBCA") on September 4, 2007 and changed its name to GFL Waste and Recycling Solutions Corp. on December 19, 2007. We changed our name to GFL Environmental Corporation on February 1, 2011 and became GFL Environmental Inc. following an amalgamation on November 3, 2013 with a wholly-owned subsidiary of the same name. GFL Environmental Inc. was subsequently amalgamated with certain of its wholly-owned subsidiaries on January 1, 2014, January 1, 2015, January 1, 2016, February 1, 2016, March 1, 2016, January 1, 2017, January 1, 2018, January 1, 2019 and January 1, 2020. Holdings was incorporated under the OBCA on October 30, 2014 and amalgamated with Padov Investments Ltd. (a corporation controlled by Patrick Dovigi) on November 14, 2014. Holdings' articles of incorporation were subsequently amended on January 29, 2016. The Recapitalization occurred on May 31, 2018 pursuant to which Holdings amalgamated with Hulk Acquisition Corp. in connection with BC Partners', Ontario Teachers' and GIC's investment in GFL. Holdings' articles were subsequently amended on October 15, 2018 and November 13, 2018. As part of the Pre-Closing Capital Changes, Holdings and GFL Environmental Inc. will be amalgamated and will continue under the name GFL Environmental Inc. See "Description of Share Capital—Pre-Closing Capital Changes".

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Our Investors

BC Partners

        BC Partners is a leading international private equity firm with advised funds of over €20 billion. Established in 1986, the firm operates as an integrated team through offices in Europe and North America to acquire and develop businesses and create value in partnership with management. Since inception, BC Partners has completed 113 acquisitions with a total enterprise value of approximately €145 billion, demonstrating discipline in bull markets and an ability to invest in attractive opportunities amidst turbulence and recession.

Ontario Teachers

        Ontario Teachers' Pension Plan Board is a globally active investor with holdings in more than 50 countries across diversified sectors and asset classes. It administers the assets of the Ontario Teachers' Pension Plan (the "Plan"), earns money through investing, pays benefits to Plan members and their survivors and reports and advises on the Plan's funding status and regulatory requirements. Ontario Teachers' Pension Plan Board is an Ontario corporation without share capital. It is responsible for administering the Plan and managing the assets of the Plan for the benefit of approximately 327,000 active and retired teachers, as of December 31, 2018, who are providing, or before retirement were providing, elementary and secondary school education in Ontario.

        The Plan is Canada's largest single profession pension plan with $191.1 billion, $189.5 billion and $175.6 billion in net assets in its pension fund as of December 31, 2018, December 31, 2017 and December 31, 2016, respectively. The Plan produced a total fund net return in 2018 of 2.5% after all investment costs. In 2018, its portfolio generated $5.2 billion of net investment income and had $191.1 billion of net assets. For Fiscal 2017, the Plan produced a total fund net return of 9.7% after all investment costs.

Patrick Dovigi

        Patrick Dovigi, our founder, Chairman, President and Chief Executive Officer, has led our operations since inception in 2007 and has instilled a results-oriented, entrepreneurial culture that emphasizes operational excellence and the importance of safety for our employees and customers. See "Management".

Investor Rights Agreements

        BC Partners, Ontario Teachers, Magny Cours Investment Pte Ltd. ("GIC") and the Dovigi Group (collectively, the "Investors"), among others, are currently parties to a shareholders' agreement, which will terminate upon the consummation of this offering in accordance with its terms. Effective at the consummation of this offering, we will enter into separate investor rights agreements with each of the Investors (collectively, the "Investor Rights Agreements") with respect to certain director nomination rights, governance matters and pre-emptive rights. The Investor Rights Agreements will provide BC Partners, Ontario Teachers, GIC and the Dovigi Group with certain director nomination rights. See "Certain Relationships and Related Party Transactions—Investor Rights Agreements" for additional details on the Investors' nomination rights.

        In addition, the Investor Rights Agreements will provide that each of (i) BC Partners, Ontario Teachers and GIC, for so long as they each beneficially own or control, directly or indirectly, at least 7.5% of the issued and outstanding shares, will have pre-emptive rights to allow BC Partners, Ontario Teachers and GIC to respectively beneficially own or control, directly or indirectly, the same aggregate percentage of issued and outstanding shares as each of BC Partners, Ontario Teachers and GIC, respectively, beneficially owned or controlled, directly or indirectly, immediately prior to any applicable

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distribution or issuance of shares, and (ii) the Dovigi Group, for so long as it beneficially owns or controls, directly or indirectly, multiple voting shares, will have pre-emptive rights to acquire such number of multiple voting shares to allow the Dovigi Group to beneficially own or control, directly or indirectly, the same aggregate voting interest as the Dovigi Group beneficially owned or controlled, directly or indirectly, immediately prior to any applicable distribution or issuance of shares, in each case subject to certain customary exceptions.

Risk Factors

        Investing in our subordinate voting shares involves a high degree of risk and uncertainties that may adversely affect our business, results of operations, financial condition and cash flows. Below is a summary of certain significant challenges and risks relating to an investment in us:

•

changing governmental regulation, and risks associated with failure to comply;

•

our substantial indebtedness outstanding;

•

our ability to successfully complete additional acquisitions;

•

liabilities in connection with environmental matters;

•

loss of municipal and other contracts;

•

we operate in a highly competitive environmental services industry;

•

we may face challenges in renewing landfill, food waste processing or organic waste facility permits and agreements or obtain new permits and agreements;

•

increased costs over which we have limited or no control, such as the third-party landfill costs, the cost of labour and the cost of fuel;

•

legal and policy changes in waste management industry impacting landfill volumes;

•

the Investors will be entitled to certain pre-emptive rights to subscribe for additional subordinate voting shares (or multiple voting shares, as applicable) provided for in the Investor Rights Agreements. See "Certain Relationships and Related Party Transactions—Investor Rights Agreements—Pre-Emptive Rights;" and

•

the Investors will have significant influence after this offering and may have interests that differ from those of our other shareholders. See "Principal and Selling Shareholders".

        Any of the factors set forth under "Risk Factors" may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under "Risk Factors" in deciding whether to invest in our subordinate voting shares.

Implications of Being a Foreign Private Issuer

        Upon consummation of this offering, we will report under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a non-U.S. company with foreign private issuer status. As a foreign private issuer, we may take advantage of certain provisions in the listing requirements of the NYSE that allow us to follow Canadian law for certain corporate governance matters. See "Management—Foreign Private Issuer Status". As long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

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•

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and imposing liability for insiders who profit from trades made within a short period of time;

•

the rules under the Exchange Act requiring the filing with the SEC of an annual report on Form 10-K (although we will file annual reports on a corresponding form for foreign private issuers), quarterly reports on Form 10-Q containing unaudited financial and other specified information (although we expect to file quarterly reports on a current reporting form for foreign private issuers), or current reports on Form 8-K, upon the occurrence of specified significant events; and

•

Regulation Fair Disclosure or Regulation FD, which regulates selective disclosure of material non-public information by issuers.

Our Corporate Information

        Our head and registered office is located at 100 New Park Place, Suite 500, Vaughan, ON, L4K 0H9. Our telephone number at our head and registered office is (905) 326-0101. Our website address is www.gflenv.com. Information contained on, or accessible through, our website is not part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference.

        The following chart reflects our organization structure (including the jurisdiction of formation or incorporation of our material subsidiaries) after giving effect to the Pre-Closing Capital Changes. The solid lines refer to direct ownership interests and the dotted lines refer to indirect ownership interests.

Unit Offering

        Concurrently with this offering, we are offering, by means of a separate prospectus, 14,000,000        % Tangible Equity Units (and, to the extent that the underwriters sell more than 14,000,000 Units, up to an additional 2,100,000 Units that the underwriters in the Unit Offering have the option to purchase from us at the initial public offering price thereof less the underwriting discount, within 13 days beginning on, and including, the date of initial issuance of the Units), each with a stated amount of US$50.00 (or $66.67). We estimate that the net proceeds to us from the sale of Units in the Unit Offering, if completed, will be approximately US$677.3 million (or $903.0 million) (or approximately US$778.8 million (or $1,038.4 million) if the underwriters in the Unit Offering exercise their option to purchase additional Units in full), in each case after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The closing of this offering is not conditioned upon the closing of the Unit Offering, but the closing of the Unit Offering is conditioned upon the closing of this offering. For additional information, see "Tangible Equity Units Offering".

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RECENT DEVELOPMENTS

Equity Financing

        In the first quarter of 2020, we issued $360,321,456 of additional non-voting shares to certain of our existing shareholders (the "Equity Financing"). See "Description of Share Capital—Prior Sales".

Recent Acquisitions

        Effective January 1, 2020, we acquired (the "County Acquisition") all of the interests of County Waste of Virginia, LLC and its subsidiaries (collectively, "County Waste"). The US$485 million aggregate consideration payable in connection with the County Acquisition consists of approximately US$445 million in cash and 41,873,600 Class I Shares at a price of $1.25 per share, which were issued to certain of the County Waste shareholders, subject to certain post-closing adjustments. County Waste offers solid waste management services, including collection, transportation, transfer, recycling and disposal of non-hazardous solid waste for municipal, residential, and commercial and industrial customers in Virginia and Eastern Pennsylvania.

        Effective February 1, 2020, we purchased (the "American Acquisition") all of the outstanding stock of American Waste, Inc. and its subsidiaries (collectively, "American Waste"). The US$380 million aggregate consideration payable in connection with the American Acquisition consists of approximately US$360 million in cash and 21,092,000 Class J Non-Voting Shares at a price of $1.25 per share, which were issued to certain of the American Waste shareholders, subject to certain post-closing adjustments. American Waste is a vertically integrated solid and liquid waste management company based in Michigan.

        Since December 31, 2019, we have closed the County Acquisition, the American Acquisition and other acquisitions (collectively, the "Interim Acquisitions") representing aggregate annualized revenue of approximately $442.0 million.

Senior Notes Redemption

        We plan to use the net proceeds received by us from this offering and the Unit Offering to redeem all of our outstanding 5.625% senior notes due 2022 (the "2022 Notes"), all of our outstanding 5.375% senior notes due 2023 (the "2023 Notes"), US$270.0 million of the aggregate principal amount of our 7.000% senior notes due 2026 (the "2026 Notes") and US$240.0 million of the aggregate principal amount of our 8.500% senior notes due 2027 (the "2027 Notes") and to pay related fees, premiums and accrued and unpaid interest on such notes. We intend to send conditional notices of redemptions for each of the 2022 Notes, the 2023 Notes, the 2026 Notes, and the 2027 Notes announcing such redemptions (collectively, the "Redemptions") to the applicable trustee for such notes, which notices will be delivered to the holders of such notes. The Redemptions are subject to the satisfaction of certain conditions including, but not limited to, the completion of this offering and the Unit Offering on terms satisfactory to us in our sole discretion. We are permitted to amend, extend or terminate any of the Redemptions should the conditions not be met, which evaluation will be made in our sole discretion. Nothing in this prospectus should be construed as a notice of redemption for our 2022 Notes, 2023 Notes, 2026 Notes or 2027 Notes. We also plan to use the net proceeds received by us from this offering and the Unit Offering to repay indebtedness outstanding under the Revolving Credit Facility (as defined herein) and the Term Facility (as defined herein). See "Use of Proceeds".

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THE OFFERING

Issuer	GFL Environmental Inc.
Subordinate voting shares offered by us	71,652,440 subordinate voting shares.
Subordinate voting shares offered by the selling shareholder	1,518,293 subordinate voting shares.
Option to purchase additional subordinate voting shares	We have granted to the underwriters an option, exercisable in whole or in part, at any time for a period of 30 days after the date of this prospectus, to purchase from us up to 10,975,609 additional subordinate voting shares, less underwriting discounts and commissions.
Subordinate voting shares outstanding after this offering	308,889,748 subordinate voting shares (or 319,865,357 subordinate voting shares if the underwriters exercise their option to purchase additional subordinate voting shares in full).
Multiple voting shares outstanding after this offering	11,892,576 multiple voting shares.
Use of proceeds	We estimate that the net proceeds from our sale of subordinate voting shares in this offering at an assumed initial public offering price of US$20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, will be approximately US$1,408.9 million (or $1,878.5 million) (or approximately US$1,626.6 million (or $2,168.7 million) if the underwriters exercise their option to purchase additional subordinate voting shares in full). We will not receive any proceeds from the sale of subordinate voting shares in this offering by the selling shareholder.
	We estimate that the net proceeds to us from the Unit Offering, if completed, after deducting estimated underwriting discounts and commissions and the estimated offering expenses payable by us, will be approximately US$677.3 million (or $903.0 million) (or US$778.8 million (or $1,038.4 million) if the underwriters in the Unit Offering exercise their option to purchase additional Units in full).

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	We intend to use the net proceeds received by us from this offering and the Unit Offering to redeem all of the outstanding 2022 Notes and 2023 Notes, to redeem US$270.0 million of the 2026 Notes, to redeem US$240.0 million of the 2027 Notes, to pay related fees, premiums and accrued and unpaid interest on such notes and to repay indebtedness outstanding under the Revolving Credit Facility and Term Facility. The Redemptions are subject to the satisfaction of certain conditions including, but not limited to, the completion of this offering and the Unit Offering on terms satisfactory to us in our sole discretion. The net proceeds from the sale of our subordinate voting shares by us in this offering and the net proceeds in the Unit Offering from the sale of the Units may initially or temporarily be used for general corporate purposes prior to the repayment of our indebtedness. If there are any remaining net proceeds, such amounts will be allocated for general corporate purposes, including strengthening our balance sheet by paying down additional indebtedness and/or funding our growth strategies, including future acquisitions. As a result of our significant growth in recent periods and the fact that we regularly review and evaluate potential acquisitions in Canada and the United States, we do not believe we can provide the approximate amounts of the net proceeds that will be allocated to each of these purposes with certainty. As such, we have not specifically allocated the net proceeds among these purposes as at the date of this prospectus. Such decisions will depend on market and competitive factors as they evolve over time. Pending their use, we intend to invest the net proceeds to us from this offering and the Unit Offering in short-term, investment grade, interest bearing instruments or hold them as cash. As at the date of this prospectus, there is no probable acquisition that, if completed, would be a significant acquisition. See "Use of Proceeds".
Voting rights	Following the sale of subordinate voting shares offered hereby, we will have two classes of shares outstanding: subordinate voting shares and multiple voting shares. The rights of the holders of our subordinate voting shares and multiple voting shares are substantially identical, except with respect to voting and conversion.
	The subordinate voting shares will have one vote per subordinate voting share and the multiple voting shares will have 10 votes per multiple voting share. See "Description of Share Capital—Share Capital upon Completion of the Offering".
	After giving effect to this offering, the subordinate voting shares will collectively represent approximately 96.3% of our total issued and outstanding shares and approximately 72.2% of the voting power attached to all of our issued and outstanding shares (96.4% and 72.9%, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full) and the multiple voting shares will collectively represent approximately 3.7% of our total issued and outstanding shares and approximately 27.8% of the voting power attached to all of our issued and outstanding shares (3.6% and 27.1%, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full).

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Conversion rights	The subordinate voting shares are not convertible into any other class of shares. The multiple voting shares are convertible into subordinate voting shares on a one-for-one basis at any time at the option of the holders thereof or upon the sale of multiple voting shares to an unaffiliated third party. In addition, our Articles will provide that multiple voting shares will automatically convert into subordinate voting shares in certain other circumstances. See "Description of Share Capital".
Take-over bid protection	In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid, the holders of our subordinate voting shares will be entitled to participate on an equal footing with holders of our multiple voting shares, we will enter into a customary coattail agreement with holders of multiple voting shares. The coattail agreement will contain provisions customary for dual-class, TSX listed corporations designed to prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under applicable provincial take-over bid legislation to which they would have been entitled if the multiple voting shares had been subordinate voting shares. See "Description of Share Capital—Take-over Bid Protection".
Dividend policy	Subject to applicable law, our results of operations, financial condition, earnings, capital requirements, contractual obligations under the Credit Agreements (as defined herein) and other agreements governing our current and future indebtedness and other factors that our board of directors deems relevant, it is the intention of the board of directors following closing of this offering to declare quarterly cash dividends. It is expected that future cash dividend payments will be made to shareholders of record as of the close of business on the last business day of each fiscal quarter or such other dates as the board of directors may determine. Unless otherwise indicated, all dividends are expected to be designated as eligible dividends in accordance with subsection 89(14) of the Tax Act (as defined herein) and any applicable corresponding provincial or territorial provisions.
	Initially, the Company anticipates paying quarterly cash dividends, with annualized aggregate dividend payments of approximately US$12.8 million. The first dividend that would be payable to investors in this offering would be the dividend for the period beginning on the closing of this offering and ending on March 31, 2020. The Company expects the first dividend would be equal to an aggregate amount of approximately US$3.2 million (or approximately US$0.01 per subordinate voting share and US$0.01 per multiple voting share). Dividends will be declared and paid in arrears.
	Accordingly, we expect the first dividend payment on the subordinate voting shares and multiple voting shares would be declared and paid in April 2020. We intend to pay such planned quarterly dividend with cash generated from our operations. The amount and timing of the payment of any dividends are not guaranteed and are subject to the discretion of the board of directors. See "Dividend Policy" and "Risk Factors".

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Directed share program	At our request, the underwriters have reserved for sale up to 5% of the subordinate voting shares to be sold by us and offered by this prospectus for sale, at the initial public offering price, to certain individuals, through a directed share program, including employees, directors and other persons associated with us who have expressed an interest in purchasing our subordinate voting shares in the offering. The number of subordinate voting shares available for sale to the general public in the offering will be reduced by the number of reserved subordinate voting shares sold to these individuals. Any reserved subordinate voting shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other subordinate voting shares offered under this prospectus. See "Underwriting (Conflicts of Interest)".
Risk factors	See "Risk Factors" for a discussion of risks you should carefully consider before deciding to invest in our subordinate voting shares.
Conflicts of interest	Our affiliate, BC Partners Securities LLC, will be one of the underwriters in this offering and the Unit Offering. Because BC Partners Securities LLC is an affiliate of ours and is an underwriter for this offering and the Unit Offering, it would be deemed to have a "conflict of interest" with us pursuant to Rule 5121(f)(5) of the Financial Industry Regulatory Authority, Inc. ("FINRA") with respect to this offering and the Unit Offering. Therefore, this offering and the Unit Offering will be conducted in compliance with the applicable requirements of FINRA Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering and the Unit Offering as the member that will be primarily responsible for managing the public offering will not have a conflict of interest, will not be an affiliate of any member that has a conflict of interest and will meet the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. BC Partners Securities LLC will not confirm initial sales to any discretionary accounts over which it has authority without the prior specific written approval of the customer. See "Underwriting (Conflicts of Interest)—Conflicts of Interest".
NYSE trading symbol	"GFL".
TSX trading symbol	"GFL".
Concurrent Tangible Equity Units Offering:	Concurrently with this offering of subordinate voting shares, we are making a public offering, by means of a separate prospectus, of 14,000,000 Units, and we have granted the underwriters of that offering a 13-day option to purchase up to an additional 2,100,000 Units. The closing of this offering is not conditioned upon the closing of the Unit Offering, but the closing of the Unit Offering is conditioned upon the closing of this offering. See the section of this prospectus entitled "Tangible Equity Units Offering" for a summary of the terms of the Units and a further description of the Unit Offering.

        The number of subordinate voting shares and multiple voting shares to be outstanding immediately after completion of the Pre-Closing Capital Changes and the consummation of this offering is based on

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235,719,015 subordinate voting shares and 13,410,869 multiple voting shares outstanding immediately following the Pre-Closing Capital Changes which includes 3,203,925 subordinate voting shares issued as Legacy Option Shares (as defined herein) and does not reflect 32,078,233 subordinate voting shares reserved as of the closing date of this offering for issuance in respect of future awards under our LTIP (as defined herein), which we will adopt in connection with this offering. A US$1.00 increase (decrease) in the assumed initial offering price of US$20.50 per subordinate voting share would decrease (increase) the number of subordinate voting shares issued as part of the Pre-Closing Capital Changes by approximately 2.2 million shares. See "Executive Compensation—Equity Incentive Plans".

        Unless otherwise indicated, this prospectus reflects and assumes the following:

•

the subordinate voting shares to be sold in this offering are sold at US$20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus;

•

no exercise by the underwriters of their option to purchase additional subordinate voting shares; and

•

completion of the Pre-Closing Capital Changes.

        In this prospectus, unless otherwise indicated, the number of subordinate voting shares outstanding and the other information based thereon does not reflect the up to 34,146,341 subordinate voting shares (or up to 39,268,293 subordinate voting shares if the underwriters in the Unit Offering exercise their option to purchase additional Units in full) issuable upon settlement of the purchase contracts that are a component of the Units being offered in the Unit Offering, in each case, at the rate of 2.4390 subordinate voting shares per purchase contract, based on the assumed initial public offering price of US$20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming the maximum number of subordinate voting shares issuable upon automatic settlement of such purchase contracts, subject to certain anti-dilution adjustments.

        Unless otherwise indicated or the context otherwise requires, all information in this prospectus reflects and assumes the completion of the Unit Offering of 14,000,000 Units and assumes no exercise by the underwriters of the Unit Offering of their option to purchase additional Units.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following tables set forth our summary historical consolidated financial information for the periods indicated.

        We derived the summary statement of operations data and the summary statement of cash flows data for Fiscal 2017, the Predecessor 2018 Period, the Successor 2018 Period and Fiscal 2019 and the summary balance sheet data as at December 31, 2018 and December 31, 2019 from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. We derived the summary balance sheet data as at December 31, 2017 from our consolidated financial statements and related notes not included in this prospectus.

        You should review the following information together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information contained under the headings: "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations".

	Predecessor						Successor
	Fiscal 2017			January 1, 2018 through May 31, 2018			June 1, 2018 through December 31, 2018			Fiscal 2019
	(expressed in millions of dollars) (except for per share data)
Consolidated Statements of Operations Data:
Revenue	$	1,333.1		$	627.8		$	1,224.8		$	3,346.9
Cost of sales		1,145.1			551.2			1,152.3			3,073.1
Selling, general and administrative expenses		157.1			126.5			217.7			396.5
Loss (gain) on sale of property, plant and equipment		2.8			(0.1	)		4.7			1.2
Interest and other finance costs		212.7			127.4			242.2			532.2
Loss (Gain) on foreign exchange		(27.2	)		16.6			39.6			(48.9	)
Other(1)		(17.4	)		(2.2	)		0.9			2.0
Loss before income taxes		(140.0	)		(191.6	)		(432.7	)		(609.2	)
Income tax (recovery) expense		(39.0	)		(26.9	)		(114.0	)		(157.6	)
Net loss	$	(101.0	)	$	(164.7	)	$	(318.7	)		(451.6	)
Loss per share information, basic and diluted
Loss per share(2)		(0.18	)		(0.29	)		(0.12	)		(0.12	)
Weighted average shares outstanding(2)		569,439.5			571,497.7			2,674,251.1			3,670,357.5
Cash Flow Data:
Net cash flow from (used in) operating activities	$	126.4		$	(10.1	)	$	29.4		$	251.0
Net cash used in investing activities		(431.0	)		(371.2	)		(6,806.6	)		(1,166.9	)
Net cash flow from financing activities		291.2			488.7			6,663.1			1,479.0
Other Consolidated Financial Data:
EBITDA(3)		311.8			43.0			115.3			722.5
Adjusted EBITDA(3)		306.6			127.3			282.0			825.8

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	Predecessor		Successor
	As at December 31, 2017		As at December 31, 2018		As at December 31, 2019
	(expressed in millions of dollars)
Consolidated Balance Sheet Data:
Cash and cash in escrow	$	12.6	$	7.4	$	574.8
Total assets		3,447.2		11,071.6		12,323.8
Total long-term debt, including current portion(4)		2,461.5		6,288.7		7,684.0
Total liabilities		2,938.2		7,879.0		9,555.9
Total shareholders' equity		509.0		3,192.6		2,767.9

(1)

Other consists of (i) for Predecessor 2018 Period and Successor 2018 Period, the cash proceeds received in connection with a settlement with a selling shareholder in connection with our first acquisition in the United States that was completed on September 30, 2016 in which we acquired solid waste collection and recycling operations in Southeastern Michigan (the "Michigan Acquisition"); (ii) for Fiscal 2017, the cash proceeds received in connection with a cash settlement received from an insurer related to our claims under the representation and warranty insurance policy purchased in connection with the Michigan Acquisition; and (iii) deferred purchase consideration.

(2)

Does not give effect to the Pre-Closing Capital Changes or the subordinate voting shares being issued in this offering. See "Pre-Closing Capital Changes".

(3)

EBITDA and Adjusted EBITDA are not measures of performance in accordance with IFRS and should not be considered as an alternative to net income/loss or operating cash flows determined in accordance with IFRS. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors because securities analysts, investors and other interested parties use these non-IFRS measures to assess our operating performance across periods on a consistent basis and to evaluate the relative risk of an investment in our securities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures". Each of EBITDA and Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:

•

although amortization is a non-cash charge, the assets being amortized will often have to be replaced in the future and neither EBITDA nor Adjusted EBITDA reflects any cash requirements for such replacements;

•

neither reflects our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•

neither reflects changes in, or cash requirements for, our working capital needs;

•

neither reflects the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our significant amount of indebtedness; and

•

neither reflects the impact of earnings or charges resulting from matters we do not consider to be indicative of our ongoing operations but may nonetheless have a material impact on our results of operations.

In addition, because not all companies use identical calculations, these presentations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry and neither EBITDA nor Adjusted EBITDA should be taken as representative of our future results of operations or financial position.

(4)

Total long-term debt consists of the current and long-term portions of long-term debt, including $58.7 million of secured lease obligations at December 31, 2019.

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The following tables reconcile our net loss to EBITDA and Adjusted EBITDA for the periods indicated:

	Predecessor						Successor
	Fiscal 2017			January 1, 2018 through May 31, 2018			June 1, 2018 through December 31, 2018			Fiscal 2019
	(expressed in millions of dollars)
Net loss	$	(101.0	)	$	(164.7	)	$	(318.7	)	$	(451.6	)
Add:
Interest and other finance costs		212.7			127.4			242.2			532.2
Depreciation expense		154.7			66.3			178.2			465.3
Amortization of intangible assets		84.4			40.9			127.5			334.1
Income tax recovery		(39.0	)		(26.9	)		(114.0	)		(157.6	)
EBITDA		311.8			43.0			115.3			722.5
Add:
(Gain) loss on foreign exchange and sale of property, plant and equipment(a)		(24.4	)		16.5			44.3			(47.8	)
Share-based payments(b)		5.1			18.8			2.0			14.5
Other income(c)		(19.4	)		(3.2	)		(0.1	)		—
Acquisition, integration and other costs(d)		20.8			42.5			103.7			65.5
Acquisition, rebranding and other integration costs(e)		10.7			8.7			13.0			36.4
Unbilled revenue reversal(f)		—			—			—			31.6
Mark-to-market loss on fuel hedge		—			—			2.8			1.0
Deferred purchase consideration		2.0			1.0			1.0			2.0
Adjusted EBITDA	$	306.6		$	127.3		$	282.0		$	825.8

(a)

Consists of (i) non-cash gains and losses on foreign exchange and interest rate swaps entered into in connection with our debt instruments, (ii) gains and losses recognized on the sale of property, plant or equipment where proceeds are greater than or less than their carrying value and (iii) gains and losses attributable to foreign exchange rate fluctuations.

(b)

This is a non-cash item and consists of the amortization of the estimated fair market value of share-based options granted to certain directors and members of management under share-based option plans.

(c)

For Predecessor 2018 Period and Successor 2018 Period represents the cash proceeds received in connection with a settlement with a selling shareholder in connection with the Michigan Acquisition. For Fiscal 2017, reflects the cash settlement received from an insurer related to our claims under the representation and warranty insurance policy purchased in connection with the Michigan Acquisition.

(d)

For Successor 2018 Period consists of: (i) $103.6 million in professional fees and other transaction costs related to the Recapitalization transactions in May 2018, (ii) $15.2 million in transaction costs associated with the Waste Industries Merger, (iii) legal, consulting and other fees and expenses incurred in respect of other acquisitions and financing activities completed during the period and severance costs relating to restructuring activities. For Fiscal 2017 and Fiscal 2019, consists of legal, consulting and other fees and expenses incurred in respect of acquisitions and financing activities completed during the applicable period. We expect to incur similar costs in connection with other acquisitions in the future and, under IFRS, such costs relating to acquisitions are expensed as incurred and not capitalized.

(e)

Consists of costs related to the rebranding of equipment acquired through business acquisitions. We may incur similar expenditures in the future in connection with other acquisitions.

(f)

Consists of accumulated accruals to unbilled revenue from prior fiscal years relating to unbilled work in progress in our infrastructure & soil remediation segment that we no longer believe is recoverable.

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RISK FACTORS

This offering and investing in our subordinate voting shares involves a high degree of risk. In addition to all other information set out in this prospectus, the following factors could materially adversely affect us and should be considered when deciding whether to make an investment in the Company and our subordinate voting shares. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may become important factors that affect our future financial condition and results of operations. The occurrence of any of the risks discussed below could materially adversely affect our business, prospects, financial condition, results of operations or cash flow, in which case the price of our subordinate voting shares could decline, and you could lose all or part of your investment. Prospective purchasers of our subordinate voting shares should carefully consider the following risks before investing in our subordinate voting shares. Please also see "Cautionary Note Regarding Forward-Looking Statements".

Risks Related to Our Business and Industry

We are subject to substantial governmental regulation that will change over time. Failure to comply with these requirements, as well as enforcement actions and litigation arising from an actual or perceived breach of such requirements, could subject us to fines, penalties and judgements, and impose limits on our ability to operate and expand.

        We are subject to potential liability and numerous restrictions under environmental and other laws, including those relating to transportation, recycling, treatment, storage and disposal of wastes and hazardous wastes, discharges of pollutants to air and water, and the remediation of contaminated soil, the deposit of remediated or excavated soil at third-party sites, greenhouse gas emissions and the remediation of contaminated surface water and groundwater. These laws and regulations are subject to ongoing changes, not all of which are predictable. The operation of each of our business lines has been and will continue to be subject to regulation, including permitting and related financial assurance requirements, as well as attempts to further regulate our operations. Permits often take years to obtain or renew as a result of numerous hearings and compliance requirements with regard to zoning, environmental and other laws and regulations. These permits are also often subject to resistance from citizen or other groups and other political pressures. Local communities and citizen groups, adjacent landowners or governmental agencies may oppose the issuance or expansion of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage. In the past, we have been subject to enforcement actions and certain litigation under applicable environmental laws and regulations that arise in the ordinary course of business. Responding to these challenges has at times increased our costs, required us to make significant capital investments to upgrade our facilities and extended the time associated with establishing disposal, processing, treatment or remediation facilities or expanding their permitted capacity. In addition, failure to receive or maintain regulatory, zoning or other approval, permits or authorizations, may prohibit us from establishing, or cause or contribute to delays for us in, new or expanding capacity at our existing disposal, processing, treatment or soil remediation facilities, including our transfer stations, landfills and organic waste facilities.

        Our transfer stations or organic waste facilities, liquid waste processing or compost facilities, liquid waste storage and processing, landfill, soil remediation and infrastructure operations are subject to a wide range of odour, noise and land use restrictions. If we are not able to comply with these requirements or other environmental laws that apply to a particular facility, or if we operate without the necessary approvals or permits, we could be subject to administrative, civil, and possibly criminal, fines and penalties, and we may be required to expend substantial capital to bring an operation into compliance, to temporarily or permanently discontinue activities, and/or to take corrective actions. Furthermore, our operations could be affected by future laws and regulations that may be more onerous than those that are currently in place or that result in significant fees payable for compliance

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costs, and there is no assurance that we will be able to pass on the increased cost of compliance to our customers. We may also be affected by legal proceedings commenced by neighbours, local residents or governmental authorities that allege negative impacts from our operations and seek remedies such as damages or injunctions to limit our operations or require us to purchase or compensate them for diminution in value of their properties or to incur capital expenditures to mitigate the impact of our operations on their properties.

        Regulations directed at third parties may also adversely impact our operations. For example, efforts to regulate the emission of greenhouse gases at landfills could increase the cost of operating our landfills and result in increased charges for disposal of waste or limit the ability of the affected landfills to accept solid waste. While these regulations could affect our own landfills, they could also increase the cost for us to dispose of solid waste at third-party landfills. Similarly, while our exposure generally to the oil and gas sector is limited, any adverse impact of greenhouse gas regulations on the cost of operations of our customers in the oil and gas sector could cause some of our customers to suffer financial difficulties, to reduce their need for our services, and/or ultimately to be unable or unwilling to pay amounts owed to us. These events could have a negative impact on our financial condition, results of operations and cash flows, which could cause the price of our subordinate voting shares to decline.

We may face liabilities in connection with environmental matters.

        We may be liable for any remediation costs or natural resources damages attributable to a release or threatened release of pollutants or hazardous substances that has occurred, or may occur in the future, at our current or former facilities or at third-party facilities to which we send waste or our remediated soils, or any other facilities where we conduct business, including damage to neighbouring properties or residents. We may also be liable for environmental contamination caused by pollutants or hazardous substances whose transportation, treatment or disposal we or companies we acquired, arranged or conducted. Under some laws, such as the U.S. Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), we could become jointly and severally liable for such contamination regardless of whether we, or our predecessors, including companies that we acquired, caused the release of pollutants or hazardous substances or are otherwise at fault. There can be no assurance that the cost of such cleanup or that our share of the cost or liability will not exceed our estimates or will not have a material adverse effect on our operations, cash flows and available capital. In addition, environmental insurance coverage for our operations does not cover all of the potential liabilities to which we may be subject and we may not be able to obtain insurance coverage in the future at reasonable expense or at all.

        We may also, from time to time, receive notices of violation for failure to comply with environmental laws or become subject to citizen suits as a result of any such noncompliance. There can be no assurance that fines or penalties, or other sanctions associated with such notices or any costs to correct our failure to comply will not be significant to us and impact our results of operations, cash flows and available capital.

        It is also possible that government officials responsible for enforcing environmental or applicable federal, provincial, municipal or state laws or regulations or agreements that govern our activities may believe an issue is more serious than we expect, or that we will fail to identify or fully appreciate an existing liability before we become legally responsible for addressing it. Some of the legal sanctions to which we could become subject could cause the suspension or revocation of a required permit or authorization; prevent us from, or delay us in, obtaining or renewing permits to operate or expand our facilities; limit (or increase the costs of) our disposal options, including for remediated soils; impose substantial fines or penalties that are comparable to those of criminal sanctions against us or executive officers or employees; or harm our reputation.

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        In addition, we have previously acquired, and may in the future acquire, businesses that may have handled and stored, or will handle and store, hazardous or other regulated substances, including petroleum products, at their facilities. These businesses may have released substances into the soil, air, surface water or groundwater which may have impacted the soil, air, surface water or groundwater of neighbouring properties. They may also have transported or disposed of substances, or arranged to have transported, disposed of or treated substances to or at other properties where substances were released into soil, air, surface water or groundwater. Depending on the nature of our acquisition of these businesses and other factors, we could be liable for the cost of cleaning up any contamination and other environmental damages for which the acquired businesses are liable, even if the contamination predated our ownership or operation of the acquired businesses. Any indemnities or warranties we obtained or obtain in connection with the purchases of these businesses may not be sufficient to cover these liabilities, due to limited scope, amount or duration, the financial capacity of the party who gave or gives the indemnity or warranty to honour it, or other reasons.

We may lose municipal and other contracts through competitive bidding, non-renewal, early termination or as a result of a change of control.

        We derived approximately 24% of our annual revenue in Fiscal 2019 from residential services, the majority of which are provided through municipal contracts. All of our municipal contracts are for a specified term and may be subject to competitive bidding on the expiration of their current terms. We may not be the successful bidder when a municipal contract which we currently hold expires or we may have to submit a bid at lower margins than we currently enjoy in order to retain the contract. In addition, although we intend to bid on additional municipal contracts, we may not always, or ever, be the successful bidder. Furthermore, some of our municipal contracts have change of control provisions, which may allow municipalities to terminate such municipal contracts in certain circumstances. Similar risks may affect contracts that we currently have or that we may be awarded in the future to operate municipally owned assets, such as MRFs, transfer stations or landfills. In our liquid, infrastructure & soil remediation and solid waste businesses, we also have contracts which are tendered with other government agencies and with our commercial or institutional customers to provide our services on a competitive bid basis. We may not be the successful bidder for these contracts. In addition, some of our customers, including municipalities, may terminate their contracts with us before the end of the terms of those contracts.

        Over the next two years, certain municipal contracts are up for re-bid. If these contracts are not re-bid, we may not be able to replace the resulting lost revenue. Such a loss could have an adverse effect on our business, financial condition and results of operations.

        If we are not able to replace lost revenue resulting from unsuccessful competitive bidding or non-renewal, renegotiation or early termination of existing municipal and other customer contracts, with other revenue within a reasonable time period, our results of operations, cash flow and financial condition could be adversely affected.

We operate in the highly competitive environmental services industry and may not be able to compete effectively with others in our business lines.

        Some of the markets in which we operate or plan to operate are served by one or more large, international and national companies, as well as by regional and local companies of varying sizes and resources, some of which may have accumulated substantial goodwill in their markets. Some of our competitors may also be better capitalized than we are, have greater name recognition than we do, have access to better equipment than we do, have operations in more jurisdictions than we do, or be able to provide or be willing to bid their services at a lower price than we may be willing to offer. Our inability to compete effectively in securing new or repeat business could hinder our growth or adversely impact our operating results.

35

        Additionally, in our solid waste operations, many cities and municipalities operate their own waste collection and disposal facilities and have competitive advantages not available to private enterprises. We also encounter competition from landfill disposal alternatives, such as recycling and incineration, which benefit from provincial requirements to reduce landfill disposal. In our infrastructure & soil remediation business, we compete with landfills for contaminated soils which may be able to offer lower prices than our soil remediation facilities depending upon their proximity to the source site of the soil. If we are unable to successfully compete against our competitors, our ability to retain existing customers and obtain future business could be adversely affected.

Our financial and operating performance may be affected by the inability in some instances to renew landfill or organic waste facility permits and agreements, obtain new landfills or organic waste facility permits and agreements or expand existing facilities. Further, the cost of operation and/or future construction of our existing landfills or organic waste facilities may become economically unfeasible, causing us to abandon or cease operations.

        Our ability to meet our financial and operating objectives may depend in part on our ability to acquire, lease or renew permits or agreements to operate or use landfills, organic waste processing or compost facilities, liquid waste processing facilities, soil remediation facilities and clean or remediated soil disposal sites, expand existing landfills and the capacity of our transfer stations, organic or compost facilities and soil remediation facilities and develop new landfill, transfer station, organic waste processing or compost facilities, soil remediation facilities and clean or remediated soil disposal sites. It has become increasingly difficult and expensive to obtain required permits and approvals to build, operate and expand solid waste, soil remediation and liquid waste management facilities, including landfills, transfer stations, soil remediation facilities, clean or remediated soil disposal sites and certain types of organic waste facilities. Expansions of landfill operations, transfer station permits, soil remediation facilities and food processing or processing at our organic processing facilities require GFL to obtain permits, which may impose burdensome terms and conditions that may require us to incur higher capital expenditures than we anticipated and adversely affect our results of operations. Because of these limitations, we may not be able to grow within our existing markets or expand existing landfill sites or the capacity of our transfer stations or usage of third-party landfills, organic waste facilities, soil remediation facilities and clean or remediate soil disposal sites, in order to support acquisitions and internal growth in our existing markets. In particular, increased volumes would shorten the lives of these landfills and with our other facilities could impose limitations on our ability to service our internal tonnage requirements as well as those of our customers. It is also possible that the operation or expansion of existing landfills, organic waste facilities or soil remediation facilities may become economically unfeasible based on management's assessment of permitting issues, acceptable waste streams, available volumes and operating costs and capital expenditures required to meet permitting requirements, in which case we may abandon expansion plans or abandon or cease operations entirely at a particular facility. Any such decision could result in impairment charges as well as ongoing costs for closure and site remediation, which could cause the price of our subordinate voting shares to decline. Exhausting or limiting permitted capacity at any of our facilities would also restrict our growth and reduce our financial performance in the market served by the facility because we would be forced to dispose of waste at more distant disposal or processing facilities or at such facilities operated by our competitors, thereby increasing our waste disposal expenses.

        Our ability to meet our growth objectives depends in part on our ability to expand our existing landfills, organic waste processing facilities, transfer stations, soil remediation facilities, clean or remediated soil disposal sites and such of these facilities that we might acquire. Obtaining required permits and approvals to expand landfills and organic waste processing facilities in some jurisdictions in which we operate, as well as for transfer stations, soil remediation facilities and clean or remediated soil disposal sites has become increasingly difficult and expensive requiring numerous hearings and compliance with various zoning, environmental and regulatory laws subject to frequent and

36

unpredictable change in some cases and drawing resistance from citizens, environmental or other groups. Even if permits are granted, they may contain burdensome terms and conditions or the issuance of permits could be extensively delayed, which could affect the remaining capacity at the facility.

        In addition, certain permits, including the air permit issued to us for our organics processing facility in Delta, British Columbia, contain provisions that permit the regulator to require us to suspend our operations if we are unable to meet certain performance conditions imposed upon us in the permit. If we were unable to comply with these conditions for a period of time or at all, we could be required to temporarily or permanently suspend our operations at the impacted facility, which would adversely affect our operating results.

We have engaged in recent acquisitions and expect to engage in acquisitions in the future, which may pose significant risks and could have an adverse effect on our operations.

        We have engaged in recent acquisitions and expect to engage in future acquisitions in order to achieve our growth strategy. Our ability to execute our growth strategy depends in part on our ability to identify and acquire desirable acquisition candidates at a price and on terms acceptable to us and on our ability to successfully integrate acquired operations into our business. If we identify suitable acquisition candidates, we may be unable to successfully negotiate their acquisition at a price or on terms and conditions acceptable to us, including as a result of the limitations imposed by our debt obligations. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions. We may not be able to incur additional debt on terms favourable to us or at all.

        Our future financial performance depends in part upon our ability to efficiently and effectively combine the operations of acquired businesses into our existing operations and achieve identified cost savings and other synergies. If we are unable to identify and correct operational or financial weaknesses in acquired businesses or to achieve the projected cost savings, our operating results and cash flows could be negatively impacted. The integration of acquired businesses and other assets, including certain of such businesses' operations and the differences in operational culture of the acquired businesses, may require significant management time and resources, which may distract management's attention from day-to-day business operations. Management will need to maintain existing customers of the acquired businesses and attract new customers, recruit, retain and effectively manage employees, as well as expand operations and integrate financial control systems. Failure to expand operational and financial systems and controls or to retain and integrate appropriate personnel at a pace consistent with our growth could also adversely affect our operating results. Further, if integration-related expenses and capital expenditure requirements are greater than anticipated, or if we are unable to manage our growth profitably, our financial results and cash flow may decline.

We may be subject to potential liabilities from past and future acquisitions that we may not discover in conducting our due diligence.

        Acquired businesses may be subject to environmental, operational, tax and other liabilities and risks that were not identified at the time they were acquired. In pursuing acquisitions, we conduct due diligence on the business or assets being acquired and seek detailed representations and warranties respecting the business or assets being acquired and typically obtain indemnification from sellers of the acquired companies or from representation and warranty insurance. Despite such efforts, there can be no assurance that the scope of such indemnification or insurance would adequately cover any liabilities as a result of acquisitions, or that we will not become subject to undisclosed liabilities as a result of acquisitions. This failure to discover potential liabilities may be due to various factors, such as our failure to accurately assess all of the pre-existing liabilities of the operations acquired or sellers failing to comply with laws. If this occurs, we may be responsible for such liabilities or violations, which could

37

have a material adverse effect on our business, financial condition and results of operations and in some instances, could negatively impact the public perception of our brand. Further, we are also subject to the risk of fraud on the part of sellers which could, among other things, result in an overstatement of key metrics of the acquired business or in the failure to disclose instances of non-compliance with applicable laws or contracts related to the acquired business which could expose us to governmental investigation, penalties or fines, the risk of termination or renegotiation of such contracts and have a negative impact on the public perception of our brand.

A portion of our growth and future financial performance depends on our ability to integrate acquired businesses, including Waste Industries, and the success of our acquisitions.

        A component of our growth strategy involves achieving economies of scale and operating efficiencies by growing through acquisitions, such as through the Waste Industries Merger. We may not achieve these goals unless we effectively combine the operations of acquired businesses, including Waste Industries, with our existing operations. In addition, we are not always able to control the timing of our acquisitions. Our inability to complete acquisitions within the time frames that we expect may cause our operating results to be less favourable than expected, which could cause the price of our subordinate voting shares to decline. Even if we are able to make acquisitions on advantageous terms and are able to integrate them successfully into our operations and organization, some acquisitions may not fulfill our anticipated financial or strategic objectives in a given market due to factors that we cannot control, such as market conditions, market position, competition, customer base, third-party legal challenges or governmental actions. In addition, we may change our strategy with respect to a market or acquired businesses and decide to sell such operations at a loss, or keep those operations and recognize an impairment of goodwill and/or intangible assets.

Competition for acquisition candidates, consolidation within the environmental services industry and economic and market conditions may limit our ability to grow through acquisitions.

        We seek to grow through strategic acquisitions in addition to organic growth. Although we have and expect to continue to identify numerous acquisition candidates that we believe may be suitable, we may not be able to acquire them at prices or on terms and conditions favourable to us. Other companies have adopted or may in the future adopt our strategy of acquiring and consolidating regional and local businesses. We expect that increased consolidation in the environmental services industry over the longer term will reduce the number of attractive acquisition candidates. Moreover, general economic conditions and the environment for attractive investments may affect the desire of the owners of acquisition candidates to sell their companies. As a result, we may have fewer acquisition opportunities, and those opportunities may be on less attractive terms than in the past, which could cause a reduction in our rate of growth from acquisitions.

We may not be able to achieve management's estimate of the Run-Rate EBITDA of the acquired businesses outlined under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Long-Term Debt".

        We have prepared estimates of the Acquisition EBITDA of businesses that we acquired in Fiscal 2019 that are reflected in our Run-Rate EBITDA and set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Long-Term Debt". Our estimates of the Acquisition EBITDA for each of the businesses we have acquired have not been prepared in accordance with IFRS or any other accounting or securities regulations relating to the presentation of pro forma financial information. In particular, the adjustments set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Long-Term Debt" do not account for seasonality and are not a guarantee that such results will actually be realized. While we do not believe the seasonality of any one acquired business is material when aggregated with other acquired businesses,

38

the estimates may result in a higher or lower adjustment to our Run-Rate EBITDA than would have resulted had we adjusted for the actual results of each of the acquired businesses for the period prior to our acquisition.

        Our failure to achieve the expected revenue and Adjusted EBITDA contributions could have a material adverse effect on our financial condition and results of operations.

Our Run-Rate EBITDA is based on certain estimates and assumptions and should not be regarded as a representation by us or any other person that we will achieve such operating results. Prospective investors should not place undue reliance on our Run-Rate EBITDA and should make their own independent assessment of our future results of operations, cash flows and financial condition.

        Our Run-Rate EBITDA set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Long-Term Debt" represents our estimate of our anticipated annual operating results, including, without limitation, our estimates of (i) the contribution of acquired businesses in the periods prior to our acquisition, and (ii) the contribution of certain contracts and agreements that we entered into during or after completion of the applicable period as if they had commenced at the beginning of the applicable period. Our Run-Rate EBITDA is based on certain estimates and assumptions, some or all of which may not materialize. Unanticipated events may occur that could have a material adverse effect on the actual results achieved by us during the periods to which these estimates relate. Those assumptions are summarized under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Long-Term Debt". Presentation of Run-Rate EBITDA excludes certain expense items, such as the impact of non-cash compensation, and such presentation is not intended to be a substitute for historical IFRS measures of operating performance or liquidity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Long-Term Debt" for a discussion of the limitations of non-IFRS measures and the Run-Rate EBITDA calculation included in this prospectus.

        Our Run-Rate EBITDA is subject to material risks, uncertainties and contingencies. We do not intend to update or otherwise revise our Run-Rate EBITDA to reflect circumstances existing or arising after the date of this prospectus, or to reflect the occurrence of unanticipated events. Our Run-Rate EBITDA should not be relied upon for any purpose following the consummation of this offering. The inclusion of Run-Rate EBITDA should not be regarded as a representation by us or any other person that we will achieve such operating results or revenues.

We depend on third-party landfills and transfer stations and we cannot provide assurance that we will maintain these relationships or continue to access services at current or higher levels.

        We do not own or operate landfills or transfer stations in certain markets in which we operate. As a result, we rely on third-party landfills or transfer stations to dispose of solid waste in certain markets. If we are unable to access these third-party facilities or if the rates for such third-party facilities increase, it could increase our expenses and reduce profitability. Accordingly, we depend on utilizing a certain level of third-party landfills to be able to conduct our operations at profitable levels.

        We cannot provide assurance that we will maintain our relationships or have access to any particular landfill or transfer station at current levels. We also cannot provide assurance that third-party landfills or transfer stations will continue to permit our usage and charge gate rates that generate acceptable margins for us. Negative impacts could also occur in disposal-neutral markets if our existing third-party landfill or transfer station operators fail to renew their operating contracts, if the volume of waste disposal increases and we are unable to find capacity for such increase or if landfill or transfer station operators increase their gate rates. In addition, new contracts for disposal services that we enter into may not have terms similar to those contained in our existing disposal arrangements, in which case our revenue and profitability could decline.

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Our access to equity or debt capital markets is not assured.

        Our ability to access equity or debt capital markets may be severely restricted at a time when we would like, or need, to do so. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, additional financing, including additional debt, to pursue additional acquisitions will likely be required. However, particularly if market conditions deteriorate, we may be unable to secure additional financing or such additional financing may not be available to us on favourable terms, which could have an impact on our flexibility to pursue additional acquisition opportunities. In addition, disruptions in the capital and credit markets could adversely affect our ability to draw on our Revolving Credit Facility (as defined herein) or raise other capital. Our access to funds under the Revolving Credit Facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period.

The cyclical nature of the infrastructure & soil remediation industry may have a significant impact on the level of competition for available projects.

        Fluctuating demand cycles are common in the infrastructure industry and can have a significant impact on the level of competition for available projects. As such, fluctuations in the demand for infrastructure services or the ability of the private and/or public sector to fund projects in then-current economic climate could adversely affect the number of projects available in our markets, pricing and our margins and thus our results, which could cause the price of our subordinate voting shares to decline.

        Given the project-based nature of the infrastructure industry, our financial results, similar to others in the industry, may be impacted in any given period by a wide variety of factors beyond our control (as outlined herein) and, as a result, there may be from time to time, significant and unpredictable variations in our quarterly and annual financial results, which could cause the price of our subordinate voting shares to decline.

        The changes in demand for soil remediation are typically reactive and correspond directly with demand cycles in the infrastructure industry as infrastructure projects generate a significant majority of the demand for soil remediation services.

Increases in labour costs and disposal and related transportation costs could impact our financial results.

        Labour is one of our highest costs and increases in labour costs could materially affect our cost structure. If we fail to attract and retain qualified employees, control our labour costs or recover any increased labour costs through increased prices charged to our customers, or otherwise offset such increases with cost savings in other areas, our operating margins could suffer. In addition, we compete with other businesses in our markets for qualified employees. From time to time, the labour supply is limited in some of our markets. A shortage of qualified employees would require us to enhance our wage and benefits packages to compete more effectively for employees, to hire more expensive temporary employees or to contract for services with more expensive third-party sellers.

        While few of our employees are paid minimum wage, further increases in the minimum wage could create upward pressure on our labour costs and could have an adverse impact on our financial condition, results of operations and cash flows.

        Disposal and related transportation costs are also a significant cost category for us. If we incur increased disposal and related transportation costs and if we are unable to pass these costs on to our customers, our operating results would suffer.

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Price increases may not be adequate to offset the impact of increased costs or may cause us to lose customers.

        We seek price increases necessary to offset increased costs, to improve operating margins and to obtain adequate returns on our deployed capital. Contractual, general economic, competitive or market-specific conditions may limit our ability to raise prices. As a result of these factors, we may be unable to offset increases in costs, improve operating margins and obtain adequate investment returns through price increases. We may also lose customers to lower-price competitors.

Because of our prior acquisitions and future acquisitions we may engage in, our historical operating results may be of limited use in evaluating our historical performance and predicting our future results.

        We have acquired over 100 businesses since our inception in 2007. We expect that we will engage in acquisitions of other businesses from time to time in the future as part of our growth strategy. The operating results of the businesses acquired in Fiscal 2019, the Predecessor 2018 Period, the Successor 2018 Period and Fiscal 2017 are included in our audited financial statements from the respective dates of each such acquisition. Historically, all of our acquisitions have been accounted for using the acquisition method of accounting in accordance with IFRS. Use of this method has resulted in a new valuation of the assets and liabilities of the acquired companies, which has generally led to an increase in asset values. We expect an increase in our depreciation and amortization expense and a reduction in our operating and net income commensurate with such increase. As a result of these acquisitions and any future acquisitions, our historical operating results may be of limited use in evaluating our historical performance and predicting our future results.

Our operations in the United States and our financial instruments that are denominated in U.S. dollars could expose us to exchange rate fluctuations that could adversely affect our financial performance and our reported results of operations.

        Our operations in the United States are conducted in U.S. dollars and the 2022 Notes, the 2023 Notes, the 2026 Notes, the 2027 Notes, the Secured Notes (each as defined herein) and the outstanding borrowings under our Term Facility (as defined herein) are denominated in U.S. dollars. Our consolidated financial statements are denominated in Canadian dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues and expenses of our operations in the United States from U.S. dollars into Canadian dollars using exchange rates for the current period. Fluctuations in the exchange rates that are unfavourable to us would have an adverse effect on our financial performance and reported results of operations.

        Further, while we hedge the principal and interest payments on the 2022 Notes, the 2023 Notes, the Initial 2026 Notes, the 2027 Notes, the Secured Notes and a portion of the Term Facility, we do not hedge the Additional 2026 Notes or the entire amount outstanding under our Term Facility. The currency risk associated with the unhedged portion of the Additional 2026 Notes and the Term Facility are managed with the U.S. dollar denominated cash flows generated from our U.S. operations. If we generate insufficient U.S. dollar denominated cash flows from our U.S. operations, we may be exposed to exchange rate risk with respect to the unhedged portion of the Additional 2026 Notes and the Term Facility.

Our results of operations could be affected by changing prices or market requirements for recyclable materials.

        Our results of operations have been and may continue to be affected by changing purchase or resale prices or market requirements for recyclable materials. Our recycling business involves the purchase and sale of recyclable materials, some of which are priced on a commodity basis. The market for recyclable materials, particularly newspaper, corrugated containers, plastic and ferrous and aluminum metals may be adversely affected by price decreases which could negatively impact our operating results. The sale prices of and the demand for recyclable commodities, particularly paper

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products, are frequently volatile and when they decline, our revenues, operating results and cash flows will be affected, which could cause the price of our subordinate voting shares to decline.

Foreign import and export regulations imposed on recyclables could impact our ability to export recyclable materials.

        In 2013, the Chinese government began to strictly enforce regulations that establish limits on moisture and non-conforming materials that may be contained in imported recycled paper and plastics and restrict the import of certain other plastic recyclables. In 2017, the Chinese government announced a ban on certain materials, including mixed waste paper and mixed plastics from being included in recyclable material, as well as extremely restrictive quality requirements, effective in 2018, that have been difficult for the waste management industry to achieve. Many other markets, both domestic and foreign, have tightened their quality expectations in respect of recyclable materials as well. In addition, other countries have limited or restricted the import of certain recyclables. Single stream MRFs process a wide range of commingled materials and tend to receive a higher percentage of non-recyclables, which results in increased processing and residual disposal costs to achieve quality standards.

        Furthermore, in 2017, the Chinese government began to limit the flow of material into the country by restricting the issuance of required import licenses. The use of restrictions on import licenses to restrict flow into China is expected to continue throughout this year. The current U.S. presidential administration has made substantial changes to foreign trade policy and imposed increases in tariffs on international trade. In response, China has imposed new tariffs on the import of recyclable commodities, including wastepaper, plastics and metals. Currently this does not have a significant impact on our operations since commodity sales represented less than 2% of our total revenues for Fiscal 2019, but such restrictions and tariffs may have an impact on our ability to export recyclable materials globally.

The waste management industry is undergoing fundamental change as traditional waste streams are increasingly viewed as renewable resources and changes in laws and environmental policies may limit the items that enter the waste stream, any of which may adversely impact volumes at our transfer stations and landfills.

        The waste management industry has increasingly recognized the value of the waste stream as a renewable resource and new alternatives to landfilling are being developed that seek to maximize the renewable energy and other resource benefits of waste. In addition, environmental initiatives, such as product stewardship and extended producer responsibility, which hold manufacturers or other actors in the product life cycle responsible for the disposal of manufactured goods, may reduce the volume of products that enter the waste stream. Further, there may be changes in the laws that classify currently unregulated residual materials as waste, reclassify items in the waste stream as hazardous or that otherwise prohibit the disposal of certain wastes in our landfills. These alternatives and changes in laws may impact the demand for landfill space, which may affect our ability to operate our landfills at full capacity, as well as the tipping fees and prices that we can charge for utilization of landfill space. As a result, our revenues and operating margins could be adversely affected, which could cause the price of our subordinate voting shares to decline.

        Cities and municipalities in which we own and/or operate landfills may be required to formulate and implement comprehensive plans to reduce or direct the volume of solid waste deposited in landfills through waste planning, composting, recycling or other programs, such as flow control. Some provincial and local governments prohibit the disposal of certain types of wastes, such as yard waste, at landfills. Such actions have reduced and may in the future further reduce the volume of waste going to landfills in certain areas, which may affect our ability to operate our landfills at full capacity and could adversely affect our operating results, which could cause the price of our subordinate voting shares to decline.

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Increasing efforts by provinces, states and municipalities to reduce landfill disposal could lead to our landfills operating at a reduced capacity or force us to charge lower rates.

        Provinces, states and municipalities increasingly have supported the following alternatives to or restrictions on current landfill disposal: (i) reducing waste at the source, including recycling and composting; (ii) prohibiting disposal of certain types of waste at landfills; and (iii) limiting landfill capacity.

        Many provinces and states have enacted, or are currently considering or have considered enacting, laws regarding waste disposal, including: (i) requiring counties, regions, cities and municipalities under their jurisdiction to use waste planning, composting, recycling or other programs to reduce the amount of waste deposited in landfills; and (ii) prohibiting the disposal of food and organic waste, yard waste, tires and other items in landfills. Even where not prohibited by applicable law, some grocery stores and other businesses have chosen or may in the future choose to divert their waste from landfills, while other companies have set zero waste goals and communicated an intention to cease the disposal of any waste at landfills. Although such mandates and initiatives help to protect our environment, these developments may reduce the volume of waste disposed of in landfills in certain areas, which could lead to our landfills operating at less than capacity or force us to charge lower prices for our landfill disposal services.

Changes to patterns regarding disposal of waste could adversely affect our results of operations by reducing the volume of waste available for collection and disposal, thus reducing our earnings.

        Waste reduction programs may reduce the volume of solid waste available for collection and disposal in some areas where we operate. Municipal and provincial authorities increasingly mandate recycling and waste reduction at the source and prohibit the disposal of certain types of waste, such as yard waste, at landfills where we send waste we receive at our transfer stations. Any significant change in regulation or patterns regarding disposal of solid waste would have a material adverse effect on our earnings by reducing the level of demand for our services, resulting in decreased revenue and the earnings we are able to generate. Additionally, regulations establishing extended producer responsibility ("EPR") are being considered or implemented in many places around the world, including in the United States and Canada. EPR regulations are designed to place either partial or total responsibility on producers to fund the post-use life cycle of the products they create. Along with the funding responsibility, producers may be required to take over management of local recycling programs by taking back their products from end users or managing the collection operations and recycling processing infrastructure. There is no federal law establishing EPR in the United States; however, state and local governments could, and in some cases have, taken steps to implement EPR regulations. If wide-ranging EPR regulations were adopted, they could have a fundamental impact on the waste streams we manage and how we operate our business, including contract terms and pricing.

        While we are expanding our service offerings to include organic waste facilities, there can be no assurance that the volume or pricing of such services would offset any loss in revenue from our landfill operations. If we are not successful in expanding our service offerings, growing lines of businesses to service waste streams that do not go to landfills and providing services for customers that wish to reduce waste entirely, then our revenues may decline.

Fuel supply and prices may fluctuate significantly, and we may not be able to pass on cost increases to our customers.

        We rely on diesel fuel to run the majority of our collection vehicles in our solid and liquid waste operations and our equipment used in our transfer stations, landfills, organic waste facilities and infrastructure & soil remediation operations. The price and supply of diesel fuel can fluctuate significantly based on international, political and economic circumstances, as well as other factors

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outside of our control, such as actions by the Organization of the Petroleum Exporting Countries ("OPEC") and other oil and gas producers, regional production patterns, weather conditions, political instability in oil and gas producing regions and environmental concerns. Supply shortages could also substantially increase our operating expenses. Additionally, as fuel prices increase, our direct operating expenses increase and many of our suppliers raise their prices as a means to offset their own rising costs. Our contracts or competitive pressures may limit our ability to pass on, or the timing of our ability to pass on, the increases in fuel costs or the full amount of increases in our fuel costs to our customers. We also use natural gas for the operation of part of our solid waste fleet. Natural gas prices are also subject to fluctuation. We do not currently use derivative instruments to hedge against these fluctuations. To the extent that lower fuel prices result in negative CPI on a year-over-year basis, revenue from municipal contracts that provide for both increases and decreases in amounts payable to us as the contractor may reduce our revenue.

        Our operations also require the use of products (such as liners at our landfills) the costs of which may vary with the price of petrochemicals. An increase in the price of petrochemicals could increase the cost of those products, which would increase our operating and capital costs. We are also susceptible to increases in indirect fuel fees from our vendors.

        Selling prices in our UMO business are sensitive to changes in the market price of oil. Reductions in oil prices may affect our UMO collections and our pricing. As the price of oil per barrel drops, refineries may reduce their production in response, resulting in a reduction in the amount of UMO that we sell to these refineries that are UMO customers. This may reduce our revenue.

We require sufficient cash flow to reinvest in our business.

        Our financial strategy depends on our ability to maintain the current rating on our existing debt, generate sufficient cash flow to reinvest in our existing business, fund internal growth, acquire other environmental service businesses and take other actions to enhance our value. If we cannot maintain our current rating on our existing debt, our interest expense could increase and our ability to obtain financing on favourable terms may be adversely affected.

        We must also use a portion of our cash flows from operating activities for growth and maintenance capital expenditures, including the maintenance of our existing fleet and facilities, which reduces our flexibility to use such cash flows for other purposes, such as reducing our indebtedness. Our capital expenditures could increase if we make acquisitions or bid on new municipal contracts which may require us to provide new vehicles to service the contracts. We may also be required to make unexpected capital expenditures to respond to changes in governmental requirements which govern our operations, such as stricter emissions requirements applicable to our vehicles or our facilities or more stringent odor control requirements. In addition, if we acquire more landfill assets, we will incur higher capital expenditures because of the more capital intensive nature of the landfill business. The amount that we spend on capital expenditures may exceed current expectations, which may require us to obtain additional funding for our operations and incur additional indebtedness or impair our ability to grow our business.

We may be unable to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage.

        If we are unable to obtain performance or surety bonds, letters of credit or insurance, we may not be able to enter into additional contracts or retain or obtain necessary operating permits. Each of our collection contracts, municipal contracts, infrastructure contracts, transfer stations, organic facilities or soil remediation or clean or remediated soil site operations and landfill closure and post-closure obligations may require performance or surety bonds, letters of credit or other financial assurance to secure contractual performance or comply with federal, state, provincial or local environmental laws or

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regulations. We typically satisfy these requirements by posting bonds or letters of credit. As of December 31, 2019, we had approximately $778.6 million of such surety bonds in place and approximately $104.3 million of letters of credit issued. Closure bonds are difficult and costly to obtain and are subject to governmental laws or regulations which may change and become increasingly stringent. If we are unable to obtain performance or surety bonds or additional letters of credit in sufficient amounts or at acceptable rates, we could be precluded from entering into additional contracts or obtaining or retaining operating permits for our various permitted facilities. Any future difficulty in obtaining insurance also could impair our ability to secure future contracts that are conditional upon the contractor having adequate insurance coverage. Accordingly, our failure to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage could limit our operations or violate federal, state, provincial, or local requirements, which could have a materially adverse effect on our business, financial condition and results of operations, which could cause the price of our subordinate voting shares to decline.

Our business is subject to operational, health and safety and environmental risks, including the risk of personal injury to employees and others.

        Provision of environmental services involves risks, such as on- or off-site vehicle or equipment accidents, equipment defects, spills, malfunctions and failures and natural disasters, which could potentially result in releases of hazardous materials, injury or death of employees and others or a need to shut down or reduce operation of our facilities while remedial actions are undertaken. These risks expose us to potential liability, damages, fines or charges for pollution, remediation and other environmental damages, personal injury, loss of life, business interruption and property damage or destruction.

        While we seek to minimize our exposure to such risks through comprehensive training and compliance programs and insurance, as well as vehicle and equipment maintenance programs, if we were to incur substantial liabilities in excess of any applicable insurance, our business, results of operations and financial condition could be adversely affected, which could cause the price of our subordinate voting shares to decline.

We depend on our key personnel.

        Our success depends significantly on the continued individual and collective contributions of our senior, regional and local management teams. The loss of the services of members of these management teams or the inability to hire and retain experienced replacement management personnel could have a material adverse effect on our business, results of operations and financial condition. In addition, to implement and manage our business and operating strategies effectively, we must maintain a high level of efficiency and performance, continue to enhance our operational and management systems, and continue to successfully attract, train, motivate and manage our employees. If we are not successful in these efforts, this may have a material adverse effect on our business, results of operations and financial condition. Any departures of key personnel could also be viewed in a negative light by investors and research analysts, which could cause the price of our subordinate voting shares to decline.

Our business requires us to register as a commercial vehicle operator in the jurisdictions in which we operate and maintain certain standards with respect to the operation of our fleet.

        Each of the jurisdictions in which we operate has regulations that govern the operation and safety requirements of our vehicles. For example, the Ministry of Transportation for some Canadian provinces monitors each carrier's collisions, convictions and fleet inspections and assigns a carrier safety rating based on a pre-determined formula compared with industry performance data. These ratings are important as they determine our ability to operate vehicles in the particular province and may affect our ability to bid on certain municipal and other commercial contracts which require that a bidder have

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a certain rating at the time of the bid submission. Our failure to maintain the required ratings could adversely affect our results of operations, which could cause the price of our subordinate voting shares to decline.

Our business is and may be adversely affected by weather conditions and seasonality.

        Our operating results fluctuate seasonally. Our solid waste and liquid waste operations can be adversely affected by periods of inclement or severe weather, which could increase the volume of waste collected under our existing contracts, delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, delay the construction or expansion of our landfill sites and other facilities or cause us to incur incremental labour, maintenance and equipment costs and penalties under municipal contracts, some or all of which we may not be able to recover from our customers. In our infrastructure & soil remediation business line, our operating revenue is lowest in the first quarter primarily due to lower construction project activity in the winter months as a result of winter weather conditions. High precipitation levels, particularly in the spring, can also adversely impact revenue, particularly in the first and second quarters when project start dates are more likely to be delayed or result in the extension of road load restrictions, negatively impacting the volume of soil at our soil remediation facilities. Weather conditions can also cause delays in the timing of purchases of UMO by asphalt plants engaged in road construction.

        In addition, natural disasters, such as winter storms, periods of particularly inclement weather or climate extremes resulting from climate change, may also generally force us to temporarily suspend some of our operations and as a result, may significantly affect our operating results, which could cause the price of our subordinate voting shares to decline.

        Because of these factors, we expect operating income to generally be lower in the winter months. The impact of adverse weather conditions on our operations may also contribute to variability in our interim and annual period to period results of operations.

The loss of existing customers or the inability to obtain new contracts could adversely affect our business.

        Our business depends to a large degree on our customer contracts and relationships. If we are unable to maintain our existing customer contracts or obtain additional customer contracts or service agreements to replace lost customer revenue, our business, results of operations, cash flows and financial condition will be adversely affected, which could cause the price of our subordinate voting shares to decline.

An economic downturn may have an adverse impact on our operating results and may expose us to credit risk from our customers.

        Our business is subject to a number of general economic factors, many of which are out of our control, which may have a material adverse effect on our business, financial condition and results of operations. These include recessionary economic cycles and downturns in the business cycles of the industries in which our customers conduct business, as well as downturns in the principal regional economies where our operations are located. A weak economy generally results in a decline in solid and certain liquid waste volumes generated as well as in infrastructure and construction and demolition projects which may reduce the volume of contaminated soil at our soil remediation operations and the volume of liquid waste at our sludge pads which would negatively affect our operating results. Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby reduce demand for the services we provide. Additionally, the decline in liquid or solid waste volumes may result in increased competitive pricing pressure and increased customer turnover, resulting in lower revenue and increased operating costs.

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        The challenging economic environment may cause some of our customers to suffer financial difficulties and ultimately to be unable or unwilling to pay amounts owed to us. This could have a negative impact on our financial condition, results of operations and cash flows, which could cause the price of our subordinate voting shares to decline.

We are increasingly dependent on technology in our operations and, if our technology fails, our business could be adversely affected.

        We may experience problems with the operation of our current information technology systems or the technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. The inability to implement new systems or delays in implementing new systems can also affect our ability to realize projected or expected cost savings. Additionally, any systems failures could impede our ability to timely collect and report financial results and other operating information in accordance with our banking and other contractual commitments and our environmental and other permits.

A cybersecurity incident could negatively impact our business and our relationships with customers.

        We use computers in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees and our customers. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including customers' personal information, private information about employees and financial and strategic information about us and our customers. We also rely on a payment card industry compliant third party to protect our customers' credit card information. While we pursue our strategy to grow through acquisitions and to pursue new initiatives that improve our operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with acquisitions, new initiatives and our information technology systems generally, we may become increasingly vulnerable to such risks. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventive measures and incident response efforts may not be entirely effective. The theft, destruction, loss, misappropriation, release of sensitive and/or confidential information or intellectual property or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage.

Damage to our reputation or our brand could adversely affect our business.

        Developing and maintaining our reputation and our brand are important factors in our relationship with customers, suppliers and others. Our ability to address adverse publicity or other issues, including concerns about service quality, environmental compliance, efficacy or similar matters, real or perceived, could negatively impact sentiments towards us and our services, and our business and financial results could suffer. In addition, any lawsuits, regulatory inquiries or other legal proceedings brought against us, could create negative publicity, which could damage our reputation and competitive position and adversely affect our business and financial condition, which could cause the price of our subordinate voting shares to decline.

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The introduction of new tax or accounting rules, laws or regulations could adversely impact our reported results of operations.

        Complying with new tax or accounting rules, laws or regulations could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods. The legislation recently enacted in the United States commonly known as the Tax Cuts and Jobs Act made extensive changes to the U.S. federal income tax system. This law and related future legislation, regulations and rulings could adversely affect our U.S. federal income tax treatment. The interpretation and application of many provisions of this law are subject to significant ambiguity. You are highly encouraged to consult your advisors regarding such changes.

Increases in insurance costs could reduce our operating margins and reported earnings.

        Our operations are subject to risks normally inherent in an environmental services industry, including potential liability which could result from, among other circumstances, personal injury, environmental claims or property damage. We maintain insurance policies for automobile, general, employers, environmental, products liability, cyber incident, worker's compensation for our employees in our U.S. operations, directors' and officers' fiduciary liability and property insurance. Worker's compensation insurance for our Canadian operations is covered under various provincial government programs. The availability of, and ability to collect on, insurance coverage is subject to factors beyond our control. In addition, we may become subject to liability hazards in circumstances where we cannot or may elect not to insure (because of high premium costs or other reasons), or for occurrences which exceed maximum coverage under our policies. We also provide group employee health and welfare benefits insurance coverage to our non-unionized employees and unionized employees pursuant to collective bargaining agreements. We have no control over changing conditions and pricing in the insurance marketplace and the cost or availability of various types of insurance may change dramatically in the future. Also, our costs of providing group health coverage may increase based on our claims experience. To the extent these costs cannot be passed on to our customers through rate increases, increases in insurance costs could reduce future profitability. Furthermore, the inability to obtain insurance in the future for certain types of losses may require us to limit the services we provide or the areas in which we operate, thereby reducing our revenue. Lastly, the occurrence of a significant uninsured loss could have a material adverse effect on us. Also, due to the variable condition of the insurance market, we may experience future increases in self-insurance levels as a result of increased retention levels and increased premiums. If we elect to assume more risk for self-insurance through higher retention levels, we may experience more variability in our self-insurance reserves and expense.

Governmental authorities have enacted (and are expected to further enact) climate change requirements that could increase our costs to operate.

        Environmental advocacy groups and regulatory agencies in Canada and in the U.S. have been focusing considerable attention on the emissions of greenhouse gases and the link they are understood to have to climate change. As a consequence, governments have enacted (and are expected to further enact) laws and regulations to regulate greenhouse gas emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures. Comprehensive greenhouse gas legislation, including carbon pricing and the imposition of fees, taxes or other costs, could adversely affect our collection, disposal and processing operations as well as the operations of our customers. Changing environmental regulations could require us to take any number of actions, including the purchase of emission allowances or the installation of additional pollution control technology such as methane gas collection systems at landfills, and could make our operations less profitable, which could adversely affect our results of operations, which could cause the price of our subordinate voting shares to decline.

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We could be subject to significant fines and penalties, and our reputation could be adversely affected, if our businesses, or third parties with whom we have a relationship, fail to comply with U.S., Canadian or foreign anti-bribery or anti-corruption laws or regulations.

        It is our policy to comply with all applicable anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act, Canada's Corruption of Foreign Public Officials Act and other applicable local laws of the countries in which we operate, and we monitor our local partners' compliance with such laws as well. Charles Rizzo, a former officer of a business that the Company acquired, was a subject of an enforcement action under the applicable anti-bribery laws of the acquired business's jurisdiction. As a result of such enforcement action, Mr. Rizzo was convicted of bribery and sentenced to more than five years in a federal prison. We were not subject to any fines or penalties as result of this enforcement action, nor have we received any fines or penalties regarding any other anti-bribery activities in the past five years. Our reputation may be adversely affected if we were reported to be associated with corrupt practices or if we, our former employees or our local partners fail to comply with such laws. Such damage to our reputation could adversely affect our ability to grow our business. Additionally, violations of such laws could subject us to significant fines and penalties.

We will incur increased expenses as a result of being a public company and our current resources may not be sufficient to fulfill our public company obligations.

        We expect to incur significant legal, accounting, insurance and other expenses as a result of being a public company, which may negatively impact our performance and could cause our results of operations and financial condition to suffer. Compliance with applicable securities laws in the United States and Canada and the rules of the NYSE and TSX substantially increases our expenses, including our legal and accounting costs, and makes some activities more time-consuming and costly. Reporting obligations as a public company and our anticipated growth may strain our financial and management systems, processes and controls, as well as on our personnel.

        We also expect these laws, rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

        We are responsible for establishing and maintaining adequate internal control over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Because of our inherent limitations and the fact that we are a new public company and are implementing new financial control and management systems, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A failure to prevent or detect errors or misstatements may result in a decline in the market price of our subordinate voting shares and harm our ability to raise capital in the future.

        If our management is unable to certify the effectiveness of our internal controls or if material weaknesses in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our business and cause a decline in the price of our subordinate voting shares. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in the market price of our subordinate voting shares and

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harm our ability to raise capital. Failure to accurately report our financial performance on a timely basis could also jeopardize our listing on the NYSE and/or TSX or any other stock exchange on which our subordinate voting shares or Units may be listed. Delisting of our subordinate voting shares or Units on any exchange would reduce the liquidity of the market for our subordinate voting shares or Units, as applicable, which would reduce the price of and increase the volatility of the market price of our subordinate voting shares or Units, as applicable.

Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a material adverse effect on our business and stock price.

        As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act ("Section 404"), in the United States, or National Instrument 52-109—Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), in Canada.

        As a public company, we will become subject to reporting and other obligations under applicable U.S. and Canadian securities laws and rules of the NYSE and the TSX. We will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations.

        In addition, we will be required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert our management's attention from other matters that are important to our business. In addition, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering.

        In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by U.S. and/or Canadian securities laws, including pursuant to Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses which could result in a material misstatement of our annual consolidated financial statements, our interim reports, or disclosures that may not be prevented or detected.

        We do not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource

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constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgements in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with U.S. and/or Canada securities laws, including, the Sarbanes-Oxley Act for compliance with the requirements of Section 404, or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified opinion, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our subordinate voting shares. Failure to accurately report our financial performance on a timely basis could also jeopardize our listing on the NYSE and/or TSX or any other stock exchange on which our subordinate voting shares may be listed. Delisting of our subordinate voting shares on any exchange would reduce the liquidity of the market for our subordinate voting shares, which would reduce the price of and increase the volatility of the market price of our subordinate voting shares.

Efforts by labour unions could divert management attention and adversely affect operating results.

        From time to time, labour unions attempt to organize our employees. As of December 31, 2019, approximately 13% of our employees were represented by unions, and we have or will have collective bargaining agreements with each of these groups. Negotiating collective bargaining agreements could divert management's attention, which could adversely affect operating results. Additional groups of employees may seek union representation in the future. As a result of these activities, we may be subject to unfair labour practice charges, complaints and other legal, administrative and arbitral proceedings initiated against us by unions or employees, which could divert management's attention from our operations, resulting in an adverse impact on our operating results. If we are unable to negotiate acceptable collective bargaining agreements, we may be subject to labour disruptions, such as union-initiated work stoppages or strikes. Depending on the type and duration of any labour disruptions, our operating expenses could increase significantly, which could adversely affect our financial condition, results of operations and cash flows. While the majority of our collective agreements contain "no strike" clauses, extended labour disruptions could impact our ability to fulfill our contractual obligations to municipalities and other customers and result in termination of our contracts.

Our accruals for our landfill site closure and post-closure costs and contamination-related costs may be inadequate.

        We are required to pay capping, closure and post-closure maintenance costs for all of our owned landfill sites, and in some instances landfill sites that we manage. Our estimates or assumptions concerning future cell development, landfill closure or post-closure costs may turn out to be significantly different from actual results. Our obligations to pay closure or post-closure costs or other contamination-related costs may exceed the amount we have accrued and reserved from funds or reserves established to pay such costs. In addition, subsequent to the completion or closure of a landfill site, we may be liable for unforeseen environmental issues, which could result in our payment of substantial remediation costs. To the extent that such events occur at a landfill, cash expenditures for closure and post-closure could be accelerated, results of operations and cash flow estimates may be adversely affected and the carrying amount of the landfill may be subject to impairment testing, which

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could adversely affect our financial condition or operating results and could cause the price of our subordinate voting shares to decline.

Competitive dynamics for excess landfill capacity have changed in the past and may change in the future.

        Excess capacity in U.S. landfills in Michigan and upstate New York has resulted in very competitive pricing for the large volume of solid waste that we control through our network of transfer stations in Ontario and through our collection operations in Michigan. A change in this competitive dynamic would have a significant adverse impact on the costs of operating our solid waste business and our operating revenue.

Our business may be interrupted by litigation or regulatory or activist action.

        We may, in the normal course of business, be subject to judicial, administrative or other third-party proceedings that could interrupt or limit our operations, result in adverse judgements, settlements or fines and create negative publicity. Many of these matters raise difficult and complicated factual and legal issues and are subject to uncertainties and complexities. In addition, individuals or environmental activists could lobby governments to limit the scope of our operations, especially in connection with obtaining new or expanded permits and regulating disposal sites for remediated soils and organic waste processing facilities. The timing of the final resolutions to lawsuits, regulatory inquiries and governmental and other legal proceedings is uncertain. Additionally, the possible outcomes or resolutions to these matters could include adverse judgements, orders or settlements or require us to implement corrective measures or facility modifications, any of which could require substantial payments. Any adverse outcome in such proceedings could adversely affect our operations and financial results, which could cause the price of our subordinate voting shares to decline.

The geographic location of our Southeastern United States operations could leave us vulnerable to acts of nature in those areas.

        Our facilities located in the Southeastern United States are especially susceptible to natural disasters such as hurricanes and tropical storms. A significant natural disaster could severely damage or destroy these facilities, disrupting employees and customers, which could, in turn, significantly adversely affect our business, results of operations and financial condition.

Risks Related to this Offering and Ownership of Our Subordinate Voting Shares and Multiple Voting Shares

The Investors will continue to have significant influence over us upon completion of the offering.

        Our multiple voting shares have 10 votes per share and our subordinate voting shares, which are the shares we and the selling shareholder are selling in this offering, have one vote per share. Collectively, Patrick Dovigi, Josaud Holdings Inc., Josaud II Holdings Inc., Sejosa Holdings Inc. and Sejosa II Holdings Inc. (the "Dovigi Group") will hold all of our issued and outstanding multiple voting shares, approximately 3.7% of our total issued and outstanding shares and approximately 27.8% of the voting power attached to all of the shares (approximately 3.6% and 27.1%, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full). Each of Sejosa Holdings Inc., Sejosa II Holdings Inc., Josaud Holdings Inc. and Josaud II Holdings Inc. is owned directly or indirectly by Patrick Dovigi, his family members and discretionary trusts settled by family members of Patrick Dovigi.

        Upon completion of this offering, the Investors will hold approximately 68.5% of our total issued and outstanding shares and approximately 76.4% of the voting power attached to all of the shares (approximately 66.3% and 74.5%, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full).

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        The Investors will have significant influence over us and decisions that require shareholder approval, including election of directors and significant corporate transactions. As long as the Investors, or affiliates thereof, own or control at least a majority of the voting power attached to all of the shares, they will have the ability to exercise substantial control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of directors and the size of our board of directors, any amendment of our articles ("Articles") or by-laws, or the approval of any significant corporate transaction, including a sale of substantially all of our assets. Even if their ownership falls below 50% of the voting power attached to all of the shares, the Investors, or affiliates thereof, will continue to be able to strongly influence or effectively control our decisions. The Investor Rights Agreements that the Investors will enter into at the closing of this offering will provide the Investors with certain director nomination rights and pre-emptive rights to subscribe for additional subordinate voting shares (or multiple voting shares, as applicable).

        Each of our directors and officers owes a fiduciary duty to us and must act honestly and in good faith with a view to our best interests. However, any director and/or officer that is a shareholder, even a controlling shareholder, is entitled to vote its shares in its own interests, which may not always be in the interests of our shareholders generally. The concentration of voting power may have the effect of delaying, deferring or preventing a change in control of our Company, impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could have a material adverse effect on the market price of our subordinate voting shares. The issuance of stock options and other convertible securities could lead to greater concentration of subordinate voting share ownership among insiders and could lead to dilution of subordinate voting share ownership which could lead to depressed subordinate voting share prices. Furthermore, the conversion of multiple voting shares to subordinate voting shares could lead to dilution of subordinate voting share ownership. We may also take actions that our other shareholders do not view as beneficial, which may adversely affect our results of operations and financial condition and cause the value of your investment to decline.

We cannot predict the impact our dual class share structure may have on our stock price.

        We cannot predict whether our dual class share structure will result in a lower or more volatile market price of our subordinate voting shares or in adverse publicity or other adverse consequences. For example, certain stock market index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities "with unequal voting structures" in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our dual class structure, we will likely be excluded from certain of these indices and other stock indices may take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make our subordinate voting shares less attractive to

53

other investors. As a result, the market price and liquidity of our subordinate voting shares could be adversely affected.

An active, liquid and orderly trading market for our subordinate voting shares may not develop, and you may not be able to resell your shares at or above the initial public offering price.

        The TSX has conditionally approved our listing application. There is currently no market through which our subordinate voting shares may be sold and, if a market for our subordinate voting shares does not develop or is not sustained, you may not be able to resell your subordinate voting shares purchased in this offering. This may affect the pricing of the subordinate voting shares in the secondary market, the transparency and availability of trading prices, the liquidity of the subordinate voting shares and the extent of issuer regulation. The initial public offering price of our subordinate voting shares was determined through negotiations between us and the underwriters. The initial public offering price may not be indicative of the market price of our subordinate voting shares after this offering. In the absence of an active trading market for our subordinate voting shares, investors may not be able to sell their subordinate voting shares at or above the initial public offering price. We cannot predict the price at which our subordinate voting shares will trade.

        In addition, the terms of the Margin Loans (as defined herein) will restrict the Margin Loan Borrowers (as defined herein) from selling the subordinate voting shares and multiple voting shares anticipated to be pledged as security thereunder unless certain requirements are met at the time of the sale. As a result, a significant portion of the outstanding subordinate voting shares and all of the multiple voting shares will be subject to restrictions on sale during the term of the Margin Loans, which may also affect the pricing of the subordinate voting shares in the secondary market and the liquidity of the subordinate voting shares.

You will incur immediate and substantial dilution in the net tangible book value of the subordinate voting shares you purchase in this offering.

        The initial public offering price per subordinate voting share will be substantially higher than our pro forma net tangible book value (deficit) per subordinate voting share immediately after this offering. As a result, you will pay a price per subordinate voting share that substantially exceeds the per subordinate voting share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your subordinate voting shares than the amounts paid by our existing owners. Assuming an offering price of US$20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in an amount of US$26.88 per subordinate voting share. See "Dilution".

The Units may adversely affect the market price of our subordinate voting shares.

        The market price of our subordinate voting shares is likely to be influenced by the Units. For example, the market price of our subordinate voting shares could become more volatile and could be depressed by:

•

investors' anticipation of the potential resale in the market of a substantial number of additional subordinate voting shares received upon settlement of the purchase contracts that are a component of the Units;

•

possible sales of our subordinate voting shares by investors who view the Units as a more attractive means of equity participation in us than owning subordinate voting shares; and

•

hedging or arbitrage trading activity that may develop involving the Units and our subordinate voting shares.

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As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit the information publicly available to our shareholders. We are also permitted to rely on exemptions from certain governance standards applicable to U.S. issuers.

        As a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and therefore there may be less publicly available information about us than if we were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the United States and disclosure with respect to our annual meetings will be governed by Canadian requirements. In addition, our officers, directors and Investors are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and Investors purchase or sell our subordinate voting shares.

        We may also take advantage of certain provisions in the NYSE Listing Rules that allow us to follow Canadian law for certain governance matters. Applicable Canadian laws encourage, but do not require, that a majority of our board of directors consists of independent directors. Our board of directors therefore may include fewer independent directors than would be required if we were subject to NYSE listing standards. In addition, we are not subject to NYSE listing standards that require that independent directors regularly have scheduled meetings at which only independent directors are present. Canadian securities laws encourage, but do not require, that we adopt a compensation committee and a nominating committee that is comprised entirely of independent directors. As a result, our practice varies from the requirements of NYSE listing standards, which set forth certain requirements as to the responsibilities, composition and independence of compensation and nominating committees. Canadian securities laws do not require that we disclose information regarding third-party compensation of our directors or director nominees. As a result, our practice varies from the third-party compensation disclosure requirements of NYSE standards.

        Furthermore, quorum requirements applicable to general meetings of shareholders as set out in the OBCA differ from the requirement of NYSE listing standards, which requires that an issuer provide in its by-laws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

We may lose foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

        Following completion of this offering, we will be a "foreign private issuer", as such term is defined in Rule 405 of Regulation C under the Exchange Act. We may in the future lose our foreign private issuer status if a majority of our shares are held in the U.S. and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status, such as if: (1) a majority of our directors or executive officers are U.S. citizens or residents; (2) a majority of our assets are located in the U.S.; or (3) our business is administered principally in the U.S.

        If we lose our foreign private issuer status and decide, or are required, to register as a U.S. domestic issuer, the regulatory and compliance costs to us will be significantly more than the costs incurred as a foreign private issuer. In such event, we would not be eligible to use foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer.

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The market price of our subordinate voting shares may be volatile, which could result in substantial losses for investors purchasing subordinate voting shares in this offering.

        The market price of our subordinate voting shares could be subject to significant fluctuations after this offering, and it may decline below the offering price. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our subordinate voting shares to wide price fluctuations regardless of our operating performance. Some of the factors that may cause the market price of our subordinate voting shares to fluctuate include:

•

significant volatility in the market price and trading volume of comparable companies;

•

actual or anticipated changes or fluctuations in our operating results or in the expectations of market analysts;

•

adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

•

short sales, hedging and other derivative transactions in our subordinate voting shares;

•

announcements of new contracts, significant acquisitions or significant agreements by us or by our competitors;

•

litigation or regulatory action against us;

•

investors' general perception of us and the public's reaction to our press releases, our other public announcements and our filings with applicable securities regulators;

•

publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•

changes in general political, economic, industry and market conditions and trends;

•

sales of our subordinate voting shares by our directors, executive officers, Investors and existing shareholders and their affiliates;

•

sales, or anticipated sales, of large blocks of our subordinate voting shares;

•

recruitment or departure of key personnel; and

•

other risk factors described in this section of the prospectus.

        In addition, stock markets have historically experienced substantial price and volume fluctuations. Broad market and industry factors may harm the market price of our subordinate voting shares. Hence, the market price of our subordinate voting shares could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the market price of our subordinate voting shares regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs, our management's attention and resources could be diverted and it could harm our business, operating results and financial condition.

The subordinate voting shares are equity interests and are subordinate to our existing and future indebtedness and preferred shares.

        Our subordinate voting shares are equity interests and do not constitute indebtedness. As such, the subordinate voting shares will rank junior to all of our indebtedness and to other non-equity claims against us and our assets available to satisfy claims against us, including in a liquidation. Additionally,

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holders of our subordinate voting shares are subject to the prior dividend and liquidation rights of holders of our preferred shares, to the extent we issue preferred shares in the future and the preferred shares remain outstanding at that time. Our board of directors is authorized to issue classes or series of preferred shares without any action on the part of the holders of our subordinate voting shares and we are permitted to incur additional debt. Upon liquidation, lenders and holders of our debt securities and preferred shares would receive distributions of our available assets prior to holders of our subordinate voting shares.

Our level of indebtedness may increase and reduce our financial flexibility.

        As of December 31, 2019, we had approximately $7,684.0 million of debt outstanding. We are currently indebted under our Credit Agreements and our Notes (as defined herein) and we may incur additional indebtedness under the Credit Agreements or otherwise in the future. We are exposed to changes in interest rates on our cash and cash in escrow, bank indebtedness and long-term debt. Debt issued at variable rates exposes us to cash flow interest rate risk. Debt issued at fixed rates exposes us to fair value interest rate risk. Our borrowings, current and future, will require interest payments and need to be repaid or refinanced, could require us to divert funds identified for other purposes to debt service and could create additional cash demands or impair our liquidity position and add financial risk for us. Diverting funds identified for other purposes for debt service may adversely affect our business and growth prospects. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets, reduce or delay expenditures or issue equity to obtain necessary funds. We do not know whether we would be able to take any of these actions on a timely basis, on terms satisfactory to us or at all.

        Our level of indebtedness could affect our operations in several ways, including the following:

•

a significant portion of our cash flows could be used to service our indebtedness;

•

the covenants contained in the agreements governing our outstanding indebtedness may limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

•

our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

•

a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

•

a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; and

•

a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions or other purposes.

        In addition to our debt service obligations, our operations require material expenditures on a continuing basis. Our ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our operating assets and properties, as well as our capacity to fund the growth of our business, depends on our financial and operating performance. General economic conditions and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. See "Description of Material Indebtedness".

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We may be unable to maintain our credit rating.

        We may be unable to maintain our credit rating or execute our financial strategy. Our ability to execute our financial strategy depends in part on our ability to maintain the current ratings on our debt. Moody's and S&P have both assigned us non-investment grade credit ratings. The credit rating process is contingent upon a number of factors, many of which are beyond our control. Our rating may not remain in effect for any given period of time and our rating may be revised or withdrawn entirely by the rating agency in the future if, in its judgement, circumstances so warrant. If we cannot maintain our current rating, our interest expense could increase and our ability to obtain financing on favourable terms may be adversely affected.

A significant portion of our total outstanding indebtedness will become due over the next four years.

        Our current cash and liquidity position may not be sufficient to repay a portion of our existing indebtedness, including the 2022 Notes and the 2023 Notes (as defined herein) as they mature in 2022 and 2023, respectively. Our ability to continue as a going concern is dependent on us being able to obtain the necessary financing to satisfy our liabilities as they become due. There can be no assurances that we will be successful in securing adequate financing or secure adequate financing on reasonable terms. See "Description of Material Indebtedness".

A significant portion of our total outstanding subordinate voting shares may be sold into the public market in the near future, which could cause the market price of our subordinate voting shares to drop significantly.

        Sales of a substantial number of our subordinate voting shares in the public market could occur at any time after the expiration of the 180-day contractual lock-up period described in the "Underwriting (Conflicts of Interest)" section of this prospectus (or earlier if such lock-up period is waived by the underwriters) and holders of the Units could settle the component purchase contracts at any time. These sales or settlements, or the market perception that the holders of a large number of subordinate voting shares intend to sell subordinate voting shares or settle the purchase contracts, could significantly reduce the market price of our subordinate voting shares and the market price could decline below the initial public offering price. We cannot predict the effect, if any, that future public sales of these subordinate voting shares or settlements of the purchase contracts, or the availability of these subordinate voting shares for sale or settlement will have on the market price of our subordinate voting shares or Units. If the market price of our subordinate voting shares was to drop as a result, this might impede our ability to raise additional capital and might cause remaining shareholders to lose all or part of their investments.

        Upon completion of this offering, we will have a total of 308,889,748 subordinate voting shares outstanding, or 319,865,357 subordinate voting shares if the underwriters in this offering exercise their option to purchase additional subordinate voting shares from us in full. We will also have 14,000,000 Units outstanding, or 16,100,000 Units if the underwriters in the Unit Offering exercise their option to purchase additional Units in full, which will settle into up to 34,146,341 subordinate voting shares, or 39,268,293 subordinate voting shares if the underwriters exercise their option to purchase additional Units in full, issuable upon settlement of the purchase contracts, in each case based on the assumed initial public offering price of US$20.50 per subordinate voting share in this offering, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming the purchase contracts are settled on the mandatory settlement date at the maximum settlement rate, subject to adjustment for certain events. All of the Units sold in the Unit Offering, the subordinate voting shares issuable upon settlement of the purchase contracts and the subordinate voting shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, by persons other than our "affiliates", as that term is defined under Rule 144 of the Securities Act. See "Shares Eligible for Future Sale".

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        In addition, we expect affiliates of each of BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. to commit to provide, immediately prior to the completion of the offering, separate margin loans (the "Margin Loans") in an aggregate principal amount totalling the sum of approximately $617.6 million and the CAD equivalent of approximately US$352.9 million as of the funding date to entities that are affiliates of, or formed for the benefit of, certain of our shareholders including, without limitation, entities that are affiliates of, or formed for the benefit of, BC Partners, Ontario Teachers, the Dovigi Group and GIC (collectively, the "Margin Loan Borrowers"). The proceeds of each Margin Loan will be used to subscribe for additional shares of Holdings or to make a loan to Holdings, in each case as described under "Description of Share Capital—Pre-Closing Capital Changes," such that Holdings will use the proceeds to redeem the PIK Notes in full. Each Margin Loan will be secured under a security and pledge agreement by a pledge of all of the subordinate voting shares or multiple voting shares held by the relevant Margin Loan Borrower, including those acquired with the proceeds from the Margin Loan (other than those sold by the selling shareholder in this offering), representing, in aggregate, 224,151,917 subordinate voting shares and 11,892,576 multiple voting shares (72.6% of the number of subordinate voting shares expected to be outstanding upon completion of the offering and all of the issued and outstanding multiple voting shares). Each Margin Loan will have a scheduled maturity of                        , 2023.

        Upon expiration of the 180-day contractual lock-up period described in the "Underwriting (Conflicts of Interest)" section of this prospectus, one or more of the Margin Loan Borrowers may consider it advisable, from time to time, subject to certain requirements under the terms of the Margin Loans, to sell subordinate voting shares in order to finance the repayment of their respective Margin Loans, which number of shares may individually or in the aggregate be significant. In addition, if the price of our subordinate voting shares declines to a level that results in a margin call, absent a repayment of the applicable Margin Loans, the Margin Loan Borrowers would be required to provide additional collateral. In the case of nonpayment at maturity or another event of default (including but not limited to the Margin Loan Borrowers' inability to satisfy a margin call as described above), the lenders may, in addition to other remedies, exercise their rights under the Margin Loans to foreclose on and sell or cause the sale of the subordinate voting shares and multiple voting shares anticipated to be pledged by a Margin Loan Borrower under a Margin Loan. If subordinate voting shares (including subordinate voting shares issuable upon the conversion of the multiple voting shares) are sold by the Margin Loan Borrowers or by or on behalf of the lenders, such sales could cause our share price to decline. See "Underwriting (Conflicts of Interest)—Other Relationships Between Us and Certain Underwriters" for more information.

In making your investment decision in determining whether to purchase our subordinate voting shares, you should be aware that we are only responsible for the information contained in this prospectus and in any free writing prospectus that we prepare or authorize and to which we specifically direct you.

        Information about GFL, and statements made by Patrick Dovigi, our Founder and Chief Executive Officer, Luke Pelosi, our Chief Financial Officer, and Ted Manziaris prior to the filing of our registration statement on Form F-1 dated July 19, 2019, were published in an August 30, 2019 article in The Globe and Mail, Report on Business Magazine. The full text of the article has been included in a media free writing prospectus that we filed on September 6, 2019 with the SEC. The article presented certain statements about GFL, our business strategy, our industry and our competitors in isolation and did not disclose many of the related clarifications, risks and uncertainties described in this prospectus.

        In making your investment decision in determining whether to purchase our subordinate voting shares, you should be aware that we are only responsible for the information contained in this prospectus and in any free writing prospectus that we prepare or authorize and to which we specifically direct you. Articles and other press coverage about our company present information in isolation and do not contain all of the information included in this prospectus, including the risks and uncertainties

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described in this prospectus. You should carefully evaluate all of the information included in this prospectus, including the risks described in this section and throughout the prospectus.

Because we are a corporation incorporated in Ontario and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

        We are a corporation incorporated under the laws of Ontario with our principal place of business in Vaughan, Canada. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgements of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (1) would enforce judgements of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

        Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents judgements obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

The Investors, whose interests may differ from yours, have significant control over our business.

        The Investors are our substantial shareholders and certain Investors have representation on our board of directors. This could lead to conflicts of interest, real or perceived, at the board or management level where the interests of the Investors may differ from yours. Further, the Investors are in a position to effectively influence our management, and their interests may differ from those of the holders of our subordinate voting shares. If the Investors exercise such rights, a change of control may occur and we will be required to comply with the change of control offer obligations under the Notes Indentures (as defined herein) and other agreements. See "Principal and Selling Shareholders" and "Description of Material Indebtedness".

Future offerings of debt securities, which would rank senior to our subordinate voting shares upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our subordinate voting shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of our subordinate voting shares.

        In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our subordinate voting shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our subordinate voting shares, or both. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of

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our future offerings, and purchasers of our subordinate voting shares in this offering bear the risk of our future offerings reducing the market price of our subordinate voting shares and diluting their ownership interest in the Company.

Any issuance of preferred shares could make it difficult for another company to acquire us or could otherwise adversely affect holders of our subordinate voting shares, which could depress the market price of our subordinate voting shares.

        Upon completion of this offering, our board of directors will have the authority to issue preferred shares and to determine the preferences, limitations and relative rights of preferred shares and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred shares could be issued with liquidation, dividend and other rights superior to the rights of our subordinate voting shares. The potential issuance of preferred shares may delay or prevent a change in control of us, discourage bids for our subordinate voting shares at a premium over the market price and adversely affect the market price and other rights of the holders of our subordinate voting shares.

The issuance of additional subordinate voting shares or multiple voting shares may have a dilutive effect on the interests of our shareholders.

        The issuance of additional multiple voting shares or subordinate voting shares may have a dilutive effect on the interests of our shareholders. The number of subordinate voting shares and multiple voting shares that we are authorized to issue is unlimited. We may, in our sole discretion, subject to applicable law and the rules of the NYSE and the TSX, issue additional multiple voting shares or subordinate voting shares from time to time (including pursuant to any equity-based compensation plans that may be introduced in the future), and the interests of shareholders may be diluted thereby.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

        Our by-laws provide that we will indemnify our directors and officers. In addition, we expect to enter into agreements prior to the closing of this offering to indemnify our directors, executive officers and other employees as determined by our board of directors. Under the terms of the indemnification agreements with our director nominees and each of our directors and officers, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of Ontario, Canada, if the basis of the indemnitee's involvement was by reason of the fact that the indemnitee is or was a director or officer of the Company or any of its subsidiaries. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance within 30 days of such request all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

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We are governed by the corporate laws in Ontario, Canada, which in some cases have a different effect on shareholders than the corporate laws in Delaware, United States.

        The material differences between the OBCA and our Articles as compared to the Delaware General Corporation Law (the "DGCL") which may be of most interest to shareholders include the following: (1) for material corporate transactions (such as mergers and amalgamations, other extraordinary corporate transactions and amendments to our Articles), the OBCA generally requires at least a two-thirds majority vote by shareholders, whereas the DGCL generally only requires a majority vote of shareholders for similar material corporate transactions; (2) under the OBCA, shareholders holding 5% or more of our subordinate voting shares in the aggregate can requisition a special meeting at which any matters that can be voted on at our annual meeting can be considered, whereas the DGCL does not give this right; (3) the OBCA requires at least a 50% +1 majority vote by shareholders to pass a resolution for one or more directors to be removed unless otherwise specified in the company's articles, whereas the DGCL only requires the affirmative vote of a majority of the shareholders; however, many public company charters limit removal of directors to a removal for cause; and (4) under the OBCA and our Articles, our authorized share structure can be amended by a special resolution of the shareholders (and a special separate resolution may be required by shareholders of a share class or series whose rights will be prejudiced), whereas under the DGCL, a majority vote by shareholders is generally required to amend a corporation's certificate of incorporation and a separate class vote may be required to authorize alterations to a corporation's authorized share structure. We cannot predict if investors will find our subordinate voting shares less attractive because of these material differences. If some investors find our subordinate voting shares less attractive as a result, there may be a less active trading market for our subordinate voting shares and our share price may be more volatile. See "Comparison of Shareholder Rights".

Our Articles and by-laws provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in Canada, which could limit your ability to obtain a favourable judicial forum for disputes with us.

        Prior to the closing of this offering, we will be adopting a forum selection provision that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada (the "Court") and appellate courts therefrom (or, failing such Court, any other "court" as defined in the OBCA, having jurisdiction, and the appellate courts therefrom), will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us, or (3) any action or proceeding asserting a claim arising pursuant to any provision of the OBCA or our Articles. Our forum selection provision also provides that our shareholders are deemed to have consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of our provision. Therefore, it may not be possible for shareholders to litigate any action relating to the foregoing matters outside of the Province of Ontario. To the fullest extent permitted by law, our forum selection provision applies to claims arising under U.S. federal securities laws. In addition, investors cannot waive compliance with U.S. federal securities laws and the rules and regulations thereunder.

        Our forum selection provision seeks to reduce litigation costs and increase outcome predictability by requiring derivative actions and other matters relating to our affairs to be litigated in a single forum. While forum selection clauses in corporate charters and by-laws/articles are becoming more commonplace for public companies in the United States and have been upheld by courts in certain states, a recent decision of the Supreme Court of Canada has cast some uncertainty as to whether forum selection clauses would be upheld in Canada. Accordingly, it is possible that the validity of our forum selection provision could be challenged and that a court could rule that such provision is inapplicable or unenforceable. If a court were to find our forum selection provision inapplicable to, or

62

unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions and we may not obtain the benefits of limiting jurisdiction to the courts selected.

Provisions of Canadian law may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

        The Investment Canada Act subjects direct acquisition of control (as defined therein) of us by a "non-Canadian" (as defined therein) to government review. A reviewable acquisition may not proceed unless the relevant Minister is satisfied that the investment is likely to be of net benefit to Canada. This could prevent or delay a change of control and may eliminate or limit strategic opportunities for shareholders to sell their subordinate voting shares.

        Furthermore, acquisitions of our subordinate voting shares may be subject to filing and clearance requirements under the Competition Act (Canada) where certain thresholds are exceeded. This legislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us. Otherwise, there are no limitations either under the laws of Canada or Ontario, or in our Articles on the rights of non-Canadians to hold or vote our subordinate voting shares. Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

        The net proceeds from the sale of our subordinate voting shares by us in this offering may initially or temporarily be used for general corporate purposes prior to the repayment of our indebtedness. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may also be invested with a view towards long-term benefits for our shareholders and this may not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

        The individuals who now constitute our senior management team have relatively limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies compared to senior management of other publicly traded companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under U.S. and Canadian securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.

We expect to pay dividends on our subordinate voting shares and multiple voting shares.

        Payment of dividends is dependent on cash flows of the business and is subject to change. The declaration and payment of future dividends will be at the discretion of our board of directors, are subject to compliance with applicable law and any contractual provisions, including under the Credit Agreements and other agreements governing our current and future indebtedness, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations,

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financial condition, earnings, capital requirements and other factors that our board of directors deems relevant. There can be no assurance that we will be in a position to pay dividends at the same rate (or at all) in the future.

        Because a significant portion of our operations is through our subsidiaries, our ability to pay dividends depends, in part, on our receipt of cash dividends from our operating subsidiaries, which may restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. See "Description of Material Indebtedness" for a description of the restrictions on our ability to pay dividends.

If securities or industry analysts do not publish research or publish unfavourable research about our business, our subordinate voting share price and trading volume could decline.

        The trading market for our subordinate voting shares will be influenced by research and reports that industry or securities analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on us or our business. If no securities or industry analysts commence coverage of us or our business, the market price of our subordinate voting shares would likely be negatively impacted. In the event securities or industry analysts initiated coverage, if one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our subordinate voting share price or trading volume to decline. Moreover, if our results of operations do not meet the expectations of the investor community, or one or more of the analysts who cover us downgrades our subordinate voting shares or publishes unfavourable research about our business, our subordinate voting share price could decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. Forward-looking statements may relate to anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances.

        Discussions containing forward-looking information may be found, among other places, under "Prospectus Summary", "Risk Factors", "Use of Proceeds", "Dividend Policy", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Business", "Principal and Selling Shareholders", "Executive Officers and Directors", "Executive Compensation", and "Description of Share Capital".

        Forward-looking statements contained in this prospectus include, among other things, statements relating to:

•

the initial public offering price, the completion, size, expenses and timing of closing of this offering and the Unit Offering;

•

the execution of agreements entered into in connection with this offering by the Investors;

•

expectations regarding seasonality, industry trends, overall market growth rates and our growth rates and growth strategies;

•

our business plans and strategies;

•

our competitive position in our industry;

•

expectations regarding future director and executive compensation levels and plans; and

•

the market price for the subordinate voting shares and the Units.

        These forward-looking statements and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our ability to build our market share; our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to maintain good relationships with our customers; our ability to execute on our expansion plans; our ability to execute on additional acquisition opportunities; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to implement price increases or offset increasing costs; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy;

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and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information and management's expectations.

        Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the following risk factors described in greater detail under the heading entitled "Risk Factors":

•

changing governmental regulation, and risks associated with failure to comply;

•

our substantial indebtedness outstanding;

•

our ability to successfully complete additional acquisitions;

•

our ability to secure additional financing, including additional debt, for future acquisitions;

•

liabilities in connection with environmental matters;

•

loss of municipal and other contracts;

•

highly competitive environmental services industry;

•

potential inability to renew or obtain new landfill or organic waste facility permits and agreements, and the cost of operation and/or future construction of existing landfills or organic waste facilities;

•

adverse effect of acquisitions on our operations;

•

potential liabilities from past and future acquisitions;

•

dependence on the integration and success of acquired businesses;

•

limited growth through acquisitions due to competition, and economic and market conditions;

•

potential inability to achieve management's estimate of Run-Rate EBITDA of acquired business;

•

our Run-Rate EBITDA is based on certain estimates and assumptions and is not a representation by us that we will achieve such operating results;

•

dependence on third party landfills and transfer stations;

•

our access to equity or debt capital markets is not assured;

•

cyclical nature of the soil remediation & infrastructure industry;

•

increases in labour, disposal, and related transportation costs;

•

costs, fines or changes to or in our business as a result of third parties, regulators or public perception;

•

price increases may not be adequate to offset increased costs, or may cause customer loss;

•

historical operating results may be of limited use in evaluating and predicting results due to acquisitions;

•

exposure to exchange rate fluctuations for U.S operations and U.S. dollar denominated financial instruments;

•

changing prices or market requirements for recyclable materials;

•

foreign import and export regulations imposed on recyclables;

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•

legal and policy changes in waste management industry impacting landfill volumes;

•

increasing efforts by provinces, states and municipalities to reduce landfill disposal;

•

reduction of the volume of waste available for collection and disposal due to changing patterns of waste disposal;

•

fuel supply and fuel price fluctuations;

•

we require sufficient cash flow to reinvest in our business;

•

potential inability to obtain performance or surety bonds, letters of credit, other financial assurances or insurance;

•

operational, health and safety and environmental risks;

•

dependence on our key personnel;

•

requirements in certain jurisdictions to register as a commercial vehicle operator and therefore maintain certain vehicle standards;

•

natural disasters, weather conditions and seasonality;

•

loss of existing customers or inability to obtain new contracts;

•

economic downturn may adversely impact our operating results and cause exposure to credit risks;

•

increasing dependence on technology and risk of technology failure;

•

cybersecurity incidents or issues;

•

damage to our reputation or our brand;

•

introduction of new tax or accounting rules, laws or regulations;

•

increases in insurance costs;

•

climate change regulations that could increase cost to operate;

•

risks associated with failing to comply with U.S., Canadian or foreign anti-bribery or anti-corruption laws or regulations;

•

current resources may not be sufficient to fulfill our public company obligations and increased expenses;

•

failure to comply with requirements to design, implement and maintain effective internal control over financial reporting in accordance with Section 404 and NI 52-109;

•

efforts by labour unions could divert management attention;

•

landfill site closure and post-closure costs and contamination-related costs;

•

changing competitive dynamics for excess landfill capacity;

•

litigation or regulatory or activist action;

•

potential vulnerability to acts of nature in Southern U.S.;

•

significant influence of the Investors after the offering;

•

impact of our dual class share structure on our stock price;

•

an active, liquid and orderly trading market for our subordinate voting shares failing to develop;

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•

immediate and substantial dilution in the net tangible book value of the subordinate voting shares;

•

the Units may adversely affect the market price of our subordinate voting shares;

•

as a foreign private issuer, we will not be subject to certain U.S. securities law disclosure requirements and certain governance standards;

•

loss of foreign private issuer status and the associated costs;

•

volatility of the market price of our subordinate voting shares;

•

subordinate voting shares are equity interests and are subordinate to our existing and future indebtedness and preferred shares;

•

increased indebtedness may reduce our financial flexibility;

•

ability to maintain our credit rating;

•

a significant portion of our total outstanding indebtedness will become due over the next four years;

•

a significant portion of our total outstanding subordinate voting shares may be sold into the public market in the near future, causing the market price of our subordinate voting shares to fall;

•

we are only responsible for the information contained in this prospectus and in any free writing prospectus that we prepare or authorize and to which we specifically direct you;

•

ability to enforce civil liabilities against the Company and its directors and officers;

•

significant control of business by Investors;

•

future offerings of debt securities ranking senior to our subordinate voting shares and future offerings of equity securities that may be senior to our subordinate voting shares may adversely affect the market price of our subordinate voting shares;

•

issuance of preferred shares could make it difficult for another company to acquire us therefore depressing the market price of our subordinate voting shares;

•

issuance of additional subordinate voting shares and multiple voting shares may have a dilutive effect on shareholder interests;

•

reduction of money available due to claims for indemnification by our directors and officers;

•

governing laws in Ontario, Canada could, in some cases, have a different effect on shareholders than the corporate laws in Delaware, United States;

•

derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in Canada, which could limit shareholders' ability to obtain a favourable judicial forum for disputes with the Company;

•

provisions of Canadian law may delay, prevent or make undesirable an acquisition of all or a significant portion of the Company's shares or assets;

•

investing or spending proceeds of this offering in ways with which shareholders may not agree or in ways which may not yield a return;

•

our senior management team has limited experience managing a public company, and regulatory compliance may divert attention from the day-to-day business management;

•

we expect to pay dividends on our subordinate voting shares and multiple voting shares; and

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•

our subordinate voting share price and trading volume could decline if securities or industry analysts do not publish research or publish unfavourable research about our business.

        If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in "Risk Factors" should be considered carefully by readers.

        These factors should not be construed as exhaustive and should be read with other cautionary statements in this prospectus. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this prospectus represents our expectations as of the date of this prospectus (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.

All of the forward-looking information contained in this prospectus is expressly qualified by the foregoing cautionary statements. Investors should read this entire prospectus and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment in our subordinate voting shares.

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EXCHANGE RATE DATA

        The following table sets out the high and low rates of exchange for one U.S. dollar expressed in Canadian dollars during each of the following periods, the average rate of exchange for those periods and the rate of exchange in effect at the end of each of those periods, each based on the rate of exchange published by the Bank of Canada for conversion of U.S. dollars into Canadian dollars.

	Fiscal Year Ended December 31,
	2019		2018		2017
Highest rate during the period	$	1.3600	$	1.3642	$	1.3743
Lowest rate during the period		1.2988		1.2288		1.2128
Average rate for the period		1.3269		1.2957		1.2986
Rate at the end of the period		1.2988		1.3642		1.2545

        On February 21, 2020, the rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 equals $1.3224. No representation is made that Canadian dollars could be converted into U.S. dollars at that rate or any other rate.

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USE OF PROCEEDS

        We estimate that the net proceeds from our sale of subordinate voting shares in this offering at an assumed initial public offering price of US$20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, will be approximately US$1,408.9 million (or $1,878.5 million) (or US$1,626.6 million (or $2,168.7 million) if the underwriters exercise their option to purchase additional subordinate voting shares in full).

        We will not receive any proceeds from the sale of subordinate voting shares by the selling shareholder. The selling shareholder will receive approximately US$31.1 million (or $41.5 million) of net proceeds from this offering, assuming the midpoint of the estimated price range set forth on the cover page of this prospectus.

        We estimate that the net proceeds to us from the Unit Offering, if completed, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately US$677.3 million (or $903.0 million) (or US$778.8 million (or $1,038.4 million) if the underwriters in the Unit Offering exercise their option to purchase additional Units in full).

        We intend to use the net proceeds received by us from this offering and the Unit Offering to (i) redeem the entire US$350.0 million (or approximately $466.7 million) outstanding aggregate principal amount of the 2022 Notes, (ii) redeem the entire US$400.0 million (or approximately $533.3 million) outstanding aggregate principal amount of the 2023 Notes, (iii) redeem US$270.0 million (or approximately $360.0 million) outstanding aggregate principal amount of the 2026 Notes, (iv) redeem US$240.0 million (or approximately $320.0 million) of the aggregate principal amount of the 2027 Notes, (v) pay related fees, premiums and accrued and unpaid interest on the 2022 Notes, the 2023 Notes, the 2026 Notes and the 2027 Notes, (vi) repay $161.2 million of indebtedness outstanding under the Revolving Credit Facility and (vii) repay $842.6 million of indebtedness outstanding under the Term Facility. The Redemptions are subject to the satisfaction of certain conditions including, but not limited to, the completion of this offering and the Unit Offering on terms satisfactory to us in our sole discretion. The net proceeds from the sale of our subordinate voting shares by us in this offering and the net proceeds in the Unit Offering from the sale of the Units may initially or temporarily be used for general corporate purposes prior to the repayment of our indebtedness. If there are any remaining net proceeds from this offering and the Unit Offering, including, in each case, any net proceeds from the exercise of the underwriters' over-allotment options, such amount will be allocated for general corporate purposes, including strengthening our balance sheet by paying down additional indebtedness and/or funding our growth strategies, including future acquisitions. As a result of our significant growth in recent periods and the fact that we regularly review and evaluate potential acquisitions in Canada and the United States, we do not believe we can provide the approximate amounts of the net proceeds that will be allocated to each of these purposes with certainty. As such, we have not specifically allocated the net proceeds among these purposes as at the date of this prospectus. Such decisions will depend on market and competitive factors as they evolve over time. Pending their use, we intend to invest the net proceeds to us from this offering and the Unit Offering in short-term, investment grade, interest bearing instruments or hold them as cash. As at the date of this prospectus, there is no probable acquisition that, if completed, would be a significant acquisition.

        The aggregate net proceeds received by us from the issuance of the 2022 Notes, the 2023 Notes, the 2026 Notes and the 2027 Notes were used to repay amounts outstanding under the Revolving Credit Facility.

        As of December 31, 2019, we had (i) US$350.0 million aggregate principal amount of the 2022 Notes outstanding, maturing on May 1, 2022, (ii) US$400.0 million aggregate principal amount of the 2023 Notes outstanding, maturing on March 1, 2023, (iii) US$675.0 million aggregate principal amount

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of the 2026 Notes outstanding, maturing on June 1, 2026 and (iv) US$600.0 million aggregate principal amount of the 2027 Notes outstanding, maturing on May 1, 2027. As of December 31, 2019, the 2022 Notes had an interest rate of 5.625%, the 2023 Notes had an interest rate of 5.375%, the 2026 Notes had an interest rate of 7.000% and the 2027 Notes had an interest rate of 8.500%. The Revolving Credit Facility matures on August 2, 2023. The Revolving Credit Facility bears interest on the outstanding unpaid principal amount at a rate equal to LIBOR + 275 basis points. The Term Loan Facility bears interest rates based on our election, which can be either the Eurocurrency Rate (as defined in the Term Loan Credit Agreement) plus 2.75% or the Base Rate (as defined in the Term Loan Credit Agreement) plus 1.75%. We anticipate accrued and unpaid interest payable on the 2022 Notes, the 2023 Notes, the 2026 Notes and the 2027 Notes to be redeemed will be approximately US$22.5 million in the aggregate on the applicable redemption dates. For a further description of our existing indebtedness being repaid with the net proceeds from this offering and the Unit Offering, see "Description of Material Indebtedness—Existing Notes", "—Revolving Credit Facility" and "—Term Facility".

        An increase (decrease) of 1,000,000 subordinate voting shares from the expected number of subordinate voting shares to be sold by us in this offering, assuming no change in the assumed public offering price per subordinate voting share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, would increase (decrease) our net proceeds from this offering by approximately US$19.8 million. A US$1.00 increase or decrease in the assumed initial public offering price of US$20.50 per subordinate voting share would increase or decrease, as applicable, the net proceeds to us from this offering by approximately US$69.3 million, assuming the number of subordinate voting shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us. An increase (decrease) of 1,000,000 Units from the expected number of Units to be sold by us in the Unit Offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, would increase (decrease) our net proceeds from the Unit Offering by approximately US$48.4 million.

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DIVIDEND POLICY

        We have not declared or paid any dividends on our securities during Fiscal 2017, the Predecessor 2018 Period, the Successor 2018 Period or Fiscal 2019 other than $7,260 on our Class D non-voting common shares in the Successor 2018 Period and $4,344 on our Class D non-voting common shares in Fiscal 2019. We also paid a dividend of $4,344 on our Class D non-voting common shares on January 2, 2020. Subject to results of operations, financial condition, earnings, capital requirements and other factors that our board of directors deems relevant, it is the intention of the board of directors following closing of this offering to declare quarterly cash dividends. It is expected that future cash dividend payments will be made to shareholders of record as of the close of business on the last business day of each fiscal quarter or such other dates as the board of directors may determine. Unless otherwise indicated, all dividends are expected to be designated as eligible dividends in accordance with subsection 89(14) of the Tax Act and any applicable corresponding provincial or territorial provisions.

        Initially, we anticipate paying quarterly cash dividends, with annualized aggregate dividend payments of approximately US$12.8 million. The first dividend that would be payable to investors in this offering would be the dividend for the period beginning on the closing of this offering and ending on March 31, 2020. We expect the first dividend would be equal to an aggregate amount of approximately US$3.2 million (or approximately US$0.01 per subordinate voting share and US$0.01 per multiple voting share). Dividends will be declared and paid in arrears. Accordingly, the Company expects the first dividend payment on the subordinate voting shares and multiple voting shares would be declared and paid in April 2020. We intend to pay such planned quarterly dividend with cash generated from our operations. The amount and timing of the payment of any dividends are not guaranteed and are subject to the discretion of the board of directors, compliance with applicable law and any contractual provisions, including under the Credit Agreements and other agreements governing our current and future indebtedness, that restrict or limit our ability to pay dividends. While our ability to pay dividends is limited by the Credit Agreement and such other agreements governing our indebtedness, these agreements provide certain exceptions, subject to meeting certain conditions, that will allow us to pay dividends on the subordinate voting shares following consummation of this offering. See "Description of Material Indebtedness" for a description of the restrictions on our ability to pay dividends.

        Because a significant portion of our operations is through our subsidiaries, our ability to pay dividends depends, in part, on our receipt of cash dividends from our operating subsidiaries, which may restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In addition, our ability to pay dividends is limited by covenants in our Credit Agreements.

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CAPITALIZATION

        The following table sets forth our cash and capitalization as at December 31, 2019:

•

on an actual basis;

•

on an as adjusted basis to give effect to (1) the Equity Financing and (2) the Interim Acquisitions, including the issuance of 21,092,000 Class J Non-Voting Shares and 41,873,600 Class I Non-Voting Shares in connection with the American Acquisition and County Acquisition, respectively; and

•

on an as further adjusted basis to give effect to (1) the Pre-Closing Capital Changes, (2) the issuance of 71,652,440 subordinate voting shares by us in this offering at the assumed initial public offering price of US$20.50 per subordinate voting share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) and the concurrent issuance of 14,000,000 Units, in each case after deducting underwriting discounts, commissions and estimated offering expenses payable by us and (3) the application of the estimated net proceeds from this offering and the Unit Offering as described under "Use of Proceeds" as if this offering and the Unit Offering and the application of the net proceeds of this offering and the Unit Offering had occurred on December 31, 2019.

        The following table should be read in conjunction with "Use of Proceeds", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Prospectus Summary—Summary Historical Consolidated Financial", "Description of Material Indebtedness" and our financial statements and the related notes, included elsewhere in this prospectus.

	As at December 31, 2019
	Actual			As Adjusted			As Further Adjusted
	(expressed in millions of dollars)
Cash(1)	$	574.8		$	—		$	—
Total debt(2)	$	7,734.4		$	7,895.6		$	4,247.4
Amortizing Notes (Tangible Equity Units)(3)	$	—		$	—		$	153.7
Shareholders' equity
Common Shares and Class A-K Common Shares, no par value; unlimited shares authorized, 3,717,757,915 shares issued and outstanding on an actual basis; 4,141,044,971 shares issued and outstanding on an as adjusted basis; nil shares issued and outstanding on an as further adjusted basis(4)	$	3,524.5		$	3,952.1			—
Multiple voting shares, no par value; 0 shares authorized, issued and outstanding on an actual basis and on an as adjusted basis; unlimited shares authorized and 11,892,576 shares issued and outstanding on an as further adjusted basis(5)		—			—			151.2
Subordinate voting shares, no par value; 0 shares authorized, issued and outstanding on an actual basis and on an as adjusted basis; unlimited shares authorized and 308,889,748 shares issued and outstanding on an as adjusted basis(6)(7)		—			—			6,698.6
Contributed surplus		16.4			16.4			16.4
Deficit(8)		(770.3	)		(770.3	)		(827.8	)
Accumulated other comprehensive income		(2.7	)		(2.7	)		(2.7	)
Total shareholders' equity		2,767.9			3,195.5			6,035.6
Total capitalization	$	10,502.30		$	11,091.1		$	10,436.7

(1)

As Adjusted Cash includes the use of cash as consideration for the Interim Acquisitions. As Further Adjusted Cash also includes the net proceeds of approximately $1,878.5 million (or approximately US$1,408.9 million) from this offering and net proceeds of approximately $903.0 million (or approximately US$677.3 million from the Unit Offering), in each case, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will apply the

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net proceeds from this offering and the Unit Offering to (a) redeem approximately $466.7 million aggregate principal amount of 2022 Notes, (b) redeem approximately $533.3 million aggregate principal amount of 2023 Notes, (c) redeem approximately $360.0 million aggregate principal amount of 2026 Notes, (d) redeem approximately $320.0 million aggregate principal amount of 2027 Notes, (e) repay approximately $161.2 million principal amount outstanding under the Revolving Credit Facility, (f) pay approximately $29.9 million accrued and unpaid interest on the Notes being redeemed, (g) pay $73.3 million of call premiums associated with the Notes being redeemed and (h) repay $842.6 million principal amount outstanding under the Term Facility. We will also receive $25.0 million in estimated cash proceeds from the settlement of swaps. A US$1.00 increase (decrease) in the assumed initial public offering price of US$20.50 per subordinate voting share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the as further adjusted amount of each of cash and total shareholders' equity by approximately $92.4 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A 1,000,000 increase in the number of subordinate voting shares offered by us would increase the as further adjusted amount of each of cash and total shareholders' equity by approximately $26.4 million after deducting underwriting discounts and commissions and any estimated offering expenses payable by us. Conversely a 1,000,000 decrease in the number of subordinate voting shares offered by us would decrease the as further adjusted amount of each of cash and total shareholders' equity by approximately $26.4 million after deducting underwriting discounts and commissions and any estimated offering expenses payable by us. A 1,000,000 increase in the number of Units offered by us would increase the as further adjusted amount of cash by approximately $64.5 million after deducting underwriting discounts and commissions and any estimated offering expenses payable by us. Conversely a 1,000,000 decrease in the number of Units offered by us would decrease the as further adjusted amount of each of cash by approximately $64.5 million after deducting underwriting discounts and commissions and any estimated offering expenses payable by us.

(2)

Total debt includes $58.7 million of secured lease obligations. Total debt excludes $34.3 million of fair value adjustments to the Notes, $51.6 million of deferred financing costs, $(31.1) million of net carrying amount of derivative instruments and $(4.1) million of premium on the Secured Notes. As Adjusted Total debt includes approximately $161.2 million in borrowings under our Revolving Credit Facility incurred in connection with the Interim Acquisitions. As Further Adjusted Total debt gives effect to the redemption of $1,008.0 million aggregate principal amount of PIK Notes (from cash contributed as part of the Pre-Closing Capital Changes). As Further Adjusted Total debt gives effect to the redemption of approximately $466.7 million aggregate principal amount of 2022 Notes, approximately $533.3 million aggregate principal amount of 2023 Notes, approximately $360.0 million aggregate principal amount of 2026 Notes, approximately $320.0 million aggregate principal amount of 2027 Notes, approximately $161.2 principal amount outstanding under the Revolving Credit Facility and approximately $842.6 million principal amount outstanding under the Term Facility.

(3)

Each Unit consists of an amortizing note and a purchase contract that will be accounted for separately. Each will be recorded at fair value on initial recognition by allocating the proceeds. The amortizing note is a financial liability that will be subsequently measured at amortized cost. The purchase contract represents an obligation to deliver a variable number of our equity instruments to equal a fixed dollar amount, subject to a cap and a floor, which meets the definition of a financial liability and will subsequently be measured at fair value through profit or loss. The fair value of the purchase contract will be obtained using the trading price of the purchase contract to the extent that an active market exists. It will otherwise be determined using an appropriate valuation model. Issuance costs will be allocated between the two instruments on a pro-rated basis, with costs related to the purchase contract being expensed as incurred and costs related to the amortizing note included as a reduction in the carrying amount of the notes.

The exact amount of the initial fair values of the of the purchase contract component and the amortizing note component of the Units will not be determined until the final pricing of this offering and the Unit Offering and our determination of the final offering expenses related thereto. The assumed value of the amortizing note represents the present value of the installment payments due under the amortizing note, calculated under the assumption that the total principal and interest components of the installment payment will equal 6.0% of the US$50.00 stated amount of the Units per annum. A 25-basis point increase in the assumed yield of 6.0% per annum would be expected to result in an approximate US$4.9 million increase to the amortizing note component and a corresponding decrease to the purchase contract component. We expect to record an initial fair value of approximately US$560 million for the purchase contract component of the Units, net of related underwriting discounts and commissions allocated to the purchase contracts, which amount is not reflected in the Capitalization table. The value assigned to the purchase contract component reflects the difference in the stated value of the Units and the assumed amount assigned to the amortizing note component.

(4)

As Adjusted share numbers include the issuance of shares in connection with the Equity Financing and Interim Acquisitions.

(5)

Reflects multiple voting shares held by the Dovigi Group following (a) the Pre-Closing Capital Changes and (b) the sale of 1,518,293 subordinate voting shares in this offering by Josaud II Holdings Inc. following the conversion of 1,518,293 multiple voting shares into subordinate voting shares on a one-to-one basis.

(6)

As Further Adjusted share numbers and amounts do not reflect subordinate voting shares issuable upon settlement of the purchase contracts.

(7)

Represents $3,952.1 million of shareholders equity as adjusted as at December 31, 2019, plus (a) net proceeds of $1,889.7 million from (i) the issuance of 73,170,733 subordinate voting shares in this offering, which includes 1,518,293 subordinate voting shares offered by Josaud II Holdings Inc. and the Pre-Closing Capital Changes and (ii) a reduction to the stated capital equal to the amount of fees we expect to incur in connection with this offering and the Unit Offering, plus (b) the $1,008.0 million contribution relating to the repayment of the PIK Notes, less (c) $151.2 million of shareholders

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equity relating to Multiple Voting Shares. The Pre-Closing Capital Changes include the exchange of 235,719,015 shares of GFL Environmental Holdings Inc. into subordinate voting shares of GFL Environmental Inc. at an exchange ratio of 20.363259-for-one, the subscription of 45,646,063 subordinate voting shares from the proceeds of the Margin Loans and 3,203,925 subordinate voting shares issued as Legacy Option Shares.

(8)

Reflects an increase and/or decrease in Deficit, as applicable, due to call premiums and the settlement of swaps associated with the applicable Notes being redeemed.

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DILUTION

        If you invest in our subordinate voting shares in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per subordinate voting share and the as adjusted net tangible book value (deficit) per subordinate voting share after this offering. Dilution results from the fact that the per subordinate voting share offering price is substantially in excess of the net tangible book value (deficit) per subordinate voting share attributable to the subordinate voting shares held by existing owners.

        After giving effect to the Pre-Closing Capital Changes, our net tangible book value (deficit) as of December 31, 2019 was approximately $(5,253.9) million, or US$(16.72) per subordinate voting share. We calculate net tangible book value (deficit) per subordinate voting share by taking the amount of our total tangible assets, reduced by the amount of our total liabilities, and then dividing that amount by the total number of subordinate voting shares outstanding.

        After giving effect to the sale by us and the selling shareholder of the subordinate voting shares in this offering at an assumed initial public offering price of US$20.50 per subordinate voting share, the midpoint of the estimated price range set forth on the cover page of this prospectus and the concurrent issuance of 14,000,000 Units, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, our net tangible book value as of December 31, 2019 would have been $(2,626.1) million, or US$(6.38) per subordinate voting share. This amount represents an immediate increase in net tangible book value of US$10.34 per subordinate voting share to existing shareholders and an immediate and substantial dilution in net tangible book value (deficit) of US$26.88 per subordinate voting share to investors purchasing shares in this offering at the assumed initial public offering price.

        The following table illustrates this dilution on a per subordinate voting share basis assuming the underwriters do not exercise their option to purchase additional subordinate voting shares in this offering:

Assumed initial public offering price per subordinate voting share (the midpoint of the estimated price range set forth on the cover page of this prospectus)				US$	20.50
Net tangible book value (deficit) per subordinate voting share as of December 31, 2019	US$	(16.72	)
Increase in net tangible book value (deficit) per subordinate voting share attributable to investors in this offering	US$	10.34
As adjusted net tangible book value (deficit) per subordinate voting share after this offering				US$	(6.38	)
Dilution per subordinate voting share to investors in this offering				US$	26.88

        Dilution is determined by subtracting as adjusted net tangible book value (deficit) per subordinate voting share after the offering from the initial public offering price of US$20.50 per subordinate voting share, the midpoint of the estimated price range set forth on the cover page of this prospectus.

        A US$1.00 increase in the assumed initial public offering price of US$20.50 per subordinate voting share would increase our net tangible book value after giving effect to the offering by $92.4 million, or by $0.30 per subordinate voting share, assuming the number of shares offered by us remains the same and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us and using an exchange rate of approximately US$1.00 = $1.3333. A US$1.00 decrease in the assumed initial public offering price per subordinate voting share would result in equal changes in the opposite direction.

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        If the underwriters exercise in full their over-allotment option to purchase additional subordinate voting shares in this offering, the as adjusted net tangible book value (deficit) per subordinate voting share after giving effect to the offering would be US$(5.48) per subordinate voting share. This represents an increase in as adjusted net tangible book value (deficit) (or a decrease in net tangible book value (deficit)) of US$11.24 per subordinate voting share to the existing shareholders and dilution per subordinate voting share to new investors of US$25.98 per subordinate voting share to new investors.

        The following table summarizes, as of December 31, 2019, the differences between the total number of subordinate voting shares purchased from us, the total cash consideration paid to us, and the average price per subordinate voting share paid by existing owners and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per subordinate voting share substantially higher than our existing shareholders paid. The table below assumes an initial public offering price of US$20.50 per subordinate voting share, the midpoint of the estimated price range set forth on the cover of this prospectus, for subordinate voting shares purchased in this offering and excludes the estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares Purchased					Total Consideration
											Average Price Per Share
	Number		Percent			Amount		Percent
	(expressed in millions, except per subordinate voting share amounts)
Existing owners(1)		235.7		76.3	%	$	5,491.1		73.7	%	US$	16.53
Investors in this offering		73.2		23.7	%		1,958.5		26.3	%		20.50
Total		308.9		100.0	%	$	7,449.6		100.0	%	US$	17.42

(1)

Does not give effect to the sale of 1,518,293 subordinate voting shares by the selling shareholder under this offering.

        After giving effect to the sale of 1,518,293 subordinate voting shares by the selling shareholder in this offering, the percentage of our shares held by existing shareholders would be 76.3% and the percentage of our shares held by new investors would be 23.7%.

        If the underwriters were to fully exercise the underwriters' over-allotment option to purchase 10,975,609 additional subordinate voting shares, the percentage of shares of our subordinate voting shares held by existing shareholders as of December 31, 2019 would be 73.7% and the percentage of shares of our subordinate voting shares held by new investors would be 26.3%.

        To the extent that outstanding options are exercised, or we grant options to our employees, executive officers and directors in the future and those options are exercised or other issuances of subordinate voting shares are made, there will be further dilution to new investors.

        The dilution information above is for illustrative purposes only. Our net tangible book value (deficit) following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our subordinate voting shares and other terms of this offering determined at pricing.

        The subordinate voting shares issuable upon settlement of the purchase contracts that are a component of the Units offered in the Unit Offering will not be outstanding at the time the Unit Offering is consummated and accordingly they are not reflected in the dilution disclosure above.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following tables set forth our selected historical consolidated financial information for the periods indicated.

        We derived the selected statement of operations data and the selected statement of cash flows data for Fiscal 2017, the Predecessor 2018 Period, the Successor 2018 Period and Fiscal 2019 and the selected balance sheet data as at December 31, 2018 and December 31, 2019 from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. We derived the summary balance sheet data as at December 31, 2017 from our consolidated financial statements and related notes not included in this prospectus.

        You should review the following information together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information contained under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations".

	Predecessor						Successor
	Fiscal 2017			January 1, 2018 through May 31, 2018			June 1, 2018 through December 31, 2018			Fiscal 2019
	(expressed in millions of dollars) (except per share data)
Consolidated Statements of Operations Data:
Revenue	$	1,333.1		$	627.8		$	1,224.8		$	3,346.9
Cost of sales		1,145.1			551.2			1,152.3			3,073.1
Selling, general and administrative expenses		157.1			126.5			217.7			396.5
Loss (gain) on sale of property, plant and equipment		2.8			(0.1	)		4.7			1.2
Interest and other finance costs		212.7			127.4			242.2			532.2
Loss (Gain) on foreign exchange		(27.2	)		16.6			39.6			(48.9	)
Other(1)		(17.4	)		(2.2	)		0.9			2.0
Loss before income taxes		(140.0	)		(191.6	)		(432.7	)		(609.2	)
Income tax (recovery) expense		(39.0	)		(26.9	)		(114.0	)		(157.6	)
Net loss	$	(101.0	)	$	(164.7	)	$	(318.7	)	$	(451.6	)
Loss per share information, basic and diluted
Loss per share(2)		(0.18	)		(0.29	)		(0.12	)		(0.12	)
Weighted average shares outstanding(2)		569,439.5			571,497.1			2,674,251.1			3,670,357.5
Cash Flow Data:
Net cash flow from (used in) operating activities	$	126.4		$	(10.1	)	$	29.4		$	251.0
Net cash used in investing activities		(431.0	)		(371.2	)		(6,806.6	)		(1,166.9	)
Net cash flow from financing activities		291.2			488.7			6,663.1			1,479.0

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	Predecessor		Successor
	As at December 31, 2017		As at December 31, 2018		As at December 31, 2019
	(expressed in millions of dollars)
Consolidated Balance Sheet Data:
Cash and cash in escrow	$	12.6	$	7.4	$	574.8
Total assets		3,447.2		11,071.6		12,323.8
Total long-term debt, including current portion(3)		2,461.5		6,288.7		7,684.0
Total liabilities		2,938.2		7,879.0		9,555.9
Total shareholders' equity		509.0		3,192.6		2,767.9

(1)

Other consists of (i) in the Predecessor 2018 Period and Successor 2018 Period, the cash proceeds received in connection with a settlement with a selling shareholder in connection with the Michigan Acquisition; (ii) for Fiscal 2017, the cash proceeds received in connection with a cash settlement received from an insurer related to our claims under the representation and warranty insurance policy purchased in connection with the Michigan Acquisition; and (iii) deferred purchase consideration.

(2)

Does not give effect to the Pre-Closing Capital Changes or the subordinate voting shares being issued in this offering. See "Pre-Closing Capital Changes".

(3)

Total long-term debt consists of the current and long-term portions of long-term debt, including $58.7 million of secured lease obligations at December 31, 2019.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

        The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our audited consolidated financial statements and related notes for Fiscal 2019, the Predecessor 2018 Period, Successor 2018 Period and Fiscal 2017, which is included elsewhere in this prospectus. See also "—Non-IFRS Measures" and "Prospectus Summary—Summary Historical Consolidated Financial Information".

        This MD&A contains forward-looking information, which is based on management's reasonable assumptions and beliefs in light of the information currently available to us and is made as of the date of this MD&A. However, we do not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of various factors, including those described in "Risk Factors" and elsewhere in this prospectus.

        Our audited annual consolidated financial statements have been prepared in accordance with IFRS. Unless the context indicates otherwise, references in this MD&A to the "Company", "we", "us" and "our" mean GFL and its consolidated subsidiaries, which, for the avoidance of doubt, (i) includes Waste Industries and its subsidiaries for the period from November 14, 2018 to December 31, 2018 and for Fiscal 2019 and (ii) does not include Waste Industries and its subsidiaries for Fiscal 2017, the Predecessor 2018 Period, and the period from June 1, 2018 to November 13, 2018.

        Holdings amalgamated with Hulk Acquisition Corp. on May 31, 2018 in connection with the investment in Holdings by BC Partners, Ontario Teachers and affiliates of Patrick Dovigi and the Recapitalization. Accordingly, the consolidated financial statements for Holdings presented elsewhere in this prospectus as of and for the year ended December 31, 2019, the periods ended December 31, 2018 and May 31, 2018 and for the year ended December 31, 2017 reflect the periods both prior and subsequent to the Recapitalization. Our fiscal year ends on December 31 of each calendar year. Fiscal 2018 is presented separately for (i) the Predecessor 2018 Period, and (ii) the Successor 2018 Period, with the periods prior to the Recapitalization being labeled as predecessor and the periods subsequent to the Recapitalization labeled as successor. The operating results of Fiscal 2019 and Fiscal 2017 capture a full 12 months of operating results, whereas the Successor 2018 Period and the Predecessor 2018 Period capture only seven months and five months of operating results, respectively.

Overview

        GFL is the fourth largest diversified environmental services company in North America, with operations throughout Canada and in 23 states in the United States. GFL had more than 11,500 employees as of December 31, 2019.

        Our diversified service offerings include non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services. These comprehensive service offerings across our business lines position us to be a "one-stop" provider of environmental services to our customers and differentiate us from those of our competitors that do not offer the same breadth of services as we do. Our business is well-diversified not only across business lines but also across geographies and customers. We serve our customers through a strategically-located network of facilities in many major metropolitan centres and secondary markets across Canada and primarily in secondary markets in the United States. The revenue generated in our solid and liquid waste management operations is predictable and recurring in nature as a result of the stability of waste generation and the contractual nature of these lines of business.

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        Through a combination of organic growth and acquisitions, we have built a leading platform with broad geographic reach and scalable capabilities. We intend to leverage this platform to pursue new business opportunities and generate network efficiencies by extending our geographic footprint and increasing regional density across our business lines.

        We are led by a team of highly experienced and entrepreneurial executives. Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer has led our operations since inception in 2007 and has instilled a results-oriented, entrepreneurial culture that emphasizes the importance of safety for our employees and customers.

        We expect to continue to grow our business by:

•

generating strong, stable organic growth by continuing to serve our existing customer base and by attracting new customers, realizing cross-selling opportunities, renewing or extending existing contracts and winning new contracts, and extending our geographical market reach;

•

executing strategic, accretive acquisitions; and

•

driving operating cost efficiencies across our platform.

        We believe that our diversified business model positions us well to continue to capitalize on the attractive growth opportunities in the stable, highly fragmented North American environmental services industry.

Summary of Factors Affecting Performance

        We believe that our performance and future success depend on a number of factors that present significant opportunities for us. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the "Risk Factors" section of this prospectus.

        Our ability to continue to grow our business and generate improvements in our financial performance depends on our ability to continue to expand our environmental services platform by leveraging our diversified business model to broaden our geographic reach and scalable capabilities. Our success in achieving this growth and improvements is dependent on our ability to execute on our three-pronged strategy of: (i) continuing to generate strong, stable organic revenue growth; (ii) successfully executing strategic, accretive acquisitions; and (iii) continuing to drive operating cost efficiencies across our platform.

Strong, Stable Organic Revenue Growth

        Our ability to generate strong, stable organic revenue growth across macroeconomic cycles depends on our ability to increase the breadth and depth of services that we provide to our existing customers, realize on cross-selling opportunities between our complementary service capabilities, win new contracts, and renewals or extensions of existing contracts and expand into new or adjacent markets. We believe that executing on this strategy will continue to drive our organic revenue growth and free cash flow generation.

        Our business is well-diversified across business lines, geographies and customers. We believe that our continued success depends on our ability to further enhance and leverage this diversification, a key component of which is our ability to offer our customers a comprehensive service offering across our three business lines backed by an extensive geographic footprint in all major metropolitan centres and in many secondary markets in Canada, and primarily in secondary markets in the 23 states in the United States in which we currently operate.

        We also believe we are well positioned to respond to changing customer needs and regulatory demands in order to maintain our success. This includes being able to respond to legal requirements

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and customer demands to divert waste away from landfill disposal by continuing to expand our ability to collect and process multiple streams of material.

        Our diversified business model also complements our acquisition strategy. Multiple business lines allow us to source acquisitions from a broader pool of potential targets. Maintaining a diversified model is therefore critical to capitalizing on accretive acquisition opportunities and helping to reduce execution and business risk inherent in single-market and single-service offering strategies.

Executing Strategic, Accretive Acquisitions

        Our ability to identify, execute and integrate accretive acquisitions is a key driver of our growth. Given the significant fragmentation that exists in the North American environmental services industry, our growth and success depend on our ability to realize on consolidation opportunities in all three of our business lines.

        Since 2007, we have completed over 100 acquisitions across each of our lines of business. We focus on selectively acquiring premier independent regional operators to create platforms in new markets, followed by tuck-in acquisitions to help increase density and scale. Integration of these acquisitions with our existing platform is a key factor to our success, along with continuing to be able to identify and act upon these attractive consolidation opportunities.

        In addition, successful execution of acquisitions opens new markets to us, provides us with new opportunities to realize cross-selling opportunities, and drives procurement and cost synergies across our operations.

Driving Operating Cost Efficiencies

        We provide our services through a strategically-located network of facilities in Canada and in the United States. In each of our geographic markets, our strong competitive position is supported by and depends on the significant capital investment required to replicate our network infrastructure and asset base, as well as by stringent permitting and regulatory compliance requirements. Our continued success also depends on our ability to leverage our scalable network to attract and retain customers across multiple service lines, realize operational efficiencies, and extract procurement and cost synergies.

        It is also key that we continue to leverage our scalable capabilities to drive operating margin expansion and realize cost synergies. This includes using the capacity of our existing facilities, technology processes and people to support future growth and provide economies of scale, as well as increasing route density and servicing new contract wins with our existing network of assets and fleet to enhance the profitability of each of our business lines.

        Our success also depends on our ability to continue to make strategic investments in our business, including substantial capital investments in our facilities, technology processes and administrative capabilities to support our future growth. Our ability to improve our operating margins and our selling, general and administration expense margins by maintaining strong discipline in our cost structure and regularly reviewing our practices to manage expenses and increase efficiency will also impact our operating results.

Key Indicators of Performance and Financial Condition of Our Business

        To evaluate our performance, we monitor a number of key indicators. As appropriate, we supplement our results of operations determined in accordance with IFRS with certain non-IFRS financial measurements that we believe are useful to investors, lenders and others in assessing our performance. These measurements should not be considered in isolation or as a substitute for reported IFRS results because they may include or exclude certain items as compared to similar IFRS-based measurements, and such measurements may not be comparable to similarly-titled measurements

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reported by other companies. Rather, these measurements should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business.

        The key indicators that we monitor are described below.

IFRS Measures

Revenue

        Our solid waste revenue primarily consists of collection revenue and tipping fees collected from third-party users of our transfer stations, landfills and organics facilities. Collection revenue primarily consists of fees we receive from municipal, commercial and industrial customers pursuant to contracts that we have entered into with them that generally provide for collection fees based upon the frequency and type of collection services provided as well as the volume of the waste collected. The revenue generated through our solid waste collection operations is predictable and recurring in nature, as it is primarily derived from long-term contracts.

        Our municipal customer relationships are generally supported by contracts ranging from three to 10 years. Our municipal collection contracts provide for fees based upon a per household, per tonne or ton, per lift or per service basis and often provide for annual price increases indexed to CPI and market costs for fuel. We provide regularly scheduled service to a large percentage of our commercial and industrial customers under contracts with three to five year terms with automatic renewals, volume-based pricing and CPI, fuel and other adjustments. Other commercial and industrial customers are serviced on an "on-call" basis.

        Certain future variable considerations of long-term customer contracts may be unknown upon entering into the contract, including the amount that will be billed in accordance with annual CPI, market costs for fuel and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue is recognized once the index is established for the future period.

        Our landfills, transfer stations and organics facilities generate revenue from disposal or tipping fees. Tipping fees charged at our transfer stations and disposal fees charged at our landfills and organics facilities are generally based on the weight or volume of the material received. Recycling revenue is earned from the sale of recyclable commodities to third parties which are based on volume and market rates as well as brokerage commissions on the brokered sale of commodities.

        Revenue from our infrastructure & soil remediation operations primarily consists of fees for the remediation of contaminated soils, typically from gas stations, commercial properties and government related facilities. Fees are based on the volume of soil being remediated and are typically generated pursuant to short-term, project-specific contracts. We also generate revenue in our soil remediation operations from excavation work which is charged on a per tonne basis, as well as revenue from demolition, infrastructure installation and shoring work that is charged on a project basis. Amounts relating to contract assets are balances due from customers under construction contracts that arise when we receive payments from customers in line with a series of performance related milestones. We previously recognized a contract asset for any work performed. Any amount previously recognized as a contract asset is reclassified to trade receivables at the point at which it is invoiced to the customer. Our customer base in our infrastructure & soil remediation business includes large property developers that generally have multiple sites and companies that require remediation for more than one location, as well as governments on large, complex and often multi-year infrastructure projects.

        In our liquid waste business, we collect, manage, transport, process and dispose of a wide variety of industrial and commercial liquid wastes (including contaminated waste water, UMO and downstream by-products), and resell liquid waste products (including UMO and downstream by-products). The majority of the liquid waste we handle is generated from a varied customer base. Our liquid waste

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business includes a broad range of both regularly scheduled and on-call liquid industrial and hazardous waste management services that we provide to municipal, commercial and industrial customers, UMO collection and resale and downstream by-product marketing, as well as the collection and transportation of hazardous and non-hazardous liquid wastes to our facilities for processing or bulking for shipment to a final disposal location. Our locations also include tank farms where we collect, temporarily store and/or consolidate waste streams for more cost-effective and efficient transportation to end users or to final recycling, treatment or disposal locations. Wherever possible, collected liquid waste (including UMO) is recycled and recovered for reuse often through provincial stewardship programs. The scale of our operations and breadth of our liquid waste services also allows us to cross-sell solid waste services to our liquid waste customers and liquid waste services to our infrastructure & soil customers in those markets where we operate these lines of business.

Cost of Sales

        Cost of sales primarily consists of: direct labour costs and related benefits (which consist of salaries and wages, health and welfare benefit costs, incentive compensation and payroll taxes); transfer and disposal costs representing disposal fees paid to third-party disposal facilities and transfer stations; rent and related charges paid under leases for certain facilities; vehicle parking and container storage permits and facility operating costs; maintenance and repair costs relating to our vehicles, equipment and containers, including related labour and benefit costs; fuel, which includes the direct cost of fuel used by our vehicles and any mark-to-market adjustments on fuel hedges; depreciation expense for property, plant and equipment used in our operations; amortization of landfill assets; amortization of intangible assets; and material costs paid for UMO and other recyclables purchased, including commodity rebates paid to customers. Other cost of sales include operating facilities costs, truck and equipment rentals, insurance, licensing and claims costs, and other third party services. Acquisition, rebranding and other integration costs included in cost of sales include rebranding and integration of property, plant and equipment acquired through business acquisitions and other integration costs. Our cost of sales is principally affected by the volume of materials we handle.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses ("SG&A") primarily consist of salaries, the cost of providing health and welfare benefits, incentive compensation and share-based payment expenses for corporate and general management, contract labour, and payroll taxes. Incentive compensation is generally based on our operating results and management's assessment of individuals' personal performance, with pay-out amounts subject to senior management discretion and board of director approval for senior management.

        Other costs in SG&A include selling and advertising, professional and consulting fees, facilities costs, depreciation expense for property and equipment used for selling, general and administrative activities, allowance for doubtful accounts and management information systems. Acquisition, integration and other costs include professional fees and integration costs associated with business acquisitions and other integration costs, including severance and restructuring costs. The timing of acquisitions and the related integration activities impact the timing of these costs.

Interest and other finance costs

        Interest and other finance costs primarily relate to interest on indebtedness and includes the amortization of deferred financing fees incurred in connection with our indebtedness, other finance costs and accretion of landfill closure and post-closure obligations, which represents the change in our obligation to fund closure and post-closure costs, as a result of the passage of time using discount factors that consider the credit adjusted risk free rate which is essentially free of default risk.

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Other (income) expense

        Other (income) expense primarily consists of gains and losses on the sale of assets used in our operations, gains and losses on foreign exchange, insurance settlements and deferred purchase price consideration that is required to be expensed under IFRS.

Income Tax Recovery

        We are subject to income taxes in the jurisdictions in which we operate and, consequently, income tax expense or recovery is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events and the availability of our non-capital losses in various jurisdictions and legal entities. The primary regions that determine the effective tax rate are Canada and the United States. Income tax expense or recovery is comprised of current and deferred income taxes. The liability method is used to account for deferred tax assets and liabilities, which arise from temporary differences between the carrying amount of assets and liabilities recognized in the statements of financial position and their corresponding tax basis. The carry forward of unused tax losses and credits is recognized to the extent that it is probable it can be used in the future.

Non-IFRS Measures

        This prospectus makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS measures, including "Acquisition EBITDA", "Adjusted EBITDA", "Adjusted EBITDA Margin", "Adjusted SG&A", "EBITDA", and "Run-Rate EBITDA". These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

EBITDA

        EBITDA represents, for the applicable period, net loss plus (a) interest and other finance costs, plus (b) depreciation and amortization of property, plant and equipment, landfill assets and intangible assets, less (c) the provision for income taxes, in each case to the extent deducted or added to/from net income. We present EBITDA to assist readers in understanding the mathematical development of Adjusted EBITDA. Management does not use EBITDA as a financial performance metric.

Adjusted EBITDA

        Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements including our lenders and the Investors, to assess the financial performance of our business without regard to financing methods or capital structure. Adjusted EBITDA is also a key metric that management uses prior to execution of any strategic investing or financing opportunity. For example, management uses Adjusted EBITDA as a measure in determining the value of acquisitions, expansion opportunities, and dispositions. In addition, Adjusted EBITDA is utilized by financial institutions to measure borrowing capacity. Adjusted EBITDA is calculated by adding and deducting, as

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applicable, certain expenses, costs, charges or benefits incurred in such period which in management's view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) gain (loss) on foreign exchange and sale of property, plant and equipment, (b) share-based payments, (c) other income, (d) acquisition, integration and other costs (included in selling, general and administrative expenses related to acquisition activity), (e) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity), (f) unbilled revenue reversal, (g) mark-to-market loss on fuel hedge, and (h) deferred purchase consideration. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting our business. Adjusted EBITDA is not an IFRS measure.

Adjusted EBITDA Margin

        Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. We use Adjusted EBITDA Margin to facilitate a comparison of the operating performance of each of our operating segments on a consistent basis reflecting factors and trends affecting our business. Adjusted EBITDA Margin is not an IFRS measure.

Acquisition EBITDA

        Acquisition EBITDA represents, for the applicable period, management's estimates of the annual Adjusted EBITDA of an acquired business, based on its most recently available historical financial information at the time of acquisition, as adjusted to (a) give effect to the elimination of expenses related to the prior owners and certain other costs and expenses that are not indicative of the underlying business performance, if any, as if such business had been acquired on the first day of such period ("Acquisition EBITDA Adjustments"), and (b) give effect to contract and acquisition annualization for contracts entered into and acquisitions completed by such acquired business prior to our acquisition. Further adjustments are made to such annual Adjusted EBITDA to reflect estimated operating cost savings and synergies, if any, anticipated to be realized upon acquisition and integration of the business into our operations. We use Acquisition EBITDA for the acquired businesses to adjust our Adjusted EBITDA to include a proportional amount of the Acquisition EBITDA of the acquired businesses based upon the respective number of months of operation for such period prior to the date of our acquisition of each such business. Please see "—Run-Rate EBITDA" below for a discussion of the components of Acquisition EBITDA Adjustments.

Run-Rate EBITDA

        Run-Rate EBITDA represents Adjusted EBITDA for the applicable period as adjusted to give effect to management's estimates of (a) Acquisition EBITDA Adjustments (as described above) and (b) the impact of annualization of certain new municipal and disposal contracts and cost savings initiatives, entered into, commenced or implemented, as applicable, in such period, as if such contracts or costs savings initiatives had been entered into, commenced or implemented, as applicable, on the first day of such period. These adjustments reflect monthly allocations of Acquisition EBITDA for the acquired businesses based on straight line proration. As a result, these estimates do not take into account the seasonality of a particular acquired business. While we do not believe the seasonality of any one acquired business is material when aggregated with other acquired businesses, the estimates may result in a higher or lower adjustment to our Run-Rate EBITDA than would have resulted had we adjusted for the actual results of each of the acquired businesses for the period prior to our acquisition.

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        Acquisition EBITDA Adjustments are based on detailed financial due diligence in respect of the target business and account for (a) any known changes to the target business that are not yet fully reflected in the historical financial records and (b) planned cost saving initiatives to be implemented following the acquisition. Acquisition EBITDA Adjustments are intended to eliminate costs, expenses and benefits, that are not indicative of the underlying business performance of the acquired business, such as (i) one time revenues earned prior to our acquisition of the business, (ii) costs related to prior ownership, which generally reflect the elimination of compensation and other payments to the prior owners that are not considered necessary to operate the acquired business, and (iii) other costs and expenses such as temporary truck rentals, relocation expenses, bad debt expense and certain professional fees. Acquisition EBITDA Adjustments also reflect adjustments such as (i) contract annualization, which generally includes the incremental EBITDA that a particular contract commenced during the applicable period would have generated if such contract had commenced on the first day of the applicable fiscal period, (ii) acquisition annualization, which generally reflects the incremental revenue that a particular acquisition consummated by an acquired entity, but before we acquired such entity, during the applicable fiscal period would have generated if such acquisition had been consummated on the first day of the applicable fiscal period, and (iii) cost synergies anticipated to be realized in the near-term, which generally reflects estimated vehicle operating, administrative, labour and disposal cost savings anticipated to be realized upon the integration of an acquired business as if such cost savings were realized at the beginning of the period, each adjusted to Adjusted EBITDA.

        We primarily use Run-Rate EBITDA to show how the Company would have performed if each of the interim acquisitions had been consummated at the start of the period as well as to show the impact of the annualization of certain new municipal and disposal contracts and cost savings initiatives. We also believe that Run-Rate EBITDA is useful to investors and creditors to monitor and evaluate our borrowing capacity and compliance with certain of our debt covenants as more particularly described under "—Liquidity and Capital Resources—Our Long Term Debt". However, because not all companies use identical calculations, our presentation of Run-Rate EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry. In addition, as described in more detail in notes to the table set forth under "—Liquidity and Capital Resources—Our Long-Term Debt", our Run-Rate EBITDA is based on a number of assumptions and estimates. See "Forward-Looking Statements". Our actual results of operations for each of the periods presented are significantly different from our Run-Rate EBITDA for those same periods. For more information regarding risk factors that could materially adversely affect our actual results of operations, see "Risk Factors".

        Because of these limitations, Run-Rate EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our actual historical results and using Run-Rate EBITDA only for supplemental purposes. For a description of risks related to Run-Rate EBITDA, see "Risk Factors—Risks Related to Our Business and Industry—Our Run-Rate EBITDA is based on certain estimates and assumptions and should not be regarded as a representation by us or any other person that we will achieve such operating results. Prospective investors should not place undue reliance on our Run-Rate EBITDA and should make their own independent assessment of our future results of operations, cash flows and financial condition".

        See "Our Long-Term Debt" in this MD&A for a reconciliation of net loss to each of EBITDA, Adjusted EBITDA, and Run-Rate EBITDA and "Segment Reporting" in this MD&A for a reconciliation of Adjusted EBITDA Margin as a percentage of revenue.

Adjusted SG&A

        Adjusted SG&A is a supplemental measure of SG&A used by management and other users of our financial statements, including our lenders and investors, to assess the ongoing selling, general and

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administrative costs incurred to run our business. Adjusted SG&A represents SG&A for the applicable period as adjusted to give effect to certain acquisition, integration and other costs incurred in respect of completed acquisitions and financing activities and unbilled revenue reversal, as well as the elimination of depreciation, amortization and share based payment expenses recognized within SG&A. Adjusted SG&A is intended to eliminate costs and expenses of acquiring businesses and the finance costs related to such acquisitions which are not indicative of the underlying business performance of such business. Adjusted SG&A is also intended to eliminate depreciation and amortization, as well as share based payment expenses, as these expenses can vary from period to period based on acquisitions and capital structure transactions, respectively, potentially impacting the ability to assess the underlying operating performance of our business. Adjusted SG&A is not prepared in accordance with IFRS or the pro forma rules of Regulation S-X promulgated by the SEC. In addition, because not all companies use identical calculations, our presentation of Adjusted SG&A may not be comparable to similarly titled measures of other companies, including companies in our industry. The following table sets forth a reconciliation of SG&A to Adjusted SG&A for the periods indicated.

	Successor						Successor						Predecessor
	Three months ended December 31, 2019 (92 days)			Three months ended December 31, 2018 (92 days)			Fiscal 2019			June 1, 2018 through December 31, 2018 (214 days)			Period ended May 31, 2018 (151 days)			Fiscal 2017
	(expressed in millions of dollars, except percentages)
Selling, general and administrative expenses	$	141.7		$	96.7		$	396.5		$	217.7		$	126.5		$	157.1
Depreciation expense		(5.5	)		(3.4	)		(23.1	)		(6.1	)		(3.2	)		(6.9	)
Share-based payments		(3.6	)		(2.0	)		(14.5	)		(2.0	)		(18.8	)		(5.1	)
Acquisition, integration and other costs(1)		(28.6	)		(38.5	)		(65.5	)		(103.7	)		(42.5	)		(20.8	)
Unbilled revenue reversal(2)		(31.6	)		—			(31.6	)		—			—			—
Adjusted SG&A	$	72.4		$	52.8		$	261.8		$	105.9		$	62.0		$	124.3

(1)

Consists of transaction fees, such as legal, consulting and other fees and expenses incurred in respect of acquisitions and financing activities completed during the period. Although we expect to incur similar costs in connection with other acquisitions and financings in the future, we add these costs back to SG&A because we believe these costs are not indicative of the cost base of our underlying operations as the quantum of such costs vary from period to period.

(2)

Consists of accumulated accruals to unbilled revenue from prior fiscal years relating to unbilled work in progress in our infrastructure & soil remediation segment that we no longer believe is recoverable.

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Results of Operations

Analysis of Results for the successor three month period ended December 31, 2019 compared to the successor three month period ended December 31, 2018 and the year ended December 31, 2019 compared to the Successor 2018 Period and the Predecessor 2018 Period

        The following tables summarize certain operating results and other financial data for the periods indicated.

	Successor
	Three months ended December 31, 2019 (92 days)			Three months ended December 31, 2018 (92 days)
	(expressed in millions of dollars)
Revenue	$	896.5		$	618.0
Expenses
Cost of sales		872.5			612.8
Selling, general and administrative expenses		141.7			96.7
Interest and other finance costs		151.3			148.1
Other (income) expenses		(14.2	)		38.7
		1,151.3			896.3
Loss before income taxes		(254.8	)		(278.4	)
Income tax recovery		(72.8	)		(99.9	)
Net loss	$	(182.0	)	$	(178.5	)

	Successor						Predecessor
	Fiscal 2019			Period ended December 31, 2018 (214 days)			Period ended May 31, 2018 (151 days)
	(expressed in millions of dollars)
Revenue	$	3,346.9		$	1,224.8		$	627.8
Expenses
Cost of sales		3,073.1			1,152.3			551.2
Selling, general and administrative expenses		396.5			217.7			126.5
Interest and other finance costs		532.2			242.2			127.4
Other (income) expenses		(45.8	)		45.2			14.4
		3,956.1			1,657.5			819.4
Loss before income taxes		(609.2	)		(432.7	)		(191.6	)
Income tax recovery		(157.6	)		(114.0	)		(26.9	)
Net loss	$	(451.6	)	$	(318.7	)	$	(164.7	)

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	Successor
	As at December 31, 2019		As at December 31, 2018
	(expressed in millions of dollars)
Cash	$	574.8	$	7.4
Total assets		12,323.8		11,071.6
Total long-term debt, including current portion(1)		7,684.0		6,288.7
Total liabilities		9,555.9		7,879.0
Total shareholders' equity		2,767.9		3,192.6

(1)

Total long-term debt consists of the current and long-term portions of long-term debt, including $58.7 million of secured lease obligations at December 31, 2019.

Revenue

        The following tables summarize revenue by service line for the periods indicated.

	Successor
	Three months ended December 31, 2019 (92 days)					Three months ended December 31, 2018 (92 days)
	Revenue					Revenue
	(expressed in millions of dollars)
Residential	$	214.7		23.9	%	$	146.9		23.8	%
Commercial/Industrial		283.9		31.7			184.3		29.8
Total Collection		498.6		55.6			331.2		53.6
Landfill		62.9		7.0			40.5		6.6
Transfer		87.9		9.8			44.8		7.2
Material Recycling		40.7		4.5			13.5		2.2
Other		48.6		5.4			37.8		6.1
Solid Waste		738.7		82.4			467.8		75.7
Infrastructure and Soil Remediation		151.4		16.9			108.6		17.6
Liquid Waste		100.4		11.2			85.8		13.9
Intercompany Revenue		(94.0	)	(10.5	)		(44.2	)	(7.2	)
	$	896.5		100.0	%	$	618.0		100.0	%

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	Successor										Predecessor
	Fiscal 2019					Period ended December 31, 2018 (214 days)					Period ended May 31, 2018 (151 days)
	Revenue					Revenue					Revenue
	(expressed in millions of dollars)
Residential	$	815.3		24.4	%	$	272.1		22.2	%	$	135.4		21.6	%
Commercial/Industrial		1,106.6		33.1			340.1		27.8			173.2		27.6
Total Collection		1,921.8		57.4			612.2		50.0			308.6		49.2
Landfill		234.7		7.0			76.8		6.3			37.0		5.9
Transfer		311.5		9.3			98.2		8.0			56.4		9.0
Material Recycling		94.3		2.8			63.9		5.2			39.6		6.3
Other		172.0		5.1			46.4		3.8			19.6		3.1
Solid Waste		2,734.3		81.7			897.5		73.3			461.2		73.5
Infrastructure and Soil Remediation		540.4		16.1			260.8		21.3			135.1		21.5
Liquid Waste		385.2		11.5			170.2		13.9			88.0		14.0
Intercompany Revenue		(313.1	)	(9.4	)		(103.6	)	(8.5	)		(56.5	)	(9.0	)
	$	3,346.9		100.0	%	$	1,224.8		100.0	%	$	627.8		100.0	%

        On a consolidated basis, revenue was $896.5 million for the successor three month period ended December 31, 2019, compared to $618.0 million in the successor three month period ended December 31, 2018, an increase of $278.5 million. The increase is primarily attributable to the impact of acquisitions and organic growth. Included in revenue for the successor three month period ended December 31, 2019 was revenue from acquisitions completed since October 1, 2018 of approximately $234.1 million. Highlights of the revenue increase attributable to organic growth include:

•

Approximately $14.9 million from price and surcharge increases in our solid waste collection and non-MRF post-collection operations. Partially offsetting these increases were lower post-collection volumes attributable to the impact of the planned closure of one of our landfills, lower special waste volumes and lower revenue from the sale of recyclables due to the impact of lower commodity prices for mixed paper and old corrugated cardboard;

•

Our infrastructure & soil remediation line of business continued to deliver strong organic growth reflecting higher infrastructure activity levels in the Greater Toronto Area, as well as the regional expansion of this business line into the Quebec and British Columbia markets, which drove higher soil volumes and infrastructure revenues for the successor three month period ended December 31, 2019 as compared to the successor three month period ended December 31, 2018; and

•

Higher revenue from increased industrial services across all of our geographies as well as higher selling prices for UMO, partially offset by lower volumes of UMO, a decrease we believe to be largely attributable to weather conditions during the period.

        On a consolidated basis, revenue was $3,346.9 million for Fiscal 2019, compared to $1,224.8 million in the Successor 2018 Period and $627.8 million in the Predecessor 2018 Period. The change between periods is primarily attributable to the difference in the number of days included in each of the periods and the impact of acquisitions and organic growth. Included in revenue for Fiscal 2019 was revenue from acquisitions completed since January 1, 2018 of approximately $1,346.7 million. Highlights of the revenue increase attributable to organic growth include:

•

Approximately $48.2 million from price and surcharge increases in our solid waste collection and non-MRF post-collection operations as well as $16.8 million from incremental collection volume.

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Partially offsetting these increases were lower post-collection volumes that we believe to be largely attributable to the impact of the planned closure of one of our landfills, lower volumes of special waste and lower revenue from the sale of recyclables due to the impact of lower commodity prices for mixed paper and old corrugated cardboard;

•

Our infrastructure & soil remediation line of business continued to deliver strong organic growth reflecting higher infrastructure activity levels in the Greater Toronto Area, as well as the regional expansion of this business line into the Quebec and British Columbia markets, which drove higher soil volumes and infrastructure revenues for Fiscal 2019 as compared to the Successor 2018 Period and the Predecessor 2018 Period; and

•

Higher revenue from increased industrial services across all of our geographies as well as higher selling prices for UMO, partially offset by lower volumes of UMO, a decrease we believe to be largely attributable to weather conditions during the period.

Cost of Sales

	Successor
	Three months ended December 31, 2019 (92 days)		% of Revenue			Three months ended December 31, 2018 (92 days)		% of Revenue
	(expressed in millions of dollars)
Transfer and disposal costs	$	231.4		25.8	%	$	150.5		24.4	%
Labour and benefits		217.5		24.3			153.3		24.8	%
Maintenance and repairs		73.7		8.2			52.4		8.5	%
Fuel		38.8		4.3			32.7		5.3	%
Depreciation expense		156.5		17.5			108.3		17.5	%
Amortization of intangible Assets		86.7		9.7			65.6		10.6	%
Other cost of sales		54.7		6.1			44.2		7.1	%
Acquisition rebranding and other integration costs		13.2		1.5			5.8		0.9	%
Cost of sales	$	872.5		97.3	%	$	612.8		99.2	%

	Successor										Predecessor
	Fiscal 2019		% of Revenue			Period ended December 31, 2018 (214 days)		% of Revenue			Period ended May 31, 2018 (151 days)		% of Revenue
	(expressed in millions of dollars)
Transfer and disposal costs	$	827.6		24.7	%	$	290.6		23.7	%	$	155.7		24.8	%
Labour and benefits		811.8		24.3			309.0		25.2			154.8		24.7
Maintenance and repairs		270.0		8.1			95.1		7.8			48.3		7.7
Fuel		155.9		4.7			64.8		5.3			35.2		5.6
Depreciation expense		442.3		13.2			172.1		14.1			63.1		10.1
Amortization of intangible Assets		334.1		10.0			127.5		10.4			40.9		6.5
Other cost of sales		195.0		5.8			80.1		6.5			44.4		7.1
Acquisition rebranding and other integration costs		36.4		1.1			13.0		1.1			8.7		1.4
Cost of sales	$	3,073.1		91.8	%	$	1,152.3		94.1	%	$	551.2		87.8	%

        Cost of sales were $872.5 million for the successor three month period ended December 31, 2019 compared to $612.8 million in the successor three month period ended December 31, 2018. Acquisitions completed since October 1, 2018 were the primary driver of the increase. Increased

93

headcount, volumes of waste and capital asset acquisitions related to the organic growth of our business also increased cost of sales for the successor three month period ended December 31, 2019 as compared to the successor three month period ended December 31, 2018.

        Cost of sales were $3,073.1 million for Fiscal 2019 compared to $1,152.3 million in the Successor 2018 Period and $551.2 million in the Predecessor 2018 Period. Acquisitions completed since January 1, 2018 were the primary driver of the increase. Increased headcount, volumes of waste and capital asset acquisitions related to the organic growth of our business also increased cost of sales for Fiscal 2019 as compared to the Successor 2018 Period and the Predecessor 2018 Period.

        Cost of sales as a percentage of revenue was 97.3% and 91.8% for the successor three month period ended December 31, 2019 and Fiscal 2019, respectively, compared to 99.2% for the successor three month period ended December 31, 2018, 94.1% for the Successor 2018 Period, and 87.8% for the Predecessor 2018 Period. The increases were primarily attributable to incremental depreciation and amortization arising from the Recapitalization and the Waste Industries Merger and were partially offset by a decrease in labour and benefits, a reduction in fuel, and acquisition rebranding and other integration costs as a percentage of revenue.

Selling, General and Administrative Expenses

	Successor
	Three months ended December 31, 2019 (92 days)		Three months ended December 31, 2018 (92 days)
	(expressed in millions of dollars)
Salaries and benefits	$	47.3	$	33.3
Depreciation expense		5.5		3.4
Share-based payments		3.6		2.0
Other		25.1		19.5
Unbilled revenue reversal		31.6		—
Acquisition, integration and other costs		28.6		38.5
Selling, general and administrative expenses	$	141.7	$	96.7

	Successor				Predecessor
	Fiscal 2019		Period ended December 31, 2018 (214 days)		Period ended May 31, 2018 (151 days)
	(expressed in millions of dollars)
Salaries and benefits	$	170.4	$	69.0	$	41.4
Depreciation expense		23.1		6.1		3.2
Share-based payments		14.5		1.9		18.8
Other		91.4		36.9		20.7
Unbilled revenue reversal		31.6		—		—
Acquisition, integration and other costs		65.5		103.7		42.5
Selling, general and administrative expenses	$	396.5	$	217.6	$	126.5

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        SG&A was $141.7 million for the successor three month period ended December 31, 2019, compared to $96.7 million in the successor three month period ended December 31, 2018. The increase was primarily attributable to incremental salaries, benefits and other costs related to the number and size of businesses acquired since October 1, 2018, the write off of unbilled revenue from prior fiscal years relating to unbilled work in progress in our infrastructure & soil remediation segment that we no longer believe is recoverable, an increase in share-based payments, the recognition of costs incurred in preparation for an initial public offering and an increase in acquisition, integration and other costs, primarily attributable to increased acquisition activity.

        SG&A was $396.5 million for Fiscal 2019, compared to $217.6 million in the Successor 2018 Period and $126.5 million in the Predecessor 2018 Period. The increase was primarily attributable to incremental salaries, benefits and other costs related to the number and size of businesses acquired since January 1, 2018, the write off of unbilled revenue from prior fiscal years relating to unbilled work in progress in our infrastructure & soil remediation segment that we no longer believe is recoverable and the recognition of costs incurred in preparation for an initial public offering. Partially offsetting these increases were a decrease in acquisition, integration and other costs, primarily attributable to costs of $56.1 million in the Successor 2018 Period and $27.1 million in the Predecessor 2018 Period incurred in respect of the Recapitalization. Share-based payments for the Predecessor 2018 Period included expenses associated with the accelerated amortization of the estimated fair value of share-based options recognized on the settlement and wind-up of the option plans on completion of the Recapitalization.

        SG&A as a percentage of revenue was 15.8% and 11.8% for the successor three month period ended December 31, 2019 and Fiscal 2019, respectively, compared to 15.6% for the successor three month period ended December 31, 2018, 17.8% for the Successor 2018 Period, and 20.1% for the Predecessor 2018 Period.

Interest and other finance costs

	Successor
	Three months ended December 31, 2019 (92 days)		Three months ended December 31, 2018 (92 days)
	(expressed in millions of dollars)
Interest	$	121.3	$	81.3
Amortization of deferred financing costs		2.6		2.6
Accretion of landfill closure and post-closure obligations		1.8		0.8
Other financing costs		25.6		63.4
Interest and other finance costs	$	151.3	$	148.1

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	Successor				Predecessor
	Fiscal 2019		Period ended December 31, 2018 (214 days)		Period ended May 31, 2018 (151 days)
	(expressed in millions of dollars)
Interest	$	472.7	$	149.5	$	85.1
Amortization of deferred financing costs		9.7		23.3		4.1
Accretion of landfill closure and post-closure obligations		6.1		1.2		1.3
Other financing costs		43.8		68.2		36.9
Interest and other finance costs	$	532.2	$	242.2	$	127.4

        Interest and other finance costs were $151.3 million and $532.2 million for the successor three month period ended December 31, 2019 and Fiscal 2019, respectively, compared to $148.1 million for the successor three month period ended December 31, 2018, $242.2 million for the Successor 2018 Period, and $127.4 million for the Predecessor 2018 Period.

        The increase in interest costs was primarily due to the overall increase in borrowings since January 1, 2018, and $9.0 million interest on lease obligations due to the adoption of IFRS 16 on January 1, 2019. Total borrowings at December 31, 2019 were approximately $1,258.5 million higher than total borrowings outstanding at December 31, 2018, reflecting incremental borrowings incurred primarily to fund the purchase price and transaction costs of business acquisitions completed subsequent to January 1, 2018. See "Description of Material Indebtedness".

        Amortization of deferred finance costs was $2.6 million for the successor three month period ended December 31, 2019 as compared to $2.6 million for the successor three month period ended December 31, 2018. Amortization of deferred finance costs was $9.7 million for Fiscal 2019, compared to $23.3 million for the Successor 2018 Period, and $4.1 million for the Predecessor 2018 Period. The decrease was primarily attributable to the write off of $18.0 million of deferred financing costs related to previously outstanding borrowings that were refinanced as part of the Recapitalization.

        The decrease in other financing costs for Fiscal 2019, compared to the Successor 2018 Period and Predecessor 2018 Period was due primarily to the $70.0 million non-cash loss related to the amendment of the Term Facility (as defined herein) in the Successor 2018 Period and a $33.2 million loss on the redemption premium paid on a note redemption in the Predecessor 2018 Period. In Fiscal 2019, other financing costs consisted primarily of $9.5 million of bank and bond fees, $22.8 million loss on the mark-to-market of derivatives, $1.8 million of discount amortization on the PIK Notes discounts, and $9.6 million amortization of the fair value adjustments on our bonds.

Other (income) expenses

        Other income for the successor three month period ended December 31, 2019 was $14.2 million as compared to other expenses of $38.7 million for the successor three month period ended December 31, 2018. The decrease was primarily attributable to a $14.3 million gain related to the non-cash foreign exchange loss arising from the revaluation of the unhedged portion of our U.S. dollar denominated debt to Canadian dollars for reporting purposes, based on the foreign exchange rate as at December 31, 2019, compared to a loss of $33.8 million for the successor three months ended December 31, 2018.

        Other income for Fiscal 2019 was $45.7 million, as compared to $45.2 million of other expenses for the Successor 2018 Period, and $14.3 million of other expenses for the Predecessor 2018 Period. The increase was primarily attributable to a $48.9 million gain primarily related to the non-cash foreign exchange gain arising from the revaluation of the unhedged portion of our U.S. dollar denominated debt to Canadian dollars for reporting purposes, based on the foreign exchange rate as at

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December 31, 2019, compared to a loss of $39.6 million for the Successor 2018 Period, and $6.0 million for the Predecessor 2018 Period, as well as a $10.6 million realized foreign exchange loss on a repayment of U.S. dollar denominated debt during the Predecessor 2018 Period. Partially offsetting this decrease was income of $3.2 million in cash received in the Predecessor 2018 Period on a settlement with a selling shareholder of our 2016 acquisition of a solid waste business in Michigan.

Provision for Income Taxes

        Income tax recovery was $72.8 million for the successor three month period ended December 31, 2019, compared to $99.9 million for the successor three month period ended December 31, 2018. The decrease was attributable to the initial recognition of all cumulative tax losses in the successor three months ended December 31, 2018 as a result of the acquisition of Waste Industries, whereas only the current period tax losses were recognized in the same period in 2019.

        Income tax recovery was $157.6 million for Fiscal 2019, compared to $114.0 million for the Successor 2018 Period, and $26.9 million for the Predecessor 2018 Period. The increase in Fiscal 2019 compared to the Successor 2018 Period and Predecessor 2018 Period was due to incremental tax losses primarily attributable to increased interest and depreciation expense. Our basis for recording income tax recoveries is due to the offsetting of deferred tax liabilities on our balance sheet.

Analysis of Results for the Successor 2018 Period and the Predecessor 2018 Period compared to Fiscal 2017

        The following tables summarize certain operating results and other financial data for the periods indicated.

	Successor			Predecessor
	Period ended December 31, 2018 (214 days)			Period ended May 31, 2018 (151 days)			Fiscal 2017
	(expressed in millions of dollars)
Revenue	$	1,224.8		$	627.8		$	1,333.1
Expenses
Cost of sales		1,152.3			551.2			1,145.1
Selling, general and administrative expenses		217.7			126.5			157.1
Interest and other finance costs		242.2			127.4			212.7
Other (income) expenses		45.2			14.4			(41.8	)
		1,657.5			819.4			1,473.0
Loss before income taxes		(432.6	)		(191.6	)		(140.0	)
Income tax recovery		(114.0	)		(26.9	)		(39.0	)
Net loss	$	(318.7	)	$	(164.7	)	$	(101.0	)

	Successor		Predecessor
	As at December 31, 2018		As at December 31, 2017
	(expressed in millions of dollars)
Cash and cash in escrow	$	7.4	$	12.6
Total assets		11,071.6		3,447.2
Total long-term debt, including current portion		6,288.7		2,461.5
Total liabilities		7,879.0		2,938.2
Total shareholders' equity		3,192.6		509.0

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Revenue

        The following table summarizes revenue by service line for the periods indicated.

	Successor					Predecessor
	Period ended December 31, 2018 (214 days)					Period ended May 31, 2018 (151 days)					Fiscal 2017
	(expressed in millions of dollars, except percentages)
Residential	$	272.1		22.2	%	$	135.4		21.6	%	$	311.1		23.3	%
Commercial/Industrial		340.1		27.8			173.2		27.6			338.7		25.4
Total collection		612.2		50.0			308.6		49.2			649.8		48.7
Landfill		76.8		6.3			37.0		5.9			99.7		7.5
Transfer		98.2		8.0			56.4		9.0			137.1		10.3
Material recycling		63.9		5.2			39.6		2.9			117.7		8.8
Other		46.4		3.8			19.6		6.5			36.5		2.7
Solid waste		897.5		73.3			461.2		73.5			1,040.8		78.1
Infrastructure & soil remediation		260.8		21.3			135.1		21.5			261.9		19.6
Liquid waste		170.2		13.9			88.0		14.0			172.6		12.9
Inter-company revenue		(103.6	)	(8.5	)		(56.5	)	(9.0	)		(142.3	)	(10.7	)
Total revenue	$	1,224.8		100.0	%	$	627.8		100.0	%	$	1,333.1		100.0	%

        On a consolidated basis, revenue was $1,224.8 million for the Successor 2018 Period and $627.8 million for the Predecessor 2018 Period, compared to $1,333.1 million in Fiscal 2017. The decrease in revenue in the Successor 2018 Period and the Predecessor 2018 period as compared to Fiscal 2017 is attributable to the difference in the number of days included in each of the periods, partially offset by the impact of acquisitions and organic growth. Highlights of organic growth realized during the Successor 2018 Period and the Predecessor 2018 Period include:

•

Across our solid waste operations, the impact of new municipal collection contracts and price increases in our commercial and industrial operations. Offsetting these increases in part was the impact of lower commodity prices as well as the impact of the planned closure of one of our landfills and lower volumes of special waste as compared to Fiscal 2017;

•

Our infrastructure & soil remediation segment continued to deliver strong organic growth reflecting higher infrastructure activity levels in the Greater Toronto Area; and

•

Higher industrial services activities, primarily in Central and Eastern Canada, stronger UMO prices, as well as increased emergency response events.

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Cost of Sales

	Successor					Predecessor
	Period ended December 31, 2018 (214 days)		% of Revenue			Period ended May 31, 2018 (151 days)		% of Revenue			Fiscal 2017		% of Revenue
	(expressed in millions of dollars, except percentages)
Transfer and disposal costs	$	290.6		23.7	%	$	155.7		24.8	%	$	346.0		26.0	%
Labour and benefits		309.0		25.2			154.8		24.7			297.4		22.3
Maintenance and repairs		95.1		7.8			48.3		7.7			98.5		7.4
Fuel		64.8		5.3			35.2		5.6			63.5		4.8
Depreciation expense		172.1		14.1			63.1		10.1			147.8		11.1
Amortization of intangible assets		127.5		10.4			40.9		6.5			84.4		6.3
Other cost of sales		80.1		6.5			44.4		7.1			96.8		7.3
Acquisition rebranding and other integration costs		13.0		1.1			8.7		1.4			10.7		0.8
Cost of sales	$	1,152.3		94.1	%	$	551.2		87.8	%	$	1,145.1		85.9	%

        Cost of sales were $1,152.3 million for the Successor 2018 Period and $551.2 million for the Predecessor 2018 Period, compared to $1,145.1 million in Fiscal 2017. The primary difference between the results for the Successor 2018 Period and the Predecessor 2018 Period compared to Fiscal 2017 is attributable to the shorter periods covered by the prior periods. Cost of sales as a percentage of revenue was 94.1% for the Successor 2018 Period and 87.8% for the Predecessor 2018 Period, compared to 85.9% for Fiscal 2017. The increase was primarily attributable to the impact of lower commodity pricing and higher commodity processing fees charged by MRF operators that resulted from changes in global recycling markets during 2018, the timing and mix of special waste volumes at our landfills, the impact of higher diesel fuel prices and the change in business mix across our three lines of business. Acquisition, rebranding and other integration costs increased during Successor 2018 Period due primarily to higher acquisition activity compared to Fiscal 2017.

        Amortization of landfill assets was $70.9 million for the Successor 2018 Period and $13.7 million for the Predecessor 2018 Period, compared to $40.4 million in Fiscal 2017. Included in depreciation expense for the Successor 2018 Period is a $34.0 million charge associated with the initial recognition and subsequent adjustment of the carrying amount of landfill closure and post closure obligations acquired in the Waste Industries Merger. Obligations acquired through business combinations are initially valued at fair value using a credit adjusted discount rate and then subsequently measured using a risk free rate. Reducing the discount rate to the risk free rate resulted in an adjustment to the landfill closure and post closure liability and an increase in amortization expense for the Successor 2018 Period.

Selling, General and Administrative Expenses

	Successor		Predecessor
	Period ended December 31, 2018 (214 days)		Period ended May 31, 2018 (151 days)		Fiscal 2017
	(expressed in millions of dollars)
Salaries and benefits	$	69.0	$	41.4	$	82.9
Depreciation expense		6.1		3.2		6.9
Share-based payments		1.9		18.7		5.1
Other		36.9		20.7		41.4
Acquisition, integration and other costs		103.7		42.5		20.8
Selling, general and administrative expenses	$	217.7	$	126.5	$	157.1

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        SG&A was $217.7 million for the Successor 2018 Period and $126.5 million for the Predecessor 2018 Period, compared to $157.1 million for Fiscal 2017. In the Successor 2018 Period, acquisition, integration and other costs included $71.7 million in professional fees and other transaction costs related to the Recapitalization and $15.2 million in transaction costs associated with the Waste Industries Merger. In the Predecessor 2018 Period, acquisition, integration and other costs included $31.9 million associated with the Recapitalization. Share-based payments for the Successor 2018 Period was $1.9 million and $18.8 million for the Predecessor 2018 Period, compared to $5.1 million for Fiscal 2017. Included in the Successor 2018 Period were share-based payments related to the option plan implemented by the Company following the Recapitalization. Included in the Predecessor 2018 Period were share-based payments associated with the accelerated amortization of the estimated fair value of share-based options recognized on the settlement and wind-up of the option plans on completion of the Recapitalization. SG&A as a percentage of revenue was 17.8% for the Successor 2018 Period, 20.1% for the Predecessor 2018 Period and 11.8% for Fiscal 2017.

Interest and Other Finance Costs

	Successor		Predecessor
	Period ended December 31, 2018 (214 days)		Period ended May 31, 2018 (151 days)		Fiscal 2017
	(expressed in millions of dollars)
Interest	$	149.5	$	85.1	$	183.0
Amortization of deferred finance costs		23.3		4.1		13.5
Accretion of landfill closure and post-closure obligations		1.2		1.3		1.4
Other finance costs		68.4		36.9		14.8
Interest and other finance costs	$	242.2	$	127.4	$	212.7

        Interest and other finance costs were $242.2 million for the Successor 2018 Period and $127.4 million for the Predecessor 2018 Period, compared to $212.7 million in Fiscal 2017. The change between periods is primarily attributable to the difference in the number of days included in each of the periods.

        Total borrowings at December 31, 2018 were approximately $4,011.1 million higher than total borrowings outstanding at December 31, 2017, reflecting incremental borrowings incurred primarily to fund business acquisitions and capital expenditures incurred since January 1, 2018 and the fees, expenses and costs incurred in connection with the Recapitalization and the Waste Industries Merger. See "Description of Material Indebtedness".

        The increase in amortization of deferred finance costs for the Successor 2018 Period compared to Fiscal 2017 was due primarily to the write-off of $18.0 million of deferred finance costs related to the 9.875% senior unsecured notes due 2021 (the "2021 Notes") that were redeemed in May 2018 and the repayment of the then outstanding term loan facility in May 2018, compared to the write-off in Fiscal 2017 of $5.3 million in deferred finance costs related to the redemption of the 7.875% senior unsecured notes due 2020 (the "2020 Notes") as well as to the overall increase in borrowing since January 1, 2017.

        The increase in other finance costs for the Successor 2018 Period and the Predecessor 2018 Period compared to Fiscal 2017 was due primarily to the $70.0 million dollar non-cash loss due to the amendment of the Term Facility (as defined herein) in the Successor 2018 Period and a $33.2 million loss on the redemption premium paid on a note redemption in the Predecessor 2018 Period. In Fiscal 2017, other finance costs consisted primarily of $13.5 million redemption premium paid on a note redemption in May 2017. The balance of the change was due to higher bank and bond fees year over year, offset by a gain on the mark-to-market derivative in the Successor 2018 Period.

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Other (income) expenses

        Other expenses was $45.2 million for the Successor 2018 Period and $14.4 million for the Predecessor 2018 Period, compared to other income of $41.8 million in Fiscal 2017. The increase in other expenses was primarily attributable to a $39.6 million loss primarily related to the non-cash foreign exchange loss arising from the revaluation of the unhedged portion of our U.S. dollar denominated debt to Canadian dollars for reporting purposes, based on the foreign exchange rate as at December 31, 2018, compared to a non-cash foreign exchange loss of $6.0 million, and a realized foreign exchange loss of $10.6 million on a repayment of U.S. dollar denominated debt in May 2018 and a $27.2 million non-cash gain on the revaluation of our unhedged U.S. dollar denominated debt as at December 31, 2017. Offsetting other expenses in part was income of $3.2 million in cash received in the Predecessor first three months of 2018 on a settlement with a selling shareholder of our 2016 acquisition of a solid waste business in Michigan.

Provision for Income Taxes

        Net income tax recovery for the Successor 2018 Period was $114.0 million and $26.9 million for the Predecessor 2018 Period, compared to $39.0 million in Fiscal 2017. Current income tax expense was $1.3 million for the Successor 2018 Period, $1.8 million for the Predecessor 2018 Period and $0.6 million in Fiscal 2017. The increase in the Successor 2018 Period and Predecessor 2018 Period, compared to Fiscal 2017 was primarily due to additional taxes due in respect of the number and size of acquisitions completed in 2018, and a non-recurring tax recovery in Fiscal 2017. Deferred tax recovery was $115.3 million for the Successor 2018 Period and $28.7 million for the Predecessor 2018 Period, compared to $39.6 million in Fiscal 2017. The increase in the Successor 2018 Period was mainly attributable to higher acquisition activity. Our basis for recording income tax recoveries is due to the offsetting of deferred tax liabilities on our balance sheet.

Segment Reporting

        Our main lines of business are the transporting, managing and recycling of solid and liquid waste and infrastructure & soil remediation services. We are divided into operating segments corresponding to the following lines of business: Solid Waste, which includes hauling, landfill, transfers and material recovery facilities; Infrastructure & Soil Remediation; and Liquid Waste.

        The operating segments are presented in accordance with the same criteria used for the internal report prepared for the chief operating decision-maker ("CODM") who is responsible for allocating the resources and assessing the performance of the operating segments. The CODM assesses the performance of the segments on several factors, including revenue and Adjusted EBITDA.

        To facilitate the discussion of the comparative periods, management presents certain segment financial information for the year ended December 31, 2018 on a combined basis in addition to the separate predecessor and successor periods. Such combined basis is equal to the sum of the financial information for the Predecessor 2018 Period and the Successor 2018 Period, which is presented as "Full Year 2018" in this section and elsewhere in this prospectus, including our historical financial information included herein. Full Year 2018 does not purport to represent what our actual consolidated results of operations would have been had the Recapitalization actually occurred on January 1, 2018 nor is it necessarily indicative of future consolidated results of operations.

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        The following tables provide a breakdown by operating segment of our revenue, Adjusted EBITDA, Adjusted EBITDA margin, capital expenditures and capital expenditures as a percentage of revenue for the periods indicated:

	Successor-December 31, 2019 (92 days)
	Reported Revenue		Adjusted EBITDA			Adjusted EBITDA Margin			Capital Expenditures		Capital Expenditures as a % of Revenue
	(expressed in millions of dollars, except percentages)
Solid Waste:
Canada	$	291.1	$	72.1			24.8	%	$	55.6		19.1	%
USA		363.7		102.6			28.2			63.9		17.6
Solid Waste		654.8		174.7			26.7			119.5		18.2
Infrastructure and Soil Remediation		149.6		26.1			17.4			6.0		4.0
Liquid Waste		92.1		17.1			18.6			8.3		9.0
Corporate		—		(9.1	)		—			10.2		—
	$	896.5	$	208.8			23.3	%	$	144.0		16.1	%

	Successor-December 31, 2018 (92 days)
	Reported Revenue			Adjusted EBITDA				Adjusted EBITDA Margin			Capital Expenditures			Capital Expenditures as a % of Revenue
	(expressed in millions of dollars, except percentages)
Solid Waste:
Canada		$	225.6		$	58.0			25.7	%		$	38.8		17.2	%
USA		208.1			45.8				22.0			26.3			12.6
Solid Waste		433.7			103.8				23.9			65.1			15.0
Infrastructure and Soil Remediation		108.8			20.4				18.8			4.8			4.4
Liquid Waste		75.5			15.9				21.1			8.8			11.7
Corporate		—			(5.4		)		—			9.6			—
		$	618.0		$	134.7			21.8	%		$	88.3		14.3	%

	Fiscal 2019
	Reported Revenue		Adjusted EBITDA				Adjusted EBITDA Margin			Capital Expenditures			Capital Expenditures as a % of Revenue
	(expressed in millions of dollars, except percentages)
Solid Waste:
Canada	$	1,012.0		$	266.2			26.3	%		$	143.9		14.2	%
USA	1,447.7			404.5				27.9			215.2			14.9
Solid Waste	2,459.6			670.8				27.3			359.1			14.6
Infrastructure and Soil Remediation	534.9			103.7				19.4			29.7			5.5
Liquid Waste	352.3			83.3				23.6			42.8			12.2
Corporate	—			(32.1		)		—			26.3			—
	$	3,346.9		$	825.7			24.7	%		$	457.8		13.7	%

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	Successor 2018 Period
	Segment Revenue		Adjusted EBITDA				Adjusted EBITDA Margin			Capital Expenditures			Capital Expenditures as a % of Revenue
	(expressed in millions of dollars, except percentages)
Solid waste:
Canada	$	520.8		$	143.0			27.5	%		$	71.6		13.7	%
USA	293.5			58.8				20.0			47.2			16.1
Solid waste	814.3			201.8				24.8			118.8			14.6
Infrastructure & soil remediation	258.7			56.4				21.8			11.9			4.6
Liquid waste	151.8			37.8				24.9			14.9			9.8
Corporate	—			(14.0		)		—			14.6			—
Total	$	1,224.8		$	282.0			23.0	%		$	160.3		13.1	%

	Predecessor 2018 Period
	Segment Revenue			Adjusted EBITDA				Adjusted EBITDA Margin			Capital Expenditures			Capital Expenditures as a % of Revenue
	(expressed in millions of dollars, except percentages)
Solid waste:
Canada		$	322.8		$	80.6			25.0	%		$	18.4		5.7	%
USA		93.9			17.3				18.4			12.8			13.6
Solid waste		416.7			97.9				23.5			31.2			7.5
Infrastructure & soil remediation		133.4			23.4				17.5			11.9			8.9
Liquid waste		77.7			15.2				19.5			4.9			6.4
Corporate		—			(9.2		)		—			4.2			—
Total		$	627.8		$	127.3			20.3	%		$	52.3		8.3	%

	Full Year 2018
	Segment Revenue		Adjusted EBITDA				Adjusted EBITDA Margin			Capital Expenditures			Capital Expenditures as a % of Revenue
	(expressed in millions of dollars, except percentages)
Solid waste:
Canada	$	843.6		$	223.7			26.5	%		$	90.0		10.7	%
USA	387.4			76.1				19.6			59.9			15.5
Solid waste	1,231.0			299.7				24.3			150.0			12.2
Infrastructure & soil remediation	392.1			79.7				20.3			23.8			6.1
Liquid waste	229.5			53.0				23.1			19.9			8.7
Corporate	—			(23.2		)		—			18.9			—
Total	$	1,852.6		$	409.3			22.1	%		$	212.5		11.5	%

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	Fiscal 2017
	Segment Revenue		Adjusted EBITDA				Adjusted EBITDA Margin			Capital Expenditures			Capital Expenditures as a % of Revenue
	(expressed in millions of dollars, except percentages)
Solid waste:
Canada	$	703.0		$	199.1			28.3	%		$	98.5		14.0	%
USA	230.8			47.3				20.5			45.3			19.6
Solid waste	933.8			246.4				26.4			143.8			15.4
Infrastructure & soil remediation	240.3			47.8				19.9			16.1			6.7
Liquid waste	158.9			30.8				19.4			20.1			12.6
Corporate	—			(18.4		)		—			23.2			—
Total	$	1,333.1		$	306.5			23.0	%		$	203.1		15.2	%

Solid Waste—Canada Segment Revenue was $291.1 million for the successor three month period ended December 31, 2019 compared to $225.6 million for the successor three month period ended December 31, 2018 representing an increase of $65.5 million or 29.0%. Acquisitions completed since October 1, 2018 contributed approximately $64.8 million of the revenue increase. Other factors contributing to the increase were price and surcharge increases of $5.2 million and $1.8 million in our collection and non-MRF post-collection operations, respectively. Partially offsetting these increases were $1.9 million from lower landfill volumes attributable to the planned closure of one of our landfills, $4.0 million from lower volumes of special waste and $0.2 million of lower revenue from our MRF operations attributable to lower commodity prices for mixed paper and old corrugated cardboard.

Solid Waste—Canada Segment Revenue was $1,012.0 million for Fiscal 2019 compared to $843.6 million for Full Year 2018 (comprised of $520.8 million for the Successor 2018 Period and $322.8 million for the Predecessor 2018 Period) representing an increase of $168.4 million or 20.0%. Acquisitions completed since January 1, 2018 contributed approximately $144.1 million of the revenue increase. Other factors contributing to the increase were price and surcharge increases of $26.6 million and $7.8 million in our collection and non-MRF post-collection operations, respectively, and $5.3 million from incremental collection volume, primarily attributable to our residential operations. Partially offsetting these increases were $13.6 million from lower non-MRF post-collection volumes largely attributable to the planned closure of one of our landfills and lower high margin volumes of special waste and $1.0 million of lower revenue from our MRF operations attributable to lower commodity prices for mixed paper and old corrugated cardboard.

Solid Waste—Canada Segment Adjusted EBITDA was $72.1 million for the successor three month period ended December 31, 2019 compared to $58.0 million for the successor three month period ended December 31, 2018 representing an increase of $14.1 million or 24.3%. The increase in Adjusted EBITDA is primarily attributable to the previously described increase in revenues, partially offset by $2.2 million from the impact of the planned closure of one of our landfills at the end of 2018. Adjusted EBITDA margin in our Solid Waste—Canada segment was 24.8% for the successor three month period ended December 31, 2019, a decrease of 90 basis points from the 25.7% Adjusted EBITDA margin realized for the successor three month period ended December 31, 2018. The margin contraction period over period is primarily attributable to the impact of recent margin decretive acquisitions, the impact of the planned landfill closure and lower high margin volumes of special waste and by lower commodity prices. Partially offsetting these decreases were the flow through impact of price increases, a reduction in fixed costs as a percentage of revenue as a result of the increased scale of our operations and the impact of the adoption of IFRS 16.

Solid Waste—Canada Segment Adjusted EBITDA was $266.2 million for Fiscal 2019 compared to $223.6 million for Full Year 2018 (comprised of $143.0 million for the Successor 2018 Period and

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$80.6 million for the Predecessor 2018 Period) representing an increase of $42.6 million or 19.0%. The increase in Adjusted EBITDA is primarily attributable to the previously described increase in revenues, partially offset by: $8.0 million from the impact of the planned closure of one of our landfills at the end of 2018 and $0.8 million from lower selling prices relating to the sale of recyclable materials. Adjusted EBITDA margin in our Solid Waste—Canada segment was 26.3% for Fiscal 2019, a decrease of 20 basis points from the 26.5% Adjusted EBITDA margin realized in Full Year 2018. The margin contraction period over period is primarily attributable to the impact of recent margin decretive acquisitions, the impact of the planned landfill closure and lower high margin volumes of special waste and by lower commodity prices. Partially offsetting these decreases were the flow through impact of price increases, a reduction in fixed costs as a percentage of revenue as a result of the increased scale of our operations and the impact of the adoption of IFRS 16.

Solid Waste—USA Segment Revenue was $363.7 million for the successor three month period ended December 31, 2019 compared to $208.1 million for the successor three month period ended December 31, 2018 representing an increase of $155.6 million or 74.8%. Acquisitions completed since October 1, 2018 contributed approximately $141.1 million of the revenue increase. Other factors contributing to the increase were price and surcharge increases of $7.6 million in our collection operations and $10.0 million from incremental collection volumes. Partially offsetting these increases were $0.6 million of lower revenue from our MRF operations attributable to lower commodity prices for mixed paper and old corrugated cardboard and $4.6 million from a lower average foreign exchange rate during the successor three month period ended December 31, 2019 as compared to the same period in the prior year.

Solid Waste—USA Segment Revenue was $1,447.6 million for Fiscal 2019 compared to $387.4 million for Full Year 2018 (comprised of $293.5 million for the Successor 2018 Period and $93.9 million for the Predecessor 2018 Period) representing an increase of $1,060.2 million or 273.7%. Acquisitions completed since January 1, 2018 contributed approximately $1,037.8 million of the revenue increase. Other factors contributing to the increase were price and surcharge increases of $13.5 million in our collection operations and $11.5 million from incremental collection volumes. Partially offsetting these increases were $6.0 million of lower revenue from our MRF operations attributable to lower commodity prices for mixed paper and old corrugated cardboard.

Solid Waste—USA Segment Adjusted EBITDA was $102.6 million for the successor three month period ended December 31, 2019 compared to $45.8 million for the successor three month period ended December 31, 2018 representing an increase of $56.8 million or 124.0%. The increase in Adjusted EBITDA is primarily attributable to the previously described increase in revenues, partially offset by $1.0 million from lower selling prices of recyclables together with lower rebates received from third party processors of our recyclable volumes. Adjusted EBITDA margin in our Solid Waste—USA segment was 28.2% for the successor three month period ended December 31, 2019, an increase of 620 basis points from the 22.0% Adjusted EBITDA margin realized in the successor three month period ended December 31, 2018. The margin expansion period over period is primarily attributable to the impact of the margin accretive Waste Industries Merger, the flow through impact of price increases and the impact of the adoption of IFRS 16, partially offset by lower commodity prices and rebates.

Solid Waste—USA Segment Adjusted EBITDA was $404.5 million for Fiscal 2019 compared to $76.1 million for Full Year 2018 (comprised of $58.8 million for the Successor 2018 Period and $17.3 million for the Predecessor 2018 Period) representing an increase of $328.4 million. The increase in Adjusted EBITDA is primarily attributable to the previously described increase in revenues, partially offset by $7.5 million from lower selling prices of recyclables together with lower rebates received from third party processors of our recyclable volumes. Adjusted EBITDA margin in our Solid Waste—USA segment was 27.9% for Fiscal 2019, an increase of 8.3% from the 19.6% Adjusted EBITDA margin realized in Full Year 2018. The margin expansion period over period is primarily attributable to the

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impact of the margin accretive Waste Industries Merger, the flow through impact of price increases and the impact of the adoption of IFRS 16, partially offset by lower commodity prices and rebates.

Infrastructure & Soil Remediation Segment Revenue was $149.6 million for the successor three month period ended December 31, 2019 compared to $108.8 million for the successor three month period ended December 31, 2018 representing an increase of $40.8 million or 37.5%. Continued strength in overall infrastructure sector activity in the Greater Toronto Area as well as the regional expansion of this business line into the Québec and British Columbia markets drove the significant volume growth across all of our soil facilities.

Infrastructure & Soil Remediation Segment Revenue was $534.9 million for Fiscal 2019 compared to $392.1 million for Full Year 2018 (comprised of $258.7 million for the Successor 2018 Period and $133.4 million for the Predecessor 2018 Period) representing an increase of $142.8 million or 36.4%. Continued strength in overall infrastructure sector activity in the Greater Toronto Area as well as the regional expansion of this business line into the Québec and British Columbia markets drove the significant volume growth across all of our soil facilities. Additionally, acquisitions completed subsequent to January 1, 2018 contributed approximately $62.1 million to the increase over the prior periods.

Infrastructure & Soil Remediation Segment Adjusted EBITDA was $26.1 million for the successor three month period ended December 31, 2019 compared to $20.4 million for the successor three month period ended December 31, 2018 representing an increase of $5.7 million or 27.9%, primarily due to increased revenue. Adjusted EBITDA margin in the successor three month period ended December 31, 2019 was 17.5% down from 18.7% in the successor three months ended December 31, 2018. Margins were impacted by the initial mobilization costs associated with the geographic expansion of the business, which caused increases in employee costs, third party trucking and equipment rental expenses as a percentage of revenue.

Infrastructure & Soil Remediation Segment Adjusted EBITDA was $103.7 million for Fiscal 2019 compared to $79.7 million for Full Year 2018 (comprised of $56.4 million for the Successor 2018 Period and $23.4 million for the Predecessor 2018 Period) representing an increase of $24.0 million or 30.1%, primarily due to the contribution from acquisitions completed subsequent to January 1, 2018. Adjusted EBITDA margin in Fiscal 2019 decreased to 19.4% from 20.3% in Full Year 2018. Margins were impacted by the initial mobilization costs associated with the geographic expansion of the business, which caused increases in employee costs, third party trucking and equipment rental expenses as a percentage of revenue.

Liquid Waste Segment Revenue was $92.1 million for the successor three month period ended December 31, 2019 compared to $75.5 million for the successor three month period ended December 31, 2018 representing an increase of $16.6 million or 22.0%. Acquisitions completed since October 1, 2018 contributed approximately $11.0 million of the increase. The balance of the revenue increase is due primarily to increased industrial services activity across Canada and higher UMO selling prices, partially offset by lower volumes of UMO, a decrease we believe to be largely attributable to an increased focus on inventory management practices by the purchasers of UMO.

Liquid Waste Segment Revenue was $352.3 million for Fiscal 2019 compared to $229.5 million for Full Year 2018 (comprised of $151.8 million for the Successor 2018 Period and $77.7 million for the Predecessor 2018 Period) representing an increase of $122.8 million or 53.5%. Acquisitions completed since January 1, 2018 contributed approximately $102.8 million of the increase. The balance of the revenue increase is due primarily to increased industrial services activity across Canada and higher UMO selling prices, partially offset by lower volumes of UMO, a decrease we believe to be largely attributable to weather conditions during the first half of the year and an increased focus on inventory management practices by the purchasers of UMO.

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Liquid Waste Segment Adjusted EBITDA was $17.1 million for the successor three month period ended December 31, 2019 compared to $15.9 million for the successor three month period ended December 31, 2018 representing an increase of $1.2 million or 7.5%. Liquid Waste Segment Adjusted EBITDA was $83.3 million for Fiscal 2019 compared to $53.0 million for Full Year 2018 (comprised of $37.8 million for the Successor 2018 Period and $15.2 million for the Predecessor 2018 Period) representing an increase of $30.3 million or 57.2%.

        Liquid Waste Segment Adjusted EBITDA margin decreased to 18.6% in the successor three month period ended December 31, 2019 compared to 21.1% in the successor three month period ended December 31, 2018 and increased to 23.6% in Fiscal 2019, compared to 23.1% for Full Year 2018. Margin compression from lower volumes of high margin emergency response services, costs associated with our geographic expansion in eastern Canada and the impact high sulphur fuel oil price volatility during the second half of 2019 offset the impact of the margin accretive acquisition of our first liquid waste platform in the United States that we completed in 2018, coupled with the continued success in diversifying the historically UMO focused service offerings of our Western Canada liquid waste operations to include a broader array of industrial services.

        For the successor three month period ended December 31, 2019, corporate costs were $9.1 million compared to $5.4 million for the successor three month period ended December 31, 2018 representing an increase of $3.7 million or 68.5%. For Fiscal 2019, corporate costs were $32.1 million compared to $23.2 million for Full Year 2018 (comprised of $14.0 million for the Successor 2018 Period and $9.2 million for the Predecessor 2018 Period) representing an increase of $8.9 million or 38.3%. The increase was attributable to merit increases, additional headcount and overhead costs to support the growth in the business.

Operating Segment Revenue and Adjusted EBITDA for Full Year 2018 and Fiscal 2017

Solid Waste—Canada Segment Revenue was $843.6 million for Full Year 2018 (comprised of $520.8 million for the Successor 2018 Period and $322.8 million for the Predecessor 2018 Period), compared to $703.0 million for Fiscal 2017, representing an increase of $140.6 million or 20.0%. Acquisitions completed since January 1, 2017 contributed approximately $103.4 million of the revenue increase. Other factors contributing to the increase were price and surcharge increases of $18.0 million and $4.7 million in our collection and non-MRF post-collection operations, respectively and collection volume increases, primarily attributable to new municipal contracts, of $12.2 million. Partially offsetting these increases were decreased revenues from the sale of recyclable materials of $5.6 million due to lower commodity prices and decreased revenues in our post-collection businesses of $11.8 million due to lower volumes primarily attributable to the closure of one of our landfills at the end of the prior year and lower volumes of special waste as compared to the prior year.

Solid Waste—Canada Segment Adjusted EBITDA was $223.7 million for Full Year 2018 (comprised of $143.0 million for the Successor 2018 Period and $80.6 million for the Predecessor 2018 Period) compared to $199.1 million for Fiscal 2017, representing an increase of $24.6 million or 12.4%. The increase in Adjusted EBITDA is primarily attributable to the previously described increase in revenues partially offset by: (i) $3.2 million in higher diesel expenses due to diesel price increases that have yet to be passed on to customers, (ii) $4.8 million from lower selling prices of recyclables, (iii) $5.4 million from the impact of the closure of a landfill and a transfer station in Fiscal 2017, and (iv) $4.0 million from lower volumes of special waste volumes at landfills in Eastern Canada. Adjusted EBITDA margins in our Solid Waste—Canada segment were 26.5% for Full Year 2018, a decrease from 28.3% in Fiscal 2017. The margin contraction year over year is primarily attributable to lower commodity prices, higher diesel fuel costs and the impact of the landfill and transfer station closures and lower special waste volumes previously described.

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Solid Waste—USA Segment Revenue was $387.4 million for Full Year 2018 (comprised of $293.5 million for the Successor 2018 Period and $93.9 million for the Predecessor 2018 Period) compared to $230.8 million for Fiscal 2017, representing an increase of $156.6 million or 67.9%. Acquisitions completed since January 1, 2017 contributed approximately $173.0 million of incremental revenue and new residential collection volume contributed $18.2 million of incremental revenue. Partially offsetting these increases were decreased revenues from the sale of recyclable materials of $20.3 million due to lower commodity prices and $4.0 million of decreased revenues in our industrial collection business largely attributable to the loss of low quality roll-off revenue acquired through acquisitions in the second half of Fiscal 2017.

Solid Waste—USA Segment Adjusted EBITDA was $76.1 million for Full Year 2018 (comprised of $58.8 million for the Successor 2018 Period and $17.3 million for the Predecessor 2018 Period) compared to $47.3 million for Fiscal 2017, representing an increase of $28.8 million or 60.8%. The increase in Adjusted EBITDA is primarily attributable to the previously described increase in revenues partially offset by $3.5 million in higher diesel expenses due to diesel price increases that have yet to be passed on to customers and $7.9 million from lower selling prices of recyclables together with lower rebates received from third party processors of our recyclable volumes. Adjusted EBITDA margins for our Solid Waste—USA segment was 19.6% for Full Year 2018, a decrease from 20.5% for Fiscal 2017. The margin contraction year over year is primarily attributable to lower commodity prices and higher diesel fuel costs previously described, partially offset by the impact of the margin accretive Waste Industries Merger.

Infrastructure & Soil Remediation Segment Revenue was $392.1 million for Full Year 2018 (comprised of $258.7 million for the Successor 2018 Period and $133.4 million for the Predecessor 2018 Period) compared to $240.3 million for Fiscal 2017 representing an increase of $151.7 million or 63.1%. Continued strength in infrastructure sector activity in the Greater Toronto Area drove strong organic revenue growth of approximately $69.6 million from higher soil volumes across our facilities and infrastructure revenues compared to the prior year, with acquisitions contributing the balance of the increase.

Infrastructure & Soil Remediation Segment Adjusted EBITDA was $79.7 million for Full Year 2018 (comprised of $56.4 million for the Successor 2018 Period and $23.3 million for the Predecessor 2018 Period) compared to $47.8 million for Fiscal 2017, representing an increase of $31.9 million or 66.8%. Adjusted EBITDA margin for Full Year 2018 increased to 20.3% from 19.9% for Fiscal 2017. The margin expansion is largely attributable to the efficiencies realized from the continued integration and refinement of our customer service offerings in this operating segment.

Liquid Waste Segment Revenue was $229.5 million for Full Year 2018 (comprised of $151.8 million for the Successor 2018 Period and $77.7 million for the Predecessor 2018 Period) compared to $158.9 million for Fiscal 2017 representing an increase of $70.6 million or 44.4%. Acquisitions completed during the period contributed approximately $53.2 million of the year over year increase. The balance of the revenue increase in Full Year 2018 is due primarily to increased industrial services activity in Eastern and Central Canada, higher UMO prices and volumes compared to Fiscal 2017, as well as increased emergency response revenue in Western Canada.

Liquid Waste Segment Adjusted EBITDA was $53.0 million for Full Year 2018 (comprised of $37.8 million for the Successor 2018 Period and $15.2 million for the Predecessor 2018 Period) compared to $30.8 million for Fiscal 2017. Adjusted EBITDA margin increased to 23.1% from 19.4% due primarily due to our continued success in diversifying the historically UMO-focused service offering of our Western Canada liquid waste operations to include a broader array of industrial services, higher UMO selling prices year over year, the successful integration of a highly complementary acquisition in Eastern Canada and the margin accretive acquisition of our first liquid waste platform in the United States.

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        For Full Year 2018, corporate costs were $23.2 million (comprised of $14.0 million for the Successor 2018 Period and $9.2 million for the Predecessor 2018 Period) compared to $18.4 million for Fiscal 2017, an increase of $4.7 million or 25.7%. The year over year increase is attributable to merit increases and additional headcount to support the growth in the business. As a percentage of revenue, corporate costs decreased to 1.3% from 1.4% for Full Year 2018 compared to Fiscal 2017.

Liquidity and Capital Resources

        Our primary sources of liquidity include cash on-hand, cash provided by our operations and amounts available for borrowing under our credit facilities and capital-raising activities in the debt and equity capital markets. As of December 31, 2019, we had $574.8 million in cash and working capital of ($19.6) million as compared to cash and working capital of $7.4 million and ($7.6) million, respectively, at December 31, 2018. Working capital is calculated as current assets less current liabilities, excluding cash. There were no restricted cash balances as of December 31, 2019 or December 31, 2018. Our remaining borrowing capacity on our revolving credit and swingline facility as of December 31, 2019 was $573.7 million and US$40.0 million.

Our Long-Term Debt

        Please refer to the notes to the consolidated financial statements found elsewhere in this prospectus for detailed information regarding our long-term debt and the Revolving Credit Facility, scheduled maturities of long-term debt and affirmative and negative covenants. Among other things, we are required to maintain a consolidated total net "funded" debt to Run-Rate EBITDA ratio equal to or less than 8.00:1.00. Such ratio, for purposes of the Revolving Credit Facility, is calculated following each quarter and is based on information for the most recently ended four fiscal quarters for which internal financial information is available by dividing our net "funded" debt as of the end of such period by our Run-Rate EBITDA for such period. Run-Rate EBITDA for purposes of our Revolving Credit Facility is calculated in accordance with our presentation of Run-Rate EBITDA below. If we fail to meet such covenant, such failure could limit our ability to borrow under our Revolving Credit Facility and/or may result in an event of default under our Revolving Credit Facility or other of our long-term debt instruments, which, if not cured or waived, could result in our being required to repay these borrowings before their due date.

        For the year ended December 31, 2019, based on a Run-Rate EBITDA of $924.7 million, our consolidated total net "funded" debt to Run-Rate EBITDA ratio was 6.85 to 1.00. As of December 31, 2019, we were in compliance with all debt covenants. Net "funded" debt is calculated under our Revolving Credit Facility by starting with the long-term indebtedness shown on our most recent balance sheet plus lease obligations that are set forth separately from our long-term indebtedness on our balance sheet minus cash on hand. Next, we subtract the PIK Notes because they are obligations of an entity that is outside of the credit group for purposes of the Revolving Credit Facility. Finally, we incorporate adjustments to the carrying amount of certain indebtedness for items such as, foreign currency exchange swaps, currency derivatives, fair value adjustments and deferred financing fees. As at December 31, 2019, our net "funded" debt was $6,332.8 million, which we calculated based on total indebtedness at December 31, 2019 of $7,625.0 million plus $192.0 million of lease obligations (which includes $58.7 million of secured lease obligations), less (i) a $(47.9) million adjustment to the carrying amount of the U.S. dollar denominated Term Facility and Notes that are recognized on the balance sheet in Canadian dollars at the spot rate to reflect the Canadian dollar carrying amount after giving effect to the foreign exchange swaps, (ii) the $1,008.0 million carrying amount of the PIK Notes, (iii) $31.1 million of net carrying amount of derivative instruments included in long term indebtedness, (iv) $(34.3) million fair value adjustment on our Notes, (v) $(51.6) million of deferred finance costs, (vi) $4.1 million premium on the Secured Notes, and (vii) $574.8 million of cash.

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        The following table sets forth a reconciliation of net loss to Adjusted EBITDA and Run-Rate EBITDA for the periods indicated. Adjusted EBITDA and Run-Rate EBITDA are not IFRS measures and should not be considered in isolation, or as a substitute for our results as reported under IFRS.

	Three months ended December 31, 2019 (92 days)			Three months ended December 31, 2018 (92 days)			Fiscal 2019			Full Year 2018			Successor 2018 Period			Predecessor 2018 Period			Fiscal 2017
Net Loss		(180.4	)		(178.5	)		(451.6	)		(483.3	)		(318.7	)		(164.7	)		(101.0	)
Add:
Interest and other finance costs		150.4			148.1			532.2			369.6			242.2			127.4			212.7
Depreciation and amortization of property, plant, equipment and landfill assets		161.9			111.7			465.3			244.5			178.2			66.3			154.7
Amortization of intangible assets		86.7			65.6			334.1			168.4			127.5			40.9			84.4
Income tax recovery		(72.8	)		(99.9	)		(157.8	)		(140.9	)		(114.0	)		(26.9	)		(39.0	)
EBITDA		145.9			47.0			722.5			158.3			115.3			43.0			311.8
Add:
(Gain) loss on foreign exchange and sale of property, plant and equipment(a)		(14.3	)		38.8			(47.8	)		60.8			44.3			16.5			(24.4	)
Share-based payments(b)		3.6			2.0			14.5			20.7			2.0			18.8			5.1
Other income(c)		—			—			—			(3.2	)		(0.1	)		(3.2	)		(19.4	)
Acquisition, integration and other costs(d)		28.6			38.5			65.5			146.2			103.7			42.5			20.8
Acquisition, rebranding and other integration costs(e)		13.2			5.8			36.4			21.7			13.0			8.7			10.7
Unbilled revenue reversal(f)		31.6			—			31.6			—			—			—			—
Mark-to-market loss on fuel hedge		0.1			2.8			1.0			2.8			2.8			—			—
Deferred purchase consideration		—			—			2.0			2.0			1.0			1.0			2.0
Adjusted EBITDA		208.8			134.7			825.8			409.3			282.0			127.3			306.5
Add:
Acquisition EBITDA adjustments(g)								98.9
Run-Rate EBITDA(h)								924.7

(a)

Consists of (i) non-cash gains and losses on foreign exchange and interest rate swaps entered into in connection with our debt instruments, (ii) gains and losses recognized on the sale of property, plant or equipment where proceeds are greater than or less than their carrying value, and (iii) gains and losses attributable to foreign exchange rate fluctuations.

(b)

This is a non-cash item and consists of the amortization of the estimated fair market value of share-based options granted to certain directors and members of management under share-based option plans.

(c)

Consists of cash proceeds received in connection with a settlement with a selling shareholder in connection with our 2016 acquisition of a solid waste business in Michigan.

(d)

Consists of legal, consulting and other fees and expenses incurred in respect of acquisitions and financing activities completed during the period and severance costs relating to restructuring activities. We expect to incur similar costs in connection with other acquisitions in the future.

(e)

Consists of costs related to the rebranding of equipment acquired through business acquisitions and other integration costs. We may incur similar expenditures in the future in connection with other acquisitions.

(f)

Consists of accumulated accruals to unbilled revenue from prior fiscal years relating to unbilled work in progress in our infrastructure & soil remediation segment that we no longer believe is recoverable.

(g)

Represents management's estimate of the Acquisition EBITDA for the businesses we acquired in the 12 months ended December 31, 2019, as if such businesses had been acquired on January 1, 2019, calculated as permitted under our debt covenants. Does not include $130 million of Acquisition EBITDA that management estimates it will generate from the Interim Acquisitions. Management's estimates are based on its due diligence of the acquired business' most recently available historical financial information at the time of the acquisition, as adjusted to eliminate expenses related to the prior owners and certain other costs and expenses that are not indicative of the underlying business performance of the

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acquired business, if any. Further adjustments are made to such historical financial information to reflect estimated operating cost savings, if any, anticipated to be realized upon acquisition and integration of the business. We use Acquisition EBITDA for the acquired businesses to adjust our Adjusted EBITDA to include a proportional amount of the Acquisition EBITDA based on the respective number of months of operation prior to the date of the acquisition. The adjustments reflect monthly allocations of estimated Acquisition EBITDA. For more information regarding risks associated with Acquisition EBITDA, see "Risk Factors—Risks Related to our Business and Industry—We may not be able to achieve management's estimate of the Run-Rate EBITDA of the acquired businesses outlined under 'Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Long-Term Debt' " and "Risk Factors—Risks Related to our Business and Industry—Our Run-Rate EBITDA is based on certain estimates and assumptions and should not be regarded as a representation by us or any other person that we will achieve such operating results. Prospective investors should not place undue reliance on our Run-Rate EBITDA and should make their own independent assessment of our future results of operations, cash flows and financial condition".

(h)

Run-Rate EBITDA is not a measurement of our historical financial performance under IFRS and should not be considered as an alternative to net income/loss or operating cash flows determined in accordance with IFRS nor any other performance measures derived in accordance with IFRS.

We present Run-Rate EBITDA because we believe it represents an estimate of the potential of our ongoing operations to generate Adjusted EBITDA if the acquisitions referred to in footnote (g) above had closed on the dates noted. We also utilize Run-Rate EBITDA to measure certain financial ratios and adjustments referred to in footnote (g) permitted by our Credit Agreements and the indentures governing our Notes. These "as if" estimates of potential operating results were not prepared in accordance with IFRS or the pro forma rules of Regulation S-X promulgated by the SEC. The presentation of Run-Rate EBITDA should not be construed as an inference that our future results will be consistent with these "as if" estimates. Furthermore, while Run-Rate EBITDA gives effect to management's estimate of a full year of EBITDA in respect of acquisitions completed in the applicable period, Run-Rate EBITDA does not give effect to any EBITDA in respect of such acquisitions for any period prior to such applicable period. As a result, the Run-Rate EBITDA across different periods may not necessarily be comparable.

In addition, because not all companies use identical calculations, our presentation of Run-Rate EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry. In addition, as described in more detail in notes to the tables set forth in this "—Liquidity and Capital Resources—Our Long-Term Debt", our Run-Rate EBITDA is based on a number of assumptions and estimates. See "Forward-Looking Statements". Our actual results of operations for each of the periods presented are significantly different from our Run-Rate EBITDA for those same periods. For more information regarding risk factors that could materially adversely affect our actual results of operations, see "Risk Factors".

Because of these limitations, Run-Rate EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our actual historical results and using Run-Rate EBITDA only for supplemental purposes. For a description of risks related to Run-Rate EBITDA, see "Risk Factors—Risks Related to Our Business and Industry—Our Run-Rate EBITDA is based on certain estimates and assumptions and should not be regarded as a representation by us or any other person that we will achieve such operating results. Prospective investors should not place undue reliance on our Run-Rate EBITDA and should make their own independent assessment of our future results of operations, cash flows and financial condition".

        Our principal use of funds is for operating expenses, capital expenditures and debt service requirements. We intend to meet our currently anticipated capital requirements through cash flow from operations and borrowing capacity under our Revolving Credit Facility. We expect that these sources will be sufficient to meet our current operating capital needs, as well as to fund certain tuck in acquisitions consistent with our strategy. In addition, we believe that our capital structure provides us with significant financial flexibility to pursue our growth strategy and capitalize on growth opportunities. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions. Our ability to fund operating expenses, capital expenditures and future debt service requirements will depend on, among other things, our future operating performance, which will be affected by general economic, financial and other factors, including factors beyond our control. See "—Summary of Factors Affecting our Performance" and the section titled "Risk Factors" discussed elsewhere in this prospectus.

        As of December 31, 2019, we had outstanding:

•

US$2,580.2 million under the Term Facility;

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•

US$350.0 million of our 2022 Notes, US$400.0 million of our 2023 Notes, US$675.0 million of our 2026 Notes, US$600.0 million of our 2027 Notes and US$500.0 million of our Secured Notes;

•

Nil under the Revolving Credit Facility; and

•

$1,008.0 million of our PIK Notes.

        See "Description of Material Indebtedness".

Cash Flows for the successor three month period ended December 31, 2019 compared to the successor three month period ended December 31, 2018, and the year ended December 31, 2019 compared to the Successor 2018 Period and the Predecessor 2018 Period, respectively

	Successor
	Three months ended December 31, 2019 (92 days)			Three months ended December 31, 2018 (92 days)
Cash flows from operating activities	$	133.0		$	133.3
Cash flows used in investing activities		(236.3	)		(3,991.6	)
Cash flows from financing activities		674.5			3,844.7
Increase (decrease) in cash		571.3			(13.6	)
Changes due to foreign exchange		3.5			21.0
Cash, beginning of year		0.0			0.0
Cash, end of year	$	574.8		$	7.4

	Successor						Predecessor
	Fiscal 2019			Period ended December 31, 2018 (214 days)			Period ended May 31, 2018 ended (151 days)
Cash flows (used in) from operating activities	$	251.0		$	29.4		($	10.1	)
Cash flows used in investing activities		(1,166.9	)		(6,806.6	)		(371.2	)
Cash flows from financing activities		1,479.0			6,663.1			488.7
Increase (decrease) in cash		563.2			(114.1	)		107.4
Changes due to foreign exchange		4.2			27.0			(12.9	)
Cash, beginning of year		7.4			94.5			0.0
Cash, end of year	$	574.8		$	7.4		$	94.5

Operating Activities

        For the successor three month period ended December 31, 2019, cash flows from operating activities before considering changes in non-cash working capital decreased to $5.0 million from $25.8 million in the successor three month period ended December 31, 2018. The decrease was attributable to an increase in acquisition integration costs, partially offset by an increase in Adjusted EBITDA.

        Changes in non-cash working capital items resulted in a source of cash of $127.2 million for the successor three month period ended December 31, 2019. This source was primarily the result of a $54.7 million decrease in accounts receivable, a $10.2 million decrease in prepaid expenses and other

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assets, and a $62.4 million increase in accounts payable and accrued liabilities, offset by a decrease in taxes payable.

        For Fiscal 2019, cash flows from operating activities before considering changes in non-cash working capital increased to $325.9 million from $59.7 million in the Successor 2018 Period, and a use of cash of $54.4 million in the Predecessor 2018 Period. The increase was attributable to the increase in Adjusted EBITDA and a reduction in acquisition integration costs, partially offset by higher cash interest costs.

        Changes in non-cash working capital items resulted in a use of cash of $74.9 million for Fiscal 2019. This use was primarily the result of a $57.3 million increase in accounts receivable, $14.3 million decrease in other liabilities, and $16.2 million higher prepaid expenses and other assets due to growth in the business. Offsetting this use, was an increase of accounts payable and accrued liabilities of $13.3 million as compared to December 31, 2018. Included in accounts payable and accrued liabilities was a $53.4 million decrease in acquisition related accruals.

Investing Activities

        For the successor three month period ended December 31, 2019, cash used in investing activities was $236.3 million, compared to $3,991.6 million in the successor three month period ended December 31, 2018. In the three month period ended December 31, 2019, we spent $94.1 million on acquisitions, as compared to $3,904.2 million in the successor three month period ended December 31, 2018. Capital expenditures during the three month period ended December 31, 2019 were $143.8 million, compared to $88.4 million for the successor three month period ended December 31, 2018. The increase is primarily attributable to capital investment in property, plant and equipment mainly due to the growth in the business during the period.

        For Fiscal 2019, cash used in investing activities was $1,166.9 million, compared to $6,806.6 million in the Successor 2018 Period, and $371.2 million in the Predecessor 2018 Period. In Fiscal 2019, we spent $729.9 million on acquisitions, as compared to $6,648.3 million in the Successor 2018 Period, and $332.1 million in the Predecessor 2018 Period. Capital expenditures during Fiscal 2019 were $457.8 million, compared to $160.3 million for the Successor 2018 Period, and $52.3 million for the Predecessor 2018 Period. The increase is primarily attributable to capital investment in property, plant and equipment mainly due to the growth in the business during the period.

Financing Activities

        For the successor three month period ended December 31, 2019, cash from financing activities was $674.5 million compared to $3,844.7 million in the successor three month period ended December 31, 2018. For Fiscal 2019 cash from financing activities was $1,479.0 million compared to $6,663.1 million in the Successor 2018 Period, and $488.7 million in the Predecessor 2018 Period. The period over period changes are primarily attributable to differing levels of financing activity associated with the differing levels of acquisition activity during each of the periods.

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Cash Flows for the Successor 2018 Period compared to the Predecessor 2018 Period and Fiscal 2017

        Our cash flows in the applicable periods are summarized in the following table for the periods indicated.

	Successor			Predecessor
	Period ended December 31, 2018 (214 days)			Period ended May 31, 2018 (151 days)			Fiscal 2017
	(expressed in millions of dollars)
Cash flows (used in) from operating activities	$	29.4		$	(10.1	)	$	126.4
Cash flows used in investing activities		(6,806.6	)		(371.2	)		(431.0	)
Cash flows from financing activities		6,663.1			488.7			291.2
Increase (decrease) in cash		(114.1	)		107.4			(13.4	)
Changes due to foreign exchange		27.0			(12.9	)		(1.1	)
Cash, beginning of year		94.5			0.0			14.5
Cash, end of year	$	7.4		$	94.5		$	0.0

Operating Activities

        Cash flows from operating activities were $29.4 million for the Successor 2018 Period, compared to ($10.1) million for the Predecessor 2018 Period and $126.4 million in Fiscal 2017. Included in cash flow from operating activities in the Successor 2018 Period are: (i) $13.0 million of acquisition, rebranding and other integration costs (Predecessor 2018 Period: $8.7 million; Fiscal 2017: $10.7 million), (ii) $103.8 million of acquisition integration and other costs (Predecessor 2018 Period: $42.5 million; Fiscal 2017: $20.8 million), (iii) nil relating to call premiums paid on the early redemption of outstanding notes (Predecessor 2018 Period: $33.2 million; Fiscal 2017: $13.5 million), (iv) $2.0 million of deferred purchase price consideration (Predecessor 2018 Period: $1.0 million; Fiscal 2017: $2.0 million), and (v) $3.2 million of proceeds from the settlement in respect of the Michigan Acquisition (Predecessor 2018 Period: $3.2 million; Fiscal 2017: $19.4 million). Excluding the impact of these items, cash from operating activities was $147.1 million for the Successor 2018 Period, $72.1 million for the Predecessor 2018 Period, and $154.0 million for Fiscal 2017.

        Changes in non-cash working capital items resulted in a use of cash of $30.3 million for the Successor 2018 period, compared to source of cash of $44.3 million for the Predecessor 2018 Period, and a use of cash of $30.2 million in Fiscal 2017.

        As at December 31, 2018, working capital (excluding $5.0 million in deferred purchase price for an acquisition which was paid into escrow and $128.4 million related to amounts included in current liabilities relating to long-term debt and acquisition-related accruals), increased to $115.3 million from $97.3 million as at December 31, 2017. This increase is primarily attributed to the acquisitions completed during the period.

Investing Activities

        Cash used in investing activities was $6,806.6 million for the Successor 2018 Period, and $371.2 million for the Predecessor 2018 Period, compared to $431.0 million in Fiscal 2017. In the Successor 2018 Period, we spent $6,648.3 million on acquisitions, compared to $332.1 million for the Predecessor 2018 Period and $240.1 million in Fiscal 2017. Capital expenditures were $160.3 million in the Successor 2018 Period, $52.3 million in the Predecessor 2018 Period and $203.1 million in Fiscal 2017. The change between periods was primarily attributable to the difference in the number of days included in each of the periods, the impact of acquisitions, primarily the Waste Industries acquisition, and organic growth.

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Financing Activities

        Cash from financing activities was $6,663.1 million for the Successor 2018 Period, $488.7 million for the Predecessor 2018 Period, and $291.2 million in Fiscal 2017. In the Successor 2018 Period, we issued US$400.0 million of 2026 Notes, US$1,810.0 million in Term Loan Facility, $932.9 million of PIK notes, and $3,208.0 million of share capital in connection with the Recapitalization, offset by finance costs of $63.7 million in connection with the Recapitalization and repayments of our Revolving Credit Facility. In the Predecessor 2018 Period we issued US$400.0 million of 2023 Notes, US$805.0 million in Term Loan Facility, offset by finance costs of $42.4 million in connection with the Recapitalization, repayments of amounts then outstanding under our Revolving Credit Facility and the 2021 Notes.

Indebtedness

Revolving Credit Facility

General

        In February 2019, we entered into the Fifth Amended and Restated Credit Agreement, dated as of February 26, 2019, with a syndicate of lenders (the "Revolving Credit Agreement") (which amended and restated the Fourth Amended and Restated Credit Agreement, dated as of August 2, 2018, with a syndicate of lenders (the "Prior Revolving Credit Agreement"), which, among other things: (a) provided additional commitments under our revolving credit and swingline facility to include total commitments under (i) a US$40.0 million revolving facility (available in US dollars), (ii) a $628.0 million revolving facility (available in Canadian and US dollars) and (iii) an $80.0 million letter of credit facility; and (b) better aligned the covenants with those contained in our Term Facility.

Interest Rates, Fees, Payments and Prepayments

        Under the terms of the facilities under the Revolving Credit Agreement (the "Revolving Credit Facility"), interest rates and margins charged on advances and standby fees for letters of credit are as follows: margins on Bankers' Acceptances, BA Equivalent Advance, LIBOR rate advances and standby fees on letters of credit are charged at 2.75% and margins on Canadian Rate and US Base Rate loans are charged at 1.75% (as Bankers' Acceptances, BA Equivalent Advance, Canadian Rate and US Base Rate are each defined in the Revolving Credit Agreement). In the event that the London interbank offered rate is no longer available or used for determining the interest rate of loans, then the administrative agent under the Revolving Credit Facility and the Company will negotiate to replace the rate of interest applying to LIBOR rate advances with loans using an alternate benchmark rate, giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time. The commitment fee for undrawn availability under the Revolving Credit Facility is 0.50%.

        Advances bearing interest based on Canadian Rate or US Base Rate may be prepaid at any time without penalty with written notice one day in advance. Prepayment of Bankers Acceptances and LIBOR rate advances requires two and three days' written notice, respectively.

Covenants

        The Revolving Credit Agreement also contains customary negative covenants including, but not limited to, restrictions on our ability and each of the Revolving Credit Facility guarantors to make certain distributions, merge, consolidate and amalgamate with other companies, make certain investments, undertake asset sales, provide certain forms of financial assistance, incur indebtedness or have any outstanding financial instruments other than certain permitted indebtedness and grant liens and security interests on, hypothecate, charge, pledge or otherwise encumber assets other than certain permitted encumbrances.

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        The Revolving Credit Agreement contains customary affirmative covenants including, but not limited to, delivery of financial and other information to the lenders, notice to the lenders upon the occurrence of certain material events, maintenance of insurance, maintenance of existence, payment of taxes and other claims, maintenance of properties, access to books and records by the lenders, compliance with applicable laws and regulations and further assurances.

        Our Revolving Credit Facility contains a financial maintenance covenant. The covenant (which applies only when the Revolving Credit Facility is drawn at or above 35% of the Revolving Credit Facility limit) is a ratio of Total Net Funded Debt to Run-Rate EBITDA (each, as defined in the Revolving Credit Agreement) equal to or less than 8.00 to 1.00.

Events of Default

        The Revolving Credit Agreement provides that, upon occurrence of one or more events of default, our obligations under the agreement and the credit facilities provided pursuant to its terms may be accelerated and the lending commitments under the Revolving Credit Agreement may be terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, change of control, bankruptcy proceedings, material money judgements, material adverse effect and other customary events of default.

Security and Guarantees

        The Revolving Credit Facility is guaranteed by substantially all of our material wholly-owned Canadian and U.S. restricted subsidiaries (the "RCF Subsidiary Guarantors") (subject to certain customary exceptions), including certain subsidiaries that are not guarantors of the 2022 Notes, 2023 Notes, the 2026 Notes, the 2027 Notes or the Secured Notes. GFL and the RCF Subsidiary Guarantors have provided a first-ranking security interest to the lenders in substantially all present and after-acquired personal property and all other present and future undertaking, tangible and intangible assets and certain real property (subject, in each case, to certain customary exceptions and exclusions). GFL has also pledged the shares of substantially all of its subsidiaries as collateral security and provided first-ranking mortgages or charges by way of a debenture. A pari passu first lien intercreditor agreement was entered into on September 30, 2016 among the administrative agent under the Revolving Credit Agreement, the administrative agent under the Term Loan Credit Agreement, GFL and the guarantors from time to time party thereto, which provides for, inter alia, customary provisions providing for the pari passu equal priority ranking of the security interests provided by GFL and the RCF Subsidiary Guarantors for the Revolving Credit Facility, on the one hand, and the security interests provided by GFL and the TF Subsidiary Guarantors for the Term Credit Facility, on the other hand. On December 16, 2019, in connection with our issuance of the Secured Notes, Computershare Trust Company N.A., as trustee and notes collateral agent, entered into a joinder to such first lien intercreditor agreement.

Term Facility

General

        We are party to the Term Loan Credit Agreement, dated as of September 30, 2016 (as amended as of May 31, 2018 and November 14, 2018, the "Term Loan Credit Agreement" and, together with the Revolving Credit Agreement, the "Credit Agreements"), among us, each of our subsidiaries party thereto, Barclays Bank PLC, as administrative agent, the lenders party thereto and each other party thereto. Prior to our entrance into the Incremental Term Loan Amendment (as defined herein), the Term Loan Credit Agreement provided for a US dollar denominated term loan tranche of US$805.0 million, a US dollar denominated delayed draw term loan tranche of US$100.0 million (which was available to us until October 31, 2018 to fund acquisitions meeting certain criteria)

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(collectively, the "Term Facility") and an accordion option, pursuant to which we may incur an incremental tranche of indebtedness in an amount not to exceed (x) the greater of $400.0 million or 100% of consolidated EBITDA for the immediately preceding four consecutive fiscal quarters, plus (y) an unlimited amount so long as the Total Net First Lien Leverage Ratio (as defined in the Term Loan Credit Agreement) for the relevant period after giving pro forma to such incurrence or issuance is less than or equal to 4.25 to 1.00 (or if such debt will (I) rank junior in right of security with respect to the liens securing the loans under the Term Facility, so long as the Total Net Senior Secured Lien Leverage Ratio for the relevant period after giving pro forma to such incurrence or issuance is less than or equal to 5.50 to 1.00 or (II) be unsecured, so long as the Total Net Leverage Ratio for the relevant period after giving pro forma to such incurrence or issuance is less than or equal to 6.75 to 1.00) (or, in the case of any such incremental indebtedness incurred to finance an acquisition or investment permitted to be consummated under the Term Loan Credit Agreement, an unlimited amount of such indebtedness so long as the applicable ratios described above after giving pro forma effect to the consummation of such acquisition or investment and the incurrence of such indebtedness are equal to or less than the applicable ratio immediately prior to the consummation of such acquisition or investment and the incurrence of such indebtedness), plus (z) the aggregate principal amount of all voluntary prepayments of any loans, except to the extent financed with the proceeds of long-term indebtedness (other than revolving indebtedness).

        In connection with the Waste Industries Merger, on November 14, 2018, we entered into an amendment of the Term Loan Credit Agreement (the "Incremental Term Loan Amendment") to provide for US$1,710.0 million of incremental term loans (the "Incremental Term Loan Facility"), which we incurred as incremental term loans under the Term Loan Credit Agreement in order to finance a portion of the consideration for the Waste Industries Merger. The Incremental Term Loan Facility was incurred as a "fungible increase" of the loans then outstanding under the Term Facility, with substantially similar amortization, maturity, prepayment provisions, customary covenants and events of default and guarantees and security that are, in each case, substantially similar to those applicable to the loans outstanding under the Term Facility.

        As at December 31, 2019, we had US$2,580.2 million principal amount outstanding under the Term Facility. Our Term Facility matures on May 31, 2025.

Interest Rates, Fees, Payments and Prepayments

        Our Term Facility bears interest rates based on our election, which can be either the Eurocurrency Rate (as defined in the Term Loan Credit Agreement) plus 2.75% or the Base Rate (as defined in the Term Loan Credit Agreement) plus 1.75%.

        Our Term Facility amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the original principal amount thereof, with the remaining balance due at final maturity.

        We may voluntarily prepay loans under our Term Facility, in whole or in part, subject to minimum amounts, with prior notice, but without premium or penalty.

        We must prepay our Term Facility with 100% of the net cash proceeds of certain asset sales (such percentage to be subject to reduction to 50% and 0%, respectively, based on the achievement of a Total Net Leverage Ratio (as defined in the Term Loan Credit Agreement) of less than or equal to 5.50 to 1.00 and 4.75 to 1.00, respectively), the incurrence or issuance of specified indebtedness and 50% of excess cash flow (such percentage to be subject to reduction to 25% and 0%, respectively, based on the achievement of Total Net First Lien Leverage Ratio (as defined in the Term Loan Credit Agreement) of less than or equal to 3.00 to 1.00 and 2.50 to 1.00, respectively), in each case, subject to certain exceptions and, in the case of the net cash proceeds of certain asset sales, reinvestment rights.

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Covenants

        Our Term Loan Credit Agreement contains customary negative covenants, including, but not limited to, restrictions on our and our restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, make investments, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.

Events of Default

        Our Term Loan Credit Agreement provides that, upon the occurrence of certain events of default, our obligations under the agreement and our obligations under the Term Facility may be accelerated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgements, material pension-plan events, certain change of control events and other customary events of default.

Security and Guarantees

        Our obligations under our Term Facility are guaranteed by substantially all of our wholly-owned material Canadian and U.S. restricted subsidiaries (the "TF Subsidiary Guarantors") (subject to certain customary exceptions), including certain subsidiaries that are not guarantors of the 2022 Notes, the 2023 Notes, the 2026 Notes, the 2027 Notes or the Secured Notes. Our Term Facility is secured by a first priority lien on substantially all of our and each TF Subsidiary Guarantors' tangible and intangible assets and certain real property (subject to certain customary exceptions and exclusions) and a first priority pledge of all the capital stock of each direct, wholly-owned material restricted subsidiary directly held by GFL or any TF Subsidiary Guarantor (limited to 65% of the capital stock held by GFL or any TF Subsidiary Guarantor in any direct subsidiary thereof not organized under the laws of Canada or the United States (or any state or province thereof)) and first ranking mortgages or charges by way of debentures. A pari passu first lien intercreditor agreement was entered into on September 30, 2016 among the administrative agent under the Revolving Credit Agreement, the administrative agent under the Term Loan Credit Agreement, GFL and the guarantors from time to time party thereto, which provides for, inter alia, customary provisions providing for the pari passu equal priority ranking of the security interests provided by GFL and the RCF Subsidiary Guarantors for the Revolving Credit Facility, on the one hand, and the security interests provided by GFL and the TF Subsidiary Guarantors for the Term Credit Facility, on the other hand. On December 16, 2019, in connection with our issuance of the Secured Notes, Computershare Trust Company N.A., as trustee and notes collateral agent, entered into a joinder to such first lien intercreditor agreement.

Equipment Loans and Promissory Notes

        We have various equipment loan agreements which are secured by the specific assets under such loan. The interest rates for these obligations range from 3.02% to 4.37% per annum, while the respective maturity dates of such obligations extend into 2024.

        In connection with the acquisition of a leading solid waste business operating in Eastern Canada that was completed on February 1, 2016 (the "Matrec Acquisition"), we issued a promissory note on February 1, 2016, in the principal amount of $25.0 million, to the vendor as part of the consideration for the Matrec Acquisition (the "TFI Note"). The TFI Note, which had an interest rate of 3.00%, matured on February 1, 2020, and was repaid in accordance with its terms. In connection with a May 2016 acquisition, we issued a promissory to the vendor in the aggregate principal amount of $3.5 million, which is secured by a real property mortgage and matures on May 1, 2020.

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Existing Notes

        On May 12, 2017, we issued the 2022 Notes. On February 26, 2018, we issued the 2023 Notes. On May 14, 2018, we issued the Initial 2026 Notes. On April 23, 2019, we issued the 2027 Notes (the "2027 Notes"). On December 16, 2019, we issued the Additional 2026 Notes (together with the Initial 2026 Notes, the "2026 Notes"; the 2022 Notes, the 2023 Notes, the 2026 Notes and the 2027 Notes, collectively the "Unsecured Notes"). The Additional 2026 Notes are identical to the Initial 2026 Notes, except for the issuance date, the issuance price and the first interest payment date. On December 16, 2019, we also issued the Secured Notes (the "Secured Notes", and together with the Unsecured Notes, the "Notes") pursuant to an indenture dated as of such date (the "Secured Indenture"). See "Description of Material Indebtedness."

        As of December 31, 2019, we had outstanding: (i) US$350.0 million in aggregate principal amount of the 2022 Notes, issued under the indenture entered into in respect of the 2022 Notes (the "2022 Indenture"), (ii) US$400.0 million in aggregate principal amount of the 2023 Notes, issued under the indenture entered into with respect of the 2023 Notes (the "2023 Indenture"), (iii) US$675.0 million in aggregate principal amount of the 2026 Notes, issued under the indenture entered into with respect to the 2026 Notes (the "2026 Indenture"), (iv) US$600.0 million in aggregate principal amount of 2027 Notes, issued under the indenture entered into with respect to the 2027 Notes (the "2027 Indenture") and (v) US$500.0 million in aggregate principal amount of the Secured Notes, issued under the Secured Indenture. The indentures entered into in respect of the Notes are collectively referred to as the "Notes Indentures". The Unsecured Notes are effectively subordinated to any of our and the guarantors' existing and future secured debt to the extent of the value of the assets securing such debt. The Secured Notes are our senior secured obligations and rank equally in right of payment to all of our existing and future senior debt and senior in right of payment to all of our future subordinated debt (if any). The Secured Notes are effectively senior to any of our and the guarantors' existing and future unsecured debt to the extent of the value of the assets securing the Secured Notes. The guarantees of the Notes rank equally in right of payment with all of our subsidiary guarantors' existing and future senior debt and senior in right of payment to all of our subsidiary guarantors' future subordinated debt (if any). In addition, the Unsecured Notes are structurally subordinated to the liabilities of our non-guarantor subsidiaries, including certain subsidiaries that guarantee the Credit Agreements but do not guarantee the Unsecured Notes. The 2022 Notes will mature on May 1, 2022, the 2023 Notes will mature on March 1, 2023, the 2026 Notes will mature on June 1, 2026, the 2027 Notes will mature on May 1, 2027 and the Secured Notes will mature on December 15, 2026. We pay interest on the 2022 Notes and the 2027 Notes semi-annually on May 1 and November 1 of each year in cash in arrears. We pay interest on the 2023 Notes semi-annually on March 1 and September 1 of each year in cash in arrears. We pay interest on the 2026 Notes semi-annually on June 1 and December 1 of each year in cash in arrears. We pay interest on the Secured Notes semi-annually on June 15 and December 15 of each year in cash in arrears.

        We may redeem up to 40.0% of the 2023 Notes, the 2026 Notes, the 2027 Notes and the Secured Notes, using the proceeds of certain equity offerings completed before March 1, 2020, June 1, 2021, May 1, 2022 and December 15, 2022, respectively, at a redemption price equal to 105.375%, 107.000%, 108.500% and 105.125%, respectively, of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to (i) March 1, 2020, we may redeem some or all of the 2023 Notes, (ii) June 1, 2021, we may redeem some or all of the 2026 Notes, (iii) May 1, 2022, we may redeem some or all of the 2027 Notes, and (iv) December 15, 2022, we may redeem some or all of the Secured Notes, in each case, at a price equal to 100.0% of the principal amount, plus a "make whole" premium, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. If we sell certain of our assets or experience specific kinds of changes in control, we must offer to purchase the Notes.

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        The Notes Indentures entered into in respect of the Notes contain customary covenants, restrictions and events of default for non-investment grade companies on the activities of GFL and its restricted subsidiaries, including, but not limited to, limitations on the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of GFL's assets. Our Secured Notes are secured by a first priority lien on substantially all of our and each guarantors' tangible and intangible assets and certain real property (subject to certain customary exceptions and exclusions) and a first priority pledge of all the capital stock of each direct, wholly-owned material restricted subsidiary directly held by GFL or any guarantor of the Secured Notes (limited to 65% of the capital stock held by GFL or any guarantors of the Secured Notes in any direct subsidiary thereof not organized under the laws of Canada or the United States (or any state or province thereof)) and will be secured by first ranking mortgages or charges by way of debentures.

        The Unsecured Notes are guaranteed by our material subsidiaries that, together with other entities, guarantee the Term Facility. The Secured Notes are guaranteed by each of our subsidiaries that guarantee the Term Facility and the Revolving Credit Facility. See "Description of Material Indebtedness".

PIK Notes

        We are party to an amended and restated note purchase agreement dated as of November 14, 2018 relating to the issuance of 11.00% Senior PIK Notes 2018 (the "PIK Notes"). $1,008.0 million aggregate principal amount of PIK Notes are issued and outstanding as of December 31, 2019. Interest on the PIK Notes is paid semi-annually by increasing the principal amount of such PIK Notes by the amount of interest then due and owing. As part of the Pre-Closing Capital Changes, certain of our shareholders will subscribe for additional shares of GFL or make a loan to GFL, the proceeds of which will be used to repay or redeem in full the PIK Notes prior to the closing of this offering. See "Description of Share Capital—Pre-Closing Capital Changes".

Hedging Arrangements

        We have entered into cross-currency swap contracts to fully hedge our exposure of the servicing of US$350.0 million of the 2022 Notes, US$400.0 million of the 2023 Notes, US$400.0 million of the 2026 Notes, US$600.0 million of the 2027 Notes, and US$500.0 million of the Secured Notes, as well as part of the Term Facility.

Contractual Obligations

        Our contractual obligations consist of principal repayments on long-term debt, interest on long-term debt, equipment loans and finance leases for equipment and vehicles, operating leases for

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vehicles, office equipment and facilities. Our contractual obligations and commitments as of December 31, 2019 are shown in the following table.

	Total		Less than 1 year		1-3 years		3-5 years		Thereafter
	(expressed in millions of dollars)
Long-term debt(1)	$	7,666.2	$	62.3	$	524.1	$	589.0	$	6,490.8
Interest on long-term debt(2)		2,221.4		386.0		755.7		695.5		384.2
Equipment loans(3)		9.5		2.1		3.5		3.9		—
Lease obligations(4)		246.5		44.9		72.4		81.3		47.9
	$	10,143.6	$	495.3	$	1,355.7	$	1,369.7	$	6,922.9

(1)

Long-term debt represents US$350.0 million aggregate principal amount of the 2022 Notes, US$400.0 million aggregate principal amount of the 2023 Notes, US$675.0 million aggregate principal amount of the 2026 Notes, US$600.0 million aggregate principal amount of the 2027 Notes, and US$500.0 million aggregate principal amount of the Secured Notes, after reflecting the fair value of the cross currency interest rate swaps, the promissory notes issued to sellers on acquisitions, amounts outstanding under the Term Facility, and the PIK Notes.

(2)

Interest on long-term debt is calculated using the aggregate principal amount of the 2022 Notes issued on May 12, 2017 at interest rates of 5.625% and 5.280% (reflecting the rate of our cross currency swap on our 2022 Notes), the 2023 Notes issued on February 26, 2018 at interest rates of 5.375% and 5.19% (reflecting the rate of our cross currency swap on our 2023 Notes), the 2026 Notes issued on May 14, 2018 at interest rates of 7.000% and 7.055% (reflecting the rate of our cross currency swap on our 2026 Notes), the 2027 Notes issued on April 17, 2019 at interest rates of 8.500%, 8.419% and 8.399% (reflecting the rate of our cross currency swap on our 2027 Notes), the Secured Notes issued on December 16, 2019 at interest rates of 5.125% and 5.725% (reflecting the rate of our cross currency swap on our 2027 Notes), and the Additional 2026 Notes issued on December 16, 2019 at an interest rate of 7.000% . Amounts drawn on the Term Loan Facility bear interest at US Prime plus 2.0% or LIBOR plus 3.0%. The promissory notes bear interest at rates of 3.00% to 5.00%.

(3)

Equipment loans bear interest ranging from 3.02% to 4.37%, with repayment dates extending into 2024. The equipment loans are secured by the related asset.

(4)

Lease obligations bear interest at an average rate of 7.42% with repayment dates extending into 2060.

Other Commitments

        We had letters of credit totaling approximately $104.3 million outstanding as of December 31, 2019 ($69.0 million as of December 31, 2018). These letters of credit primarily relate to performance-based requirements under our municipal contracts and financial assurances issued to government agencies for our operating permits.

Related Party Transactions

        We entered into a loan in the amount of $1.2 million with Patrick Dovigi for the purposes of acquiring 1,200,000 Class C non-voting common shares in the capital of the Company. The loan was repayable on the earlier of the occurrence of a liquidity event and November 14, 2025. The loan was subject to an interest rate of 1% per annum, accrued daily. Interest was payable annually, in arrears, on November 14 of each year commencing on November 14, 2019. As at December 31, 2019, the loan was repaid in full.

        We advanced $157.6 million to Sejosa Holdings Inc., an entity controlled by Patrick Dovigi, for the purposes of acquiring 157,644,909 Class F non-voting common shares due upon a liquidity event. As at December 31, 2019, the indebtedness was repaid in full.

        During the period ended May 31, 2018, we redeemed 8,486,921 Class C and 11,572,255 Class D shares issued to Josaud Holdings Inc., an entity controlled by Patrick Dovigi, for $20.1 million.

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Additionally, during the period ended May 31, 2018, we redeemed 2,635,129 Class F shares for $5.1 million held by Josaud Holdings Inc.

        In connection with the Recapitalization, we also issued a non-interest bearing promissory note payable to Josaud Holdings Inc., an entity controlled by Patrick Dovigi, in an aggregate principal amount of $35.0 million, which is scheduled to mature on January 1, 2023. The note is being repaid in installments of $3.5 million every six months. As at December 31, 2019, there is $21.0 million outstanding principal amount.

        Subsequent to December 31, 2019, we issued a total of 348,921,912 Non-Voting Shares to certain of our existing shareholders for aggregate cash consideration of $348.9 million (US$264.7 million), representing a value of $1.00 per share.

Off-Balance Sheet Arrangements

Performance Bonds

        We post performance bonds in favour of applicable governmental authorities as a condition of issuing some of our environmental compliance approvals for our permitted facilities. In addition, some municipal solid waste contracts and infrastructure & soil remediation projects may require us to post performance or surety bonds to secure our contractual performance. As of December 31, 2019, we had issued surety bonds totaling $778.6 million ($579.8 million as of December 31, 2018), of which approximately $112.6 million ($130.3 million as of December 31, 2018) is secured by a charge on the assets of certain subsidiaries.

        These performance and surety bonds are issued in the ordinary course of business and are not considered company indebtedness. Because we currently have no liability for these financial assurance instruments, they are not reflected in our consolidated balance sheet.

Critical Accounting Estimates and Judgements

        We prepare our consolidated financial statements in accordance with IFRS. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key components of the consolidated financial statements requiring management to make estimates include the allowance for doubtful accounts in respect of receivables, the valuation of inventories, the useful lives of long-lived assets, the potential impairment of goodwill and indefinite life intangible assets, the valuation of property, plant and equipment, the fair value of the net assets acquired in business combinations, stock-based compensation, asset retirement obligations and liabilities under legal contingencies.

        Management continually evaluates the estimates and assumptions it uses. These estimates and assumptions are based on management's historical experience, best knowledge of current events and conditions and activities that we may undertake in the future. Actual results could differ from these estimates.

        The estimates and assumptions described in this section depend upon subjective judgement that may be uncertain and changes in these estimates and assumptions could materially impact our consolidated financial statements.

Revenue Recognition

        Our revenue consists principally of solid and liquid waste collection fees from commercial, municipal and industrial customers, solid waste transfer charges to third parties, and charges to

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customers for excavation, transportation and remediation of soils. Revenue is recognized from sales when control is transferred to the customer, generally at the time that the service is provided. Revenue is recognized by percentage of completion for long-term infrastructure contracts in connection with our infrastructure & soil remediation operations.

Credit Risk

        Our principal financial assets that expose us to credit risk are accounts receivable. Credit risk on accounts receivable is minimized due to our large and diverse customer base. We maintain allowances for losses based on the expected collectability of accounts receivable based on our prior experience and assessment of the current economic environment. We regularly review our bad debt expense. As of December 31, 2019 we determined that any expected credit loss was not material.

        We use historical trends of default, the timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends. We will consider the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that accounts receivable that meet either of the following criteria are generally not recoverable:

•

the customer is insolvent; or

•

our relationship with the customer has been severed; and/or

•

the customer's receivable has aged beyond a reasonable period.

        We will determine to write off a customer's receivable balance if the customer is determined to be in default.

Disposal Expenses

        Disposal expenses are determined based on the disposal costs reflected in an executed purchase order. Amounts are accrued at the end of the accounting period based on the receipt of a disposal ticket, confirming disposal, from the disposal site and the costs associated with the ultimate disposal of waste.

Goodwill and Indefinite Life Intangible Assets

        The valuation assigned on acquisition to each indefinite life intangible asset is based on the present value of management's estimate of the future cash flows associated with the intangible asset or the amount of cash paid.

        We perform impairment testing annually for goodwill and indefinite-life intangible assets and when circumstances indicate these assets may be impaired. Management judgement is involved in determining if there are circumstances indicating that testing for impairment is required, and in identifying cash generating units ("CGUs") for the purpose of impairment testing. We assess impairment by comparing the recoverable amount of a long-lived asset, CGU, or CGU group to its carrying value. We test for impairment at the operating segment level. The recoverable amount is defined as the higher of: (i) value in use; or (ii) fair value less costs of disposal.

        The determination of the recoverable amount involves significant estimates and assumptions, including those with respect to market multiples, future cash inflows and outflows, discount rates, growth rates and asset lives. These estimates and assumptions could affect our future results if the current estimates of future performance and fair values change. These determinations will affect the amount of amortization expense on definite-life intangible assets recognized in future periods.

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Intangible Assets

        Intangible assets include a soil license, customer lists, license agreements, municipal contracts, non-compete agreements, and Certificates of Approval or Environmental Compliance Approvals ("C of As"). The C of As provide us with certain waste management rights in the province of issue. The valuation assigned on acquisition to each intangible asset is based on the present value of management's estimate of the future cash flows associated with the intangible asset or the amount of cash paid.

        We use our internal budgets in estimating future cash flows. These budgets reflect our current best estimate of future cash flows but may change due to uncertain competitive and economic market conditions or changes in business strategies. Changes or differences in these estimates may result in changes to intangible assets on the consolidated statement of financial position and a change to operating income or loss on the consolidated statement of operations.

Property, Plant and Equipment

        Property, plant and equipment are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If the possibility of impairment is indicated, we will estimate the recoverable amount of the asset and record any impairment loss in the consolidated statement of operations.

        Factors that most significantly influence the impairment assessments and calculations are management's estimates of future cash flows. We use our internal budgets in estimating future cash flows. These budgets reflect management's current best estimate of future cash flows but may change due to uncertain competitive and economic market conditions or changes in business strategies. Changes or differences in these estimates may result in changes to property, plant and equipment on the consolidated statement of financial position and a change to operating income or loss in our consolidated statement of operations.

Landfill Asset

        The original costs of landfill assets, together with incurred and projected landfill construction and development costs are amortized on a per unit basis as landfill airspace is consumed. We amortize landfill assets over their total available disposal capacity representing the sum of estimated permitted airspace capacity, plus future permitted airspace capacity which represents an estimate of airspace capacity that management believes is probable of being permitted based on certain criteria. We have been successful in receiving approvals for expansions pursued; however there can be no assurance that the Company will be successful in obtaining approvals for landfill expansions in the future.

        The following table summarizes landfill amortization expense on a per tonne basis for the periods indicated:

	Successor		Successor		Predecessor		Predecessor
	Fiscal 2019		Period ended December 31, 2018 (214 days)		Period ended May 31, 2018 (151 days)		Fiscal 2017
Amortization of landfill airspace (millions)	$	126.9	$	37.0	$	13.6	$	40.4
Tonnes received (millions of tonnes)		6.1		1.6		0.5		1.5
Average landfill amortization per tonne	$	20.8	$	23.8	$	25.2	$	27.4

        Unique per-tonne amortization rates are calculated for each of our landfills and the rates can vary significantly due to regional differences in construction costs and regulatory requirements for landfill development, capping, closure and post closure activities. In general, the per-tonne amortization rates

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for the landfills we acquired through the Waste Industries Merger were lower than the per-tonne amortization rates of the Company's Canadian landfills, and the inclusion of the Waste Industries landfills in 2018 therefore reduced the average amortization expense per tonne.

Landfill Development Costs

        Landfill development costs include costs of acquisition, construction associated with excavation, liners, site berms, groundwater monitoring wells, gas recovery systems and leachate collection systems. We estimate the total costs associated with developing each landfill site to its final capacity. Total landfill costs include the development costs associated with expansion airspace as described below. Landfill development costs depend on future events and thus actual costs could vary significantly from our estimates. Material differences between estimated and actual development costs may affect our cash flows by increasing our capital expenditures and thus affect our results of operations by increasing our landfill amortization expense.

Landfill Closure and Post-Closure Obligations

        We recognize the estimated liability for final capping, closure and post-closure maintenance obligations that results from acquisition, construction, development or normal operations as airspace is consumed. Costs associated with capping, closing and monitoring a landfill or portions thereof after it ceases to accept waste, are initially measured at the discounted future value of the estimated cash flows over the landfill's operating life, representing the period over which the site receives waste. This value is capitalized as part of the cost of the related asset and amortized over the asset's useful life.

        Estimates are reviewed at least once annually and consider, amongst other things, regulations that govern each site. We estimate the fair value of landfill closure and post-closure costs using present value techniques that consider and incorporate assumptions and considerations marketplace participants would use in the determination of those estimates, including inflation, markups, inherent uncertainties due to the timing of work performed, information obtained from third parties, quoted and actual prices paid for similar work and engineering estimates. Inflation assumptions are based on evaluation of current and future economic conditions and the expected timing of these expenditures. Fair value estimates are discounted applying the risk free rate, which is a rate that is essentially free of default risk. In determining the risk free rate, consideration is given to both current and future economic conditions and the expected timing of expenditures.

        Significant reductions in our estimates of remaining lives of our landfills or significant increases in our estimates of landfill final capping, closure and post-closure maintenance costs could have a material adverse effect on our financial condition and results of operations. Additionally, changes in regulatory or legislative requirements could increase our costs related to our landfills, resulting in a material adverse effect on our financial condition and results of operations.

Landfill Capacity

        Our internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at our landfills. Our landfill depletion rates are based on the total available disposal capacity, considering both permitted and probable future permitted airspace. Future permitted airspace capacity, represents an estimate of airspace capacity that is probable of being permitted based on the following criteria:

•

Personnel are actively working to obtain the permit or permit modifications necessary for expansion of an existing landfill, and progress is being made on the project;

•

It is probable that the required approvals will be received within the normal application and processing periods for approvals in the jurisdiction in which the landfill is located;

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•

We have a legal right to use or obtain land associated with the expansion plan;

•

There are no significant known political, technical, legal or business restrictions or issues that could impair the success of the expansion effort;

•

Management is committed to pursuing the expansion; and

•

Additional airspace capacity and related costs have been estimated based on the conceptual design of the proposed expansion.

        As at December 31, 2019 we had 112.5 million tonnes (2018: 113.9 million tonnes, 2017: 11.7 million tonnes) of remaining permitted capacity at the landfills we own and at the landfill in Quebec where we have designated access to a fixed level of capacity over the next 15 years. As at December 31, 2019, two of our landfills satisfied the criteria for inclusion of probable expansion capacity, resulting in additional expansion capacity of 2.9 million tonnes, and together with remaining permitted capacity, total remaining capacity of 115.4 million tonnes. Based on total capacity as at December 31, 2019 and projected annual disposal volumes, the weighted average remaining life of the landfills we own and at the landfill in Quebec where we have designated access to a fixed level of capacity is approximately 19 years. We have other expansion opportunities that could extend the weighted average remaining life of our landfills.

        We may be unsuccessful in obtaining permits for future airspace capacity at our landfills. In such cases, we will charge the previously capitalized development costs to expense. This will adversely affect our operating results and cash flows and could result in greater landfill amortization expense being recognized on a prospective basis.

        We periodically evaluate our landfill sites for potential impairment indicators. Our judgements regarding the existence of impairment indicators are based on regulatory factors, market conditions and operational performance of our landfills. Future events could cause us to conclude that impairment indicators exist and that our landfill carrying costs are impaired. Any resulting impairment loss could have a material adverse effect on our financial condition and results of operations.

Income Taxes

        The calculation of current and deferred income taxes requires us to make estimates and assumptions and to exercise judgement regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities.

        Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated statements of financial position, a charge or credit to income tax expense in the consolidated statements of operations and comprehensive income (loss) and may result in cash payments or receipts.

        All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgements may result in a change in our income, capital or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.

Share-Based Compensation

        The fair value of options granted is measured using either the Black-Scholes option pricing model or the Monte Carlo simulation methods, which rely on estimates of the expected risk-free interest rate, expected dividend payments, expected share price volatility, value of the Company's shares and the expected average life of the options. We believe these models adequately capture the substantive features of the option awards and are appropriate to calculate their fair values.

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        The fair value of the options determined at grant date is expensed over the vesting period using an accelerated method of amortization, with a corresponding increase to contributed surplus. Upon exercise of options, the amount recognized in contributed surplus for the awards and the cash received upon exercise are recognized as an increase in share capital.

Significant New Accounting Standards Adopted

Financial Instruments

        Financial assets and liabilities are recognized initially at fair value plus or minus transaction costs, except for financial instruments at fair value through profit or loss ("FVTPL"), for which transaction costs are expensed.

        Debt financial instruments are subsequently measured at FVTPL, fair value through other comprehensive income ("FVTOCI"), or amortized cost using the effective interest method. We determine the classification of its financial assets based on our business model for managing the financial assets and whether the instruments' contractual cash flows represent solely payments of principal and interest ("SPPI") on the principal amount outstanding.

        Our derivatives designated as a hedging instrument in a qualifying hedge relationship are subsequently measured at FVTOCI. Equity instruments that meet the definition of a financial asset, if any, are subsequently measured at FVTPL or elected irrevocably to be classified at FVTOCI at initial recognition.

        Financial liabilities are subsequently measured at amortized cost using the effective interest method or at FVTPL in certain circumstances or when the financial liability is designated as such. For financial liabilities that are designated as FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in our own credit risk of that liability is recognized in other comprehensive income or loss unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income or loss would create or enlarge an accounting mismatch in the consolidated statement of operations. The remaining amount of change in the fair value of the liability is recognized in the consolidated statement of operations. Changes in fair value of a financial liability attributable to our own credit risk that are recognized in other comprehensive income or loss are not subsequently reclassified to the consolidated statement of operations; instead, they are transferred to retained earnings, upon de-recognition of the financial liability.

        We use a forward-looking Expected Credit Loss ("ECL") model to determine impairment of financial assets. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that we expect to receive.

        Derivative financial instruments are utilized by us occasionally in the management of our foreign currency and interest rate exposures. Our policy is not to utilize derivative financial instruments for trading or speculative purposes. Derivatives embedded in non-derivative host contracts are separated when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not measured at fair value through profit or loss. All derivative financial instruments are recognized at fair value with changes in fair value recognized in the consolidated statement of operations or through other comprehensive income when qualified hedging relationship exists.

Leases

        Effective January 1, 2019, the Company adopted IFRS 16, Leases ("IFRS 16"). The Company applied the standard using a modified retrospective approach. Comparative information has not been restated. As a result of adopting IFRS 16, the Company recorded a right-of-use asset and lease

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obligation of $103,794 at January 1, 2019. The adoption of IFRS 16 had no impact to the Company's Deficit at January 1, 2019 nor has there been a material change to the Company's net loss.

        The Company has elected to apply the practical expedient not to apply the recognition requirements of IFRS 16 to short-term leases and leases of low value assets. The Company has also made use of the practical expedient not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease in accordance with IAS 17 and IFRIC 4 will continue to be applied to those leases entered into or changed before January 1, 2019.

        IFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to the lessee accounting by removing the distinction between operating and finance leases and requiring the recognition of a right-of-use asset and a lease obligation at commencement for all leases. In contrast to lessee accounting, the requirements for lessor accounting have remained largely unchanged.

        The change in definition of a lease mainly relates to the concept of control. IFRS 16 determines whether a contract contains a lease on the basis of whether the customer has the right to control the use of an identified asset for a period of time in exchange for consideration.

Uncertain income tax positions

        Effective January 1, 2019, the Company adopted IFRIC Interpretation 23, Uncertainty over Income Tax Treatments ("IFRIC 23"). IFRIC 23 requires an entity to reflect an uncertainty in the amount of income tax payable (recoverable) if it is probable that it will pay (or recover) an amount for the uncertainty, measure a tax uncertainty based on the most likely amount or expected value depending on whichever method better predicts the amount payable (recoverable), reassess the judgments and estimates applied if facts and circumstances change (e.g. as a result of examination or action by tax authorities, following changes in tax rules or when a tax authority's right to challenge a treatment expires), and consider whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution.

        The Company applied the standard using a modified retrospective approach. The adoption of IFRIC 23 had no impact to the Company's Deficit at January 1, 2019 nor has there been a material change to the Company's net loss.

Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk

        We face interest rate risk when interest rates change. If we have borrowings under our Revolving Credit Facility and on our loans outstanding under our Term Facility and interest rates rise, our cash flow is negatively impacted because we will be required to pay out more interest on the Revolving Credit Facility and Term Facility. The uncertainty of outgoing cash flow from interest payments increases our exposure to interest rate risk. We do not actively manage this risk.

Covenant risk

        Our Revolving Credit Facility contains a financial maintenance covenant. The covenant (which applies only when the Revolving Credit Facility is drawn at or above 35% of the Revolving Credit Facility limit) is a ratio of Total Net Funded Debt to Run-Rate EBITDA (each, as defined in the Revolving Credit Agreement) equal to or less than 8.00 to 1.00. We were in compliance with all covenants as of December 31, 2019.

        If we were to default on our covenants, our ability to borrow under our Revolving Credit Facility may be suspended which would significantly affect our liquidity.

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        Additionally, the Notes Indentures and the Credit Agreements governing the Revolving Credit Facility and Term Facility, among other restrictions and subject to certain exceptions, limit our ability and the ability of our restricted subsidiaries, to:

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declare or pay dividends or make certain payments and investments;

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incur additional indebtedness or issue disqualified stock;

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permit contractual restrictions;

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create, or permit to exist, certain liens;

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enter into certain transactions with affiliates;

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transfer and sell assets; and

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consolidate, amalgamate or merge with another company.

        Subject to certain exceptions, the Notes Indentures and the Credit Agreements permit us and our restricted subsidiaries to incur additional indebtedness, including senior indebtedness and secured indebtedness and contain customary events of default.

Exchange Rate Risk

        Our operations in the United States are conducted in U.S. dollars and our audited consolidated financial statements and interim condensed unaudited financial statements are denominated in Canadian dollars. See the notes to our audited consolidated financial statements for additional information regarding foreign currency translation and risk.

        The majority of the collection vehicles used in our Canadian operations are manufactured in the United States and as a result we face exchange rate risk with regards to these purchases. Changes in the USD rate of exchange may have an effect on the amount we are required to spend on capital. We do not actively manage this risk as it relates to the purchase of our collection vehicles in Canada.

        We also face exchange rate risk in connection with our US dollar-denominated financings. We have hedged our U.S. dollar-denominated 2022 Notes, 2023 Notes, 2026 Notes, 2027 Notes and Secured Notes, and a portion of our US dollar exposure on our Term Facility by entering into cross currency interest rate swaps. The unhedged portion of the Term Facility and Additional 2026 Notes will remain subject to exchange rate risk. We intend to manage this exposure with the cash flows from our US operations.

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BUSINESS

Company Overview

        GFL was founded in 2007 by Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer, and has grown through a combination of more than 100 disciplined acquisitions and organic growth initiatives.

        The following summary illustrates the evolution of our geographic footprint in North America since our inception.

        GFL is the fourth largest diversified environmental services company in North America, as measured by revenue and North American operating footprint. From 2017 to 2019, we have grown revenue in excess of, and our CAGR for revenue has grown at a higher rate than, our publicly traded environmental services peers. We have an extensive geographic footprint, operating throughout Canada and in 23 states in the United States. Our diversified business model and competitive positioning in the stable environmental services industry have allowed us to maintain strong revenue growth across macroeconomic cycles. Between Fiscal 2017 and Fiscal 2019, we grew revenue from $1,333 million to $3,347 million. Over the same period our net loss increased from $(101) million to $(452) million and our Adjusted EBITDA grew from $307 million to $826 million. For a discussion of Adjusted EBITDA, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures" and "Prospectus Summary—Summary Historical Consolidated Financial Information".

        Our diversified offerings include non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services. Our solid waste management business line includes the collection, transportation, transfer, recycling and disposal of non-hazardous solid waste for

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municipal, residential, and commercial and industrial customers. Our infrastructure & soil remediation business line provides remediation of contaminated soils as well as complementary services, including civil, demolition, excavation and shoring services. In our liquid waste management business line, we collect, transport, process, recycle and/or dispose of a wide range of liquid wastes from commercial and industrial customers.

        As of December 31, 2019:

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In our solid waste operations, we had more than 100 collection operations, over 70 transfer stations, 45 landfills, over 20 MRFs and 11 organics facilities;

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In our infrastructure & soil remediation operations, we had 14 soil remediation facilities;

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In our liquid waste operations, we had more than 50 liquid waste collection, processing or storage facilities; and

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Across our operations, we had more than 11,500 employees.

        See "—Our Operations—Business Lines" for additional information regarding our business lines.

        The table below summarizes our three business lines as at December 31, 2019.

(1)

See "Prospectus Summary—Summary Historical Consolidated Financial Information".

        Our comprehensive service offerings across our business lines position us to be a "one-stop" provider of environmental services to our customers and differentiate us from our competitors that do not offer the same breadth of services. Our locally-based regional managers and sales representatives are best suited to identify and service our customers' needs, supported by our centralized back office functions. As a result, we believe that we are well-positioned to further unlock cross-selling

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opportunities to support new customer environmental services needs and to convert existing customers into customers for our other business lines.

        Our network of facilities and route collection assets position us to realize operational efficiencies and obtain procurement and cost synergies, including from the significant volume of waste that we control across our operations. In each of our geographic markets, our strong competitive position is supported by the significant capital investment that would be required to replicate our network infrastructure and asset base, our productivity from route density that we have developed to date, as well as the stringent permitting and regulatory compliance required to operate a platform of our size.

        The map below shows our strategically-located facility network.

        We have a large and diverse customer base. In our solid waste management business, we currently serve over 4 million households, including those covered by more than 650 municipal collection contracts, and over 135,000 commercial and industrial customers. Our infrastructure & soil remediation business is currently concentrated in Southern Ontario and services many of the major Canadian infrastructure customers in that market. We are selectively expanding the geographic presence of our operations in this line of business, prioritizing other major metropolitan centres in Canada, such as the British Columbia and Québec markets, where we have complementary solid and liquid waste assets and where existing and new customers have sought our infrastructure & soil remediation services in support of their major complex projects. Our liquid waste management line of business currently serves over 13,000 customers. Our top 10 customers accounted for approximately 9.6% of Fiscal 2019 revenue, and no single customer represented more than approximately 3.0% of Fiscal 2019 revenue.

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        For Fiscal 2019, our revenue by line of business, geography and source was as follows:

        The revenue generated from both our solid and liquid waste management operations is predictable and recurring in nature as a result of the stability of waste generation and the contractual nature of these business lines. In many of our markets, we are able to successfully adjust pricing to reflect increases in our operating costs such as labour, fuel, logistics and other environmental expenses to broadly ensure that we continue to secure appropriate returns on capital. Our municipal solid waste customer relationships are supported by contracts with initial terms of three to 10 years, with one to five year renewal terms at the option of the municipality, and typically contain annual CPI and periodic fuel adjustments. Similarly, our solid waste contracts with commercial and industrial customers typically have three to five year terms with automatic renewals, volume-based pricing and CPI, fuel and other adjustments. Many of the businesses we have acquired have never implemented pricing growth strategies in their markets. As a result, we believe that we have the ability to continue to grow our revenue through the implementation of consistent pricing optimization strategies across our platform. In addition, many of our municipal and commercial contracts are only in their first or second renewal or extension term. When our municipal contracts are renewed or extended, we focus on marketing additional or upgraded services, such as automated carts or the collection of additional waste streams, that support further price increases.

        We have historically demonstrated a strong track record of winning renewals or extensions of existing contracts with our municipal customers. For example, we successfully rebid our municipal contract with the City of Detroit for a five-year term that commenced on June 1, 2019. We also have a track record of winning repeat business with our major infrastructure & soil remediation and liquid waste customers. In our infrastructure & soil remediation business, our work is project based, often on large multi-year infrastructure projects, such as subway or other large-scale transit expansion projects, with a set term and three to four month lead times from contract to start of work. In our liquid waste business, we provide both regularly scheduled and on-call industrial waste management services, including emergency response services, for municipal, industrial and commercial customers. Furthermore, we have long-term relationships with many of our liquid waste customers who rely on our expertise to service their various waste streams. We believe there are numerous opportunities for us to continue to win new contracts and increase our market share in our current markets, as well as in new or adjacent markets.

        We have generated strong, stable organic growth by leveraging our diversified business model and scalable network of facilities to increase the breadth and depth of services provided to our existing customers, realizing cross-selling opportunities between our complementary service capabilities, winning new contracts and renewals or extensions of existing contracts, and expanding into new or adjacent markets. We have a proven track record of successfully implementing this strategy, most notably to date

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in Southern Ontario, where we have built meaningful liquid waste and infrastructure & soil remediation businesses alongside our solid waste management operations. We also see attractive opportunities to continue to expand our solid waste and infrastructure & soil remediation offerings in parts of Western Canada and the Midwestern United States, where we have an established asset and employee base servicing our liquid waste operations. We will continue to seek to replicate this model in other markets where we do not currently operate all three lines of our business. In our infrastructure & soil remediation business line, we are leveraging our existing expertise and reputation to expand into other large metropolitan centres in Canada with projects for existing customers or for which we are qualified to bid. With our acquisition of a liquid waste platform in the Midwestern United States in the fourth quarter of Fiscal 2018, we expect to begin to cross-sell liquid and solid waste management services to our customers in those markets in the United States where we have both a solid and liquid waste presence.

        In addition to strong organic growth, we have completed over 100 acquisitions since 2007, generally at an average adjusted EBITDA multiple of 7.0x, excluding platform acquisitions. We focus on selectively acquiring premier independent regional operators, like Waste Industries, to create platforms to enter and expand into new markets across each of our business lines. We then seek to build scale by utilizing our broader infrastructure and platform acquisitions to make and effectively integrate smaller tuck-in acquisitions. We have a track record of sourcing and executing acquisitions of leading, high quality and complementary businesses by leveraging the relationships that our senior and regional leadership have built with potential vendors over time. We believe that this proven strategy minimizes integration risk and allows us to grow the top line revenue and profitability of acquired businesses under the GFL banner, while maintaining their same high service standards. This approach to acquisitions creates meaningful cost synergies by increasing route density and collection volumes, and drives margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions.

        The North American environmental services industry remains highly fragmented with many regional, independent operators across all three of our business lines. We believe that many of these independent operators may wish to sell their businesses to provide succession for their family members or employees or as part of their estate planning. We believe our relationship-based approach and track record of executing on the terms and the timeline we commit to make us an acquirer-of-choice in the highly fragmented environmental services industry.

        Since December 31, 2019, we have closed the Interim Acquisitions, representing aggregate annualized revenue of approximately $442.0 million.

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Our Industry

        We operate in the large and stable North American environmental services industry, which EBJ estimates totaled approximately US$434 billion in 2018 based on annual revenue. Key characteristics of our industry include relative recession resistance, high visibility of waste volumes, a stringent regulatory framework, high capital intensity to achieve scale and significant fragmentation which, in turn, has led to strong consolidation activity.

        The North American environmental services industry has benefitted from an attractive macroeconomic and demographic backdrop. From 2012 to 2018, both Canada and the United States experienced strong nominal GDP CAGRs of 3.3% and 4.0%, respectively, and population growth of 1.0% and 0.7%, respectively. In particular, population growth has driven strong increases in housing starts and infrastructure spending, which underpin growth across the solid waste, infrastructure & soil remediation, and liquid waste segments of the environmental services industry.

North American Environmental Services Industry

Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

North American Solid Waste Industry

        EBJ estimates that the North American solid waste industry market generated approximately US$73 billion of revenue in 2018 (US$8 billion in Canada and US$65 billion in the United States) and expects it to grow at an approximately 2.3% CAGR to reach approximately US$82 billion by 2023. We believe that our geographic presence in Canada and the United States will position us well to capitalize on favourable demographic and macroeconomic trends in the markets that we serve.

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North American Solid Waste Industry

Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        Proper waste collection and disposal is essential for public health and safety, making the solid waste industry highly defensive and relatively recession-resistant. The industry benefits from a number of sectoral attributes, including: (i) high visibility of revenue due to stable and predictable waste generation by residential and commercial customers, including, with certain customers, multi-year contracts with annual CPI and periodic fuel adjustments; (ii) stable organic growth of waste volumes correlated to population and GDP growth, with collection and disposal pricing rates largely inelastic to economic downturns; (iii) the ongoing trend of municipalities and local governments privatizing public services, including waste management services; (iv) the absence of cost-effective substitutes for collection and landfill disposal; and (v) limited opportunities for new market entrants due to the geographical, regulatory, environmental and significant capital costs of landfill and asset development. These competitive dynamics are amplified through route density of collection operations and vertical integration where companies control the waste stream from collection to disposal. Due to the factors described above and the predictability of operating and capital costs, solid waste management companies have historically generated strong, recurring cash flows.

        The North American solid waste industry is highly fragmented which presents attractive consolidation opportunities. EBJ estimates that in 2018, the top five providers in Canada and the United States controlled approximately 31% and 48% of their respective markets and were generally large, national companies. The remaining market participants were smaller private companies as well as municipalities that continue to own and operate waste collection and disposal operations.

North American Infrastructure & Soil Remediation Industry

        According to EBJ, the North American infrastructure & soil remediation industry generated approximately US$49 billion of revenue in 2018 and is expected to grow at an approximately 2.9% CAGR to reach approximately US$56 billion by 2023. Key growth drivers include infrastructure investment, commercial and residential construction, and demolition performed to facilitate new construction. Growth is also expected to be driven by greater recognition of remediation of contaminated soil as a more environmentally sustainable alternative than disposal at landfills.

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North American Infrastructure & Soil Remediation Industry

Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        The infrastructure & soil remediation industry includes treatment of contaminated soil and sediment as well as complementary infrastructure services, including shoring, excavation, and civil and demolition services. Soil remediation businesses operate by using on-site, commonly referred to as in-situ, or off-site, commonly referred to as ex-situ, remediation techniques or by accepting contaminated soils for transportation to and disposal at landfills. In-situ treatments involve containment treatment at the origin of contaminated soil, while ex-situ treatments involve the excavation and removal from the originating site of contaminated soils for processing and disposal. In many cases, soil remediation is a critical path item for project development. General contractors seek out service providers who can complete soil remediation on a timely, cost-effective basis to avoid overall project delays and related penalties.

        The North American infrastructure & soil remediation industry is highly specialized with only a few significant players operating in each region in which we have relevant operations. In order to operate soil remediation or disposal facilities, service providers must obtain government permits through a costly and time-consuming permitting process. In addition, federal, provincial and state governments in the Canadian and United States markets in which we operate have adopted increasingly stringent standards regulating soil contaminants in recent years. As of 2018, EBJ estimates that in Canada, approximately 14% of the market was held by the five largest companies, each generating greater than $100 million of revenue annually. Approximately 25% of the market consisted of participants with annual revenue between $50 million and $100 million with the balance comprised of smaller players, each generating less than $50 million in annual revenue. In the United States, EBJ estimates that, as of 2018, approximately 8% of the market was held by companies with annual revenues greater than US$100 million with another approximately 20% of the market consisting of participants with annual revenue between US$50 million and US$100 million. The remaining 72% of the market was comprised of smaller local or regional constituents that each generated less than US$50 million in annual revenue.

North American Liquid Waste Industry

        EBJ estimates that the North American liquid waste industry generated approximately US$36 billion of revenue in 2018, and expects it to grow at an approximately 3.0% CAGR to reach approximately US$42 billion by 2023.

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North American Liquid Waste Industry

Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433.

Source: EBJ.

        This industry is broad in scope, offering services including waste water collection and processing; UMO collection, processing and resale; hydro vacuum services; waste packaging; lab packing; and on-site industrial services, such as parts and tank cleaning and waste removal. Similar to solid waste, and infrastructure & soil remediation, the liquid waste industry is highly regulated by municipal, provincial, and federal authorities that require permitting and ongoing operational supervision. Key drivers of the business include industrial production, oil prices, infrastructure investment and vehicle population. According to EBJ, in 2018, the top five players in Canada and the United States accounted for approximately 33% and 6% of their respective markets with the balance held by small and mid-sized operators.

Investment Highlights

Leading, High Growth Environmental Services Platform

        Through a combination of organic growth and acquisitions, we have grown revenue in excess of our publicly-traded environmental services peers. From 2017 to 2019, our CAGR for revenue has grown at a higher rate than our publicly traded environmental services peers. Between Fiscal 2017 and Fiscal 2019, we grew revenue from $1,333 million to $3,347 million. Over the same period, our net loss increased from $(101) million to $(452) million and our Adjusted EBITDA grew from $307 million to $826 million. For a discussion of Adjusted EBITDA which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of

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Financial Condition and Results of Operations—Non-IFRS Measures" and "Prospectus Summary—Summary Historical Consolidated Financial Information".

        We have generated strong, stable organic growth by leveraging our diversified business model and scalable network of facilities to increase the breadth and depth of services provided to our existing customers, realizing cross-selling opportunities between our complementary service capabilities, winning new contracts and renewals or extensions of existing contracts, and expanding into new or adjacent markets. We have a proven track record of successfully implementing this strategy, most notably to date in Southern Ontario, where we have built meaningful liquid waste and infrastructure & soil remediation businesses alongside our solid waste management operations. We will continue to seek to replicate this model in other markets where we do not currently operate all three lines of our business. In our infrastructure & soil remediation business line, we are leveraging our existing expertise and reputation to expand into other large metropolitan centres in Canada with projects for customers for which our integrated service model is particularly well-suited, or for which we are qualified to bid. With our acquisition of a liquid waste platform in the Midwestern United States in the fourth quarter of Fiscal 2018, we expect to begin to cross-sell liquid and solid waste management services to our customers in those markets in the United States where we have both a solid and liquid waste presence.

        Our scalable capabilities and diverse service offerings also allow us to be responsive to changing customer needs and regulatory demands. For example, we believe we are well-positioned to service the increasing rates of waste diversion from landfills in Canada as well as the growing customer demand for sustainability solutions through our soil remediation facilities in Ontario, Manitoba and Saskatchewan, and our organics facilities in British Columbia, Saskatchewan, Alberta and Ontario. As a result of the Waste Industries Merger, we have added to our platform a network of collection operations, transfer stations and landfills primarily in the Southeastern United States, through which we manage our customers' solid waste streams from collection to transfer to disposal. In addition, Ven Poole, the former Chief Executive Officer of Waste Industries, is now an investor in GFL as a result of the Waste Industries Merger.

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        Our ability to identify, execute and integrate value-enhancing acquisitions has also been a key driver of our growth strategy. The North American environmental services industry remains highly fragmented and we continue to see attractive acquisition opportunities in all three of our business lines.

Industry-Leading Financial Growth Profile

        We believe that our financial performance is predictable and stable. Solid and liquid waste environmental services are largely non-discretionary in nature, which makes them relatively less sensitive to cyclical economic trends. The solid waste markets in which we compete are also characterized by longstanding customer relationships, supported by long-term contracts with municipalities, many with annual CPI and periodic fuel adjustments, and for our commercial and industrial customers, automatic term extensions with pricing that is based on volume as well as periodic adjustments (including customary surcharges) which reflect increases in operating costs such as fuel, labour, regulatory compliance and other factors.

        Our growth has been driven by the execution of our organic growth and acquisition strategies. Our "one-stop" strategy enables us to grow the breadth and depth of services we provide to our customers, and to further unlock cross-selling opportunities to support customer needs for more than one business line and convert customer relationships from our first-on-site offerings into contracts for our other environmental services. We also focus on leveraging our expertise and service capabilities across our entire platform to drive efficiencies, which further supports our growth. We will continue to focus on accretive acquisitions, such as the margin-accretive acquisition, of our first liquid waste platform in the United States in the fourth quarter of Fiscal 2018 and the Waste Industries Merger. We believe this approach, combined with our flexible disposal strategy, allows us to generate strong free cash flow and allocate more capital towards the execution of our growth initiatives.

Diversified Business Model Across Business Lines, Geographies and Customers

        Since inception, we have expanded our footprint from Ontario to across Canada and into the United States. Today, our business is well-diversified across business lines, geographies and customers.

        In Fiscal 2019, approximately 74%, 16% and 10% of our revenue was generated from our solid waste management, infrastructure & soil remediation and liquid waste management business lines, respectively. Our revenue is also well-distributed by geography, with approximately 53% and 47% of Fiscal 2019 revenue generated by our operations in Canada and the United States, respectively. We expect further geographic diversification as we continue to execute on our organic and acquisition growth strategies.

        We have a large and diverse customer base. In our solid waste management business, we currently serve over 4 million households, including those covered by more than 650 municipal collection contracts, and over 135,000 commercial and industrial customers. Our infrastructure & soil remediation business is currently concentrated in Southern Ontario and services many of the major Canadian infrastructure customers in that market. We are expanding these operations into other major metropolitan centres in Canada where our customers have infrastructure projects, including in British Columbia and Québec. Our liquid waste management line of business currently serves over 13,000 customers. Our top 10 customers accounted for approximately 9.6% of Fiscal 2019 revenue, and although we service large, flagship municipal contracts for cities like Toronto and Detroit, no single customer represented more than approximately 3.0% of Fiscal 2019 revenue. As we continue to build out our underpenetrated business lines in new markets, win new contracts and grow our customer base, we expect the diversification of our business by customer to continue.

        We believe that our diversified business model affords us several advantages. In addition to providing stability across macroeconomic cycles and greater predictability to our organic growth, our

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ability to act as a one-stop provider for all of our customers' environmental services needs provides us with significant opportunities to unlock cross-selling opportunities across our business lines. For example, liquid waste customers typically also need solid waste management services. In addition, our infrastructure & soil remediation business allows customers to source all of their infrastructure project needs from us, as well as on-site hydro vacuum services offered by our liquid waste business line. Infrastructure projects also drive volumes into our soil remediation facilities. We have the ability to expand our infrastructure & soil remediation business with our existing customers as they undertake new projects in the markets that we serve. We believe that being first on-site with customers through our infrastructure offerings allows us to use our relationships with general contractors to also offer them solid and liquid waste services during the life of the relevant project as well as following its completion. We believe that the breadth of services that we offer our customers in our infrastructure operations uniquely positions us to compete on our service capabilities as well as on price. As we continue to build our customer base in all of our lines of business, we expect to be able to realize on additional cross-selling opportunities.

        Our diversified business model also complements our acquisition strategy, which is an important component of our growth. With multiple business lines, we are able to source acquisitions from a broader pool of potential targets. This allows us to continue to seek out accretive acquisition opportunities and helps to reduce execution and business risk inherent in single-market and single-service offering strategies.

Scalable, Strategic Network of Facilities that would be Difficult to Replicate

        We provide our services through a strategically-located network of facilities in all major metropolitan centres. We have an extensive geographic footprint, operating throughout Canada and in 23 states in the United States. As of December 31, 2019, our network included more than 100 collection operations, more than 70 owned or managed transfer stations, 45 owned or managed landfills, more than 20 owned or managed MRFs, 11 organics facilities, 14 soil remediation facilities and more than 50 liquid waste collection, processing or storage facilities. In each of our markets, our strong competitive position is supported by the significant capital investment that would be required to replicate our valuable network infrastructure and asset base, our productivity from route density that we have developed to date, as well as by the stringent permitting and regulatory compliance requirements to operate a platform of our size. We believe that our size and scale are difficult to replicate and present a distinctive and significant competitive advantage versus both smaller, traditional competitors and asset-light technology-focused waste competitors.

        Our broad network of solid waste facilities underpins our ability to compete in markets with different disposal dynamics and profitably manage the solid waste volumes that we control. In some markets, we create and maintain vertically-integrated operations through which we manage our customers' waste streams from collection to transfer to disposal, a process we refer to as internalization. By internalizing waste in those markets where we have vertically-integrated operations, we are able to deliver high quality customer service and benefit from a stable and predictable revenue stream while maximizing profitability and cash flow from our operations. In disposal-neutral markets, or markets with excess landfill capacity, we leverage our control of the substantial solid waste volumes from our collection and transfer stations to negotiate competitive disposal and pricing terms with third party disposal facilities. Revenue from our landfill operations represented approximately 5% of Fiscal 2019 revenue, which is below that of many of our peers. This has allowed us to generate strong free cash flow due to the lower capital intensity typically associated with our operations mix, which is less reliant on developing owned landfills. Overall, we believe we have an attractive network of environmental services facilities with the most relevant assets in markets where they are best-suited to efficiently meet our operational needs.

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Proven Ability to Identify, Execute and Integrate Acquisitions

        Our disciplined ability to identify, execute and integrate value-enhancing acquisitions has been a key driver of our growth to date. We focus on selectively acquiring premier independent regional operators to create platforms in new markets. We then seek to build scale by making and effectively integrating tuck-in acquisitions that generate meaningful cost synergies by increasing route density and drive margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities. We have a deep and multi-disciplinary team that executes our acquisitions. Such team includes, among others, our Vice President of Corporate Development, our Vice President of Integration, our legal group, corporate development associates, IT professionals, environmental professionals and other support resources.

        Since commencing operations in 2007, we have completed over 100 acquisitions, including the Waste Industries Merger and the acquisition of a liquid waste platform operating primarily in the Midwestern United States, both of which significantly expanded our geographic footprint in the United States. Prior to its merger with us, Waste Industries was a leading independent, vertically-integrated solid waste management company, based in the Southeastern United States. In connection with our acquisitions, such as the Waste Industries Merger, we have incurred additional indebtedness. As of December 31, 2019, we had approximately $7,684.0 million of indebtedness outstanding. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions.

        We have experience in executing large-scale platform acquisitions, as demonstrated by our completion of the Waste Industries Merger, which valued Waste Industries at a total enterprise value of US$2.8 billion, and our acquisitions in 2016 of solid waste operations in Eastern Canada and Michigan for approximately $775 million and approximately $400 million, respectively. These large-scale platform acquisitions have opened new markets to us, provided us with new opportunities to realize cross-selling opportunities, and are expected to drive procurement and cost synergies across our operations. We also have experience successfully integrating acquired regional businesses into our existing network, expanding their top line revenue and profitability under the GFL banner while maintaining their same high service standards.

        While our senior management team is responsible for executing and integrating acquisitions, our decentralized management structure allows us to maintain a robust acquisition pipeline by identifying attractive opportunities at the local market level. We focus on developing relationships with potential vendors over time. Our typical approach to transactions involves engaging internal and/or external specialists and advisors, conducting due diligence, entering into a definitive agreement, closing the transaction and then integrating the acquired business, assets, systems and personnel into our broader operations. We are committed to delivering on the indicative transaction terms we propose to vendors in our letters of intent, including providing a definitive timeline to close. We believe that these core acquisition principles resonate with potential vendors and have enabled us to develop a reputation as an acquirer-of-choice. Additionally, we believe that our entrepreneurial and returns-driven culture is

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highly attractive to vendors who wish to remain involved in the business after an acquisition has been completed. Our historical number of acquisitions is highlighted below.

(1)

YTD 2020 includes transactions we closed from January 1, 2020 up to the date of this prospectus.

Well-Invested Fleet and Operating Infrastructure

        We have made substantial investments in our facilities, fleet, technology and processes which we believe will support our future growth. As of December 31, 2019, we had approximately 4,861 routed solid waste collection vehicles with an average age of approximately 7.1 years, compared to an estimated useful life of 10 years, and approximately 455 routed liquid waste collection vehicles with an average age of approximately 9.7 years, compared to an estimated useful life of 15 years. In addition to enhancing our operating performance, our young, well-invested fleet supports a safer working environment for all of our field employees. In our solid waste operations, we have invested in CNG fueling stations and highly-efficient CNG-fueled collection vehicles, which currently comprise approximately 14.2% of our solid waste collection fleet. These investments have resulted in lower fuel and near-term maintenance expenditures, leading to higher operating margins. As we replace and add new vehicles to our fleet, we intend to increase our CNG vehicle count where we have existing CNG facilities and service select new municipal contract wins with new CNG vehicles. We have also invested in new technologies such as the addition of side-arm loaders to our fleet which we believe will maximize the utilization of our fleet and further support a safer working environment. Fleet standardization initiatives have improved purchasing efficiency, reduced capital expenditure variability and maintenance turnaround time, and minimized parts inventory while also enhancing the overall customer experience. We are also evaluating the potential benefits associated with other technologies, including the use of electric vehicles more broadly within our operations.

        We intend to continue to implement our strategy of centralizing our administrative function to reduce our corporate costs and improve efficiency of our growing platform. In addition, we have implemented comprehensive enterprise resource planning systems, and back-office and information-technology infrastructure, which we believe will continue to improve our asset productivity, strengthen our customer engagement, further enhance employee safety and increase the efficiency of our business operations.

Best-in-Class, Founder-led Management Team

        We are led by a team of highly experienced and entrepreneurial executives. Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer, has led our operations since inception in

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2007 and has approximately 16 years of industry experience. Mr. Dovigi and our senior leadership team have instilled a results-oriented, entrepreneurial culture that emphasizes operational excellence and the importance of safety for our employees and customers.

        Our senior leadership team has an average of approximately 18 years of environmental services experience. Our solid waste regional leadership team has an average of approximately 21 years of relevant experience and includes Area or Regional Vice Presidents for Michigan, Colorado, Canada West, Canada East and the U.S. Southeast. In addition, our liquid waste regional leadership team has an average of approximately 20 years of relevant experience and includes Area Vice Presidents of Canada and the U.S. We have adopted a decentralized operating structure, giving operational oversight to our regional business leaders. We believe this model is advantageous given the regional and fragmented nature of the markets in which we operate and the relationship-based approach to our acquisition strategy. Furthermore, we believe that our operating structure provides our employees with a greater sense of ownership, which drives the efficiency and profitability of our business. Since inception, our management team has driven strong revenue growth across our business in excess of our publicly-traded environmental services peers, and has built a platform that we believe positions us well for continued growth, margin expansion and strong free cash flow generation.

Long-Term Focus on Environmental Responsibility and Sustainability

        Sustainability is fundamental to GFL. We strive to provide accessible, cost-effective environmental solutions to our customers and the communities we service to be Green for Life. Aligned with this purpose, we have made significant investments in new technology and in the innovation of existing management and operating processes, including a robust environmental management system that tracks regulatory compliance and various performance measures. These investments reflect our commitment to providing sustainable environmental solutions and are also value-enhancing initiatives for our business. Examples of these investments include:

•

Organics facilities that recycle organic waste to produce a high-quality compost product, fertilizers and other soil supplements. By providing a commercially-viable environmental solution, communities are able to help reduce their overall greenhouse gas footprint by keeping organic waste out of landfills.

•

Landfill gas-to-energy facilities that capture landfill gas and convert it into a renewable source of electricity for households and commercial establishments.

•

Incorporation of CNG vehicles into a portion of our solid waste collection fleet. CNG emits less greenhouse gas and contaminants per kilometre than traditional diesel fuel.

•

Soil remediation facilities that remediate contaminated soils otherwise destined for landfill disposal for reuse in construction and development projects. The use of soil remediation facilities not only reduces construction costs but also reduces greenhouse gas emissions from trucking by supporting the beneficial reuse of soils.

•

A re-refinery which will recycle UMO from passenger and commercial vehicles into marine diesel fuels. By displacing virgin fuels, environmental impacts from resource extraction are avoided.

        We have the goal of being recognized as a leader in driving sustainable solutions for the industry. In support of this initiative, GFL is developing a three-year plan to further identify and embed sustainable management initiatives into our operations. We strive to continuously enhance our environmental management systems, re-evaluate our processes, and strengthen our team with individuals who have the task of actively identifying and implementing sustainable environmental solutions that enhance our return on capital and result in growth. Certain of our current corporate social responsibility measures include: a Safe for Life commitment, which focuses all employees and

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contractors on a clear path to achieving a best in industry total recordable incident rate; a Women in Waste program, which is a diversity strategy aimed at increasing participation of women in GFL's hourly workforce; and the Full Circle Project, which allows GFL's customers to identify charitable categories for GFL's annual giving commitment and encourages employee participation to support local charities in customer-identified categories.

        As individuals and communities have a desire to be more environmentally-conscious, we believe that we are in a strong position to benefit from this trend as we have a range of service offerings, including organics processing and commercial recycling. Additionally, we believe we are well-positioned to adapt to environmental regulatory changes given our scale and operating sophistication.

Growth Strategies

        We believe that we are well-positioned to continue capitalizing on the attractive growth opportunities in the North American environmental services industry. We expect to achieve our future growth through a three-pronged strategy of (i) generating strong, stable organic revenue growth, (ii) executing strategic, accretive acquisitions and (iii) driving operating cost efficiencies across our platform.

Generating Strong, Stable Organic Revenue Growth

        We are focused on generating strong, stable organic growth by serving our existing customers' demand for all of the environmental services that we offer, renewing contracts and winning new customers, and expanding our service offerings into new geographic markets.

Driving Market Share with Existing Customers and Realizing Cross-Selling Opportunities

        Within and across our business lines, many of our customers currently rely on more than one service provider to meet their environmental service needs. We intend to deepen our relationships with our existing customers, win business that is currently being serviced by third parties and thereby improve our customer penetration.

        By positioning ourselves as a "one-stop" environmental services provider, we plan to leverage our diverse service offerings to unlock potential cross-selling opportunities across our business lines. For example, infrastructure & soil remediation customers typically also have a solid and liquid waste service requirement. We believe that being first on-site with customers through our infrastructure & soil remediation offerings allows us to use our relationships with general contractors to also offer them solid and liquid waste services in those markets. In addition, we believe that the breadth of the services we offer through our infrastructure & soil remediation operations uniquely positions us to compete on our service capabilities as well as on price. We also intend to place a greater focus on cross-selling our solid waste services to liquid waste customers across markets where we maintain both a solid and liquid waste management presence. We expect that by driving additional cross-selling, we will be able to generate additional revenue per customer and realize operating cost benefits across our platform.

Renewing Contracts and Winning New Customers

        We have a proven track record of renewing contracts with our existing customers, often on more favourable terms, as well as winning new customers and contracts.

        We serve over 4 million households, including those covered by more than 650 municipal collection contracts, more than 135,000 commercial and industrial customers in our solid waste management business line, and over 13,000 customers in our liquid waste management business line.

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        We have historically been successful at extending and renewing existing municipal contracts, and expect to continue to do so as municipal contracts come up for tender or near their expiry. For example, we were successful in rebidding our municipal contract with the City of Detroit for a five-year term that commenced on June 1, 2019. In many of our markets, we are able to successfully adjust pricing to reflect increases in our operating costs such as labour, fuel, logistics and other environmental expenses to broadly ensure that we continue to secure appropriate returns on capital. Furthermore, many of the businesses we have acquired have never implemented pricing growth strategies in their markets. As a result, we believe that we have the ability to continue to grow our revenue through the implementation of consistent pricing optimization strategies across our platform. In addition to seeking price increases on municipal contract renewals and extensions, we also focus on marketing additional or upgraded services, such as automated carts or collection of additional waste streams, as support for the price increases.

        We also believe there are numerous opportunities for us to continue to win new contracts and expect to benefit as municipalities continue to outsource public services, including waste management, which we believe will increase the size of our total addressable market.

Extending our Geographical Reach

        We see attractive opportunities to leverage our platform to organically extend the geographic reach of our business lines beyond the markets we currently operate in to serve both existing and new customers. We have a proven track record of successfully implementing this strategy, notably in Southern Ontario where we built meaningful liquid waste and infrastructure & soil remediation businesses alongside our solid waste operations, growing revenue from approximately $54 million to $800 million between the year ended December 31, 2009 and the year ended December 31, 2019, a CAGR of 30.9% over the same time period. We intend to continue to leverage this strategy to pursue additional opportunities in other markets in which we operate. For example, we see attractive opportunities to continue to expand our solid waste and infrastructure & soil remediation offerings in parts of Western Canada and the Midwestern United States, where we have an established asset and employee base in our liquid waste operations. Similarly, we expect to continue to expand our liquid waste operations in Eastern Canada where we have established solid waste operations.

        The maps below depict our relative market position by business line in each of the jurisdictions in which we operate and highlight the attractive geographic expansion opportunities before us. Even in those areas where we enjoy high levels of penetration, we believe that we have significant growth opportunities in each of our three business lines.

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Executing Strategic, Accretive Acquisitions

        The North American environmental services industry is highly fragmented and presents attractive opportunities for us to continue to grow through strategic, value-enhancing acquisitions. We have completed over 100 acquisitions since 2007, generally at an average adjusted EBITDA multiple of 7.0x, excluding platform acquisitions.

        We focus on selectively acquiring premier independent regional operators, like Waste Industries, to create platforms to enter and expand into new markets across each of our business lines. We then seek to build scale by utilizing our broader infrastructure and platform acquisitions to make and effectively integrate tuck-in acquisitions that create meaningful cost synergies by increasing route density and collection volumes, and drive margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities.

        We expect to continue to expand our geographic presence through select platform acquisitions and tuck-in acquisitions. In Canada, we plan to complete acquisitions that are complementary to our existing operations across each of our business lines. In the United States, we expect to continue to grow our presence by opportunistically entering into new geographic markets as new platform acquisition opportunities arise and completing tuck-in acquisitions in markets where we have already acquired a platform, including Michigan and the Southeastern United States for our solid waste operations, and the Midwestern United States for our liquid waste operations.

        Since December 31, 2019, we have closed the Interim Acquisitions, representing aggregate annualized revenue of approximately $442.0 million. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions.

Driving Operating Cost Efficiencies

Improving Operating Margins

        As we execute on our growth strategies, we will continue to leverage our scalable capabilities to manage costs and drive higher operating margins. We also expect that our continued efforts to increase route density and service new contract wins with our existing network of assets and fleet will increase profitability in each of our business lines.

        We will continue to enhance our operating margins through the implementation of our flexible disposal strategy in our solid waste operations. By internalizing waste in those markets where we have vertically-integrated operations, including many of the markets acquired in the Waste Industries Merger, we expect to deliver high quality customer service and benefit from a stable and predictable revenue stream while maximizing profitability and cash flow from operations. In disposal-neutral markets or markets with excess landfill capacity, we will continue to leverage the substantial solid waste volumes from our network of collection and transfer stations to negotiate competitive disposal and pricing terms with third-party disposal facilities. The success of our strategy is illustrated by the decline in our disposal costs for waste from our Southern Ontario operations since 2008 as the commercial and industrial tonnage volumes we manage have increased.

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Reduction in Our Solid Waste Disposal Costs in Southern Ontario⁽¹⁾

(1)

Based on our disposal costs with main landfill provider in the region.

(2)

Volume presented in thousands of metric tonnes.

        We also expect to improve the operating margins of our liquid waste and infrastructure & soil remediation business lines. As we leverage our platform to pursue new business opportunities and expand our geographic footprint, we will seek to improve the routing of liquid and soil volumes to our facilities that are closer to the customer or work site, thereby increasing route density and improving efficiencies.

        We believe that our growing scale provides tangible procurement benefits, creating opportunities for cost savings through greater purchasing power in key expense categories such as fuel, insurance and equipment purchases. We expect this will continue to improve our competitiveness when negotiating purchase contracts with our suppliers.

        Our strategy of employing highly-efficient CNG-fueled solid waste collection vehicles and CNG fueling stations results in lower fuel and near-term maintenance expenditures, as well as expanded operating margins. As we replace and add new vehicles, we intend to continue to increase our CNG fleet.

Improving Selling, General and Administrative Expenses Margins

        We have made substantial capital investments in our facilities, technology processes and administrative capabilities to improve our operating efficiency and support future growth. In Fiscal 2017, we consolidated five of our administrative offices into a single corporate office in Vaughan, Ontario, which we believe has the capacity to service a significant portion of our growing platform. We have also implemented enterprise resource planning systems, back-office and information-technology infrastructure, which we expect will improve our productivity and further enhance employee safety. As a result of these capital investments, we expect to increasingly leverage shared services and common platforms across our operations.

        We maintain strong discipline in our cost structure and regularly review our practices to optimally manage expenses and increase efficiency. While SG&A increased during Fiscal 2018 as a result of certain transaction expenses relating to the Waste Industries Merger, as shown in the chart below, our Adjusted SG&A, as a percentage of revenue, has meaningfully declined over time and we expect to maintain similar operational discipline in the future.

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SG&A and Adjusted SG&A as a Percentage of Revenue

        For a discussion of Adjusted SG&A, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures".

Realizing Cost Synergies from Acquisitions and Internal Programs

        We expect to realize significant cost synergies as we continue to execute and integrate strategic acquisitions. Since the closing of the Waste Industries Merger in November 2018, we have taken actions that we expect will lead to cost synergies of approximately $19.0 million on an annual basis. We believe these synergies will grow to approximately $35.0 million on an annual basis within the first 18 months after the closing of the Waste Industries Merger through further personnel consolidation, increased procurement savings, particularly through insurance and audit savings, and centralized administrative support functions and operational efficiencies.

        In addition to cost synergies realized through acquisitions, we regularly evaluate potential initiatives that may materially enhance efficiencies across our platform. For example, during 2018, we undertook a comprehensive review of our procurement practices that identified significant savings opportunities, many of which have been implemented. We expect these initiatives to continue to produce meaningful savings without impacting day-to-day operations, our high service standards, or customer experience.

Our Operations

Business Lines

        The following is a description of our business lines.

Solid Waste

        We have solid waste operations across major metropolitan centres and secondary markets in nine provinces in Canada, and in 10 states in the United States. For Fiscal 2019, our solid waste business line accounted for approximately 74% of our revenue.

        In our collection operations, we collect non-hazardous solid waste including, recyclables, organics and bulk waste from municipal, residential, and commercial and industrial customers. Our collection services are provided to customers under: (i) municipal collection contracts where we contract directly with the municipality to collect various waste streams from households in one or more areas of the municipality; (ii) residential subscription agreements where we collect various waste streams from residents in one or more areas of a municipality under contract with each resident or with the municipality which gives us the exclusive right to provide collection services to those residents; and (iii) customer service agreements with commercial and industrial customers providing for recurring services and/or temporary services. Our municipal solid waste customer relationships are supported by

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contracts with initial terms of three to 10 years, with one to five year renewal terms at the option of the municipality and which typically contain annual CPI and periodic fuel adjustments. Many of our municipal and commercial contracts are only in their first or second renewal or extension term. Pricing for these contracts is based on a variety of factors including collection frequency, type of service, type and volume or weight of waste, and type of equipment and containers furnished to the customer. Our solid waste contracts with commercial and industrial customers for recurring services typically have three to five year terms with automatic renewals, volume-based pricing and CPI, fuel and other adjustments.

        As a result of the contractual nature of this business line, the revenue generated from our solid waste operations is predictable and recurring in nature. Furthermore, revenue from our solid waste collection operations is also well-diversified across geographies and customers. We believe that the breadth of our customer relationships, long-term contracts and high renewal rates provide us with a high degree of revenue and margin stability and visibility.

        In addition to handling our own collected waste volumes, our strategically-located transfer stations, landfills and organics facilities generate tipping fees paid to us by municipalities and third-party haulers and waste generators. We also operate transfer stations, landfills, MRFs and convenience sites for municipal owners under a variety of compensation arrangements, including fixed fee arrangements or on a tonnage or other basis. In those markets where we have operations in more than one of our business lines, we generate revenue in our solid waste operations from cross-selling solid waste services to our liquid waste and infrastructure & soil remediation customers.

Infrastructure & Soil Remediation

        Our infrastructure & soil remediation operations are currently concentrated in Southern Ontario and service many of the major Canadian infrastructure customers in that market. For Fiscal 2019, our infrastructure & soil remediation business line accounted for approximately 16% of our revenue.

        In our infrastructure & soil remediation operations, we excavate and transport clean and contaminated soils and remediate and dispose of contaminated and remediated soils. We primarily remediate soils contaminated with hydrocarbons from gas stations or sodium (i.e. road salt), commercial properties and infrastructure projects. In this business line, we also offer complementary demolition, excavation, shoring and civil services that allow us to deepen our customer relationships as a single-source provider for all of their first on-site needs. Our excavation services also drive volumes to our soil remediation facilities. We believe that the breadth of the services we offer through our infrastructure & soil remediation operations uniquely positions us to compete on our service capabilities as well as our price.

        Revenue in our soil remediation and excavation operations is typically generated on a volume basis. In our infrastructure & soil remediation business, our work is project-based, often on large multi-year infrastructure projects, such as subway or other large-scale transit expansion projects, with a set term and three to four month lead times from contract to start of work.

Liquid Waste

        We have a network of collection, service and liquid waste processing and storage facilities across Canada and the Midwestern United States. We service more than 13,000 customers in our liquid waste operations. For Fiscal 2019, our liquid waste business line accounted for approximately 10% of our revenue.

        Our operations provide a broad range of both regularly scheduled and on-call waste management, as well as UMO and downstream by-product collection and resale services, to a varied customer base,

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including municipal and commercial and industrial customers. In the United States, our liquid waste operations also provide a broad range of on-site pipeline installation and maintenance services.

        We collect, manage, transport, process and dispose of industrial and commercial liquid wastes (including contaminated waste water, UMO and downstream by-products), and resell liquid waste products (including UMO and downstream by-products). In those markets where we have both liquid waste and infrastructure & soil remediation operations, we generate revenue in our liquid waste operations from cross-selling liquid waste services to our infrastructure & soil remediation customers.

        Liquid waste is collected from customer locations using box trucks, vacuum trucks or tanker trucks. Non-hazardous and/or hazardous sludges or solids are removed in box trucks, roll off containers or using high powered vacuum trucks. Our locations include tank farms where we collect, temporarily store and/or consolidate waste streams for more cost-effective and efficient transportation to final recycling, treatment or disposal locations. Wherever possible, collected liquid waste and UMO are recycled and recovered for reuse.

        Our industrial services revenue is derived from fees charged to customers on a per service, volume and/or hourly basis. Parts washer customers pay monthly rental fees, service fees, as well as for replacement solvent. Revenue in our liquid waste business is also derived from the stewardship return incentives paid by most Canadian provinces in which we have liquid waste operations, as well as from the sale of UMO, solvents and downstream products to third parties.

Customers

Municipal and Residential Customers

        For Fiscal 2019, approximately 24% of our revenue was derived from residential services, the majority of which are provided through municipal contracts. Our municipal customer base includes, among others, investment grade-rated municipalities, such as City of Toronto, City of Hamilton and City of Vancouver, as well as municipalities in the United States, including the City of Detroit, that was renewed effective June 1, 2019 for a 5 year term, Brunswick County, North Carolina and City of Raleigh, North Carolina. We have a strong track record of winning renewals or extensions of existing contracts.

        Municipal contracts generally provide for curbside collection services for all or a portion of the households within a municipality and/or collection services for all municipal facilities within the municipality or designated portion thereof. Municipal contracts are typically awarded on a competitive bid basis for a term ranging from three to 10 years often with additional one-or two-year renewal terms at the option of the municipality, with subsequent terms being negotiated or rebid. The municipal tendering process for larger contracts is generally initiated 9 to 18 months in advance of the expiry of the current contract term. The fees we charge our municipal and residential collection customers are based on a volume, per household, per service or per lift basis, and our municipal collection contracts also often provide for price adjustments indexed to annual CPI and market costs for fuel. Some of these adjustments may only result in price increases while others permit both increases and decreases, in each case based on the relevant index. Municipal collection contracts may also provide us with an effective and cost-efficient point of entry into new markets, as contract revenue covers certain expenses relating to salaries and the facilities required to service the contract, including CNG facilities. As a result, we are able to leverage this foundation to build commercial and industrial operations, as well as develop our liquid waste and infrastructure & soil remediation operations in the local market.

        In our U.S. operations, municipal contracts typically provide us with final disposal optionality, giving us control of solid waste collected through these contracts. In Canada, municipal contracts typically direct collected waste volumes to a municipal disposal facility and for recyclables, to a municipally designated facility.

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Commercial and Industrial Customers

        Our commercial and industrial solid waste collection operations have demonstrated consistent financial performance serving customers that rely on us to provide continuous, essential services, resulting in a predictable source of cash flow for us. The reliability of our service has also allowed us to expand the services we offer to our commercial and industrial customers both within the solid waste service line and across our other business lines, providing for additional growth opportunities.

        Our solid waste and certain of our liquid waste services are provided to our more than 135,000 commercial and industrial customers primarily under service agreements. Our infrastructure & soil remediation services are typically provided on a non-recurring project-by-project basis. Our solid waste service agreements with our commercial and industrial customers typically have a term of three to five years with automatic renewals. The fees we charge to our commercial and industrial customers for solid waste and liquid waste collection services are determined by a variety of factors, including collection frequency, type of service, type and volume or weight of waste, and type of equipment and containers furnished. Our contracts with our commercial and industrial solid and liquid waste customers typically include fuel and other surcharges and annual price increases indexed to CPI.

Fleet and Facilities

        In each of our markets, our strong competitive position is supported by the significant capital investment that would be required to replicate our valuable network infrastructure and asset base, as well as by the stringent permitting and regulatory compliance requirements to operate a platform of our size.

Fleet Management

        Across all of our operations, our fleet of vehicles is painted with our signature bright green colour, which we believe complements our corporate branding and assists our brand recognition in new and existing markets.

        As of December 31, 2019, our solid waste fleet consisted of approximately 4,861 routed solid waste collection vehicles with an average age of approximately 7.1 years and an estimated average useful life of 10 years. 14.2% of our solid waste collection fleet were powered by energy-efficient CNG that operate at a cost advantage to diesel. As we replace and add new vehicles, we intend to grow our CNG fleet.

        Our infrastructure & soil remediation fleet consisted of a portfolio of machinery and equipment, including specialized mobile cranes and hydraulic drill rigs for use at our infrastructure projects.

        As of December 31, 2019, our liquid waste fleet consisted of approximately 455 routed collection vehicles with an average age of approximately 9.7 years and an estimated useful life of 15 years.

        We believe that the age of our fleet and quality of our equipment will result in reduced near-term maintenance capital expenditures and lower operating costs.

Transfer Stations and Material Recovery Facilities

        Our strategically-located network of solid waste transfer stations allows us to consolidate waste received at these facilities from our own collection operations as well as from third-party solid waste collectors for transport to landfills. Our large network of transfer stations enables us to compete in markets with different disposal dynamics and profitably manage the waste volumes that we control. We currently process over four million tonnes of solid waste annually through our transfer stations with capacity for additional growth.

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        We are able to internalize significant costs by using our own transfer stations for our collection operations and retaining disposal fees that we would otherwise pay to third parties. Our transfer stations allow us to consolidate our collected volumes in order to reduce our transportation costs to landfills. Our transfer stations also generate revenue through tipping fees paid to us by third party haulers and waste generators, including many of our collection operation's competitors, who use our transfer station facilities due to their proximity to the locations from which waste is collected. The tipping fees we charge are generally based on the weight or volume of the waste received at our transfer stations. We typically control the ultimate disposal location of the waste volumes received at our transfer stations.

        MRFs are specialized facilities that receive, separate and prepare recyclable materials for marketing to third parties. Our MRFs process fiber/old corrugated cardboard, mixed paper as well as plastics and ferrous/non-ferrous materials, and complement our solid waste operations.

        Revenue from our owned MRF operations is generated by the sale of recyclable materials to third parties. Canadian municipalities generally assume the commodity price risks on the sale of recyclables collected by us under municipal collection contracts. In our U.S. solid waste operations, we bear the commodity risk on the sale of recyclables collected by us under municipal collection contracts that is delivered to our own or third party MRFs. For MRFs that we manage in Canada, we are paid on a fixed fee basis. In each of the Predecessor 2018 Period and Successor 2018 Period, less than 2% of our revenue was attributable to commodity sales.

        Depending on market conditions, we may pay rebates to our municipal, commercial, industrial and institutional customers for the recyclable materials collected. In addition, we may pay processing fees to third party operators of MRFs to which we deliver collected recyclable volumes.

        We have recently invested in upgrades to our Denver MRF to create a "next-generation" recycling facility that employs "state-of-the-art" technology, including robotics, elliptical fiber separation, and optical sorting, to extract items that are recyclable. This facility now uses highly advanced sorting technologies to process 21,000 tons of recyclable material per month.

Landfills, Organics Processing and Soil Remediation Facilities

        As of December 31, 2019, we owned or managed 45 landfills in Canada and the United States. The average remaining life of the landfills we own and at the landfill in Quebec where we have designated access to a fixed level of capacity is 19 years. We have other expansion opportunities that could extend the weighted average remaining life of our landfills that are not considered in total remaining capacity because they do not satisfy the criteria for inclusion as probable expansion capacity. We also have designated access for a fixed level of tonnage over a remaining approximately 15 year period to one municipal solid waste landfill in Québec. Our managed landfills in Canada are under fixed term operating agreements. Under these agreements, the municipality that owns the landfill usually also owns the permit and we provide operations at the landfill, ranging from all daily landfill operations to supervising municipal workers in the conduct of day-to-day operations at the landfill, for a contracted term. In addition, by the terms of these agreements, the municipal property owner, rather than GFL, is generally responsible for final capping, closure and post-closure obligations.

        We own or have life-of-site operating agreements for our U.S. landfills. In our owned and life of site landfills, we are responsible for all final capping, closure and post-closure liabilities. In addition to our owned or operated landfills in the United States, we operate a solid waste landfill in Wake County, North Carolina under a 25-year operating agreement. Wake County is the owner of the property and permit, and is responsible for all final capping, closure and post-closure liabilities. We are paid an operating fee based on tonnage received at the landfill.

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        Our landfills also allow us to internalize disposal of certain liquid wastes that we collect in those markets where we have both a solid and liquid waste presence, as well as soils that are contaminated at levels in excess of those that can be treated at our soil remediation facilities.

        In addition to our owned or managed/operated landfills, as of December 31, 2019, we owned or managed 10 organics facilities in Canada and one in southeastern Michigan. Our Canadian facilities are part of our strategic focus on the management of organic food wastes, a market segment that we believe is highly attractive and positions us at the leading edge of environmental services.

        Through our soil remediation facilities located in Ontario, Manitoba and Saskatchewan, we are uniquely able to offer our customers a more sustainable alternative to disposal of soils as daily cover at landfills. At our soil remediation facilities, we remediate non-hazardous soils contaminated with hydrocarbons or impacted by road salt using a biological process. In 2019, we managed over two million tonnes of soil through our soil remediation facilities. Soils are delivered to our facilities by third-party haulers or hauled from the customer's site by our own trucks. Before acceptance, soil samples are collected to confirm that the affected soils can be remediated at our facilities. Remediation is conducted on concrete pads which are used to receive, process and remediate contaminated soil accepted at the facilities. Depending upon the level of contamination, soils are remediated by the introduction of microbes and/or aeration delivered through blowers adjacent to the piles of contaminated soils to facilitate bioremediation. Waste water runoff from the pads is captured by catch basins and underground storage tanks which are pumped out by our vacuum trucks and transferred for treatment to our liquid waste facilities or collected in on-site containment ponds.

Facilities and Administrative Capabilities

        In the fall of Fiscal 2017, we moved to a new 66,000 square foot corporate headquarters located at 100 New Park Place, Suite 500, Vaughan, Ontario, north of Toronto, which we occupy under a lease that will expire in 2028. Our corporate headquarters has allowed us to consolidate a significant portion of our corporate management, administrative and operations teams into a single office location. We have also implemented comprehensive enterprise resource planning systems, back-office and sophisticated information-technology infrastructure, which we believe will continue to improve our asset productivity, strengthen our customer engagement, further enhance employee safety and increase the efficiency of our business operations. We believe that the employee and technology resources at our corporate headquarters have the capacity to service a significant portion of our growing platform providing for increased operating leverage and efficiencies as we continue to implement our growth strategy.

        Our principal property and equipment consist of land and buildings, including landfills, transfer stations, MRFs, soil remediation facilities, organic waste facilities, liquid waste storage and processing facilities, as well as vehicles and equipment. As of December 31, 2019, we owned or leased real property throughout Canada and in the 23 states in the United States where we have operations.

Management Information and Technology Systems

        We have core management information systems in place and believe they are scalable to support our future growth plans. We have implemented robust infrastructure and information technology systems. This includes acquiring and investing in our enterprise resource planning system, which connects our accounting and planning functions across our network of facilities and operations. In addition, we have invested in several fleet maintenance management and route optimization software systems in order to continually assess and improve our fleet and route management processes across our markets and business lines.

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Employees

        As of December 31, 2017 and December 31, 2018, respectively, we employed 5,071 and over 9,500 employees. As of December 31, 2019, we employed over 11,500 employees in Canada and the United States, of which approximately 13% were unionized. Almost half of our unionized work force in Canada is located in Québec or governed by Provincial Agreements (as described below). We believe that we have positive and constructive relationships with our unionized and non-unionized employees. Our unionized locations are covered or will be covered by collective bargaining agreements with expiry dates ranging from 2020 to 2024.

        We are bound by certain collective agreements that cover all employees in the applicable province that provide a certain type of service (the "Provincial Agreements"). Renewals of the Provincial Agreements are negotiated by provincial agencies, including The Utilities Contractors Association of Ontario Incorporated, the Operating Engineers Employer Bargaining Agency, the Associated Earthmovers of Ontario, the Association of Demolition Contractors Inc., the Construction Labour Relations Association of Ontario, and the Heavy Construction Association of Ontario without our direct involvement.

Health & Safety

        Supporting a safe environment for our employees is one of our top priorities. We have an internal responsibility system that places high priority on safety by: (a) conducting regular inspections and audits designed to conform adherence to corporate policies and applicable regulations; (b) documenting standard operating procedures and safe work practices that are used to prevent injuries and illnesses; (c) engaging communication technologies that centralize corporate data and simplify processes to promote compliance; and (d) developing a safety culture through regular, timely, job- and task-specific training. We have been recognized by several health and safety organizations, such as Infrastructure Health & Safety Association, as well as receiving a Certificate of Recognition from the provinces of Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick and Newfoundland issued to companies that provide evidence of their ongoing commitment to safety in the workplace.

Litigation

        We are currently party to various claims and legal actions that arise in the ordinary course of business. In addition, we may become subject to future claims and legal actions from time to time in the ordinary course of business. We believe such claims and legal actions, individually and in the aggregate, will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

Township of Scugog

        On March 3, 2017, the Township of Scugog (the "Township"), a municipal government in Ontario, named GFL and Patrick Dovigi personally as defendants in a counterclaim to a claim filed by a third party against the Township at the Ontario Superior Court of Justice. The third party challenged the by-law passed by the Township which prohibited the importation of soil to the third party's airport site located in the Township. The Township has alleged, among other things, that GFL and the third party airport site owner have contravened the site alteration permit issued to the airport site owner and the site alteration agreement entered into by the airport site owner with the Township. It is alleged that such contraventions were caused by depositing fill that contains prohibited materials and contamination exceeding the standards permitted by the site alteration permit and agreement, outside of the approved airport site limits and that the deposited fill has unstable slopes. The Township's counterclaim seeks damages from GFL and the other defendants in the amount of $105 million for the removal of contaminated soil and prohibited materials and restoration of the airport site located in the Township.

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We have certain insurance and believe that we have substantial defenses to defend the counterclaim by the Township against GFL and Mr. Dovigi. There can be no assurance that we will be successful in pursuing our defenses or that the litigation will not have a material impact on our business and financial condition or that our insurance will be sufficient to satisfy any amounts awarded against us if we are unsuccessful in our defense.

Government Regulation

        Our operations are subject to various Canadian and U.S. federal, provincial, state and local laws affecting our business, including permitting, licensing and regulation regarding environmental matters, health, sanitation, safety, transportation, fire, building codes and other matters in the provinces, states or municipalities in which facilities and offices are located and in which waste is transported (including certain U.S. laws when waste is transported across the border for disposal at a U.S. landfill or other disposal or re-refinery facility). We believe that our internal management teams and corporate policies are configured to keep our operations in material compliance with applicable federal, state, provincial and local laws, permits, orders and regulations, and that current operating and capital budgets are adequate to address future environmental costs although there can be no assurance in this regard. We anticipate that there will continue to be increased regulation, legislation and regulatory enforcement actions related to the solid waste services industry. As a result, we attempt to anticipate future regulatory requirements and to plan accordingly to remain in compliance with the regulatory framework.

Canadian Environmental Regulations

        Generally, across our business lines, any activity that poses a risk of discharge or release of a contaminant into the environment requires appropriate provincial permits as well as compliance with applicable, and frequently changing, federal and provincial environmental legislation and regulations and municipal by-laws regarding zoning, land use, air emissions, noise, nuisance, wastewater discharge and fill importation. Our Canadian operations are primarily regulated by provincial legislation, which varies from province-to-province across Canada. In Ontario, for example, our operations are regulated under the Environmental Protection Act and regulations. Federal statutes in Canada also govern certain aspects of waste management, including greenhouse gas emissions and international and interprovincial transport of certain kinds of waste. For example, some of our operations are subject to federal legislation including the Canadian Environmental Protection Act and regulations, particularly the Export and Import of Hazardous Waste and Hazardous Recyclable Material Regulations, the Greenhouse Gas Pollution Pricing Act and the Transportation of Dangerous Goods Act and regulations. The expansion or establishment of certain waste management projects in Canada, including waste treatment and landfilling sites, may also be subject to provincial and/or federal environmental assessment requirements.

        All of our business lines are subject to periodic environmental reporting and permitting requirements. Our solid and liquid waste operations are subject to extensive governmental regulation that governs the collection, transportation, processing, storage and disposal of waste, including matters such as the reporting of spills and discharges of contaminants, standards for the operation of waste management systems, transfer stations, landfills, composting facilities and storage and processing facilities and prescribed systems for monitoring specified wastes and requirements to establish financial assurances to secure closure and post-closure obligations. Remediation of contamination in connection with our business is primarily regulated by provincial and environmental laws. While each province has its own regulatory regime, remediation orders can generally be issued on a joint and several liability basis to persons who caused or permitted the discharge of a contaminant, persons who owned the discharged substance, as well as current and past owners of lands or the source of the contamination

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and persons who have or have had charge, management or control over lands or the source of the contamination, regardless of fault.

        Our infrastructure & soil remediation operations are subject to various regulations and standards, including those regulating the permitted levels of contaminants in soil and the disposal of contaminated soil. In Ontario, new regulations have been proposed to impose new controls on the excavation and disposal of clean excess soil. In our solid waste and soil remediation operations, we are required to possess appropriate permits in order to collect waste and to conduct operations at our transfer stations, MRFs, landfills, composting facilities and soil remediation facilities. The final disposal of clean and remediated soil is also typically subject to control under municipal fill and site alteration by-laws. In the liquid waste industry, the collection, transport, processing and disposal of liquid waste requires appropriate permitting. The generation and movement of liquid and hazardous waste are also subject to provincial generator registration and manifesting requirements. In addition, the development of new solid and liquid waste transportation, storage, processing, remediation and disposal facilities typically require specific waste management approvals. The development of new clean or remediated soil disposal sites is likely to require specific municipal permits. Any difficulty in obtaining or maintaining such permits, licenses and approvals or any imposition of more stringent requirements of local government bodies with respect to zoning, land use and licensing could result in a delay in our ability to develop or commence operation at any new facility or to maintain operations at our existing facilities.

        The Canadian federal government and several Canadian provinces have enacted laws to regulate greenhouse gas ("GHG") emissions. For example, the Canadian federal government's Greenhouse Gas Pollution Pricing Act took effect in 2019 and establishes a national carbon-pricing regime for provinces and territories in Canada where there is no provincial system in place already or where the provincial system does not meet the federal benchmark (such as in Ontario, Manitoba and Saskatchewan). Often referred to as the federal backstop, the new federal carbon-pricing regime consists of a carbon levy that will be applied to fossil fuels and an output-based pricing system that will be applied to certain industrial facilities with reported emissions of 50,000 tonnes of carbon dioxide equivalent ("CO2e") or more per year. The carbon levy will apply to prescribed liquid, gaseous and solid fuels at a rate that is equivalent to $10 per tonne of CO2e in 2018, increasing annually, until it reaches $50 per tonne of CO2e by 2022. Several Canadian provinces (such as Québec and British Columbia) have enacted legislation to limit GHG emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures. Several Canadian provinces are currently challenging the federal backstop in court. We continue to monitor the status of the various legislative initiatives going forward and the impact any such developments may have on our Canadian operations.

U.S. Environmental Regulations

        In our U.S. operations, regulations applicable to our business are administered by the United States Environmental Protection Agency (the "EPA") and various other federal, state and local environmental, zoning, health and safety agencies. Further, under certain circumstances, a number of U.S. environmental laws and regulations to which our operations are subject authorize the institution of lawsuits by private citizens and entities other than environmental regulatory authorities to enforce those laws and regulations.

        In order to transport waste in the United States, we must have one or more permits from state or local agencies. These permits also must be periodically renewed and are subject to modification and revocation by the issuing agency. None of our permits has ever been revoked. Similarly, we are often required to have a local government franchise, which franchise may expire and be subject to modification or revocation. None of our franchises has ever been revoked.

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        In order to develop, own, operate, expand or modify a landfill, a transfer station or other solid waste facilities, we are required to go through several governmental review processes and obtain one or more permits and often zoning or other land use and local government approvals. Obtaining these permits and zoning, land use and local government approvals is difficult, time consuming and expensive. In addition, this process is often opposed by various local elected officials and citizens' groups. Once obtained, operating permits generally must be periodically renewed and are subject to modification and revocation by the issuing agency.

        Our U.S. facilities are subject to a variety of operational, monitoring, site maintenance, closure, post-closure and financial assurance obligations that change from time to time and which could give rise to increased capital expenditures and operating costs. In connection with any such landfills, it is often necessary to expend considerable time, effort and money in complying with the governmental review and permitting process necessary to maintain or increase the capacity of these landfills. U.S. governmental authorities have broad power to enforce compliance with these laws and regulations and to obtain injunctions or impose civil or criminal penalties in the case of violations.

        The principal federal, state and local statutes and regulations applicable to our various U.S. operations are as follows:

The Resource Conservation and Recovery Act

        The Resource Conservation and Recovery Act ("RCRA"), as amended, regulates handling, transporting and disposing of hazardous and nonhazardous waste and delegates authority to states to develop programs for the safe disposal of solid waste. In 1991, the EPA issued its final regulations under Subtitle D of RCRA, which set forth minimum federal performance and design criteria for solid waste landfills. These regulations are typically implemented by the states, although states can impose requirements that are more stringent than the Subtitle D standards. RCRA also imposes extensive recordkeeping and reporting obligations. We incur costs in complying with these standards in the ordinary course of our operations.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980

        The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), also known as Superfund, provides for authorized federal authorities to respond directly to releases or threatened releases of hazardous substances (which CERCLA defines substantially more broadly than hazardous wastes under RCRA or similar laws) into the environment. CERCLA also imposes strict liability for cleanup of certain contaminated sites upon current and former site owners and operators, generators of the hazardous substances at the site and transporters who selected the site and transported hazardous substances to it. Liability under CERCLA is strict, joint and several and not dependent on the intentional release of hazardous substances; it can be based upon the release or threatened release of hazardous substances, even as a result of lawful, unintentional and non-negligent action. The EPA may issue orders requiring responsible parties to clean up affected sites, or may seek recovery of funds spent or to be spent in the future performing the site cleanup. CERCLA also allows for responsible parties to be liable to other entities (including other responsible parties) that have incurred cleanup costs at a site, as provided under the statute. Further, liability for damage to publicly-owned natural resources may also be imposed under CERCLA. We may become subject to liability under CERCLA as a result of our operations, or as a result of conditions on properties we own or operate or formerly owned or operated.

The Federal Water Pollution Control Act of 1972

        The Federal Water Pollution Control Act of 1972, known as the Clean Water Act, establishes rules regulating the discharge of pollutants from a variety of sources, including solid waste disposal sites and

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transfer stations, into waters of the United States. Various states in the United States in which we operate now or might in the future have delegated authority to implement the Clean Water Act permitting requirements, and some of these states have adopted requirements that are more stringent than the federal requirements.

The Clean Air Act and Climate Change

        The Clean Air Act provides for regulation, through state implementation of federal requirements, of the emission of air pollutants from certain landfills based upon the date of the landfill construction and volume per year of emissions of regulated pollutants. Certain of our operations are subject to the requirements of the Clean Air Act, including our large MSW landfills.

Methane Collections and Emissions Limits

        In 1996, the EPA issued New Source Performance Standards ("NSPS") and emissions guidelines controlling landfill gases from new and existing large landfills. In January 2003, the EPA issued Maximum Achievable Control Technology ("MACT") standards for MSW landfills subject to the NSPS. These regulations impose limits on air emissions from large MSW landfills, subject to certain operating permit requirements under Title V of the Clean Air Act, and, in many instances, require installation of landfill gas collection and control systems to control emissions or to treat and utilize landfill gas on- or off-site. The EPA entered into a settlement agreement with the Environmental Defense Fund to evaluate the 1996 NSPS for new landfills as required by the Clean Air Act every eight years and then revise them if deemed necessary.

        In July 2016, as part of the Obama Administration's Climate Action Plan—Strategy to Reduce Methane Emissions, the EPA issued final NSPS to reduce emissions of methane, which is understood to be a GHG, from new, modified, and reconstructed MSW landfills. The EPA also updated emissions guidelines for existing landfills (constructed, modified, or reconstructed on or before July 17, 2014). Both actions will require affected landfills to install and operate a gas collection control system within 30 months after landfill gas emissions reach a new, lower threshold of 34 metric tons of non-methane organic compounds or more per year (whereas the previous threshold was 50 metric tons). Closed landfills under the rule will remain subject to the current threshold of 50 metric tons per year. However, in May 2017, the EPA announced a 90-day administrative stay of both actions pursuant to a March 28, 2017 executive order. This stay was challenged in a lawsuit filed by several environmental groups, and in any event it expired ninety days after it was issued. In October 2018, with respect to the 2016 emission guidelines for MSW landfills, the EPA issued a proposal to extend the plan submission deadline, aligning state plan timing requirements with those proposed in the Affordable Clean Energy ("ACE") rule (in July 2019, the EPA issued the finalized ACE rule). In doing so, the new timing requirements would extend (i) state plan deadlines to August 29, 2019 and (ii) the timing to 2 years for the EPA to promulgate a federal plan for states that fail to submit an approvable state plan. In May 2019, the United States District Court in the Northern District of California ruled, in a lawsuit brought by eight states, that the EPA's failure to implement and enforce landfill methane regulation to be unlawful and in violation of the Clean Air Act. The ruling requires the EPA to develop a federal plan within six months, a deadline that was extended for an additional sixty days to January 2020 by a court stay, and to respond to all five previously submitted state plans (for Arizona, California, Delaware, New Mexico and West Virginia) within four months. A final federal plan has not yet been promulgated. Although currently in effect, the ultimate status of the EPA's 2016 NSPS rule and its related emissions guidelines going forward is unclear at this time, but if they remain in effect and are not amended or revoked by EPA in subsequent proceedings, we anticipate that capital expenditures and operating costs in respect of our U.S. operations will increase.

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GHG Regulatory Developments

        A variety of other regulatory developments, proposals or requirements have been introduced that are focused on restricting the emission of carbon dioxide, methane and other GHGs. For example, the U.S. Congress has considered legislation directed at reducing GHG emissions. There has been support in various regions of the country for legislation that requires reductions in GHG emissions, and some states have already adopted legislation addressing GHG emissions from various sources. We continue to monitor the status of various rules and regulations going forward and the impact any such developments may have on our U.S. operations. The adoption of climate change legislation or regulations restricting emissions of GHG or ameliorating the effect of climate change may require our landfills to deploy more stringent emission controls and could increase the cost of our U.S. operations.

Ozone Rule

        Other recent final and proposed rules to increase the stringency of certain National Ambient Air Quality Standards, such as the Ozone Rule finalized in 2015, and related PSD increment/significance thresholds could affect the cost, timeliness and availability of air permits for new and modified large MSW landfills and landfill gas-to-energy facilities. In general, controlling emissions involves installing collection wells in a landfill and routing the gas to a suitable energy recovery system or combustion device.

NHSM Rule

        In 2011, the EPA published the Non-Hazardous Secondary Materials ("NHSM") Rule, which provides the standards and procedures for identifying whether NHSM are solid waste under RCRA when used as fuels or ingredients in combustion units. The EPA also published NSPS and emissions guidelines for commercial and industrial solid waste incineration units, and MACT Standards for commercial and industrial boilers. The EPA published clarifications and amendments to these rules in 2013, and there is litigation surrounding the rules. Although the recently published amendments are generally favourable, some of the potential regulatory interpretations are undergoing review and other regulatory outcomes may be dependent on case-by-case administrative determinations. We do not expect the NHSM rule to have a significant impact on our U.S. operations.

Fuel Efficiency Standards

        Additionally, emission and fuel economy standards have been imposed on manufacturers of transportation vehicles (including heavy-duty waste collection vehicles). The EPA and the Department of Transportation finalized Greenhouse Gas Emissions and Fuel Efficiency Standards for Medium- and Heavy-Duty Engines and Vehicles—Phase 2 on August 16, 2016. The rule will increase fuel economy standards and reduce vehicle emissions standards for our U.S. collection fleet between model years 2021 and 2027. Federal efforts to curtail GHG emissions and by increasing the fuel efficiency of light-duty and heavy-duty vehicles could have a material adverse effect on our financial condition, results of operations and cash flows.

State and Local Regulations

        Each state in the United States in which we operate or might operate in the future has laws and regulations, as well as common law doctrines, governing the generation, storage, treatment, handling, transportation and disposal of solid waste, water and air pollution and, in most cases, the siting, design, operation, maintenance, closure and post-closure maintenance of landfills and transfer stations. We must comply with these laws and regulations. In addition, many states have adopted statutes comparable to, and in some cases more stringent than, CERCLA. These statutes impose requirements for investigation and cleanup of contaminated sites and liability for costs and damages associated with

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such sites, and some provide for the imposition of liens on property owned by responsible parties. Furthermore, many municipalities also have ordinances, local laws and regulations affecting our U.S. operations. These include zoning and health measures that limit solid waste management activities to specified sites or activities, flow control provisions that direct the delivery of solid wastes to specific facilities, laws that grant the right to establish franchises for collection services and then put out for bid the right to provide collection services, and bans or other restrictions on the movement of solid wastes into a municipality.

        Permits and approvals may limit the types of waste that may be accepted at a landfill or the quantity of waste that may be accepted at a landfill during a given time period. In addition, permits and approvals, as well as some state and local regulations, might limit a landfill to accepting waste that originates from specified geographic areas or seek to restrict the importation of out-of-state waste or otherwise discriminate against out-of-state waste. Generally, restrictions on the importation of out-of-state waste have not withstood judicial challenge. However, from time to time federal legislation is proposed which would allow individual states to prohibit the disposal of out-of-state waste or to limit the amount of out-of-state waste that could be imported for disposal and would require states to reduce the amounts of waste exported to other states. Although Congress has not yet passed such legislation, if this or similar legislation were enacted, U.S. states in which we operate landfills could act to limit or prohibit the importation of out-of-state waste. Such U.S. state actions could materially adversely affect landfills within those states that receive a significant portion of waste originating from out-of-state.

        In addition, some U.S. states and localities may for economic or other reasons restrict the exportation of waste from their jurisdiction or require that a specified amount of waste be disposed of at facilities within their jurisdiction. In 1994, the U.S. Supreme Court held unconstitutional, and therefore invalid, a local ordinance that sought to impose flow controls on taking waste out of the locality. However, in 2007, the U.S. Supreme Court upheld the right of a local government to direct the flow of solid waste to a publicly owned and publicly operated waste facility. A number of county and other local jurisdictions have enacted ordinances or other regulations restricting the free movement of solid waste across jurisdictional boundaries. Other governments may enact similar regulations in the future.

        These restrictions could result in the volume of waste going to landfills being reduced in some areas, which might materially adversely affect our ability to operate its landfills at their full capacity and/or affect the prices that can be charged for landfill disposal services. These restrictions might also result in higher disposal costs for its collection operations. If we were unable to pass such higher costs through to our customers, our business, financial condition and results of operations could be materially adversely affected.

        There has been an increasing trend at the state and local level to mandate and encourage waste reduction at the source and waste recycling, and to prohibit or restrict the disposal of some types of solid wastes, such as yard wastes, leaves and tires, in landfills. The enactment of regulations reducing the volume and types of wastes available for transport to and disposal in landfills could affect our ability to operate its facilities at their full capacity.

        Additionally, regulations establishing EPR are being considered or implemented in many places around the world, including in the United States. EPR regulations are designed to place either partial or total responsibility on producers to fund the post-use life cycle of the products they create. Along with the funding responsibility, producers may be required to take over management of local recycling programs by taking back their products from end users or managing the collection operations and recycling processing infrastructure. There is no federal law establishing EPR in the United States; however, state and local governments could, and in some cases have, taken steps to implement EPR regulations. If wide-ranging EPR regulations were adopted, they could have a fundamental impact on

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the waste streams that we manage and how our business is operated, including contract terms and pricing. A significant reduction in the waste, recycling and other streams we manage could have a material adverse effect on our financial condition, results of operations and cash flows.

Occupational Health and Safety Legislation

        Various occupational health and safety standards may apply to our Canadian and United States operations, including requirements relating to communication of and exposure to hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials and worker training and emergency response programs.

        Each province in Canada establishes and administers an occupational health and safety regime. These regimes generally identify the rights and responsibilities of employers, supervisors and workers. Employers are required to implement all prescribed safety requirements and to exercise reasonable care to protect employees from workplace hazards, among other things. In the United States, the Occupational Safety and Health Act of 1970, also known as "OSHA", establishes employer responsibilities and authorizes the promulgation by the U.S. Occupational Safety and Health Administration of occupational health and safety standards, including the obligation to maintain a workplace free of recognized hazards likely to cause death or serious injury, to comply with worker protection standards established by OSHA, to maintain records, to provide workers with required disclosures and to implement health and safety training programs. OSHA is also administered by many state agencies whose programs have been approved by the U.S. Occupational Safety and Health Administration.

Employment Regulations

        In Canada, we are subject to provincial labour and employment laws that govern our relationship with our employees, such as minimum wage requirements, overtime and working conditions and employment standards legislation. In the United States, we are subject to federal, state and local laws and regulations regarding our employees, including those regarding classification of employees as overtime exempt or non-exempt, minimum wage requirements, allowance of rest and meal breaks, payment of overtime wages and various anti-discrimination laws.

Transportation Legislation

        GFL's fleet operations are subject to the applicable general transportation and dangerous goods transportation legislation in the provinces and states in which we transport waste. If collected waste is transported on roads regulated under Canadian government regulations, the Transportation of Dangerous Goods Act would apply as well. Applicable standards apply to our vehicles as well as to our drivers. In the United States, we are subject to federal, state and local laws and regulations regarding numerous activities, such as safety, security, hours of service, registration and licensing to engage in our operations, handling of hazardous materials, insurance and financial responsibility. The regulators responsible for such laws and regulations regularly conduct reviews and audits to determine compliance with the regulatory requirements.

Competition

        The North American environmental services industry is highly fragmented and requires substantial labour and capital resources to enter and compete. Competition in each of the business lines in which we operate comes from both large public or private companies with a national presence and small privately owned regional players. Competition exists within the industry not only for collection, transportation and disposal volume, but also for acquisition candidates.

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        Our principal competitors in the solid waste industry in our Canadian operations are Waste Management, Waste Connections of Canada, Emterra Group and Miller Waste, in addition to larger regional solid waste service providers. Our principal competitors in the solid waste industry in our U.S. operations are Waste Management and Republic Services, as well as local solid waste service providers.

        Our principal competitors in our soil remediation operations include Waste Management, Waste Connections of Canada, Walker Industries, EnGlobe, Solis and Quantum Murray. In our infrastructure business, we compete primarily with other large construction companies such as Aecon and Keller. Our principal competitors in the liquid waste industry in Canada are Clean Harbors, Veoila, CEDA, Gibson, Terrapure and Tervita and in the United States are Heritage Crystal Clean and Clean Harbors/Safety Kleen, as well as smaller regional players in the markets in which we operate.

        Competition for customers in all three of our business lines is based primarily on price and quality of service. In certain markets in our solid waste operations, we also compete with municipal operators of collection and disposal facilities which may have financial and other advantages over us because of their ability to flow control waste streams to their own disposal facilities, as well as their access to tax revenues and tax-exempt financing, as well as user fees and similar charges. The impact of actions taken by our competitors may, from time to time, cause us to reduce our prices, or if we elect not to match prices offered by competitors, to lose business.

        Our municipal and commercial and industrial contracts in our solid and liquid waste operations and the majority of our work in the infrastructure & soil remediation operations are subject to periodic competitive bidding.

Intellectual Property Rights

        We have registered the "GFL Green for Life" and "Green Today Green for Life" trademark names and designs with the Canadian Intellectual Property Office and the U.S. Patent and Trademark Office. In addition, we hold a number of registered and unregistered trademarks including "GFL Environmental", "GFL" and others accumulated as a result of our historical acquisitions.

        We believe that our trademarks and other intellectual property rights are important to our success and our competitive position, and that we have taken the appropriate steps to protect such rights. In particular, our registered trademarks and service marks are valuable assets that distinguish our brand and reinforce our consumers' positive perception of our operations.

Seasonality

        In our solid waste and liquid waste business lines, our operating revenues tend to be higher in the summer months, primarily due to higher volumes of waste generated during the summer months. Our solid waste and liquid waste operations can be adversely affected by periods of inclement or severe weather, which can delay or reduce the volume of waste we collect or that is delivered by third parties to our disposal sites, delay the construction or expansion of our landfill sites and other facilities, or cause us to incur incremental labour, maintenance and equipment costs and penalties under municipal contracts, some or all of which we may not be able to pass on to our customers.

        In our infrastructure & soil remediation business line, our operating revenue is lowest in the first quarter primarily due to lower construction project activity in the winter months as a result of winter weather conditions. High precipitation levels particularly in the spring can also adversely impact revenue particularly in the first and second quarters when project start dates are more likely to be delayed or result in the extension of road load restrictions, negatively impacting the volume of soil at our soil remediation facilities and the start of infrastructure projects.

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Liability and Insurance Bonding

        We post performance bonds in favour of applicable governmental authorities as a condition of issuing some of our environmental compliance approvals for our permitted facilities. In addition, some municipal solid waste contracts and infrastructure & soil projects may require us to post performance or surety bonds to secure our contractual performance. As of December 31, 2019, we had issued surety bonds totaling $778.6 million ($579.8 million as of December 31, 2018), of which approximately $112.6 million ($130.3 million as of December 31, 2018) is secured by a charge on the assets of certain subsidiaries.

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MANAGEMENT

Executive Officers and Directors

        The following table lists our executive officers and directors, their respective ages (as of the date of this prospectus), their positions and a brief account of the business experience of each of them. The business address for our executive officers and directors is c/o 100 New Park Place, Suite 500, Vaughan, ON, L4K 0H9.

Name	Age		Position
Patrick Dovigi Ontario, Canada		40	President, Chief Executive Officer and Chairman of our board of directors
Luke Pelosi Ontario, Canada		39	Executive Vice President and Chief Financial Officer
Greg Yorston South Carolina, United States		56	Executive Vice President and Chief Operating Officer, Solid Waste
Mindy Gilbert Ontario, Canada		47	Executive Vice President and General Counsel
Elizabeth Joy Grahek Ontario, Canada		61	Senior Vice President, Strategic Initiatives
Christian Dover Ontario, Canada		37	Area Vice President, Infrastructure & Soil Remediation
Edward Glavina Ontario, Canada		54	Area Vice President, Liquid Waste Canada
Mark Bouldin Texas, United States		60	Area Vice President, Liquid Waste U.S.
Dino Chiesa(1)(2)(3)(4) Ontario, Canada		71	Director
Shahir Guindi(1)(3) Québec, Canada		54	Director
Arun Nayar(1)(2)(3) Florida, United States		69	Director
Paolo Notarnicola(2)(3) New York, United States		45	Director
Ven Poole North Carolina, United States		57	Director
Raymond Svider(3) New York, United States		57	Director
Blake Sumler(3) Ontario, Canada		49	Director

(1)

Member of our Audit Committee.

(2)

Member of our Nomination, Governance and Compensation Committee.

(3)

Independent director for the purposes of National Instrument 58-101—Disclosure of Corporate Governance Practices ("NI 58-101") of the Canadian Securities Administrator and NYSE Listing Rules. See "Management—Corporate Governance—Director Independence".

(4)

Lead independent director.

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Patrick Dovigi

        Mr. Dovigi is the Founder, President and CEO and Chairman of the Board of Directors of GFL. In 2007, Mr. Dovigi had a vision to create a company that is a "one-stop shop" provider of environmental solutions. Since then, drawing on the discipline he learned in his earlier hockey career, Mr. Dovigi has driven GFL to become the 4^th largest environmental services company in North America. Mr. Dovigi has instilled an entrepreneurial culture in GFL's leadership team with a focus on operational excellence, sustainability and safety as core values. In 2017, he was recognized by Waste360 with a Top 40 under 40 award, and in the EY Entrepreneur of the Year^TM Ontario Awards, as Entrepreneur of the Year in the Power & Utilities Sector. Mr. Dovigi currently serves on the board of directors of the Environmental Research & Education Foundation (EREF) and of the Toronto General & Western Hospital Foundation.

Luke Pelosi

        Mr. Pelosi joined GFL as Director, Mergers & Acquisitions in January 2015 and became Executive Vice President, Corporate Development in October 2016. In addition, Mr. Pelosi was appointed interim Chief Financial Officer in January 2017. Mr. Pelosi held the role of Executive Vice President and Chief Operating Officer until October 10, 2018, during which time Mr. Pelosi worked with Mr. Dovigi on the development and execution of our acquisition strategy. Effective October 10, 2018, Mr. Pelosi was appointed our Executive Vice President and Chief Financial Officer. Mr. Pelosi has 16 years of financial management experience with a focus on financial analysis, mergers and acquisitions and general corporate finance. Prior to joining GFL, Mr. Pelosi was a Director in the M&A Advisory group of KPMG LLP where he provided due diligence services to Canadian private equity market investors. Prior to that, Mr. Pelosi worked in KPMG's Complex Accounting group. Mr. Pelosi is a Chartered Professional Accountant and holds a Bachelor's Degree in Commerce from Concordia University.

Greg Yorston

        Mr. Yorston joined GFL on November 14, 2018 as Executive Vice-President and Chief Operating Officer, Solid Waste. From 2013 to 2018, Mr. Yorston was Senior Vice President of Operations of Waste Industries and assumed the roles of Chief Operating Officer on January 1, 2014 and President in early 2015. Mr. Yorston has over 30 years of experience working directly within the waste industry. Mr. Yorston worked for 26 years with Waste Management, where he was the Corporate Vice President for Operations and Business Solutions prior to joining Waste Industries. During his tenure at Waste Management, he held various management positions, including 12 years as an Area Vice President with responsibility for collection, recycling and landfill disposal services in the southeastern United States.

Mindy Gilbert

        Ms. Gilbert joined GFL as Executive Vice President and General Counsel in October 2018. Prior to joining GFL, Ms. Gilbert was a partner at a major Canadian law firm for over 16 years. During her time in private practice, Ms. Gilbert specialized in the areas of mergers and acquisitions, securities and corporate law, providing advice to clients in various industries. Ms. Gilbert has served as a member of the Securities Advisory Committee of the Ontario Securities Commission and the Listing Advisory Committee of the Toronto Stock Exchange. She holds an LL.B from Osgoode Hall Law School and was called to the Ontario bar in January, 1999.

Elizabeth Joy Grahek

        Ms. Grahek joined GFL as Vice President, Legal in March of 2011 and became General Counsel in May 2014 and Executive Vice President in April 2017. In October 2018, Ms. Grahek assumed the role of Senior Vice President, Strategic Initiatives. She has an LL.B from the University of Toronto and

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has practiced law since her call to the bar in 1983, initially in private practice with a small boutique firm in Hamilton, Ontario and since 1997 primarily as in-house counsel for publicly traded and private companies in the waste management sector. Ms. Grahek was General Counsel of Capital Environmental Resource Inc. from 1997 to 1998 at the time of its initial public offering and listing on NASDAQ and was Associate General Counsel at Waste Services Inc. (WSI) the successor to Capital Environmental, from 2003 to 2010. While at WSI, she was responsible for all commercial and legal compliance matters affecting the company's waste management operations, including acquisitions and divestitures, contract and employment matters, and worked with WSI's General Counsel on financings and securities matters.

Christian Dover

        Mr. Dover joined GFL as Vice President, Infrastructure in May 2016 to launch a new civil division at GFL focusing on the infrastructure construction industry in Canada. He was appointed Executive Vice President, Infrastructure & Soil Remediation in February 2017. Mr. Dover has 14 years of infrastructure construction experience with a focus on water, rail, municipal and civil engineering related projects. Prior to joining GFL, Mr. Dover held numerous senior management, project management and site supervisory roles within the construction industry. Mr. Dover is Professional Engineer registered in the Province of Ontario, a Project Management Professional and holds a Bachelor's Degree in Engineering from Queen's University and an MBA from the Kellogg-Schulich School of Business.

Edward Glavina

        Mr. Glavina joined GFL in April 2016 as the Executive Vice President, Strategic Planning. In August 2018, he became Area Vice President, Liquid Waste Canada. In this role, Mr. Glavina oversees the Canadian liquid waste business as well as several corporate initiatives. He has worked in the hazardous waste industry for over 10 years, including at Safety-Kleen (Clean Harbors) and Metaflo Technologies, where he had national oversight of a number of functions, including hazardous waste, operations, sales, environmental health & safety, human resources and finance. Prior to the waste industry, Mr. Glavina worked for Cintas, which further enhanced his experience in route-based service businesses. He holds an MBA from the Ivey School of Business at the University of Western Ontario.

Mark Bouldin

        Mr. Bouldin joined GFL in August of 2018 as Area Vice President of Liquid Waste US. In this role Mr. Bouldin oversees the liquid waste business line in the United States as well as all hydrocarbon manufacturing initiatives within the organization. He has worked in the fuel, lubricant and liquid waste business for three decades. Prior to his current position, he worked for over four years at SK Environmental, the largest used motor oil collector in the world, where he, as President of Kleen Performance Products, oversaw all aspects of their liquid waste collections, their North American refining, as well as all of their lubricants and fuel oil businesses. Prior to this, he was responsible for Royal Dutch Shell's Sulfur and Asphalt businesses in the Americas. Mr. Bouldin holds a Masters in Chemical Engineering from the Technical University of Brunswick, Germany and a PhD in Chemical Engineering from the University of Hamburg, Germany.

Dino Chiesa

        Mr. Chiesa has served as a member of our board of directors since 2007. Mr. Chiesa is the Principal of Chiesa Group, a commercial real estate developer and investor founded by Mr. Chiesa in 1990, and a past chair of Canada Mortgage and Housing Corporation, one of Canada's largest financial institutions. Mr. Chiesa is the Chair of the board of directors of Sienna Senior Living Inc., a TSX-listed company and a current member of the Board of Trustees of Morguard North American Residential

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REIT. From 2004 to 2010, he served as Trustee and Vice-Chair of Canadian Apartment Properties Real Estate Investment Trust (CAP REIT), a TSX-listed Canadian residential real estate investment trust. From 1999 to 2004, he served as Chief Executive Officer of Residential Equities Real Estate Investment Trust, prior to its merger with CAP REIT. Mr. Chiesa is also a former Director of Dynacare Laboratories Inc., former Member of the Board of Trustees of Sunrise Senior Living Real Estate Investment Trust, and formerly served on the board of two public hospitals. From 1989 to 1999, Mr. Chiesa held several positions within the Government of Ontario, including Assistant Deputy Minister, Municipal Affairs and Housing and Chief Executive Officer of each of Ontario Housing Corporation and Ontario Mortgage Corporation. Mr. Chiesa is the Chair of the Board of Directors of Create TO, an organization established by the City of Toronto to manage the City's real estate portfolio, one of the most expansive, diverse and valuable real estate portfolios in North America. Mr. Chiesa was previously a member of the Expert Advisory Committee on Real Estate Development at Ryerson University. Additionally, he is active in the charitable sector, including in his role as Chair at Villa Charities. Mr. Chiesa holds a Bachelor of Arts in Economics from McMaster University.

Shahir Guindi

        Mr. Guindi has served as a member of our board of directors since 2018. Mr. Guindi is the national Co-Chair of Osler, Hoskin & Harcourt LLP, a leading Canadian law firm. He was Managing Partner of the Montreal office for 7 years prior to becoming national Co-Chair. He has over 25 years of experience. He is a leading M&A, private equity and corporate finance lawyer in the Canadian market. His private equity and venture capital experience includes advising funds on their domestic and cross-border portfolio investments and divestitures and on their fund formations. He acts for a number of the country's most successful technology and biotechnology companies. He is among the most recognized individuals in the fields in which he practices. Mr. Guindi is on the board of directors of the Business Development Bank of Canada in addition to sitting on the boards of several other companies and organizations, including Jubilant Draxis Inc., St. Peter and St. Paul Coptic Orthodox Church and the Chamber of Commerce of Montreal. He was also Co-Chair of Réseau Capital (Québec's private equity and venture capital association) between 2010 and 2013. Mr. Guindi has received significant industry recognition and was also recipient of the Advocatus Emeritus distinction for 2017 awarded by the Québec Bar. After beginning his studies in business at Concordia University, Mr. Guindi completed his Bachelor of Civil Law and Bachelor of Common Law degrees at McGill University in 1989. He was called to the Bars of New York and Québec in 1990.

Arun Nayar

        Mr. Nayar has served as a member of our board of directors since 2018. Mr. Nayar retired in December 2015 as Executive Vice President and Chief Financial Officer of Tyco International, an over US$10 billion fire protection and security company, where he was responsible for managing the company's financial risks and overseeing its global finance functions, including tax, treasury, mergers and acquisitions, audit and investor relations teams. Mr. Nayar joined Tyco International as Senior Vice President and Treasurer in 2008 and was also Chief Financial Officer of Tyco International's ADT Worldwide. From 2010 until 2012, Mr. Nayar was Senior Vice President, Financial Planning & Analysis, Investor Relations and Treasurer. Prior to joining Tyco International, Mr. Nayar spent six years at PepsiCo, Inc., most recently as Chief Financial Officer of Global Operations and, before that, as Vice President and Assistant Treasurer—Corporate Finance. Mr. Nayar currently serves on the board of directors of Amcor PLC (NYSE: AMCR), a manufacturer of packaging products, he serves on the board of directors and is Chairman of the Audit Committee of TFI International Inc. (OTCMKTS: TFIFF), a leader in the transportation and logistics industry and also serves on the board of directors of Rite Aid (NYSE: RAD), a leading retail drugstore in the United States. Mr. Nayar is also Senior Advisor to McKinsey and Company. Mr. Nayar brings over 40 years of financial experience to the board of directors of GFL. His experience as a chief financial officer provides useful insights into

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operational and financial metrics relevant to GFL's business. Mr. Nayar is a fellow of the Institute of Chartered Accountants in England & Wales.

Paolo Notarnicola

        Mr. Notarnicola has served as a member of our board of directors since 2018. Mr. Notarnicola is a Partner at BC Partners and led the investment team on GFL. Mr. Notarnicola is a Canadian citizen resident in the United States, overseeing the firm's investment activities in Canada as well as the Business Services sector in North America. Mr. Notarnicola joined BC Partners in New York in November 2014. At BC Partners, Mr. Notarnicola is also a Director of Accudyne Industries and GardaWorld. Previously, Mr. Notarnicola spent more than eight years at KKR, where he was first a member of its operations team, KKR Capstone, and was subsequently responsible for developing its investment activities in Canada. He is also intimately familiar with the environmental services sector having acted as the lead operating partner in two waste management deals, AVR and Van Gansewinkel, during his prior career at KKR Capstone. Prior to that, Mr. Notarnicola was an investment banker at Lazard Canada and also spent five years as a management consultant with McKinsey & Co. in Canada, the United States and Italy. Mr. Notarnicola holds an M.Sc. degree, summa cum laude from L. Bocconi University and an MBA with high distinction (Baker Scholar) from Harvard Business School. He is a Certified Turnaround Professional (CTP).

Ven Poole

        Mr. Poole has served as a member of our board of directors since 2018. Mr. Poole joined Waste Industries in 1990 and served as its Chairman and Chief Executive Officer immediately prior to the Waste Industries Merger. From 2002 through 2008, Mr. Poole served as Vice President, Corporate Development of Waste Industries. From 1995 through 2002, Mr. Poole served as Director of Support Services and from 1990 through 1995, he served as Risk Management Director. He holds a B.S. in Aerospace Engineering from North Carolina State University. Mr. Poole has more than 27 years of experience in the solid waste industry and was recently inducted into the National Waste & Recycling Hall of Fame. He currently serves on the boards of directors of the Environmental Research and Education Foundation (Vice Chairman), Detachable Container Association (Treasurer), the NC State University Entrepreneurship Initiative and St. David's School (Treasurer) and is a member of the board of trustees of North Carolina State University.

Raymond Svider

        Mr. Svider has served as a member of our board of directors since 2018. Mr. Svider is the Chairman and a Partner of BC Partners. He joined BC Partners in 1992 and is currently based in New York. Over the years, Mr. Svider has participated and led investments in a number of sectors, including TMT, healthcare, industrials, business services, consumer and retail. He is currently Executive Chairman of PetSmart, Chairman of the Board of Accudyne Industries, Chairman of the Board of Chewy, Inc. (NYSE: CHWY), and also serves on the boards of directors of Intelsat (NYSE: "I"), Altice USA (NYSE: "ATUS"), Navex Global, GardaWorld, Presidio, Inc. and Cyxtera Technologies. Mr. Svider previously served as a Director of Office Depot, Multiplan, Unity Media, Neuf Cegetel, Polyconcept, Neopost, Nutreco, UTL and Chantemur. Mr. Svider is the Chairman of the Advisory Board of the Aenova Group, and is also on the Boards of the Mount Sinai Children's Center Foundation in New York and the Polsky Center Private Equity Council at the University of Chicago. Mr. Svider received an MBA from the University of Chicago and a Masters in Science in Engineering from both École Polytechnique and École Nationale Supérieure des Telecommunications in France.

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Blake Sumler

        Mr. Sumler has served as a member of our board of directors since 2018. Mr. Sumler is the Managing Director, Diversified Industrial and Business Services in the Private Capital group at Ontario Teachers' Pension Plan Board. He joined Ontario Teachers in 2013 and has worked in private equity for more than 15 years. At Ontario Teachers, Mr. Sumler leads the Diversified Industrials and Business Services team and sits on boards of directors of portfolio companies including PODS (APLPD Holdco, Inc.) and AZEK (AOT Building Products GP Corp). Previously, Mr. Sumler was a Senior Vice President at Callisto Capital, a mid-market Toronto based private equity firm focused on buyouts and growth capital investments in Canada. Prior to that Mr. Sumler's varied work experience included investment management at a hedge fund, equity research and debt syndication. Mr. Sumler is a CPA and a CFA charterholder. He holds a BA (Chartered Accounting) and a Master of Accounting from the University of Waterloo. Additionally, he is a graduate of the Institute of Corporate Directors.

Foreign Private Issuer Status

        The listing rules of the NYSE (the "NYSE Listing Rules"), include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow "home country" corporate governance practices in lieu of the otherwise applicable corporate governance standards of the NYSE. The application of such exceptions requires that we disclose any significant ways that our corporate governance practices differ from the NYSE Listing Rules that we do not follow. When our subordinate voting shares are listed on the NYSE, we intend to continue to follow Canadian corporate governance practices in lieu of the corporate governance requirements of the NYSE in respect of the following:

•

the majority independent director requirement under the NYSE Listing Rules;

•

the requirement under the NYSE Listing Rules that a compensation committee be comprised solely of independent directors; and

•

the requirement under the NYSE Listing Rules that director nominees be selected or recommended for selection by a nominations committee comprised solely of independent directors.

Corporate Governance

        Listing Rules generally requires that a listed company's by-laws provide for a quorum for any meeting of the holders of the company's voting shares that is sufficiently high to ensure a representative vote. Pursuant to the NYSE Listing Rules we, as a foreign private issuer, have elected to comply with practices that are permitted under Canadian law in lieu of the provisions of NYSE. Our by-laws, as in effect prior to consummation of this offering, will provide that a quorum of shareholders shall be at least two holders present in person or represented by proxy who, together, hold not less than 25% of the votes attaching to our outstanding shares entitled to be voted at the meeting.

        Except as stated above, we intend to comply with the NYSE Listing Rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use other foreign private issuer exemptions with respect to some of the other NYSE Listing Rules. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the NYSE, may provide less protection than is accorded to investors under the NYSE Listing Rules applicable to U.S. domestic issuers.

        The Canadian securities regulatory authorities have issued corporate governance guidelines pursuant to National Policy 58-201—Corporate Governance Guidelines ("the Corporate Governance Guidelines"), together with certain related disclosure requirements pursuant to National Instrument 58-101— Disclosure of Corporate Governance Practices ("NI 58-101"). The Corporate

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Governance Guidelines are recommended as "best practices" for issuers to follow. We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted, or will be adopting in connection with the completion of this offering, certain corporate governance policies and practices which reflect our consideration of the recommended Corporate Governance Guidelines.

        The disclosure set out below includes disclosure required by NI 58-101 describing our expected approach to corporate governance in relation to the Corporate Governance Guidelines.

Composition of our Board of Directors and Board Committees

        Under our Articles, our board of directors will consist of a number of directors, as determined from time to time by the directors. Upon consummation of this offering, our board of directors will consist of eight directors. Under the OBCA, a director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors will be elected by our shareholders at each annual meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed. Between annual general meetings of our shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of current directors who were elected or appointed other than as additional directors.

        Certain aspects of the composition and functioning of our board of directors may be subject to the rights of the Investors under agreements to be entered into with us on closing of this offering. For example, in connection with this offering, the Investors expect to enter into separate investor rights agreements providing for certain director nomination rights. See "Certain Relationships and Related Party Transactions—Investor Rights Agreements". Subject to such agreements, nominees for election as directors will be recommended to our board of directors by our Nomination, Governance and Compensation Committee (the "NGC Committee") in accordance with the provisions of applicable corporate law and the charter of our NGC Committee. See "Board Committees—Nomination, Governance and Compensation Committee".

Director Independence

        Under the NYSE Listing Rules, an independent director means a person who, in the opinion of our board of directors, has no material relationship with our company. Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of National Instrument 52-110—Audit Committees ("NI 52-110"). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect material relationship with us which could, in the view of our board of directors, be reasonably expected to interfere with the exercise of a director's independent judgement.

        Based on information provided by each director concerning his background, employment and affiliations, our board of directors has determined that of the eight directors on our board, Patrick Dovigi and Ven Poole will not be considered "independent" as that term is defined under the NYSE Listing Rules and NI 58-101 as a result of their respective relationships with us. Certain members of our board of directors are also members of the board of directors of other public companies. Our board of directors has not adopted a director interlock policy but is keeping informed of other public directorships held by its members.

Meetings of Independent Directors and Conflicts of Interest

        Our board of directors believe that given its size and structure, it is able to facilitate independent judgement in carrying out its responsibilities and will continue to do so following closing of this

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offering. To enhance such independent judgement, the independent members of our board of directors may meet in the absence of senior executive officers or any non-independent directors. Our board of directors has not appointed an independent chair. However, Dino Chiesa will be appointed as lead independent director by our board of directors and will be responsible for ensuring that the directors who are independent of management have opportunities to meet without management present, as required. The lead director shall be appointed and replaced from time to time by a majority of independent directors and shall be an independent director. Discussions will be led by the lead director who will provide feedback subsequently to the Chair.

        A director who has a material interest in a matter before our board of directors or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our board of directors or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with the relevant provisions of the OBCA regarding conflicts of interest.

Majority Voting Policy

        In accordance with the requirements of the TSX, our board of directors will adopt a "Majority Voting Policy" to the effect that a nominee for election as a director who does not receive a greater number of votes "for" than votes "withheld" with respect to the election of directors by shareholders shall tender his or her resignation to the Chair promptly following the meeting of our shareholders at which the director was elected. Our NGC Committee will consider such offer and make a recommendation to our board of directors whether to accept it or not. Our board of directors will promptly accept the resignation unless it determines, in consultation with our NGC Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our board of directors will make its decision and announce it in a press release within 90 days following the meeting of our shareholders. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of our board of directors or our NGC Committee at which the resignation is considered.

Insider Trading Policy

        On completion of this offering, we intend to adopt an insider trading policy which will prohibit our executives, other employees and directors from: (i) trading in our securities while in possession of material undisclosed information about us; and (ii) entering into certain derivative-based transactions that involve, directly or indirectly, securities of the Company, during a restricted period.

Diversity Policy

        We recognize the importance and benefit of having a board of directors and senior management/executive officers composed of highly talented and experienced individuals having regard to the need to foster and promote diversity among board members and senior management with respect to attributes such as gender, ethnicity and other factors.

        In support of this goal, the NGC Committee will, when identifying candidates to nominate for election to our board of directors or appoint as senior management or in its review of senior management succession planning and talent management:

•

consider individuals who are highly qualified, based on their talents, experience, functional expertise and personal skills, character and qualities having regard to our current and future plans and objectives, as well as anticipated regulatory and market developments;

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•

consider criteria that promote diversity, including with regard to gender, ethnicity, and other dimensions;

•

consider the level of representation of women on our board of directors and in senior management positions, along with other markers of diversity, when making recommendations for nominees to our board of directors or for appointment as senior management and in general with regard to succession planning for our board of directors and senior management; and

•

as required, engage qualified independent external advisors to assist our board of directors in conducting its search for candidates that meet the board of directors' criteria regarding skills, experience and diversity.

        On closing of this offering, we intend to adopt a formal policy for the representation and nomination of women on our board of directors and as senior management consistent with our commitment to diversity described above. We do not expect to adopt formal targets regarding the number of women on our board of directors or in executive officer positions because the NGC Committee will generally identify, evaluate and recommend candidates that, as a whole, consist of individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized experience, while taking diversity, including gender diversity, into account.

        Upon consummation of this offering, we will have no women on our board of directors and two women as named executive officers, representing 40% of our named executive officers and 25% of our senior management team. We currently intend on appointing a female director to our board of directors within 12 months of completion of this offering.

Director Term Limits and Other Mechanisms of Board Renewal

        Our board of directors has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the NGC Committee will seek to maintain the composition of our board of directors in a way that provides, in the judgement of our board of directors, the best mix of skills and experience to provide for our overall stewardship. Our NGC Committee also is expected to conduct a process for the assessment of our board of directors, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to our board of directors. See also "—Diversity Policy".

Mandate of our Board of Directors

        Our board of directors is responsible for supervising the management of the business and affairs, including providing guidance and strategic oversight to management. Our board of directors will adopt a formal mandate that includes the following:

•

appointing the Chief Executive Officer;

•

approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting and reviewing the performance of the Chief Executive Officer against such corporate goals and objectives;

•

taking steps to satisfy itself as to the integrity of the Chief Executive Officer and other senior executive officers and that the Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and

•

reviewing and approving management's strategic and business plans.

        Our board of directors will adopt a written position description for the Chair, which sets out the Chair's key responsibilities, including, among others, duties relating to setting board of directors

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meeting agendas, chairing board of directors and shareholder meetings, director development and communicating with shareholders and regulators. Our board of directors will adopt a written position description for our lead director. See "—Meetings of Independent Directors and Conflicts of Interest".

        Our board of directors will adopt a written position description for each of our committee chairs which sets out each of the committee chair's key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

        Our board of directors will adopt a written position description for our Chief Executive Officer which sets out the key responsibilities of our Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to our board of directors for consideration, ensuring the development of an annual corporate plan and budget that support the strategic plan and recommending such plan to our board of directors for consideration and supervising day-to-day management and communicating with shareholders and regulators.

Orientation and Continuing Education

        Following closing of this offering, we will implement an orientation program for new directors under which a new director will meet with the Chair, the lead director, members of senior management and our secretary. It is anticipated that new directors will be provided with comprehensive orientation and education as to the nature and operation of the Company and our business, the role of our board of directors and its committees, and the contribution that an individual director is expected to make. Our NGC Committee will be responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee will be responsible for coordinating orientation and continuing director development programs relating to the committee's mandate.

Code of Ethics

        On closing of this offering, we will adopt a written code of ethics (the "Code of Ethics") that applies to all of our officers, directors, employees, contractors and agents, acting on behalf of the Company. The objective of the Code of Ethics is to provide guidelines for maintaining our and our subsidiaries' integrity, trust and respect. The Code of Ethics will address compliance with laws, rules and regulations, conflicts of interest, confidentiality, commitment, preferential treatment, financial information, internal controls and disclosure, protection and proper use of our assets, communications, fair dealing, fair competition, due diligence, illegal payments, equal employment opportunities and harassment, privacy, use of Company computers and the internet, political and charitable activities and reporting any violations of law, regulation or the Code of Ethics. Any person subject to the Code of Ethics should report all violations of law, regulation or of the Code of Ethics of which they become aware to any one of our senior executives. Our board of directors has ultimate responsibility for monitoring compliance with the Code of Ethics. The Code of Ethics will be filed with the Canadian securities regulatory authorities on SEDAR at www.sedar.com.

Anti-Bribery and Anti-Corruption Compliance Policy

        We have adopted an anti-bribery and anti-corruption compliance policy ("Anti-Bribery Policy") which establishes our commitment to comply fully with Canada's Corruption of Foreign Public Officials Act and the United States Foreign Corrupt Practices Act of 1977 and any local and foreign anti-bribery or anti-corruption laws and regulations that may be applicable. All officers, directors, employees, contractors and agents acting on behalf of the Company ("Company Personnel") shall comply with all

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laws prohibiting improper payments to domestic and foreign officials. All Company Personnel shall conduct the Company's business legally and ethically. Gifts, payments or offerings of anything to influence sales or other business, bribes, kickbacks, or other questionable inducements, directly or indirectly to government officials are prohibited. The Anti-Bribery Policy provides a guideline of prohibited payments, as well as the consequences of non-compliance. The Anti-Bribery Policy also sets out strategies we have adopted to mitigate bribery and corruption risk. The NGC Committee will be responsible for monitoring compliance with the Anti-Bribery Policy and initiating investigations of reported violations. Following the closing of this offering, the Anti-Bribery Policy will be filed with the Canadian securities regulatory authorities on the Company's SEDAR profile at www.sedar.com.

Committees of our Board of Directors

        Our board of directors will establish two committees: the Audit Committee and the NGC Committee.

Audit Committee

        Our Audit Committee will consist of three directors, a majority of whom are persons determined by our board of directors to meet the independence requirements under the rules of the NYSE and NI 52-110. Our Audit Committee is composed of Arun Nayar, who will act as chair of the committee, Dino Chiesa, and Shahir Guindi. Each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. The board of directors has also determined that Arun Nayar, Dino Chiesa and Shahir Guindi are financially literate within the meaning of the rules and regulations of the NYSE and NI 52-110 and that Arun Nayar and Dino Chiesa each qualify as an "audit committee financial expert" as defined under applicable SEC rules and regulations. For additional details regarding the relevant education and experience of each member of our Audit Committee, see also "Management—Executive Officers and Directors".

        Upon the consummation of this offering, our board of directors will adopt a written charter, setting forth the purpose, composition, authority and responsibility of our Audit Committee, consistent with NI 52-110. The Audit Committee assists our board of directors in fulfilling its oversight of:

•

our financial statements and financial reporting processes;

•

our systems of internal accounting and financial controls;

•

the annual independent audit of our financial statements;

•

legal and regulatory compliance;

•

reviewing and recommending debt and equity financings, reviewing and monitoring compliance with debt covenants and reviewing the process and reports with which we measure financial results or performance; and

•

public disclosure items such as quarterly press releases, investor relations materials and other public reporting requirements.

        It is the responsibility of the Audit Committee to maintain free and open means of communication between the Audit Committee, the external auditors and the management of the Company. The Audit Committee is given full access to the Company's management and records and external auditors as necessary to carry out these responsibilities. The Audit Committee has the authority to carry out such special investigations as it sees fit in respect of any matters within its various roles and responsibilities. The Company shall provide appropriate funding, as determined by the Audit Committee, for the

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payment of compensation to the independent auditor for the purpose of rendering or issuing audit reports and to any advisors employed by the Audit Committee.

        For Fiscal 2019 and Fiscal 2018, we incurred the following fees by our external auditors, Deloitte LLP:

	Fiscal 2019		Fiscal 2018
Audit fees(1)	$	2,514,450	$	1,386,089
Audit related fees(2)		665,250		513,024
Tax fees(3)		12,352		6,325
All other fees(4)		—		—
Total fees paid	$	3,192,052	$	1,905,438

(1)

Fees for audit service on a billed basis.

(2)

Fees for assurance and related services not included in audit service above.

(3)

Fees for tax compliance, tax advice and tax planning.

(4)

All other fees not included above.

Nomination, Governance and Compensation Committee

        At the time of closing of this offering, our board of directors will form the NGC Committee, which will initially be composed of three directors, all of whom will be persons determined by our board of directors to be independent directors, and will be charged with reviewing, overseeing and evaluating our compensation, corporate governance and nominating policies. Our NGC Committee will be composed of Paolo Notarnicola, who will act as chair of the committee, Dino Chiesa and Arun Nayar. No member of our NGC Committee will be one of our officers, and as such, our board of directors believes that our NGC Committee will be able to conduct its activities in an objective manner.

        For additional details regarding the relevant education and experience of each member of our NGC Committee, including the direct experience that is relevant to each committee member's responsibilities in executive compensation, see also "—Executive Officers and Directors".

        Upon the consummation of this offering, our board of directors will adopt a written charter setting forth the purpose, composition, authority and responsibility of our NGC Committee consistent with the Corporate Governance Guidelines. Our NGC Committee's purpose is to assist our board of directors in:

•

the appointment, evaluation and compensation of our senior executives;

•

the recruitment, development and retention of our senior executives;

•

maintaining talent management and succession planning systems and processes relating to our senior management;

•

developing the compensation structure for our senior executives including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;

•

establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;

•

assessing the compensation of our directors;

•

developing benefit retirement and savings plans;

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•

developing our corporate governance guidelines and principles and providing us with governance leadership;

•

identifying individuals qualified to be nominated as members of our board of directors;

•

monitoring compliance with the Anti-Bribery Policy and initiating investigations of reported violations;

•

monitoring compliance with the Code of Ethics;

•

reviewing the structure, composition and mandate of our board committees; and

•

evaluating the performance and effectiveness of our board of directors and of our board committees.

        Our NGC Committee will be responsible for establishing and implementing procedures to evaluate the performance and effectiveness of our board of directors, committees of our board of directors and the contributions of individual board members. Our NGC Committee will also take reasonable steps to evaluate and assess, on an annual basis, directors' performance and effectiveness of our board of directors, committees of our board of directors, individual board members, our Chair, lead director and committee chairs. The assessment will address, among other things, individual director independence, individual director and overall board skills, and individual director financial literacy. Our board of directors will receive and consider the recommendations from our NGC Committee regarding the results of the evaluation of the performance and effectiveness of our board of directors, committees of our board of directors, individual board members, our Chair, lead director and committee chairs. Our NGC Committee will also be responsible for orientation and continuing education programs for our directors. See also "—Orientation and Continuing Education".

        Historically, our board of directors has approved the compensation of our Chief Executive Officer, as well as, based on the recommendations of the Chief Executive Officer, the compensation of our other executive officers, including the NEOs (as defined herein). In anticipation of becoming a public company, our board of directors will adopt certain changes to the existing executive compensation regime. All such changes are subject to and conditional upon the successful completion of this offering. See also "Executive Compensation—Summary Compensation Table".

        Further particulars of the process by which compensation for our executive officers is determined is provided under "Executive Compensation".

Directors' and Officers' Liability Insurance

        Our and our subsidiaries' directors and officers are covered under our existing directors' and officers' liability insurance. Under this insurance coverage, we and our subsidiaries will be reimbursed for insured claims where payments have been made under indemnity provisions on behalf of our and our subsidiaries directors and officers, subject to a deductible for each loss, which will be paid by us. Our and our subsidiaries' individual directors and officers will also be reimbursed for insured claims arising during the performance of their duties for which they are not indemnified by us or our subsidiaries. Excluded from insurance coverage are illegal acts, acts which result in personal profit and certain other acts.

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EXECUTIVE COMPENSATION

Introduction

        The following discussion describes the significant elements of the compensation program for the named executive officers ("NEOs") of the Company. The discussion below also reflects certain contemplated changes to our compensation program that we intend to implement in connection with, and contingent upon, completion of this offering. The anticipated NEOs for the year ending December 31, 2019 ("Fiscal 2019") are:

•

Patrick Dovigi, President and Chief Executive Officer;

•

Luke Pelosi, Executive Vice President and Chief Financial Officer;

•

Greg Yorston, Executive President and Chief Operating Officer, Solid Waste;

•

Mindy Gilbert, Executive Vice President and General Counsel; and

•

Elizabeth Joy Grahek, Senior Vice President, Strategic Initiatives.

Compensation Discussion and Analysis

Overview

        We operate a dynamic and growing business that is a leader in its industry. To succeed in this environment and to achieve our business and financial objectives, we need to attract, retain and motivate a highly talented team of executive officers with the experience and skills necessary to meet our business objectives. These include strong leadership and management capabilities that are suited to our entrepreneurial culture and the evolving nature of our industry. Our executive officers demonstrate a proven ability to successfully lead and manage our growth and operational objectives. They are also key to inspiring a culture of operational excellence which is at the foundation of our success and our continued ability to foster ongoing growth.

        We intend to design our executive officer compensation program to achieve the following objectives:

•

provide compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers with the skills and experience that are critical to our success;

•

motivate our executive officers to achieve our business and financial objectives;

•

align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business; and

•

provide incentives that encourage growth balanced with appropriate levels of risk-taking and a strong pay-for-performance relationship.

        In the future, as we transition to a publicly-traded company, we may also award long-term incentives consisting of stock options and other equity-based awards such as performance share units ("PSUs") and/or restricted share units ("RSUs") under a new omnibus long-term incentive plan (the "LTIP") which we will adopt prior to the completion of this offering. We believe that equity-based compensation awards help to motivate our executive officers to achieve our strategic business and financial objectives, and also align their interests with the long-term interests of our shareholders. While we believe that our expected executive officer compensation program will be effective at attracting, maintaining and motivating the talent we need, we expect to regularly evaluate our

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compensation practices on an ongoing basis to ensure that we provide competitive compensation opportunities for our executive team.

        As we transition from being a privately held company to a publicly traded company, we will continue to evaluate our compensation philosophy and compensation program as circumstances require, which may include the periodic review of our compensation program and the mix of components made available to our executive team. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the evolution and growth of our business and the cost of replacing or enhancing our talent composition as needs may require.

Compensation-Setting Process

        Our NGC Committee will be responsible for assisting our board of directors in fulfilling its governance and oversight responsibilities with respect to, among other matters, our human resources, succession planning, and compensation policies and practices. Our NGC Committee will also be responsible for ensuring that our compensation policies and practices reflect an appropriate balance of risk and reward consistent with our risk profile while motivating performance consistent with our growth objectives.

        Our NGC Committee's responsibilities will be set out in its written charter and will include responsibilities for administering our compensation programs and reviewing and making recommendations to our board of directors concerning the level and nature of the compensation payable to our directors and executive officers. Our NGC Committee's oversight will include annual assessments to review objectives, evaluate performance and ensure that the total compensation paid to our executive officers and others is fair and reasonable, consistent with the objectives of our compensation program and aligned with our goals. See also "Management—Committees of our Board of Directors—Nomination, Governance and Compensation Committee". It is anticipated that our Chief Executive Officer will make recommendations to the NGC Committee each year with respect to the compensation for the other NEOs.

        Our NGC Committee will also be responsible for reviewing the compensation program to ensure it continues to meet its objectives and remain aligned with industry best practices, and make recommendations for any changes to our board of directors, as appropriate. As part of this review, the NGC Committee may engage an independent compensation consultant to evaluate the Company's executive compensation program against market practice.

Principal Elements of Compensation

        Upon completion of this offering, the compensation of our executive officers is expected to include three major elements: (i) base salary, (ii) short-term incentives, consisting of an annual bonus, and (iii) long-term equity incentives, consisting of stock options and other equity-based awards as may be granted from time to time generally under the LTIP.

Base Salaries

        Base salary is provided as a fixed source of compensation for our executive officers. Base salaries are determined on an individual basis taking into account the scope of the executive officer's responsibilities and their prior experience. Base salaries are expected to be reviewed annually by our board of directors and may be increased based on the executive officer's success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. In addition, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope or breadth of an executive officer's role or responsibilities.

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Annual Bonuses

        Annual bonuses are designed to motivate our executive officers to meet our strategic business and financial objectives generally and our annual financial performance targets in particular. Annual bonuses are based on objective financial targets set at the beginning of each financial year at the discretion of the NGC Committee, which may vary from year to year. As we transition from being a privately-held company to a publicly-held traded company, we are evaluating the design of our current annual bonus plan. Bonus payments are expected to be determined by our board of directors on the recommendation of the NGC Committee.

Summary Compensation Table

        The following table sets out information concerning the Fiscal 2019 and Fiscal 2018 compensation, earned by, paid to, or awarded to the NEOs⁽¹⁾:

									Non-equity Incentive Plan Compensation ($)
					Share- based Awards ($)		Option- Based Awards ($)(3)
Name and Principal Position	Year		Salary ($)(2)						Annual incentive plan(4)		Long-term incentive plans		Pension Value ($)(5)		All Other Compensation ($)			Total Compensation ($)
Patrick Dovigi		2019		923,999		—		—				—		—		534,000	(7)		1,457,999
President and Chief Executive Officer		2018		901,747		—		38,757,182		7,428,128		—		—		399,825	(7)		47,486,883
Luke Pelosi		2019		627,025		—		—				—		—		12,000	(8)		639,025
Executive Vice President and Chief Financial Officer		2018		483,333		—		3,875,718		1,042,428		—		—		11,000	(8)		5,412,479
Greg Yorston		2019		796,080		—		—				—		—		22,290	(9)		818,370
Executive Vice President and Chief Operating Officer, Solid Waste		2018		723,482		—		3,100,574		868,133		—		—		20,840	(9)		4,751,436
Mindy Gilbert(6)		2019		508,868		—		—				—		—		14,400	(8)		523,268
Executive Vice President and General Counsel		2018		113,781		—		1,093,680		85,273		—		—		3,276	(8)		1,296,012
Elizabeth Joy Grahek		2019		417,095		—		—				—		—		26,913	(10)		444,008
Senior Vice President, Strategic Initiatives		2018		407,083		—		729,120		899,928		—		—		26,600	(10)		2,062,731

(1)

U.S. dollar amounts have been converted to Canadian dollars using the average exchange rate of US$1.00=$1.3268 for Fiscal 2019 and US$1.00=C$1.2957 for Fiscal 2018, except option-based awards which were granted in Canadian dollars.

(2)

Represents the actual base salary earned in Fiscal 2019 and Fiscal 2018, respectively.

(3)

The grant date fair value of options awarded was calculated using the Black-Scholes model. The Black-Scholes factor has been determined using 5 years expected life, a volatility of 23% and a risk-free rate of 2.75%.

(4)

Annual incentive plan compensation for Fiscal 2019 has not yet been determined. It is expected to be determined in March 2020.

(5)

We do not currently offer a defined benefit or a defined contribution plan or pension plan.

(6)

Ms. Gilbert joined GFL on October 9, 2018.

(7)

Comprised of insurance benefit and personal plane hours (at direct operating cost).

(8)

Comprised of car allowance.

(9)

Comprised of deferred profit sharing plan ("DPSP").

(10)

Comprised of car allowance and DPSP.

Agreements with our Named Executive Officers

Patrick Dovigi

        Under the employment agreement with Patrick Dovigi, Mr. Dovigi will be entitled to an annual base salary of US$1,500,000, subject to review and any increase by our board of directors and increases with inflation. Mr. Dovigi will also be eligible for an annual performance-based incentive bonus

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targeted at 150% of his annual base salary, which may be increased to 200% at the discretion of the board of directors. In lieu of any pension obligations, Mr. Dovigi or his affiliates will also be the beneficiary of a whole life insurance policy, the premiums for which will be paid for by the Company. In addition to the above, Mr. Dovigi will be entitled to participate in our benefit plans and receive certain perquisites such as a car allowance up to a maximum of $125,000 per annum and personal plane hours.

        If Mr. Dovigi's employment were to be terminated by us without cause or he resigned for good reason, he would be entitled a payment equal to three times his base salary and bonus earned for the fiscal year immediately prior to the year of termination, a prorated target bonus in respect of the year in which his termination occurs and participation in the benefit plans and use of vehicle until the end of the notice period. In the event of a termination upon death or disability, the employment agreement provides that we will continue to maintain the benefit plans for the benefit of him and his dependents for a period of at least 12 months.

        If Mr. Dovigi's employment were to be terminated by us within 18 months of a change of control, Mr. Dovigi will be entitled to a payment equal to three times his base salary and bonus earned for the fiscal year immediately prior to the year of termination, a prorated target bonus in respect of the year in which his termination occurs and participation in the benefit plans and use of vehicle until the end of the notice period.

        Under his employment agreement, Mr. Dovigi will be subject to certain restrictive covenants with respect to solicitations and non-competition obligations for a period of 12 months following his termination, and will be subject to certain intellectual property assignment and confidentiality obligations.

        In order to secure Mr. Dovigi's services to the Company for the coming years, motivate him to achieve our goals and further align his incentives with those of our shareholders, it is expected that upon completion of the offering, Mr. Dovigi will receive a grant of 17,678,864 options (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), each with an expiration date that is the ten year anniversary of the completion of the offering. The options will include the following exercise prices (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), none of which will be 'in-the-money' upon the completion of the offering:

•

3,928,636 options with an exercise price equal to US$20.50 that will vest on the completion of the offering;

•

3,437,557 options with an exercise price equal to US$24.60 that will vest on the fifteen month anniversary of the completion of the offering;

•

3,437,557 options with an exercise price equal to US$29.52 that will vest on the twenty-seven month anniversary of the completion of the offering;

•

3,437,557 options with an exercise price equal to US$35.42 that will vest on the thirty-nine month anniversary of the completion of the offering; and

•

3,437,557 options with an exercise price equal to US$42.51 that will vest on the fifty-one month anniversary of the completion of the offering.

        If Mr. Dovigi's employment were to be terminated by us without cause or he resigned for good reason all of his outstanding equity awards would vest and become immediately exercisable, in the case of his options, until the earlier of the fifth anniversary of his termination and the end of the respective terms thereof. If Mr. Dovigi were to resign without good reason or if his employment were to be terminated by us for cause, all unvested equity awards would terminate as of the date of his resignation.

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Luke Pelosi

        Under the employment agreement with Luke Pelosi, Mr. Pelosi will be entitled to an annual base salary of US$615,000, subject to any increase approved by our board of directors. Mr. Pelosi will also be eligible for an annual performance-based incentive bonus targeted at 100% of his annual base salary, subject to any increase approved by our board of directors. Mr. Pelosi is also eligible to receive an annual grant of RSUs and PSUs. In addition, Mr. Pelosi will be entitled to participate in our benefit plans, deferred profit sharing plan and registered retirement savings plan and receive a car allowance.

        If Mr. Pelosi's employment were to be terminated by us without cause or he resigned for good reason, Mr. Pelosi would be entitled to a payment equal to two times his base salary and average bonus received in the previous two fiscal years immediately prior to the year of termination payable in equal installments in the two years following termination, a prorated target bonus in respect of the year in which his termination occurs and participation in the benefit plans until the earlier of 18 months or comparable coverage is secured through alternate employment.

        If Mr. Pelosi's employment were to be terminated by us without cause or he resigned for good reason within 12 months of a change of control, Mr. Pelosi would be entitled to a lump sum payment within 60 days of termination equal to two times his base salary and average bonus received in the previous two fiscal years immediately prior to the year of termination, a prorated target bonus in respect of the year in which his termination occurs and participation in the benefit plans as described above.

        Under his employment agreement, Mr. Pelosi will be subject to certain restrictive covenants with respect to solicitations and non-competition obligations for a period of 12 months following his termination, and will be subject to certain intellectual property assignment and confidentiality obligations.

        In order to secure Mr. Pelosi's services to the company for the coming years, motivate him to achieve our goals and further align his incentives with those of our shareholders, Mr. Pelosi will also receive a grant of 1,227,700 options (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), each with an expiration date that is the ten year anniversary of the completion of the offering. The options will include the following exercise prices (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), none of which will be 'in-the-money' upon the completion of the offering:

•

245,540 options with an exercise price equal to US$20.50 that will vest on the one year anniversary of the completion of the offering;

•

245,540 options with an exercise price equal to US$24.60 that will vest on the two year anniversary of the completion of the offering;

•

245,540 options with an exercise price equal to US$29.52 that will vest on the three year anniversary of the completion of the offering;

•

245,540 options with an exercise price equal to US$35.42 that will vest on the four year anniversary of the completion of the offering; and

•

245,540 options with an exercise price equal to US$42.51 that will vest on the five year anniversary of the completion of the offering.

        If Mr. Pelosi's employment were to be terminated by us without cause or he resigned for good reason all of his Legacy Option Shares and his other outstanding equity based awards would vest and become immediately exercisable, in the case of his options described above, until the earlier of the third anniversary of his termination and the end of the term of the options. If Mr. Pelosi were to resign

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without good reason or if his employment were to be terminated by us for cause, all unvested equity awards would terminate as of the date of his resignation.

Greg Yorston

        Under the employment agreement with Greg Yorston, Mr. Yorston will be entitled to an annual base salary of US$625,000, subject to any increase approved by our board of directors. Mr. Yorston will also be eligible for an annual performance-based incentive bonus targeted at 100% of his annual base salary, subject to any increase approved by our board of directors. Mr. Yorston is also eligible to receive an annual grant of RSUs and PSUs. In addition, Mr. Yorston will be entitled to participate in our benefit plans, deferred profit sharing plan and registered retirement savings plan.

        If Mr. Yorston's employment were to be terminated by us without cause or he resigned for good reason, Mr. Yorston would be entitled to a payment equal to two times his base salary and average bonus received in the previous two fiscal years immediately prior to the year of termination payable in equal installments in the two years following termination, a prorated target bonus in respect of the year in which his termination occurs and participation in the benefit plans until the earlier of 18 months or comparable coverage is secured through alternate employment.

        If Mr. Yorston's employment were to be terminated by us without cause or he resigned for good reason within 12 months of a change of control, Mr. Yorston would be entitled to a lump sum payment within 60 days of termination equal to two times his base salary and average bonus received in the previous two fiscal years immediately prior to the year of termination, a prorated target bonus in respect of the year in which his termination occurs and participation in the benefit plans as described above.

        Under his employment agreement, Mr. Yorston will be subject to certain restrictive covenants with respect to solicitations and non-competition obligations for a period of 12 months following his termination, and will be subject to certain intellectual property assignment and confidentiality obligations.

        In order to secure Mr. Yorston's services to the company for the coming years, motivate him to achieve our goals and further align his incentives with those of our shareholders, Mr. Yorston will also receive a grant of 491,080 options (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), each with an expiration date that is the ten year anniversary of the completion of the offering. The options will include the following exercise prices (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), none of which will be 'in-the-money' upon the completion of the offering:

•

98,216 options with an exercise price equal to US$20.50 that will vest on the one year anniversary of the completion of the offering;

•

98,216 options with an exercise price equal to US$24.60 that will vest on the two year anniversary of the completion of the offering;

•

98,216 options with an exercise price equal to US$29.52 that will vest on the three year anniversary of the completion of the offering;

•

98,216 options with an exercise price equal to US$35.42 that will vest on the four year anniversary of the completion of the offering; and

•

98,216 options with an exercise price equal to US$42.51 that will vest on the five year anniversary of the completion of the offering.

        If Mr. Yorston's employment were to be terminated by us without cause or he resigned for good reason all of his Legacy Option Shares and his other outstanding equity based awards would vest and

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become immediately exercisable, in the case of his options described above, until the earlier of the third anniversary of his termination and the end of the term of the options. If Mr. Yorston's employment were to be terminated by us without cause or he resigned for good reason within 12 months of a change of control, all unvested equity awards would vest and become immediately exercisable. If Mr. Yorston were to resign without good reason or if his employment were to be terminated by us for cause, all unvested equity awards would terminate as of the date of his resignation.

Mindy Gilbert

        Under the employment agreement with Mindy Gilbert, Ms. Gilbert will be entitled to an annual base salary of $500,000, subject to any increase approved by our board of directors. Ms. Gilbert will also be eligible for an annual performance-based incentive bonus targeted at 75% of her annual base salary, subject to any increase approved by our board of directors. Ms. Gilbert is also eligible to receive an annual grant of RSUs and PSUs. In addition, Ms. Gilbert will be entitled to participate in our benefit plans, deferred profit sharing plan and registered retirement savings plan and receive a car allowance.

        If Ms. Gilbert's employment were to be terminated by us without cause or she resigned for good reason, Ms. Gilbert would be entitled to a payment equal to two times her base salary and average bonus received in the previous two fiscal years immediately prior to the year of termination payable in equal installments in the two years following termination, a prorated target bonus in respect of the year in which her termination occurs and participation in the benefit plans until the earlier of 18 months or comparable coverage is secured through alternate employment.

        If Ms. Gilbert's employment were to be terminated by us without cause or she resigned for good reason within 12 months of a change of control, Ms. Gilbert would be entitled to a lump sum payment within 60 days of termination equal to two times her base salary and average bonus received in the previous two fiscal years immediately prior to the year of termination, a prorated target bonus in respect of the year in which her termination occurs and participation in the benefit plans as described above.

        Under her employment agreement, Ms. Gilbert will be subject to certain restrictive covenants with respect to solicitations and non-competition obligations for a period of 12 months following her termination, and will be subject to certain intellectual property assignment and confidentiality obligations.

        In order to secure Ms. Gilbert's services to the company for the coming years, motivate her to achieve our goals and further align her incentives with those of our shareholders, Ms. Gilbert will also receive a grant of 245,540 options (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), each with an expiration date that is the ten year anniversary of the completion of the offering. The options will include the following exercise prices (assuming the mid-point of the estimated price range set forth on the cover page of this prospectus), none of which will be 'in-the-money' upon the completion of the offering:

•

49,108 options with an exercise price equal to US$20.50 that will vest on the one year anniversary of the completion of the offering;

•

49,108 options with an exercise price equal to US$24.60 that will vest on the two year anniversary of the completion of the offering;

•

49,108 options with an exercise price equal to US$29.52 that will vest on the three year anniversary of the completion of the offering;

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•

49,108 options with an exercise price equal to US$35.42 that will vest on the four year anniversary of the completion of the offering; and

•

49,108 options with an exercise price equal to US$42.51 that will vest on the five year anniversary of the completion of the offering.

        If Ms. Gilbert's employment were to be terminated by us without cause or she resigned for good reason all of her Legacy Option Shares and other outstanding equity based awards would vest and become immediately exercisable, in the case of her options described above, until the earlier of the third anniversary of her termination and the end of the term of the options. If Ms. Gilbert were to resign without good reason or if her employment were to be terminated by us for cause, all unvested equity awards would terminate as of the date of her resignation.

Elizabeth Joy Grahek

        Under the employment agreement with Joy Grahek, Ms. Grahek will be entitled to an annual base salary of $400,000, subject to any increase approved by our board of directors. Ms. Grahek will also be eligible for an annual performance-based incentive bonus targeted at 75% of her annual base salary, subject to any increase approved by our board of directors. Ms. Grahek is also eligible to receive an annual grant of RSUs and PSUs. In addition, Ms. Grahek will be entitled to participate in our benefit plans, deferred profit sharing plan and registered retirement savings plan and receive a car allowance.

        If Ms. Grahek's employment were to be terminated by us without cause or she resigned for good reason, Ms. Grahek would be entitled to a payment equal to two times her base salary and average bonus received in the previous two fiscal years immediately prior to the year of termination payable in equal installments in the two years following termination, a prorated target bonus in respect of the year in which her termination occurs and participation in the benefit plans until the earlier of 18 months or comparable coverage is secured through alternate employment.

        If Ms. Grahek's employment were to be terminated by us without cause or she resigned for good reason within 12 months of a change of control, Ms. Grahek would be entitled to a lump sum payment within 60 days of termination equal to two times her base salary and average bonus received in the previous two fiscal years immediately prior to the year of termination, a prorated target bonus in respect of the year in which her termination occurs and participation in the benefit plans as described above.

        If Ms. Grahek's employment were to be terminated by us without cause or she resigned for good reason all of her Legacy Option Shares and other outstanding equity based awards would vest and become immediately exercisable. If Ms. Grahek were to resign without good reason or if her employment were to be terminated by us for cause, all unvested equity based awards would terminate as of the date of her resignation.

        Under her employment agreement, Ms. Grahek will be subject to certain restrictive covenants with respect to solicitations and non-competition obligations for a period of 12 months following her termination, and will be subject to certain intellectual property assignment and confidentiality obligations.

Equity Incentive Plans

Legacy Stock Option Plan

        Holdings established a stock option plan dated May 31, 2018, as amended on November 14, 2018 (the "Legacy Stock Option Plan"). As part of the Pre-Closing Capital Changes in connection with this offering, 159,468,329 options issued and outstanding under the Legacy Stock Option Plan with an exercise price of $20.36 (on an as converted basis) will vest and adjust in accordance with the terms of

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the Legacy Stock Option Plan and after giving effect to the offering will be exercised on a net basis, less applicable withholdings taxes, into 3,203,925 subordinate voting shares (the "Legacy Option Shares"). At completion of this offering, there will be no options outstanding under the Legacy Stock Option Plan and such plan will be terminated.

        Unless otherwise determined by the board of directors, the Legacy Option Shares will be held by a trustee in trust or in escrow on behalf of the legacy option holders. One-third of the Legacy Option Shares will vest and be released from escrow on each of the first three anniversaries of the closing of the offering. Unless otherwise determined by the board of directors, if prior to the third anniversary of the closing of the offering a legacy option holder's employment with the Company is terminated without cause, such legacy option holder's Legacy Option Shares held in trust at such time will continue to vest. Unless otherwise determined by the board of directors, if a legacy option holder's employment is otherwise terminated prior to the third anniversary of the closing of the offering, the legacy option holder's Legacy Option Shares held in trust at such time will be cancelled for no consideration.

LTIP

        Long-term incentive compensation awards align the interests of our executive officers with the interests of our shareholders by awarding pay-for-performance that reflects the long-term interests of our shareholders, supports the achievement of our performance objectives, and encourages an appropriate level of compensation risk, while also cultivating longer term retention.

        Upon completion of this offering, we will adopt the LTIP to provide different types of equity-based incentives to be granted to certain of our executive officers, employees and consultants (collectively, the "eligible participants"), including options, PSUs and RSUs (collectively referred to herein as "awards"). Each award will represent the right to receive subordinate voting shares, or in the case of PSUs and RSUs, subordinate voting shares or cash, in accordance with the terms of the LTIP. The following discussion is qualified in its entirety by the text of the LTIP and each grant agreement evidencing the applicable awards.

        It is expected that upon completion of the offering the Company will issue 19,643,184 options to employees and officers of the Company. Each option granted will have an expiration date that is the ten year anniversary of the completion of the offering. The options to be granted to Mr. Dovigi will use a tiered exercise price and vesting structure as follows: US$20.50 on the completion of the offering; US$24.60 on the fifteen month anniversary of the offering; US$29.52 on the twenty-seven month anniversary of the offering; US$35.42 on the thirty-nine month anniversary of the offering and US$42.51 on the fifty-one month anniversary of the offering. The options to be granted to the other executives will use a tiered exercise price and vesting structure as follows: US$20.50 with one year vesting; US$24.60 with two year vesting; US$29.52 with three year vesting; US$35.42 with four year vesting; and US$42.51 with five year vesting (in each case assuming the midpoint of the estimated price range set forth on the cover page of this prospectus).

        Under the terms of the LTIP, our board of directors, or if authorized by our board of directors, our NGC Committee, may grant awards to eligible participants, as applicable. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any award is not assignable or transferable, whether voluntarily, involuntarily, by operation of law or otherwise, other than by will or the laws of descent and distribution.

        The LTIP will provide that, in order to preclude a dilution or enlargement of the benefits under the LTIP, appropriate adjustments, if any, will be made by our board of directors in the shares issuable or amount payable in connection with a reclassification, reorganization or other change of our shares, share split or consolidation, distribution, merger or amalgamation.

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        The maximum number of subordinate voting shares reserved for issuance collectively under our LTIP, the DSU Plan (described below under "—Deferred Share Unit Plan") and any other security-based compensation arrangement will be 10% of the aggregate number of subordinate voting shares and multiple voting shares issued and outstanding from time to time, which will represent 32,078,233 subordinate voting shares after giving effect to the Pre-Closing Capital Changes and as of closing of this offering. For the purposes of calculating the maximum number of subordinate voting shares reserved for issuance under the LTIP, the DSU Plan and any other security-based compensation arrangement, any issuance from treasury by the Company that is issued in reliance upon an exemption under applicable stock exchange rules applicable to equity based compensation arrangements used as an inducement to person(s) or company(ies) not previously employed by and not previously an insider of the Company shall not be included. All of the shares covered by the exercised, cancelled or terminated awards will automatically become available subordinate voting shares for the purposes of awards that may be subsequently granted under the LTIP. As a result, the LTIP is considered an "evergreen" plan. As an evergreen plan, the LTIP will be subject to shareholder approval every three years pursuant of the rules of the TSX.

        The maximum number of subordinate voting shares that may be: (i) issued to insiders of the Company within any one-year period; or (ii) issuable to insiders of the Company at any time, in each case, under the LTIP alone, or when combined with all of the Company's other security-based compensation arrangements, cannot exceed 10% of the aggregate number of shares issued and outstanding from time to time. The LTIP does not include a maximum that may be issued to an eligible participant. No financial assistance is provided by the Company to eligible participants in connection with the LTIP.

        The terms and conditions of grants of options, RSUs and PSUs including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these awards, will be set out in the participant's grant agreement. The impact of certain events upon the rights of holders of these types of awards, including termination for cause, resignation, retirement, termination other than for cause and death or long-term disability, will be set out in the participant's grant agreement.

        The participant's grant agreement is expected to provide that options shall be exercisable during a period established by our board of directors which shall commence on the date of the grant and shall terminate no later than ten years after the date of the granting of the options or such shorter period as the board of directors may determine. The exercise price of options will be determined by the board of directors when such options are granted, but will not be less than the closing price of the subordinate voting shares on the day prior to the grant of such options. For RSUs and PSUs, the participant's grant agreement is expected to provide that RSUs and PSUs shall settle, subject to the achievement of the applicable vesting or other conditions applicable thereto, if any, no later than three years after the date of grant of the award if settled in cash or shares purchased in the open market by the Company, or no later than ten years after the date of the grant of award if settled in shares issued from treasury by the Company, or in each case, such shorter period as our board of directors may determine. RSUs and PSUs entitle the eligible participant to acquire subordinate voting shares at a purchase price determined by the board of directors, subject to certain restrictions and conditions as the board of directors may determine at the time of grant. RSUs and PSUs may be settled in cash, subordinate voting shares or both, in accordance with the terms of the LTIP and the grant agreement.

        The LTIP will provide that the exercise period for an option shall automatically be extended if the date on which it is scheduled to terminate falls during a black-out period. In such cases, the extended exercise period shall terminate ten business days after the last day of the black-out period. In order to facilitate the payment of the exercise price of the options, the LTIP has a cashless exercise feature pursuant to which participants may elect to undertake either a broker assisted "cashless exercise" or a "net exercise" subject to the procedures set out in the participant's grant agreement, including the

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consent of our board of directors, where required. The "cashless exercise" procedure may include the sale of such number of shares as is necessary to raise an amount equal to the aggregate exercise price for all options being exercised by that participant and any applicable tax withholdings. The participant may authorize the broker to sell shares on the open market by means of a short sale and forward the proceeds of such short sale to the Company to satisfy the exercise price and any applicable tax withholdings. The "net exercise" procedure may include the participant surrendering options and electing to receive that number of subordinate voting shares calculated using the following formula below, subject to the payment of any applicable withholding taxes:

X = (Y * (A–B)) / A

Where:

X = the number of subordinate voting shares to be issued to the participant upon exercising such options; provided that if the foregoing calculation results in a negative number, then no subordinate voting shares shall be issued

Y = the number of subordinate voting shares underlying the options to be surrendered

A = the market value of the subordinate voting shares as at the date of the surrender

B = the exercise price of such options.

        In the event of a change of control of the Company, our board of directors will have the discretion to, among other things, accelerate the vesting of outstanding awards, settle outstanding awards in cash or exchange outstanding awards for similar awards of a successor company.

        Our board of directors may, in its sole discretion, suspend or terminate the LTIP at any time, or from time to time, amend, revise or discontinue the terms and conditions of the LTIP or of any securities granted under the LTIP and any grant agreement relating thereto, subject to any required regulatory and exchange approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any award previously granted except as permitted by the terms of the LTIP or as required by applicable laws.

        Our board of directors may amend the LTIP or any securities granted under the LTIP at any time without the consent of a participant provided that such amendment shall: (i) not adversely alter or impair any award previously granted except as permitted by the terms of the LTIP or with consent of the participant; (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX or NYSE; and (iii) be subject to shareholder approval, where required by law, the requirements of the TSX, NYSE or the LTIP, provided however that shareholder approval shall not be required for the following amendments and our board of directors may make any changes which may include but are not limited to:

•

any amendment to the vesting provisions, if applicable, or assignability provisions of awards;

•

any amendment regarding the effect of termination of a participant's employment or engagement;

•

any amendment which accelerates the date on which any award may be exercised under the LTIP;

•

any amendment necessary to comply with applicable law or the requirements of the TSX, NYSE, any other exchange upon which the securities of the Company are then listed, or any other regulatory body;

•

any amendment of a "housekeeping" nature, including, without limitation, to clarify the meaning of an existing provision of the LTIP, correct or supplement any provision of the LTIP that is

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inconsistent with any other provision of the LTIP, correct any grammatical or typographical errors or amend the definitions in the LTIP;

•

any amendment regarding the administration of the LTIP; and

•

any other amendment that does not require the approval of shareholders pursuant to the amendment provisions of the LTIP,

provided that the alteration, amendment or variance does not:

•

increase the maximum number of subordinate voting shares issuable under the LTIP, other than an adjustment pursuant to a change in capitalization;

•

reduce the exercise price of awards;

•

extend the expiration date of an award benefitting an insider of the Company, except in the case of an extension due to a black-out period;

•

remove or exceed the insider participation limits; or

•

amend the amendment provisions of the LTIP.

Director Compensation

        We did not pay our directors any compensation for their service as directors during Fiscal 2019. We reimburse our directors for all reasonable out-of-pocket travel expenses incurred in connection with attendance at meetings of the board of directors. As we transition from being a privately held company to a publicly traded company, we will evaluate our director compensation program for members of our board of directors and its committees. Our compensation program for our directors is expected to be designed to attract and retain committed and qualified directors that possess the range and depth of skills and experience required for our board of directors.

Deferred Share Unit Plan

        In connection with the offering, our board of directors will adopt a director deferred share unit plan (the "DSU Plan"), which is a component of the Company's long-term incentive compensation arrangements available for our non-employee directors. The DSU Plan will provide non-employee directors with the opportunity to receive a portion of their compensation in the form of deferred share units ("DSUs"), representing a unit equivalent in value to a subordinate voting share in accordance with the terms of the DSU Plan (based on the closing price of the subordinate voting shares on the day prior to the grant). The DSU Plan will be administered by our board of directors, provided that the board of directors may, in its discretion, delegate its administrative powers under the DSU Plan to the NGC Committee. The following discussion is qualified in its entirety by the text of the DSU Plan and each agreement evidencing the grant of DSUs.

        The participant is entitled to redeem his or her DSUs following the participant's death, disability, resignation or retirement from our board of directors, or if such director becomes an employee of the Company, upon his or her termination (with or without cause) as an employee. The maximum number of subordinate voting shares reserved for issuance collectively under the DSU Plan, the LTIP and any other security-based compensation arrangement will be 10% of the aggregate number of subordinate voting shares and multiple voting shares issued and outstanding from time to time, which will represent 32,078,233 subordinate voting shares after giving effect to the Pre-Closing Capital Changes and as of the closing of this offering. DSUs may be settled in cash, subordinate voting shares or both, in accordance with the terms of the DSU Plan and the grant agreement. The board of directors, in its sole discretion, may cancel all or a portion of the participant's DSUs as a result of the participant's termination for cause. Except as specifically provided in a grant agreement approved by our board of

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directors, DSUs granted under the DSU Plan are generally not assignable or transferable, whether voluntarily, involuntarily, by operation of law or otherwise, other than by will or the laws of descent and distribution. The DSU Plan does not include a maximum that may be issued to a participant. The DSU Plan will provide that appropriate adjustments, if any, will be made by the board of directors in connection with a reclassification, reorganization or other change of our shares, share split or consolidation, distribution, merger or amalgamation, in the shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the DSU Plan. In the event that a director receives subordinate voting shares in satisfaction of an award during a black-out period, such participant shall not be entitled to sell or otherwise dispose of such subordinate voting shares until such black-out period has expired. No financial assistance is provided by the Company to participants in connection with the DSU Plan.

        In the event of a change of control of the Company, the board of directors has the authority to take all necessary steps to ensure the protection of the rights of the participants under the DSU Plan, including ensuring that the Company or any entity which is or would be the successor to the Company or which may issue securities in exchange for the subordinate voting shares upon the change of control will assume each outstanding DSU, or provide each participant with new, replacement or amended DSUs which will continue on similar terms and conditions following the change of control as provided in the DSU Plan.

        The board of directors may make such other provisions for the protection of the rights of the participants under the DSU Plan as it deems appropriate; however, no participant shall be entitled to receive payment for, or in respect of, any DSU on or before the director's death, disability, resignation or retirement from the board of directors or if such director becomes an employee of the Company, before his or her subsequent termination (with or without cause).

        The board of directors may, in its sole discretion, amend, suspend or terminate the DSU Plan at any time, or from time to time, amend the terms and conditions of the DSU Plan or of any DSUs granted under the DSU Plan and any grant agreement relating thereto, provided that such amendment (i) shall not materially adversely affect the rights of a participant as permitted by the terms of the DSU Plan without the participant's written consent unless such amendment is necessary to comply with law and (ii) shall be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX and NYSE.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        In addition to the compensation arrangements discussed under "Executive Compensation", the following is a description of the material terms of those transactions with related parties to which we are party and which we are required to disclose pursuant to the disclosure rules of the SEC and the Canadian securities regulatory authorities.

Investor Rights Agreements

        The Investors, among others, are currently parties to a shareholders' agreement, which will terminate upon the closing of this offering in accordance with its terms. Effective at the closing of this offering, we will enter into the Investor Rights Agreements with each of the Investors with respect to certain director nomination rights, governance matters and pre-emptive rights.

        The following is a summary of the material attributes and characteristics of the Investor Rights Agreements. This summary is qualified in its entirety by reference to the provisions of the Investor Rights Agreements, which contain a complete statement of those attributes and characteristics. The Investor Rights Agreements will be filed with the Canadian securities regulatory authorities and available on SEDAR at www.sedar.com and with the SEC as an exhibit to the registration statement of which this prospectus forms a part.

        The Investor Rights Agreements will provide that BC Partners will be entitled to nominate:

•

40% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, at least 30% of the issued and outstanding shares;

•

30% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, between 20% and 29.9% of the issued and outstanding shares;

•

20% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, between 10% and 19.9% of the issued and outstanding shares; and

•

10% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, between 5% and 9.9% of the issued and outstanding shares.

        The Investor Rights Agreements will also provide that Ontario Teachers and GIC will each be entitled to nominate 10% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, at least 5% of the issued and outstanding shares.

        The Investor Rights Agreements will provide that the Dovigi Group will be entitled to nominate 10% of our directors (rounding up to the nearest whole number) until such time as the multiple voting shares held by the Dovigi Group automatically convert to subordinate voting shares pursuant to our Articles, as further described below. See "Description of Share Capital—Conversion". Additionally, for so long as Patrick Dovigi is our Chief Executive Officer, he will be nominated as a director and upon election he will be entitled to be the Chairman of our board of directors. Notwithstanding the foregoing, Patrick Dovigi will be entitled to resign as the Chairman at any time. Upon Patrick Dovigi ceasing to be a director, or in the event Patrick Dovigi does not wish to be the Chairman, then the Chairman shall be appointed by our board of directors.

        Each of the Investors will not vote against or withhold their vote in respect of the other Investors' nominees. Additionally, the Investor Rights Agreements will provide that, for so long as BC Partners beneficially owns or controls, directly or indirectly, at least 15% of the issued and outstanding shares, the Dovigi Group will only be permitted to vote the multiple voting shares that it holds in a manner

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consistent with the recommendation of the director nominees of BC Partners on our board of directors; provided that the Dovigi Group will not be required to vote the multiple voting shares that it holds in a manner consistent with the recommendation of the director nominees of BC Partners on any matter that will disproportionally adversely affect the Dovigi Group's economic or voting interest or is reasonably expected to disproportionally adversely affect the Dovigi Group's economic or voting interest relative to BC Partners.

Pre-Emptive Rights

        The Investor Rights Agreements will provide that each of (i) BC Partners, Ontario Teachers and GIC, for so long as they each beneficially own or control, directly or indirectly, at least 7.5% of the issued and outstanding shares, will have pre-emptive rights to allow BC Partners, Ontario Teachers and GIC to respectively beneficially own or control, directly or indirectly, the same aggregate percentage of issued and outstanding shares as each of BC Partners, Ontario Teachers and GIC, respectively, beneficially owned or controlled, directly or indirectly, immediately prior to any applicable distribution or issuance of shares, and (ii) the Dovigi Group, for so long as it beneficially owns or controls, directly or indirectly, multiple voting shares, will have pre-emptive rights to acquire such number of multiple voting shares to allow the Dovigi Group to beneficially own or control, directly or indirectly, the same aggregate voting interest as the Dovigi Group beneficially owned or controlled, directly or indirectly, immediately prior to any applicable distribution or issuance of shares, in each case subject to certain customary exceptions.

Registration Rights Agreement

        The Investors are currently parties, among others, to a registration rights agreement which will be amended on completion of this offering (the "Registration Rights Agreement").

        The following is a summary of the material attributes and characteristics of the Registration Rights Agreement. This summary is qualified in its entirety by reference to the provisions of that agreement, which contains a complete statement of those attributes and characteristics. The Registration Rights Agreement will be filed as an exhibit to this registration statement, with the Canadian securities regulatory authorities and available on SEDAR at www.sedar.com.

        Pursuant to the Registration Rights Agreement, BC Partners, Ontario Teachers, GIC and the Dovigi Group (the "Registration Rights Investors") will be entitled to certain demand registration rights which will enable them to require us to file a registration statement and/or a Canadian prospectus and otherwise assist with public offerings of subordinate voting shares (including subordinate voting shares issuable upon conversion of multiple voting shares) under the Securities Act and applicable Canadian securities laws, in accordance with the terms and conditions of the Registration Rights Agreement. The Registration Rights Agreement entitles BC Partners to five demand registration rights, Ontario Teachers to three demand registration rights, and GIC and the Dovigi Group to two demand registration rights each. The Registration Rights Investors and certain of our other existing shareholders have been granted piggyback registration rights permitting such shareholders to participate in future public offerings in accordance with the terms and conditions of the Registration Rights Agreement. In connection with the Margin Loans each of the Registration Rights Investors will assign the Registration Rights Agreement to the lenders under the Margin Loans. (See "Underwriting (Conflicts of Interest)—Other Relationships Between Us and Certain Underwriters").

        All costs and expenses associated with any demand registration will be borne by us other than underwriting discounts, commissions and transfer taxes, if any, attributable to the sale of the subordinate voting shares (including following the conversion of multiple voting shares) by the applicable selling Registration Rights Investor. We will also be required to provide indemnification and

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contribution for the benefit of the Registration Rights Investors and their respective affiliates and representatives in connection with any demand registration.

        Subject to approval by our board of directors, the Registration Rights Agreement may be amended with the approval of the Registration Rights Investors holding a majority of the shares held by such persons.

        As a result of the lock-up restrictions described under "Shares Eligible for Future Sale—Lock-up Agreements", the demand and piggyback registration rights granted pursuant to the Registration Rights Agreement will not be exercisable, unless a waiver of the applicable lock-up restrictions is obtained, during a period of 180 days following the closing of this offering.

Interests of Management and Others in Material Transactions

        Other than as described in this prospectus, there are no material interests, direct or indirect, of any of our directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the three years before the date hereof that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

Directed Share Program

        At our request, the underwriters have reserved for sale up to 5% of the subordinate voting shares to be sold by us and offered by this prospectus for sale, at the initial public offering price, to our employees and directors, through a directed share program, who have expressed an interest in purchasing our subordinate voting shares in the offering. The number of subordinate voting shares available for sale to the general public in the offering will be reduced by the number of reserved subordinate voting shares sold to such employees and directors. Any reserved subordinate voting shares not purchased by such employees and directors will be offered by the underwriters to the general public on the same basis as the other subordinate voting shares offered under this prospectus. Subordinate voting shares sold through the directed share program will be subject to the same underwriters' fees as subordinate voting shares sold to the general public. See "Underwriting (Conflicts of Interest)".

Indebtedness of Directors and Officers

        Other than as described below, none of our directors, executive officers, employees, former directors, former executive officers or former employees or any of our subsidiaries, and none of their respective associates, is or has within 30 days before the date of this prospectus or at any time since the beginning of the most recently completed financial year been indebted to us or any of our subsidiaries or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by us or any of our subsidiaries.

Purpose	To us or our Subsidiaries		To Another Entity
Share purchases	$	161,000	$	—
Other	$	—	$	—

        On July 17, 2019, Patrick Dovigi and certain of his affiliates repaid loans owing to us in the amount of $161 million. These loans were initially incurred in connection with the purchase of our shares. In addition, in connection with the Recapitalization, we issued a non-interest bearing promissory note payable to Josaud Holdings Inc., an entity controlled by Patrick Dovigi, in an aggregate principal amount of $35.0 million, which is scheduled to mature on January 1, 2023. The note is being repaid in installments of $3.5 million every six months. As of December 31, 2019, there was $21.0 million outstanding principal amount.

        In connection with the Pre-Closing Capital Changes, the Dovigi Group will issue a loan to Holdings for $29 million, payable in equal semi-annual installments over five years and bearing market interest, which will be used to repay the PIK Notes.

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PRINCIPAL AND SELLING SHAREHOLDERS

        Upon the completion of this offering, BC Partners, Ontario Teachers, and GIC will, collectively, directly or indirectly, own or control approximately 67.3% of the issued and outstanding subordinate voting shares, approximately 64.8% of the issued and outstanding shares and approximately 48.6% of the voting power attached to all of our shares (approximately 65.0%, 62.7% and 47.4%, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full) and Dovigi Group will, directly or indirectly, own or control 100% of the issued and outstanding multiple voting shares, approximately 3.7% of the issued and outstanding shares and approximately 27.8% of the voting power attached to all of our shares (approximately 3.6% and 27.1%, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares in full). As a result, the Investors will have a significant influence over us and our affairs. See "Risk Factors". Immediately following the Pre-Closing Capital Changes, there are 13 record holders of our subordinate voting shares and no record holders of multiple voting shares in the United States.

        The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our subordinate voting shares and multiple voting shares, immediately following the Pre-Closing Capital Changes, as adjusted to reflect the sale of the subordinate voting shares in this offering of:

•

each person known by us to own beneficially more than 5% of our outstanding subordinate voting shares or multiple voting shares, which includes the selling shareholder;

•

each of our directors;

•

each of our named executive officers;

•

all of our directors and executive officers as a group; and

•

the Investors.

        Beneficial ownership is determined under SEC rules and regulations and generally includes voting or investment power over securities or the right to receive the economic benefit of ownership of the securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each shareholder identified in the table possesses sole voting and investment power over all shares of equity securities shown as beneficially owned by such shareholder. Subordinate voting shares and multiple voting shares subject to options that are currently exercisable or exercisable within 60 days of the date of this prospectus are considered outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For further information regarding material transactions between us and the Investors, see "Certain Relationships and Related Party Transactions".

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        Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o GFL Environmental Inc., 100 New Park Place, Suite 500, Vaughan, Ontario, Canada, L4K 0H9.

	Beneficially owned immediately following the Pre- Closing Capital Changes and Beneficially owned immediately prior to closing of this offering										Beneficially owned immediately following closing of this offering
	Number of Multiple Voting Shares		Number of Subordinate Voting Shares		Percentage of Outstanding Shares			Percentage of Total Voting Rights			Number of Multiple Voting Shares		Number of Subordinate Voting Shares		Percentage of Outstanding Shares			Percentage of Total Voting Rights
Greater than 5% shareholders:
BC Partners(1)(2)		—		127,857,948		51.3	%		34.6	%		—		127,857,948		39.9	%		29.9	%
Ontario Teachers(3)(4)		—		50,025,711		20.1	%		13.5	%		—		50,025,711		15.6	%		11.7	%
GIC(5)(6)		—		30,045,477		12.1	%		8.1	%		—		30,045,477		9.4	%		7.0	%
Dovigi Group(7)(8)		13,410,869		—		5.4	%		36.3	%		11,892,576		—		3.7	%		27.8	%
Directors and Named Executive Officers
Patrick Dovigi(7)(8)		13,410,869		—		5.4	%		36.3	%		11,892,576		—		3.7	%		27.8	%
Luke Pelosi(9)		—		351,374		*			*			—		351,374		*			*
Greg Yorston(10)		—		433,756		*			*			—		433,756		*			*
Mindy Gilbert(11)		—		85,019		*			*			—		85,019		*			*
Elizabeth Joy Grahek(12)		—		56,679		*			*			—		56,679		*			*
Dino Chiesa(13)		—		18,893		*			*			—		18,893		*			*
Shahir Guindi(14)		—		18,917		*			*			—		18,917		*			*
Arun Nayar(15)		—		24,417		*			*			—		24,417		*			*
Paolo Notarnicola(16)		—		—		*			*			—		—		*			*
Ven Poole(17)(18)		—		10,717,425		4.3	%		2.9	%		—		10,717,425		3.3	%		2.5	%
Raymond Svider(19)		—		—		*			*			—		—		*			*
Blake Sumler(20)		—		—		*			*			—		—		*			*
All directors and executive officers as a group (12 persons)		13,410,869		11,706,480		9.7	%		39.2	%		11,892,576		11,706,480		7.0	%		30.3	%

*

Less than one percent.

(1)

Consists of 127,857,948 subordinate voting shares held directly by BCEC-GFL Borrower (Cayman) LP, an affiliate of BCEC-GFL Holdings (Guernsey) L.P. BCEC-GFL Borrower GP (Cayman), Ltd is the general partner of BCEC-GFL Borrower (Cayman) LP and has voting and dispositive power with respect to the subordinate voting shares held by BCEC-GFL Borrower (Cayman) LP. The number of shares indicated in the table above excludes any shares held by GFL Borrower II (Cayman) LP over which BCEC-GFL Borrower GP (Cayman), Ltd. may be deemed to also have shared voting and/or dispositive power. See footnote (5) below. The principal business address of the entities identified herein is c/o BC Partners Advisors L.P. 650 Madison Avenue, New York, New York 10022.

(2)

All of the 127,857,948 subordinate voting shares held by BCEC-GFL Borrower (Cayman) LP will be pledged as collateral to secure obligations under a Margin Loan. See "Underwriting (Conflicts of Interest)—Other Relationships Between Us and Certain Underwriters" for more information.

(3)

Shares are held by an entity controlled by Ontario Teachers' Pension Plan Board over which Ontario Teachers' Pension Plan Board has voting and dispositive power with respect to the subordinate voting shares. The principal business address of the entity identified herein is 5650 Yonge Street, Toronto, Ontario, M2M 4H5.

(4)

All of the 50,025,711 subordinate voting shares held by an entity controlled by Ontario Teachers' Pension Plan Board will be pledged as collateral to secure obligations under a Margin Loan. See "Underwriting (Conflicts of Interest)—Other Relationships Between Us and Certain Underwriters" for more information.

(5)

Consists of 30,045,477 subordinate voting shares held directly GFL Borrower II (Cayman) LP. GFL Borrower II (Cayman) LP shares the power to vote and the power to dispose of these shares with GIC Special Investments Pte. Ltd. ("GIC SI") and GIC Private Limited ("GIC PL") both of which are private limited companies incorporated in Singapore. GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL. GIC PL is wholly owned by the Government of Singapore and was set up with the sole purpose of managing Singapore's foreign reserves. The Government of Singapore disclaims beneficial ownership of these shares. The business address for GFL Borrower II (Cayman) LP is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912. The number of shares indicated in the table above includes shares held by GFL Borrower II (Cayman) LP over which BCEC-GFL Borrower GP (Cayman), Ltd. may also be deemed to have shared voting and/or dispositive power. See footnote (1) above.

(6)

All of the 30,045,477 subordinate voting shares held by GFL Borrower II (Cayman) LP will be pledged as collateral to secure obligations under a Margin Loan. See "Underwriting (Conflicts of Interest)—Other Relationships Between Us and Certain Underwriters" for more information.

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(7)

Consists of no subordinate voting shares and 11,892,576 multiple voting shares held directly by the Dovigi Group. The Permitted Holders (as defined in "Description of Share Capital") may be deemed to exercise voting and dispositive power with respect to the subordinate voting shares and multiple voting shares held by the Dovigi Group.

(8)

All of the 11,892,576 multiple voting shares will be pledged as collateral to secure obligations under a Margin Loan. See "Underwriting (Conflicts of Interest)—Other Relationships Between Us and Certain Underwriters" for more information.

(9)

Represents 351,374 Legacy Option Shares.

(10)

Represents 433,756 subordinate voting shares held of record (including 311,498 Legacy Option Shares).

(11)

Represents 85,019 Legacy Option Shares.

(12)

Represents 56,679 Legacy Option Shares.

(13)

Represents 18,893 Legacy Option Shares.

(14)

Represents 18,917 Legacy Option Shares.

(15)

Represents 24,417 Legacy Option Shares.

(16)

Mr. Notarnicola is a partner at BC Partners and disclaims beneficial ownership of the subordinate voting shares held by BCEC-GFL Borrower (Cayman) LP.

(17)

Represents 10,717,425 subordinate voting shares held of record (including 24,417 Legacy Option Shares).

(18)

10,717,425 subordinate voting shares will be pledged as collateral to secure obligations under a Margin Loan. See "Underwriting (Conflicts of Interest)—Other Relationships Between Us and Certain Underwriters" for more information.

(19)

Mr. Svider is a partner at BC Partners and disclaims beneficial ownership of the subordinate voting shares held by BCEC-GFL Borrower (Cayman) LP.

(20)

Mr. Sumler is a Managing Director at Ontario Teachers' Pension Plan Board and disclaims beneficial ownership of the subordinate voting shares held by Ontario Teachers' Pension Plan Board.

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TANGIBLE EQUITY UNITS OFFERING

        Concurrently with this offering, we are offering, by means of a separate prospectus, 14,000,000                % Tangible Equity Units (and, to the extent that the underwriters sell more than 14,000,000 Units, up to an additional 2,100,000        % Tangible Equity Units that the underwriters in the Unit Offering have the option to purchase from us, at the initial public offering price thereof less the underwriting discount, within 13 days beginning on, and including, the date of the initial issuance of the Units), which we refer to as Units, each with a stated amount of US$50.00 (or $66.67).

        Each Unit is composed of two parts: (1) a prepaid stock purchase contract issued by us, which we refer to as a purchase contract, and (2) a senior amortizing note issued by us, which we refer to as an amortizing note. Unless settled earlier at the holder's option or at our option (each as described below), each purchase contract will, subject to postponement in certain limited circumstances, automatically settle on March 15, 2023, and we will deliver a specified number of our subordinate voting shares per purchase contract based upon applicable settlement rates and the market value of our subordinate voting shares. Unless settled earlier as described below, each purchase contract that is a component of a Unit will settle automatically on the mandatory settlement date into between            and            subordinate voting shares, subject to certain anti-dilution adjustments. The number of subordinate voting shares issuable upon settlement will be determined based on the volume weighted average price per subordinate voting share over the 20 consecutive trading day period beginning on, and including, the 21^st scheduled trading day immediately preceding the mandatory settlement date in accordance with the purchase contract agreement. Assuming automatic settlement at the rate of 2.4390 subordinate voting shares per purchase contract, the maximum number of shares issuable upon automatic settlement of such purchase contracts based on an assumed initial public offering price of US$20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, is 34,146,341 subordinate voting shares (or 39,268,293 subordinate voting shares if the underwriters in the Unit Offering exercise their option to purchase additional Units in full), subject to certain anti-dilution adjustments.

        At any time prior to the second scheduled trading day immediately preceding March 15, 2023, holders of the purchase contracts may elect to settle purchase contracts early and we will deliver a number of subordinate voting shares per purchase contract equal to: (i) if the holder settles purchase contracts prior to 5:00 p.m., New York City time, on September     , 2020, 95% of the minimum settlement rate on the early settlement date and (ii) if the holder settles purchase contracts commencing on September     , 2020, the minimum settlement rate on the early settlement date, in each case, subject to certain anti-dilution adjustments. Upon early settlement at the holder's election, the market value of our subordinate voting shares on the early settlement date will not affect the early settlement rate and the corresponding amortizing note will remain outstanding. If holders elect to settle any purchase contracts early in connection with a fundamental change, such purchase contracts will be settled at the fundamental change early settlement rate, which may be greater than the minimum settlement rate. Upon early settlement in connection with a fundamental change, the corresponding amortizing note will remain outstanding.

        On or after March 15, 2021, we may elect to settle all, but not less than all, outstanding purchase contracts at the maximum settlement rate of our subordinate voting shares per purchase contract unless the closing price per subordinate voting share for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding date we provide notice of our election to settle in a period of 30 consecutive trading days ending on, and including, the trading day immediately preceding such date of notice exceeds 130% of the threshold appreciation price in effect on each such trading day, in which case we may elect to settle at the minimum settlement rate, subject to certain anti-dilution adjustments. Upon early settlement at our election, holders will have the right to require us to repurchase their amortizing notes for cash at a price equal to the principal amount of such amortizing note, plus accrued and unpaid interest, calculated at an annual rate of        %.

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        Each amortizing note will have an initial principal amount of US$            , will bear interest at the rate of        % per annum and will have a final installment payment date of March 15, 2023. On each March 15, June 15, September 15 and December 15, commencing on June 15, 2020, we will pay equal quarterly cash installments of US$            per amortizing note (except for the June 15, 2020 installment payment, which will be US$            per amortizing note), which cash payment in the aggregate per year will be equivalent to        % per year with respect to each US$50.00 stated amount of Tangible Equity Units.

        We estimate that the net proceeds to us from the sale of Units in the Unit Offering, if completed, will be approximately US$677.3 million (or approximately US$778.8 million if the underwriters in the Unit Offering exercise their option to purchase additional Units in full), in each case after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The closing of this offering is not conditioned upon the closing of the Unit Offering, but the closing of the Unit Offering is conditioned upon the closing of this offering.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

        The following is a summary of the material terms of certain indebtedness currently outstanding. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of such agreements and instruments, copies of which are filed as exhibits to the registration statement of which this prospectus is a part.

Revolving Credit Facility

General

        We entered into the Revolving Credit Agreement which, among other things: (a) provided additional commitments under our revolving credit and swingline facility to include total commitments under (i) a US$40.0 million revolving facility (available in US dollars), (ii) a $628.0 million revolving facility (available in Canadian and US dollars) and (iii) an $80.0 million letter of credit facility; and (b) better aligned the covenants with those contained in our Term Facility.

Interest Rates, Fees, Payments and Prepayments

        Under the terms of the facilities under the Revolving Credit Facility, interest rates and margins charged on advances and standby fees for letters of credit are as follows: margins on Bankers' Acceptances, BA Equivalent Advance, LIBOR rate advances and standby fees on letters of credit are charged at 2.75% and margins on Canadian Rate and US Base Rate loans are charged at 1.75% (as Bankers' Acceptances, BA Equivalent Advance, Canadian Rate and US Base Rate are each defined in the Revolving Credit Agreement). In the event that the London interbank offered rate is no longer available or used for determining the interest rate of loans, then the administrative agent under the Revolving Credit Facility and the Company will negotiate to replace the rate of interest applying to LIBOR rate advances with loans using an alternate benchmark rate, giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time. The commitment fee for undrawn availability under the Revolving Credit Facility is 0.50%.

        Advances bearing interest based on Canadian Rate or US Base Rate may be prepaid at any time without penalty with written notice one day in advance. Prepayment of Bankers Acceptances and LIBOR rate advances requires two and three days' written notice, respectively.

Covenants

        The Revolving Credit Agreement also contains customary negative covenants including, but not limited to, restrictions on our ability and each of the Revolving Credit Facility guarantors to make certain distributions, merge, consolidate and amalgamate with other companies, make certain investments, undertake asset sales, provide certain forms of financial assistance, incur indebtedness or have any outstanding financial instruments other than certain permitted indebtedness and grants liens and security interests on, hypothecate, charge, pledge or otherwise encumber their assets other than certain permitted encumbrances.

        The Revolving Credit Agreement contains customary affirmative covenants including, but not limited to, delivery of financial and other information to the lenders, notice to the lenders upon the occurrence of certain material events, maintenance of insurance, maintenance of existence, payment of taxes and other claims, maintenance of properties, access to books and records by the lenders, compliance with applicable laws and regulations and further assurances.

        Our Revolving Credit Facility contains a financial maintenance covenant. The covenant (which applies only when the Revolving Credit Facility is drawn at or above 35% of the Revolving Credit Facility limit) is a ratio of Total Net Funded Debt (as defined in the Revolving Credit Agreement) to

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Run-Rate EBITDA equal to or less than 8.00 to 1.00. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Long-Term Debt".

Events of Default

        The Revolving Credit Agreement provides that, upon occurrence of one or more events of default, our obligations under the agreement and the credit facilities provided pursuant to its terms may be accelerated and the lending commitments under the agreement may be terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, change of control, bankruptcy proceedings, material money judgements, material adverse effect and other customary events of default.

Security and Guarantees

        The Revolving Credit Facility is guaranteed by the RCF Subsidiary Guarantors (subject to certain customary exceptions), including certain subsidiaries that are not guarantors of the 2022 Notes, 2023 Notes, the 2026 Notes, the 2027 Notes or the Secured Notes. GFL and the RCF Subsidiary Guarantors have provided a first-ranking security interest to the lenders in substantially all present and after-acquired personal property and all other present and future undertaking, tangible and intangible assets and certain real property (subject, in each case, to certain customary exceptions and exclusions). GFL has also pledged the shares of substantially all of its subsidiaries as collateral security and provided first-ranking mortgages or charges by way of a debenture. A pari passu first lien intercreditor agreement was entered into on September 30, 2016 among the administrative agent under the Revolving Credit Agreement, the administrative agent under the Term Loan Credit Agreement, GFL and the guarantors from time to time party thereto and a joinder was entered into on December 16, 2019 by the trustee and notes collateral agent under the Secured Notes Indenture, GFL and the guarantors party thereto, which together provide for, inter alia, customary provisions providing for the pari passu equal priority ranking of the security interests provided by GFL and the RCF Subsidiary Guarantors for the Revolving Credit Facility, the security interests provided by GFL and the TF Subsidiary Guarantors for the Term Credit Facility, and the security interests provided by GFL and the guarantors of the Secured Notes for the Secured Notes.

Term Facility

General

        We are party to the Term Loan Credit Agreement. Prior to our entrance into the Incremental Term Loan Amendment, the Term Loan Credit Agreement provided for a US dollar denominated term loan tranche of US$805.0 million, a US dollar denominated delayed draw term loan tranche of US$100.0 million (which was available to us until October 31, 2018 to fund acquisitions meeting certain criteria) and an accordion option, pursuant to which we may incur an incremental tranche of indebtedness in an amount not to exceed (x) the greater of $400.0 million or 100% of consolidated EBITDA for the immediately preceding four consecutive fiscal quarters, plus (y) an unlimited amount so long as the Total Net First Lien Leverage Ratio (as defined in the Term Loan Credit Agreement) for the relevant period after giving pro forma to such incurrence or issuance is less than or equal to 4.25 to 1.00 (or if such debt will (I) rank junior in right of security with respect to the liens securing the loans under the Term Facility, so long as the Total Net Senior Secured Lien Leverage Ratio for the relevant period after giving pro forma to such incurrence or issuance is less than or equal to 5.50 to 1.00 or (II) be unsecured, so long as the Total Net Leverage Ratio for the relevant period after giving pro forma to such incurrence or issuance is less than or equal to 6.75 to 1.00) (or, in the case of any such incremental indebtedness incurred to finance an acquisition or investment permitted to be consummated under the Term Loan Credit Agreement, an unlimited amount of such indebtedness so

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long as the applicable ratios described above after giving pro forma effect to the consummation of such acquisition or investment and the incurrence of such indebtedness are equal to or less than the applicable ratio immediately prior to the consummation of such acquisition or investment and the incurrence of such indebtedness), plus (z) the aggregate principal amount of all voluntary prepayments of any loans, except to the extent financed with the proceeds of long-term indebtedness (other than revolving indebtedness).

        In connection with the Waste Industries Merger, on November 14, 2018, we entered into the Incremental Term Loan Amendment to provide for a US$1,710.0 million Incremental Term Loan Facility which we incurred as incremental term loans under the Term Loan Credit Agreement in order to finance a portion of the consideration for the Waste Industries Merger. The Incremental Term Loan Facility was incurred as a "fungible increase" of the loans then outstanding under the Term Facility, with substantially similar amortization, maturity, prepayment provisions, customary covenants and events of default and guarantees and security that are, in each case, substantially similar to those applicable to the loans outstanding under the Term Facility.

        As at December 31, 2019, we had US$2,580.2 million principal amount outstanding under the Term Facility.

Interest Rates, Fees, Payments and Prepayments

        Our Term Facility bears interest rates based on our election, which can be either the Eurocurrency Rate (as defined in the Term Loan Credit Agreement) plus 2.75% or the Base Rate (as defined in the Term Loan Credit Agreement) plus 1.75%.

        Our Term Facility amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the original principal amount thereof, with the remaining balance due at final maturity.

        We may voluntarily prepay loans under our Term Facility, in whole or in part, subject to minimum amounts, with prior notice, but without premium or penalty.

        We must prepay our Term Facility with 100% of the net cash proceeds of certain asset sales (such percentage to be subject to reduction to 50% and 0%, respectively, based on the achievement of a Total Net Leverage Ratio (as defined in the Term Loan Credit Agreement) of less than or equal to 5.50 to 1.00 and 4.75 to 1.00, respectively), the incurrence or issuance of specified indebtedness and 50% of excess cash flow (such percentage to be subject to reduction to 25% and 0%, respectively, based on the achievement of Total Net First Lien Leverage Ratio (as defined in the Term Loan Credit Agreement) of less than or equal to 3.00 to 1.00 and 2.50 to 1.00, respectively), in each case, subject to certain exceptions and, in the case of the net cash proceeds of certain asset sales, reinvestment rights.

Covenants

        Our Term Loan Credit Agreement contains customary negative covenants, including, but not limited to, restrictions on our and our restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, make investments, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.

Events of Default

        Our Term Loan Credit Agreement provides that, upon the occurrence of certain events of default, our obligations under the agreement and our obligations under the Term Facility may be accelerated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and

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involuntary bankruptcy proceedings, material money judgements, material pension-plan events, certain change of control events and other customary events of default.

Security and Guarantees

        Our obligations under our Term Facility are guaranteed by the TF Subsidiary Guarantors (subject to certain customary exceptions), including certain subsidiaries that are not guarantors of the 2022 Notes, the 2023 Notes, the 2026 Notes, the 2027 Notes or the Secured Notes. Our Term Facility is secured by a first priority lien on substantially all of our and each TF Subsidiary Guarantors' tangible and intangible assets and certain real property (subject to certain customary exceptions and exclusions) and a first priority pledge of all the capital stock of each direct, wholly-owned material restricted subsidiary directly held by GFL or any TF Subsidiary Guarantor (limited to 65% of the capital stock held by GFL or any TF Subsidiary Guarantor in any direct subsidiary thereof not organized under the laws of Canada or the United States (or any state or province thereof)) and first ranking mortgages or charges by way of debentures.

Equipment Loans, Promissory Notes, Capital Leases and Operating Leases

        We have various capital lease and equipment loan agreements which are secured by the specific assets under such lease or loan. Our capital leases include a contractual obligation to dispose of a minimum number of tonnes at a third-party disposal facility over the course of eleven years that is classified as a capital lease for accounting purposes. The interest rates for these obligations range from 2.50% to 5.97% per annum, while the respective maturity dates of such obligations extend into 2026. We also have operating leases extending into 2029.

        In connection with a May 2016 acquisition, we issued a promissory to the vendor in the aggregate principal amount of $3.5 million, which is secured by a real property mortgage.

Existing Notes

        On May 12, 2017, we issued US$350.0 million in aggregate principal amount of 5.625% senior notes due 2022 (the "2022 Notes"). On February 26, 2018, we issued the 2023 Notes. On May 14, 2018, we issued the Initial 2026 Notes. On April 23, 2019, we issued the 2027 Notes. On December 16, 2019 we issued the Additional 2026 Notes and the Secured Notes. As of December 31, 2019, we had outstanding US$350.0 million in aggregate principal amount of the 2022 Notes, issued under the indenture entered into in respect of the 2022 Notes (the "2022 Indenture"), US$400.0 million in aggregate principal amount of the 2023 Notes, issued under the indenture entered into with respect of the 2023 Notes (as amended, the "2023 Indenture"), US$675.0 million in aggregate principal amount of the 2026 Notes, issued under the indenture entered into with respect to the 2026 Notes (the "2026 Indenture"), US$600.0 million in aggregate principal amount of the 2027 Notes, issued under the indenture entered into with respect of the 2027 Notes (as amended, the "2027 Indenture") and US$500.0 million in aggregate principal amount of the Secured Notes issued under an indenture entered into with respect of such Secured Notes (the "Secured Notes Indenture" and, together with the 2022 Indenture, the 2023 Indenture, the 2026 Indenture and the 2027 Indenture, the "Notes Indentures"). The Unsecured Notes are our senior unsecured obligations and rank equally in right of payment to all of our existing and future senior unsecured debt and senior in right of payment to all of our future subordinated debt (if any). The Unsecured Notes are effectively subordinated to any of our and the guarantors' existing and future secured debt to the extent of the value of the assets securing such debt. The Secured Notes are our senior secured obligations and rank equally in right of payment to all of our existing and future senior secured debt and senior in right of payment to all of our future subordinated debt (if any). The Secured Notes are effectively senior to any of our and the guarantors' existing and future unsecured debt to the extent of the value of the assets securing such debt. The guarantees of the Notes rank equally in right of payment with all of our subsidiary guarantors' existing

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and future senior debt and senior in right of payment to all of our subsidiary guarantors' future subordinated debt (if any). In addition, the Unsecured Notes are structurally subordinated to the liabilities of our non-guarantor subsidiaries, including certain subsidiaries that guarantee the Credit Agreements but do not guarantee the Unsecured Notes. The 2022 Notes will mature on May 1, 2022, the 2023 Notes will mature on March 1, 2023, the 2026 Notes will mature on June 1, 2026, the 2027 Notes will mature on May 1, 2027 and the Secured Notes will mature on December 15, 2026. We pay interest on the 2022 Notes and the 2027 Notes semi-annually on May 1 and November 1 of each year in cash in arrears. We pay interest on the 2023 Notes semi-annually on March 1 and September 1 of each year in cash in arrears. We pay interest on the 2026 Notes semi-annually on June 1 and December 1 of each year in cash in arrears. We pay interest on the Secured Notes semi-annually on June 15 and December 15 of each year in cash in arrears.

        We may redeem up to 40.0% of the 2023 Notes, the 2026 Notes, the 2027 Notes and the Secured Notes using the proceeds of certain equity offerings completed before March 1, 2020, June 1, 2021, May 1, 2022 and December 15, 2022, respectively, at a redemption price equal to 105.375%, 107.000%, 108.500% and 105.125%, respectively, of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to (i) March 1, 2020, we may redeem some or all of the 2023 Notes, (ii) June 1, 2021, we may redeem some or all of the 2026 Notes, (iii) May 1, 2022, we may redeem some or all of the 2027 Notes and (iv) December 15, 2022, we may redeem some or all of the Secured Notes, in each case, at a price equal to 100.0% of the principal amount, plus a "make whole" premium, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. If we sell certain of our assets or experience specific kinds of changes in control, we must offer to purchase the Notes.

        The Notes Indentures entered into in respect of the Notes contain customary covenants, restrictions and events of default for non-investment grade companies on the activities of GFL and its restricted subsidiaries, including, but not limited to, limitations on the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of GFL's assets. Our Secured Notes are secured by a first priority lien on substantially all of our and each guarantors' tangible and intangible assets and certain real property (subject to certain customary exceptions and exclusions) and a first priority pledge of all the capital stock of each direct, wholly-owned material restricted subsidiary directly held by GFL or any guarantor of the Secured Notes (limited to 65% of the capital stock held by GFL or any guarantors of the Secured Notes in any direct subsidiary thereof not organized under the laws of Canada or the United States (or any state or province thereof)) and will be secured by first ranking mortgages or charges by way of debentures.

        The Unsecured Notes are guaranteed by our material subsidiaries that, together with other entities, guarantee the Term Facility. The Secured Notes are guaranteed by each of our subsidiaries that guarantee the Term Facility and the Revolving Credit Facility.

PIK Notes

        We are party to an amended and restated note purchase agreement dated as of November 14, 2018 relating to the issuance of 11.00% Senior PIK Notes 2018 (the "PIK Notes"). $527.8 million of PIK Notes were issued in connection with the Recapitalization and an additional US$300 million were issued in connection with the Waste Industries Merger. $1,008.0 million aggregate principal amount of PIK Notes are issued and outstanding as of December 31, 2019. On September 25, 2019, we issued 57,653,200 Class J Non-Voting Common Shares, without par value, at $1.10 per share on a pre-consolidation basis ($22.06 on a post-conversion basis) in exchange for $61,141,219 aggregate principal amount of our PIK Notes, Series B, plus accrued and unpaid interest outstanding to such

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date. Interest on the PIK Notes is paid semi-annually by increasing the principal amount of such PIK Notes by the amount of interest then due and owing. As part of the Pre-Closing Capital Changes, certain of our shareholders will subscribe for additional shares of Holdings at the offering price or make a loan to Holdings, the proceeds of which will be used to repay or redeem in full the PIK Notes prior to closing of this offering. See "Description of Share Capital—Pre-Closing Capital Changes" and "Prior Sales".

Hedging Arrangements

        We have entered into cross-currency swap contracts to fully hedge our exposure of the servicing of US$350.0 million of the 2022 Notes, US$400.0 million of the 2023 Notes, US$400.0 million of the Initial 2026 Notes, US$600.0 million of the 2027 Notes and US$500.0 million of the Secured Notes to changes in the value of the US dollar.

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DESCRIPTION OF SHARE CAPITAL

Pre-Closing Capital Changes

        In connection with, and prior to, the closing of this offering, Holdings will amalgamate with GFL, a wholly owned subsidiary of Holdings, and continue as GFL Environmental Inc. In connection with such amalgamation:

•

certain of our shareholders will subscribe for additional shares of Holdings at the offering price, the proceeds of which, together with a loan from the Dovigi Group for $29 million, payable in equal semi-annual installments over five years and bearing market interest, will be used to repay in full the PIK Notes;

•

the shares being sold by the selling shareholder in this offering will be acquired as a result of such subscriptions;

•

our share capital will be amended such that it will be composed of an unlimited number of multiple voting shares, an unlimited number of subordinate voting shares and an unlimited number of preferred shares, issuable in series (See "—Share Capital upon Completion of the Offering");

•

in connection with his resignation as an officer of GFL, Ven Poole will receive a separation payment of 68,537 subordinate voting shares issued at the initial public offering price in the amount of approximately US$1.4 million, assuming the midpoint of the estimated price range set forth on the cover page of this prospectus;

•

our outstanding options will vest and convert into an aggregate of 3,203,925 Legacy Option Shares (see "Executive Compensation—Legacy Stock Option Plan"); and

•

all of the issued and outstanding shares of Holdings will be exchanged for subordinate voting shares and multiple voting shares based on an exchange ratio of 20.363259-for-one, other than the Class F shares of Holdings which will be exchanged for multiple voting shares, based on an exchange ratio of 27.064711-for-one. Immediately following such exchange the Dovigi Group will hold all issued and outstanding multiple voting shares.

        These transactions are collectively referred to as the "Pre-Closing Capital Changes". See "Principal and Selling Shareholders" for the number of our securities which will be owned by each of the Investors upon the closing of this offering. Any subordinate voting shares to be sold by the selling shareholder will be converted from multiple voting shares prior to the closing of this offering.

Share Capital upon Completion of the Offering

        The following describes material terms of our share capital following the completion of the Pre-Closing Capital Changes. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our Articles and by-laws.

        The subordinate voting shares are "restricted securities" within the meaning of such term under applicable securities laws in Canada. We are exempt from the requirements of Section 12.3 of National Instrument 41-101—General Prospectus Requirements ("NI 41-101") on the basis that we were a private issuer immediately before filing this prospectus.

        Upon completion of this offering, an aggregate of 308,889,748 subordinate voting shares, 11,892,576 multiple voting shares (319,865,357 subordinate voting shares and 11,892,576 multiple voting shares if the option to purchase additional subordinate voting shares is exercised in full) and no preferred shares will be issued and outstanding. All of the issued and outstanding multiple voting shares will, directly or indirectly, be held or controlled by the Dovigi Group.

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Subordinate Voting Shares and Multiple Voting Shares

Rank

        The subordinate voting shares and multiple voting shares rank pari passu with respect to the payment of dividends, return of capital and distribution of assets in the event of our liquidation, dissolution or winding up.

Dividend Rights

        Holders of subordinate voting shares and multiple voting shares are entitled to receive dividends on a pari passu basis out of our assets legally available for the payment of dividends at such times and in such amount and form as our board of directors may from time to time determine, subject to any preferential rights of the holders of any outstanding preferred shares. In the event of the payment of a dividend in the form of shares and subject to compliance with the rules of the TSX, holders of subordinate voting shares will receive subordinate voting shares and holders of multiple voting shares will receive multiple voting shares unless otherwise determined by our board of directors. See "Dividend Policy".

Voting Rights

        Holders of subordinate voting shares are entitled to one vote per subordinate voting share and holders of multiple voting shares are entitled to 10 votes per multiple voting share on all matters upon which shareholders are entitled to vote. See also "—Certain Amendments". After giving effect to this offering (and assuming no exercise by the underwriters of their option to purchase additional subordinate voting shares), the subordinate voting shares will represent approximately 96.3% of our total issued and outstanding shares and approximately 72.2% of the voting power attached to all of our shares (approximately 96.4% of our total issued and outstanding shares and approximately 72.9% of the voting power attached to all of our shares if the option to purchase additional subordinate voting shares is exercised in full).

Conversion

        The subordinate voting shares are not convertible into any other class of shares. Each outstanding multiple voting share may at any time, at the option of the holder, be converted into one subordinate voting share. Upon the first date that any multiple voting share shall be held by a Person other than by a Permitted Holder, the Permitted Holder which held such multiple voting share until such date, without any further action, shall automatically be deemed to have exercised his, her or its rights to convert such multiple voting share into a fully paid and non-assessable subordinate voting share.

        In addition, all multiple voting shares will convert automatically into subordinate voting shares at such time that is the earlier to occur of the following: (i) the Dovigi Group no longer beneficially owns, directly or indirectly, at least 2.0% of the issued and outstanding shares; (ii) Patrick Dovigi is no longer serving as a director or in a senior management position at the Company; or (iii) the twentieth anniversary of the closing of this offering.

For the purposes of the foregoing:

        "Permitted Holders" means Patrick Dovigi and the spouse or legal equivalent, the parents and/or the lineal descendants of Patrick Dovigi (the "Dovigi Related Persons") or any trust, partnership, corporation, limited liability company or other estate or planning or investment vehicle in which no other Person has any legal, economic, beneficial or other interest other than such holder and/or the Dovigi Related Persons, as applicable, and with respect to which, a transfer does not result in any change in the effective control of such holder's securities.

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        "Person" means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.

        "Control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

Meetings of Shareholders

        Holders of subordinate voting shares and multiple voting shares will be entitled to receive notice of any meeting of our shareholders and may attend and vote at such meetings, except those meetings where only the holders of shares of another class or of a particular series are entitled to vote. A quorum for the transaction of business at a meeting of shareholders is present if at least two shareholders who, together, hold not less than 25% of the votes attaching to our outstanding shares entitled to vote at the meeting are present in person or represented by proxy.

Pre-Emptive and Retraction Rights

        Holders of subordinate voting shares will have no pre-emptive or retraction rights, however, certain of the Investors will be entitled to certain pre-emptive rights to subscribe for additional subordinate voting shares provided for in the Investor Rights Agreements. Holders of multiple voting shares will have no pre-emptive or retraction rights under our Articles, however they will be entitled to certain pre-emptive rights to subscribe for additional subordinate voting shares provided for in the Investor Rights Agreements. See "Certain Relationships and Related Party Transactions—Investor Rights Agreements—Pre-Emptive Rights".

Redemption Rights

        The Company will have no redemption or purchase for cancellation rights.

Liquidation Rights

        Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders of subordinate voting shares and multiple voting shares, without preference or distinction, will be entitled to receive rateably all of our assets remaining after payment of all debts and other liabilities, subject to any preferential rights of the holders of any outstanding preferred shares.

Subdivision, Consolidation and Issuance of Rights

        No subdivision or consolidation of the subordinate voting shares or multiple voting shares may occur unless both classes of shares are concurrently subdivided or consolidated and in the same manner and proportion. Other than as described in this prospectus, no new rights to acquire additional shares or other securities or property of ours will be issued to holders of subordinate voting shares or multiple voting shares unless the same rights are concurrently issued to the holders of both classes of shares.

        We may not issue multiple voting shares without the approval of at least two-thirds of the votes cast subject to pre-emptive rights to subscribe for subordinate voting shares described under "Certain Relationships and Related Party Transactions—Investor Rights Agreements—Pre-Emptive Rights" at a meeting of the holders of subordinate voting shares duly held for that purpose. However, approval is not required in connection with a subdivision, consolidation or stock dividend on a pro rata basis as between the subordinate voting shares and the multiple voting shares.

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Certain Amendments

        In addition to any other voting right or power to which the holders of subordinate voting shares shall be entitled by law or regulation or other provisions of our Articles from time to time in effect, but subject to the provisions of our Articles, holders of subordinate voting shares shall be entitled to vote separately as a class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of our Articles which would adversely affect the rights or special rights of the holders of subordinate voting shares or affect the holders of subordinate voting shares and multiple voting shares differently, on a per share basis, including an amendment to the terms of our Articles that provide that any multiple voting shares sold or transferred to a Person that is not a Permitted Holder shall be automatically converted into subordinate voting shares.

        Pursuant to our Articles, holders of subordinate voting shares and multiple voting shares will be treated equally and identically, except with respect to voting and conversion, on a per share basis, in certain change of control transactions that require approval of our shareholders under the OBCA, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of our subordinate voting shares and multiple voting shares, each voting separately as a class.

Take-over Bid Protection

        Under applicable securities laws in Canada, an offer to purchase multiple voting shares would not necessarily require that an offer be made to purchase subordinate voting shares. In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid, the holders of subordinate voting shares will be entitled to participate on an equal footing with holders of multiple voting shares, the Dovigi Group will enter into a customary coattail agreement with us and a trustee (the "Coattail Agreement"). The Coattail Agreement will contain provisions customary for dual class, TSX-listed corporations designed to prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under applicable securities laws in Canada to which they would have been entitled if the multiple voting shares had been subordinate voting shares. See "—Coattail Agreement".

        The undertakings in the Coattail Agreement will not apply to prevent a sale by the holders of multiple voting shares or their Permitted Holders of multiple voting shares if concurrently an offer is made to purchase subordinate voting shares that:

(a)

offers a price per subordinate voting share at least as high as the highest price per share to be paid pursuant to the take-over bid for the multiple voting shares;



(b)

provides that the percentage of outstanding subordinate voting shares to be taken up (exclusive of subordinate voting shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of multiple voting shares to be sold (exclusive of multiple voting shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);



(c)

has no condition attached other than the right not to take up and pay for subordinate voting shares tendered if no multiple voting shares are purchased pursuant to the offer for multiple voting shares; and



(d)

is in all other material respects identical to the offer for multiple voting shares.

        In addition, the Coattail Agreement will not prevent the transfer of multiple voting shares by the Dovigi Group to its Permitted Holders, provided such transfer is not or would not have been subject to the requirements to make a take-over bid (if the vendor or transferee were in Canada) or constitutes or would be exempt from certain requirements applicable to take-over bids under applicable securities laws in Canada. The conversion of multiple voting shares into subordinate voting shares, whether or

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not such subordinate voting shares are subsequently sold, would not constitute a disposition of multiple voting shares for the purposes of the Coattail Agreement.

Coattail Agreement

        Under the Coattail Agreement, any sale of multiple voting shares (including a transfer to a pledgee as security) by a holder of multiple voting shares party to the Coattail Agreement will be conditional upon the transferee or pledgee becoming a party to the Coattail Agreement, to the extent such transferred multiple voting shares are not automatically converted into subordinate voting shares in accordance with our Articles.

        The Coattail Agreement will contain provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the subordinate voting shares. The obligation of the trustee to take such action will be conditional on us or holders of the subordinate voting shares providing such funds and indemnity as the trustee may reasonably require. No holder of subordinate voting shares will have the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a request authorized by holders of not less than 10% of the outstanding subordinate voting shares and reasonable funds and indemnity have been provided to the trustee.

        Other than in respect of non-material amendments and waivers that do not adversely affect the interests of holders of subordinate voting shares, the Coattail Agreement will provide that, among other things, it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (a) the consent of the TSX and any other applicable securities regulatory authority in Canada; and (b) the approval of at least two-thirds of the votes cast by holders of subordinate voting shares represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attached to subordinate voting shares held by the holders of multiple voting shares or their affiliates and related parties and any persons who have an agreement to purchase multiple voting shares on terms which would constitute a sale or disposition for purposes of the Coattail Agreement, other than as permitted thereby. Non-material amendments and waivers that do not adversely affect the interests of holders of subordinate voting shares shall be subject to the approval of the TSX, but shall not require approval of holders of subordinate voting shares.

        No provision of the Coattail Agreement will limit the rights of any holders of subordinate voting shares under applicable law.

Preferred Shares

        Following the Pre-Closing Capital Changes, we will be authorized to issue an unlimited number of preferred shares issuable in series. Each series of preferred shares shall consist of such number of preferred shares and having such rights, privileges, restrictions and conditions as may be determined by our board of directors prior to the issuance thereof. Holders of preferred shares, except as otherwise provided in the terms specific to a series of preferred shares or as required by law, will not be entitled to vote at meetings of holders of our shares, and will not be entitled to vote separately as a class upon a proposal to amend our Articles in the case of an amendment of the kind referred to in paragraph (a), (b) or (e) of subsection 170(1) of the OBCA. With respect to the payment of dividends and distribution of assets in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the preferred shares are entitled to preference over the subordinate voting shares, multiple voting shares and any other shares ranking junior to the preferred shares from time to time with respect to the payment of paid-up capital remaining after the payment of all outstanding debts on a pro rata basis, and, the payment of any or all declared but unpaid cumulative

209

dividends or any or all declared but unpaid dividends on the preferred shares and may also be given such other preferences over the subordinate voting shares, multiple voting shares and any other shares ranking junior to the preferred shares as may be determined at the time of creation of such series.

        The issuance of preferred shares and the terms selected by our board of directors could decrease the amount of earnings and assets available for distribution to holders of our subordinate voting shares and multiple voting shares or adversely affect the rights and powers, including the voting rights, of the holders of our subordinate voting shares and multiple voting shares without any further vote or action by the holders of our subordinate voting shares and multiple voting shares. The issuance of preferred shares, or the issuance of rights to purchase preferred shares, could make it more difficult for a third-party to acquire a majority of our outstanding shares and thereby have the effect of delaying, deferring or preventing a change of control of us or an unsolicited acquisition proposal or of making the removal of management more difficult. Additionally, the issuance of preferred shares may have the effect of decreasing the market price of our subordinate voting shares. We have no current plan to issue any preferred shares.

        We will file an undertaking with the Ontario Securities Commission pursuant to which we will agree to provide reasonable prior notice to the Ontario Securities Commission in the event the Company intends to issue a series of preferred shares that: (a) carry a greater number of votes on a per share basis, irrespective of the number or percentage of preferred shares owned, than the subordinate voting shares; or (b) would cause any of the factors set out in section 4.1 of OSC Rule 56-501 Restricted Shares to be present in relation to the subordinate voting shares, regardless of any existing restrictions on the subordinate voting shares due to the existence of the multiple voting shares.

Advance Notice Provisions

        We have included certain advance notice provisions with respect to the election of our directors in our by-laws (the "Advance Notice Provisions"). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of board of directors nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated by shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors.

        Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. The Advance Notice Provisions provide requirements for proper written form of notice, which notice shall include information relating to: (i) the person whom a shareholder proposes to nominate for election as a director (the "proposed nominee"), which such information includes, among others, number of securities beneficially owned, or controlled or directed, directly or indirectly, by the proposed nominee and relationship between the nominating shareholder and the person nominated as a director; and (ii) the shareholder who is providing the notice, and each beneficial owner, if any, on whose behalf the nomination is made (the "nominating shareholder"), which such information includes, among others, number of securities beneficially owned, or controlled or directed, directly or indirectly, by the nominating shareholder and its joint actors, if any, any interests in, or rights or obligations associated with any agreement which alters the person's economic interest in a security of the Company or economic exposure to the Company, representation as to whether such person intends to deliver a proxy circular and/or form of proxy, and in each case, any other information that may be required by applicable laws. The prescribed time periods under the Advance Notice Provisions include, (i) in the case of an annual meeting of shareholders (including annual and special meetings), not less than

210

30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (the "Notice Date") is less than 50 days before the meeting date, not later than the close of business on the 10^th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15^th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40^th day before the applicable meeting.

Forum Selection

        We have included a forum selection provision in our by-laws that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and appellate Courts therefrom, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the OBCA or our Articles or by-laws; or (iv) any action or proceeding asserting a claim otherwise related to our "affairs" (as defined in the OBCA). Our forum selection by-law also provides that our securityholders are deemed to have consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of our by-laws. To the fullest extent permitted by law, our forum selection provision applies to claims arising under U.S. federal securities laws. In addition, investors cannot waive compliance with U.S. federal securities laws and the rules and regulations thereunder.

Transfer Agent and Registrar

        The transfer agent and registrar for our subordinate voting shares in the United States is Computershare Trust Company, N.A. at its principal office in Louisville, Kentucky, and in Canada is Computershare Investor Services Inc. at its principal office in Toronto, Ontario.

Listing

        Our subordinate voting shares have been approved for listing on the NYSE under the symbol "GFL" and conditionally approved for listing on the TSX under the symbol "GFL". Our subordinate voting shares will trade in U.S. dollars on the NYSE and in Canadian dollars on the TSX.

Prior Sales

        The following table summarizes issuances of our securities, during the 12-month period preceding the date of this prospectus. As part of the Pre-Closing Capital Changes, each of our outstanding

211

options will vest and convert to subordinate voting shares. See "Description of Share Capital—Pre-Closing Capital Changes".

						As Adjusted for Pre-Closing Capital Changes
Date of Issuance	Type of Security	Number of Securities Issued		Issuance/Exercise Price per Security		Number of Securities Issued		Issuance/Exercise Price per Security
March 18, 2019	Options		250,000	$	1.00		12,277	$	20.36
April 1, 2019	Options		1,150,000	$	1.00		56,474	$	20.36
April 30, 2019	Class F shares		1,823,420	$	1.00		89,545	$	20.36
September 25, 2019	Class J shares		57,653,200	$	1.10		2,573,851	$	22.40
January 1, 2020	Class I shares		41,873,600	$	1.25		1,645,065	$	25.45
January 31, 2020	Class A shares		190,971,702	$	1.00		9,378,248	$	20.36
January 31, 2020	Class B shares		95,000,000	$	1.00		4,665,265	$	20.36
January 31, 2020	Class H shares		44,876,646	$	1.00		2,203,805	$	20.36
January 31, 2020	Class J shares		2,168,128	$	1.00		106,473	$	20.36
February 1, 2020	Class J shares		21,092,000	$	1.25		828,630	$	25.45
February 4, 2020	Class J shares		15,905,436	$	1.00		781,085	$	20.36
February 21, 2020	Class K shares		11,399,544	$	1.00		559,809	$	20.36

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COMPARISON OF SHAREHOLDER RIGHTS

        We are a corporation incorporated under the laws of the province of Ontario. The following discussion summarizes material differences between the rights of holders of our subordinate voting shares and the rights of holders of subordinate voting shares of a typical corporation incorporated under the laws of the state of Delaware, which result from differences in governing documents and the laws of Ontario and Delaware. This summary is qualified in its entirety by reference to the DGCL, the OBCA and our governing documents.

Delaware	Ontario
Stockholder/Shareholder Approval of Business Combinations; Fundamental Changes
Under the DGCL, certain fundamental changes such as amendments to the certificate of incorporation (subject to certain exceptions), a merger, consolidation, sale, lease, exchange or other disposition of all or substantially all of the property of a corporation, or a dissolution of the corporation, are generally required to be approved by the holders of a majority of the outstanding stock entitled to vote on the matter, unless the certificate of incorporation requires a higher percentage. However, under the DGCL, mergers in which, among other requirements, less than 20% of a corporation's stock outstanding immediately prior to the effective date of the merger is issued generally do not require stockholder approval. In addition, mergers in which one corporation owns 90% or more of each class of stock of a second corporation may be completed without the vote of the second corporation's board of directors or stockholders. In certain situations, the approval of a business combination may require approval by a certain number of the holders of a class or series of shares. In addition, Section 251(h) of the DGCL provides that stockholders of a constituent corporation need not vote to approve a merger if: (1) the merger agreement permits or requires the merger to be effected under Section 251(h) and provides that the merger shall be effected as soon as practicable following the tender offer or exchange offer, (2) a corporation consummates a tender or exchange offer for any and all of the outstanding stock of such constituent corporation that would otherwise be entitled to vote to approve the merger, (3) following the consummation of the offer, the stock accepted for purchase or exchanges plus the stock owned by the consummating corporation equals at least the percentage of stock that would be required to adopt the agreement of merger under the DGCL, (4) the corporation consummating the offer merges with or into such constituent corporation, and (5) each outstanding share of each class or series of stock of the constituent corporation that was the subject of and not irrevocably accepted for purchase or exchange in the offer is to be converted in the merger into, or the right to receive, the same consideration to be paid for the shares of such class or series of stock of the constituent corporation irrevocably purchased or exchanged in such offer. The DGCL does not contain a procedure comparable to a plan of arrangement under the OBCA.	Under the OBCA, certain extraordinary corporate actions including: amalgamations; arrangements; continuances; sales, leases or exchanges of all or substantially all of the property of a corporation; liquidations and dissolutions are required to be approved by special resolution. A "special resolution" is a resolution (i) submitted to a special meeting of the shareholders of a corporation duly called for the purpose of considering the resolution and passed at the meeting by at least two-thirds of the votes cast, or (ii) consented to in writing by each shareholder of the corporation entitled to vote on the resolution. An "ordinary resolution" is a resolution that is submitted to a meeting of the shareholders of a corporation and passed, with or without amendment, at the meeting by at least a majority of the votes cast. Under the OBCA, shareholders of a class or series of shares are entitled to vote separately as a class in the event of certain transactions that affect holders of the class or series of shares in a manner different from the shares of another class or series of the corporation, whether or not such shares otherwise carry the right to vote. Under the OBCA, arrangements are permitted. An arrangement may include an amalgamation, a transfer of all or substantially all the property of the corporation, and a liquidation and dissolution of a corporation. In general, a plan of arrangement is approved by a corporation's board of directors and then is submitted to a court for approval. It is customary for a corporation in such circumstances to apply to a court initially for an interim order governing various procedural matters prior to calling any security holder meeting to consider the proposed arrangement. Arrangements must generally be approved by a special resolution of shareholders. The court may, in respect of an arrangement proposed with persons other than shareholders and creditors, require that those persons approve the arrangement in the manner and to the extent required by the court. The court determines, among other things, to whom notice shall be given and whether, and in what manner, approval of any person is to be obtained and also determines whether any shareholders may dissent from the proposed arrangement and receive payment of the fair value of their shares. Following compliance with the procedural steps contemplated in any such interim order (including as to obtaining security holder approval), the court would conduct a final hearing, which would, among other things, assess the fairness and reasonableness of the arrangement and approve or reject the proposed arrangement.

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Delaware	Ontario
Special Vote Required for Combinations with Interested Stockholders/Shareholders
Section 203 of the DGCL provides (in general) that, unless otherwise provided in the certificate of incorporation, a corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder. The prohibition on business combinations with interested stockholders does not apply in some cases, including if: (1) the board of directors of the corporation, prior to the time of the transaction in which the person became an interested stockholder, approves (a) the business combination or (b) the transaction in which the stockholder becomes an interested stockholder; (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or (3) the board of directors and the holders of at least two-thirds of the outstanding voting stock not owned by the interested stockholder approve, at an annual or special meeting of stockholders, the business combination on or after the time of the transaction in which the person became an interested stockholder. For the purpose of Section 203, the DGCL, subject to specified exceptions, generally defines an interested stockholder to include any person who, together with that person's affiliates or associates, (1) owns 15% or more of the outstanding voting stock of the corporation (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or (2) is an affiliate or associate of the corporation and owned 15% or more of the outstanding voting stock of the corporation, in each case, at any time within the previous three years.	While the OBCA does not contain specific anti-takeover provisions with respect to "business combinations", rules and policies of certain Canadian securities regulatory authorities, including Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions, or Multilateral Instrument 61-101, contain requirements in connection with, among other things, "related party transactions" and "business combinations", including, among other things, any transaction by which an issuer directly or indirectly engages in the following with a related party: acquires, sells, leases or transfers an asset, acquires the related party, acquires or issues treasury securities, amends the terms of a security if the security is owned by the related party or assumes or becomes subject to a liability or takes certain other actions with respect to debt. The term "related party" includes directors, senior officers and holders of more than 10% of the voting rights attached to all outstanding voting securities of the issuer or holders of a sufficient number of any securities of the issuer to materially affect control of the issuer. Multilateral Instrument 61-101 requires, subject to certain exceptions, the preparation of a formal valuation relating to certain aspects of the transaction and more detailed disclosure in the proxy material sent to security holders in connection with a related party transaction including related to the valuation. Multilateral Instrument 61-101 also requires, subject to certain exceptions, that an issuer not engage in a related party transaction unless the shareholders of the issuer, other than the related parties, approve the transaction by a simple majority of the votes cast.
Appraisal Rights; Rights to Dissent; Compulsory Acquisition
Under the DGCL, a stockholder of a corporation participating in certain major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction. For example, a stockholder is entitled to appraisal rights in the case of a merger or consolidation if the stockholder is required to accept in exchange for his or her shares anything other than: (1) shares of stock of the corporation surviving or resulting from the merger or consolidation, or depository receipts in respect thereof; (2) shares of any other corporation, or depository receipts in respect thereof, that on the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 stockholders; (3) cash instead of fractional shares of the corporation or fractional depository receipts of the corporation; or (4) any combination of the shares of stock, depository receipts and cash instead of the fractional shares or fractional depository receipts.	Under the OBCA each of the following matters listed will entitle shareholders to exercise rights of dissent and to be paid the fair value of their shares: (i) any amalgamation with another corporation (other than with certain affiliated corporations); (ii) an amendment to the corporation's articles to add, change or remove any provisions restricting the issue, transfer or ownership of a class or series of shares; (iii) an amendment to the corporation's articles to add, change or remove any restriction upon the business or businesses that the corporation may carry on or the powers that the corporation may exercise; (iv) a continuance under the laws of another jurisdiction; (v) a sale, lease or exchange of all or substantially all the property of the corporation other than in the ordinary course of business; and (vi) where a court order permits a shareholder to dissent in connection with an application to the court for an order approving an arrangement. However, a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy. The OBCA provides these dissent rights for both listed and unlisted shares.

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Delaware	Ontario
	Under the OBCA, a shareholder may, in addition to exercising dissent rights, seek an oppression remedy for any act or omission of a corporation which is oppressive or unfairly prejudicial to or that unfairly disregards a shareholder's interests. The OBCA's oppression remedy enables a court to make an order to rectify the matters complained of if the court is satisfied upon application by a complainant (as defined herein) that in respect of a corporation or any of its affiliates, (i) any act or omission of the corporation or any of its affiliates effects or threatens to effect a result; (ii) the business or affairs of the corporation or any of its affiliates are, have been or are threatened to be carried on or conducted in a manner; or (iii) the powers of the directors of the corporation or any of its affiliates are, have been or are threatened to be exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any securityholder, creditor, director or officer of the corporation. The oppression remedy provides the court with broad and flexible jurisdiction to make any order it thinks fit including but not limited to: amending the articles of a corporation, issuing or exchanging securities, setting aside transactions, and appointing or replacing directors. For the purposes of the oppression remedy, a "complainant" includes current and former registered and beneficial owners of a security of the corporation or any of its affiliates, a director or an officer or former director or officer of the corporation or any of its affiliates, as well as any other person whom the court considers appropriate. The OBCA provides a right of compulsory acquisition for an offeror that acquires 90% of a corporation's securities pursuant to a take-over bid or issuer bid, other than securities held at the date of the bid by or on behalf of the offeror. The OBCA also provides that where a person, its affiliates and associates acquire 90% or more of a class of equity securities of a corporation, then the holder of any securities of that class not counted for the purposes of calculating such percentage is entitled to require the corporation to acquire the holder's securities of that class in accordance with the procedure set out in the OBCA.
Stockholder/Shareholder Consent to Action Without Meeting
Under the DGCL, unless otherwise provided in the certificate of incorporation, any action that can be taken at a meeting of the stockholders (except stockholder approval of a transaction with an interested stockholder, which may be given only by vote at a meeting of the stockholders) may be taken without a meeting if written consent to the action is signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take the action at a meeting of the stockholders.	Under the OBCA, a written resolution signed by all the shareholders of a corporation who would have been entitled to vote on the resolution at a meeting is effective to approve the resolution.
Special Meetings of Stockholders/Shareholders
Under the DGCL, a special meeting of stockholders may be called by the board of directors or by such persons authorized in the certificate of incorporation or the by-laws.	The OBCA provides that our shareholders may requisition a special meeting in accordance with the OBCA. The OBCA provides that the holders of not less than 5% of our issued shares that carry the right to vote at a meeting may requisition our directors to call a special meeting of shareholders for the purposes stated in the requisition. If the directors do not call such meeting within 21 days after receiving the requisition despite the technical requirements under the OBCA having been met, any shareholder who signed the requisition may call the special meeting.

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Distributions and Dividends; Repurchases and Redemptions
Under the DGCL, subject to any restrictions contained in the certificate of incorporation, a corporation may declare and pay dividends out of capital surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by issued and outstanding shares having a preference upon the distribution of assets. Surplus is defined in the DGCL as the excess of the net assets over capital, as such capital may be adjusted by the board of directors. A Delaware corporation may purchase or redeem shares of any class except when its capital is impaired or would be impaired by the purchase or redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the purchased or redeemed shares are to be retired and the capital reduced.	Under the OBCA, a corporation may pay a dividend in money or other property unless there are reasonable grounds for believing that the corporation is or after the payment would be unable to pay its liabilities as they become due or the realizable value of its assets would thereby be less than the aggregate of its liabilities and its stated capital of all classes. The OBCA provides that no special rights or restrictions attached to a series of any class of shares confer on the series a priority in respect of dividends or return of capital over any other series of shares of the same class. Under the OBCA, the purchase or other acquisition by a corporation of its shares is generally subject to solvency tests similar to those applicable to the payment of dividends (as set out above). GFL is permitted, under its articles, to acquire any of its shares, subject to the special rights and restrictions attached to such class or series of shares and the approval of its board of directors. Under the OBCA, subject to solvency tests similar to those applicable to the payment of dividends (as set out above), a corporation may redeem, on the terms and in the manner provided in its articles, any of its shares that has a right of redemption attached to it. Our subordinate voting shares and multiple voting shares are not subject to a right of redemption.
Vacancies on Board of Directors
Under the DGCL, a vacancy or a newly created directorship may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, unless otherwise provided in the certificate of incorporation or by-laws. Directors chosen to fill vacancies generally hold office until the next election of directors. If, however, a corporation's directors are divided into classes, a director chosen to fill a vacancy holds office until the next election of the class for which such director was chosen.	Under the OBCA, vacancies that exist on the board of directors may generally be filled by the board if the remaining directors constitute a quorum. In the absence of a quorum, the remaining directors shall call a meeting of shareholders to fill the vacancy. Our Articles set out a minimum number of directors of one (1) and maximum number of directors of fifteen (15). Under the OBCA, where a minimum and maximum number of directors of a corporation is provided for in its articles, the number of directors of the corporation and the number of directors to be elected at the annual meeting of the shareholders shall be such number as shall be determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors. Where such a resolution is passed, the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders.

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Constitution and Residency of Directors
	Under the OBCA, at least 25% of the directors of a corporation must be resident Canadians (unless the corporation has fewer than four directors, in which case it must have at least one director who is a resident Canadian). A resident Canadian is defined in the OBCA as an individual who is (a) a Canadian citizen ordinarily resident in Canada, (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or (c) a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) and ordinarily resident in Canada.
The DGCL does not have residency requirements, but a corporation may prescribe qualifications for directors under its certificate of incorporation or by-laws.	Under the OBCA and our Articles, the board of directors must consist of at least three members so long as GFL remains an "offering corporation" for purposes of the OBCA, which includes a corporation whose securities are listed on a recognized stock exchange such as the NYSE or TSX. Under the OBCA, the shareholders of a corporation elect directors by ordinary resolution at each annual meeting of shareholders at which such an election is required. Under the OBCA, so long as GFL remains an offering corporation, at least one third of its directors must not be officers or employees of GFL or its affiliates.
Removal of Directors; Terms of Directors
Under the DGCL, except in the case of a corporation with a classified board (unless the certificate of incorporation provides otherwise) or in the case of a corporation with cumulative voting, any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.	Under the OBCA, shareholders of a corporation may, by resolution passed by a majority of the vote cast thereon at a meeting of shareholders, remove a director and may elect any qualified person to fill the resulting vacancy. If holders of a class or series of shares have the exclusive right to elect one or more directors, a director elected by them may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series. The OBCA provides that shareholders shall elect at each annual meeting of shareholders at which an election of directors is required, directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election. It is not necessary that all directors elected at a meeting of shareholders hold office for the same term. A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his or her election.
Inspection of Books and Records
Under the DGCL, any holder of record of stock or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, upon written demand, inspect the corporation's books and records during business hours for a proper purpose and may make copies and extracts therefrom.	Under the OBCA, registered holders of shares, beneficial owners of shares and creditors of a corporation, their agents and legal representatives may examine the records of the corporation during the usual business hours of the corporation, and may take extracts from those records, free of charge, and, if the corporation is an offering corporation, any other person may do so upon payment of a reasonable fee.

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Amendment of Governing Documents
Under the DGCL, a certificate of incorporation may be amended if: (1) the board of directors adopts a resolution setting forth the proposed amendment, declaring its advisability and specifying whether the stockholders will vote on the amendment at a special meeting or annual meeting of stockholders; provided that, unless required by the certificate of incorporation, no meeting or vote is required to adopt an amendment for certain specified changes; and (2) the holders of a majority of shares of stock entitled to vote on the matter approve the amendment, unless the certificate of incorporation requires the vote of a greater number of shares. The DGCL requires that certain amendments to a certificate of incorporation be approved by a particular class of stockholders. If an amendment requires a class vote, it must be approved by a majority of the outstanding stock of the class entitled to vote on the matter, unless a greater proportion is specified in the certificate of incorporation or other provisions of the DGCL. Under the DGCL, a corporation's stockholders may amend its by-laws. The board of directors also may amend a corporation's by-laws if so authorized in the certificate of incorporation.	Under the OBCA, amendments to the articles of incorporation generally require the approval of not less than two-thirds of the votes cast by shareholders entitled to vote on the special resolution. In certain cases, holders of a class or series of shares are entitled to vote separately on the resolution. Under the OBCA, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of a corporation. The by-law, amendment or repeal is generally effective immediately; however, the directors must submit the by-law, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the by-law, amendment or repeal.
Indemnification of Directors and Officers
Under the DGCL, subject to specified limitations in the case of derivative suits brought by a corporation's stockholders in its name, a corporation may indemnify any person who is made a party to any action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or who was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys' fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding if: (1) the individual acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; and (2) in a criminal action or proceeding, the individual had no reasonable cause to believe that his or her conduct was unlawful. Without court approval, however, no indemnification may be made in respect of any derivative action in which an individual is adjudged liable to the corporation, except to the extent the Court of Chancery or the court in which such action or suit was brought determines, in its discretion, that such person is fairly and reasonably entitled to indemnity. If a director or officer successfully defends a third-party or derivative action, suit or proceeding, the DGCL requires that the corporation indemnify such director or officer for expenses (including attorneys' fees) actually and reasonably incurred in connection with his or her defense. Under the DGCL, a corporation may advance expenses relating to the defense of any proceeding to directors and officers upon the receipt of an undertaking by or on behalf of the individual to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified.	Under the OBCA, a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, and the corporation may advance moneys to such indemnified persons. The foregoing indemnification is prohibited under the OBCA unless the individual (i) acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of any other entity for which the individual acted as a director or officer or in a similar capacity at the corporation's request and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful. In addition to any indemnity the corporation may elect to provide, the OBCA provides that an individual referred to above is entitled to an indemnity from the corporation against all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual's association with the corporation or other entity referred to above, if, in addition to fulfilling the conditions in (i) and (ii) above, the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.

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	The corporation may also, with the approval of a court, indemnify an individual referred to above or advance moneys to such individual in respect of an action by or on behalf of the corporation or other entity to obtain a judgement in its favour, to which the individual is made a party because of the individual's association with the corporation or other entity, if the individual fulfils the conditions in (i) above. Our by-laws provide that we shall indemnify the foregoing persons on substantially the terms set forth above.
Limited Liability of Directors
The DGCL permits the adoption of a provision in a corporation's certificate of incorporation limiting or eliminating the monetary liability of a director to a corporation or its stockholders by reason of a director's breach of the fiduciary duty of care. The DGCL does not permit any limitation of a director's liability for: (1) breaching the duty of loyalty to the corporation or its stockholders; (2) acts or omissions not in good faith; (3) engaging in intentional misconduct or a known violation of law; (4) obtaining an improper personal benefit from the corporation; or (5) paying a dividend or approving a stock repurchase that was illegal under applicable law.	The OBCA does not permit the limitation of a director's liability as the DGCL does. Under the OBCA, directors and officers owe a fiduciary duty to the corporation. Every director and officer of a corporation must act honestly and in good faith with a view to the best interests of the corporation and must also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Directors will not be found liable for breach of their duties where they exercise the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances. This includes good faith reliance on: financial statements and reports represented by an auditor or officer of the corporation to fairly present the financial position of the corporation; advice or reports from an officer or employee of the corporation where it is reasonable in the circumstances to rely on such information; and, reports from an engineer, lawyer, accountant, or other person whose profession lends credibility to a statement made by any such person.
Stockholder/Shareholder Lawsuits
Under the DGCL, a stockholder may bring a derivative action on behalf of a corporation to enforce the corporation's rights if he or she was a stockholder at the time of the transaction which is the subject of the action. Additionally, under Delaware case law, a stockholder must have owned stock in the corporation continuously until and throughout the litigation to maintain a derivative action. Delaware law also requires that, before commencing a derivative action, a stockholder must make a demand on the directors of the corporation to assert the claim, unless such demand would be futile. A stockholder also may commence a class action suit on behalf of himself or herself and other similarly situated stockholders where the requirements for maintaining a class action have been met.	Under the OBCA, a "complainant", which includes a current or former shareholder (including a beneficial shareholder), director or officer of a corporation or its affiliates (or former director or officer of the corporation or its affiliates) and any other person who, in the discretion of the court, is an appropriate person, may make an application to court to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate (a derivative action). No derivative action may be brought unless notice of the application has been given to the directors of the corporation or its subsidiary not less than fourteen days before bringing the application and the court is satisfied that (i) the directors of the corporation or the subsidiary will not bring, diligently prosecute or defend or discontinue the action, (ii) the complainant is acting in good faith and (iii) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. A complainant is not required to provide the notice referred to above if all of the directors of the corporation or its subsidiary are defendants in the action. In connection with a derivative action, the court may make any order it thinks fit, including an order requiring the corporation or its subsidiary to pay reasonable legal fees and any other costs reasonably incurred by the complainant in connection with the action.

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Blank Check Preferred Stock/Shares
Under the DGCL, a corporation's certificate of incorporation may authorize the board of directors to issue new classes of preferred shares with voting, conversion, dividend distribution and other rights to be determined by the board at the time of issuance. Such authorization could prevent a takeover attempt and thereby preclude stockholders from realizing a potential premium over the market value of their shares. In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or "poison pill", which could prevent a takeover attempt and also preclude stockholders from realizing a potential premium over the market value of their shares.	Under our Articles, preferred shares may be issued in one or more series. Accordingly, our board of directors is authorized, without shareholder approval, but subject to the provisions of the OBCA, to determine the maximum number of shares of each series, create an identifying name for each series and attach such special rights or restrictions, including dividend, liquidation and voting rights, as our board of directors may determine, and such special rights or restrictions, including dividend, liquidation and voting rights, may be superior to those of the subordinate voting shares and multiple voting shares. The issuance of preferred shares, or the issuance of rights to purchase preferred shares, could make it more difficult for a third-party to acquire a majority of our outstanding Shares and thereby have the effect of delaying, deferring or preventing a change of control of us or an unsolicited acquisition proposal or of making the removal of management more difficult. Additionally, the issuance of preferred shares may have the effect of decreasing the market price of our subordinate voting shares. The OBCA does not prohibit a corporation from adopting a shareholder rights plan, or "poison pill", which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares. However, unlike Delaware law, pursuant to applicable Canadian securities laws, Canadian securities regulators have frequently cease traded shareholder rights plans in the face of a take-over bid.
Advance Notification Requirements for Proposals of Stockholders/Shareholders
Delaware corporations' by-laws typically provide that stockholders may introduce a proposal to be voted on at an annual or special meeting of the stockholders, including nominees for election to the board of directors, only if they provide notice of such proposal to the secretary of the corporation in advance of the meeting. In addition, advance notice by-laws frequently require stockholders to provide information about their board nominees, such as a nominee's age, address, employment and beneficial ownership of shares of the corporation's capital stock. The stockholder may also be required to disclose, among other things, his or her own name, share ownership and any agreement, arrangement or understanding with respect to such nomination. For other proposals, the proposing stockholder is often required by the by-laws to provide a description of the proposal and any other information relating to such stockholder or beneficial owner, if any, on whose behalf that proposal is being made, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitation of proxies for the proposal and pursuant to and in accordance with the Exchange Act and the rules and regulations promulgated thereunder.	Under the OBCA, the directors of a corporation are required to call an annual meeting of shareholders no later than fifteen months after holding the last preceding annual meeting. Under the OBCA, the directors of a corporation may call a special meeting at any time. In addition, as discussed above, holders of not less than five percent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders. In its by-laws, GFL has included certain advance notice provisions with respect to the election of its directors. Only persons who are nominated by shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors. Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time period. See "Description of Share Capital—Advance Notice Provisions".

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SHARES ELIGIBLE FOR FUTURE SALE

General

        Prior to this offering, there has not been a public market for our subordinate voting shares. We cannot predict what effect, if any, future sales of our subordinate voting shares, or the availability for future sales of our subordinate voting shares, will have on the market price of our subordinate voting shares prevailing from time to time. Nevertheless, sales of substantial amounts of our subordinate voting shares, including subordinate voting shares issuable upon the conversion of multiple voting shares or upon the exercise of outstanding options, in the public market or the perception that such sales could occur, could materially and adversely affect the market price of our subordinate voting shares and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. See "Risk Factors—Risks Related to the Offering and Ownership of Our Subordinate Voting Shares and Multiple Voting Shares—A significant portion of our total outstanding subordinate voting shares may be sold into the public market in the near future, which could cause the market price of our subordinate voting shares to drop significantly".

        Upon the consummation of this offering, we will have 308,889,748 subordinate voting shares outstanding, assuming the issuance of 71,652,440 subordinate voting shares in this offering, assuming no exercise by the underwriters of the option to purchase additional subordinate voting shares, and no exercise of options outstanding as of December 31, 2019. Based on the same assumptions, upon the closing of this offering, we will have outstanding 11,892,576 multiple voting shares. All shares sold in this offering will be freely tradable without registration under the Securities Act and without restriction by persons other than our "affiliates" (as defined under Rule 144). The subordinate voting shares issuable upon the conversion of the multiple voting shares that will be held by certain of our existing shareholders upon closing of this offering will be available for sale in the public market after the expiration or waiver of the lock-up arrangements described below, subject to limitations imposed by U.S. and Canadian securities laws on resale by our affiliates or "control persons". The remaining subordinate voting shares outstanding after this offering, which comprise 235,719,015 subordinate voting shares, will be "restricted" securities under the meaning of Rule 144, and we expect substantially all of these restricted securities will be subject to the lock-up agreements described below and are not eligible for public sale in the absence of registration under the Securities Act, unless an exemption from registration is available, including the exemptions pursuant to Rules 144 and 701 under the Securities Act, or in compliance with applicable Canadian securities laws.

        We will also have outstanding 14,000,000 Units (or 16,100,000 Units if the underwriters in the Unit Offering exercise in full their option to purchase additional Units), which will settle into up to 34,146,341 subordinate voting shares (or up to 39,268,293 subordinate voting shares if the underwriters in the Unit Offering exercise in full their option to purchase additional Units), issuable upon settlement of the purchase contracts that are a component of the Units being offered in the Unit Offering, in each case, at the rate of subordinate voting shares per purchase contract, based on the assumed initial public offering price of US$20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming the maximum number of subordinate voting shares issuable upon automatic settlement of such purchase contracts, subject to certain anti-dilution adjustments.

        In addition, a total of 32,078,233 of our subordinate voting shares have been reserved for future issuance under our LTIP, which we will adopt in connection with this offering (subject to adjustments for stock splits, stock dividends and similar events), which will equal approximately 10.4% of our subordinate voting shares outstanding immediately following this offering. We intend to file one or more registration statements on Form S-8 under the Securities Act to register such subordinate voting shares issued or reserved for issuance under the LTIP. Subordinate voting shares registered under such

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registration statements will be available for sale in the open market by non-affiliates and by affiliates subject to compliance with Rule 144, each subject to vesting restrictions or the lock-up restrictions described below.

Rule 144

Non-affiliate resales of restricted securities

        In general, under Rule 144, as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to be or have been one of our affiliates for purposes of Rule 144 at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without registration, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

Affiliate resales of restricted securities

        In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates, who have met the six month holding period for beneficial ownership of "restricted shares" of our subordinate voting shares, are entitled to sell within any three-month period, a number of shares that does not exceed the greater of:

•

1% of the number of our subordinate voting shares then outstanding, which will equal approximately 3,088,897 shares immediately after this offering (or 3,198,654 shares if the underwriters exercise in full their over-allotment option to purchase additional shares); or

•

the average reported weekly trading volume of our subordinate voting shares on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

        Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our subordinate voting shares after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.

Rule 701

        In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who received shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information, holding period, volume limitations or notice filing requirements.

        The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

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Canadian Resale Restrictions

        Any sale of any of our subordinate voting shares which constitutes a "control distribution" under Canadian securities laws (generally a sale by a person or a group of persons holding more than 20% of the voting rights attached to our outstanding voting securities) will be subject to restrictions under applicable Canadian securities laws in addition to those restrictions noted above, unless the sale is qualified under a prospectus filed with Canadian securities regulatory authorities or if prior notice of the sale is filed with the Canadian securities regulatory authorities at least seven days before any sale and there has been compliance with certain other requirements and restrictions regarding the manner of sale, payment of commissions, reporting and availability of current public information about us and compliance with applicable Canadian securities laws.

Lock-Up Agreements

        In connection with this offering, we, our executive officers, directors and certain of our shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, dispose of or hedge any of our subordinate voting shares or securities convertible into or exchangeable for subordinate voting shares during the period ending 180 days after the date of this prospectus, except with the prior written consent of a majority of the representatives of the underwriters consisting of at least one Canadian representative and one U.S. representative (the "Releasing Representatives"). See "Underwriting (Conflicts of Interest)".

Registration Rights

        Pursuant to the registration rights agreement, we have granted the Registration Rights Investors the right to cause us, in certain instances, at our expense, to file registration statements under the Securities Act and prospectuses in Canada covering resales of our subordinate voting shares held by them and other shareholders party to that agreement or to piggyback on such registration statements or prospectuses in certain circumstances. See "Certain Relationships and Related Party Transactions". These shares will represent approximately 67.3% of our outstanding subordinate voting shares after this offering, or 65.0% if the underwriters exercise in full their option to purchase additional shares. These shares also may be sold under Rule 144 under the Securities Act, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates. The registration rights agreement also requires us to indemnify certain of our shareholders and their affiliates in connection with any registrations of our securities.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

        The following discussion describes the material United States federal income tax consequences to a United States Holder (as defined herein) of the purchase, ownership and disposition of our subordinate voting shares as of the date hereof. This discussion deals only with subordinate voting shares that are held as capital assets by a United States Holder. In addition, the discussion set forth below is applicable only to United States Holders (i) who are residents of the United States for purposes of the current United States—Canada Income Tax Convention (the "Treaty"), (ii) whose subordinate voting shares are not, for purposes of the Treaty, effectively connected with a permanent establishment in Canada and (iii) who otherwise qualify for the full benefits of the Treaty.

        As used herein, the term "United States Holder" means a beneficial owner of our subordinate voting shares that is, for United States federal income tax purposes, any of the following:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations, rulings and judicial decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below.

        This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•

a dealer in securities or currencies;

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a financial institution;

•

a regulated investment company;

•

a real estate investment trust;

•

an insurance company;

•

a tax-exempt organization;

•

a person holding our subordinate voting shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

•

a trader in securities that has elected the mark-to-market method of tax accounting for your securities;

•

a person liable for alternative minimum tax;

•

a person who owns or is deemed to own 10% or more of our stock (by vote or value);

•

a partnership or other pass-through entity for United States federal income tax purposes;

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•

a person required to accelerate the recognition of any item of gross income with respect to our subordinate voting shares as a result of such income being recognized on an applicable financial statement; or

•

a person whose "functional currency" is not the United States dollar.

        If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our subordinate voting shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our subordinate voting shares, you should consult your tax advisors.

        This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income or the effects of any state, local or non-United States tax laws. If you are considering the purchase of our subordinate voting shares, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of our subordinate voting shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction.

        This discussion assumes that we are not, and will not become, a passive foreign investment company, as described below.

Taxation of Dividends

        The gross amount of distributions on the subordinate voting shares (including any amounts withheld to reflect Canadian withholding taxes) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the subordinate voting shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not, however, expect to determine earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.

        Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

        With respect to non-corporate United States Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a non-U.S. corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the United States Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The United States Treasury Department has determined that the Treaty meets these requirements, and we expect we would be eligible for the benefits of the Treaty, although there can be no assurance. However, a non-U.S. corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our subordinate voting shares, which have been approved for listing on the NYSE and conditionally approved for listing on the TSX, will be readily tradable on an established securities market in the United States. There can be no assurance, however, that our subordinate voting shares will be considered readily tradable on an established securities market in later years. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the

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dividend income as "investment income" pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules to your particular circumstances.

        The amount of any dividend paid in Canadian dollars will equal the United States dollar value of the Canadian dollars received calculated by reference to the exchange rate in effect on the date the dividend is received by you, regardless of whether the Canadian dollars are converted into United States dollars. If the Canadian dollars received as a dividend are converted into United States dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Canadian dollars received as a dividend are not converted into United States dollars on the date of receipt, you will have a basis in the Canadian dollars equal to their United States dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Canadian dollars will be treated as United States source ordinary income or loss.

        Subject to certain conditions and limitations, Canadian withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the subordinate voting shares will be treated as income from sources outside the United States and will generally constitute passive category income. However, in certain circumstances, if you have held the subordinate voting shares for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for Canadian withholding taxes imposed on dividends paid on the subordinate voting shares. If you do not elect to claim a United States foreign tax credit, you may instead claim a deduction for Canadian income tax withheld, but only for a taxable year in which you elect to do so with respect to all foreign income taxes paid or accrued in such taxable year. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Passive Foreign Investment Company

        We do not believe that we are, for United States federal income tax purposes, a passive foreign investment company (a "PFIC"), and we expect to operate in such a manner so as not to become a PFIC. If, however, we are or become a PFIC, you could be subject to additional United States federal income taxes on gain recognized with respect to the subordinate voting shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules.

Taxation of Capital Gains

        For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of the subordinate voting shares in an amount equal to the difference between the amount realized for the subordinate voting shares and your tax basis in the subordinate voting shares. Such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the subordinate voting shares for more than one year. Long-term capital gains of non-corporate United States Holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any Canadian tax imposed on the disposition of subordinate voting

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shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources.

Information Reporting and Backup Withholding

        In general, information reporting will apply to dividends in respect of our subordinate voting shares and the proceeds from the sale, exchange or other disposition of our subordinate voting shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.

        Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

Reporting Obligations for Specified Foreign Financial Assets

        United States Holders who are individuals (and certain entities) are required to report on Internal Revenue Service Form 8938 specified foreign financial assets that they own if the aggregate value of those assets exceeds certain threshold amounts. Specified foreign financial assets may include stock of a foreign issuer such as the subordinate voting shares if not held through a financial account maintained at a United States "financial institution", as defined in the applicable rules. United States Holders should consult their own tax advisors as to the possible application of this reporting obligation under their particular circumstances.

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MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

        In the opinion of Stikeman Elliott LLP, counsel to the Company, and Davies Ward Phillips & Vineberg LLP, counsel to the underwriters, the following summary describes, as of the date hereof, the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the "Tax Act") generally applicable to a holder who acquires, as beneficial owner, subordinate voting shares pursuant to this offering, who has not elected to report its Canadian tax results in a currency other than the Canadian currency, and who deals at arm's length with the Company and the underwriters for purposes of the Tax Act (a "Holder").

        This summary is based on the provisions of the Tax Act and the regulations thereunder (the "Regulations") in force as of the date hereof, all specific proposals to amend the Tax Act and the Regulations that have been publicly announced prior to the date hereof (the "Proposed Amendments"), and counsel's understanding of the current published administrative policies and practices of the Canada Revenue Agency. This summary assumes that the Proposed Amendments will be enacted in the form proposed; however, no assurance can be given that the Proposed Amendments will be enacted in the form proposed, if at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account any changes in law, whether by legislative, governmental or judicial action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ from those discussed herein.

        This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations with respect to the income tax consequences to any Holder are made. Consequently, Holders and prospective holders of subordinate voting shares should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring subordinate voting shares pursuant to this offering, having regard to their particular circumstances. This summary does not address any tax considerations applicable to persons other than Holders and such persons should consult their own tax advisors regarding the consequences of acquiring, holding and disposing of subordinate voting shares under the Tax Act and any jurisdiction in which they may be subject to tax.

Foreign Exchange

        For purposes of the Tax Act, all amounts expressed in a currency other than Canadian dollars relating to the acquisition, holding or disposition of a subordinate voting share, including dividends, adjusted cost base and proceeds of disposition, must be determined in Canadian dollars using the relevant rate of exchange required under the Tax Act.

Residents of Canada

        The following portion of this summary is generally applicable to a Holder who, at all relevant times for purposes of the Tax Act (a) is, or is deemed to be, resident in Canada, (b) holds subordinate voting shares as "capital property", and (c) is not affiliated with the Company or the underwriters (a "Resident Holder"). Generally, subordinate voting shares will be considered to be capital property to a Resident Holder unless they are held in the course of carrying on a business or as part of an adventure or concern in the nature of trade. Certain Resident Holders whose subordinate voting shares do not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their subordinate voting shares and every other "Canadian security" (as defined in the Tax Act) owned by such holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. Resident Holders are advised to consult their own tax advisors to determine whether such an election is available and desirable in their particular circumstances.

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        This summary is not applicable to a Resident Holder: (i) that is a "financial institution" for the purposes of the "mark-to-market" rules contained in the Tax Act; (ii) that is a "specified financial institution"; (iii) an interest in which would be a "tax shelter investment"; or (iv) that enters into a "derivative forward agreement" in respect of subordinate voting shares, as each of those terms is defined in the Tax Act. This summary does not address the possible application of the "foreign affiliate dumping" rules that may be applicable to a Resident Holder that is a corporation resident in Canada (for the purposes of the Tax Act) and is, or becomes, or does not deal at arm's length with a corporation resident in Canada that is, or that becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the subordinate voting shares, controlled by a non-resident corporation, individual, trust or a group of any combination of non-resident individuals, trusts, and/or corporations who do not deal with each other at arm's length for purposes of the rules in section 212.3 of the Tax Act. Any such Resident Holder should consult its own tax advisor with respect to an investment in subordinate voting shares.

Dividends

        In the case of a Resident Holder who is an individual (other than certain trusts), dividends received or deemed to be received on the subordinate voting shares will be included in computing the Resident Holder's income and will be subject to the gross-up and dividend tax credit rules that apply to taxable dividends received from taxable Canadian corporations. Provided that appropriate designations are made by the Company, such dividend will be treated as an "eligible dividend" for the purposes of the Tax Act and a Resident Holder who is an individual will be entitled to an enhanced dividend tax credit in respect of such dividend. There may be limitations on the Company's ability to designate dividends and deemed dividends as eligible dividends.

        Dividends received or deemed to be received on the subordinate voting shares by a Resident Holder that is a corporation will be required to be included in computing the corporation's income for the taxation year in which such dividends are received, but such dividends will generally be deductible in computing the corporation's taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

        A Resident Holder that is a "private corporation" or a "subject corporation" (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received or deemed to be received on the subordinate voting shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income for the taxation year.

        Dividends received by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

Dispositions of Subordinate Voting Shares

        A disposition or deemed disposition of a subordinate voting share by a Resident Holder will generally result in the Resident Holder realizing a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the subordinate voting share, net of any reasonable costs of disposition, are greater (or less) than the Resident Holder's adjusted cost base of the subordinate voting share. Such capital gain (or capital loss) will be subject to the tax treatment described below under "—Taxation of Capital Gains and Capital Losses".

        The adjusted cost base to the Resident Holder of a subordinate voting share acquired pursuant to this offering will, at any particular time, be determined in accordance with certain rules in the Tax Act

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by averaging the cost of such share with the adjusted cost base of all subordinate voting shares owned by the Resident Holder as capital property at that time, if any.

Taxation of Capital Gains and Capital Losses

        Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder in a taxation year must be included in computing the Resident Holder's income for the year, and one-half of any capital loss (an "allowable capital loss") realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

        The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a subordinate voting share may be reduced by the amount of any dividends received or deemed to have been received on such subordinate voting share (or on a share for which such subordinate voting share has been substituted) to the extent and under the circumstances described in the Tax Act. Analogous rules apply to a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders should consult their own tax advisors in this regard.

        Taxable capital gains realized by a Resident Holder who is an individual (including certain trusts) may give rise to liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act. A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax on certain investment income, including taxable capital gains.

Non-Residents of Canada

        The following portion of this summary is generally applicable to a Holder who, at all relevant times for purposes of the Tax Act and any applicable tax treaty or convention (a) is not, and is not deemed to be, resident in Canada, and (b) does not use or hold, and is not deemed to use or hold, subordinate voting shares in the course of carrying on a business in Canada (a "Non-Resident Holder"). Special rules which are not discussed in this summary may apply to a Non-Resident Holder that is an insurer which carries on an insurance business in Canada and elsewhere.

Dividends

        Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder by the Company on subordinate voting shares are subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend unless such rate is reduced by the terms of an applicable tax treaty. For example, under the Treaty, the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is a resident of the United States for purposes of the Treaty and who is fully entitled to the benefits of the Treaty (a "U.S. Holder") is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a corporation that beneficially owns at least 10% of the Company's voting shares). Non-Resident Holders should consult their own tax advisors to determine their entitlement to relief under any applicable income tax treaty.

Dispositions of Subordinate Voting Shares

        A Non-Resident Holder will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a subordinate voting share unless the subordinate voting share constitutes "taxable Canadian property" to the Non-Resident Holder for purposes of the

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Tax Act and the Non-Resident Holder is not entitled to relief under the terms of an applicable tax treaty between Canada and the Non-Resident Holder's jurisdiction of residence.

        Provided the subordinate voting shares are listed on a "designated stock exchange", as defined in the Tax Act (which currently includes the TSX and the NYSE) at the time of disposition, the subordinate voting shares will generally not constitute taxable Canadian property of a Non-Resident Holder at that time unless, at any time during the 60-month period immediately preceding the disposition, the following two conditions are satisfied: (i) (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length for purposes of the Tax Act, (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, or (d) any combination of the persons and partnerships described in (a) through (c), owned 25% or more of the issued shares of any class or series of shares of the Company, and (ii) more than 50% of the fair market value of the subordinate voting shares was derived directly or indirectly from one or any combination of: real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act), and options in respect of, or interests in or for civil law rights in, such properties. Notwithstanding the foregoing, subordinate voting shares may also be deemed to be taxable Canadian property to a Non-Resident Holder under other provisions of the Tax Act.

        Non-Resident Holders who may hold subordinate voting shares as taxable Canadian property should consult their own tax advisors.

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UNDERWRITING (CONFLICTS OF INTEREST)

        We, the selling shareholder and the underwriters named below have entered into an underwriting agreement with respect to the subordinate voting shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of subordinate voting shares indicated in the following table. J.P. Morgan Securities LLC, BMO Nesbitt Burns Inc., Goldman Sachs & Co. LLC, RBC Dominion Securities Inc. and Scotia Capital Inc. are the representatives of the underwriters.

Underwriters	Number of subordinate voting shares
J.P. Morgan Securities LLC
BMO Nesbitt Burns Inc.(1)
Goldman Sachs & Co. LLC
RBC Dominion Securities Inc.(2)
Scotia Capital Inc.(3)
Barclays Capital Canada Inc.(4)
BC Partners Securities LLC(5)
Raymond James Ltd.(6)
Stifel, Nicolaus & Company, Incorporated(7)
TD Securities Inc.(8)
BofA Securities, Inc.(9)
CIBC World Markets Inc.(10)
HSBC Securities (Canada) Inc.
National Bank Financial Inc.
Total		73,170,733

(1)

Any sales by BMO Nesbitt Burns Inc. of the subordinate voting shares in the United States or to U.S. persons will be completed through BMO Capital Markets Corp., its affiliate registered with the SEC as a broker-dealer.

(2)

Any sales by RBC Dominion Securities Inc. of the subordinate voting shares in the United States or to U.S. persons will be completed through RBC Capital Markets, LLC, its affiliate registered with the SEC as a broker-dealer.

(3)

Any sales by Scotia Capital Inc. of the subordinate voting shares in the United States or to U.S. persons will be completed through Scotia Capital (USA) Inc., its affiliate registered with the SEC as a broker-dealer.

(4)

Any sales by Barclays Capital Canada Inc. of the subordinate voting shares in the United States or to U.S. persons will be completed through Barclays Capital Inc., its affiliate registered with the SEC as a broker-dealer.

(5)

BC Partners Securities LLC is not registered as an investment dealer in any Canadian jurisdiction and, accordingly, will only sell the subordinate voting shares into the United States. BC Partners Securities LLC is an affiliate of BC Partners, which is one of our principal shareholders. See "Principal and Selling Shareholders".

(6)

Any sales by Raymond James Ltd. of the subordinate voting shares in the United States or to U.S. persons will be completed through Raymond James & Associates, Inc., its affiliate registered with the SEC as a broker-dealer.

(7)

Any sales by Stifel, Nicolaus & Company, Incorporated of the subordinate voting shares in Canada or to Canadian persons will be completed through Stifel Nicolaus Canada Inc., its Canadian investment dealer affiliate.

(8)

Any sales by TD Securities Inc. of the subordinate voting shares in the United States or to U.S. persons will be completed through TD Securities (USA) LLC, its affiliate registered with the SEC as a broker-dealer.

(9)

Any sales by BofA Securities, Inc. of the subordinate voting shares in Canada or to Canadian persons will be completed through Merrill Lynch Canada Inc., its Canadian investment dealer affiliate.

(10)

Any sales by CIBC World Markets Inc. of the subordinate voting shares in the United States or to U.S. persons will be completed through CIBC World Markets Corp., its affiliate registered with the SEC as a broker-dealer.

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        This offering is being made concurrently in the United States and in each of the provinces and territories of Canada. The subordinate voting shares will be offered in the United States through those underwriters who are registered to offer the subordinate voting shares for the sale in the United States and such other registered dealers as may be designated by the underwriters. The subordinate voting shares will be offered in each of the provinces and territories of Canada through those underwriters or their Canadian affiliates who are registered to offer the subordinate voting shares for sale in such provinces and territories and such other registered dealers as may be designated by the underwriters. Subject to applicable law, the underwriters, or such other registered dealers as may be designated by the underwriters, may offer the subordinate voting shares outside of the United States and Canada.

        The obligations of the underwriters under the underwriting agreement may be terminated at their discretion based on their assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The underwriters, however, are obligated to take and pay for all of the subordinate voting shares being offered, if any are taken, other than the subordinate voting shares covered by the option described below unless and until this option is exercised. The underwriting agreement also provides that if an underwriter defaults, the purchase obligation of non-defaulting underwriters may be increased or the offering may be terminated.

        The underwriters have an option to buy up to an additional 10,975,609 subordinate voting shares from us to cover sales by the underwriters of a greater number of subordinate voting shares than the total number set forth in the table above. They may exercise that option for 30 days. If any subordinate voting shares are purchased pursuant to this option, the underwriters will severally purchase subordinate voting shares in approximately the same proportion as set forth in the table above. If any additional subordinate voting shares are purchased, the underwriters will offer the additional subordinate voting shares on the same terms as those on which the subordinate voting shares are being offered under this prospectus.

        The following tables show the per subordinate voting share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling shareholder. We have agreed to reimburse the underwriters for FINRA-related expenses in an amount up to US$50,000 as set forth in the underwriting agreement. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional subordinate voting shares.

Paid by Us

	No Exercise	Full Exercise
Per subordinate voting share	US$	US$
Total	US$	US$

Paid by Selling Shareholder

	No Exercise	Full Exercise
Per subordinate voting share	US$	US$
Total	US$	US$

        Subordinate voting shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any subordinate voting shares sold by the underwriters to securities dealers may be sold at a discount of up to US$            per subordinate voting share from the initial public offering price. After the underwriters have made a reasonable effort to sell all of the subordinate voting shares offered by this prospectus at the initial public offering price stated on the cover page of this prospectus, the underwriters may decrease the offering price from time

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to time, and the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the subordinate voting shares is less than the gross proceeds paid by the underwriters to us and the selling shareholder. The offering of the subordinate voting shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part, and the right is reserved to close the subscription books at any time without notice.

        We, our executive officers, directors, and certain of our shareholders (including the selling shareholder), have agreed with the underwriters, subject to certain exceptions, not to offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition), any of their subordinate voting shares or multiple voting shares or securities convertible into or exchangeable for subordinate voting shares or multiple voting shares during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of the Releasing Representatives. Consequently, any purchase contracts (and the underlying subordinate voting shares) acquired by our executive officers, directors and certain of our shareholders (including the selling shareholder) during such period would be captured by the lock-up agreements. Our obligations under this agreement do not apply to any existing employee benefit plans or the Units to be sold in the Unit Offering and any subordinate voting shares issued pursuant to the terms of the purchase contracts, which are a component of the Units. Moreover, the Company may issue up to 10% of its total outstanding shares as of the closing date of this offering in connection with future acquisitions, joint ventures or other strategic transactions. In addition, this agreement does not apply to the pledge or hypothecation, or other granting of a security interest in, subordinate voting shares or multiple voting shares by the Margin Loan Borrowers to one or more banks or financial institutions as collateral or security pursuant to the Margin Loans; provided, that such Margin Loans shall not permit the lenders, during such 180-day period, to foreclose or otherwise transfer such lock-up shares or related securities provided as collateral or security absent a waiver of the restriction of the lock-up agreement. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

        Prior to this offering, there has been no public market for the subordinate voting shares. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the subordinate voting shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and our earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

        Our subordinate voting shares have been approved for listing on the NYSE in the United States and conditionally approved for listing on the TSX under the symbol "GFL". Listing will be subject to us fulfilling all the listing requirements of the TSX.

        In connection with this offering, the underwriters may purchase and sell subordinate voting shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of subordinate voting shares than they are required to purchase in this offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A "covered short position" is a short position that is not greater than the amount of additional subordinate voting shares for which the underwriters' option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional subordinate voting shares or purchasing subordinate voting shares in the open market. In determining the source of subordinate voting shares to cover the covered short position, the underwriters will consider, among other things, the price of subordinate voting shares available for purchase in the open market as compared to the price at which they may purchase additional subordinate voting shares pursuant to the option described above. "Naked" short sales are any short

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sales that create a short position greater than the amount of additional subordinate voting shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing subordinate voting shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the subordinate voting shares in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of subordinate voting shares made by the underwriters in the open market prior to the completion of this offering.

        Any naked short position would form part of the underwriters' over-allocation position and a purchaser who acquires subordinate voting shares forming part of the underwriters' over-allocation position acquires such subordinate voting shares under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the underwriters' option to purchase additional subordinate voting shares or secondary market purchases.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discounts and commissions received by it because the representatives have repurchased subordinate voting shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

        In accordance with rules and policy statements of certain Canadian securities regulatory authorities and the Universal Market Integrity Rules for Canadian Marketplaces ("UMIR"), the underwriters may not, at any time during the period of distribution, bid for or purchase subordinate voting shares. The foregoing restriction is, however, subject to exceptions as permitted by such rules and policy statements and UMIR. These exceptions include a bid or purchase permitted under such rules and policy statements and UMIR, relating to market stabilization and market balancing activities and a bid or purchase on behalf of a customer where the order was not solicited.

        Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our subordinate voting shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the subordinate voting shares. As a result, the price of the subordinate voting shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, TSX, in the over-the-counter market or otherwise.

        Certain of the underwriters are not U.S.-registered broker-dealers and, therefore, to the extent that they intend to effect any sales of the securities in the United States, they will do so through one or more U.S. registered broker-dealers, which may be affiliates of such underwriters, in accordance with the applicable U.S. securities laws and regulations.

        The Company and the selling shareholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933 and applicable Canadian securities laws.

Directed Share Program

        At our request, the underwriters have reserved up to 5% of subordinate voting shares to be sold by us and offered by this prospectus for sale, at the initial public offering price, to certain individuals, through a directed share program, including employees, directors and other persons associated with us who have expressed an interest in purchasing subordinate voting shares in the offering. The number of subordinate voting shares available for sale to the general public will be reduced by the number of reserved subordinate voting shares sold to these individuals. Any reserved subordinate voting shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other subordinate voting shares offered under this prospectus.

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Conflicts of Interest

        Our affiliate, BC Partners Securities LLC, will be one of the underwriters in this offering and the Unit Offering. Because BC Partners Securities LLC is an affiliate of ours and is an underwriter for this offering and the Unit Offering, it would be deemed to have a "conflict of interest" with us pursuant to FINRA Rule 5121(f)(5) with respect to this offering and the Unit Offering. Therefore, this offering and the Unit Offering will be conducted in compliance with the applicable requirements of FINRA Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering and the Unit Offering as the member that will be primarily responsible for managing the public offering will not have a conflict of interest, will not be an affiliate of any member that has a conflict of interest and will meet the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. BC Partners Securities LLC will not confirm initial sales to any discretionary accounts over which it has authority without the prior specific written approval of the customer.

Other Relationships Between Us and Certain Underwriters

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

        In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

        Affiliates of J.P. Morgan Securities Canada Inc., BMO Nesbitt Burns Inc., Goldman Sachs Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Barclays Capital Canada Inc., Raymond James Ltd., TD Securities Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc. and National Bank Financial Inc. are our lenders under either or both of our Term Facility and Revolving Credit Facility or are counter-party to one or more hedging arrangements with us. In addition, affiliates of Scotia Capital Inc. hold approximately US$6.2 million aggregate principal amount of the 2023 Notes and 2027 Notes. Consequently, we may be considered a "connected issuer" of each of J.P. Morgan Securities Canada Inc., BMO Nesbitt Burns Inc., Goldman Sachs Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Barclays Capital Canada Inc., Raymond James Ltd., TD Securities Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc. and National Bank Financial Inc. under applicable Canadian securities laws in connection with the offering. As of the date of this prospectus, the outstanding amounts under the Term Facility and the Revolving Credit Facility are set out in the "Description of Material Indebtedness" section of this prospectus. We are currently in compliance with the terms of our Term Facility, Revolving Credit Facility and hedging arrangements and no breach thereof has been waived by any of the lenders thereunder. We intend to use the net proceeds received by us from this offering and the Unit Offering to redeem the entire outstanding aggregate principal amount of the 2022 Notes and the 2023 Notes and a portion of the aggregate

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principal amount of the 2026 Notes and 2027 Notes together with related fees, premiums and accrued and unpaid interest thereon. See "Use of Proceeds".

        Affiliates of each of BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. are expected to commit to provide, immediately prior to the completion of the offering, the Margin Loans in an aggregate principal amount totaling the sum of approximately $617.6 million and the CAD equivalent of approximately US$352.9 million as of the funding date to the Margin Loan Borrowers. The proceeds of each Margin Loan will be used to acquire additional shares of Holdings or to make a loan to Holdings, in each case as described under "Description of Share Capital—Pre-Closing Capital Changes," such that Holdings may use the proceeds to redeem the PIK Notes in full. Each Margin Loan will be secured under a security and pledge agreement by a pledge of all of the shares held by the relevant Margin Loan Borrower, including those acquired with the proceeds from the Margin Loans (other than those sold by the selling shareholder in this offering), representing, in aggregate, 224,151,917 subordinate voting shares and 11,892,576 multiple voting shares (72.6% of the number of subordinate voting shares expected to be issued and outstanding upon completion of the offering) and all of the issued and outstanding multiple voting shares. Each Margin Loan will have a scheduled maturity of                        , 2023. The lenders are expected to receive customary fees and expense reimbursements in connection with the Margin Loans. Notwithstanding the pledge of all of the multiple voting shares beneficially owned by the Dovigi Group pursuant to the pledge agreement, the Dovigi Group will retain all economic and voting rights in respect of the multiple voting shares. An enforcement of their security interest in the multiple voting shares by a Margin Loan lender will result in the automatic conversion of the multiple voting shares subject to such enforcement into subordinate voting shares. See "Description of Share Capital".

        If the Margin Loans are executed, in the case of nonpayment at maturity or another event of default (including but not limited to the Margin Loan Borrowers' inability to satisfy a margin call, which must be instituted by the lenders following certain declines in our share price), the lenders may, in addition to other remedies, exercise their rights under the Margin Loans to foreclose on and sell or cause the sale of the subordinate voting shares and multiple voting shares pledged by the Margin Loan Borrowers under the Margin Loans.

        The financial terms of the Margin Loan agreements described above are being negotiated on an arm's-length basis by the Margin Loan Borrowers and the lenders under the Margin Loans. We will not be party to the Margin Loan agreements or the related security and pledge agreements, but we expect to deliver letter agreements to each of the lenders in which we will, among other things, agree not to take any actions that are intended to hinder or delay the exercise of any remedies by the lenders under the terms of the Margin Loan agreements.

        The lock-up agreement between the underwriters and the Margin Loan Borrowers will include an exception to allow for the pledge of subordinate voting shares (including subordinate voting shares issuable upon the conversion of the multiple voting shares) by the Margin Loan Borrowers to the lenders under the Margin Loan agreements; provided that the lenders have agreed not to foreclose on or cause the sale of the pledged shares during the 180 days following the date of the final prospectus relating to this offering absent a waiver of the restriction in the lock-up agreement.

        FINRA deems the subordinate voting shares acquired by BC Partners with the proceeds from its Margin Loan to be underwriter compensation.

        The determination of the terms and conditions of the offering were made through negotiations among us, the selling shareholder and the representatives without the involvement of the lenders or counter-parties, although the lenders and counter-parties have been advised of the offering. The representatives will derive no direct benefit from the offering other than their respective share of the fees disclosed in this prospectus.

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Selling Restrictions

        Other than in the United States and each of the Canadian provinces and territories, no action has been taken by us, the selling shareholder or the underwriters that would permit a public offering of the subordinate voting shares offered by this prospectus in any jurisdiction where action for that purpose is required. The subordinate voting shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such subordinate voting shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any subordinate voting shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area and the United Kingdom

        In relation to each Member State of the European Economic Area and the United Kingdom (each a "Relevant State"), no subordinate voting shares have been offered or will be offered pursuant to the initial public offering in that Relevant State prior to the publication of a prospectus in relation to the subordinate voting shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of subordinate voting shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

•

to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

•

to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

•

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of subordinate voting shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any subordinate voting shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any subordinate voting shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the subordinate voting shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any subordinate voting shares to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.

        For the purposes of this provision, the expression an "offer to the public" in relation to subordinate voting shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any subordinate voting shares to be offered so as to enable an investor to decide to purchase or subscribe for any subordinate voting shares, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

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United Kingdom

        In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons") or otherwise in circumstances which have not resulted and will not result in an offer to the public of the subordinate voting shares in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

        Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Switzerland

        The subordinate voting shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the subordinate voting shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, us, the subordinate voting shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of subordinate voting shares will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of subordinate voting shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of subordinate voting shares.

Australia

        This prospectus:

•

does not constitute a disclosure document under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act");

•

has not been, and will not be, lodged with the Australian Securities and Investments Commission ("ASIC"), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act; and

•

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

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        The subordinate voting shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the subordinate voting shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any subordinate voting shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the subordinate voting shares, you represent and warrant to us and the selling shareholder that you are an Exempt Investor.

        As any offer of subordinate voting shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the subordinate voting shares you undertake to us that you will not, for a period of 12 months from the date of issue of the subordinate voting shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Hong Kong

        The subordinate voting shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the subordinate voting shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to subordinate voting shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

        This prospectus has not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Japan

        The subordinate voting shares have not been and will not be registered under the Financial Instruments and Exchange Act. Accordingly, the subordinate voting shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale,

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or invitation for subscription or purchase, of subordinate voting shares may not be circulated or distributed, nor may the subordinate voting shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the subordinate voting shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or,

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor;

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the subordinate voting shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

•

where no consideration is or will be given for the transfer;

•

where the transfer is by operation of law;

•

as specified in Section 276(7) of the SFA; or,

•

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

        Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the subordinate voting shares are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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LEGAL MATTERS

        The matters referred to under "Material Canadian Federal Income Tax Considerations", as well as certain other legal matters relating to the issue and sale of the subordinate voting shares, will be passed upon on our behalf by Stikeman Elliott LLP and on behalf of the underwriters by Davies Ward Phillips & Vineberg LLP. Certain legal matters will be passed upon for us by Simpson Thacher & Bartlett LLP. Certain legal matters will be passed upon for the underwriters by Davis Polk & Wardwell LLP. As at the date of this prospectus, the partners and associates of each of Stikeman Elliott LLP and Davies Ward Phillips & Vineberg LLP beneficially own, directly and indirectly, less than 1% of our outstanding securities or other property, or our affiliates.

EXPERTS

        The consolidated financial statements of GFL Environmental Holdings Inc. (new) ("Successor") as of December 31, 2019 and 2018, and for the year ended December 31, 2019, and the period from June 1, 2018 to December 31, 2018 (Successor), and of GFL Environmental Holdings Inc. (old) ("Predecessor") for the period from January 1, 2018 to May 31, 2018 and year ended December 31, 2017 (Predecessor) each of which are included in this Prospectus, have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

        Deloitte LLP is required under Canadian National Instrument 41-101F1 to assert that it is independent, therefore Deloitte LLP is independent with respect to the Company within the meaning of the Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States) ("PCAOB") and within the meaning of the rules of professional conduct of the Chartered Professional Accountants of Ontario. The offices of Deloitte LLP, Chartered Professional Accountants, are located at 8 Adelaide Street West, Suite 200, Toronto, Ontario, Canada M5H 0A9.

        The consolidated financial statements of Wrangler Super Holdco Corp. and its subsidiaries as of November 13, 2018 and December 31, 2017 and for the period from January 1, 2018 to November 13, 2018 and the period from September 28, 2017 to December 31, 2017 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The offices of PricewaterhouseCoopers LLP, independent accountants, are located at 4208 Six Forks Road, Captrust Tower, Suite 1200, Raleigh, North Carolina.

        The consolidated statements of operations, of shareholder's equity (deficit) and noncontrolling interests and of cash flows of Marlin Intermediate HoldCo Inc. and its subsidiaries for the period from January 1, 2017 to September 27, 2017 and the year ended December 31, 2016 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, as independent accountants, given on the authority of said firm as experts in auditing and accounting.

Other Considerations

        Deloitte LLP has complied with the independence standards of the Chartered Professional Accountants of Ontario since the year ended December 31, 2016. Prior to the engagement of Deloitte LLP as the Company's independent registered public accounting firm under the standards of the PCAOB, Deloitte LLP had provided the following non-audit services to GFL Environmental Inc.,

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all of which were considered permissible under Canadian independence standards but were not consistent with auditor independence rules of the SEC and the PCAOB:

(i)

Assistance to GFL Environmental Inc. in Fiscal 2017 which extended into Fiscal 2018 and consisted of extracting and compiling loss information and preparing documentation in support of an insurance claim in which certain elements of the service delivered involved performing management functions. The information was not used by GFL Environmental Inc. as support for any amounts recorded in the financial statements. Accordingly, Deloitte LLP's audit team did not use nor rely on the output from these services in connection with Deloitte LLP's audit.



(ii)

Accounting assistance in Fiscal 2018 in relation to basic fair value calculations based on inputs and assumptions provided by GFL Environmental Inc., which constituted bookkeeping and valuation services.



(iii)

Assistance with the calculations in Fiscal 2018 and in the fiscal period beginning January 1, 2019 related to the impact of a new lease accounting standard which will be effective for Fiscal 2019, which constituted bookkeeping services.

        With respect to the services above, GFL Environmental Inc. designated individuals who possessed the suitable skill, knowledge and experience to be responsible for the services provided by Deloitte LLP, and none of the individuals who provided these services were members of Deloitte LLP's audit team. Further, the Company has engaged new service providers to re-perform the services provided in connection with accounting assistance and the adoption of the new accounting standard.

        After careful consideration of the facts and circumstances and the applicable independence rules, Deloitte LLP has concluded that (i) the aforementioned matters do not impair Deloitte LLP's ability to exercise objective and impartial judgement in connection with its audits of the consolidated financial statements of Successor and Predecessor and (ii) a reasonable investor with knowledge of all relevant facts and circumstances would conclude that Deloitte LLP has been and is capable of exercising objective and impartial judgement on all issues encompassed within its audits of the consolidated financial statements of Successor and Predecessor. After considering these matters, the Company's management and Audit Committee concur with Deloitte LLP's conclusions.

ENFORCEMENT OF CIVIL LIABILITIES

        We exist under the laws of Ontario. Certain of our directors and officers, and some of the experts named in this prospectus reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States to realize in the United States upon judgements of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. U.S. investors may not be able to enforce against us, members of our board of directors, officers or certain experts named herein who are residents of Canada or other countries outside the United States, any judgements in civil and commercial matters, including judgements under the federal securities laws.

        We have appointed Corporation Creations Network Inc. ("CCN") as our agent upon whom process may be served in connection with any proceeding in the United States. CCN's offices are located at 3411 Silverside Road, Tatnall Building, Suite 104, Wilmington, DE 19810.

        The Company has also applied for exemptive relief (to be evidenced by the receipt for the final base PREP prospectus filed with the Canadian securities regulatory authorities) from sections 3.2

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and 3.3 of National Instrument 52-107—Acceptable Accounting Principles and Auditing Standards ("NI 52-107") that permits us to prepare and present certain financial statements included in this prospectus in accordance with U.S. generally accepted accounting standards and auditing standards of the Public Company Accounting Oversight Board (United States of America), as amended from time to time, provided that the Company becomes an SEC issuer (as defined in NI 52-107) within a specified period of time.

EXPENSES RELATED TO THIS OFFERING AND THE UNIT OFFERING

        The following table sets forth the expenses, other than underwriting discounts and commissions expected to be incurred in connection with the issuance and distribution of the subordinate voting shares being registered in this offering and the Units being registered in the Unit Offering. All amounts listed below are estimates except the SEC registration fee, Canadian securities regulatory filing fees, NYSE listing, TSX listing fee and FINRA filing fee.

Item	Amount to be paid(1)
SEC registration fee	US$	333,855
Canadian securities regulatory filings(2)	US$	241,420
FINRA filing fee	US$	225,500
NYSE listing fee	US$	351,350
TSX listing fee(2)	US$	180,700
Blue sky fees and expenses	US$	10,000
Printing and engraving expenses	US$	2,000,000
Legal fees and expenses	US$	8,000,000
Accounting fees and expenses	US$	3,000,000
Register and Transfer Agent fees and expenses	US$	3,808
Trustee fees and expenses(2)	US$	21,000
Miscellaneous expenses	US$	132,367
Total	US$	14,500,000

(1)

We previously paid US$3.25 million of these expenses.

(2)

Exchange rate calculated on the Bank of Canada daily exchange rate on February 21, 2020.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the subordinate voting shares offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the subordinate voting shares offered hereby, please refer to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC maintains a website at www.sec.gov, from which you can electronically access the registration statements and its exhibits.

        Upon completion of this offering, we will be subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. Although we are not required to prepare and issue quarterly reports as a foreign private issuer, we currently intend to file quarterly reports on Form 6-K with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and Section 16 short-swing profit reporting for our officer, directors and holders of more than 10% of our voting shares.

        We will also be subject to the full informational requirements of the securities commissions in all provinces and territories of Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings, that we intend to file with the Canadian provincial and territorial securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) (http://www.sedar.com), the Canadian equivalent of the SEC's Electronic Document Gathering and Retrieval System. Documents filed on SEDAR are not, and should not be considered, part of this prospectus.

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INDEX TO FINANCIAL STATEMENTS

	Page
Audited consolidated financial statements of GFL Environmental Holdings Inc. for the years ended December 31, 2019, 2018, 2017
Report of independent registered public accounting firm		F-2
Consolidated statements of operations and comprehensive loss		F-3
Consolidated statements of financial position		F-4
Consolidated statements of changes in shareholders' equity		F-5
Consolidated statements of cash flows		F-6
Notes to the consolidated financial statements		F-7
Audited consolidated financial statements of Waste Industries as of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period from January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and the Year Ended December 31, 2016 (Predecessor)
Reports of independent auditors		F-60
Consolidated balance sheets		F-64
Consolidated statements of operations		F-65
Consolidated statements of shareholder's equity (deficit) and noncontrolling interests		F-66
Consolidated statements of cash flows		F-67
Notes to consolidated financial statements		F-69
Management's Discussion and Analysis of Financial Condition and Results of Operations of Waste Industries		F-110

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        To the shareholders and the Board of Directors of GFL Environmental Holdings Inc.

Opinion on the Financial Statements

        We have audited the accompanying consolidated statements of financial position of GFL Environmental Holdings Inc. (new) and subsidiaries ("Successor") as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive loss, changes in shareholders' equity and cash flows for the year ended December 31, 2019 and the period from June 1, 2018 to December 31, 2018 (Successor), and the related notes, and we have also audited the related consolidated statements of operations and comprehensive loss, changes in shareholders' equity and cash flows of GFL Environmental Holdings Inc. (old) and subsidiaries ("Predecessor") for the period from January 1, 2018 to May 31, 2018 and the year ended December 31, 2017 (Predecessor), and the related notes (collectively referred to as the "financial statements", Successor and Predecessor collectively referred to as the "Company"). In our opinion, the financial statements present fairly, in all material respects, the financial position of GFL Environmental Holdings Inc. (new) and subsidiaries as of December 31, 2019 and 2018 (Successor), and its financial performance and its cash flows for the year ended December 31, 2019 and for the period from June 1, 2018 to December 31, 2018 (Successor) and the financial performance and cash flows of GFL Environmental Holdings Inc. (old) and subsidiaries for the period from January 1, 2018 to May 31, 2018 and the year ended December 31, 2017 (Predecessor), in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

        These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

        We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

        Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 17, 2020

We have served as the Company's auditor since 2009.

F-2

GFL Environmental Holdings Inc.

Consolidated statements of operations and comprehensive loss

Year ended December 31, 2019, periods ended December 31, 2018 and May 31, 2018, and year ended December 31, 2017

(In thousands of Canadian dollars except per share amounts)

		Successor						Predecessor
	Notes	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $			May 31, 2018 (151 days) $			December 31, 2017 (365 days) $
Revenue	14		3,346,851			1,224,797			627,794			1,333,067
Expenses
Cost of sales			3,073,100			1,152,326			551,165			1,145,066
Selling, general and administrative expenses			396,503			217,696			126,467			157,090
Interest and other finance costs			532,220			242,205			127,436			212,683
Deferred purchase consideration	5		2,000			1,000			1,000			2,000
Loss (gain) on sale of property, plant and equipment			1,188			4,714			(82	)		2,802
(Gain) loss on foreign exchange			(48,939	)		39,592			16,564			(27,214	)
Other income	21		—			(75	)		(3,165	)		(19,403	)
	22		3,956,072			1,657,458			819,385			1,473,024
Loss before income taxes			(609,221	)		(432,661	)		(191,591	)		(139,957	)
Current income tax expense			3,073			1,268			1,806			590
Deferred tax recovery			(160,641	)		(115,266	)		(28,724	)		(39,565	)
Income tax recovery	12		(157,568	)		(113,998	)		(26,918	)		(38,975	)
Net loss			(451,653	)		(318,663	)		(164,673	)		(100,982	)
Items that may be subsequently reclassified to net loss
Currency translation adjustment			(102,847	)		72,478			13,158			(18,937	)
Fair value movements on cash flow hedges, net of tax	19		61,166			(33,523	)		3,821			12,001
Other comprehensive (loss) income			(41,681	)		38,955			16,979			(6,936	)
Total comprehensive loss			(493,334	)		(279,708	)		(147,694	)		(107,918	)
Loss per share
Basic	13		(0.12	)		(0.12	)		(0.29	)		(0.18	)
Diluted	13		(0.12	)		(0.12	)		(0.29	)		(0.18	)

The accompanying notes are an integral part of the consolidated financial statements.

F-3

GFL Environmental Holdings Inc.

Consolidated statements of financial position

As at December 31, 2019 and December 31, 2018

(In thousands of Canadian dollars except per share amounts)

	Notes		December 31, 2019 $			December 31, 2018 $
Assets
Current assets
Cash				574,797			7,445
Trade and other receivables, net of allowance		4		713,356			574,729
Prepaid expenses and other assets		5		132,112			98,974
				1,420,265			681,148
Non-current assets
Property, plant, and equipment, net		6		2,850,062			2,436,346
Intangible assets, net		7		2,848,024			2,940,298
Other long-term assets				31,672			33,336
Due from related party		20		—			1,200
Goodwill		8		5,173,780			4,979,301
				12,323,803			11,071,629
Liabilities
Current liabilities
Accounts payable and accrued liabilities				732,041			606,237
Income taxes payable				2,885			3,855
Current portion of long term debt		10		64,385			53,660
Current portion of lease obligations		11		33,150			—
Current portion of due to related party		20		7,000			7,000
Current portion of landfill closure and post-closure obligations		9		25,624			10,621
				865,085			681,373
Non-current liabilities
Long-term debt		10		7,560,660			6,235,004
Lease obligations		11		158,872			—
Other long-term liabilities				12,496			26,802
Due to related party		20		14,000			24,500
Deferred income tax liabilities		12		733,787			759,139
Landfill closure and post-closure obligations		9		210,970			152,201
				9,555,870			7,879,019
Commitments and contingencies		21
Shareholders' equity
Share capital		17		3,524,532			3,470,358
Contributed surplus		17		16,443			1,960
Deficit				(770,316	)		(318,663	)
Accumulated other comprehensive (loss) income				(2,726	)		38,955
				2,767,933			3,192,610
				12,323,803			11,071,629

Approved by the Board
                                                             , Director
                                                             , Director

The accompanying notes are an integral part of the consolidated financial statements.

F-4

GFL Environmental Holdings Inc.

Consolidated statements of changes in shareholders' equity

Year ended December 31, 2019, periods ended December 31, 2018 and May 31, 2018, and year ended December 31, 2017

(In thousands of Canadian dollars except per share amounts)

										Accumulated other comprehensive (loss) income
	Notes	Share capital $			Contributed surplus $		Deficit $			Cash flow hedges, net of tax $			Currency translation $			Total $			Total shareholders' equity $
Predecessor
Balance at December 31, 2016			869,536			15,967		(280,690	)		(2,992	)		(6	)		(2,998	)		601,815
Net loss and comprehensive loss			—			—		(100,982	)		12,001			(18,937	)		(6,936	)		(107,918	)
Share capital issued			10,000			—		—			—			—			—			10,000
Share-based payments	16		—			5,094		—			—			—			—			5,094
Balance at December 31, 2017			879,536			21,061		(381,672	)		9,009			(18,943	)		(9,934	)		508,991
Net loss and comprehensive loss			—			—		(164,673	)		3,821			13,158			16,979			(147,694	)
Share capital redeemed			(25,183	)		—		—			—			—			—			(25,183	)
Share capital issued			8,285			—		—			—			—			—			8,285
Contribution of capital			—			384,240		—			—			—			—			384,240
Share-based payments	16		—			18,772		—			—			—			—			18,772
Balance at May 31, 2018			862,638			424,073		(546,345	)		12,830			(5,785	)		7,045			747,411
Successor
Balance at June 1, 2018			—			—		—			—			—			—			—
Net loss and comprehensive loss			—			—		(318,663	)		(33,523	)		72,478			38,955			(279,708	)
Issued upon acquisition of subsidiary	3 and 17		261,206			—		—			—			—			—			261,206
Issued upon loan to related party	17		1,200			—		—			—			—			—			1,200
Share capital issued	17		3,207,952			—		—			—			—			—			3,207,952
Share-based payments	16		—			1,960		—			—			—			—			1,960
Balance at December 31, 2018			3,470,358			1,960		(318,663	)		(33,523	)		72,478			38,955			3,192,610
Net loss and comprehensive loss			—			—		(451,653	)		61,166			(102,847	)		(41,681	)		(493,334	)
Reduction of stated capital	17 and 20		(1,203	)		—		—			—			—			—			(1,203	)
Return of capital			(5,761	)																(5,761	)
Share capital issued	17		61,138			—		—			—			—			—			61,138
Share-based payments	16		—			14,483		—			—			—			—			14,483
Balance at December 31, 2019			3,524,532			16,443		(770,316	)		27,643			(30,369	)		(2,726	)		2,767,933

The accompanying notes are an integral part of the consolidated financial statements.

F-5

GFL Environmental Holdings Inc.

Consolidated statements of cash flows

Year ended December 31, 2019, periods ended December 31, 2018 and May 31, 2018, and year ended December 31, 2017

(In thousands of Canadian dollars except per share amounts)

		Successor						Predecessor
		December 31, 2019 (365 days) $			December 31, 2018 (214 days) $			May 31, 2018 (151 days) $			December 31, 2017 (365 days) $
	Notes
Operating activities
Net loss			(451,653	)		(318,663	)		(164,673	)		(100,982	)
Adjustments for non-cash items
Depreciation and amortization of property, plant and equipment	6		465,338			178,215			66,304			154,717
Amortization of intangible assets	7		334,124			127,546			40,861			84,356
Interest and other finance costs			532,220			242,205			127,436			212,683
Share based payments	16		14,483			1,960			18,772			5,094
(Gain) loss on unrealized foreign exchange on long-term debt			(50,133	)		36,585			6,011			(27,503	)
Loss (gain) on sale of property, plant and equipment			1,188			4,714			(82	)		2,802
Mark-to-market loss on fuel hedge			1,045			2,766			—			—
Current income tax expense			3,073			1,268			1,806			590
Deferred tax recovery			(160,641	)		(115,266	)		(28,724	)		(39,565	)
Interest paid in cash, net			(343,726	)		(91,365	)		(119,937	)		(131,812	)
Income taxes received (paid) in cash, net			(4,179	)		636			(333	)		(1,201	)
Changes in non-cash working capital items	18		(74,864	)		(30,272	)		44,339			(30,158	)
Landfill closure and post-closure expenditures	9		(15,275	)		(10,892	)		(1,833	)		(2,654	)
			251,000			29,437			(10,053	)		126,367
Investing activities
Proceeds on sale of property, plant and equipment			20,806			2,000			600			8,417
Purchase of property, plant and equipment and intangible assets			(457,790	)		(160,277	)		(52,259	)		(203,141	)
Business acquisitions, net of cash acquired	3		(729,890	)		(3,953,228	)		(332,122	)		(240,106	)
Business acquisition of Predecessor	3		—			(2,695,093	)		—			—
Cash released from escrow for acquisitions			—			—			12,544			3,859
			(1,166,874	)		(6,806,598	)		(371,237	)		(430,971	)
Financing activities
Repayment of lease obligations			(57,867	)		—			—			—
Cheques issued in excess of cash on hand			—			—			(3,904	)		3,904
Payment of financing costs			(20,691	)		(63,669	)		(42,416	)		(15,099	)
Issuance of share capital, net of issuance costs			—			3,207,952			—			—
Capital contribution			—			—			384,240			—
Return of capital			(5,761	)		—			(5,124	)		—
Issuance of promissory note to related party			—			35,000			67,947			—
Repayment of promissory note to related party			(10,500	)		(3,500	)		—			—
Issuance of long-term debt			3,143,804			3,559,431			2,205,424			890,344
Repayment of long-term debt			(1,569,944	)		(72,154	)		(2,117,435	)		(587,966	)
			1,479,041			6,663,060			488,732			291,183
Increase (decrease) in cash			563,167			(114,101	)		107,442			(13,421	)
Changes due to foreign exchange revaluation of cash			4,185			27,030			(12,936	)		(1,073	)
Cash, beginning of period			7,445			94,516			10			14,504
Cash, end of period			574,797			7,445			94,516			10
Supplementary information
Business acquisitions financed through issuance of share capital			—			261,206			—			10,000
Asset additions financed through leases			26,658			45,509			—			1,596

The accompanying notes are an integral part of the consolidated financial statements.

F-6

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

1. Description of the business

        GFL Environmental Holdings Inc. (old) (the "Predecessor") was incorporated on October 30, 2014 under the laws of the Province of Ontario. The Predecessor consisted of GFL Environmental Holdings Inc., its wholly owned subsidiaries Green Investments Two Inc., 10529273 Canada Inc. and GFL Environmental Inc. ("GFL"), all of which the Predecessor controlled.

        GFL Environmental Holdings Inc. (new) (the "Successor" or the "Company") was formed on May 31, 2018 on the amalgamation of the Predecessor with Hulk Acquisitions Corp. (which was incorporated on April 18, 2018) under the laws of the Province of Ontario and is an investment holding company. Prior to its amalgamation with GFL Environmental Holdings Inc., Hulk Acquisitions Corp. did not have any assets or operations. On May 31, 2018, the Company acquired control of the Predecessor (Note 3). The Company's registered office is Suite 500, 100 New Park Place, Vaughan, ON, L4K 0H9. The Company is in the business of providing non-hazardous solid waste management, infrastructure and soil remediation and liquid waste management services. These services are provided through wholly owned subsidiaries of GFL and a network of facilities across Canada and the United States.

        The consolidated financial statements as at December 31, 2019, and December 31, 2018 and for the year ended December 31, 2019 and period from June 1, 2018 to December 31, 2018, represent the consolidated financial information of the Successor. Prior to, and including, May 31, 2018, the consolidated financial statements include the accounts of the Predecessor. Due to the change in the basis of accounting resulting from the application of the acquisition method of accounting, the Predecessor's consolidated financial statements and the Successor's consolidated financial statements are not comparable.

        References to the Company include GFL and its subsidiaries.

2. Significant accounting policies

(a)   Basis of presentation

        These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and include the accounts of the Company.

        The financial statements were prepared on the historical cost basis except for certain financial instruments that are measured at fair value at the end of the reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. These financial statements are presented in Canadian dollars, the Company's functional and presentation currency.

        The consolidated financial statements were approved and authorized for issuance by the Board of Directors on February 17, 2020.

F-7

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

(b)   Basis of consolidation

        Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an entity, exposure or rights to variable returns from the Company's involvement with the entity, and the ability to use its power over the entity to affect the amount of the Company's returns. The financial accounts and results of subsidiaries are included in the consolidated financial statements of the Company from the date that control commences until the date that control ceases.

        When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company's accounting policies. All intercompany assets and liabilities, equity, income, expenses and cash flows relating to transactions between the Company and its subsidiaries are eliminated in full on consolidation.

(c)   Property, plant and equipment

        Property, plant and equipment are stated at cost, less accumulated depreciation and impairment. Assets are depreciated to residual values over their estimated useful lives, with depreciation commencing when an asset is ready for use. Significant parts of property, plant and equipment that have different depreciable lives are depreciated separately. Judgment is used in determining the appropriate level of componentization.

        Depreciation and amortization is computed on a straight-line basis, unless otherwise stated, using the following useful lives:

Type of property, plant and equipment	Depreciation term
Landfills	units of production
Buildings	10 - 30 years
Transportation equipment	10 - 20 years
Furniture, machinery and equipment	3 - 20 years
Leasehold improvements	Term of lease
Computer software and equipment	3 - 5 years
Containers	5 - 10 years
Right-of-use asset	Shorter of lease term or life of underlying asset(s)

        The costs of repair and maintenance activities are recognized in the consolidated statement of operations as incurred. Distinguishing major inspections and overhaul from repairs and maintenance in determining which costs are capitalized is a matter of management judgement.

        An item of property, plant and equipment is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on de-recognition of the asset (calculated as the difference between net disposal proceeds and the carrying amount of the asset) is included as a gain or loss in the consolidated statement of operations in the period the asset is de-recognized.

F-8

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

        Property, plant and equipment are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If the possibility of impairment is indicated, the Company will estimate the recoverable amount of the asset and record any impairment loss in the consolidated statement of operations.

        Assets under development are not depreciated until they are available for use.

Landfill assets

        Landfill assets represent the cost of landfill airspace, including original acquisition cost and landfill construction and development costs, incurred during the operating life of the site. Landfill assets also include capitalized landfill closure and post-closure costs, net of accumulated amortization, and the cost of either new or landfill expansion permits.

        The original cost of landfill assets, together with incurred and projected landfill construction and development costs, is amortized on a per unit basis as landfill airspace is consumed.

        Landfill assets are amortized over their total available disposal capacity representing the sum of estimated permitted airspace capacity (having received the final permit from the governing authorities) plus future permitted airspace capacity, representing an estimate of airspace capacity that management believes is probable of being permitted based on the following criteria:

•

Personnel are actively working to obtain the permit or permit modifications necessary for expansion of an existing landfill, and progress is being made on the project;

•

It is probable that the required approvals will be received within the normal application and processing periods for approvals in the jurisdiction in which the landfill is located;

•

The Company has a legal right to use or obtain land associated with the expansion plan;

•

There are no significant known political, technical, legal or business restrictions or issues that could impair the success of the expansion effort;

•

Management is committed to pursuing the expansion; and

•

Additional airspace capacity and related costs have been estimated based on the conceptual design of the proposed expansion.

        The Company has been successful in receiving approvals for expansions pursued; however, there can be no assurance that the Company will be successful in obtaining approvals for landfill expansions in the future.

(d)   Landfill closure and post-closure obligations

        The Company recognizes the estimated liability for an asset retirement obligation that results from acquisition, construction, development or normal operations in the year in which it is incurred. Costs associated with capping, closing and monitoring a landfill or portions thereof after it ceases to accept waste, are initially measured at the discounted future value of the estimated cash flows over the

F-9

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

landfill's operating life, representing the period over which the site receives waste. This value is capitalized as part of the cost of the related asset and amortized over the asset's useful life.

        Estimates are reviewed at least once annually and consider, amongst other things, regulations that govern each site. The Company estimates the fair value of landfill closure and post-closure costs using present value techniques that consider and incorporate assumptions and considerations marketplace participants would use in the determination of those estimates, including inflation, markups, inherent uncertainties due to the timing of work performed, information obtained from third parties, quoted and actual prices paid for similar work and engineering estimates. Inflation assumptions are based on management's evaluation of current and future economic conditions and the expected timing of these expenditures. Fair value estimates are discounted applying the risk free rate, which is a rate that is essentially free of default risk. In determining the risk free rate, consideration is given to both current and future economic conditions and the expected timing of expenditures.

(e)   Intangible assets

        Intangible assets are stated at cost, less accumulated amortization and impairment, and consist of customer lists, municipal and other commercial contracts, non-compete agreements, and trade name, licenses and permits. The Certificate of Approval ("C of A") licenses provide the Company with certain waste management rights in the province or state of issue and are considered to have an indefinite life and therefore are not subject to amortization, unless they relate to a leased facility in which case they are amortized over the lease term. Amortization is based on the estimated useful life using the following methods and rates:

Type of intangible asset		Amortization term
Trade name, licenses and permits		Indefinite
Customer lists	Straight-line	10 years
Non-compete agreements and municipal contracts	Straight-line	1 - 10 years

        Intangible assets with indefinite useful lives are tested at least annually, at the cash-generating unit level for impairment. The assessment of indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. Intangible assets with finite lives are amortized over the useful economic life on a straight line basis and assessed for impairment whenever there is an indication that the intangible asset may be impaired. Amortization expense is included as part of cost of sales.

(f)    Goodwill

        Goodwill arising on an acquisition of a business represents the excess of the purchase price over the fair value of the net identifiable assets of the acquired business. Goodwill is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

        For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to cash-generating units ("CGU"), or groups of CGUs, based on the lowest

F-10

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

level within the entity in which the goodwill is monitored for internal management purposes. The allocation is made to those CGUs that are expected to benefit from the business combination in which the goodwill arose. The Company tests its goodwill for impairment at the operating segment level. Any potential impairment of goodwill is identified by comparing the recoverable amount of a group of CGUs to its carrying value. Goodwill is reduced by the amount of deficiency, if any. If the deficiency exceeds the carrying amount of goodwill, the carrying values of the remaining assets in the CGUs are reduced by the excess on a pro-rata basis. The Company tests goodwill for impairment annually on December 31.

        The recoverable amount of a CGU is the higher of the estimated fair value less costs of disposal or value-in-use of the CGU. In assessing value-in-use, the estimated future cash flows are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

(g)   Deferred financing costs

        Deferred financing costs in respect of the Company's long-term debt are presented as a reduction of long term debt, and are recognized using the effective interest method over the term of the related financing agreement.

(h)   Foreign currency translation

Functional and presentation currency

        Items included in the consolidated financial statements of the Company's subsidiaries are measured using the currency of the primary economic environment in which each entity operates (the functional currency). Foreign currency transactions are translated into Canadian dollars using the exchange rates prevailing at the date of the transactions or valuation when items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the changes at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of operations.

Foreign operations

        The Company's foreign operations are conducted through its subsidiaries located in the United States of America ("US subsidiaries"), whose functional currency is the United States dollar.

        The assets and liabilities of these US subsidiaries are translated into the presentation currency of the Company using the exchange rate at the reporting date. Revenues and expenses are translated at the average exchange rate for the period. The resulting foreign exchange translation differences are recorded as a currency translation adjustment in other comprehensive income or loss.

(i)    Share based payments

        Stock options issued by the Company as remuneration of its key employees, officers, and directors are settled in non-voting shares and are accounted for as equity-settled awards.

F-11

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

        The fair value of options granted is measured using either the Black-Scholes option pricing model or the Monte Carlo simulation methods, which rely on estimates of the expected risk-free interest rate, expected dividend payments, expected share price volatility, value of the Company's shares and the expected average life of the options. The Company believes these models adequately capture the substantive features of the option awards and are appropriate to calculate their fair values.

        The fair value of the options determined at grant date is expensed over the vesting period using an accelerated method of amortization, with a corresponding increase to contributed surplus. Expense related to share based payments is included as part of selling, general and administrative expense. Upon exercise of options, the amount recognized in contributed surplus for the awards and the cash received upon exercise are recognized as an increase in share capital.

(j)    Revenue recognition

        The Company records revenue when control is transferred to the customer, generally at the time that the service is provided. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue from the following major sources:

Collection and disposal of solid waste

        The Company generates revenue through fees charged for the collection of solid waste including recyclables, from its municipal, residential and commercial and industrial customers. Revenues from these contracts are influenced by a variety of factors including collection frequency, type of service, type and volume or weight of waste and type of equipment and containers furnished to the customer. In addition to handling the Company's own collected waste volumes, its transfer stations, material recovery facilities ("MRFs"), landfills and organic waste processing facilities generate revenue from tipping fees paid to the Company by municipalities and third-party haulers and waste generators and from the sale of recycled commodities. The Company also operates MRFs, transfer stations and landfills for municipal owners under a variety of compensation arrangements, including fixed fee arrangements or on a tonnage or other basis.

        Our municipal customer relationships are generally supported by contracts ranging from three to 10 years. Our municipal collection contracts provide for fees based upon a per household, per tonne or ton, per lift or per service basis and often provide for annual price increases indexed to Consumer Price Index ("CPI") and market costs for fuel. We provide regularly scheduled service to a large percentage of our commercial and industrial customers under contracts with three to five year terms with automatic renewals, volume-based pricing and CPI, fuel and other adjustments. Other commercial and industrial customers are serviced on an "on-call" basis.

        Certain future variable considerations of long-term customer contracts may be unknown upon entering into the contract, including the amount that will be billed in accordance with annual CPI, market costs for fuel and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue is recognized once the index is established for the future period. The Company does not disclose the

F-12

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

value of unsatisfied performance obligations for these contracts as its right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations.

Collection and disposal of liquid waste

        The Company generates revenue through fees charged for the collection, management, transportation, processing and disposal of a wide variety of industrial and commercial liquid wastes. Revenue is primarily derived from fees charged to customers on a per service, volume and/or hour basis. Revenues from these contracts are influenced by a variety of factors including timing of contract, type of service, type and volume of liquid waste and type of equipment used. Revenue in the liquid waste business is also derived from the stewardship return incentives paid by most Canadian provinces in which the Company has liquid waste operations, as well as from the sale of used motor oil, solvents and downstream products to third parties. The fees received from third parties are based primarily on the market, type and volume of material sold. Generally, fees are billed and revenue is recognized at the time control is transferred. Revenue recognized under these agreements is variable in nature based on volumes and commodity prices at the time of sale, which are unknown at contract inception.

Soil remediation and infrastructure contracts

        The Company earns revenue through fees collected for the excavation and transport of clean and contaminated soils and the remediation and disposal of contaminated and remediated soils. The Company also offers complementary civil, demolition, excavation and shoring services in its infrastructure business. In the soil remediation and infrastructure business, revenue is generated on a project basis, normally encompassing all of the above services.

        Fees charged for soil remediation and infrastructure contracts are determined based on the expected costs to complete each specific project. Revenue is recognized for these services based on the stage of completion of the contract, measured based on the expected remaining costs to complete the project. In cases where soil remediation services are sold outside of an infrastructure project, the fees for remediation and the related excavation operations are generated on a per tonne basis.

(k)   Income taxes

        Income tax expense or recovery is comprised of current and deferred income taxes. It is recognized in the consolidated statement of operations, except to the extent that the expense relates to items recognized directly in equity.

        A current or non-current tax liability/asset is the estimated tax payable/receivable on taxable earnings for the period, and any adjustments to taxes payable with respect to previous periods.

        The liability method is used to account for deferred tax assets and liabilities, which arise from temporary differences between the carrying amount of assets and liabilities recognized in the consolidated statement of financial position and their corresponding tax basis. The carry forward of

F-13

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

unused tax losses and credits are recognized to the extent that it is probable they can be used in the future.

        The carrying amount of deferred income tax assets is reviewed at each financial position date and reduced to the extent it is no longer probable that the income tax asset will be recovered.

        Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply when the asset or liability is recovered or settled. Current and deferred tax assets and liabilities are calculated using tax rates that have been enacted or substantively enacted at the end of the reporting date.

        Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

        Deferred tax liabilities are offset if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred tax relates to the same taxable entity and the same taxation authority.

(l)    Financial instruments

Classification and measurement

        All financial assets and liabilities are recognized initially at fair value plus or minus transaction costs, except for financial instruments at fair value through profit or loss ("FVTPL"), for which transaction costs are expensed.

        Debt financial instruments are subsequently measured at fair value through profit or loss ("FVTPL"), fair value through other comprehensive income ("FVTOCI"), or amortized cost using the effective interest rate method. The Company determines the classification of its financial assets based on the Company's business model for managing the financial assets and whether the instruments' contractual cash flows represent solely payments of principal and interest ("SPPI") on the principal amount outstanding.

        The Company's derivatives designated as a hedging instrument in a qualifying hedge relationship are subsequently measured at FVTOCI. Equity instruments that meet the definition of a financial asset, if any, are subsequently measured at FVTPL or elected irrevocably to be classified at FVTOCI at initial recognition. Derivatives not designated in a qualified hedge relationship are measured at FVTPL.

        Financial liabilities are subsequently measured at amortized cost using the effective interest method or at FVTPL in certain circumstances or when the financial liability is designated as such. For financial liabilities that are designated as FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the Company's own credit risk of that liability is recognized in other comprehensive income or loss unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income or loss would create or enlarge an accounting mismatch in the consolidated statement of operations. The remaining amount of change in the fair value of the liability is recognized in the consolidated statement of operations. Changes in fair value of a financial liability attributable to the Company's own credit risk that are recognized in other

F-14

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

comprehensive income or loss are not subsequently reclassified to the consolidated statement of operations; instead, they are transferred to retained earnings, upon de-recognition of the financial liability.

        All of the Company's financial assets are categorized within the amortized cost measurement category. All of the Company's financial liabilities, with the exception of deferred foreign exchange derivatives, are also categorized within the amortized cost measurement category. Deferred foreign exchange derivatives, which qualify for hedge accounting, are categorized within the FVTOCI category.

Impairment

        The Company uses a forward-looking Expected Credit Loss ("ECL") model to determine impairment of financial assets. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive.

        For trade receivables and holdbacks, the Company applies the simplified approach and has determined the allowance based on lifetime ECLs at each reporting date. The Company has established a provision that is based on the Company's historical credit loss experience, adjusted for forward-looking factors specific to the customers and the economic environment.

Hedge accounting

        The Company is exposed to the risk of currency fluctuations and has entered into currency derivative contracts to hedge a portion of its exposure on the basis of planned transactions. Where hedge accounting is applied, the criteria are documented at the inception of the hedge and updated at each reporting date. The Company documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking the hedging transactions. The Company also documents its assessment, at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

(m)  Basis of fair values

        Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

•

In the principal market for the asset or liability, or

•

In the absence of a principal market, in the most advantageous market for the asset or liability.

        The Company uses valuation techniques that it believes are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value

F-15

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

        Level 1—quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

        Level 2—inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

        Level 3—are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

        The fair values of certain of the Company's financial instruments are determined using Level 1 and Level 2 fair value measurements. The Company does not have any Level 3 fair value measurements. In addition, there have been no significant transfers between levels.

(n)   Business combinations

        Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and the equity instruments issued by the Company in exchange for control of the acquired company or business. Acquisition-related costs are recognized in the statement of operations as incurred. Where the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, it is measured at fair value at the acquisition date. Contingent consideration is remeasured at subsequent reporting dates at its fair value, and the resulting gain or losses recognized in the consolidated statement of operations.

(o)   Critical accounting judgments and estimates

        The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expense for the period. Such estimates relate to unsettled transactions and events as of the date of the consolidated financial statements. Accordingly, actual results may differ from estimated amounts as transactions are settled in the future. Estimates and assumptions are reviewed on an ongoing basis. Revisions to estimates are applied prospectively.

        The following areas are the critical judgments and estimates that management has made in applying the Company's accounting policies and that have the most significant effect on amounts recognized in the financial statements:

•

Determining fair value of acquired assets and liabilities in business combinations

•

Determining key assumptions for impairment testing

•

Estimating the percentage of completion for certain revenue arrangements

•

Estimating the allowance for doubtful accounts related to trade and other receivables

F-16

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

•

Forecasting future taxable income and the timing of reversal of temporary differences in connection with deferred income taxes

•

Estimating the amount and timing of the landfill closure and post-closure obligations

•

Estimating the useful lives of property, plant and equipment and finite-life intangible assets

•

Determining inputs into valuation models for equity-settled share-based payments

(p)   Current changes in accounting policies

Leases

        Effective January 1, 2019, the Company adopted IFRS 16, Leases ("IFRS 16"). The Company applied the standard using a modified retrospective approach. Comparative information has not been restated. As a result of adopting IFRS 16, the Company recorded a right-of-use asset and lease obligation of $103,794 at January 1, 2019. The adoption of IFRS 16 had no impact to the Company's Deficit at January 1, 2019 nor has there been a material change to the Company's net loss.

        The Company has elected to apply the practical expedient not to apply the recognition requirements of IFRS 16 to short-term leases and leases of low value assets.

        The Company has also made use of the practical expedient not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease in accordance with IAS 17 and IFRIC 4 will continue to be applied to those leases entered or changed before January 1, 2019.

        IFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to the lessee accounting by removing the distinction between operating and finance leases and requiring the recognition of a right-of-use asset and a lease obligation at commencement for all leases. In contrast to lessee accounting, the requirements for lessor accounting have remained largely unchanged.

        The change in definition of a lease mainly relates to the concept of control. IFRS 16 determines whether a contract contains a lease on the basis of whether the customer has the right to control the use of an identified asset for a period of time in exchange for consideration.

Former operating leases

        IFRS 16 changes how the Company accounts for leases previously classified as operating leases under IAS 17, which were off-balance-sheet.

        Applying IFRS 16, for all leases (except as noted below), the Company:

a)

Recognizes right-of-use assets and lease obligations in the consolidated statement of financial position, initially measured at the present value of future lease payments and adjusted by the amount of any prepaid or accrued lease payments;



b)

Recognizes depreciation on right-of-use assets and interest on lease obligations in the consolidated statement of operations; and

F-17

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

c)

Separates the total amount of cash paid into a principal portion (presented within financing activities) and interest (presented within operating activities) in the consolidated statement of cash flows.

        Lease incentives (e.g. free rent period) are recognized as part of the measurement of the right-of-use assets and lease obligations whereas under IAS 17 they resulted in the recognition of a lease incentive liability, amortized as a reduction of rental expense on a straight-line basis.

        Under IFRS 16, right of-use assets are tested for impairment in accordance with IAS 36, Impairment of Assets. This replaces the previous requirement to recognize a provision for onerous lease contracts.

        For short-term leases (lease term of 12 months or less) and leases of low-value assets (such as personal computers and office furniture), the Company has opted to recognize a lease expense on a straight-line basis as permitted by IFRS 16. This expense is presented within selling, general and administrative expenses and/or cost of sales in the consolidated statement of operations.

Former finance leases

        The main difference between IFRS 16 and IAS 17 with respect to assets formerly held under a finance lease is the measurement of residual value guarantees provided by a lessee to a lessor. IFRS 16 requires that the Company recognizes as part of its lease obligation only the amount expected to be payable under a residual value guarantee, rather than the maximum amount guaranteed as required by IAS 17. This change did not have a material effect on the Company's consolidated financial statements.

Measurement of lease obligation

        The lease obligation is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease.

        If this rate cannot be readily determined, the Company uses its weighted average incremental borrowing rate.

	January 1, 2019 $
Operating lease commitments at December 31, 2018 as disclosed in the consolidated financial statements in accordance with IAS 17		144,264
Discounted using an average incremental borrowing rate of 7.42% at the date of initial application (January 1, 2019)
Lease liabilities recognized as at January 1, 2019		103,794
Total lease liabilities recognized at January 1, 2019 Consisting of Current lease liabilities		15,041
Non-current lease liabilities		88,753
		103,794

F-18

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

2. Significant accounting policies (Continued)

Uncertain income tax positions

        Effective January 1, 2019, the Company adopted IFRIC Interpretation 23, Uncertainty over Income Tax Treatments ("IFRIC 23"). IFRIC 23 requires an entity to reflect an uncertainty in the amount of income tax payable (recoverable) if it is probable that it will pay (or recover) an amount for the uncertainty, measure a tax uncertainty based on the most likely amount or expected value depending on whichever method better predicts the amount payable (recoverable), reassess the judgments and estimates applied if facts and circumstances change (e.g. as a result of examination or action by tax authorities, following changes in tax rules or when a tax authority's right to challenge a treatment expires), and consider whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution.

        The Company applied the standard using a modified retrospective approach. The adoption of IFRIC 23 had no impact to the Company's Deficit at January 1, 2019 nor has there been a material change to the Company's net loss.

(q)   Future changes in accounting policies

        In October 2018, the IASB issued amendments to the implementation guidance in IFRS 3, Business Combinations ("IFRS 3"). These amendments clarify the definition of a business to assist entities to determine whether a transaction should be accounted for as a business combination or an asset acquisition. The amendments to IFRS 3 may affect whether future acquisitions are accounted for as business combinations or asset acquisitions, along with the resulting allocation of the purchase price between the net identifiable assets acquired and goodwill. The amendments are applicable prospectively for acquisitions occurring on or after January 1, 2020. The Company will evaluate the impact of the amendments on a transaction by transaction basis.

        In December 2019, the IFRS Interpretations Committee ("IFRIC") issued a final agenda decision in regards to the determination of the lease term for cancellable or renewable leases under IFRS 16 and whether the useful life of any non-removable leasehold improvements is limited to the lease term of the related lease. As permitted by the IASB, the Company is currently assessing the impact of this interpretation on its financial statements.

F-19

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

3. Business combinations

Acquisitions during 2019

        The following table summarizes the impact of business combinations on the consolidated statement of financial position that occurred during the year ended December 31, 2019:

	December 31, 2019 Successor $
Net assets acquired
Working capital		17,715
Assumption of lease obligations		(47,178	)
Assumption of landfill closure and post-closure obligations		(4,016	)
Equipment loans		(410	)
Property, plant and equipment		258,141
Right of use assets		47,178
Intangible assets
Customer lists		106,176
Non-compete agreement		40,352
Municipal and other commercial contracts		25,603
C of A and other licenses		117,266
Goodwill		257,381
Deferred tax liabilities		(80,673	)
		737,535
Consideration given
Accrued contingent consideration		16,240
Cash		721,295
		737,535

        The Company acquired 100% of the common shares of six liquid waste management businesses, 100% of the common shares of eleven solid waste management businesses, 100% of the common shares of one infrastructure business, 100% of the assets of eight solid waste management businesses, and 100% of the assets of seven liquid waste management business. Acquisitions in the table above, include the aggregate net assets acquired and consideration given for all acquisitions made during the year, which the Company considers to be individually immaterial.

        The above table discloses purchase price equations which are preliminary pending receipt of certain information to confirm final fair value allocations and working capital adjustments. The measurement period for such adjustments shall not exceed one year from the date of acquisition. Changes to the above preliminary fair value allocations could be significant.

        In addition to the cash consideration noted above, during the year ended December 31, 2019 the Company paid $8,595 in additional consideration related to acquisitions completed during 2018.

        Approximately $4,211 of the goodwill acquired is deductible for income tax purpose.

F-20

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

3. Business combinations (Continued)

Acquisitions during 2018 (Successor)

        On May 31, 2018, the Company completed a recapitalization in connection with the investment by a group of investors including affiliates of BC Partners Advisors L.P., Ontario Teachers' Pension Plan Board, and Patrick Dovigi, Chief Executive Officer of the Company. As a result of the recapitalization, the Company acquired control of the Predecessor. The following table summarizes the impact of business combination accounting on the consolidated statement of financial position that occurred on May 31, 2018:

	May 31, 2018 $
Net assets acquired
Working capital		181,814
Other long term assets		11,827
Assumption of long term debt		(2,538,935	)
Assumption of landfill closure and post-closure obligations		(46,620	)
Property, plant and equipment		1,212,314
Intangible assets
Customer lists		1,234,000
Non-compete agreement		85,000
Municipal and other commercial contracts		221,000
C of A and other licenses		7,000
Trade name		551,000
Goodwill		2,314,712
Deferred tax liabilities		(538,019	)
		2,695,093
Consideration given Cash		2,695,093
		2,695,093

F-21

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

3. Business combinations (Continued)

        The following table summarizes the impact of business combinations on the consolidated statement of financial position that occurred during the seven month period ended December 31, 2018:

	November 14 Wrangler Super Holdco Corp. (Solid Waste USA) $			Other acquisitions $			Total $
Net assets acquired
Account receivable		121,119			22,449			143,568
Working capital		(145,401	)		(4,326	)		(149,727	)
Other long term liabilities		(23,311	)		—			(23,311	)
Other long term assets		20,273			—			20,273
Assumption of landfill closure and post-closure obligations		(75,490	)		(3,042	)		(78,532	)
Property, plant and equipment		1,052,913			61,243			1,114,156
Intangible assets
Customer lists		393,425			116,055			509,480
Non-compete agreement		—			63,312			63,312
Municipal and other commercial contracts		346,320			—			346,320
C o A and other licenses		17,900			3,436			21,336
Goodwill		2,372,901			209,159			2,582,060
Deferred tax liabilities		(300,775	)		(35,620	)		(336,395	)
		3,779,874			432,666			4,212,540
Consideration given
Cash		3,609,535			341,799			3,951,334
Issuance of non-voting shares		170,339			90,867			261,206
		3,779,874			432,666			4,212,540

        On November 14, 2018, the Company acquired 100% of the stock of a solid waste management business, Wrangler Super Holdco Corp. ("Wrangler"), the parent company of Wrangler Buyer LLC and its subsidiaries, dba Waste Industries USA.

        Additionally, the Company acquired 100% of the common shares of three liquid waste management businesses, 100% of the common shares of two solid waste management businesses, 100% of the assets of seven solid waste management businesses, and 100% of the assets of one liquid waste management business. Other acquisitions, in the table above, include the aggregate net assets acquired and consideration given for all other acquisitions made during the period, which the Company considers to be individually immaterial.

        Approximately $220,080 of the goodwill acquired is deductible for income tax purposes.

        In addition to the cash consideration noted above, the Company paid $1,894 in additional consideration related to acquisitions completed in 2017.

F-22

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

3. Business combinations (Continued)

        Since closing, the acquisition of Wrangler has contributed revenues of $143,826 and net loss of $80,219 to the Company's consolidated statement of operations and comprehensive loss for the seven month period ended December 31, 2018.

Acquisitions during 2018 (Predecessor)

        The following table summarizes the impact of business combinations on the consolidated statement of financial position that occurred during the five month period ended May 31, 2018:

	Total $
Net assets acquired
Working capital		38,178
Assumption of finance leases		(34,838	)
Property, plant and equipment		114,102
Intangible assets
Customer lists		65,164
Non-compete agreement		35,226
Municipal and other commercial contracts		1,429
C of A and other licenses		5,308
Goodwill		167,539
Deferred tax liabilities		(42,986	)
		349,122
Consideration given
Cash		332,122
Accrued contingent consideration		17,000
		349,122

        The Company acquired 100% of the common shares of one liquid waste management business, 100% of the common shares of four solid waste management businesses, 100% of the common shares of one infrastructure and soil remediation business, and 100% of the assets of one solid waste management businesses. Included in the table above are the aggregate net assets acquired and consideration given for all acquisitions made during the period, which the Company considers to be individually immaterial.

        Approximately $7,104 of the goodwill acquired is deductible for income tax purposes.

F-23

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

3. Business combinations (Continued)

Acquisitions during 2017 (Predecessor)

        The following table summarizes the impact of business combinations on the consolidated statement of financial position that occurred during the year ended December 31, 2017:

	Total $
Net assets acquired
Working capital		12,372
Assumption of finance leases		(1,048	)
Assumption of landfill closure and post-closure obligations		(248	)
Property, plant and equipment		74,168
Intangible assets
Customer lists		77,455
Non-compete agreement		25,354
Municipal and other commercial contracts		3,177
C of A and other licenses		12,880
Goodwill		97,430
Deferred tax liabilities		(23,084	)
		278,456
Consideration given
Cash		240,106
Accrued contingent consideration		28,350
Issuance of non-voting shares		10,000
		278,456

        The Company acquired 100% of the common shares of one liquid waste management business, 100% of the common shares of seven solid waste management businesses, 100% of the common shares of one infrastructure and soil remediation business, and 100% of the assets of five solid waste management businesses. Included in the table above are the aggregate net assets acquired and consideration given for all acquisitions made during the year, which the Company considers to be individually immaterial.

        Approximately $30,722 of the goodwill acquired is deductible for income tax purposes.

Additional disclosures

        All acquisitions were accounted for as business combinations using the acquisition method with the results of operations consolidated with those of the Company from the date of acquisition.

        The Company's growth strategy is to focus on generating organic growth from all of its operating segments. In addition to organic growth, the Company deploys an active acquisition strategy involving the integration of acquired businesses into each of its operating segments through integration of

F-24

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

3. Business combinations (Continued)

property, plant and equipment, back office functions, improving route density and realignment of disposal alternatives to effect synergies and maximize profits. Goodwill arising from acquisitions is largely attributable to the assembled workforces of the acquisitions, the potential synergies with the acquiree, and intangible assets that do not qualify for separate recognition.

        The Company records cash in escrow on the statement of financial position when it expects previously transferred consideration to be returned on account of specified conditions of the business combination not being met. As at December 31, 2019, the Company has recorded nil of cash in escrow (nil at December 31, 2018).

        Contingent consideration is paid into an escrow account, where the release of funds is contingent on the acquired companies meeting certain earnings and performance targets by specified dates. The Company considers it probable that these targets will be met by these dates, and accordingly has accounted for these payments as consideration on the respective purchases.

Pro forma results of operations (unaudited)

        The following unaudited pro forma results of operations assume that the Company's acquisitions that are separately disclosed above, occurring during the year ended December 31, 2019, periods ended December 31, 2018, and May 31, 2018 and the year ended December 31, 2017, were acquired as of the beginning of the period in which the acquisitions took place.

        For the year ended December 31, 2018, the unaudited pro forma results, would result in revenue of $2,699,200, and net loss of $604,400.

        The pro forma results do not purport to be indicative of the results of operations which would have resulted had the acquisitions occurred at the beginning of the respective periods in which the acquisitions took place, nor are they necessarily indicative of future operating results.

4. Trade and other receivables

	December 31, 2019 $			December 31, 2018 $
Trade		542,428			463,486
Holdbacks		64,580			53,195
Unbilled revenue		113,876			63,844
Allowance for doubtful accounts		(7,528	)		(5,796	)
		713,356			574,729

        Trade receivables disclosed above include amounts that are past due at the end of the reporting period for which the Company has not recognized an allowance as there has not been a significant change in credit quality and the amounts are still considered recoverable.

F-25

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

4. Trade and other receivables (Continued)

        Unbilled revenue is billed in certain situations, which vary by project. For example, amounts relating to contract assets are balances due from customers under construction contracts that arise when the Company receives payments from customers in relation with a series of performance related milestones. The Company will previously have recognized a contract asset for any work performed. Any amount previously recognized as a contract asset is reclassified to trade receivables at the point at which it is invoiced to the customer.

5. Prepaid expenses and other assets

	December 31, $ 2019		December 31, $ 2018
Prepaid expenses and other assets		81,605		56,581
Vehicle parts, supplies and inventory		50,507		42,393
		132,112		98,974

        In conjunction with an acquisition on July 25, 2015, the Company had paid into escrow an amount of $10,000. The release of this amount is tied to the employment contracts of key management of the acquired company. As such these amounts are recorded in prepaid expenses and other assets and are amortized over the employee retention period as defined by the share purchase agreement. During the year ended December 31, 2019, $2,000 was recognized in the consolidated statement of operations in respect of this arrangement ($1,000 during the seven month period ended December 31, 2018, $1,000 during the five month period ended May 31, 2018, and $2,000 during the year ended December 31, 2017).

F-26

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

6. Property, plant and equipment

	Land $			Landfills $			Buildings and leaseholds $			Transportation equipment $			Furniture, machinery and equipment $			Assets under development $			Computer software and equipment $			Containers $			Right-of-use assets $			Total $
Successor
Cost
Acquisition date fair value		114,818			165,519			198,925			454,243			188,000			21,467			17,032			52,310			—			1,212,314
Additions		3,936			12,196			12,984			89,513			28,384			52,375			6,754			10,294			—			216,436
Acquisitions via business combinations		51,662			476,987			76,377			290,829			92,884			22,883			2,405			100,129			—			1,114,156
Changes due to foreign exchange		2,121			14,203			4,148			17,515			3,601			1,037			106			5,712			—			48,443
Transfers		—			12,913			106			(174	)		24			(12,686	)		(33	)		(150	)		—			—
Disposals		—			—			—			(11,718	)		(359	)		(3,179	)		—			—			—			(15,256	)
Balance, December 31, 2018		172,537			681,818			292,540			840,208			312,534			81,897			26,264			168,295			—			2,576,093
IFRS 16 transition impact		—			—			—			—			—			—			—			—			103,794			103,794
Additions		28,281			81,347			40,191			120,726			60,454			133,964			24,730			46,973			26,658			563,324
Acquisitions via business combinations		53,687			3,961			24,171			72,528			91,162			—			—			12,632			47,178			305,319
Changes due to foreign exchange		(3,444	)		(23,194	)		(5,613	)		(21,796	)		(5,557	)		(2,735	)		(434	)		(7,907	)		(287	)		(70,967	)
Transfer		6,806			21,894			6,869			62,635			(6,303	)		(91,591	)		(260	)		(50	)		—			—
Disposals		(1,224	)		—			(961	)		(13,122	)		(1,744	)		—			—			(12,897	)		(15,850	)		(45,798	)
Balance, December 31, 2019		256,643			765,826			357,197			1,061,179			450,546			121,535			50,300			207,046			161,493			3,431,765
Accumulated depreciation
Depreciation		—			37,042			6,362			59,199			24,734			—			5,406			11,433			—			144,176
Changes due to foreign exchange		—			238			16			3,013			202			—			8			639			—			4,116
Transfers and adjustments		—			(459	)		179			(257	)		133			—			32			372			—			—
Disposals		—			—						(8,345	)		(200	)		—			—			—			—			(8,545	)
Balance, December 31, 2018		—			36,821			6,557			53,610			24,869			—			5,446			12,444			—			139,747
Depreciation		—			126,924			20,824			164,540			65,155			—			15,355			49,385			23,155			465,338
Changes due to foreign exchange		—			(1,591	)		(215	)		(2,112	)		(485	)		—			(51	)		(935	)		(114	)		(5,503	)
Disposals					—			(326	)		(9,402	)		(707	)		—			—			(5,654	)		(1,790	)		(17,879	)
Balance, December 31, 2019		—			162,154			26,840			206,636			88,832			—			20,750			55,240			21,251			581,703
Carrying amounts
At December 31, 2018		172,537			644,997			285,983			786,598			287,665			81,897			20,818			155,851			—			2,436,346
At December 31, 2019		256,643			603,672			330,357			854,543			361,714			121,535			29,550			151,806			140,242			2,850,062

F-27

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

6. Property, plant and equipment (Continued)

	Land $		Landfills $		Buildings and leaseholds $		Transportation equipment $			Furniture, machinery and equipment $			Assets under development $		Computer software and equipment $		Containers $		Total $
Predecessor
Cost
Balance, December 31, 2017		101,595		247,425		213,057		474,651			196,600			18,091		22,064		98,703		1,372,186
Additions		60		1,362		2,329		26,599			11,140			3,267		4,118		5,193		54,068
Acquisitions via business combinations		12,643		—		11,581		41,300			41,354			—		—		7,224		114,102
Changes due to foreign exchange		377		—		1,290		4,954			397			109		3		1,751		8,881
Disposals		—		—		—		(1,673	)		(100	)		—		—		—		(1,773	)
Balance, May 31, 2018		114,675		248,787		228,257		545,831			249,391			21,467		26,185		112,871		1,547,464
Accumulated depreciation
Balance, December 31, 2017		—		69,668		27,623		148,694			75,984			—		9,293		31,643		362,905
Depreciation		—		13,600		1,584		29,052			12,395			—		2,957		6,716		66,304
Changes due to foreign exchange		—		—		126		50			30			—		3		60		269
Disposals		—		—		—		(1,159	)		(96	)		—		—		—		(1,255	)
Balance, May 31, 2018		—		83,268		29,333		176,637			88,313			—		12,253		38,419		428,223
Carrying amounts
At December 31, 2017		101,595		177,757		185,434		325,957			120,616			18,091		12,771		67,060		1,009,281
At May 31, 2018		114,675		165,519		198,924		369,194			161,078			21,467		13,932		74,452		1,119,241

        Total depreciation expense for the seven month period ended December 31, 2018 was $178,215, which includes a $34,039 adjustment related to a change in discount rate for landfill closure and post-closure obligations acquired through business combinations (see Note 9).

        Depreciation of property, plant and equipment expense included in cost of sales for the year ended December 31, 2019 was $442,271 ($172,103 for the seven months ended December 30, 2018, $63,125 for the five months ended May 31, 2018 and $147,822 for the year ended December 31, 2017).

        Depreciation of property, plant and equipment expense included in selling, general and administrative expenses for the year ended December 31, 2019 was $23,067 ($6,112 for the seven months ended December 31, 2018, $3,179 for the five months ended May 31, 2018, and $6,895 for the year ended December 31, 2017).

F-28

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

7. Intangible assets

	December 31, 2019 $		December 31, 2018 $
Carrying amounts
Indefinite life		612,133		579,975
Definite life		2,235,891		2,360,323
		2,848,024		2,940,298

        Indefinite life intangible assets include C of A licenses that do not expire. The Company expects these assets to generate economic benefit in perpetuity. As such, the Company assessed these intangibles to have indefinite useful lives.

        The following table presents the changes in cost and accumulated amortization of the Company's intangible assets:

	Customer lists $			Municipal and other commercial contracts $			Non-compete agreements $			Trade name, C of A and other licenses $			Total $
Successor
Cost
Acquisition date fair value		1,234,000			221,000			85,000			558,000			2,098,000
Changes in foreign exchange		16,173			10,650			2,361			639			29,823
Acquisitions via business combinations		509,480			346,320			63,312			21,336			940,448
Balance, December 31, 2018		1,759,653			577,970			150,673			579,975			3,068,271
Changes in foreign exchange		(25,926	)		(17,346	)		(3,192	)		(1,648	)		(48,112	)
Acquisitions via business combinations		106,176			25,603			40,352			117,266			289,397
Balance, December 31, 2019		1,839,903			586,227			187,833			695,593			3,309,556
Accumulated amortization
Amortization		79,045			34,781			13,720			—			127,546
Changes in foreign exchange		174			125			128			—			427
Balance, December 31, 2018		79,219			34,906			13,848			—			127,973
Changes in foreign exchange		(236	)		(228	)		(86	)		(15	)		(565	)
Amortization		178,962			116,001			34,345			4,816			334,124
Balance, December 31, 2019		257,945			150,679			48,107			4,801			461,532
Carrying amounts
At December 31, 2018		1,680,434			543,064			136,825			579,975			2,940,298
At December 31, 2019		1,581,958			435,548			139,726			690,792			2,848,024

F-29

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

7. Intangible assets (Continued)

	Customer lists $		Municipal contracts $		Non-compete agreements $		C of A and other licenses $		Total $
Predecessor
Cost
Balance, December 31, 2017		419,579		180,814		101,850		128,280		830,523
Additions		—		—		—		238		238
Changes in foreign exchange		1,403		2,805		300		306		4,814
Acquisitions via business combinations		65,164		1,429		35,226		5,308		107,127
Balance, May 31, 2018		486,146		185,048		137,376		134,132		942,702
Accumulated amortization
Balance, December 31, 2017		114,721		76,397		41,999		15,158		248,275
Amortization		18,995		12,838		8,881		147		40,861
Changes in foreign exchange		81		638		20		—		739
Balance, May 31, 2018		133,797		89,873		50,900		15,305		289,875
Carrying amounts
At December 31, 2017		304,858		104,417		59,851		113,122		582,248
At May 31, 2018		352,349		95,175		86,476		118,827		652,827

8. Goodwill

	Successor					Predecessor
	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $		May 31, 2018 (151 days) $
Balance, beginning of period		4,979,301			2,314,712		1,443,771
Acquisitions (Note 3)		257,381			2,582,060		167,539
Goodwill adjustment		65,424			1,894		—
Foreign exchange revaluation		(128,326	)		80,635		5,775
		5,173,780			4,979,301		1,617,085

        During the year ended December 31, 2019, the Company recorded measurement period adjustments to adjust its previously reported purchase price allocations completed during 2018. The result was an increase in deferred income tax liabilities of $46,778, an increase in landfill closure and post-closure obligations of $5,912, a decrease in property, plant, and equipment of $4,484, an increase to accrued liabilities of $8,250 and an increase to goodwill of $65,424.

        During the seven month period ended December 31, 2018, the Company recorded measurement period adjustments to its previously reported purchase price allocation for a business combination

F-30

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

8. Goodwill (Continued)

completed during 2017. The result was an increase in accounts payable and accrued liabilities of $1,894, and an increase in goodwill of $1,894.

        In assessing goodwill and indefinite life intangible assets for impairment at December 31, 2019 and 2018, the Company compared the aggregate recoverable amount of the assets included in CGUs to their respective carrying amounts.

        For all CGUs, the recoverable amount was determined based on the value in use by discounting estimated future cash flows from a CGU to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Estimated cash flow projections are based on the Company's one-year budget and three year strategic plan. There was no impairment recorded at the CGU level as at December 31, 2019 and 2018.

        The key assumptions used for both periods in determining the recoverable amount for each CGU are as follows:

•

Revenue growth rates—Growth rates ranging from 1.5% to 6.4% were used for the periods covered in the financial projections and are based on historical results and expectations for the forecasted periods.

•

Pre-tax discount rates—Pre-tax discount rates represent the current market assessment of the risks specific to each CGU taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The pre-tax discount rate calculation is based on the specific circumstances of the CGU and range from 7% to 9%.

•

Terminal growth value—The cash flows beyond the initial period are extrapolated using a 3% growth rate. Rates are based on market and industry trends researched and identified by management.

•

Capital expenditures—The cash flow forecasts for capital expenditures are based on past experience and include the ongoing capital expenditures required to maintain the business and include cash outflows for the purchase of property, plant and equipment.

        In all CGUs, reasonably possible changes to key assumptions would not cause the recoverable amount of goodwill to fall below the carrying value.

F-31

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

9. Landfill closure and post-closure obligations

	Successor						Predecessor
	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $			May 31, 2018 151 days) $
Balance, beginning of period		162,822			46,620			45,305
Acquired via business combinations		4,016			78,532			—
Adjustment related to prior year acquisitions (Note 8)		5,912			—			—
Provisions for landfill closure and post closure obligations		78,718			10,888			1,809
Accretion of landifill closure and post-closure obligations		6,063			1,150			1,339
Landfill closure and post-closure expenditures, during the year		(15,275	)		(10,892	)		(1,833	)
Adjustment related to change in discount rate for obligations acquired		—			34,039			—
Changes in foreign exchange		(5,662	)		2,485			—
Balance, end of period		236,594			162,822			46,620
Less: current portion		(25,624	)		(10,621	)		(13,114	)
		210,970			152,201			33,506

        The net present values of the Company's future landfill closure and post-closure obligations were estimated by management based on the Company's obligations to settle closure costs at its landfills, and the projected timing of these expenditures. The estimated future cost for the landfill closure and post-closure obligations at December 31, 2019 was $704,789 ($502,675 as at December 31, 2018) over an expected range of up to 45 years. The Company used a risk-free discount rate of 1.76% in Canada and 2.39% in the United States as at December 31, 2019 (2.15% in Canada and 3.36% in the United States as at December 31, 2018) and an inflation rate of 2.0% (2.0% as at December 31, 2018) to calculate the present value of the landfill closure and post-closure obligations. Obligations acquired through business combinations are initially valued at fair value using a credit adjusted discount rate. Reducing the discount rate to the risk free rate resulted in an increase to the liability of $nil for the year ended December 31, 2019 ($34,039 for the seven months period ended December 31, 2018).

        The landfill closure and post-closure obligation matures as follows:

	$
Less than 1 year		25,624
Between 1 - 2 years		51,414
Between 2 - 5 years		78,669
Over 5 years		549,082
		704,789

Funded landfill post-closure assets

        The Company is required to deposit monies into a social utility trust for the purpose of settling post-closure costs at various landfills. The funding amount is established based on each cubic metre of waste accepted and payment is due quarterly. At December 31, 2019, included in other long-term assets are funded landfill post-closure obligations, representing the fair value of legally restricted assets, totaling $17,695($16,581 at December 31, 2018).

F-32

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

10. Long term debt

        The Company's long term debt is comprised of the following:

	December 31, 2019 $			December 31, 2018 $
Revolving credit and swingline facility
Revolving credit facility, monthly interest only, principal maturing on August 2, 2023		—			199,217
Term loan
Term loan, interest rate of LIBOR plus 3.00% or US Prime plus 2.00%, principal and interest payable quarterly, maturing on May 31, 2025		3,351,220			3,555,703
Bonds
5.625% USD senior unsecured notes, semi-annual interest only commencing May 12, 2017, principal maturing on May 1, 2022 ("2022 Notes")		454,580			477,470
5.375% USD senior unsecured notes, semi-annual interest only commencing September 1, 2018, principal maturing on March 1, 2023 ("2023 Notes")		519,520			545,680
7.00% USD senior unsecured notes, semi-annual interest only commencing December 1, 2018, principal maturing on June 1, 2026 ("2026 Notes")		876,690			545,680
8.50% USD senior unsecured notes, semi-annual interest only commencing May 1, 2019, principal maturing on May 1, 2027 ("2027 Notes")		779,280			—
5.125% USD senior secured notes, semi-annual interest only commencing December 15, 2019, principal maturing on December 15, 2026 ("Secured Notes")		649,400			—
Paid in Kind notes
11% Paid in Kind notes ("PIK Notes"), semi-annual interest commencing December 1, 2018, principal maturing on May 31, 2028		1,007,953			981,436
Promissory notes
3% unsecured promissory note, semi-annual interest commencing June 1, 2016, principal maturing on February 1, 2020		24,329			24,454
5% promissory note, secured by a first mortgage, monthly interest commencing June 1, 2016, principal maturing on May 1, 2020		3,153			3,153
Unsecured promissory note, principal repayable in four equal annual instalments commencing June 30, 2017		100			100
Equipment loans
At interest rates ranging from 3.02% to 4.37%		9,465			19,937
Finance lease obligations
At interest rates ranging from 2.50% to 5.97%		—			64,397
		7,675,690			6,417,227
Net derivative instruments (Note 19)		31,074			(43,814	)
Premium on 5.125% Secured Notes		4,124			—
Fair value adjustment on Bonds		(34,280	)		(43,921	)
Deferred finance costs		(51,563	)		(40,828	)
		7,625,045			6,288,664
Less: current portion		(64,385	)		(53,660	)
		7,560,660			6,235,004

F-33

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

10. Long term debt (Continued)

Revolving credit and swingline facility

        The Company has a revolving credit and swingline facility totaling $628,000 and US$40,000 of which $nil was drawn as of December 31, 2019 ($199,217 at December 31, 2018). This facility bears interest at either the bank's prime rate plus 1.75% per annum or LIBOR plus 2.75% per annum depending on the mechanism used to draw the funds.

        The revolving credit and swingline facilities are secured by mortgages on certain properties, a general security agreement over all of GFL's assets and a pledge of shares of all subsidiaries.

Term Loan Facility

        The Company has a Term Loan facility ("Term Loan Facility") totaling US$2,615,000. The Term Loan Facility matures in 2025 and bears interest at a rate of LIBOR plus 3.00% or US prime plus 2.00%.

        The Term Loan Facility is secured by mortgages on certain properties, a general security agreement over all assets and a pledge of the shares of GFL's US subsidiaries.

Bonds

        On April 17, 2019, the Company issued US$600,000 of senior unsecured notes bearing interest at 8.5% payable semi-annually in arrears on May 1 and November 1, commencing November 1, 2019 (the "2027 Notes"). The Company used the proceeds of the offering to repay amounts outstanding under the revolving credit facility. The balance of the proceeds were used for general corporate expenses including to fund future acquisitions.

        On December 16, 2019, the Company issued US$500,000 of senior secured notes bearing interest of 5.125% payable semi-annually in arrears on December 15 and June 15, commencing June 15, 2019 (the "Secured Notes"). The Company used the proceeds of the offering to fund acquisitions and repay amounts outstanding under the revolving credit facility. The balance of the proceeds will be used for general corporate expenses including to fund future acquisitions.

        On December 16, 2019, the Company also issued an additional US$275,000 in aggregate principal amount of 7.000% Senior Notes due 2026 (the "Additional 2026 Notes") under the indenture entered into in respect of the US$400,000 in aggregate principal amount of the Company's existing 7.000% Senior Notes due 2026 (the "initial 2026 Notes and together with the Additional 2026 Notes, the "2026 Notes"). The Company used the proceeds of the offering of the Additional 2026 Notes to fund acquisitions and repay amounts outstanding under the revolving credit facility. The balance of the proceeds will be used for general corporate expenses including to fund future acquisitions.

Paid In Kind Notes

        The Company has unsecured Paid in Kind Notes ("PIK Notes") outstanding which bear interest at 11% per annum, and are due on May 31, 2028 including all accrued and paid in kind interest. Interest is due semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1,

F-34

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

10. Long term debt (Continued)

2018. From May 31, 2024 through and including the maturity date, the applicable interest rate shall increase by 0.50% per annum on each anniversary of the closing date thereafter, such increases payable as PIK Interest. Interest on the PIK Notes for each interest period is payable by increasing the principal amount of the outstanding notes by the amount of interest then due and owing for such interest period ("PIK Interest").

        The aggregate purchase price of the $500,000 principal amount of PIK Notes was 98% of the principal amount that was issued. As a result, netted against the PIK Notes is a discount of $10,000, which is recognized over the term of the debt using the effective interest method.

        The aggregate purchase price of the US$344,000 principal amount of PIK Notes was approximately 98% of the principal amount that was issued. As a result, netted against the PIK Notes is a discount of US$6,000, which is recognized over the term of the debt using the effective interest method.

        On September 25, 2019, the Company issued 57,653,200 Class J Non-Voting Common Shares, without par value, in exchange for $61,141 aggregate principal amount of the US$344,000 PIK Notes, plus accrued and unpaid interest outstanding to such date.

	December 31, 2019 $			December 31, 2018 $
Face value of PIK Notes, maturing on May 31, 2028		885,646			969,285
Discounts on PIK Notes		(17,793	)		(18,184	)
		867,853			951,101
PIK Interest		138,300			29,651
Add interest accretion		1,800			684
		1,007,953			981,436

        Interest expense on the PIK Notes is $111,427 for the year ended December 31, 2019 ($38,350 for the seven month period ended December 31, 2018, $27,303 for the five month period ended May 31, 2018 and $52,541 for 2017).

        As at December 31, 2019, the PIK Notes are secured by a pledge of securities of a direct subsidiary of the Company, 2634494 Ontario Ltd.

Equipment loans

        The Company has various equipment loans which are secured by the specific equipment.

F-35

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

10. Long term debt (Continued)

        Repayments under these loans are as follows:

	December 31, 2019 $		December 31, 2018 $
Equipment loan obligations		10,315		21,303
Less: amount representing interest, at interest rates ranging from 3.02% to 4.37%		850		1,366
		9,465		19,937
Less: current portion		2,050		10,470
		7,415		9,467

        Interest expense in connection with these loans was $560 for the year ended December 31, 2019 ($275 for the seven month period ended December 31, 2018, $196 for the five month period ended May 31, 2018 and $240 for 2017).

Letter of credit facility

        The Company has a combined committed letter of credit facility to a maximum of $160,000. At December 31, 2019, the Company had $104,294 ($68,956 at December 31, 2018) outstanding against this facility. Interest expense in connection with these letters of credit was $2,805 for the year ended December 31, 2019 ($599 for the seven month period ended December 31, 2018, $571 for the five month period ended May 31, 2018 and $990 for 2017).

Covenants

        Under the revolving credit and swingline facilities, the Company must satisfy certain financial covenants as defined by the credit agreement, as amended, October 2, 2017, November 30, 2017, August 2, 2018, November 14, 2018 and February 26, 2019 including the following:

        If the revolving line of credit and swingline facilities are more than 35% utilized, then

•

GFL's maximum total net funded debt to Run-Rate EBITDA, as defined in the facilities, must be equal to or less than 8.00:1

        As at December 31, 2019 and December 31, 2018, the Company was in compliance with this covenant.

F-36

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

10. Long term debt (Continued)

Changes in long term debt arising from financing activities

        The opening and closing balances of long term debt are reconciled as follows:

	Successor						Predecessor
	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $			May 31, 2018 (151 days) $
Balance, beginning of period		6,288,664			2,538,935			2,461,532
Cash flows
Issuance of long-term debt		3,143,804			3,559,431			2,205,424
Repayment of long-term debt		(1,569,944	)		(72,154	)		(2,117,435	)
Payment of financing costs		(20,691	)		(63,669	)		(42,416	)
Non-cash changes
(Reclassification) issuance of finance leases		(64,397	)		45,509			—
PIK note exchanged for common shares		(61,141	)		—			—
Assumed via business combinations		410			—			34,838
Accrued interest and other non-cash changes		153,384			119,165			35,346
Revaluation of foreign exchange		(160,827	)		126,183			6,011
Fair value movements on cash flow hedges		(84,217	)		35,264			5,211
Balance, end of period		7,625,045			6,288,664			2,588,511

Commitments related to long-term debt

        Principal payments on long-term debt required in each of the following five years are as follows:

	Long-term debt $
2020		64,385
2021		37,760
2022		489,863
2023		554,553
2024		38,344
Thereafter		6,490,785
		7,675,690

11. Leases

        The Company leases several assets including buildings, plants and equipment. The average lease term is five years.

F-37

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

11. Leases (Continued)

        The Company has options to purchase certain equipment for a nominal amount at the end of the lease term. The Company's obligations are secured by the lessors' title to the leased assets for such leases.

        Future minimum payments under lease obligations are as follows:

	December 31, 2019 $
Lease obligations		246,365
Less: amount representing interest		54,343
		192,022
Less: current portion		33,150
		158,872

        Leases includes $58,713 of secured lease obligations.

        Interest expense in connection with lease obligations was $10,451 for the year ended December 31, 2019. Leases are secured by the related asset.

        Payments on future minimum lease payments under the lease obligations required in each of the following five years are as follows:

	Lease liabilities $
2020		44,860
2021		37,550
2022		34,810
2023		53,988
2024		27,270
Thereafter		47,887
		246,365

F-38

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

12. Income taxes

        The effective income tax rates differ from the amount that would be computed by applying the combined federal and provincial statutory income tax rates to loss before income taxes. The reconciliation is as follows:

	Successor						Predecessor
	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $		May 31, 2018 (151 days) $			December 31, 2017 (365 days) $
Loss before income taxes		(609,221	)		(432,661	)		(191,591	)		(139,957	)
Income tax recovery at the combined basic federal and provincial tax rate (26.5% in 2019, 26.5% in 2018 and 26.5% in 2017)		(161,443	)		(114,655	)		(50,772	)		(37,089	)
Decrease (increase) resulting from Permanent differences		8,846			5,276			3,723			(8,134	)
Changes in US statutory tax rate(a)		—			—			—			2,360
Variance between combined Canadian tax rate and the tax rate applicable to U.S. earnings		1,947			1,291			911			—
(Recognition) non-recognition of deferred tax assets		(6,529	)		(1,599	)		11,881			2,718
Other		(389	)		(4,311	)		7,339			1,170
Income tax expense (recovery)		(157,568	)		(113,998	)		(26,918	)		(38,975	)

(a)   Changes in US statutory tax rate

        The US Tax Cuts and Jobs Act ("the Act"), enacted on December 22, 2017, reduced the statutory rate of US federal corporate income tax from 35% to 21%, effective for tax years beginning on January 1, 2018. The impact of the Act is to reduce the value of the US net deferred tax assets by $2,360 as at December 31, 2017.

Deferred income taxes

        Deferred income taxes represent the net tax effect of non-capital tax losses and temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets

F-39

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

12. Income taxes (Continued)

and liabilities. The changes in the periods in the components of the Company's deferred tax assets and liabilities are as follows:

	Balance, beginning of period $			Acquisitions via business combinations(1) $			Foreign exchange $			Recognized in net loss $			Recognized in other comprehensive loss $			December 31, 2019 (365 days) Balance, end of year $
Successor
Deferred tax assets
Non-capital loss carry forwards		142,119			(12,307	)		(4,428	)		90,914			—			216,298
Landfill closure and post-closure obligation		39,962			2,179			(1,322	)		14,053			—			54,872
Accrued liabilities		5,419			(128	)		(260	)		(2,529	)		—			2,502
Other		27,990			14,584			(1,952	)		10,320			—			50,942
		215,490			4,328			(7,962	)		112,758			—			324,614
Less: non-recognition of deferred tax assets		(20,331	)		—			(249	)		20,580			—			—
		195,159			4,328			(8,211	)		133,338			—			324,614
Deferred tax liabilities
Property, plant and equipment		308,985			50,792			(11,784	)		35,370			—			383,363
Intangible assets		664,522			80,973			(11,655	)		(70,417	)		—			663,423
Cash flow hedges		(7,505	)		—			—			(82	)		22,520			14,933
Other		(11,704	)		14			546			7,826			—			(3,318	)
		954,298			131,779			(22,893	)		(27,303	)		22,520			1,058,401
Net deferred income tax liabilities		(759,139	)		(127,451	)		14,682			160,641			(22,520	)		(733,787	)

⁽¹⁾

Acquisitions via business combinations includes ($46,778) of measurement period adjustments to adjust previously reported purchase price allocations completed during 2018.

F-40

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

12. Income taxes (Continued)

	Balance, beginning of period $			Acquisitions via business combinations $			Foreign exchange $			Recognized in net loss $			Recognized in other comprehensive loss $			December 31, 2018 (214 days) Balance, end of year $
Successor
Deferred tax assets
Non-capital loss carry forwards		70,091			33,488			1,058			37,482			—			142,119
Landfill closure and post-closure obligation		12,332			18,420			584			8,626			—			39,962
Accrued liabilities		—			5,219			166			34			—			5,419
Other		1,258			2,658			84			23,990			—			27,990
		83,681			59,785			1,892			70,132			—			215,490
Less: non-recognition of deferred tax assets		(21,930	)		—			—			1,599			—			(20,331	)
		61,751			59,785			1,892			71,731			—			195,159
Deferred tax liabilities
Property, plant and equipment		86,749			199,917			6,319			16,000			—			308,985
Intangible assets		489,653			196,122			6,455			(27,708	)		—			664,522
Cash flow hedges		4,658			—			—			—			(12,163	)		(7,505	)
Other		18,710			141			1,272			(31,827	)		—			(11,704	)
		599,770			396,180			14,046			(43,535	)		(12,163	)		954,298
Net deferred income tax liabilities		(538,019	)		(336,395	)		(12,154	)		115,266			12,163			(759,139	)

F-41

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

12. Income taxes (Continued)

	Balance, beginning of period $			Acquisitions via business combinations $			Recognized in net loss $			Recognized in other comprehensive loss $			May 31, 2018 (151 days) Balance, end of year $
Predecessor
Deferred tax assets
Non-capital loss carry forwards		92,499			802			(23,210	)		—			70,091
Landfill closure and post-closure obligation		12,034			—			298			—			12,332
Other		15,322			53			(14,117	)		—			1,258
		119,855			855			(37,029	)		—			83,681
Less: non-recognition of deferred tax assets		(10,049	)		—			(11,881	)		—			(21,930	)
		109,806			855			(48,910	)		—			61,751
Deferred tax liabilities
Property, plant and equipment		97,287			15,894			(51,209	)		—			61,972
Intangible assets		113,266			27,947			(36,265	)		—			104,948
Cash flow hedges		3,269			—			—			1,389			4,658
Other		10,375			—			9,840			—			20,215
		224,197			43,841			(77,634	)		1,389			191,793
Net deferred income tax liabilities		(114,391	)		(42,986	)		28,724			(1,389	)		(130,042	)

        As at December 31, 2019, the Company had income tax losses of approximately $908,180 ($577,448 as at December 31, 2018) available to carry forward to reduce future years' taxable income. If not utilized, these losses will begin to expire in 2030 and fully expire in 2038.

13. Loss per share

        Basic loss per share amounts are calculated by dividing net loss for the period attributable to equity holders by the weighted average number of shares outstanding during the period.

        Diluted loss per share amounts are calculated by dividing the net loss attributable to equity holders by the weighted average number of shares outstanding during the period plus the weighted average

F-42

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

13. Loss per share (Continued)

number of shares, if any, that would be issued on exercise of stock options, to the extent that they are considered dilutive.

	Successor						Predecessor
	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $			May 31, 2018 (151 days) $			December 31, 2017 $
Net loss		(451,653	)		(318,663	)		(164,673	)		(100,982	)
Weighted average shares outstanding		3,670,357,475			2,674,251,079			571,497,668			569,439,466
Weighted average number of shares on exercise of stock options		—			—			—			—
Diluted weighted average number of shares outstanding		3,670,357,475			2,674,251,079			571,497,668			569,439,466
Loss per share
Basic		(0.12	)		(0.12	)		(0.29	)		(0.18	)
Diluted		(0.12	)		(0.12	)		(0.29	)		(0.18	)

        Diluted loss per share excludes the effects of time-based and performance-based share options that are anti-dilutive.

14. Revenue

	Successor						Predecessor
	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $			May 31, 2018 (151 days) $			December 31, 2017 (365 days) $
Residential		815,270			272,143			135,412			311,100
Commercial/Industrial		1,106,563			340,075			173,163			338,709
Total Collection		1,921,834			612,218			308,575			649,809
Landfill		234,651			76,778			36,974			99,705
Transfer		311,536			98,176			56,428			137,081
Material Recycling		94,329			63,879			39,605			117,715
Other		171,950			46,440			19,582			36,537
Solid Waste		2,734,300			897,491			461,164			1,040,847
Infrastructure and Soild Remediation		540,370			260,800			135,129			261,869
Liquid Waste		385,232			170,155			88,046			172,605
Inter-company Revenue		(313,050	)		(103,649	)		(56,545	)		(142,254	)
		3,346,851			1,224,797			627,794			1,333,067

F-43

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

15. Segment reporting

        The Company's main lines of business are the transporting, managing, and recycling of solid and liquid waste and infrastructure and soil remediation services. The Company is divided into operating segments corresponding to the following lines of business: Solid Waste, which includes hauling, landfill, transfers and material recycling facilities; Infrastructure and Soil Remediation; and Liquid Waste. Financial reporting by each operating segment follows the same accounting policies as those used to prepare the consolidated financial statements. Inter-segment transfers are made at market prices.

        The operating segments are presented in accordance with the same criteria used for the internal report prepared for the chief operating decision-maker who is responsible for allocating the resources and assessing the performance of the operating segments. The chief operating decision-maker assesses the performance of the segments on several factors, including reported revenue, adjusted EBITDA and capital expenditures. The Company's chief operating decision maker is the Chief Executive Officer.

        The Solid Waste segment follows a national internal reporting structure, and each country is considered a separate operating segment by the chief operating decision maker.

        The following is an analysis of the Company's revenue and results from continuing operations by reportable segment. "Adjusted EBITDA" represents the Company's earnings before taxes, interest and other finance costs, depreciation, amortization, deferred purchase consideration, loss (gain) on the sale of property, plant and equipment, (gain) loss on foreign exchange, insurance settlements, share-based payments, and certain acquisition costs:

	December 31, 2019 (365 days)
	Reported revenue $		Adjusted EBITDA $			Capital expenditures $
Successor
Solid waste
Canada		1,011,966		266,235			143,903
USA		1,447,650		404,542			215,158
Infrastructure and soil remediation		534,902		103,747			29,657
Liquid waste		352,333		83,307			42,815
Corporate		—		(32,085	)		26,257
		3,346,851		825,746			457,790

F-44

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

15. Segment reporting (Continued)

	December 31, 2018 (214 days)
	Reported revenue $		Adjusted EBITDA $			Capital expenditures $
Successor
Solid waste
Canada		520,788		143,045			71,599
USA		293,504		58,755			47,156
Infrastructure and soil remediation		258,695		56,371			11,939
Liquid waste		151,810		37,844			14,942
Corporate		—		(13,980	)		14,641
		1,224,797		282,035			160,277

	May 31, 2018 (151 days)
	Reported revenue $		Adjusted EBITDA $			Capital expenditures $
Predecessor
Solid waste
Canada		322,784		80,631			18,406
USA		93,941		17,298			12,789
Infrastructure and soil remediation		133,359		23,373			11,865
Liquid waste		77,710		15,185			4,945
Corporate		—		(9,211	)		4,254
		627,794		127,276			52,259

	December 31, 2017 (365 days)
	Reported revenue $		Adjusted EBITDA $			Capital expenditures $
Predecessor
Solid waste
Canada		703,019		199,081			98,496
USA		230,802		47,290			45,263
Infrastructure and soil remediation		240,346		47,810			16,060
Liquid waste		158,900		30,800			20,080
Corporate		—		(18,445	)		23,242
		1,333,067		306,536			203,141

F-45

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

15. Segment reporting (Continued)

        Adjusted EBITDA reconciles to net loss for the periods presented as follows:

	Successor						Predecessor
	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $			May 31, 2018 (151 days) $			December 31, 2017 (365 days) $
Total segment adjusted EBITDA		825,746			282,035			127,276			306,536
Less
Depreciation and amortization of property, plant and equipment		465,338			178,215			66,304			154,717
Amortization of intangible assets		334,124			127,546			40,861			84,356
Interest and other finance costs		532,220			242,205			127,436			212,683
Share-based payments		14,483			1,960			18,772			5,094
Deferred purchase consideration		2,000			1,000			1,000			2,000
Loss (gain) on sale of property, plant and equipment		1,188			4,714			(82	)		2,802
Mark-to-market loss on fuel hedge		1,045			2,766			—			—
(Gain) loss on foreign exchange		(48,939	)		39,592			16,564			(27,214	)
Other income		—			(75	)		(3,165	)		(19,403	)
Acquisition, integration and other costs		133,507			116,773			51,177			31,458
Current income tax expense		3,073			1,268			1,806			590
Deferred tax recovery		(160,641	)		(115,266	)		(28,724	)		(39,565	)
Net loss		(451,653	)		(318,663	)		(164,673	)		(100,982	)

Geographical information

        Revenues from external customers and non-current assets, excluding deferred tax assets, can be analyzed according to the following geographic areas:

	Successor				Predecessor				Successor
	Reported revenue December 31, 2019 (365 days) $		Reported revenue December 31, 2018 (214 days) $		Reported revenue May 31, 2018 (151 days) $		Reported revenue December 31, 2017 (365 days) $		Non- current assets December 31, 2019 $		Non- current assets December 31, 2018 $
Canada		1,760,767		931,293		533,853		1,102,256		5,804,332		4,529,733
USA		1,586,084		293,504		93,941		230,811		5,099,206		5,860,748
		3,346,851		1,224,797		627,794		1,333,067		10,903,538		10,390,481

F-46

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

15. Segment reporting (Continued)

Goodwill and indefinite life intangible assets by operating segment

        The carrying amount of goodwill and indefinite life intangible assets allocated to the operating segments for impairment testing purposes is as follows:

	December 31, 2019 $		December 31, 2018 $
Solid waste
Canada		1,707,636		1,502,486
USA		3,383,024		3,422,592
Infrastructure and soil remediation		237,753		177,542
Liquid waste		457,500		456,656
		5,785,913		5,559,276

16. Share-based payments

The "2018 Plan"

        During 2018, the Company established a stock option plan (the "2018 Plan") which includes employees of GFL and its subsidiaries as participating members. The Board of Directors of the Company has the discretion to grant options to purchase non-voting shares of the Company to employees of GFL. The exercise price of an option is determined at the discretion of the Board of Directors, subject to the terms of the 2018 Plan. A participant may only exercise or dispose of an option to the extent that the option has vested upon satisfaction of both the applicable time conditions and performance conditions. Unless otherwise determined by the Board of Directors, the options vest in equal annual instalments over a five year period from their respective date of grant, such that 20% of the options will become eligible to vest on the first anniversary of the date of grant, and 1.67% of each option will become eligible to vest on a monthly basis thereafter unless it has lapsed or is otherwise terminated. An option that has satisfied the time conditions will vest on a crystallization event or a liquidity event based on the multiple of invested capital calculated as of such crystallization event or liquidity event. Each option issued under the 2018 Plan will expire 10 years following the grant date.

        The aggregate number of option shares into which all outstanding options may be exercisable at a particular time shall not exceed the product of: (a) the greater of (i) 4.11% of the fully diluted shares at such time (assuming a "target" of 2.0x multiple of invested capital) and (ii) 159,463,329 and (b) a percentage tied to the multiple of invested capital.

        No amounts were paid or are payable by the participants on grant of the option. The options carry neither rights to dividends nor voting rights.

F-47

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

16. Share-based payments (Continued)

Valuation inputs

        The fair value at the grant date was calculated using the Monte Carlo simulation method for the performance based options, with the following assumptions:

	2018 plan
Expected life of options		5 years
Grant date fair value	$	34,507
Grant date share value	$	1.00
Expected volatility		23	%
Expected dividend yield		nil	%
Risk-free interest rate		2.75	%

        Expected volatility was calculated using the daily historical closing values of similar public companies for the period of time prior to the grant date of the equity share option that is equal in length to the equity share options granted by the Company.

Summary of transactions

        Stock option transactions under the 2018 Plan are as follows:

	Weighted average exercise price $		Performance- based options # of shares
Options reserved for issuance				318,936,658
Options outstanding, June 1, 2018		—		—
Options granted to purchase non-voting shares		1.00		303,247,619
Options forfeited		—		—
Options outstanding, December 31, 2018		1.00		303,247,619
Options granted to purchase non-voting shares		1.00		1,150,000
Options forfeited		—		—
Options outstanding, December 31, 2019		1.00		304,397,619

        Under the 2018 Plan, no options vested during the year ended December 31, 2019. As at December 31, 2019, the Company had nil vested and 304,397,619 unvested options outstanding. The share-based payment included in selling, general and administrative expense for the year ended December 31, 2019 totaled $14,483 ($1,960 in the seven month period ended December 31, 2018, and $18,772 in the five months ended May 31, 2018, $5,094 for 2017).

F-48

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

17. Share capital

(a)

Authorized, unlimited number of ordinary common shares, Class A shares, Class B shares, Class C shares, Class D shares, Class E shares, Class F shares, Class H shares, Class I shares, Class J shares and Class K shares.

	#		December 31, 2019 $
Issued and outstanding
Common shares		100		—
Class A shares		1,919,349,331		1,919,349
Class B shares		730,684,357		713,267
Class C shares		114,570,382		106,199
Class D shares		7,000,000		6,837
Class F shares		159,468,329		2,580
Class H shares		451,029,966		440,401
Class I shares		94,112,250		90,867
Class J shares		241,543,200		245,032
		3,717,757,915		3,524,532

        On July 17, 2019, the stated capital of the Class C Shares of the Company was reduced by $3,784 and the stated capital of the Class F Shares was reduced by $156,887. In connection with the reduction of stated capital, the holders of the Class C Shares and Class F Shares repaid loans owing to the Company of $160,671. These loans were initially incurred in connection with the purchase of the Company's shares. The loan of $159,468 was presented as an offset against share capital.

        On September 25, 2019, the Company issued 57,653,200 Class J Non-Voting Common Shares, without par value, in exchange for $61,141 aggregate principal amount of the PIK Notes, plus accrued and unpaid interest outstanding to such date.

F-49

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

17. Share capital (Continued)

        In December 2019, the Company entered into subscription agreements with certain existing shareholders for the issuance of a total of 348,921,912 non-voting shares at a value of $1.00 per share (the "Equity Financing").

	#		December 31, 2018 $
Issued and outstanding
Common shares		100		—
Class A shares		1,919,349,331		1,919,349
Class B shares		730,684,357		714,173
Class C shares		114,570,382		114,279
Class D shares		7,000,000		6,837
Class F shares		157,644,909		—
Class H shares		451,029,966		440,963
Class I shares		94,112,250		90,867
Class J shares		183,890,000		183,890
		3,658,281,295		3,470,358

        During the period ended December 31, 2018, the Company issued 3,395,875,295 shares for $3,207,952 net of issuance costs.

        During the period ended December 31, 2018, the Company issued 90,867,000 Class I shares and 170,339,000 Class J shares with an ascribed value of $261,206 as partial consideration for two acquired businesses.

        During the period ended December 31, 2018, the Company issued 1,200,000 Class C non-voting common shares in the capital of the Company for cash that was loaned to a related party in exchange for a $1,200 loan receivable from a related party (Note 20).

        During the period ended December 31, 2018, the Company has advanced $157,645 to Sejosa Holdings Inc., an entity controlled by one of the Company's shareholders for the purposes of acquiring 157,644,909 Class F non-voting common shares due upon a liquidity event. The advance has been presented as an offset against share capital.

        During the period ended May 31, 2018, the Predecessor issued 2,300,995 Class F shares for $4,625. Additionally the Predecessor issued 1,734,347 Class C shares and 1,925,741 Class D shares for $3,660.

        During the period ended May 31, 2018, the Predecessor redeemed 8,486,921 Class C and 11,572,255 Class D shares issued to Josaud Holdings Inc. an entity controlled by one of the Company's shareholders, for $20,059. Additionally, during the period ended May 31, 2018, the Predecessor redeemed 2,635,129 Class F shares for $5,125.

F-50

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

17. Share capital (Continued)

(b)

Contributed surplus

        The contributed surplus consists of the following:

	$
Predecessor
Balance, December 31, 2016		15,967
Share-based compensation expense (Note 16)		5,094
Balance, December 31, 2017		21,061
Share-based compensation expense (Note 16)		18,772
Contribution of capital		384,240
Balance, May 31, 2018		424,073

	$
Successor
Balance, June 1, 2018		—
Share-based compensation expense (Note 16)		1,960
Balance, December 31, 2018		1,960
Share-based compensation expense (Note 16)		14,483
Balance, December 31, 2019		16,443

18. Changes in non-cash working capital items

	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $			May 31, 2018 (151 days) $			December 31, 2017 (365 days) $
Effects of changes in
Accounts payable and accrued liabilities		13,280			13,235			66,664			44,823
Trade and other receivables, net of allowance		(57,331	)		(38,522	)		(16,823	)		(78,923	)
Prepaid expenses and other assets		(16,246	)		(8,220	)		(5,302	)		1,538
Other liabilities		(14,306	)		—			—			—
Income taxes payable		(261	)		3,235			(200	)		2,404
		(74,864	)		(30,272	)		44,339			(30,158	)

19. Financial instruments and risk management

Fair value measurement

        The carrying value of the Company's financial assets are equal to their fair values. The carrying value of the Company's financial liabilities are equal to their fair values with the exception of the

F-51

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

19. Financial instruments and risk management (Continued)

Company's US dollar senior unsecured and secured notes. The fair value of the Company's US dollar senior unsecured and secured notes was measured using Level 2 valuation techniques. The fair value of the Company's US dollar senior unsecured and secured notes as at December 31, 2019 is $3,092,281 ($1,412,545 at December 31, 2018) and its carrying value is $3,245,190 ($1,524,909 at December 31, 2018).

        The Company uses a discounted cash flow model incorporating observable market data, such as market interest rates and foreign currency forward rates, to estimate the fair value of its derivative instruments and the senior unsecured and secured notes. Certain of the mortgages, finance leases, equipment loans and amount due to related party do not bear interest or bear interest at an amount that is not stated at fair value.

Financial risk management objectives

        As a result of holding and issuing financial instruments, the Company is exposed to liquidity, credit and market risks. The following provides a description of these risks and how the Company manages these exposures.

Credit risk

        Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's principal financial assets that expose it to credit risk are accounts receivable.

        The Company uses historical trends of default, the timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends. The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that accounts receivable that meet either of the following criteria are generally not recoverable:

•

the customer is insolvent; or

•

the Company's relationship with the customer has been severed; and/or

•

the customer's receivable has aged beyond a reasonable period.

        The Company provides credit to its customers in the normal course of its operations. The amounts disclosed in the statement of financial position represent the maximum credit risk and are net of allowance for doubtful accounts, based on management's estimates taking into account the Company's prior experience and its assessment of the current economic environment.

F-52

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

19. Financial instruments and risk management (Continued)

        The following is a breakdown of the trade receivables aging. It does not include holdbacks or unbilled revenue as they are made up of amounts to be received at the end of specific long term contracts.

	December 31, 2019 $		December 31, 2018 $
0 - 60 days		394,894		344,991
60 - 90 days		61,235		52,942
90 + days		86,299		65,553
		542,428		463,486

        In determining the recoverability of trade and other receivables, the Company considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting period.

Liquidity risk

        The Company monitors and manages its liquidity to ensure that it has access to sufficient funds to meet its liabilities when due. Management of the Company believes that future cash flows from operations and the availability of credit under existing bank arrangements is adequate to support the Company's financial liquidity needs for its ongoing operations.

        At December 31, 2019, available sources of liquidity include the Company's revolving credit and swingline facility of $628,000 and US$40,000 of which $nil was drawn as at December 31, 2019 ($199,217 at December 31, 2018).

        The Company has financial liabilities with varying contractual maturity dates. With the exception of long term debt and lease obligations, all of the Company's significant financial liabilities mature in less than one year.

Interest rate risk

        Interest rate risk is the risk that the fair value or future cash flows of a financial liability will fluctuate because of changes in market interest rates. The Company enters into both fixed and floating rate debt, including equipment loans and also leases certain assets with fixed rates.

        The Company's risk management objective is to minimize the potential for changes in interest rates to cause adverse changes in cash flows to the Company. The ratio of fixed to floating rate obligations outstanding is designed to maintain flexibility in the Company's capital structure to adjust to prevailing market conditions.

        At December 31, 2019, the Company had a ratio of fixed to floating rate obligations of approximately 56.4% fixed and 43.6% floating (41.5% at December 31, 2018 fixed, 58.5% floating).

F-53

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

19. Financial instruments and risk management (Continued)

        A 1% change in the interest rate on floating rate obligations would have resulted in a change in the interest expense for the year ended December 31, 2019 of approximately $33,512 based on the balances outstanding as at December 31, 2019 (seven month period ended December 31, 2018 of approximately $21,904, for the five month period ended May 31, 2018 of approximately $15,645, and $7,970 for 2017).

Foreign currency risk

        The Company manages its currency risk in respect of its outstanding U.S. dollar senior unsecured notes with certain cross-currency interest rate swaps. Concurrently with the offering of the 2022 Notes, 2023 Notes, Initial 2026 Notes, the 2027 Notes, and the Secured Notes, the Company entered into cross-currency swaps to receive and pay interest semi-annually at the following rates:

•

5.625% on US$350,000 and 5.28% on $480,375 respectively in order to fully hedge the exposure of servicing the 2022 Notes issued in May 2017;

•

5.375% on US$400,000 and 5.19% on $507,920 respectively in order to fully hedge the exposure of servicing the 2023 Notes issued in February 2018;

•

7.00% on US$400,000 and 7.055% on $519,040 respectively in order to fully hedge the exposure of servicing the Initial 2026 Notes issued in May 2018;

•

8.50% on US$500,000 and 8.419% on $667,750 respectively in order to fully hedge the exposure of servicing the 2027 Notes issued April 2019;

•

8.50% on US$100,000 and 8.399% on $133,550 respectively in order to fully hedge the exposure of servicing the 2027 Notes issued April 2019; and

•

5.125% on US$500,000 and 5.725% on $662,250 respectively in order to fully hedge the exposure of servicing the Secured Notes issued December 2019.

        These cross-currency swaps eliminate the impact of changes in the value of the U.S. dollar between the date of issuance of the 2022 Notes, the 2023 Notes, the 2026 Notes, the 2027 Notes, and the Secured Notes and their respective maturity dates. At their respective maturity dates, the Company will pay the total of all the cross-currency swaps by paying the following amounts:

•

For the 2022 Notes, at maturity on May 1, 2022 the Company will pay $480,375 in exchange for US$350,000;

•

For the 2023 Notes, at maturity on March 1, 2023 the Company will pay $507,920 in exchange for US$400,000;

•

For the Initial 2026 Notes, at maturity on June 1, 2026 the Company will pay $519,040 in exchange for US$400,000;

•

For the 2027 Notes, at maturity on May 1, 2027 the Company will pay $801,300 in exchange for US$600,000; and

F-54

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

19. Financial instruments and risk management (Continued)

•

For the Secured Notes, at maturity on December 15, 2026 the Company will pay $662,250 in exchange for US$500,000.

        The Company fully redeemed a previous note offering in 2018. The Company had entered into cross-currency interest rate swaps concurrently with the offering of the notes, which continued to be in place after the redemption of the notes. As a result of the redemption, the Company discontinued the use of hedge accounting. The Company entered into an offset swap to receive and pay interest semi-annually at 9.312% on $648,800 and 9.875% on US$500,000 respectively in order to fully hedge this exposure.

        In addition, the Company has exposure to foreign currency risk on its US Term Loan Facility due May 31, 2025. The Company manages a portion of this exposure with cash flow from its US operations and the Company entered into US$450,000 in cross-currency swaps to hedge the impact of changes in the value of the U.S. dollar between the date of issuance of the Term Loan Facility and Term Loan Facility maturity date of May 31, 2025, as adjusted for the mandatory repayments required under the Term Loan Facility. At maturity, the Company will have paid a total of $583,920 in exchange for US$450,000.

        These cross-currency swaps have been designated at inception and accounted for as cash flow hedges. A gain, net of tax, in the fair value of derivatives designated as cash flow hedges in the amount of $61,166 has been recorded in other comprehensive income (loss) for the year ended December 31, 2019 (loss, net of tax in the amount of $33,523 for the seven month period ended December 31, 2018, a gain of $3,821 for the five month period ended May 31, 2018, and a gain of $12,001 at December 31, 2017).

Commodity risk

        The Company uses diesel fuel option agreements to manage a portion of its exposure to fluctuations in diesel fuel prices. The fair value of the Company's fuel commodity contracts were obtained from dealer quotes. This value represents the estimated amount the Company would receive or pay to terminate the commodity contracts, taking into consideration the difference between the contract value of the fuel volume and values at the valuation date quoted for agreements of similar term and maturity.

        The fair value of the agreements represented a current liability of approximately $640 as of December 31, 2019 ($406 as at December 31, 2018). The Company recognized an expense for changes in the fair value of the fuel contracts within its consolidated statements of operations of $1,045 for the year ended December 31, 2019 ($2,766 for the seven month period ended December 31, 2018, nil for the five month period ended May 31, 2018, and nil for December 31, 2017).

Capital management

        The Company defines capital that it manages as the aggregate of its shareholders' equity and long-term debt net of cash.

F-55

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

19. Financial instruments and risk management (Continued)

        The Company makes adjustments to its capital based on the funds available to the Company in order to support the ongoing operations of the business and in order to ensure that the entities in the Company will be able to continue as going concerns, while maximizing the return to stakeholders through the optimization of the debt and equity balances.

        The Company manages its capital structure, and makes adjustments to it in light of changes in economic conditions. In order to maintain or modify the capital structure, the Company may arrange new debt with existing or new lenders, or obtain additional financing through other means.

        Management reviews its capital management approach on an ongoing basis and believes that this approach, given the size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the year ended December 31, 2019 and year ended December 31, 2018.

20. Related party transactions

        Included in due from shareholder at December 31, 2018 was a loan receivable of $1,200 from Patrick Dovigi, one of the Company's shareholders, for the purpose of acquiring 1,200,000 Class C non-voting common shares in the capital of the Company. On July 17, 2019, Patrick Dovigi and certain of his affiliates repaid loans owing to the Company of $160,671. These loans were initially incurred in connection with the purchase of the Company's shares. Following repayment of these loans owing to the Company, there are no outstanding loans of Patrick Dovigi and his affiliates owing to the Company for the purpose of the acquisition of the Company's shares.

        Included in due to related party is a non-interest bearing promissory note payable to Josaud Holdings Inc., an entity controlled by one of the Company's shareholders. The note is being repaid in instalments of $3,500 every six months. These transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Compensation of key management personnel

        The remuneration of key management personnel consisted of salaries, short-term benefits and share based payments. During the year ended December 31, 2019 total salaries and short-term benefits and share based payments to key management personnel was $3,883 (seven month period ended December 31, 2018 and five month period ended May 31, 2018 was $59,326).

21. Commitments and contingencies

(a)

Performance bonds

In the normal course of business, the Company is required to provide performance bonds in respect of certain contracts which guarantee payment for labour, material and services in the event of a default by the Company.

F-56

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

21. Commitments and contingencies (Continued)

The Company has executed indemnity agreements in favour of the surety of these bonds. As at December 31, 2019, the aggregate contract limit for the bonds totaled $778,642 ($579,820 at December 31, 2018).

(b)

Contingent liabilities

In the normal course of business activities, the Company is subject to a number of claims and legal actions that may be made by customers, suppliers or others. Though the final outcome of actions outstanding or pending at the year-end is not determinable, management believes the resolutions will not have a material effect on the financial position, statement of operations or cash flow of the Company.

(c)

Other income

In November 2017, the Company received $19,403 in cash on the settlement with the insurer of the Company's claim under the representation and warranty insurance policy issued on the closing of an acquisition in the USA solid waste operating segment that occurred in September 2016.

22. Expenses by nature

        The Company's expenses by nature are as follows:

	Successor					Predecessor
	December 31, 2019 (365 days) $			December 31, 2018 (214 days) $		May 31, 2018 (151 days) $			December 31, 2017 (365 days) $
Employee benefits		1,022,482			383,690		206,991			409,424
Transfer and disposal costs		873,524			314,620		161,267			348,009
Interest and other finance costs		532,220			242,205		127,436			212,683
Depreciation and amortization of property, plant and equipment		465,338			178,215		66,304			154,717
Amortization of intangible assets		334,124			127,546		40,861			84,356
Other expense		286,406			116,890		61,960			118,706
Acquisition, integration and other costs		133,507			116,773		51,177			31,458
Maintenance and repairs		183,802			65,432		31,933			67,456
Fuel costs		155,937			64,822		35,202			63,533
(Gain) loss on foreign exchange		(48,939	)		39,592		16,564			(27,214	)
Share-based payments		14,483			1,960		18,772			5,094
Loss (gain) on sale of property, plant and equipment		1,188			4,714		(82	)		2,802
Deferred purchase consideration		2,000			1,000		1,000			2,000
Total expenses by nature		3,956,072			1,657,458		819,385			1,473,024

F-57

GFL Environmental Holdings Inc.

Notes to the consolidated financial statements (Continued)

December 31, 2019

(In thousands of Canadian dollars except share amounts or as otherwise noted)

23. Events after the reporting period

        Effective January 1, 2020, the Company acquired all of the interests of County Waste of Virginia, LLC and its subsidiaries. The $630,112 (US$485,000) aggregate consideration payable in connection with the acquisition consisted of approximately $578,144 (US$445,000) in cash and the issuance of 41,873,600 Class I Non-Voting Shares issued at a value of $1.25 per share. The Company has not yet finalized its determination of the fair value of the acquired assets and liabilities.

        On January 31, 2020 and February 4, 2020, the Company issued a total of 348,921,912 Non-Voting Shares to its existing shareholders for aggregate cash consideration of $348,921 (US$264,715), representing a value of $1.00 per share.

        Effective February 1, 2020, the Company acquired all of the interests of American Waste Inc. and its subsidiaries. The $502,854 (US$380,000) aggregate consideration payable in connection with the acquisition consisted of approximately $476,388 (US$360,000) in cash and the issuance of 21,092,000 Class J Non-Voting Shares issued at a value of $1.25 per share. The Company has not yet finalized its determination of the fair value of the acquired assets and liabilities.

F-58

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Consolidated Financial Statements

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

	Page(s)
Reports of Independent Auditors		F-60 - F-63
Consolidated Financial Statements
Balance Sheets		F-64
Statements of Operations		F-65
Statements of Shareholder's Equity (Deficit) and Noncontrolling Interests		F-66
Statements of Cash Flows		F-67 - F-68
Notes to Consolidated Financial Statements		F-69 - F-109

F-59

Report of Independent Auditors

To the Management of
Wrangler Super Holdco Corp.

        We have audited the accompanying consolidated financial statements of Wrangler Super Holdco Corp. and its subsidiaries (Successor), which comprise the consolidated balance sheets as of November 13, 2018 and December 31, 2017, and the related consolidated statements of operations, of shareholder's equity (deficit) and noncontrolling interests and of cash flows for the period from January 1, 2018 to November 13, 2018 and September 28, 2017 to December 31, 2017.

Management's Responsibility for the Consolidated Financial Statements

        Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

        Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

        An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Wrangler Super Holdco Corp. and its subsidiaries (Successor) as of November 13, 2018 and December 31, 2017, and the results of their operations and their cash flows for the period from January 1, 2018 to November 13, 2018 and September 28, 2017 to December 31, 2017 in accordance with accounting principles generally accepted in the United States of America.

F-60

Emphasis of Matter

        As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for restricted cash in the statement of cash flows in 2018. Our opinion is not modified with respect to this matter.

Raleigh, North Carolina
June 17, 2019

F-61

Report of Independent Auditors

To the Management of
Wrangler Super Holdco Corp.

        We have audited the accompanying consolidated statements of operations, of shareholder's equity (deficit) and noncontrolling interests and of cash flows of Marlin Intermediate HoldCo Inc. and its subsidiaries (Predecessor) for the period from January 1, 2017 to September 27, 2017 and the year ended December 31, 2016.

Management's Responsibility for the Consolidated Financial Statements

        Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

        Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

        An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Marlin Intermediate Holdco Inc. and its subsidiaries for the period of January 1, 2017 to September 27, 2017 and the year ended December 31, 2016 in accordance with accounting principles generally accepted in the United States of America.

F-62

Emphasis of Matter

        As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for restricted cash in the statement of cash flows in 2018. Our opinion is not modified with respect to this matter.

Raleigh, North Carolina
June 17, 2019

F-63

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Consolidated Balance Sheets

November 13, 2018 and December 31, 2017

(in thousands, except share data)	2018		2017
	(Successor)		(Successor)
Assets
Current assets
Cash and cash equivalents	$	10,580	$	21,005
Accounts receivable—trade, net		78,656		51,366
Accounts receivable—other		4,873		3,671
Income taxes receivable		2,203		—
Spare parts, supplies, and fuel		2,044		1,581
Prepaid insurance		4,997		4,021
Derivative assets		1,571		1,670
Acquisition-related receivables		93		—
Other current assets		4,486		4,557
Total current assets		109,503		87,871
Property and equipment, net		800,843		741,782
Goodwill		1,274,680		1,189,431
Tradenames		140,200		136,000
Intangible assets, net		184,931		190,478
Deferred finance charges, net		4,368		5,049
Investments in real estate		7,710		7,710
Derivative assets		309		4,523
Restricted cash		2,964		2,677
Other noncurrent assets		8,055		7,088
Total assets	$	2,533,563	$	2,372,609
Liabilities, Redeemable Preferred Shares and Shareholder's Equity
Current liabilities
Accounts payable—trade	$	31,594	$	29,561
Acquisition-related liabilities		3,254		11,346
Accrued liabilities and other payables		13,800		10,842
Current maturities of long-term debt		10,970		9,254
Accrued wages and benefits		19,539		13,951
Closure/postclosure liabilities		1,207		4,355
Income taxes payable		—		1,198
Current derivative liabilities		—		586
Reserve for self-insurance		6,923		4,467
Deferred revenue		38,807		32,336
Total current liabilities		126,094		117,896
Long-term debt, net of current maturities		1,291,201		1,449,003
Deferred income taxes		179,356		169,573
Liabilities for uncertain tax positions		278		278
Closure/postclosure liabilities		56,025		51,312
Other long-term liabilities		26,414		23,712
Commitments and contingencies (Note 14)
Series A redeemable preferred shares, $0.01 par value; 250,000 shares authorized, 100,536 and nil shares issued and outstanding, includes accrued and undeclared dividends of $20,533 and nil, and liquidation preference of $332,458 and nil, as of November 13, 2018 and December 31, 2017, respectively		366,546		—
Shareholder's equity
Common stock, $0.01 par value—200,000 shares authorized, 100,639 and 100,000 shares outstanding at November 13, 2018 and December 31, 2017, respectively		1		1
Paid-in capital		487,648		484,236
Accumulated earnings		—		76,598
Total shareholder's equity		487,649		560,835
Total liabilities, redeemable preferred shares and shareholder's equity	$	2,533,563	$	2,372,609

The accompanying notes are an integral part of these consolidated financial statements.

F-64

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Consolidated Statements of Operations

For the Period From January 1, 2018 to November 13, 2018 (Successor), the Periods From
September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017
(Predecessor) and the Year Ended December 31, 2016 (Predecessor)

	(Successor)						(Predecessor)
(in thousands)	Period From January 1, 2018 to November 13, 2018			Period From September 28, 2017 to December 31, 2017			Period From January 1, 2017 to September 27, 2017			Year Ended December 31, 2016
Revenues
Service revenues	$	654,463		$	173,606		$	489,434		$	614,632
Equipment sales		935			149			617			642
Total revenues		655,398			173,755			490,051			615,274
Operating costs and expenses
Operating expenses (exclusive of depreciation and amortization shown below)		409,008			103,909			295,592			374,392
Cost of equipment sales		476			73			310			362
Selling, general, and administrative		60,374			16,169			46,901			60,062
Litigation settlement		—			—			5,060			—
Depreciation and amortization		143,277			40,669			59,666			73,389
Impairment of property and equipment		603			—			4,224			14,171
Transaction costs		4,851			13,297			616			688
Gain on sale of property and equipment		(35	)		(115	)		(968	)		(1,181	)
Total operating costs and expenses		618,554			174,002			411,401			521,883
Operating (loss)/income		36,844			(247	)		78,650			93,391
Other expense/(income)
Interest expense		61,471			22,090			25,230			33,498
Interest income		(18	)		(15	)		(16	)		(26	)
Debt extinguishment costs		—			—			—			1,040
Other expense/(income), net		(168	)		991			(700	)		(530	)
Other expense, net		61,285			23,066			24,514			33,982
Income/(loss) before income taxes		(24,441	)		(23,313	)		54,136			59,409
Income tax (benefit)/expense		(6,125	)		(99,911	)		18,151			19,943
Net income/(loss)		(18,316	)		76,598			35,985			39,466
Less income attributable to noncontrolling interests		—			—			(97	)		(106	)
Net income/(loss) attributable to shareholders	$	(18,316	)	$	76,598		$	35,888		$	39,360

The accompanying notes are an integral part of these consolidated financial statements.

F-65

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Consolidated Statements of Shareholder's Equity (Deficit) and Noncontrolling Interests

For the Period From January 1, 2018 to November 13, 2018 (Successor), the Periods From
September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017
(Predecessor) and the Year Ended December 31, 2016 (Predecessor)

	Common Stock
																		Total Shareholder's Deficit and Noncontrolling Interests
	Shares
(Predecessor) (in thousands, except per share amounts)							Paid-In Capital		Accumulated Deficit			Total Shareholder's Deficit			Noncontrolling Interests
	Authorized		Outstanding		Amount
Balances at December 31, 2015		1		1	$	—	$	439,574	$	(499,367	)	$	(59,793	)	$	1,351		$	(58,442	)
Net income		—		—		—		—		39,360			39,360			106			39,466
Cash dividends paid ($29,928 per share)		—		—		—		—		(29,928	)		(29,928	)		(72	)		(30,000	)
Share-based compensation expense		—		—		—		750		—			750			1			751
Balances at December 31, 2016		1		1		—		440,324		(489,935	)		(49,611	)		1,386			(48,225	)
Net income		—		—				—		35,888			35,888			97			35,985
Cash dividends paid ($82,558 per share)		—		—				—		(82,558	)		(82,558	)		—			(82,558	)
Share-based compensation expense		—		—				150		—			150			357			507
Balances at September 27, 2017	$	1	$	1	$	—	$	440,474	$	(536,605	)	$	(96,131	)	$	1,840		$	(94,291	)

	Common Stock
	Shares
(Successor) (in thousands, except per share amounts)							Paid-In Capital			Accumulated Earnings			Total Shareholder's Equity
	Authorized		Outstanding		Amount
Balances at September 28, 2017		—		—	$	—	$	—		$	—		$	—
Share issuance		100		100		1		484,170			—			484,171
Net income		—		—		—		—			76,598			76,598
Share-based compensation expense		—		—		—		66			—			66
Balances at December 31, 2017		100		100		1		484,236			76,598			560,835
Net loss		—		—		—		—			(18,316	)		(18,316	)
Deemed capital contribution related to extinguishment of PIK Notes		—		—		—		33,067			—			33,067
Accretion of preferred stock to redemption value		—		—		—		(34,836	)		(37,749	)		(72,585	)
Series A preferred stock dividend ($204.23 per share)		—		—		—		—			(20,533	)		(20,533	)
Share issuance		100		1		—		4,422			—			4,422
Share-based compensation expense		—		—		—		759			—			759
Balances at November 13, 2018		200		101	$	1	$	487,648		$	—		$	487,649

The accompanying notes are an integral part of these consolidated financial statements.

F-66

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Consolidated Statements of Cash Flows

For the Period From January 1, 2018 to November 13, 2018 (Successor), the Period From
September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017
(Predecessor) and the Year Ended December 31, 2016 (Predecessor)

	(Successor)						(Predecessor)
	Period From January 1, 2018 to November 13, 2018			Period From September 28, 2017 to December 31, 2017			Period From January 1, 2017 to September 27, 2017
										Year Ended December 31, 2016
(in thousands)
Cash flows from operating activities
Net income (loss)	$	(18,316	)	$	76,598		$	35,985		$	39,466
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization		143,277			40,669			59,666			73,389
Landfill accretion expense		4,048			1,125			2,794			3,649
Amortization of debt issuance costs		5,726			1,488			2,956			3,541
PIK note interest		10,377			8,764			—			—
Payment on PIK note interest		(3,893	)		—			—			—
Amortization of debt discount		385			85			—			—
Write-off of debt issuance costs		—			—			—			1,040
Impairment of property and equipment		603			—			4,224			14,171
Gain on sale of property and equipment		(35	)		(115	)		(968	)		(1,181	)
Stock compensation expense		759			66			507			751
Deferred income taxes		(5,317	)		(101,109	)		10,712			7,374
Change in fair value of derivatives		(13,523	)		(4,375	)		1,177			171
Provision for bad debt expense		2,621			532			1,680			1,803
Changes in operating assets and liabilities—net of effects from acquisitions:
Receivables		(23,791	)		5,571			(9,480	)		(8,479	)
Prepaid expenses and other current assets		441			297			1,757			116
Other assets		14,369			1,069			(1,002	)		2,279
Accounts payable, accrued liabilities, and other current liabilities		8,374			8,867			(2,716	)		(2,120	)
Deferred revenue and other liabilities		(1,851	)		(2,464	)		1,219			(1,297	)
Net cash provided by operating activities		124,254			37,068			108,511			134,673
Cash flows from investing activities
Acquisition of Waste Industries (Predecessor), net of cash and restricted cash acquired		—			(1,821,341	)		—			—
Acquisitions of operations, net of cash acquired		(168,469	)		(15,141	)		(15,801	)		(22,811	)
Settlement of acquisition consideration withheld		(16,980	)		(349	)		(1,589	)		(697	)
Purchases of property and equipment		(87,587	)		(9,975	)		(92,155	)		(92,035	)
Proceeds from sale of property and equipment		1,861			679			2,421			2,853
Net cash used in investing activities		(271,175	)		(1,846,127	)		(107,124	)		(112,690	)
Cash flows from financing activities
Borrowings on long-term debt		320,000			1,474,296			293,000			61,000
Repayments on long-term debt		(180,886	)		(15,587	)		(200,506	)		(66,444	)
Issuance of shares		—			421,825			—			—
Financing costs		(2,331	)		(47,793	)		—			(3,955	)
Cash distributions		—			—			(82,558	)		(75,000	)
Other		—			—			—			(142	)
Net cash provided by/(used in) financing activities		136,783			1,832,741			9,936			(84,541	)
Net increase/(decrease) in cash, cash equivalents and restricted cash		(10,138	)		23,682			11,323			(62,558	)
Cash, cash equivalents, and restricted cash, beginning of period		23,682			—			9,272			71,830
Cash, cash equivalents and restricted cash, end of period	$	13,544		$	23,682		$	20,595		$	9,272
Supplemental disclosures of cash flow information
Cash paid for interest—net of interest capitalized	$	56,492		$	10,516		$	24,398		$	28,216
Cash paid/(received) for income taxes	$	529		$	(482	)	$	6,797		$	18,148
Cash paid to settle asset retirement obligations	$	6,230		$	1,434		$	2,188		$	1,825

The accompanying notes are an integral part of these consolidated financial statements.

F-67

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Consolidated Statements of Cash Flows (Continued)

For the Period From January 1, 2018 to November 13, 2018 (Successor), the Period From
September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017
(Predecessor) and the Year Ended December 31, 2016 (Predecessor)

Supplemental schedule of noncash investing and financing transactions

        In April 2018, the Company extinguished $310,247 of PIK Notes, including $15,247 of paid in kind interest and net of unamortized discounts of $5,430. The PIK notes were exchanged for $271,750 of preferred shares and a deemed capital contribution of $33,067.

        During the period from January 1, 2018 to November 13, 2018, the Company increased the Series A preferred stock balance with accrued dividends of $20,533 and additional accretion to redemption value of $72,585.

        During the period from January 1, 2018 to November 13, 2018, the Company issued $1,678 of series A preferred stock and $4,422 of common stock as noncash equity consideration in the acquisition of a business.

        During the period from September 28, 2017 to December 31, 2017, approximately $62,346 of noncash equity was contributed as part of the Company's initial capitalization and used to fund the acquisition of Waste Industries.

        During the period from September 28, 2017 to December 31, 2017, approximately $30,604 of PIK Notes (net of discount) were issued as noncash consideration in the acquisition of Waste Industries.

        In April 2016, the Company purchased land with the issuance of notes payable to the seller totaling $1,800.

        As of November 13, 2018, December 31, 2017, September 27, 2017 and December 31, 2016, approximately $3,959, $3,882, $805 and $2,582, respectively, of fixed asset additions were included in accounts payable and accrued liabilities.

        As of November 13, 2018, December 31, 2017, September 27, 2017 and December 31, 2016, approximately $3,254, $161, $1,061 and $1,575 of deferred purchase price, excluding the Waste Industries Acquisition, is included in acquisition liabilities.

        As of December 31, 2017, approximately $11,185, respectively, of deferred purchase price relating to the Waste Industries Acquisition is included in acquisition liabilities.

F-68

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies

Business Operations

        Wrangler Super Holdco Corp. and its wholly owned subsidiaries (dba Waste Industries USA) is a regional solid waste services company providing solid waste collection, transfer, recycling, processing, and disposal services with operations in North Carolina, South Carolina, Georgia, Tennessee, Virginia, Maryland, Delaware and Colorado.

Waste Industries USA Acquisition

        On September 28, 2017, Wrangler Super Holdco Corp., through its wholly owned subsidiary Wrangler Buyer LLC acquired all of the outstanding common shares of Waste Industries USA, Inc. (the "Waste Industries Acquisition").

        Immediately following the Waste Industries Acquisition, the acquiree, Waste Industries USA, Inc., was converted into a limited liability company, Waste Industries USA LLC. Wrangler Super Holdco Corp. is the parent of Waste Industries USA LLC.

        The "Predecessor" refers to Marlin Intermediate Holdco Inc., the parent of Waste Industries USA, Inc. prior to the Waste Industries Acquisition. Subsequent to the Waste Industries Acquisition, Wrangler Super Holdco Corp. and its subsidiaries are collectively referred to as the "Successor". Accordingly, the accompanying consolidated financial statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the Waste Industries Acquisition. The "Company" refers to Marlin Intermediate Holdco Inc. and its subsidiaries during the Predecessor period and Wrangler Super Holdco Corp. and its subsidiaries during the Successor period. The Predecessor and Successor periods have been separated by a black line on the face of the consolidated financial statements and applicable footnotes to highlight the fact that the financial information for such periods has been prepared under two different historical cost basis of accounting. The Waste Industries Acquisition and related transactions have been reflected as if they had occurred at the beginning of business September 28, 2017.

        Approximately $9,688 of debt extinguishment costs, $9,444 of stock based compensation expense and $754 of other transaction expenses are not shown in either the Predecessor or Successor periods. These expenses were contingent upon the successful completion of the Waste Industries Acquisition.

        The total consideration for the Waste Industries Acquisition, inclusive of a subsequent working capital adjustment, was $1,928,102, including cash consideration of $1,821,341 (net of cash and restricted cash acquired of $6,481and $2,626, respectively), $62,346 of noncash consideration in the form of an equity rollover by Predecessor management owners and $30,604 of PIK Notes issuance. Approximately $11,185 of additional consideration was deferred as an acquisition liability. The total purchase price was funded by equity contributions and borrowings under our Successor Credit Agreement, Successor Senior Unsecured Notes and PIK Notes. The Waste Industries Acquisition was

F-69

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

accounted for under the purchase method of accounting in accordance with provisions for and disclosures of business combinations. Accordingly, the assets acquired and the liabilities assumed have been recorded at fair value. Fair values were estimated by the Company's management based on information currently available and current assumptions to future operations.

        The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed:

	Period From September 28, 2017 to December 31, 2017
	(Successor)
Tangible assets (liabilities) acquired at fair value:
Cash	$	6,481
Accounts receivable and other receivables		60,046
Property and equipment		401,624
Landfills and associated land		357,465
Asset retirement obligations		(55,026	)
Deferred taxes		(270,731	)
Prepaid expenses and other current assets		9,279
Restricted cash		2,626
Other long term assets		19,834
Deferred revenue and other liabilities		(110,665	)
Net tangible assets acquired at fair value		420,933
Intangible assets acquired at fair value:
Goodwill		1,184,636
Customer relationships		192,000
Trade Names		136,000
Other intangible assets		1,014
Total intangible assets acquired at fair value		1,513,650
Total acquisition purchase price		1,934,583
Deferred purchase price		(11,185	)
Noncash equity contribution		(62,346	)
PIK Notes		(30,604	)
Total cash paid for acquisitions	$	1,830,448

F-70

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

        The goodwill of $1,184,636 arising from the Waste Industries Acquisition primarily resulted from the purchase price exceeding the fair value of the net assets acquired. Approximately $698,341 of goodwill is not deductible for income tax purposes. The Company incurred acquisition expenses of $13,297 during the period of September 28, 2017 to December 31, 2017 (Successor) related to the Waste Industries Acquisition. Acquisition-related costs were expensed as incurred, and are included in the Statements of Operations as Transaction Costs.

        Accounts receivable and other receivables are shown at fair value in the table above. The gross contractual value of receivables acquired is $61,182, shown net of $1,136 of cash flows the Company does not expect to collect.

        See note 2 for further disclosures related to other business acquisitions.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated.

Significant Accounting Policies

        The Company's significant accounting policies are summarized below:

Use of Estimates

        The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Material estimates that are particularly susceptible to significant change in the near term relate to self-insurance reserves, share-based compensation, fair value of derivative financial instruments, uncertain tax positions, closure/post closure liabilities, intangible assets, and assumptions used in testing the recoverability of goodwill and property and equipment. Certain estimates and assumptions, including anticipated future cash flows, discount rates, useful lives of assets, market conditions and other items were used in determining the fair value of assets acquired and liabilities assumed. Actual results could differ from these estimates.

Cash and Cash Equivalents

        For the purposes of presentation in the consolidated financial statements, cash equivalents include highly liquid investments with original maturities of three months or less.

F-71

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

Allowance for Doubtful Accounts

        The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The estimated allowance for doubtful accounts is based upon historical collection trends; type of customer, such as municipal or non-municipal; the age of the outstanding receivables; and existing economic conditions. The allowance for doubtful accounts was $1,691 and $1,290 as of November 13, 2018 and December 31, 2017, respectively.

        If the financial conditions of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required.

Concentrations of Credit Risk

        Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and derivative agreements. Credit risk on accounts receivable is minimized as a result of the large and diverse nature of the Company's customer base. No single customer accounted for more than 3% of revenues for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 28, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor). One customer accounted for approximately 3% and 4% of the net trade accounts receivable balance as of November 13, 2018 and December 31, 2017, respectively. The Company does not believe that the loss of any single customer would have a material adverse effect on its consolidated results of operations or financial position.

        The Company is exposed to credit losses in the event of nonperformance by counterparties to certain commodity hedge and interest rate agreements (see Note 11). The Company anticipates that the counterparties will be fully able to satisfy their obligations under the contracts. The Company does not obtain collateral or other security to support financial instruments subject to credit risk, but the Company does monitor the credit standing of counterparties.

Spare Parts, Supplies and Fuel

        Spare parts, supplies and fuel consist of operating materials and supplies held for use and are stated at the lower of cost or market on a first-in, first-out basis.

F-72

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

Property and Equipment

        Property and equipment are stated at cost. Depreciation and amortization expense are calculated using the straight-line method. Estimated useful lives are as follows:

Land improvements	7 years
Machinery and equipment	5 - 10 years
Collection vehicles	7 - 12 years
Containers and compactors	8 - 10 years
Furniture, fixtures, and office equipment	3 - 7 years
Buildings	30 years

        Landfill permitting, acquisition, and preparation costs are amortized using a units-of-consumption method as permitted airspace of the landfill is consumed. In some circumstances, the Company includes airspace that is not currently permitted but is part of an expansion effort in its estimate of available airspace. To do so, the following criteria must be met:

•

The land where the expansion is being sought is contiguous to the current disposal site and is either owned by the Company or the property is under an option, purchase, operating, or other agreement.

•

Total development costs, final capping costs, and closure/post closure costs have been determined.

•

Internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial operational impact.

•

Internal or external personnel are actively working to obtain the necessary approvals to obtain the landfill expansion permit.

•

Obtaining the expansion is considered probable. For a pursued expansion to be considered probable there must be no significant known technical, legal, community, business, or political restrictions or similar issues existing that could impair the success of the expansion.

•

The land where the expansion is being sought has the proper zoning or proper zoning can readily be obtained.

        Landfill permitting and preparation costs represent only direct costs related to these activities, including legal, engineering, and construction. Landfill preparation costs include the costs of construction associated with excavation, liners, site berms, and the installation of leak detection and leachate collection systems. Interest is capitalized on landfill permitting and construction projects and other projects under development while the assets are undergoing activities to ready them for their intended use. The interest capitalization rate is based on the Company's weighted-average cost of

F-73

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

indebtedness. Interest capitalized for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), was $229, $37, $276 and $491, respectively. In determining the amortization rate for a landfill, preparation costs include the total estimated costs to complete construction of the landfill's permitted and probable to be permitted capacity. Units-of-consumption amortization rates are determined annually. The rates are determined by management, based on estimates provided by the Company's internal and third-party engineers. Management considers information provided by surveys that are performed at least annually.

        Direct costs related to the development of specific landfill sites are capitalized if the land on which the site is being developed is either owned by the Company or is under an option, purchase, operating, or other agreement, and it is probable that the Company will obtain the required permits to operate the landfill. Indirect costs are expensed as incurred.

        Management routinely reviews its investment in operating landfills to determine whether the costs of these investments are realizable. Judgements regarding the existence of impairment indicators are based on regulatory factors, market conditions, and operational performance of the Company's landfills.

        The costs of maintenance and repairs are expensed as incurred. Improvements and betterments that add new functionality or extend the useful life of the asset are capitalized.

Intangible Assets

        Indefinite lived intangible assets primarily consist of goodwill and trade names acquired in business combinations.

        The Company operates as one reporting unit based on its current reporting structure. The Company performs an annual goodwill and indefinite lived intangibles impairment test based on the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, Intangibles—Goodwill and Other. Periodically, the Company analyzes whether events have occurred that would more likely than not reduce its enterprise fair value below its carrying amount and, if necessary, will perform a goodwill and indefinite lived impairment test between annual dates. Impairment charges are recognized as operating expenses. The Predecessor's annual assessment date was July 31. The Company completed its annual impairment assessment as of July 31, 2017, and determined that there was no impairment. The Successor completed its annual impairment assessment as of November 13, 2018 and December 31, 2017, and determined that there was no impairment.

        Definite lived intangible assets primarily consist of customer relationships. Intangible assets with a definite life are amortized over their expected lives, typically 5 to 20 years (see Note 4), on a straight-line or accelerated basis to match the economic benefit received.

F-74

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

Restricted Cash

        Restricted cash consists primarily of funds held in trust for the payment of post closure obligations related to the Grady Road municipal solid waste landfill, located in Rockmart, Georgia. Restricted cash is included in other noncurrent assets in the Company's consolidated balance sheets. Restricted cash was $2,964 and $2,677 as of November 13, 2018 and December 31, 2017, respectively.

        During 2018, the Company adopted Accounting Standard Update No. 2016-18 which requires the statement of cash flows to include restricted cash along with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.

Deferred Finance Charges

        Included in other noncurrent assets and long-term debt are debt issue costs relating to borrowings (see Note 5). Debt issue costs are amortized to interest expense over the life of the related debt. Deferred finance charge amortization was $5,726, $1,488, $2,956 and $3,541 for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively.

        During 2016, the Company adopted FASB Accounting Standard Update No. 2015-03 which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated term debt. The Company adopted this guidance effective January 1, 2016. See Note 5.

Derivative Financial Instruments

        The Company utilizes interest rate agreements (swaps, caps and floors) to manage a portion of its risks related to fluctuations in interest rates. The Company's current interest rate agreements are not designated as accounting hedges; accordingly, the Company recognizes changes in the fair value of these instruments as a component of interest expense in its consolidated statements of operations. The Company has utilized commodity contracts to hedge its cash received from the sale of old corrugated cardboard (OCC). The OCC contracts are not currently designated as accounting hedges, so the Company recognizes changes in the fair value of the commodity contracts as service revenue in its consolidated statements of operations.

        The Company utilizes heating oil and diesel fuel option agreements to manage a portion of its exposure to fluctuations in diesel fuel prices. The fuel contracts are not currently designated as accounting hedges, so the Company recognizes changes in the fair value of the commodity contracts as fuel expense in its consolidated statements of operations.

F-75

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

        The Company currently has no derivatives designated as cash flow hedges. All cash flows associated with derivatives are included within cash flows from operating activities. See Note 11 for further disclosures related to the Company's use of derivatives.

Asset Impairment

        The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. If an evaluation is required, the projected future net cash flows on an undiscounted basis would be compared to the carrying value of the long-lived assets. If an impairment is indicated, the amount of the impairment is measured based on the fair value of the asset. The remaining useful lives are also evaluated to determine whether events and circumstances warrant revised estimates of such lives. Any resulting impairment loss could have a material adverse impact on the Company's consolidated financial condition and results of operations. In 2016 (Predecessor), the Company determined that the carrying values of an asset group in Tennessee exceeded their fair values, as determined by using the present value of the estimated future cash flows, and were therefore not recoverable. As a result, the Company recorded an impairment charge of approximately $14,171 with an offset to property and equipment. In the period from January 1, 2017 to September 27, 2017 (Predecessor), the Company recorded an additional impairment charge of approximately $3,942 related to capital expenditures determined to not be recoverable. In the period from January 1, 2017 to September 27, 2017 (Predecessor), the Company recorded an impairment charge of $282 to adjust the recorded value of an idle business property located in North Carolina to its recoverable value. In the period from January 1, 2018 to November 13, 2018, the Company recorded impairment charges of $603 to adjust the recorded value of idle business properties in North Carolina. The impairment evaluation process requires management to make estimates and assumptions with regard to fair value including growth rates, estimated future expenditures and costs incurred to dispose of an asset. Actual values may differ significantly from these estimates. Such differences could result in future impairment that could have a material impact on the Company's consolidated financial statements. Refer to Note 17, Fair Value, for additional information regarding the accounting treatment for asset impairment, as well as how fair value is determined. There are certain indicators that require significant judgement and understanding of the waste industry when applied to landfill development and expansion projects. A regulator or court may deny or overturn a landfill development or landfill expansion permit application before the development or expansion permit is ultimately granted. Management may periodically divert waste from one landfill to another to conserve remaining permitted airspace. Therefore, certain events could occur in the ordinary course of business and not necessarily be considered indicators of impairment due to the unique nature of the waste industry.

F-76

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

Self-Insurance Reserves

        The Company assumes the risks for medical, dental, workers' compensation, and casualty insurance exposures up to certain loss thresholds set forth in separate insurance contracts. The Company's insurance accruals are based on claims filed and estimates of claims incurred but not reported. The insurance accruals are influenced by the Company's actuarially determined past claims experience factors.

Share-Based Compensation

        The principal awards issued under stock-based compensation plans, which are described in Note 15, include nonqualified stock options, profits interests, and common stock. The cost for such awards is measured at the grant date based on the calculated fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods (generally, the vesting period of the equity award) in the Company's consolidated statements of operations.

        In March 2016, the FASB issued amended guidance associated with stock-based compensation as part of its simplification initiative to reduce the cost and complexity of compliance with GAAP, while maintaining or improving the usefulness of the information provided. The amended guidance changes both the accounting and financial reporting for certain income tax impacts of stock-based compensation. All excess tax benefits and tax deficiencies are required to be recognized as an income tax benefit or provision rather than as a component of equity. The guidance also provides for changes in the calculation of forfeitures related to the expense of stock-based compensation. The amended guidance was effective for the Company on January 1, 2018. The adoption of this amended guidance did not have a material impact on our consolidated financial statements.

Revenue Recognition and Deferred Revenue

        The Company recognizes collection, disposal and transfer revenues when persuasive evidence of an arrangement exists, the service has been provided, the price is fixed or determinable, and collection is reasonably assured. Certain customers are billed in advance; and accordingly, recognition of the related revenues is deferred until the services are provided. Commercial and industrial services and certain residential services are provided under one-to-five year contracts. Revenue under these contracts is recognized when services are provided, as the Company believes this is the best indicator of performance of the contractual obligation. The Company recognizes revenue related to contractual price increases based on fluctuations in the consumer price index or other indices when the price increases become effective. Certain contracts limit the Company's ability to pass on price increases to its customers. Other revenues included the sale of recycled materials and equipment which are recognized upon delivery.

F-77

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

        Components of revenue for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), and January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor) are as follows:

	(Successor)				(Predecessor)
	Period From January 1, 2018 to November 13, 2018		Period From September 28, 2017 to December 31, 2017		Period From January 1, 2017 to September 27, 2017		Year Ended December 31, 2016
Collection:
Residential	$	220,813	$	60,674	$	169,920	$	214,866
Commercial		169,000		45,229		125,613		159,078
Industrial		131,153		34,003		96,365		118,743
Disposal and transfer		84,424		21,530		62,013		81,840
Other		50,008		12,319		36,140		40,747
Total revenue	$	655,398	$	173,755	$	490,051	$	615,274

Income Taxes

        Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the estimated future income tax consequences attributable to temporary differences between financial statement carrying values and the income tax basis of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in the accompanying consolidated statements of operations in the period that includes the enactment date.

Allocation of Acquisition Purchase Price

        Acquisition purchase price is allocated to identified intangible assets and tangible assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition, with any residual amounts allocated to goodwill. The purchase price allocations are considered preliminary until the Company is no longer waiting for information that it has arranged to obtain and that is known to be available or obtainable. Although the time required to obtain the necessary information will vary with circumstances specific to an individual acquisition, the allocation period for finalizing purchase price allocations generally does not exceed one year from the consummation of a business combination. The Company recognizes adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, and in the same

F-78

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

1. Basis of Presentation and Accounting Policies (Continued)

reporting period, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.

Definition of a Business

        In January 2017, the FASB issued amended guidance that changes the definition of a business. The new definition is expected to reduce the number of transactions that are accounted for as a business combination across all industries. The adoption of this amended guidance did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

        In January 2017, the FASB issued amended guidance to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. An impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amended guidance is effective for the Company on January 1, 2022, with early adoption permitted. The guidance will be applied prospectively. We are in the process of assessing the provisions of this amended guidance.

        In May 2014, the FASB issued amended authoritative guidance associated with revenue recognition. The amended guidance requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the amendments will require enhanced qualitative and quantitative disclosures regarding customer contracts. The amended guidance associated with revenue recognition is effective for the Company on January 1, 2019, with early adoption permitted. The amended guidance may be applied retrospectively for all periods presented ("full retrospective method") or retrospectively with the cumulative effect of initially applying the amended guidance recognized at the date of initial adoption ("modified retrospective method"). The Company is evaluating the effect this guidance will have on its consolidated financial statements and related disclosures.

        In February 2016, the FASB issued amended guidance associated with lease accounting. The amended guidance requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. The disclosure of key information about leasing arrangements will also be required. The amended guidance is effective for the Company on January 1, 2020, with early adoption permitted. The Company is evaluating the effect this guidance will have on its consolidated financial statements and related disclosures.

F-79

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

2. Business Acquisitions

        Refer to Note 1 for disclosures of the Waste Industries Acquisition.

Acquisition of operations

        The Company's growth strategy is to seek out accretive acquisitions of solid waste collection and disposal companies and customers in existing and adjacent markets to "tuck in" and integrate into already established branch facilities.

        The Company also continues to pursue solid waste collection companies and customers in new markets and landfill opportunities in appropriate circumstances.

        During the period from January 1, 2018 to November 13, 2018 (Successor), the Company completed eight acquisitions for a total of $168,469 in cash (net of cash acquired) and $6,100 in noncash equity consideration.

        The Company acquired assets and operations in Colorado for approximately $145,891 (net of cash acquired). The operations included a landfill, hauling operation and a material recycling facility. The Company acquired assets and operations in Pennsylvania for $17,350. Additionally, the company paid approximately $9,650 for two operations to expand its North Carolina market. The other acquisitions were insignificant.

        During the period from September 28, 2017 to December 31, 2017 (Successor), the Company completed three acquisitions for a total of $1,839,108 in cash, including $1,823,967 for the Waste Industries Acquisition (see Note 1). In addition to the Waste Industries Acquisition, the Company acquired assets and operations for approximately $15,141 to expand its North Carolina and Delaware markets.

        During the period of January 1, 2017 to September 27, 2017 (Predecessor), the Company completed nine acquisitions for a total of $15,801 in cash. The Company acquired assets and operations for approximately $6,824 to expand its South Carolina, Tennessee, Georgia and Maryland markets and $8,977 to expand its Delaware market.

        During 2016 (Predecessor), the Company completed 17 acquisitions for a total of $22,811 in cash. The Company acquired assets and operations for approximately $11,707 to expand its North Carolina, South Carolina, Virginia, Tennessee, Delaware and Maryland markets and $11,104 to expand its Georgia market.

        The purchase price of each acquisition has been allocated to the underlying assets and liabilities based on their respective fair values at the date of acquisition. Certain of these purchase price allocations pertaining to 2018 acquisitions reflect preliminary estimates, based on available information and certain assumptions that management believes are reasonable. The Company believes that the

F-80

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

2. Business Acquisitions (Continued)

potential changes to the purchase price allocation will not have a material impact on its consolidated balance sheets, results of operations, or cash flows.

        The recorded purchase price allocation for acquisitions for the period January 1, 2018 to November 13, 2018 (Successor) is as follows:

	Period From January 1, 2018 to November 13, 2018
	(Successor)
Tangible assets (liabilities) acquired at fair value:
Accounts receivable and other receivables	$	6,133
Property and equipment		47,221
Landfills and associated land		39,315
Asset retirement obligations		(2,715	)
Deferred tax liability		(13,124	)
Deferred revenue and other liabilities		(8,609	)
Net tangible assets acquired at fair value		68,221
Intangible assets acquired at fair value:
Goodwill		81,001
Customer relationships		24,201
Trade Names		4,200
Other intangible assets		200
Total intangible assets acquired at fair value		109,602
Total acquisition puchase price		177,823
Amount of purchase price withheld		(3,254	)
Noncash equity consideration		(6,100	)
Cash paid for acquisitions in the current period		168,469
Cash settlements of prior period acquisition related liabilities		16,980
Total cash paid for acquisitions	$	185,449

        No goodwill related to the acquisition of assets and operations in Colorado will be deductible for tax purposes. Approximately $25,861 of goodwill related to the 2018 acquisitions will be deductible for tax purposes. Goodwill primarily relates to the Company's established footprint and assembled workforce.

F-81

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

2. Business Acquisitions (Continued)

        Accounts receivable and other receivables are shown at fair value in the table above. The gross contractual value of receivables acquired is $6,178, shown net of $45 of cash flows the Company does not expect to collect.

        As of December 31, 2017, there were acquisitions for which purchase price allocations were not finalized. In the period from January 1, 2018 to November 13, 2018 (Successor), measurement period adjustments resulting in an increase to goodwill of $4,248 were recorded.

        The recorded purchase price allocation for acquisitions (excluding the Waste Industries Acquisition as discussed in Note 1) for the period September 28, 2017 to December 31, 2017 (Successor) is as follows:

	Period From September 28, 2017 to December 31, 2017
	(Successor)
Tangible assets (liabilities) acquired at fair value:
Accounts receivable and other receivables	$	1,089
Property and equipment		4,234
Prepaid expenses and other current assets		10
Deferred revenue and other liabilities		(49	)
Net tangible assets acquired at fair value		5,284
Intangible assets acquired at fair value:
Goodwill		4,857
Customer relationships		5,000
Total intangible assets acquired at fair value		9,857
Total acquisition purchase price		15,141
Cash settlements of prior period acquisition related liabilities		349
Cash paid for acquisitions, excluding the Waste Industries Acquisition	$	15,490

        All of the goodwill will be deductible for federal income tax purposes. Goodwill primarily relates to the Company's established footprint and assembled workforce.

F-82

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

2. Business Acquisitions (Continued)

        The recorded purchase price allocation for acquisitions for the period January 1, 2017 to September 27, 2017 (Predecessor) is as follows:

	Period From January 1, 2017 to September 27, 2017
	(Predecessor)
Tangible assets (liabilities) acquired at fair value:
Accounts receivable and other receivables	$	112
Property and equipment		2,217
Asset retirement obligations
Deferred tax asset
Deferred revenue and other liabilities		(1,189	)
Net tangible assets acquired at fair value		1,140
Intangible assets acquired at fair value:
Goodwill		13,394
Customer relationships		2,328
Total intangible assets acquired at fair value		15,722
Total acquisition purchase price		16,862
Amount of purchase price withheld		(1,061	)
Cash paid for current year acquisitions		15,801
Cash settlements of prior period acquisition-related liabilities		1,589
Total cash paid for acquisitions	$	17,390

        All of the goodwill will be deductible for federal income tax purposes. Goodwill primarily relates to the Company's established footprint and assembled workforce.

        As of December 31, 2016, there were acquisitions for which purchase price allocations were not finalized. In the period from January 1, 2017 to September 27, 2017 (Predecessor), measurement period adjustments resulting in an increase to goodwill of $173 were recorded.

F-83

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

2. Business Acquisitions (Continued)

        The recorded purchase price allocation for these acquisitions during the year ended December 31, 2016 (Predecessor) is as follows:

	2016
	(Predecessor)
Tangible assets (liabilities) acquired at fair value:
Accounts receivable and other receivables	$	1,716
Property and equipment		4,049
Deferred revenue and other liabilities		(1,592	)
Net tangible assets acquired at fair value		4,173
Intangible assets acquired at fair value:
Goodwill		17,703
Customer relationships		2,485
Other intangible assets		25
Total intangible assets acquired at fair value		20,213
Total acquisition purchase price		24,386
Amount of purchase price withheld		(1,575	)
Cash paid for current year acquisitions		22,811
Cash settlements of prior year acquisition-related liabilities		697
Total cash paid for acquisitions	$	23,508

        All of the goodwill related to these acquisitions will be deductible for tax purposes. Goodwill primarily relates to the Company's established footprint and assembled workforce.

        As of December 31, 2015, there were acquisitions for which purchase price allocations were not finalized. For the period ended December 31, 2016 (Predecessor), measurement period adjustments resulting in a decrease to goodwill of $162 were recorded.

F-84

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

3. Property and Equipment

        Property and equipment as of November 13, 2018 (Successor) and December 31, 2017 (Successor) is as follows:

	(Successor)
	November 13, 2018			December 31, 2017
Land, land improvements, and buildings	$	96,035		$	85,608
Landfills and associated land		404,105			354,176
Machinery and equipment		58,442			42,298
Containers and compactors		125,781			92,719
Collection vehicles		252,052			195,387
Furniture, fixtures, and office equipment		4,044			2,673
Construction in progress		4,439			2,051
Total property and equipment		944,898			774,912
Less accumulated depreciation		(144,055	)		(33,130	)
Property and equipment—net	$	800,843		$	741,782

        Construction in progress primarily includes building improvements not placed in service at year-end.

        Landfill amortization expense was approximately $27,442, $7,261, $12,037 and $13,344 for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively.

        Depreciation expense for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor) was approximately $85,884, $25,872, $41,425 and $51,767, respectively.

4. Intangible Assets

        Intangible assets consist of goodwill, trade names, customer relationships, and other intangible assets acquired in business combinations. Intangible assets are presented net of accumulated amortization, if applicable.

F-85

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

4. Intangible Assets (Continued)

        The activity related to goodwill for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor), is as follows:

	(Successor)					(Predecessor)
	Period From January 1, 2018 to November 13, 2018		Period From September 28, 2017 to December 31, 2017			Period From January 1, 2017 to September 27, 2017		Year Ended December 31, 2016
Beginning of period	$	1,189,431	$	—		$	331,670	$	314,129
Acquisitions		81,001		1,189,493			13,394		17,703
Adjustments		4,248		(62	)		173		(162	)
End of period	$	1,274,680	$	1,189,431		$	345,237	$	331,670

        Identifiable intangible assets as of November 13, 2018 and December 31, 2017 consisted of the following:

	2018 (Successor)
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Indefinite-lived identifiable intangible assets
Trade names	$	140,200	$	—	$	140,200
Other intangible assets		14				14
Total indefinite-lived intangibles		140,214		—		140,214
Definite-lived intangible assets
Customer relationships		221,201		37,303		183,898
Other intangible assets		1,203		184		1,019
Total definite-lived intangibles		222,404		37,487		184,917
Total identifiable intangible assets	$	362,618	$	37,487	$	325,131

F-86

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

4. Intangible Assets (Continued)

	2017 (Successor)
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Indefinite-lived identifiable intangible assets
Trade names	$	136,000	$	—	$	136,000
Other intangible assets		14		—		14
Total indefinite-lived intangibles		136,014		—		136,014
Definite-lived intangible assets
Customer relationships		197,000		7,500		189,500
Other intangible assets		1,000		36		964
Total definite-lived intangibles		198,000		7,536		190,464
Total identifiable intangible assets	$	334,014	$	7,536	$	326,478

        Amortization expense for identifiable intangible assets was $29,951, $7,536, $6,204 and $8,278 for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively. The amortization period for identifiable intangible assets is 5 to 20 years. The weighted-average amortization period for identifiable intangible assets acquired in the period from January 1, 2018 through November 13, 2018 is 10 years.

        Estimated future amortization expense associated with definite-lived identifiable intangible assets as of November 13, 2018, is as follows:

	2018
Remainder of 2018	$	3,803
2019		28,616
2020		23,971
2021		20,126
2022		16,937
2023		14,457
Thereafter		77,007
Total	$	184,917

F-87

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

5. Long-Term Debt

        Long-term debt as of November 13, 2018 and December 31, 2017 consisted of the following:

	2018			2017
	(Successor)			(Successor)
Long-term debt:
Real estate notes	$	940		$	1,264
Paid in kind notes		—			297,949
Successor credit agreement		1,029,473			890,000
Successor senior unsecured notes		305,000			305,000
Principal amount of debt		1,335,413			1,494,213
Unamortized debt issuance costs		(33,242	)		(35,956	)
Less current maturities		(10,970	)		(9,254	)
Long-term debt	$	1,291,201		$	1,449,003

Paid in kind Notes—As of December 31, 2017, the Company had $295,000 of unsecured Paid in Kind Notes ("PIK Notes") outstanding which bear interest at 11.5% per annum payable semi-annually, and are due in 2027 including any accrued and paid in kind interest.

        Netted against the PIK Notes as of December 31, 2017 are discounts of $5,815, which are amortized using the effective interest method over the term of the debt.

	2018		2017
	(Successor)		(Successor)
Face value of PIK Notes, maturing October 1, 2027	$	—	$	295,000
Discounts on PIK Notes		—		(5,815	)
		—		289,185
Accrued in-kind interest expense		—		8,764
PIK Notes	$	—	$	297,949

        In April 2018, the Company extinguished $310,247 of PIK Notes, including $15,247 of paid in kind interest and net of unamortized discounts of $5,430. The PIK notes were exchanged for $271,750 of preferred shares and a deemed capital contribution of $33,067. Prior to the exchange, the Company paid $3,893 in total to two PIK Note holders, representing unpaid accrued interest to date.

        Successor Credit Agreement—In September 2017, the Company and its direct parent Wrangler Intermediate Corp as co-borrowers, entered into a $1.1 billion credit agreement ("Credit Agreement") with a syndication of lending institutions for which Barclays Bank PLC, Macquarie Capital (USA) Inc. and SunTrust Bank act as joint lead arrangers. The Credit Agreement consists of a i) term loan credit facility of $890 million and ii) a revolving credit facility in the amount of $200 million. The proceeds

F-88

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

5. Long-Term Debt (Continued)

were used primarily to fund the Waste Industries Acquisition. In May 2018, the Company borrowed an additional $170,000 through a term loan facility expansion. The term loan credit facility has a maturity date of September 2024. The revolving credit facility matures in September 2022. Through the term, the minimum principal repayments under the associated term loan are due at 1% annually in quarterly installments, beginning March 2018. Borrowings under the revolver are due upon maturity. The average interest rate on outstanding borrowings under the term loan facility was approximately 5.1% and 4.5% as of November 13, 2018 and December 31, 2017, including a credit spread of 2.8% and 3%, respectively. No borrowings on the revolver were outstanding as of November 13, 2018 and December 31, 2017.

Successor Senior Unsecured Notes—In September 2017, the Company issued $305 million aggregate principal amount of 6% Senior Unsecured Notes (the "Successor Senior Unsecured Notes"), in conjunction with the Waste Industries Acquisition, under Rule 144A of the U.S. Securities Act of 1933. The Successor Senior Unsecured Notes, which are unsecured obligations of the Company, mature in October 2025 and bear an interest rate of 6.00%, which is paid semi-annually in April and October of each year, beginning in April 2018. The Successor Senior Unsecured Notes may be redeemed prior to their final stated maturity, subject to a customary make-whole premium at any time prior to October 2020 (subject to a customary "equity claw" redemption right) and thereafter subject to a redemption premium declining from 3% to 0%.

Real Estate Notes—In April 2016, the Company purchased land in Tennessee for future landfill expansion and recorded notes payable totaling $1,800. The notes are payable monthly over a period of five years with an effective interest rate of 3.5% per annum.

        Annual principal maturities as of November 13, 2018, were as follows:

Years Ending December 31,
Remainder of 2018	$	30
2019		10,970
2020		10,984
2021		10,768
2022		10,604
2023		10,604
Thereafter		1,281,453
	$	1,335,413

Predecessor Credit Agreement—In February 2015, the Predecessor and its subsidiaries as co-borrowers, entered into a $975 million credit agreement ("Predecessor Credit Agreement") with a syndicate of lending institutions. The Predecessor Credit Agreement consisted of (i) a term loan credit

F-89

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

5. Long-Term Debt (Continued)

facility of $700 million and (ii) a revolving credit facility in the amount of $275 million. The proceeds were primarily used to repay outstanding debt balances.

        Both the term loan credit and revolving credit facility had maturity dates of March 2020. Through this time, minimum principal repayments under the associated term loan were due at 1% annually payable in quarterly installments beginning June 30, 2015. As part of the agreement, the Company was required to prepay an amount equal to 50% of excess cash flow. Borrowings on the revolver were due upon the maturity of the Predecessor Credit Agreement.

        In July 2016, the Company amended the Predecessor Credit Agreement to reduce their interest credit spread 50 basis points from 3.25% to 2.75%. The amendment resulted in the extinguishment of $1,040 of deferred financing costs associated with exiting lenders.

        The average interest rate on outstanding borrowings under the term loan facility was approximately 3.50% as of December 31, 2016. No borrowings on the revolver were outstanding as of December 31, 2016.

        The Predecessor Credit Agreement was extinguished by the Predecessor's parent in conjunction with the Waste Industries Acquisition transactions. The debt extinguishment costs of approximately $9,688 are not shown in either the Predecessor or Successor periods.

Interest Rate Swap Agreements

        The Company utilizes interest rate swap agreements to manage a portion of its risks related to fluctuations in interest rates for its credit facilities and bonds (see Note 11).

Collateral

        The debt and interest rate hedge agreements are collateralized and guaranteed by both Wrangler Intermediate LLC, the Company, and the Company's subsidiaries (collectively, the "Grantors"). The Grantors have granted to the holders of the debt and interest rate hedge agreements substantially all of its assets as collateral.

Covenants

        The Company is required to maintain certain leverage ratios for debt covenant compliance.

F-90

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

6. Leases

        The Company leases certain property and equipment under operating leases.

        Future minimum lease payments for operating leases that have initial or remaining terms in excess of one year as of November 13, 2018 (Successor), were as follows:

Years Ending December 31,
Remainder of 2018	$	438
2019		3,501
2020		3,269
2021		2,995
2022		2,675
2023		1,226
Thereafter		3,199
Total minimum lease payments	$	17,303

        The total rental expense for all operating leases and short-term rental agreements for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor) is as follows:

	(Successor)				(Predecessor)
	Period From January 1, 2018 to November 13, 2018		Period From September 28, 2017 to December 31, 2017		Period From January 1, 2017 to September 27, 2017		Year Ended December 31, 2016
Buildings and sites	$	3,449	$	710	$	2,308	$	3,189
Trucks and equipment		2,718		584		1,572		1,772
Total	$	6,167	$	1,294	$	3,880	$	4,961

7. Landfills

        As of November 13, 2018 and December 31, 2017, the Company owned or operated under life-of-site operating agreements 20 landfills for which it retains the obligation to perform capping, closure, and postclosure activities. These 20 landfills have a total available disposal capacity of approximately 156.2 million cubic yards. Total available disposal capacity includes estimated permitted airspace, plus an estimate of the expansion airspace that the Company believes has a probable likelihood of being permitted.

F-91

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

7. Landfills (Continued)

        The Company has material financial commitments for final capping, closure, and postclosure obligations with respect to its landfills. The Company developed its estimates of final capping, closure, and postclosure obligations using input from its third-party engineers and internal accounting staff. The Company's estimates are based on its interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Absent quoted market prices, the estimate of fair value should be based on the best available information, including the results of present value techniques in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures. In general, the Company relies on third parties to fulfill most of its obligations for final capping, closure, and postclosure. Accordingly, the fair market value of these obligations is based upon quoted and actual prices paid for similar work. The Company intends to perform some of these capping, closure, and postclosure obligations using internal resources. Where internal resources are expected to be used to fulfill an asset retirement obligation, the Company has added a profit margin onto the estimated cost of such services to reflect its fair market value as required by FASB ASC Topic 410, Asset Retirement and Environmental Obligations. When the Company performs these services internally, the added profit margin is recognized as a component of operating income in the period earned.

        Once the Company has determined the estimates of final capping, closure, and postclosure obligations, the Company then inflates those costs to the expected time of payment and discounts those expected future costs back to present value. The Company is currently inflating these costs in current dollars until expected time of payment using an inflation rate of 1.7% and is discounting these costs to present value using a credit-adjusted, risk-free discount rate of 5.8%. The credit-adjusted, risk-free rate is based on the risk-free interest rate adjusted for the Company's credit standing. Management reviews these estimates at least once a year. Significant changes in future final capping, closure, and postclosure cost estimates and inflation rates typically result in both (i) a current adjustment to the recorded liability (and corresponding adjustment to the landfill asset), based on the landfill's capacity that has been consumed and (ii) a change in liability and asset amounts to be recorded prospectively over the remaining capacity of the landfill. Any change related to the capitalized and future cost of the landfill asset is then recognized in amortization expense prospectively over the remaining capacity of the landfill. Changes in the Company's credit-adjusted, risk-free rate do not change recorded liabilities, but subsequently recognized obligations are measured using the revised credit-adjusted, risk-free rate.

        The Company records the estimated fair value of final capping, closure, and postclosure obligations for its landfills based on each landfill's capacity that has been consumed through the current period. This liability and corresponding asset are accrued on a per-ton basis. Capping obligations generally involve the installation of flexible membrane and geosynthetic clay liners, drainage and compacted soil layers, and topsoil over portions of the landfill where total airspace has been consumed. The estimated fair value of each final capping event will be fully accrued when the tons associated with such capping event have been disposed in the landfill. Additionally, the estimated fair value of total final capping, closure, and postclosure costs will be fully accrued for each landfill at the time the site

F-92

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

7. Landfills (Continued)

discontinues accepting waste and is closed. Closure and postclosure accruals consider estimates for methane gas control, leachate management, ground-water monitoring, and other operational and maintenance costs to be incurred after the site discontinues accepting waste, which is generally expected to be for a period of up to 30 years after final site closure. Daily maintenance activities, which include many of these costs, are incurred during the operating life of the landfill and are expensed as incurred. Daily maintenance activities include leachate disposal; surface water, groundwater, and methane gas monitoring and maintenance; other pollution control activities; mowing and fertilizing the landfill cap; fence and road maintenance; and third-party inspection and reporting costs. For acquired disposal sites, the Company assesses and records present value-based final capping, closure, and postclosure obligations at the time the Company assumes such responsibilities. Such liabilities are based on the estimated final capping, closure, and postclosure costs and the percentage of airspace consumed related to such obligations as of the date the Company assumed the responsibility. Thereafter, the Company accounts for the landfill and related final capping, closure, and postclosure obligations consistent with the policy described above.

        Interest accretion on final capping, closure, and postclosure obligations is recorded using the effective interest method and is recorded as final capping, closure, and postclosure expense, which is included as a component of operating expenses in the accompanying consolidated statements of operations.

        In the United States of America, the closure and postclosure obligations are established by the U.S. Environmental Protection Agency's regulations under Subtitles C and D of the Resource Conservation and Recovery Act, as implemented and applied on a state-by-state basis. The costs to comply with these obligations could increase in the future as a result of legislation or regulation. Assets

F-93

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

7. Landfills (Continued)

and liabilities associated with final capping, closure, and postclosure costs as of November 13, 2018 and December 31, 2017, consisted of the following:

	2018			2017
	(Successor)			(Successor)
Landfill assets	$	404,105		$	354,176
Accumulated landfill airspace amortization		(34,703	)		(7,261	)
Net landfill assets	$	369,402		$	346,915
Final capping	$	42,437		$	40,778
Closure/postclosure		14,795			14,889
Total liabilities	$	57,232		$	55,667
Current portion	$	1,207		$	4,355
Long term		56,025			51,312
Total liabilities	$	57,232		$	55,667

        The changes to landfill liabilities for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), were as follows:

	(Successor)						(Predecessor)
	Period From January 1, 2018 to November 13, 2018			Period From September 28, 2017 to December 31, 2017			Period From January 1, 2017 to September 27, 2017			Year Ended December 31, 2016
Beginning of period	$	55,667		$	55,027		$	43,666		$	42,962
Obligations incurred		4,182			960			2,469			3,310
Obligations acquired		2,715			—			—			—
Obligations settled		(6,230	)		(1,445	)		(2,241	)		(1,825	)
Interest accretion		4,048			1,125			2,794			3,649
Change in estimates		(3,150	)		—			4,210			(4,430	)
End of period	$	57,232		$	55,667		$	50,898		$	43,666

        The change in estimates is related to revised capping and post-closure costs and tonnage estimates.

F-94

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

8. Income Taxes

        The components of income tax (benefit)/expense for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), were as follows:

	(Successor)						(Predecessor)
	Period From January 1, 2018 to November 13, 2018			Periods From September 28, 2017 to December 31, 2017			Periods From January 1, 2017 to September 27, 2017		Year Ended December 31, 2016
Income tax expense attributable to continuing operations:
Federal	$	(922	)	$	1,198		$	6,357	$	10,674
State		114			—			1,082		1,895
Total current income taxes		(808	)		1,198			7,439		12,569
Provision for deferred income tax (benefit)/expense
Federal		(4,431	)		(105,774	)		9,996		7,865
State		(886	)		4,665			716		(491	)
Total deferred income tax (benefit)/expense		(5,317	)		(101,109	)		10,712		7,374
Total (benefit)/expense	$	(6,125	)	$	(99,911	)	$	18,151	$	19,943

        On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes in U.S. tax law including a reduction in the corporate tax rates. The legislation reduced the U.S. federal corporate tax rate from the current rate of 35% to 21%. As of result of the enacted tax law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. This revaluation resulted in a tax benefit of $94,450 and a corresponding reduction to net deferred income tax liabilities. The other provisions of the Tax Cuts and Jobs Act did not have a material impact of the Company's company financial statements.

        A reconciliation of income tax (benefit)/expense at the federal statutory rate to actual income tax (benefit)/expense attributable to continuing operations recorded for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1,

F-95

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

8. Income Taxes (Continued)

2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), is as follows:

	(Successor)						(Predecessor)
	Period From January 1, 2018 to November 13, 2018			Periods From September 28, 2017 to December 31, 2017			Periods From January 1, 2017 to September 27, 2017			Year Ended December 31, 2016
Federal tax (benefit)/expense at the statutory rate	$	(5,133	)	$	(8,159	)	$	19,027		$	20,794
State income tax (benefit)/expense—net of federal tax benefit		(772	)		(508	)		1,273			915
Tax credits		(918	)		(228	)		(541	)		(1,929	)
Tax Cuts and Jobs Act federal rate reduction		—			(94,450	)		—			—
Uncertain tax positions		—			1,046			(1,155	)		—
Transaction costs		1,059			2,306			—			—
Other—net		(361	)		82			(453	)		163
Total income tax (benefit)/expense	$	(6,125	)	$	(99,911	)	$	18,151		$	19,943

F-96

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

8. Income Taxes (Continued)

        The balances of deferred income tax liabilities at November 13, 2018 and December 31, 2017, were as follows:

	2018		2017
	(Successor)		(Successor)
Deferred income tax assets
Allowance for bad debts	$	508	$	437
Start-up and acquisition costs		73		64
Accrued vacation		935		922
Other accruals not currently deductible		4,307		5,042
Federal operating loss and credit carryforwards		5,864		2,051
State operating loss and credit carryforwards		1,100		77
Stock options		—		16
Closure/Postclosure liabilities		18,848		17,866
Excess interest expense		4,169		—
Interest rate swap agreements		—		1,015
Total deferred income tax assets		35,804		27,490
Valuation allowance		—		—
Total deferred income tax assets, net of valuation allowance		35,804		27,490
Deferred income tax liabilities
Basis and depreciation differences—property and equipment		144,767		131,034
Basis and depreciation differences—intangibles		68,720		64,268
Prepaid expenses		1,673		1,761
Total deferred income tax liabilities		215,160		197,063
Net deferred income tax liabilities	$	179,356	$	169,573
Amounts included in consolidated balance sheets
Current liabilities	$	—	$	—
Noncurrent liabilities		179,356		169,573
Net deferred income tax liabilities	$	179,356	$	169,573

        At November 13, 2018 and December 31, 2017, the Company had unused state net operating loss (NOL) carryforwards of approximately $2,113 and $2,254 which will expire primarily in 2032 and beyond, respectively. At November 13, 2018 and December 31, 2017, the Company had unused federal net operating loss (NOL) carryforwards of approximately $23,550 and $9,706 which will expire primarily in 2027 and beyond, respectively.

F-97

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

8. Income Taxes (Continued)

        The Company performs renewable energy activities that generated federal tax credits that can be used to reduce income tax liabilities. The Company recorded $918, $228, $541 and $1,929 of benefit related to the federal credits for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor).

        The Company's FASB ASC Topic 740 unrecognized tax benefits, excluding interest and penalties, at November 13, 2018 and December 31, 2017 are $1,324 and $1,324.

        The Company's open tax years that are generally subject to examination are 2015 through 2018 for federal and state jurisdictions.

        The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. The Company recorded an insignificant amount for interest and penalties during the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor). The Company has recognized an insignificant liability for penalties and interest at November 13, 2018 and December 31, 2017.

9.     Redeemable Preferred Stocks

        On April 20, 2018, the Company issued 100,000 shares of Series A Preferred Stock ("Series A Preferred Stock"), par value $0.01 per share, of Wrangler Super Holdco Corp.

Series A Preferred Stock—Characteristics

        In respect to dividend rights, the Series A Preferred Stock ranks senior to the capital stock, options or other rights to acquire capital stock of the Company. The Series A Preferred Stock has cumulative dividends based on the dividend rate of 11.5% per annum times the liquidation preference at the dividend rate. The preferred shares are redeemable beginning in October 1, 2019 through October 1, 2020 at 103% and at 100% thereafter.

        As of November 13, 2018, the Company has $20,533 in cumulative preferred dividends in arrears ($204.23 per issued share).

        The holders of the Series A Preferred Stock are entitled to vote on specific items related to the Series A Preferred Stock; holders cannot vote on matters that pertain to normal operations of the Company. In the event of any liquidation, change of control or similar transaction, each holder of Series A Preferred Stock will be entitled to receive an amount equal $3,102.47 per share and any accrued dividends not declared for a dividend period.

F-98

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

9.     Redeemable Preferred Stocks (Continued)

        So long as the Series A Preferred Stock is outstanding, the Company will not issue any preferred stock, other than: (i) any increase in the liquidation preference of the Series A Preferred Stock, and ii) any Preferred Stock issued in connection with a non-prohibited acquisition.

Series A Preferred Stock—Redemption

        The Series A Preferred Stock does not contain any mandatory redemption features or mandatory conversion features that allow for settlement in cash. The Series A Preferred Stock is redeemable at the option of the Company; redemption is not at a fixed date or upon an event that is outside of the control of the Company. However, the Board of Directors of the Company is controlled by certain preferred shareholders. Because such potential redemption-triggering event is not solely within the control of the Company, the Series A Preferred Stock is classified as temporary equity in the Consolidated Balance Sheets.

        Since the cumulative dividends can be accrued; they are recorded when declared or when accretion to the redemption amount is otherwise required (at the end of each dividend period). The carrying amount of the preferred stock will be adjusted to the redemption amount at each balance sheet date; however it will not be adjusted to an amount that is less than the initial carrying amount.

Series A Preferred Stock—Balance

The following table presents changes during the year in Series A Preferred Stock:

	(Successor)
	Period From January 1, 2018 to November 13, 2018
Beginning of period	$	—
Issued		273,428
Accrued dividends		20,533
Accretion to redemption value		72,585
End of period	$	366,546

10.   Shareholder's Equity

        For the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), the Company received cash capital contributions of $0, $421,815, $0 and $0, respectively. For the periods from January 1, 2018 to November 13, 2018 (Successor),

F-99

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

10.   Shareholder's Equity (Continued)

September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), the Company received noncash capital contributions of $33,067, $62,356, $0 and $0, respectively.

        The Company paid cash dividends of $82,558 and $75,000 for the period from January 1, 2017 through September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively, including $45,000 of cash dividends declared in 2015 and paid in 2016. Under the Predecessor Credit Agreement, the payment of cash dividends was restricted based on certain lockup provisions, prepayment requirements, and available cash. If the Company was not in compliance with these covenants, or otherwise is in default under the facility, it would not be able to pay cash dividends. Under the Successor Credit Agreement, the payment of cash dividends is restricted based on achievement of certain leverage ratios.

11.   Derivative Financial Instruments

Interest Rate Swaps

        The Company utilizes interest rate swap agreements to manage a portion of its risks related to fluctuations in interest rates. The Company's current interest rate agreements are not designated as accounting hedges; accordingly, the Company recognizes changes in the fair value of these instruments as a component of interest expense in its consolidated statements of operations.

        As of November 13, 2018, no interest rate caps and swaps were in effect.

        The fair value of the Company's interest rate swap/floor agreements represents the estimated amount the Company would receive or pay to terminate the interest rate swap/floor agreements, taking into consideration the difference between the contract rate of interest and rates currently quoted for an agreement of similar term and maturity. The fair value of the interest rate swap agreements represented a current liability of $586 and a noncurrent asset of $4,523 as of December 31, 2017. The fair value of the interest cap agreements represented a noncurrent asset of $0 as of December 31, 2017.

        The Company recognized $(13,919), $(3,928), $298 and $248 of interest expense (income) associated with mark-to-market adjustments for interest rate swaps within its consolidated statements of operations for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and years ended December 31, 2016 (Predecessor), respectively.

Commodity Contracts—The Company uses diesel fuel option agreements to manage a portion of its exposure to fluctuations in diesel fuel prices. To date, such agreements have not been significant to the Company's consolidated financial condition and results of operations. The fair value of the Company's fuel commodity contracts were obtained from dealer quotes. This value represents the estimated amount the Company would receive or pay to terminate the commodity contracts, taking into

F-100

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

11.   Derivative Financial Instruments (Continued)

consideration the difference between the contract value of the fuel volume and values currently quoted for agreements of similar term and maturity. The fair value of the agreements represented an asset of approximately $1,680 ($1,571 current) and $1,670 (current) as of November 13, 2018 and December 31, 2017, respectively. The Company recognized approximately $395, $(446), $879 and $(134) of expense (income) for changes in the fair value of the fuel contracts within its consolidated statements of operations for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively.

        The major types of derivative instruments and their locations on the consolidated balance sheets as of November 13, 2018 and December 31, 2017, are as follows:

	Fair Values of Derivative Instruments
	Asset Derivatives					Liability Derivatives
		(Successor)		(Successor)			(Successor)		(Successor)
	Balance Sheet Location					Balance Sheet Location
		2018		2017			2018		2017
Derivatives not designated as hedging instruments:
Interest rate contracts	Derivative assets	$	—	$	—	Current derivative liabilities	$	—	$	586
Interest rate contracts	Other noncurrent assets		—		4,523			—		—
Commodity contracts—fuel caps	Current derivative assets		1,571		—			—		—
Commodity contracts—fuel caps	Derivative assets		309		1,670			—		—
Total derivatives		$	1,880	$	6,193		$	—	$	586

F-101

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

11. Derivative Financial Instruments (Continued)

        The effects of derivative instruments on the consolidated statements of operations for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor) are as follows:

		Amount of (Loss) Gain Recognized in Income on Derivatives
		(Successor)				(Predecessor)
		Period From January 1, 2018 to November 13, 2018		Period From September 28, 2017 to December 31, 2017		Period From January 1, 2017 to September 27, 2017
	(Loss) Gain Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments Under FASB ASC Topic 815									Year Ended December 31, 2016
Commodity contracts—OCC hedges	Service revenues	$	—	$	—	$	—		$	145
Commodity contracts—fuel caps	Operating expenses		1,670		178		133			145
Interest rate contracts	Interest expense		13,861		3,642		(298	)		(1,041	)

12. Related-Party Transactions

        Lonnie C. Poole, III, the Company's chairman and chief executive officer, is a member of a limited liability company that owns the building in Raleigh, North Carolina, in which the Company leases its headquarters' office space. The lease was initially entered into in June 1999 and currently extends to December 2023. Rental expense related to this lease was approximately $896, $251, $685 and $913 for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively and is included in selling, general, and administrative expenses. Management believes that the lease is an arms-length transaction.

13. Benefit Plans

401(k) Profit Sharing and Retirement Plan

        The Company has a 401(k) savings and retirement plan and trust for the benefit of its full-time employees. The plan was amended as of January 1, 2009, to provide for a safe harbor provision. The eligibility requirements were also changed to allow part-time employees to participate, to reduce the waiting period from one year of service to six months of service and to reduce the age requirement from 21 years of age to 18 years of age. Employee contributions made under this 401(k) pretax contribution plan are matched by the Company with certain restrictions. The Company's matching contributions to the 401(k) plan were approximately $3,942, $866, $2,693 and $3,283 for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017

F-102

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

13. Benefit Plans (Continued)

(Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively. Contributions by the Company are included in operating costs and expenses in the accompanying consolidated statements of operations.

Self-Insured Medical and Dental Plan

        The Company has a self-insured plan for employee medical and dental benefits. The plan covers all full-time employees of the Company beginning on the ninety-first day of employment. The Company pays a portion of the expenses for its employees and their dependents and withholds from employees' wages additional amounts to offset a portion of the cost of these benefits. As claims are processed, the third-party plan administrator requests reimbursement funds from the Company. The Company also has a Qualified High Deductible Health Plan (QHDHP) with a Health Savings Account (HSA). The Company provides a fund match program for employee contributions to the HSA. The Company maintains stop-loss coverage for both plans at $250 per claim, per year. The Company's total costs, net of employee contributions, relating to the plan (including premiums paid, claims paid, and fees) for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), were approximately $17,591, $3,413, $10,161 and $9,600, respectively.

Deferred Compensation Plan

        The Company has a deferred compensation plan available to key employees. A participant may elect to defer up to 100% of annual cash compensation. The Company may increase the amount of the deferral credited under the plan by an amount that is based upon the deferral amount (the "matching amount") and by an amount that is a percentage of compensation established by the Company (the "nonelective amount"). The combined Company match of 65% for compensation deferred into the deferred compensation plan and 401(k) plan may not exceed 6% of the participants' compensation. The Company has not awarded a nonelective amount. Amounts deferred are credited with a rate of increase at the same rate as the rate of earnings credited under a "rabbi trust" established by the Company. The amounts deferred by the participants are fully vested. The Company's matching and nonelective amounts are vested at 20% after two years of service, with vesting of 20% each year thereafter. Payments will be made in an amount equal to the participant's deferrals, matching amounts, and increases at a time elected by the participant in accordance with rules set by Section 409A of the Internal Revenue Code.

        The Company recorded noncurrent liabilities of approximately $2,770 and $2,749 as of November 13, 2018 and December 31, 2017, respectively, related to its deferred compensation obligation. Included in noncurrent assets are marketable securities related to this plan (see Note 16).

F-103

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

14. Commitments and Contingencies

        Certain claims and lawsuits arising in the ordinary course of business have been filed or are pending against the Company. In the opinion of management, all such matters have been adequately provided for, are adequately covered by insurance, or are of a nature that, if disposed of unfavourably, would not have a material adverse effect on the Company's consolidated financial position or results of operations. The Company has commitments related to performance of certain long term service contracts.

        In the period from January 1, 2017 to September 27, 2017 (Predecessor), the Company settled a putative class action lawsuit in connection with certain fuel and environmental fees and charges under our customer contracts for approximately $5,060 including associated legal fees.

        The Company has commitments to demonstrate financial responsibility for municipal and governmental waste service contracts. In order to fulfill our financial assurance obligations with respect to final capping, closure, post-closure and environmental remediation obligations, we generally hold funds in trusts, or obtain letters of credit or surety bonds. As of November 13, 2018 and December 31, 2017, the Company has $21,481 and $41,191 of undrawn letters of credit, primarily for workers compensation and vehicle liability insurance policy deductibles, respectively. We currently have in place all financial assurance instruments necessary for our operations.

15. Stock-Based Compensation Plans

2017 Stock Option Plan (Successor)

        In December 2017, Wrangler Super Holdco Corp. received Board of Director approval for issuance of a new equity based compensation plan ("the 2017 Stock Option Plan"). Under this plan, nonqualified options granted vest based over a 5-year vesting component (38.5%) as well as an exit transaction component (61.5%), subject to certain internal rate of return and return on investment requirements. The options were granted at an exercise price of $4,841.71 per share with a December 8, 2017 grant date fair value of $1,966.29 per share, valued using a Monte-Carlo pricing model.

F-104

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

15. Stock-Based Compensation Plans (Continued)

        The Company is recognizing expense for the time vesting options. For the period from January 1, 2018 to November 13, 2018 (Successor), and the period from September 28, 2017 through December 31, 2017 (Successor), the Company recognized approximately $759 and $66 of expense.

(Successor)	Options			Weighted- Average Exercise Price		Grant Date Fair Value		Aggregate Intrinsic Fair Value		Weighted- Average Remaining Contractual Life (In Years)
Outstanding as of September 28, 2017		—		$	—	$	—	$	—		—
Granted		5,217			4,841.71		1,966.29		—
Exercised		—			—		—		—
Forfeitures		—			—		—		—
Outstanding as of December 31, 2017		5,217			4,841.71		1,966.29		—		9.9
Granted		702			4,841.71		1,966.29		—
Exercised		—			—		—		—
Forfeitures		(45	)		4,841.71		1,966.29		—
Outstanding as of November 13, 2018		5,874		$	4,841.71	$	1,966.29	$	23,089		9.2
Vested and expected to vest		5,874		$	4,841.71	$	1,966.29				9.2

        As of November 13, 2018, approximately 401 options were exercisable. As of December 31, 2017, no options were exercisable.

Marlin MidCo Inc. 2008 Stock Option Plan (Predecessor)

        Certain Predecessor employees were allowed to participate in the Marlin MidCo Inc. 2008 Stock Option Plan, a long-term incentive plan held at another subsidiary of the Predecessor's parent. Under this plan, nonqualified option grants vested based on both a time-vesting component and an exit transaction component. One-half of the units were time vested at the rate of 20% per year for five years or upon completion of an exit transaction. The remaining 50% vested based upon completion of an exit transaction and meeting certain internal rate of return performance targets. The Company is recognizing expense for the time options over the vesting period and recognized approximately $268 and $346 of expense within selling, general, and administrative expense for of the periods from January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively. In conjunction with the Waste Industries Acquisition, all outstanding options were exercised. The expense associated with this exercise is excluded from the Predecessor and Successor operating results.

F-105

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

15. Stock-Based Compensation Plans (Continued)

        A summary of the status of options granted under the Marlin MidCo Inc. 2008 Stock Option Plan as of December 31, 2017 and 2016, and changes during the periods ended on that date is as follows:

(Predecessor)	Options			Weighted- Average Exercise Price		Grant Date Fair Value		Weighted- Average Remaining Contractual Life (In Years)
Outstanding as of December 31, 2015		135,806		$	62.48	$	7.65		3.4
Granted		4,500			94.20		42.86
Exercised		(70	)		75.69		44.97
Forfeitures		(628	)		75.69		44.97
Outstanding as of December 31, 2016		139,608		$	63.43	$	32.17		5.8
Granted		—			—		—
Exercised		—			—		—
Forfeitures		(1,460	)		75.69		44.97
Outstanding as of September 27, 2017		138,148		$	63.30	$	32.04		5.0

Class C Units (Predecessor)

        Certain employees and directors held Class C Company interests of the Predecessor's parent. The Class C Units are a special class of profits interests representing only the right to participate in allocations of net income of the Parent. For non-directors, the Class C Units vest based on both a time vesting component and an exit transaction component. One-half of the units were time vested at the rate of 20% per year for five years or upon completion of an exit transaction. The remaining 50% vested based upon completion of an exit transaction and meeting certain internal rate of return performance targets. Director grants were vested immediately upon grant. The Class C Units had a call feature whereby the Predecessor's parent had up to 180 days to exercise its right to repurchase vested units, upon termination of the holder. The Class C Units have been accounted for as equity awards under FASB ASC Topic 718, which requires the Company to recognize compensation expense for the time-vested portion of the awards, as they vest.

        For the periods from January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), the Company recognized approximately $239 and $405 of compensation expense, respectively, within selling, general, and administrative expenses for vesting of Class C Units.

F-106

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

15. Stock-Based Compensation Plans (Continued)

        No units were exercisable as of December 31, 2016. The Class C Units were exercised in conjunction with the Waste Industries Acquisition and settled through partnership distributions at Marlin Holdco LP. No expense related to this exercise is included either the Predecessor or Successor consolidated statements of operations.

	Units		Weighted- Average Fair Value Price
Outstanding as of December 31, 2015	$	389,706		10.86
Outstanding as of December 31, 2016		389,706		10.86
Outstanding as of September 27, 2017		389,706		10.86

16. Marketable Securities

        The Company holds marketable securities in a "rabbi trust" for its deferred compensation plan (see Note 13). The marketable securities are classified as trading securities and recorded at their fair value and included in other noncurrent assets in the Company's consolidated balance sheets as of November 13, 2018 and December 31, 2017. Changes in the fair value of the assets are recorded as investment income or loss based upon quoted prices in active markets for identical assets. Cash flows from purchases, sales, and maturities are reported within cash flows from operating activities. The Company recognized approximately $21 of unrealized gains, $1,028 of unrealized losses, $580 in unrealized gains and $392 in unrealized gains within its consolidated statements of operations for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor), January 1, 2017 to September 27, 2017 (Predecessor) and year ended December 31, 2016 (Predecessor), respectively, for changes in fair value of these securities. As of November 13, 2018 and December 31, 2017, the fair value of the marketable securities was approximately $2,770 and $2,749, respectively.

17. Fair Value

        FASB ASC Topic 820—Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. The statement does not require new fair value measurements but is applied to the extent that other accounting pronouncements require or permit fair value measurements. The statement emphasizes that fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. Companies will be required to disclose the extent to which fair value is used to measure assets and liabilities, the inputs used to develop the measurements, and the effect of certain of the measurements on earnings (or changes in net assets) for the period.

F-107

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

17. Fair Value (Continued)

        FASB ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The statement describes three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgement or estimation.

        Assets and liabilities measured at fair value and the related valuation input classifications as of November 13, 2018 and December 31, 2017 are as follows:

	2018 (Successor)
			Fair Value Measurements at Reporting Date Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Rabbi trust securities	$	2,770	$	2,770	$	—	$	—
Interest rate caps and swaps		—		—		—		—
Commodity hedges		1,880		—		1,880		—
Total assets	$	4,650	$	2,770	$	1,880	$	—

F-108

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

Notes to Consolidated Financial Statements (Continued)

As of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the Period From
January 1, 2018 to November 13, 2018 (Successor), the Period From September 28, 2017 to
December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and
the Year Ended December 31, 2016 (Predecessor)

(in thousands, except per share amounts)

17. Fair Value (Continued)

	2017 (Successor)
			Fair Value Measurements at Reporting Date Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Rabbi trust securities	$	2,749	$	2,749	$	—	$	—
Interest rate caps and swaps		3,938		—		3,938		—
Commodity hedges		1,670		—		1,670		—
Total assets	$	8,357	$	2,749	$	5,608	$	—

        As of November 13, 2018 and December 31, 2017, there has been no significant impact to the fair value of the Company's interest rate swaps due to the Company's credit risk, as the related agreements are collateralized under its credit facilities. In addition, related to the positions of the Company's interest rate floors and commodity hedges, the Company anticipates that the counterparties will fully satisfy their obligations; and as such, there is no significant impact to their fair value.

Fair Value of Financial Instruments not Recorded at Fair Value—The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate fair value due to the short maturity of these instruments. The carrying amount of the PIK Notes approximates fair value based on the Company's valuation. The fair value of long-term debt, excluding the PIK Notes, was $1,307,502 and $1,196,264 as of November 13, 2018 and December 31, 2017, respectively, based on borrowing rates currently available to the Company.

18. Subsequent Events

        Management has evaluated events occurring subsequent to November 13, 2018 through June 17, 2019, the date these consolidated financial statements were available to be issued, to determine if any such events should either be recognized or disclosed in the consolidated financial statements.

        On October 10, 2018, the Company entered into a definitive merger agreement with GFL Environmental, Inc. to purchase the Company for approximately $2.825 billion. The transaction closed on November 14, 2018. The purpose of the acquisition was to expand GFL's presence in the United States. Approximately $37,610 of debt extinguishment costs, $23,089 of stock based compensation expense and $4,839 of other transaction expenses are not shown in the Successor periods. The expenses were contingent upon the successful completion of the transaction.

        On December 4, 2018, the Company purchased a waste collection and recycling operation in Colorado Springs, Colorado for approximately $84.0 million.

        On March 1, 2019, the Company purchased a waste collection operation in Wilmington, North Carolina for approximately $35.0 million.

F-109

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following Management's Discussion and Analysis of Wrangler Super Holdco Corp. (dba Waste Industries USA) ("Waste Industries") covers periods prior to the consummation of the Waste Industries Merger. Accordingly, the discussion and analysis of historical periods does not reflect the impact that the Waste Industries Merger had on Waste Industries' financial position, results of operations and cash flows, including, without limitation, increased leverage and related interest expense and debt service requirements. This Waste Industries MD&A should also be read in conjunction with the Wrangler Super Holdco Corp. (dba Waste Industries USA) audited consolidated financial statements and related notes as of November 13, 2018 (Successor) and December 31, 2017 (Successor) and for the period from January 1, 2018 to November 13, 2018 (Successor), the period from September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor).

        The Wrangler Super Holdco Corp. (dba Waste Industries USA) audited consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP and are reported in U.S. dollars.

Overview

        Waste Industries is a regional solid waste services company providing solid waste collection, transfer, recycling, processing, and disposal services with operations in North Carolina, South Carolina, Georgia, Tennessee, Virginia, Maryland, Delaware and Colorado.

        On November 14, 2018, Waste Industries was acquired by GFL pursuant to the Waste Industries Merger. Under the terms of the Waste Industries Merger, Waste Industries became a wholly-owned subsidiary of GFL.

Waste Industries USA Acquisition

        On September 28, 2017, Wrangler Super Holdco Corp., through its wholly-owned subsidiary Wrangler Buyer LLC ("Wrangler"), indirectly acquired all of the outstanding common shares of Waste Industries USA, Inc. (the "2017 Acquisition"). Immediately following the 2017 Acquisition, the acquiree, Waste Industries USA, Inc., was converted into a limited liability company, Waste Industries USA LLC.

        The "Predecessor" refers to Marlin Intermediate HoldCo Inc., the parent of Waste Industries USA, Inc. prior to the 2017 Acquisition. Subsequent to the 2017 Acquisition, Wrangler Super Holdco Corp. and its subsidiaries are collectively referred to as the "Successor". Accordingly, the accompanying consolidated financial statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the 2017 Acquisition. As used in this management's discussion and analysis, "Waste Industries" refers to Marlin Intermediate HoldCo Inc. and its subsidiaries during the Predecessor period and Wrangler Super Holdco Corp. and its subsidiaries during the Successor period. The Predecessor and Successor periods have been separated by a black line on the face of the consolidated financial statements and applicable footnotes to highlight the fact that the financial information for such periods has been prepared under two different historical cost basis of accounting. The 2017 Acquisition and related transactions have been reflected as if they had occurred at the beginning of business September 28, 2017.

        Wrangler acquired all of the outstanding equity interests of Marlin Intermediate HoldCo Inc., the indirect parent of Waste Industries. The aggregate purchase price for the 2017 Acquisition was $1,915.0 million, subject to certain post-closing purchase price adjustments. The aggregate purchase

F-110

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

price included the repayment of certain existing indebtedness of Waste Industries, including the repayment in full of borrowings under, and termination of, the then existing senior secured credit facilities and related fees and expenses. The 2017 Acquisition agreement contained customary buyer and seller representations and warranties and customary covenants and other agreements among the parties thereto.

        The total consideration for the 2017 Acquisition, inclusive of a subsequent working capital adjustment, was $1,928.1 million including cash consideration of $1,821.3 million (net of cash and restricted cash acquired of $6.5 million and $2.6 million, respectively), $62.3 million of noncash consideration in the form of an equity rollover by Predecessor management owners and $30.6 million of PIK Notes issuance. Approximately $11.2 million of additional consideration was deferred as an acquisition liability. The total purchase price was funded by equity contributions and borrowings, including an 8-year $305.0 million bond offering and a fully funded $890.0 million term loan facility. The 2017 Acquisition was accounted for under the purchase method of accounting in accordance with provisions for and disclosures of business combinations. Accordingly, the assets acquired and the liabilities assumed have been recorded at fair value. Fair values were estimated by the Company's management based on information currently available and current assumptions to future operations.

        In connection with the consummation of the 2017 Acquisition, Waste Industries also entered into a new 5-year $200 million revolving credit facility. Waste Industries utilized $15.5 million under the new revolving credit facility on the closing date of the 2017 Acquisition to fund an increase in the purchase price resulting from a company acquisition consummated after the signing of the acquisition agreement. The revolver drawing was fully repaid in October 2017.

        Waste Industries completed the detailed revaluation of tangible and intangible assets and liabilities as required by purchase accounting, and the balance sheet as at and for the period ended September 28, 2017 reflects the issuance of new debt and repayment of prior debt. Refer to Waste Industries' historical audited financial statements for details of the acquisition accounting.

Review of Operations for the period from January 1, 2018 to November 13, 2018 (Successor), the period from September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor)

        The following table summarizes certain operating results and other financial data for the periods indicated, which have been derived from the Wrangler Super Holdco Corp (dba Waste Industries) audited consolidated financial statements.

F-111

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Consolidated Statements Of Operations
(in Millions)

	(Successor)						(Predecessor)
	Period From January 1, 2018 to November 13, 2018			Period From September 28, 2017 to December 31, 2017			Period From January 1, 2017 to September 27, 2017
Revenues
Service revenues	$	654.5		$	173.6		$	489.4
Equipment sales		0.9			0.1			0.6
Total revenues		655.4			173.8			490.1
Operating costs and expenses
Operating expenses (exclusive of depreciation and amortization shown below)		409.0			103.9			295.6
Costs of equipment sales		0.5			0.1			0.3
Selling, general, and administrative		60.4			16.2			46.9
Litigation settlement		—			—			5.1
Depreciation and amortization		143.3			40.7			59.7
Impairment of property and equipment		0.6			—			4.2
Transaction costs		4.9			13.3			0.6
Gain on sale of property and equipment		—			(0.1	)		(1.0	)
Total operating costs and expenses		618.6			174.0			411.4
Operating (loss)/income		36.8			(0.2	)		78.7
Other expense/(income)
Interest expense		61.5			22.1			25.2
Interest income		—			—			—
Debt extinguishment costs		—			—			—
Other expense/(income), net		(0.2	)		1.0			(0.7	)
Other expense, net		61.3			23.1			24.5
Income/(loss) before income taxes		(24.4	)		(23.3	)		54.1
Income tax (benefit)/expense		(6.1	)		(99.9	)		18.2
Net income/(loss)		(18.3	)		76.6			36.0
Less income attributable to noncontrolling interests		—			—			(0.1	)
Net income/(loss) attributable to shareholders	$	(18.3	)	$	76.6		$	35.9

        The following table provides selected financial position data as of the dates indicated.

	(Successor)		(Successor)
Selected Consolidated Financial Position Data (in millions)	November 13, 2018		December 31, 2017
Total Assets	$	2,533.6	$	2,372.6
Total Non-Current Liabilities	$	1,553.3	$	1,693.9

F-112

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

        The following compares the period from January 1, 2018 to November 13, 2018 to the prior year period from January 1, 2017 to December 31, 2017. The period from January 1, 2017 to September 27, 2017 is the Predecessor period prior to the 2017 Acquisition, as explained above. The period from September 28, 2017 to November 13, 2018 is the Successor period.

Revenues

        Waste Industries' revenues primarily consist of revenues from its commercial, industrial and residential services generated from collection, and transfer and disposal services, while a smaller share of its revenues are generated from convenience sites, landfill gas-to-energy operations ("LFGTE"), and the processing and sale of recycled commodities and equipment sales. Collection and disposal revenues are principally driven by changes in organic growth comprised of volume and pricing/yield. Yield is defined as the aggregate contribution of price changes, impacted by pricing of services, product mix and churn of customer contracts, but excluding recycled commodities, fuel and environmental fees and the impact of acquisitions.

        Revenues for the period from January 1, 2018 to November 13, 2018 decreased to $655.4 million from $663.9 million, a decrease of $8.5 million, or 1.3%, compared to the period from January 1, 2017 to December 31, 2017. Revenues for the period from January 1, 2018 to November 13, 2018 increased by approximately $40 million related to acquisitions. The acquisition of Alpine Waste & Recycling in Colorado contributed $31.4 million of acquisition growth. Organic growth was also approximately $40 million and all collection, transfer and landfills' product lines grew organically with the higher growth realized for the commercial and industrial (C&I) collection lines and landfills. Landfills' volume increases were primarily from special waste and collection and disposal tonnage. The remaining decrease in revenues is related to the period from January 1, 2018 to November 13, 2018 having 48 fewer days than the period from January 1, 2017 to December 31, 2017.

        Components of revenue for the Successor and Predecessor were as follows:

Revenues
(in millions)

	(Successor)				(Predecessor)
	Period From January 1, 2018 to November 13, 2018		Period From September 28, 2017 to December 31, 2017		Period From January 1, 2017 to September 27, 2017
Collection	$	521.0	$	139.9	$	391.9
Disposal and transfer		84.4		21.5		62.0
Other (including LFGTE, recycling and OEE surcharge)		50.0		12.4		36.2
Total revenue	$	655.4	$	173.8	$	490.1

Operating Expenses

        Operating expenses (exclusive of depreciation and amortization) for the period from January 1, 2018 to November 13, 2018 increased to $409.0 million from $399.5 million, an increase of $9.5 million, or 2.4%, compared to the period from January 1, 2017 to December 31, 2017. The increase in operating expenses would have been greater but for the period from January 1, 2018 to November 13, 2018 having 48 fewer days. Operating expenses increased as a percentage of revenue to 62.4% for the

F-113

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

period from January 1, 2018 to November 13, 2018 versus 60.2% for the period from January 1, 2017 to December 31, 2017. The primary drivers for this increase were higher processing and disposal costs for recycled commodities, higher solid waste disposal and transport costs, increased fuel costs, increased landfills' site maintenance and leachate treatment costs, partially offset by reduced truck maintenance and casualty insurance costs. The global recycled commodities' market deteriorated from 2017 to 2018 such that not only did Waste Industries receive less revenue for recycled cardboard but also had to pay processors to take the co-mingled materials versus receiving revenue for these materials in the comparable prior period. Diesel fuel cost per gallon was approximately 25% higher than the prior year. The higher diesel fuel cost was somewhat mitigated by fuel surcharges to customers, increased pricing, greater usage of the lower cost compressed natural gas and fuel hedging contracts. The abnormally wet weather in the period ended November 13, 2018 impacted landfills' site maintenance and leachate treatment cost.

Operating Expenses
(in millions)

	(Successor)										(Predecessor)
	Period From January 1, 2018 to November 13, 2018		% of Revenue			Period From September 28, 2017 to December 31, 2017		% of Revenue			Period From January 1, 2017 to September 27, 2017		% of Revenue
	(expressed in millions of dollars)
Disposal and transfer	$	149.1		22.8	%	$	37.5		21.6	%	$	106.8		21.8	%
Personnel and benefits		148.0		22.6			38.7		22.3			110.1		22.5
Fuel		28.9		4.4			6.7		3.9			20.3		4.1
Truck and equipment maintenance		39.3		6.0			10.7		6.2			30.2		6.2
Site and ownership		39.5		6.0			9.2		5.3			25.4		5.2
Landfill accretion		4.0		0.6			1.1		0.6			2.8		0.6
		409.0		62.4			103.9		59.8			295.6		60.3

Selling, General and Administrative

        Selling, general and administrative ("SG&A") expenses for the period from January 1, 2018 to November 13, 2018 decreased to $60.4 million from $63.1 million, a decrease of $2.7 million, or 4.3%, compared to the period from January 1, 2017 to December 31, 2017. SG&A expenses would have increased but for the period from January 1, 2018 to November 13, 2018 having 48 fewer days. The increases that would have occurred would have been primarily due to general wage increases, higher legal and professional fees related to acquisition due diligence and provision for bad debts. SG&A expenses as a percentage of revenues were 9.2% for the period from January 1, 2018 to November 13, 2018 compared to 9.5% for the period from January 1, 2017 to December 31, 2017.

F-114

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Depreciation and Amortization

        The 2017 Acquisition was accounted for under the purchase method of accounting and accordingly the assets acquired and the liabilities assumed were recorded at fair value. The significant increase in depreciation and amortization period over period was due to the revaluation.

Litigation Settlement

        Included in the prior period is a litigation settlement and related legal fees for $5.1 million incurred for a putative class action lawsuit in connection with certain fuel and environmental fees charged under our customer contracts.

Impairment of Property

        The non-cash impairment charges are related to idle properties for the period from January 1, 2018 to November 13, 2018 and primarily for the capital expenditures determined not to be recoverable associated with our Decatur County, Tennessee landfill for the prior period.

Transaction Costs

        Transaction costs of $4.9 million for the period from January 1, 2018 to November 13, 2018 were primarily for legal and tax fees for the 2017 Acquisition. For the prior year period from January 1, 2017 to December 31, 2017 approximately $13.9 million was incurred for due diligence costs and transaction costs for the 2017 Acquisition.

Interest Expense

        Interest expense was higher year-over-year due to increased borrowing to finance the 2017 Acquisition and additional term loan borrowing of $170 million in May 2018 to fund acquisitions by Waste Industries.

Other Expense (Income)

        The significant component of other expense (income) is the unrealized gain or loss in fair value of securities within Waste Industries' deferred compensation plan. In accordance with U.S. GAAP, such non-cash gains and losses are also included in SG&A as components of wages.

Income Tax Expense

        Taxes fluctuate based on Waste Industries' net income or loss in the applicable period and do not reflect timing differences between when expenses are claimed for tax purposes compared to when they are recognized for accounting purposes. Waste Industries may recognize a tax benefit by utilizing the net operating losses available to carry forward to reduce its income tax expense. In addition, Waste Industries may also benefit from federal tax credits in connection with its renewable energy activities.

        Federal tax legislation in late 2017 reduced the federal corporate statutory rate from 35% to 21%. The income tax benefit recorded for the period ending November 13, 2018 differs from the federal statutory rate primarily due to state taxes and tax credits attributable to renewable energy activities and alternative fuels.

F-115

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Review of Operations for Fiscal 2017 Compared to Fiscal 2016

        The following table summarizes certain operating results and other financial data for the periods indicated, which have been derived from the Wrangler Super Holdco Corp (dba Waste Industries) audited consolidated financial statements.

Consolidated Statements Of Operations
(in Millions)

	(Successor)			(Predecessor)
	Period From September 28, 2017 to December 31, 2017			Period From January 1, 2017 to September 27, 2017			Year Ended December 31, 2016
Revenues
Service revenues	$	173.6		$	489.4		$	614.6
Equipment sales		0.1			0.6			0.6
Total revenues		173.8			490.1			615.3
Operating costs and expenses
Operating expenses (exclusive of depreciation and amortization shown below)		103.9			295.6			374.4
Costs of equipment sales		0.1			0.3			0.4
Selling, general, and administrative		16.2			46.9			60.1
Litigation settlement		—			5.1			—
Depreciation and amortization		40.7			59.7			73.4
Impairment of property and equipment		—			4.2			14.2
Transaction costs		13.3			0.6			0.7
Gain on sale of property and equipment		(0.1	)		(1.0	)		(1.2	)
Total operating costs and expenses		174.0			411.4			521.9
Operating (loss)/income		(0.2	)		78.7			93.4
Other expense/(income)
Interest expense		22.1			25.2			33.5
Interest income		—			—			—
Debt extinguishment costs		—			—			1.0
Other expense/(income), net		1.0			(0.7	)		(0.5	)
Other expense, net		23.1			24.5			34.0
Income/(loss) before income taxes		(23.3	)		54.1			59.4
Income tax (benefit)/expense		(99.9	)		18.2			19.9
Net income/(loss)		76.6			36.0			39.5
Less income attributable to noncontrolling interests		—			(0.1	)		(0.1	)
Net income/(loss) attributable to shareholders	$	76.6		$	35.9		$	39.4

F-116

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

        The following table provides selected financial position data as of the dates indicated.

	(Successor)		(Predecessor)
Selected Consolidated Financial Position Data (in millions)	December 31, 2017		September 27, 2017		December 31, 2016
Total Assets	$	2,372.6	$	961.3	$	894.1
Total Non-Current Liabilities	$	1,693.9	$	940.1	$	823.3

        For purposes of the following discussion, the results for the Predecessor period from January 1, 2017 to September 27, 2017 have been aggregated with the results for the Successor period from September 28, 2017 to December 31, 2017.

Revenue

        Revenues for the year ended December 31, 2017 increased to $663.9 million from $615.3 million, an increase of $48.6 million, or 7.9%, compared to the year ended December 31, 2016. The increase primarily related to organic volume growth of 1.9%, organic price/yield growth of 1.9%, OEE surcharges increase of 0.4%, acquisition growth of 3.0% and recycled commodities revenue growth of 0.7%.

        Collection lines' volume and price/yield growth for the year were 2.3% and 2.0%, respectively. Organic volume growth was led by longer term industrial roll-off and residential collection volumes. Price/yield growth was highest for the front-end commercial and longer-term industrial roll-off collection lines. Third party landfills' volume and yield were (6.5%) and 2.9%, respectively. Third party landfills' volume was lower primarily due to reduced coal ash volumes at the Taylor County, Georgia landfill. Total company landfills' tonnage was even with prior year as internalized tonnage increased from 42.1% to 43.8% with internalized municipal solid waste and collection and disposal higher year-over-year by 12% and 8%, respectively. Waste Industries internalized more municipal solid waste tonnage from a transfer station that it operated as part of a new municipal contract awarded in the third quarter of 2017 and also from another transfer station that it opened in December 2016.

        Components of revenue for the year ended December 31, 2017 and 2016 were as follows:

Revenues
($ in Millions)

	(Successor)		(Predecessor)
	Period From September 28, 2017 to December 31, 2017		Period From January 1, 2017 to September 27, 2017
					Year Ended December 31, 2016
Collection	$	139.9	$	391.9	$	492.7
Disposal and transfer		21.5		62.0		81.8
Other (including LFGTE, recycling and oil/energy surcharge)		12.4		36.2		40.8
Total revenue	$	173.8	$	490.1	$	615.3

F-117

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Expenses

        Operating expenses (exclusive of depreciation and amortization) for the year ended December 31, 2017 increased to $399.5 million from $374.4 million, an increase of $25.1 million, or 6.7%, compared to the year ended December 31, 2016. Operating expenses for the year ended December 31, 2017 declined as a percentage of revenue to 60.2% versus 60.8% for the prior period. The lower costs, as a percentage of revenue, were primarily driven by lower disposal cost as a result of increased waste internalization, partially offset by higher volume of waste transfer cost to landfills and transfer station operating cost, reduced cost of fleet maintenance and landfills' site cost and lower workers' compensation and casualty insurance cost. These favourable items were partially offset by higher medical claims and fuel costs.

Operating Expenses
(in Millions)

	(Successor)					(Predecessor)
	Period From September 28, 2017 to December 31, 2017		% of Revenue			Period From January 1, 2017 to September 27, 2017		% of Revenue			Year Ended December 31, 2016		% of Revenue
	(expressed in millions of dollars)
Disposal and transfer	$	37.5		21.6	%	$	106.8		21.8	%	$	134.0		21.8	%
Personnel and benefits		38.7		22.3			110.1		22.5			140.8		22.9
Fuel		6.7		3.9			20.3		4.1			22.7		3.7
Truck and equipment maintenance		10.7		6.2			30.2		6.2			38.9		6.3
Site and ownership		9.2		5.3			25.4		5.2			34.4		5.6
Landfill accretion		1.1		0.6			2.8		0.6			3.6		0.6
		103.9		59.8			295.6		60.3			374.4		60.8

Selling, General and Administrative

        SG&A expenses increased 5.0% year-over-year primarily due to general wage increases, employment costs and higher medical claims. SG&A expenses as a percentage of revenues were 9.5% for 2017 compared to 9.8% for 2016.

Litigation Settlement

        Litigation settlement of $4.9 million and related legal fees of $0.2 million were incurred for the settlement of the putative class action lawsuit in connection with certain fuel and environmental fees charged under Waste Industries' customer contracts.

Depreciation and Amortization

        The 2017 Acquisition was accounted for under the purchase method of accounting, and accordingly the assets acquired and the liabilities assumed were recorded at fair value. The significant increase in depreciation and amortization for the year 2017 is due to the revaluation.

F-118

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Impairment of Property

        Reflects the non-cash impairment of a landfill operating contract of $4.2 million for the year ended December 31, 2017, compared to an impairment of $14.2 million for the year ended December 31, 2016 related to the landfill operation contract.

Transaction costs

        Transaction costs of the buyer in 2017 relate to the 2017 Acquisition and were $13.9 million, comprised primarily of costs incurred for legal fees, due diligence and transaction accounting fees.

Other Expense (Income)

        The most significant component of other expense (income) was the unrealized gain (or loss) in fair value of securities within Waste Industries' deferred compensation plan. For the year ended December 31, 2017, this loss was $0.4 million compared to the prior year gain of $0.4 million. In accordance with U.S. GAAP, such non-cash gains and losses are also included in SG&A as components of wages.

Income Tax Expense

        U.S. Federal tax legislation late in the year 2017 reduced the federal corporate tax rate from 35% in 2016 to 21% in 2017. Waste Industries was therefore required to revalue deferred tax assets and liabilities at the enacted rate. This contributed to an income tax benefit of $81.8 million for the year ended December 31, 2017.

Indebtedness

        A summary of our bank indebtedness and commitments as of November 13, 2018 is shown in the following table.

(US$ In Millions)	Balance		*Rate			Maturity	Remaining Capacity
Revolver ($200.0)	$	—		—		September 2022		178.5
Term Loan B		1,029.5		4.99	%	September 2024		—
Senior Notes		305.0		6.00	%	October 2025		—
Total		1,334.5		—		—		178.5
Cash		10.6		—		—		—
Net Debt		1,323.9		—		—		—
Letters of Credit(a)		21.5		2.75	%	Annual		—

*

Rates include credit spread of 2.75% for revolver, 2.75% for TLB and 2.75% for letters of credit.

(a)

The letters of credit are for insurance claims' deductibles and for landfill closure/post closure costs.

F-119

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Senior Secured Credit Facility Covenant

        In late May 2018, Waste Industries added $170.0 million of incremental term loans to its Term Loan B to facilitate two acquisitions, one in Colorado in mid-May and the other in southern Pennsylvania in mid-July. In conjunction with the incremental term loans, the aggregate Term Loan B facility was repriced from a 3.00% margin to 2.75%.

        The senior secured credit facility of Waste Industries contained a financial maintenance covenant which limited its first lien net debt leverage ratio to no more than 7.00 to 1.00. This covenant will only be tested at the end of any quarter when 35% or more of the new revolving credit facility is drawn at such date, but excluding cash collateralized letters of credit and $10 million of non-cash collateralized letters of credit.

        The Waste Industries credit facilities were repaid and terminated as part of the Waste Industries Merger.

Contractual Obligations

        The following table summarizes significant undiscounted maturities of Waste Industries' contractual obligations and commitments as of November 13, 2018.

	Total		2018		2019 - 2021		2022 - 2023		Thereafter
	(expressed in millions of dollars)
Long-term debt	$	1,335.4	$	0	$	32.7	$	21.2	$	1,281.5
Leases		17.3		0.4		9.8		3.9		3.2
	$	1,352.7	$	0.4	$	42.5	$	25.1	$	1,284.7

Off-Balance Sheet Arrangements

        Waste Industries has no off-balance sheet arrangements that have or are reasonably likely to have a current or material effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Liquidity and Capital Resources

Overview

        Historically, Waste Industries financed its capital and working capital requirements through a combination of cash flows from operating activities and borrowings under its credit facilities, and its liquidity depended on its financial results, results of operations, acquisition activity and available sources of additional equity or debt financing.

F-120

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Historical Cash Flows for the Period from January 1, 2018 to November 13, 2018,
the Period from September 28, 2017 to December 31, 2017 and January 1, 2017 to
September 27, 2017 and the Year ended December 31, 2016

	(Successor)						(Predecessor)
	Period From January 1, 2018 to November 13, 2018			Period From September 28, 2017 to December 31, 2017			Period From January 1, 2017 to September 27, 2017
										Year Ended December 31, 2016
($ in millions)
Net cash provided by operating activities		124.3			37.1			108.5			134.7
Net cash used in investing activities		(271.2	)		(1,846.1	)		(107.1	)		(112.7	)
Net cash provided by/(used in) financing activities		136.8			1,832.7			9.9			(84.5	)

Operating Activities

        For the period from January 1, 2018 to November 13, 2018, cash flow generated from operating activities decreased to $124.3 million from $145.6 million, a decrease of $21.3 million compared to the full year period ended December 31, 2017. The decrease in cash flow generated from operating activities was primarily impacted by higher interest expense and the period from January 1, 2018 to November 13, 2018 having 48 fewer days.

        For the year ended December 31, 2017, cash flow generated from operating activities increased to $145.6 million from $134.7 million, an increase of $10.9 million compared to the year ended December 31, 2016. The increase in cash flow generated from operating activities was primarily impacted by higher earnings net of non-cash adjustments and favourable balance sheet changes.

Investing Activities

        For the period from January 1, 2018 to November 13, 2018, cash used in investing activities decreased to $271.2 million from $1,953.2 million, a decrease of $1,682.0 million compared to the full year period ended December 31, 2017. The decrease in cash used in investing activities was primarily due to the 2017 Acquisition. Additionally, the period from January 1, 2018 to November 13, 2018 had 48 fewer days.

        For the full year ended December 31, 2017, cash used in investing activities increased to $1,953.2 million from $112.7 million, an increase of $1,840.5 million compared to the year ended December 31, 2016. The increase in cash used in investing activities was primarily impacted by the 2017 Acquisition.

Financing Activities

        For the period from January 1, 2018 to November 13, 2018, cash provided by financing activities decreased to $136.8 million from $1,842.6 million, a decrease of $1,705.8 million compared to the full year period ended December 31, 2017. The decrease in cash provided by financing activities was primarily impacted by reduced net borrowings to fund acquisitions and decreased equity issuances, partially offset by reduced dividends. Additionally the period from January 1, 2018 to November 13, 2018 had 48 fewer days.

F-121

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

        For the year ended December 31, 2017, cash provided by (used in) financing activities increased to $1,842.6 million from ($84.5) million, an increase of $1,927.1 million compared to the year ended December 31, 2016. The increase in cash provided by financing activities was primarily from higher net borrowings and increased equity to effect the 2017 Acquisition.

Capital Expenditures

        For the period from January 1, 2018 to November 13, 2018, capital expenditures decreased to $87.6 million from $102.1 million, a decrease of $14.5 million, or 14.2%, compared to the full year period ended December 31, 2017. The decrease in capital expenditures was primarily due to reduced spending for growth capital and landfills' cell construction.

        For the year ended December 31, 2017, capital expenditures increased to $102.1 million from $92.0 million, an increase of $10.1 million, or 11.0%, compared to the year ended December 31, 2016. The increase in capital expenditures was primarily due to higher spending for trucks, containers and compactors and expansion facilities' construction.

Related Party Transactions

        Lonnie C. Poole, III, Waste Industries' chairman and chief executive officer, during the relevant period, is a member of a limited liability company that owns the building in Raleigh, North Carolina, in which Waste Industries leases its headquarters' office space. The lease was initially entered into in June 1999 and currently extends to December 2023. Rental expense related to this lease was approximately $0.9 million, $0.3 million, $0.7 million and $0.9 million for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor), respectively and is included in selling, general, and administrative expenses. Management believes that the lease is an arms-length transaction.

Capitalization

        As of November 13, 2018, Waste Industries' equity capital consisted entirely of shares of common stock.

        Waste Industries paid cash dividends of $82.6 million and $75.0 million for the period from January 1, 2017 through September 27, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor), respectively, including $45.0 million of cash dividends declared in 2015 and paid in 2016. Under the Predecessor Credit Agreement, the payment of cash dividends was restricted based on certain lockup provisions, prepayment requirements, and available cash. If Waste Industries was not in compliance with these covenants, or otherwise is in default under the facility, it would not be able to pay cash dividends. Under the Successor Credit Agreement, the payment of cash dividends is restricted based on achievement of certain leverage ratios.

Critical Accounting Judgement and Estimates

        The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

F-122

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Material estimates that are particularly susceptible to significant change in the near term relate to self-insurance reserves, share-based compensation, fair value of derivative financial instruments, uncertain tax positions, closure/post closure liabilities, intangible assets, and assumptions used in testing the recoverability of goodwill and property and equipment. Certain estimates and assumptions, including anticipated future cash flows, discount rates, useful lives of assets, market conditions and other items were used in determining the fair value of assets acquired and liabilities assumed. Actual results could differ from these estimates.

Allowance for Doubtful Accounts

        Waste Industries maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The estimated allowance for doubtful accounts is based upon historical collection trends; type of customer, such as municipal or non-municipal; the age of the outstanding receivables; and existing economic conditions. The allowance for doubtful accounts was $1.7 million and $1.3 million as of November 13, 2018 and December 31, 2017, respectively.

        If the financial conditions of Waste Industries' customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required.

Property and Equipment

        Property and equipment are stated at cost. Depreciation and amortization expense are calculated using the straight-line method. Estimated useful lives are as follows:

Land improvements	7 years
Machinery and equipment	5 - 10 years
Collection vehicles	7 - 12 years
Containers and compactors	8 - 10 years
Furniture, fixtures, and office equipment	3 - 7 years
Buildings	30 years

        Landfill permitting, acquisition, and preparation costs are amortized using a units-of-consumption method as permitted airspace of the landfill is consumed. In some circumstances, Waste Industries includes airspace that is not currently permitted but is part of an expansion effort in its estimate of available airspace. To do so, the following criteria must be met:

•

The land where the expansion is being sought is contiguous to the current disposal site and is either owned by Waste Industries or the property is under an option, purchase, operating, or other agreement.

•

Total development costs, final capping costs, and closure/post closure costs have been determined.

•

Internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial operational impact.

F-123

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

•

Internal or external personnel are actively working to obtain the necessary approvals to obtain the landfill expansion permit.

•

Obtaining the expansion is considered probable. For a pursued expansion to be considered probable there must be no significant known technical, legal, community, business, or political restrictions or similar issues existing that could impair the success of the expansion.

•

The land where the expansion is being sought has the proper zoning or proper zoning can readily be obtained.

        Landfill permitting and preparation costs represent only direct costs related to these activities, including legal, engineering, and construction. Landfill preparation costs include the costs of construction associated with excavation, liners, site berms, and the installation of leak detection and leachate collection systems. Interest is capitalized on landfill permitting and construction projects and other projects under development while the assets are undergoing activities to ready them for their intended use. The interest capitalization rate is based on Waste Industries' weighted-average cost of indebtedness. Interest capitalized for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor), was $0.2 million, $0, $0.3 million and $0.5 million, respectively. In determining the amortization rate for a landfill, preparation costs include the total estimated costs to complete construction of the landfill's permitted and probable to be permitted capacity. Units-of-consumption amortization rates are determined annually. The rates are determined by management, based on estimates provided by Waste Industries' internal and third-party engineers. Management considers information provided by surveys that are performed at least annually.

        Direct costs related to the development of specific landfill sites are capitalized if the land on which the site is being developed is either owned by Waste Industries or is under an option, purchase, operating, or other agreement, and it is probable that Waste Industries will obtain the required permits to operate the landfill. Indirect costs are expensed as incurred.

        Management routinely reviews its investment in operating landfills to determine whether the costs of these investments are realizable. Judgements regarding the existence of impairment indicators are based on regulatory factors, market conditions, and operational performance of Waste Industries' landfills.

        The costs of maintenance and repairs are expensed as incurred. Improvements and betterments that add new functionality or extend the useful life of the asset are capitalized.

Intangible Assets

        Indefinite lived intangible assets primarily consist of goodwill and trade names acquired in business combinations.

F-124

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

        Waste Industries operates as one reporting unit based on its current reporting structure. Waste Industries performs an annual goodwill and indefinite lived intangibles impairment test based on the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, Intangibles—Goodwill and Other. Periodically, Waste Industries analyzes whether events have occurred that would more likely than not reduce its enterprise fair value below its carrying amount and, if necessary, will perform a goodwill and indefinite lived impairment test between annual dates. Impairment charges are recognized as operating expenses. The Predecessor's annual assessment date was July 31. Waste Industries completed its annual impairment assessment as of July 31, 2017, and determined that there was no impairment. The Successor completed its annual impairment assessment as of November 13, 2018 and December 31, 2017, and determined that there was no impairment.

        Definite lived intangible assets primarily consist of customer relationships. Intangible assets with a definite life are amortized over their expected lives, typically 5 to 20 years, on a straight-line or accelerated basis to match the economic benefit received.

Self-Insurance Reserves

        Waste Industries assumes the risks for medical, dental, workers' compensation, and casualty insurance exposures up to certain loss thresholds set forth in separate insurance contracts. Waste Industries' insurance accruals are based on claims filed and estimates of claims incurred but not reported. The insurance accruals are influenced by Waste Industries' actuarially determined past claims experience factors.

Share-Based Compensation

        The principal awards issued under stock-based compensation plans, which are described in Note 15 in the accompanying financial statements, include nonqualified stock options, profits interests, and common stock. The cost for such awards is measured at the grant date based on the calculated fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods (generally, the vesting period of the equity award) in Waste Industries' consolidated statements of operations.

        In March 2016, the FASB issued amended guidance associated with stock-based compensation as part of its simplification initiative to reduce the cost and complexity of compliance with GAAP, while maintaining or improving the usefulness of the information provided. The amended guidance changes both the accounting and financial reporting for certain income tax impacts of stock-based compensation. All excess tax benefits and tax deficiencies are required to be recognized as an income tax benefit or provision rather than as a component of equity. The guidance also provides for changes in the calculation of forfeitures related to the expense of stock-based compensation. The amended guidance was effective for Waste Industries on January 1, 2018. The adoption of this amended guidance did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

        In January 2017, the FASB issued amended guidance to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. An impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amended

F-125

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

guidance is effective for Waste Industries on January 1, 2022, with early adoption permitted. The guidance will be applied prospectively. We are in the process of assessing the provisions of this amended guidance.

        In May 2014, the FASB issued amended authoritative guidance associated with revenue recognition. The amended guidance requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the amendments will require enhanced qualitative and quantitative disclosures regarding customer contracts. The amended guidance associated with revenue recognition is effective for Waste Industries on January 1, 2019, with early adoption permitted. The amended guidance may be applied retrospectively for all periods presented ("full retrospective method") or retrospectively with the cumulative effect of initially applying the amended guidance recognized at the date of initial adoption ("modified retrospective method"). Waste Industries is evaluating the effect this guidance will have on its consolidated financial statements and related disclosures.

        In February 2016, the FASB issued amended guidance associated with lease accounting. The amended guidance requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. The disclosure of key information about leasing arrangements will also be required. The amended guidance is effective for Waste Industries on January 1, 2020, with early adoption permitted. Waste Industries is evaluating the effect this guidance will have on its consolidated financial statements and related disclosures.

Financial Instruments

        Waste Industries utilizes interest rate swap agreements to manage a portion of its risks related to fluctuations in interest rates. Waste Industries' current interest rate agreements are not designated as accounting hedges; accordingly, Waste Industries recognizes changes in the fair value of these instruments as a component of interest expense in its consolidated statements of operations.

        As of November 13, 2018, no interest rate caps and swaps were in effect.

        The fair value of Waste Industries' interest rate swap/floor agreements represents the estimated amount Waste Industries would receive or pay to terminate the interest rate swap/floor agreements, taking into consideration the difference between the contract rate of interest and rates currently quoted for an agreement of similar term and maturity. The fair value of the interest rate swap agreements represented a current liability of $0.6 million and a noncurrent asset of $4.5 million as of December 31, 2017. The fair value of the interest cap agreements represented a noncurrent asset of $0 as of December 31, 2017.

        Waste Industries recognized $(13.9) million, $(3.9) million, $0.3 million and $0.2 million of interest expense (income) associated with mark-to-market adjustments for interest rate swaps within its consolidated statements of operations for the periods from January 1, 2018 to November 13, 2018 (Successor) and September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor), respectively.

        Waste Industries uses diesel fuel option agreements to manage a portion of its exposure to fluctuations in diesel fuel prices. To date, such agreements have not been significant to Waste

F-126

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Industries' consolidated financial condition and results of operations. The fair value of Waste Industries' fuel commodity contracts were obtained from dealer quotes. This value represents the estimated amount Waste Industries would receive or pay to terminate the commodity contracts, taking into consideration the difference between the contract value of the fuel volume and values currently quoted for agreements of similar term and maturity. The fair value of the agreements represented an asset of approximately $1.9 million ($1.6 million current) and $1.7 million (current) as of November 13, 2018 and December 31, 2017, respectively. Waste Industries recognized approximately $0.4 million, $(0.4) million, $0.9 million and $(0.1) million of expense (income) for changes in the fair value of the fuel contracts within its consolidated statements of operations for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 27, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor), respectively.

        The major types of derivative instruments and their locations on the consolidated balance sheets as of November 13, 2018 and December 31, 2017, are as follows:

	Fair Values of Derivative Instruments (in millions)
	Asset Derivatives					Liability Derivatives
		(Successor)		(Successor)			(Successor)		(Successor)
	Balance Sheet Location					Balance Sheet Location
		2018		2017			2018		2017
Derivatives not designated as hedging instruments:
Interest rate contracts	Derivative assets	$	—	$	—	Current derivative liabilities	$	—	$	0.6
Interest rate contracts	Other noncurrent assets		—		4.5			—		—
Commodity contracts—fuel caps	Current derivative assets		1.6		1.7			—		—
Commodity contracts—fuel caps	Derivative assets		0.3		—			—		—
Total derivatives		$	1.9	$	6.2		$	—	$	0.6

Risk Factors

Credit Risk

        Financial instruments that potentially subject Waste Industries to concentrations of credit risk consist primarily of accounts receivable and derivative agreements. Credit risk on accounts receivable is minimized as a result of the large and diverse nature of Waste Industries' customer base. No single customer accounted for more than 3% of revenues for the periods from January 1, 2018 to November 13, 2018 (Successor), September 28, 2017 to December 31, 2017 (Successor) and January 1, 2017 to September 28, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor). One customer accounted for approximately 3% and 4% of the net trade accounts receivable balance as of November 13, 2018 and December 31, 2017, respectively. Waste Industries does not believe that the loss of any single customer would have a material adverse effect on its consolidated results of operations or financial position.

F-127

Wrangler Super Holdco Corp.
(dba Waste Industries USA)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

        Waste Industries is exposed to credit losses in the event of nonperformance by counterparties to certain commodity hedge and interest rate agreements (see Note 11). Waste Industries anticipates that the counterparties will be fully able to satisfy their obligations under the contracts. Waste Industries does not obtain collateral or other security to support financial instruments subject to credit risk, but Waste Industries does monitor the credit standing of counterparties.

Interest Rate Risk

        Waste Industries utilizes interest rate swap agreements to manage a portion of its risks related to fluctuations in interest rates. Waste Industries' current interest rate agreements are not designated as accounting hedges; accordingly, Waste Industries recognizes changes in the fair value of these instruments as a component of interest expense in its consolidated statements of operations.

Liquidity Risk

        Waste Industries monitors and manages its liquidity to ensure that it has access to sufficient funds to meet its liabilities when due. Management believes that future cash flows from operations and the availability of credit under existing bank arrangements is adequate to support Waste Industries' financial liquidity needs for its ongoing operations.

        On November 9, 2017, Waste Industries hedged its interest rate exposure, via swaps, for $600.0 million notional at an average rate of 1.92% for one month LIBOR for the period from November 30, 2017 to November 30, 2021. The interest rate hedges were terminated as part of the Waste Industries Merger.

Commodity Risk

        Waste Industries uses diesel fuel option agreements to manage a portion of its exposure to fluctuations in diesel fuel prices. The fair value of Waste Industries' fuel commodity contracts were obtained from dealer quotes. This value represents the estimated amount Waste Industries would receive or pay to terminate the commodity contracts, taking into consideration the difference between the contract value of the fuel volume and values currently quoted for agreements of similar term and maturity.

        In early May of 2017, Waste Industries hedged 4.8 million gallons for 2018 at the diesel equivalent price of $2.40 to $2.45 per gallon. In mid-August 2018, Waste Industries purchased call options for 5.0 million gallons Gulf Coast-ULSD for 2019 at the diesel equivalent price of $3.10 to $3.13 per gallon. Because Waste Industries' fuel hedging is via purchase of call options (i.e., caps), Waste Industries will continue to benefit from any downside price movement without further cash outlay. The hedge is for all gallons not fully covered by the oil/energy/environmental ("OEE") surcharge, primarily gallons to service the residential subscription customers, a portion of the municipal contracts and a portion of the front-end and roll-off customers.

F-128

73,170,733 Shares

Subordinate Voting Shares

GFL Environmental Inc.

PROSPECTUS

J.P. Morgan BMO
Capital Markets Goldman Sachs &
Co. LLC RBC
Capital Markets Scotiabank

Barclays BC Partners Raymond James Stifel TD Securities Inc.

BofA Securities CIBC Capital Markets HSBC National Bank Financial Inc.

                        , 2020

Through and including                        , 2020 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to dealer a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

[Alternative Pages for Tangible Equity Units Prospectus]

Subject to Completion. Dated February 25, 2020.

GFL Environmental Inc.

14,000,000            % Tangible Equity Units

          We are offering 14,000,000            % tangible equity units, or "Units". Each Unit has a stated amount of US$50.00 (or $66.67 based on an exchange rate of US$1.00 = $1.3333). Each Unit is comprised of (i) a prepaid stock purchase contract, or "purchase contract", issued by us and (ii) a senior amortizing note due March 15, 2023, or "amortizing note", issued by us. Each amortizing note will have an initial principal amount of US$                and a final installment payment date of March 15, 2023.

          Unless settled earlier at your option or at our option as described herein, on March 15, 2023 (subject to postponement in certain limited circumstances), each purchase contract will automatically settle, and we will deliver a number of subordinate voting shares, per purchase contract based on the applicable market value (as defined herein) of our subordinate voting shares as set forth below:

•

if the applicable market value is greater than the threshold appreciation price, which is approximately US$                , you will receive                 subordinate voting shares per purchase contract;

•

if the applicable market value is less than or equal to the threshold appreciation price but greater than or equal to the reference price, which is approximately US$                    , you will receive a number of subordinate voting shares per purchase contract equal to US$50.00, divided by the applicable market value; and

•

if the applicable market value is less than the reference price, you will receive                    subordinate voting shares per purchase contract.

          At any time prior to the second scheduled trading day immediately preceding March 15, 2023, you may settle your purchase contracts early, and we will deliver to you a number of subordinate voting shares per purchase contract equal to: (i) if you settle purchase contracts prior to 5:00 p.m., New York City time, on September     , 2020, 95% of the minimum settlement rate on the early settlement date, and (ii) if you settle purchase contracts commencing on September     , 2020, the minimum settlement rate on the early settlement date, subject, in either case, to adjustment as described herein. In addition, if a "fundamental change" (as defined herein) occurs and you elect to settle your purchase contracts early in connection with such fundamental change, you will receive a number of subordinate voting shares per purchase contract equal to the fundamental change early settlement rate, as described herein. We may elect to settle all, but not less than all, outstanding purchase contracts on or after March 15, 2021 and prior to March 15, 2023 at the "early mandatory settlement rate" (as defined herein).

          The amortizing notes will pay you equal quarterly cash installments of US$                        per amortizing note (except for the June 15, 2020 installment payment, which will be US$                        per amortizing note), which cash payment in the aggregate will be equivalent to            % per year with respect to each US$50.00 stated amount of Units. The amortizing notes will be our general unsecured senior obligations and will rank equally with all of our other existing and future unsecured senior indebtedness from time to time outstanding. If we elect to settle the purchase contracts early, you will have the right to require us to repurchase your amortizing notes. Other than cash payments in lieu of fractional shares, holders of purchase contracts will not receive any cash distributions.

          Concurrently with this offering, we are also making an initial public offering of our subordinate voting shares. In that offering, we are offering 71,652,440 subordinate voting shares and Josaud II Holdings Inc. (the "selling shareholder"), an entity owned and controlled by Patrick Dovigi, is offering 1,518,293 subordinate voting shares (the "Concurrent Offering"). The Concurrent Offering is being made by means of a separate prospectus and not by means of this prospectus. In the Concurrent Offering, we have granted the underwriters of that offering an option to purchase up to an additional 10,975,609 subordinate voting shares at the initial public offering price less the underwriting discount, within 30 days from the date of the separate prospectus. The closing of this offering of the Units is conditioned upon the closing of the Concurrent Offering, but the closing of the Concurrent Offering is not conditioned upon the closing of this offering of the Units.

          Prior to this offering and the Concurrent Offering, there has been no public market for the Units or our subordinate voting shares. Our subordinate voting shares have been approved for listing on the New York Stock Exchange ("NYSE") under the symbol "GFL" and our subordinate voting shares have been conditionally approved for listing on the Toronto Stock Exchange ("TSX") under the symbol "GFL". In addition, we have applied to list the Units on the NYSE under the symbol "GFLU", subject to satisfaction of minimum listing standards with respect to the Units. If the Units are approved for listing, we expect trading on the NYSE to begin on the day the Units are first issued. The subordinate voting shares deliverable upon settlement of all purchase contracts are also expected to be listed on the NYSE and we intend to apply to list the subordinate voting shares deliverable upon settlement of all purchase contracts on the TSX. We will not initially apply to list the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system, but we may apply to list such separate purchase contracts and separate amortizing notes in the future as described herein.

See "Risk Factors" beginning on page A-11 to read about factors you should consider before investing in the Units.

Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Unit	Total
Public offering price	US$        ($        )	US$        ($        )
Underwriting discounts and commissions(1)	US$        ($        )	US$        ($        )
Proceeds, before expenses, to GFL Environmental Inc.	US$        ($        )	US$        ($        )

(1)

See "Underwriting (Conflicts of Interest)" for additional information regarding underwriting compensation.

          To the extent that the underwriters sell more than 14,000,000 Units, the underwriters have the option to purchase up to an additional 2,100,000 Units from us at the public offering price less the underwriting discount, within 13 days beginning on, and including, the date of the initial issuance of the Units.

          The underwriters expect to deliver the Units against payment in Toronto, Ontario on or about                        , 2020.

J.P. Morgan BMO
Capital Markets Goldman Sachs &
Co. LLC RBC
Capital Markets Scotiabank

Barclays BC Partners Raymond James Stifel TD Securities Inc.

BofA Securities CIBC Capital Markets HSBC National Bank Financial Inc.

The date of this prospectus is                        , 2020.

THE OFFERING

The summary below describes the principal terms of the Units, the purchase contracts and the amortizing notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. Refer to the sections of this prospectus entitled "Description of the Units", "Description of the Purchase Contracts" and "Description of the Amortizing Notes" for a more detailed description of the terms and conditions of the Units, the purchase contracts and the amortizing notes.

As used in this section, the terms "GFL", the "Company", "us", "we" or "our" refer to GFL Environmental Inc. and not any of its subsidiaries or affiliates.

The Units
Issuer	GFL Environmental Inc., an Ontario, Canada corporation
Number of units offered	14,000,000 Units.
Underwriters' option	To the extent that the underwriters sell more than 14,000,000 Units, the underwriters have the option to purchase up to an additional 2,100,000 Units from us at the public offering price, less the underwriting discount, within 13 days beginning on, and including, the date of the initial issuance of the Units.
Stated amount of each Unit	US$50.00 for each Unit.
Components of each Unit	Each Unit is composed of two parts:
	• a prepaid stock purchase contract issued by us (a "purchase contract"); and
	• a senior amortizing note issued by us (an "amortizing note").
	Unless settled earlier at the holder's option or at our option, each purchase contract will, subject to postponement in certain limited circumstances, automatically settle on March 15, 2023 (such date, as so postponed (if applicable), the "mandatory settlement date"). Upon any settlement on the mandatory settlement date, we will deliver not more than            subordinate voting shares and not less than            subordinate voting shares per purchase contract, subject to adjustment, based upon the applicable settlement rate and applicable market value of our subordinate voting shares, as described below under "Description of the Purchase Contracts—Delivery of Subordinate Voting Shares". Other than cash in lieu of fractional shares, holders of purchase contracts will not receive any cash distributions under the purchase contracts.
	Each amortizing note will have an initial principal amount of US$        , will bear interest at the rate of    % per annum and will have a final installment payment date of March 15, 2023. On each March 15, June 15, September 15 and December 15, commencing on June 15, 2020, we will pay equal quarterly cash installments of US$        per amortizing note (except for the June 15, 2020 installment payment, which will be US$        per amortizing note), which cash payment in the aggregate per year will be equivalent to    % per year with respect to each US$50.00 stated amount of Units.

A-1

	Each installment payment will constitute a payment of interest and a partial repayment of principal, allocated as set forth under "Description of the Amortizing Notes—Amortization Schedule".
	The return to an investor on a Unit will depend upon the return provided by each component. The overall return will consist of the value of the subordinate voting shares delivered upon settlement of the purchase contracts and the cash installments paid on the amortizing notes.
Each Unit may be separated into its components	Each Unit may be separated by a holder into its constituent purchase contract and amortizing note on any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the second scheduled trading day immediately preceding March 15, 2023 or, if earlier, the second scheduled trading day immediately preceding any "early mandatory settlement date" and also excluding the business day immediately preceding any installment payment date (provided that the right to separate the Units shall resume after such business day). Prior to separation, the purchase contracts and amortizing notes may only be purchased and transferred together as Units. See "Description of the Units—Separating and Recreating Units".
A Unit may be recreated from its components	If you hold a separate purchase contract and a separate amortizing note, you may combine the two components to recreate a Unit. See "Description of the Units—Separating and Recreating Units".
Listing	Our subordinate voting shares have been approved for listing on the NYSE under the symbol "GFL" and our subordinate voting shares have been conditionally approved for listing on the TSX under the symbol "GFL". In addition, we have applied to list the Units on the NYSE under the symbol "GFLU", subject to satisfaction of minimum listing standards with respect to the Units. However, we cannot assure you that the Units will be approved for listing. If approved for listing, we expect trading on the NYSE to begin on the day the Units are first issued. The subordinate voting shares deliverable upon settlement of all purchase contracts are also expected to be listed on the NYSE and we intend to apply to list the subordinate voting shares deliverable upon settlement of all purchase contracts on the TSX. We will not initially apply to list the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system, but we may apply to list such separate purchase contracts and separate amortizing notes in the future as described under "Description of the Units—Listing of Securities". Prior to this offering and the Concurrent Offering, there has been no public market for the Units or our subordinate voting shares.

A-2

Use of proceeds	We estimate that the net proceeds to us from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses, will be approximately US$677.3 million (or $903.0 million) (or approximately US$778.8 million (or $1,038.4 million) if the underwriters exercise their option to purchase additional Units in full).
	We estimate that the net proceeds from our sale of subordinate voting shares in the Concurrent Offering at an assumed initial public offering price of US$20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of the prospectus relating to the Concurrent Offering, after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, will be approximately US$1,408.9 million (or $1,878.5 million) (or approximately US$1,626.6 million (or $2,168.7 million) if the underwriters in the Concurrent Offering exercise their option to purchase additional subordinate voting shares in full). We will not receive any proceeds from the sale of subordinate voting shares in the Concurrent Offering by the selling shareholder.
	We intend to use the net proceeds received by us from this offering and the Concurrent Offering to redeem all of the outstanding 2022 Notes and 2023 Notes, to redeem US$270.0 million of the 2026 Notes, to redeem US$240.0 million of the 2027 Notes, to pay related fees, premiums and accrued and unpaid interest on such notes and to repay indebtedness outstanding under the Revolving Credit Facility and Term Facility. The Redemptions are subject to the satisfaction of certain conditions including, but not limited to, the completion of this offering and the Concurrent Offering on terms satisfactory to us in our sole discretion. The net proceeds from the sale of the Units in this offering and the net proceeds from the sale of our subordinate voting shares by us in the Concurrent Offering may initially or temporarily be used for general corporate purposes prior to the repayment of our indebtedness. If there are any remaining net proceeds such amount will be allocated for general corporate purposes, including strengthening our balance sheet by paying down additional indebtedness and/or funding our growth strategies, including future acquisitions. As a result of our significant growth in recent periods and the fact that we regularly review and evaluate potential acquisitions in Canada and the United States, we do not believe we can provide the approximate amounts of the net proceeds that will be allocated to each of these purposes with certainty. As such, we have not specifically allocated the net proceeds among these purposes as at the date of this prospectus. Such decisions will depend on market and competitive factors as they evolve over time. Pending their use, we intend to invest the net proceeds to us from this offering and the Concurrent Offering in short-term, investment grade, interest bearing instruments or hold them as cash. As at the date of this prospectus, there is no probable acquisition that, if completed, would be a significant acquisition. See "Use of Proceeds".

A-3

Concurrent offering of subordinate voting shares	Concurrently with this offering, and by means of a separate prospectus, we are making an initial public offering of our subordinate voting shares. In the Concurrent Offering, we are offering 71,652,440 subordinate voting shares (or up to 82,628,049 subordinate voting shares if the underwriters for that offering exercise their option to purchase additional subordinate voting shares from us in full) and the selling shareholder is offering 1,518,293 subordinate voting shares. The net proceeds from our sale of subordinate voting shares in the Concurrent Offering will be approximately US$1,408.9 million (or approximately US$1,626.6 million if the underwriters of such offering exercise their option to purchase additional subordinate voting shares in full), in each case after deducting estimated underwriting discounts and commissions and estimated offering expenses. We will not receive any proceeds from the sale of subordinate voting shares in the Concurrent Offering by the selling shareholder. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities being offered in the Concurrent Offering. The closing of this offering of Units is conditioned upon the closing of the Concurrent Offering, but the closing of the Concurrent Offering is not conditioned upon the closing of this offering of Units.
Conflicts of Interest	Our affiliate, BC Partners Securities LLC, will be one of the underwriters in this offering. Because BC Partners Securities LLC is an affiliate of ours and is an underwriter for this offering, it would be deemed to have a "conflict of interest" with us pursuant to Rule 5121(f)(5) of the Financial Industry Regulatory Authority, Inc. ("FINRA") with respect to this offering. Therefore, this offering will be conducted in compliance with the applicable requirements of FINRA Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering as the member that will be primarily responsible for managing the public offering will not have a conflict of interest, will not be an affiliate of any member that has a conflict of interest and will meet the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. BC Partners Securities LLC will not confirm initial sales to any discretionary accounts over which it has authority without the prior specific written approval of the customer. See "Underwriting (Conflicts of Interest)—Conflicts of Interest".
Risk factors	Investing in the Units involves risks. See "Risk Factors" in this prospectus for a discussion of some of the risks and other factors you should carefully consider before deciding to invest in the Units.

A-4

United States federal income tax consequences	There is no authority directly on point regarding the characterization of the Units or instruments similar to the Units for U.S. federal income tax purposes and therefore the characterization of the Units for these purposes is not entirely free from doubt. We will take the position that each Unit will be treated as an investment unit composed of two separate instruments for U.S. federal income tax purposes: (i) a purchase contract to acquire our subordinate voting shares and (ii) an amortizing note that is our indebtedness. Under this treatment, a holder of Units will be treated as if it held each component of the Units for U.S. federal income tax purposes. By acquiring a Unit, you will agree to treat it for U.S. federal income tax purposes as an investment unit composed of these two separate instruments in accordance with its form. If, however, the components of a Unit were treated as a single instrument, the U.S. federal income tax consequences could differ from the consequences described herein.
Canadian federal tax considerations	There is no authority directly on point regarding the characterization of the Units or instruments similar to the Units for Canadian federal income tax purposes and therefore the characterization of the Units for these purposes is not entirely free from doubt. We will take the position that each Unit should be treated as being composed of two separate properties for Canadian federal income tax purposes. By acquiring a Unit you will agree to treat the Unit as two separate properties, namely, indebtedness of the Company represented by an amortizing note and an equity purchase contract. If, however, the components of a Unit were treated as a single property, the Canadian federal income tax consequences could differ from the consequences described herein. See "Material Canadian Federal Income Tax Consequences."
Governing law	The Units, the purchase contract agreement, the purchase contracts, the indenture and the amortizing notes will all be governed by, and construed in accordance with, the laws of the State of New York.
The Purchase Contracts
Issuer	GFL Environmental Inc., an Ontario, Canada corporation
Mandatory settlement date	March 15, 2023, subject to postponement in limited circumstances.
Mandatory settlement	On the mandatory settlement date, unless such purchase contract has been earlier settled at the holder's option or at our option, each purchase contract will automatically settle, and we will deliver a number of subordinate voting shares, based on the applicable settlement rate.

A-5

Settlement rate for the mandatory settlement date	The "settlement rate" for each purchase contract will be not more than            subordinate voting shares and not less than            subordinate voting shares (each subject to adjustment as described herein) depending on the applicable market value of our subordinate voting shares, calculated as follows:
	• if the applicable market value (as defined below) is greater than the threshold appreciation price (as defined below), you will receive            subordinate voting shares per purchase contract (the "minimum settlement rate");
	• if the applicable market value is less than or equal to the threshold appreciation price but greater than or equal to the reference price, you will receive a number of subordinate voting shares per purchase contract equal to US$50.00, divided by the applicable market value; and
	• if the applicable market value is less than the reference price, you will receive            subordinate voting shares per purchase contract (the "maximum settlement rate").
	Each of the maximum settlement rate and the minimum settlement rate is subject to adjustment as described below under "Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates".
	The "applicable market value" means the arithmetic average of the VWAPs (as defined below under "Description of the Purchase Contracts—Delivery of Subordinate Voting Shares") per share for each trading day in the settlement period (as defined below).
	The "settlement period" means the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding March 15, 2023.
	The "reference price" is calculated by dividing US$50.00 by the then applicable maximum settlement rate and is initially approximately equal to US$        , which is the per share public offering price of our subordinate voting shares in the Concurrent Offering.
	The "threshold appreciation price" is calculated by dividing US$50.00 by the then applicable minimum settlement rate. The threshold appreciation price, which is initially approximately US$        , represents a premium of approximately    % over the reference price.
	No fractional subordinate voting shares will be issued to holders upon settlement of purchase contracts. In lieu of fractional shares otherwise issuable, holders will be entitled to receive a cash payment of equivalent value calculated as described herein. Other than cash payments in lieu of fractional shares, holders of purchase contracts will not receive any cash distributions.

A-6

        The following table illustrates the settlement rate per purchase contract and the value of our subordinate voting shares issuable upon settlement on the mandatory settlement date, determined using the applicable market value shown, subject to adjustment.

Applicable Market Value of Our Subordinate Voting Shares	Settlement Rate	Value of Subordinate Voting Shares Delivered (Based on the Applicable Market Value Thereof)
Less than the reference price	subordinate voting shares	Less than US$50.00
Less than or equal to the threshold appreciation price but greater than or equal to the reference price	A number of subordinate voting shares equal to US$50.00 divided by the applicable market value	US$50.00
Greater than the threshold appreciation price	subordinate voting shares	Greater than US$50.00

Early settlement at your election	At any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding March 15, 2023, you may settle any or all of your purchase contracts early, in which case we will deliver a number of subordinate voting shares per purchase contract equal to: (i) if you settle purchase contracts prior to 5:00 p.m., New York City time, on September     , 2020, 95% of the minimum settlement rate on the early settlement date, and (ii) if you settle purchase contracts commencing on September     , 2020, the minimum settlement rate on the early settlement date, subject in either case to adjustment as described below under "Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates" (unless such early settlement occurs in connection with a fundamental change, in which case the provisions described under "—Early settlement upon a fundamental change" below will apply). That is, the market value of our subordinate voting shares on the early settlement date will not affect the early settlement rate. Your right to settle your purchase contracts prior to the second scheduled trading day immediately preceding March 15, 2023 is subject to the delivery of your purchase contracts.
	Upon early settlement at the holder's election of a purchase contract that is a component of a Unit, the corresponding amortizing note will remain outstanding and beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early.
Early settlement upon a fundamental change	At any time prior to the second scheduled trading day immediately preceding March 15, 2023, if a "fundamental change" (as defined herein) occurs, you may settle any or all of your purchase contracts early. If you elect to settle your purchase contracts early in connection with such fundamental change, you will receive a number of subordinate voting shares (and any cash payable for fractional shares) per purchase contract equal to the "fundamental change early settlement rate" as described under "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change".

A-7

	Upon early settlement at the holder's election in connection with a fundamental change of a purchase contract that is a component of a Unit, the corresponding amortizing note will remain outstanding and beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early upon such fundamental change.
Early mandatory settlement at our election	On or after March 15, 2021, we may elect to settle all, but not less than all, outstanding purchase contracts early at the "early mandatory settlement rate" (as described under "Description of the Purchase Contracts—Early Mandatory Settlement at Our Election") on a date fixed by us upon not less than five business days' notice (the "early mandatory settlement date").
	The "early mandatory settlement rate" will be the maximum settlement rate as of the "notice date" (as defined under "Description of the Purchase Contracts—Early Mandatory Settlement at Our Election"), unless the closing price per subordinate voting share for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the notice date in a period of 30 consecutive trading days ending on, and including, the trading day immediately preceding the notice date exceeds 130% of the threshold appreciation price in effect on each such trading day, in which case the "early mandatory settlement rate" will be the minimum settlement rate as of the notice date.
	If we elect to settle all the purchase contracts early, you will have the right to require us to repurchase your amortizing notes on the repurchase date and at the repurchase price as described under "Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder".
The Amortizing Notes
Issuer	GFL Environmental Inc., an Ontario, Canada corporation
Initial principal amount of each amortizing note	US$
Installment payments	Each installment payment of US$        per amortizing note (except for the June 15, 2020 installment payment, which will be US$        per amortizing note) will be paid in cash and will constitute a partial repayment of principal and a payment of interest, computed at an annual rate of        %. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Payments will be applied first to the interest due and payable and then to the reduction of the unpaid principal amount, allocated as set forth on the amortization schedule set forth under "Description of the Amortizing Notes—Amortization Schedule".

A-8

Installment payment dates	Each March 15, June 15, September 15 and December 15, commencing on June 15, 2020, with a final installment payment date of March 15, 2023.
Ranking	The amortizing notes will be our general unsecured senior obligations and will rank equally with all of our other existing and future unsecured senior indebtedness from time to time outstanding. The amortizing notes will not be guaranteed by any of our subsidiaries and will be structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries. See "Description of the Amortizing Notes—Ranking" in this prospectus.
	As of December 31, 2019 and without giving effect to the indebtedness to be incurred under the amortizing notes:
	• GFL had approximately $7,684.0 million of indebtedness outstanding, of which US$3,080.2 million was secured indebtedness; and
	• our subsidiaries had $3,621.5 million of indebtedness and other liabilities outstanding, excluding intercompany indebtedness, as well as $6,630.7 million of guarantees by such subsidiaries of our indebtedness.
Repurchase of amortizing notes at the option of the holder	If we elect to settle the purchase contracts early, holders will have the right to require us to repurchase their amortizing notes for cash at the repurchase price as described under "Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder".
Additional amounts; tax redemption	All payments in respect of the amortizing notes will be made without withholding or deduction for any taxes except to the extent required by law. If withholding or deduction is required by law in a relevant tax jurisdiction, subject to certain exceptions, we will pay additional amounts so that the net amount received by a holder or beneficial owner after such withholding or deduction is no less than the amount that such holder or beneficial owner would have received in the absence of such withholding or deduction. See "Description of the Amortizing Notes—Payment of Additional Amounts".
	If certain changes in tax law in a relevant tax jurisdiction become effective that would require us to pay additional amounts or make certain tax indemnification payments with respect to the amortizing notes, we may redeem the amortizing notes in whole, but not in part, at the redemption price described under "Description of the Amortizing Notes—Optional Redemption for Changes in Withholding Tax".
Sinking fund	None.
Trustees	U.S. Bank N.A. and Computershare Trust Company of Canada.

A-9

        In this prospectus, unless otherwise indicated or the context otherwise requires, the number of subordinate voting shares outstanding and the other information based thereon does not reflect:

•

the exercise by the underwriters in this offering of their option to purchase additional Units;

•

10,975,609 subordinate voting shares issuable upon exercise of the underwriters' option in the Concurrent Offering to purchase additional subordinate voting shares from us;

•

34,146,341 subordinate voting shares (or up to 39,268,293 subordinate voting shares if the underwriters in this offering exercise their option to purchase additional Units in full) issuable upon settlement of the purchase contracts, based on the assumed initial public offering price of US$20.50 per subordinate voting share in the Concurrent Offering, which is the midpoint of the price range set forth on the cover page of the prospectus relating to the Concurrent Offering, and assuming the maximum number of shares issuable upon automatic settlement of such purchase contracts that are components of the Units offered hereby; and

•

32,078,233 subordinate voting shares reserved as of the closing date of the Concurrent Offering for issuance in respect of future awards under our long term incentive plan, which we will adopt in connection with the Concurrent Offering. A US$1.00 increase (decrease) in the assumed initial offering price of US$20.50 per subordinate voting share in the Concurrent Offering, which is the midpoint of the price range set forth on the cover page of the prospectus relating to the Concurrent Offering, would decrease (increase) the number of subordinate voting shares issued as part of the Pre-Closing Capital Changes by approximately 2.2 million shares. See "Executive Compensation—Equity Incentive Plans".

        Unless otherwise indicated or the context otherwise requires, all information in this prospectus reflects and assumes (1) the completion of the Concurrent Offering, (2) that the subordinate voting shares to be sold in the Concurrent Offering are sold at US$20.50 per subordinate voting share, which is the midpoint of the price range set forth on the cover page of the prospectus relating to the Concurrent Offering, and (3) the completion of changes to our organizational and capital structure as described under "Description of Share Capital—Pre-Closing Capital Changes".

A-10

RISK FACTORS

Risks Related to the Units, the Separate Purchase Contracts and the Separate Amortizing Notes

You will bear the risk that the market value of our subordinate voting shares may decline.

        The purchase contracts, pursuant to which we will deliver to you subordinate voting shares, are components of the Units. The number of subordinate voting shares that you will receive upon settlement of a purchase contract on the mandatory settlement date (subject to earlier settlement), whether as a component of a Unit or a separate purchase contract, will depend upon the applicable market value, which is equal to the arithmetic average of the VWAPs per subordinate voting share on each of the 20 consecutive trading days beginning on, and including, the 21st scheduled trading day immediately preceding March 15, 2023. There can be no assurance that the market value of the subordinate voting shares received by you will be greater than or equal to the reference price of approximately US$        . If the applicable market value of our subordinate voting shares is less than the reference price, then the market value of the subordinate voting shares issued to you on the mandatory settlement date (assuming that the market value is the same as the applicable market value of the subordinate voting shares) will be less than the effective price per share paid by you for such subordinate voting shares on the date of issuance of the Units. Furthermore, because we will in no event deliver more than            shares (subject to adjustment as described herein) upon settlement of a purchase contract, the market value of the subordinate voting shares delivered to you upon any early settlement may be less than the effective price per share paid to you for such subordinate voting shares on the date of the issuance of the Units. Therefore, you assume the entire risk that the market value of our subordinate voting shares may decline before the mandatory settlement date, early settlement date, fundamental change early settlement date or early mandatory settlement date, as applicable. Any decline in the market value of our subordinate voting shares may be substantial.

The market price of our subordinate voting shares, which may be volatile, as well as general levels of interest rates and our creditworthiness, will directly affect the market price for the Units, the separate purchase contracts and the amortizing notes.

        We expect that, generally, the market price of our subordinate voting shares will significantly affect the market price of the Units, the separate purchase contracts and the amortizing notes. This may result in greater volatility in the market price of the Units, the separate purchase contracts and the amortizing notes than would be expected for such securities. Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our subordinate voting shares to wide price fluctuations regardless of our operating performance. Some of the factors that may cause the market price of our subordinate voting shares to fluctuate include:

•

significant volatility in the market price and trading volume of comparable companies;

•

actual or anticipated changes or fluctuations in our operating results or in the expectations of market analysts;

•

adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

•

short sales, hedging and other derivative transactions in our subordinate voting shares;

•

announcements of new contracts, significant acquisitions or significant agreements by us or by our competitors;

•

litigation or regulatory action against us;

A-11

•

investors' general perception of us and the public's reaction to our press releases, our other public announcements and our filings with applicable securities regulators;

•

publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•

changes in general political, economic, industry and market conditions and trends;

•

sales of our subordinate voting shares by our directors, executive officers, Investors and existing shareholders and their affiliates;

•

sales, or anticipated sales, of large blocks of our subordinate voting shares;

•

recruitment or departure of key personnel; and

•

other risk factors described in this section of the prospectus.

        In addition, stock markets have historically experienced substantial price and volume fluctuations. Broad market and industry factors may harm the market price of our subordinate voting shares and cause volatility in the prices of the Units, the separate purchase contracts and the amortizing notes. In addition, the market price of our subordinate voting shares could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the market price of our subordinate voting shares regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs, our management's attention and resources could be diverted and it could harm our business, operating results and financial condition.

        In addition, we expect that the market price of the Units, the separate purchase contracts and the amortizing notes will be influenced by yield and interest rates in the capital markets, the time remaining to the mandatory settlement date, our creditworthiness and the occurrence of certain events affecting us that do not result in an adjustment to the minimum settlement rate, maximum settlement rate, reference price and threshold appreciation price, or that result in an adjustment that is not adequate compensation for lost value. In general, as market interest rates rise, notes (such as the amortizing notes) bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if you purchase Units and market interest rates increase, the market value of the amortizing notes forming a portion of the Units may decline. We cannot predict the future level of market interest rates. Fluctuations in yield rates in particular may give rise to arbitrage opportunities based upon changes in the relative values of the Units, the separate purchase contracts, the amortizing notes and our subordinate voting shares. Any such arbitrage could, in turn, affect the market prices of our subordinate voting shares, the Units, the separate purchase contracts and the amortizing notes. The market price of our subordinate voting shares could also be affected by possible sales of our subordinate voting shares by investors who view the Units and/or separate purchase contracts as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving the Units, the separate purchase contracts and our subordinate voting shares. This trading activity could, in turn, affect the market price of the Units, the separate purchase contracts and the subordinate voting shares.

The opportunity for equity appreciation provided by an investment in the Units is less than that provided by a direct investment in our subordinate voting shares.

        The aggregate market value of our subordinate voting shares delivered to you upon settlement of a purchase contract on the mandatory settlement date generally will exceed the US$50.00 stated amount of each Unit only if the applicable market value of our subordinate voting shares exceeds the threshold appreciation price. Therefore, during the period prior to the mandatory settlement date, an investment

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in a Unit affords less opportunity for equity appreciation than a direct investment in our subordinate voting shares. If the applicable market value exceeds the reference price but is less than the threshold appreciation price, you will realize no equity appreciation on our subordinate voting shares above the reference price. Furthermore, if the applicable market value exceeds the threshold appreciation price, you would receive only a portion of the appreciation in the market value of the subordinate voting shares you would have received had you purchased subordinate voting shares with US$50.00 at the public offering price in the Concurrent Offering. See "Description of the Purchase Contracts—Delivery of Subordinate Voting Shares" for a table showing the number of subordinate voting shares that you would receive at various applicable market values.

We may not be able to settle your purchase contracts and deliver subordinate voting shares, or make payments on the amortizing notes or repurchase the amortizing notes, in the event that we file for bankruptcy.

        Pursuant to the terms of the purchase contract agreement, your purchase contracts will automatically accelerate upon the occurrence of specified events of bankruptcy, insolvency or reorganization with respect to us.

        A bankruptcy court may prevent us from delivering our subordinate voting shares to you in settlement of your purchase contracts. In such circumstances or if for any other reason the accelerated purchase contracts are not settled by the delivery of subordinate voting shares, your resulting claim for damages against us following such acceleration will rank pari passu with the claims of holders of our subordinate voting shares in the relevant bankruptcy proceeding. As such, to the extent we fail to deliver subordinate voting shares to you upon such an acceleration, you will only be able to recover damages to the extent holders of our subordinate voting shares receive any recovery. See "Description of the Purchase Contracts—Consequences of Bankruptcy".

        In addition, with respect to the amortizing notes, bankruptcy law and bankruptcy-related court orders generally prohibit the payment of pre-bankruptcy debt by a company that has commenced a bankruptcy case while the case is pending. If we become a debtor in a bankruptcy case, so long as the case was pending, you would likely not receive timely installment payments under, or, if you exercised your right to require repurchase following an early mandatory settlement, receive any repurchase price on, the amortizing notes.

The Units are not protected by restrictive covenants.

        Although our Credit Agreements and the indentures governing our Notes (as defined herein) contain certain financial or operating covenants and/or limitations or restrictions on the payments of dividends, the making of investments, the incurrence of indebtedness or the issuance or repurchase of securities by us or certain of our subsidiaries, neither the purchase contracts nor the indenture will contain any such covenants or restrictions. In addition, upon the occurrence of a "change of control," as defined in the Notes Indentures, we will be required to comply with the change of control offer obligations under the Notes Indentures and our other agreements. Neither the purchase contracts nor the indenture contain any covenants or other provisions to afford protection to holders of the purchase contracts or the amortizing notes in the event of a fundamental change involving us except, with respect to the purchase contracts, to the extent described under "Description of the Units—Early Settlement Upon a Fundamental Change". Therefore, there may be instances in which holders of our Notes will have the right to require us to repurchase their Notes and holders of the Units will have no such similar right.

We may redeem the amortizing notes in whole in the event we are required to pay additional amounts.

        As described in "Description of the Amortizing Notes—Optional Redemption for Changes in Withholding Tax", in the event we are required to pay additional amounts as a result of certain changes

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in law, we may redeem the amortizing notes in whole at a redemption price per amortizing note equal to the principal amount of such amortizing note as of the date of redemption, plus accrued and unpaid interest on such principal amount from, and including, the immediately preceding installment payment date to, but not including, the date of redemption, calculated at an annual rate of             % and you may not receive your expected return on the amortizing notes.

The amortizing notes will be subject to the prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under the amortizing notes.

        The amortizing notes are unsecured obligations, ranking equally with our other senior unsecured indebtedness and effectively junior to any existing and future secured indebtedness we may incur. The indenture that will govern the amortizing notes will not restrict our or our subsidiaries' ability to incur additional debt (including secured debt) and, if we do incur additional secured debt, our assets securing any such indebtedness will be subject to prior claims by our secured creditors. In the event of the bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding up of our company, our assets that secure debt will be available to pay obligations on the amortizing notes only after all debt secured by those assets has been repaid in full. Holders of the amortizing notes will participate in any remaining assets ratably with all of our other unsecured and unsubordinated creditors, including trade creditors. If there are not sufficient assets remaining to pay all creditors, then all or a portion of the amortizing notes then outstanding would remain unpaid. Additionally, if any portion of the amount payable on the amortizing notes upon acceleration is considered by a court to be unearned interest, the court could disallow recovery of any such portion. As of December 31, 2019, we had US$3,080.2 million of secured indebtedness outstanding.

The amortizing notes are not guaranteed and structurally subordinated to the liabilities of our subsidiaries.

        The amortizing notes are our obligations exclusively and not of any of our subsidiaries. Therefore, the amortizing notes will be structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries. Any right of the Company to receive assets of any of its subsidiaries upon the liquidation or reorganization thereof, and the consequent right of the holders of the amortizing notes to receive the proceeds of those assets, will be effectively subordinated to the claims of that subsidiary's creditors, except to the extent that the Company is itself recognized as a creditor of such subsidiary. If the Company is recognized as a creditor of such subsidiary, its claims would still be subordinate in right of payment to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by the Company. As of December 31, 2019, our subsidiaries had $3,621.5 million of indebtedness and other liabilities outstanding, excluding intercompany indebtedness, as well as $6,630.7 million of guarantees by such subsidiaries of our indebtedness. The amortizing notes will be structurally subordinated to such guarantees.

The subordinate voting shares underlying the Units are equity interests and are subordinate to our existing and future indebtedness and preferred shares.

        Our subordinate voting shares are equity interests and do not constitute indebtedness. As such, the subordinate voting shares will rank junior to all of our indebtedness and to other non-equity claims against us and our assets available to satisfy claims against us, including in a liquidation. Additionally, holders of our subordinate voting shares are subject to the prior dividend and liquidation rights of holders of our preferred shares, to the extent we issue preferred shares in the future and the preferred shares remain outstanding at that time. Our board of directors is authorized to issue classes or series of preferred shares without any action on the part of the holders of our subordinate voting shares and we are permitted to incur additional debt. Upon liquidation, lenders and holders of our debt securities and preferred shares would receive distributions of our available assets prior to holders of our subordinate voting shares.

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Our level of indebtedness may increase and reduce our financial flexibility.

        As of December 31, 2019, we had approximately $7,684.0 million of debt outstanding (which does not include the indebtedness to be incurred under the amortizing notes). We are currently indebted under our Credit Agreements and our Notes and we may incur additional indebtedness under the Credit Agreements or otherwise in the future. We are exposed to changes in interest rates on our cash and cash in escrow, bank indebtedness and long-term debt. Debt issued at variable rates exposes us to cash flow interest rate risk. Debt issued at fixed rates exposes us to fair value interest rate risk. Our borrowings, current and future, will require interest payments and need to be repaid or refinanced, could require us to divert funds identified for other purposes to debt service and could create additional cash demands or impair our liquidity position and add financial risk for us. Diverting funds identified for other purposes for debt service may adversely affect our business and growth prospects. If we cannot generate sufficient cash flow from operations to service our debt (including payments on the amortizing notes), we may need to refinance our debt, dispose of assets, reduce or delay expenditures or issue equity to obtain necessary funds. We do not know whether we would be able to take any of these actions on a timely basis, on terms satisfactory to us or at all.

        Our level of indebtedness could affect our operations in several ways, including the following:

•

a significant portion of our cash flows could be used to service our indebtedness;

•

it may be difficult for us to satisfy our obligations with respect to the amortizing notes and our other debt;

•

the covenants contained in the agreements governing our outstanding indebtedness may limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

•

our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

•

a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

•

a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; and

•

a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions or other purposes.

        In addition to our debt service obligations, our operations require material expenditures on a continuing basis. Our ability to make scheduled debt payments, including payments with respect to the amortizing notes, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our operating assets and properties, as well as our capacity to fund the growth of our business, depends on our financial and operating performance. General economic conditions and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt or make payments on the amortizing notes, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. See "Description of Material Indebtedness".

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If we default on our obligations to pay our indebtedness, we may not be able to make payments on the amortizing notes and such default may not constitute a default under the amortizing notes.

        Any default under the agreements governing our indebtedness that is not waived by the required lenders or holders, as applicable, and the remedies sought by the holders of indebtedness as a result of a default, could render us unable to make any installment payments on the amortizing notes and substantially decrease the market value of the Units and the amortizing notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of any default, the holders of such indebtedness could elect to declare all the funds borrowed to be immediately due and payable, together with accrued and unpaid interest, and the lenders under our revolving facility could elect to terminate their commitments thereunder. The amortizing notes do not include a cross-default or cross-acceleration feature. As such, an event of default under any such other indebtedness may not automatically create an event of default under the amortizing notes.

Our ability to pay dividends and to meet our debt obligations depends on the performance of our subsidiaries and the ability to utilize the cash flows from our subsidiaries.

        Our subsidiaries conduct a portion of our operations and own a portion of our consolidated assets. Consequently, our ability to pay dividends and meet our debt and other obligations depends on cash flows from our subsidiaries and, in the short term, our ability to raise capital from external sources. In the long term, cash flows from our subsidiaries depend on their ability to generate operating cash flows in excess of their own expenditures, common and preferred stock dividends (if any), and debt or other obligations. Our subsidiaries are separate and distinct legal entities that are not obligated to pay dividends or make loans or distributions to us (whether to enable us to pay dividends on our multiple voting shares and subordinate voting shares, to pay principal and interest on our debt, to settle, repurchase or redeem our debt (including the amortizing notes) or other securities (including the purchase contracts), or to satisfy our other obligations). In addition, certain of our subsidiaries may be limited in their ability to pay dividends or make loans or distributions to us, including, without limitation, as a result of legislation, regulation, court order, contractual restrictions (including pursuant to our credit facilities) and other restrictions or in times of financial distress. As a result, we may not be able to cause our subsidiaries and other entities to distribute funds or provide loans sufficient to enable us to pay dividends and meet our debt and other obligations.

Upon issuance of the subordinate voting shares in the Concurrent Offering and the issuance of the Units, our subordinate voting shares will incur immediate dilution.

        Upon the issuance of the subordinate voting shares in the Concurrent Offering and the issuance of the Units, our subordinate voting shares will incur immediate and substantial net tangible book value dilution on a per share basis.

A significant portion of our total outstanding subordinate voting shares may be sold into the public market in the near future, which could cause the market price of the Units, the purchase contracts and/or our subordinate voting shares to drop significantly.

        Sales of a substantial number of our subordinate voting shares in the public market could occur at any time after the expiration of the 180-day contractual lock-up period described in the "Underwriting (Conflicts of Interest)" section of this prospectus (or earlier if such lock-up period is waived by the underwriters) and holders of the Units could settle the component purchase contracts at any time. These sales, or the settlement of the purchase contracts, or the market perception that such sales or

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issuances could occur, could harm the prevailing market price of the Units, the purchase contracts or our subordinate voting shares. Declines in the market price of our subordinate voting shares may also materially and adversely affect the market price of the Units and the purchase contracts. We cannot predict the effect, if any, that future public sales of subordinate voting shares, the settlement of the purchase contracts or the availability of subordinate voting shares for sale will have on the market price of our subordinate voting shares, the Units or the purchase contracts. If the market price of our subordinate voting shares, the Units or the purchase contracts was to drop, this might impede our ability to raise additional capital and might cause remaining shareholders or unitholders to lose all or part of their investments.

        Upon completion of the Concurrent Offering, we will have a total of 308,889,748 subordinate voting shares outstanding, or 319,865,357 subordinate voting shares if the underwriters in the Concurrent Offering exercise their option to purchase additional subordinate voting shares from us in full. We will also have 14,000,000 Units outstanding, or 16,100,000 Units if the underwriters in this offering exercise their option to purchase additional Units in full, which will settle into up to 34,146,341 subordinate voting shares, or 39,268,293 subordinate voting shares if the underwriters exercise their option to purchase additional Units in full, issuable upon settlement of the purchase contracts, in each case based on the assumed initial public offering price of US$20.50 per subordinate voting share in the Concurrent Offering, which is the midpoint of the estimated price range set forth on the cover page of the prospectus relating to the Concurrent Offering, and assuming the purchase contracts are settled on the mandatory settlement date at the maximum settlement rate, subject to adjustment for certain events, including, but not limited to, certain dividends on our subordinate voting shares, the issuance of certain rights, options or warrants to holders of our subordinate voting shares, subdivisions or combinations of our subordinate voting shares, certain distributions of assets, debt securities, share capital or cash to holders of our subordinate voting shares and certain tender offers or exchange offers, as described under "Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates". All of the Units sold in this offering, the subordinate voting shares issuable upon settlement of the purchase contracts and the subordinate voting shares sold in the Concurrent Offering will be freely tradable without restriction or further registration under the Securities Act, by persons other than our "affiliates", as that term is defined under Rule 144 of the Securities Act. See "Shares Eligible for Future Sale".

        In addition, we expect affiliates of each of BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. to commit to provide, immediately prior to the completion of the Concurrent Offering, separate margin loans (the "Margin Loans") in an aggregate principal amount totaling the sum of approximately $617.6 million and the CAD equivalent of approximately US$352.9 million as of the funding date to entities that are affiliates of, or formed for the benefit of, certain of our shareholders including, without limitation, entities that are affiliates of, or formed for the benefit of, BC Partners, Ontario Teachers, the Dovigi Group and GIC (collectively, the "Margin Loan Borrowers"). The proceeds of each Margin Loan will be used to subscribe for additional shares of Holdings or to make a loan to Holdings, in each case as described under "Description of Share Capital—Pre-Closing Capital Changes," such that Holdings will use the proceeds to redeem the PIK Notes in full. Each Margin Loan will be secured under a security and pledge agreement by a pledge of all of the subordinate voting shares or multiple voting shares held by the relevant Margin Loan Borrower, including those acquired with the proceeds from the Margin Loan (other than those sold by the selling shareholder in the Concurrent Offering), representing, in aggregate, 224,151,917 subordinate voting shares and 11,892,576 multiple voting shares (72.6% of the number of subordinate voting shares expected to be outstanding upon completion of the Concurrent Offering and all of the issued and outstanding multiple voting shares). Each Margin Loan will have a scheduled maturity of             , 2023.

        Upon expiration of the 180-day contractual lock-up period described in the "Underwriting (Conflicts of Interest)" section of this prospectus, one or more of the Margin Loan Borrowers may

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consider it advisable, from time to time, subject to certain requirements under the terms of the Margin Loans, to sell subordinate voting shares in order to finance the repayment of their respective Margin Loans, which number of shares may individually or in the aggregate be significant. In addition, if the price of our subordinate voting shares declines to a level that results in a margin call, absent a repayment of the applicable Margin Loans, the Margin Loan Borrowers would be required to provide additional collateral. In the case of nonpayment at maturity or another event of default (including but not limited to the Margin Loan Borrowers' inability to satisfy a margin call as described above), the lenders may, in addition to other remedies, exercise their rights under the Margin Loans to foreclose on and sell or cause the sale of the subordinate voting shares and multiple voting shares anticipated to be pledged by a Margin Loan Borrower under a Margin Loan. If subordinate voting shares (including subordinate voting shares issuable upon the conversion of the multiple voting shares) are sold by the Margin Loan Borrowers or by or on behalf of the lenders, such sales could cause our share price to decline. See "Underwriting (Conflicts of Interest)—Other Relationships Between Us and Certain Underwriters" for more information.

Regulatory actions and other events may adversely affect the trading price and liquidity of the Units.

        We expect that many investors in, and potential purchasers of, the Units will employ, or seek to employ, an equity-linked arbitrage strategy with respect to the Units. Investors would typically implement such a strategy by selling short the subordinate voting shares underlying the Units and dynamically adjusting their short position while continuing to hold the Units. Investors may also implement this type of strategy by entering into swaps on our subordinate voting shares in lieu of or in addition to short selling the subordinate voting shares. As a result, any specific rules regulating equity swaps or short selling of securities or other governmental action that interferes with the ability of market participants to effect short sales or equity swaps with respect to our subordinate voting shares would adversely affect the ability of investors in, or potential purchasers of, the Units to conduct the arbitrage strategy that we believe they will employ, or seek to employ, with respect to the Units. This could, in turn, adversely affect the trading price and liquidity of the Units.

        The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our subordinate voting shares). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a "Limit Up-Limit Down" program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the Units to effect short sales of our subordinate voting shares, borrow our subordinate voting shares or enter into swaps on our subordinate voting shares could adversely affect the trading price and the liquidity of the Units.

        In addition, if investors and potential purchasers seeking to employ an equity-linked arbitrage strategy are unable to borrow or enter into swaps on our subordinate voting shares, in each case, on commercially reasonable terms, the trading price and liquidity of the Units may be adversely affected.

You may receive subordinate voting shares upon settlement of the purchase contracts that are lower in value than the price of the subordinate voting shares just prior to the mandatory settlement date.

        Because the applicable market value of the subordinate voting shares is determined over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding March 15, 2023, the number of subordinate voting shares delivered for each purchase contract may, on the mandatory settlement date, be greater than or less than the number of

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shares that would have been delivered based on the closing price (or VWAP) per subordinate voting share on the last trading day in such 20 trading day period. In addition, you will bear the risk of fluctuations in the market price of the subordinate voting shares deliverable upon settlement of the purchase contracts between the end of such period and the date such shares are delivered.

If you elect to settle your purchase contracts early, you may not receive the same return on your investment as purchasers whose purchase contracts are settled on the mandatory settlement date.

        Holders of the Units or separate purchase contracts have the option to settle their purchase contracts early at any time beginning on, and including, the business day immediately following the date of initial issuance of the Units until the second scheduled trading day immediately preceding March 15, 2023. However, if you settle your purchase contracts prior to the second scheduled trading day immediately preceding March 15, 2023, you will receive for each purchase contract a number of subordinate voting shares equal to: (i) if you settle purchase contracts prior to 5:00 p.m., New York City time, on September     , 2020,            , which is 95% of the minimum settlement rate, and (ii) if you settle purchase contracts commencing on September     , 2020, the minimum settlement rate, regardless of the current market value of our subordinate voting shares, unless you elect to settle your purchase contracts early in connection with a fundamental change, in which case you will be entitled to settle your purchase contracts at the fundamental change early settlement rate, which may be greater than the minimum settlement rate. In either case, you may not receive the same return on your investment as purchasers whose purchase contracts are settled on the mandatory settlement date.

The fundamental change early settlement rate may not adequately compensate you.

        If a "fundamental change" occurs and you elect to exercise your fundamental change early settlement right, you will be entitled to settle your purchase contracts at the fundamental change early settlement rate. Although the fundamental change early settlement rate is designed to compensate you for the lost option value of your purchase contracts as a result of the early settlement of the purchase contracts, this feature may not adequately compensate you for such loss. In addition, if the share price in the fundamental change is greater than US$        per share (subject to adjustment), this feature of the purchase contracts will not compensate you for any additional loss suffered in connection with a fundamental change. See "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change".

        Our obligation to settle the purchase contracts at the fundamental change early settlement rate could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

Upon any redemption of the amortizing notes, the cash comprising the redemption price will not compensate you for future installment payments, and you will not receive any compensation for the loss of future installment payments in the form of an increased settlement rate for the purchase contracts or otherwise.

        As described in "Description of the Amortizing Notes—Optional Redemption for Changes in Withholding Tax," in the event we are required to pay additional amounts as a result of certain changes in law, we may redeem for cash all of the amortizing notes, at our option. Any such redemption of amortizing notes will be at a redemption price equal to 100% of the principal amount of the amortizing notes to be redeemed as of the date of redemption, plus accrued and unpaid interest on such amount to, but excluding, the redemption date. Our redemption of the amortizing notes will not entitle holders of purchase contracts (as a component of Units or otherwise) to any increase to the settlement rate for the purchase contracts or any fundamental change early settlement right for the purchase contracts.

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        Upon such redemption, the cash comprising the redemption price will not compensate you for any future installment payments that you would have otherwise received or any other lost value with respect to your amortizing notes or Units. Holders of Units immediately prior to such a redemption will hold only the purchase contracts following such a redemption, and no cash payments are made in respect of the purchase contracts (other than cash in lieu of fractional shares upon settlement). As a result, a redemption of the amortizing notes will result in the termination of any regular payments or income stream to Unitholders that were previously provided by the installment payments on amortizing notes comprising a part of such Units.

The minimum settlement rate and maximum settlement rate of the purchase contracts may not be adjusted for all dilutive events and any adjustment may not be adequate compensation for lost value.

        The minimum settlement rate and maximum settlement rate of the purchase contracts are subject to adjustment for certain events, including, but not limited to, certain dividends on our subordinate voting shares, the issuance of certain rights, options or warrants to holders of our subordinate voting shares, subdivisions or combinations of our subordinate voting shares, certain distributions of assets, debt securities, share capital or cash to holders of our subordinate voting shares and certain tender offers or exchange offers, as described under "Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates". The minimum settlement rate, maximum settlement rate, reference price and threshold appreciation price will not be adjusted for other events that may adversely affect the trading price of the purchase contracts or the Units and the market price of our subordinate voting shares, such as employee stock options grants, offerings of our subordinate voting shares for cash (including pursuant to the Concurrent Offering), certain exchanges of our subordinate voting shares for our other securities or in connection with acquisitions and other transactions. The terms of the Units and the separate purchase contracts do not restrict our ability to engage in these activities, and events may occur that are adverse to the interests of the holders of the purchase contracts or the Units and their value, but that do not result in an adjustment to the minimum settlement rate, maximum settlement rate, reference price and threshold appreciation price, or that result in an adjustment that is not adequate compensation for lost value.

Until the purchase contracts are settled with subordinate voting shares, you will not be entitled to any rights with respect to our subordinate voting shares, but you will be subject to all changes made with respect to our subordinate voting shares.

        Until the date on which you are treated as the record holder of subordinate voting shares on account of a settlement of the purchase contracts for or with, as the case may be, subordinate voting shares, you will not be entitled to any rights with respect to our subordinate voting shares, including voting rights and rights to receive any dividends or other distributions on our subordinate voting shares, but you will be subject to all changes affecting the subordinate voting shares. You will be treated as the record holder of any subordinate voting shares issuable upon settlement or redemption of the purchase contracts only as follows:

•

in the case of settlement of purchase contracts on the mandatory settlement date, as of 5:00 p.m., New York City time, on the last trading day of the 20 consecutive trading day period during which the applicable market value is determined;

•

in the case of settlement of purchase contracts in connection with any early settlement at the holder's option, as of 5:00 p.m., New York City time, on the early settlement date;

•

in the case of settlement of purchase contracts following exercise of a holder's fundamental change early settlement right, as of 5:00 p.m., New York City time, on the fundamental change early settlement date; and

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•

in the case of settlement of purchase contracts following exercise by us of our early mandatory settlement right, as of 5:00 p.m., New York City time, on the notice date.

        For example, in the event that an amendment is proposed to our Articles or our bylaws requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to the date specified above on which you are treated as the record holder of the subordinate voting shares, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our subordinate voting shares once you become a shareholder.

Some significant restructuring transactions may not constitute fundamental changes, in which case we would not be obligated to early settle the purchase contracts, and you will not have the right to require repurchase of your amortizing notes upon a fundamental change.

        Upon the occurrence of specified fundamental changes, you will have the right to require us to settle the purchase contracts. You will not have the right to require repurchase of your amortizing notes upon a fundamental change, however. Additionally, the definition of "fundamental change" herein is limited to specified corporate events and may not include other events that might adversely affect our financial condition or the value of the purchase contracts. For example, events such as leveraged recapitalizations, refinancings, restructurings or acquisitions initiated by us may not constitute a fundamental change requiring us to settle the purchase contracts at the applicable fundamental change early settlement rate. In the event of any such events, the holders of the purchase contracts would not have the right to require us to settle the purchase contracts at the applicable fundamental change early settlement rate, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the trading price of the purchase contracts and/or the amortizing notes.

We may not have the ability to raise the funds necessary to repurchase the amortizing notes following the exercise of our early mandatory settlement right, and our debt outstanding at that time may contain limitations on our ability to repurchase the amortizing notes.

        If we elect to exercise our early mandatory settlement right, holders of the amortizing notes will have the right to require us to repurchase the amortizing notes on the repurchase date at the repurchase price described under "Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder". However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of amortizing notes surrendered for repurchase. In addition, our ability to pay the relevant repurchase price for the amortizing notes may be limited by agreements governing our current and future indebtedness. Our failure to repurchase amortizing notes at a time when the repurchase is required by the indenture would constitute a default under the indenture. A default under the indenture could also lead to a default under agreements governing our indebtedness outstanding at that time. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and the repurchase price for the amortizing notes.

The secondary market for the Units, the purchase contracts and the amortizing notes may be illiquid.

        Prior to this offering and the Concurrent Offering, there has been no public market for the Units or our subordinate voting shares. Our subordinate voting shares have been approved for listing on the NYSE under the symbol "GFL" and our subordinate voting shares have been conditionally approved for listing on the TSX under the symbol "GFL". In addition, we have applied to list the Units on NYSE under the symbol "GFLU", subject to satisfaction of minimum listing standards with respect to the Units. The subordinate voting shares deliverable upon settlement of all purchase contracts are also expected to be listed on the NYSE and we intend to apply to list the subordinate voting shares

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deliverable upon settlement of all purchase contracts on the TSX. However, we can give no assurance that the Units will be so listed. In addition, the underwriters have advised us that they intend to make a market in the Units, but the underwriters are not obligated to do so. However, listing on the NYSE and/or TSX does not guarantee that a trading market will develop, and the underwriters may discontinue market making at any time in their sole discretion without prior notice to Unit holders. Accordingly, we cannot assure you that a liquid trading market will develop for the Units (or, if developed, that a liquid trading market will be maintained), that you will be able to sell Units at a particular time or that the prices you receive when you sell will be favorable.

        Beginning on the business day immediately succeeding the date of initial issuance of the Units, purchasers of Units will be able to separate each Unit into a purchase contract and an amortizing note. We are unable to predict how the separate purchase contracts or the separate amortizing notes will trade in the secondary market, or whether that market will be liquid or illiquid. We will not initially apply to list the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system, but we may apply to list such separate purchase contracts and separate amortizing notes in the future as described herein. If (i) a sufficient number of Units are separated into separate purchase contracts and separate amortizing notes and traded separately such that applicable listing requirements are met and (ii) a sufficient number of holders of such separate purchase contracts and separate amortizing notes request that we list such separate purchase contracts and separate amortizing notes, we may endeavor to list such separate purchase contracts and separate amortizing notes on an exchange of our choosing (which may or may not be the NYSE) subject to applicable listing requirements. However, even if we do so apply to list such separate purchase contracts or separate amortizing notes, we cannot assure you that such securities will be approved for listing.

The purchase contract agreement will not be qualified under the Trust Indenture Act, and the obligations of the purchase contract agent are limited.

        The purchase contract agreement between us and the purchase contract agent will not be qualified as an indenture under the Trust Indenture Act of 1939, and the purchase contract agent will not be required to qualify as a trustee under the Trust Indenture Act. Thus, you will not have the benefit of the protection of the Trust Indenture Act with respect to the purchase contract agreement or the purchase contract agent. The amortizing notes constituting a part of the Units will be issued pursuant to an indenture, which has been qualified under the Trust Indenture Act. Accordingly, if you hold Units, you will have the benefit of the protections of the Trust Indenture Act only to the extent applicable to the amortizing notes. The protections generally afforded the holder of a security issued under an indenture that has been qualified under the Trust Indenture Act include:

•

disqualification of the indenture trustee for "conflicting interests", as defined under the Trust Indenture Act;

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provisions preventing a trustee that is also a creditor of the issuer from improving its own credit position at the expense of the security holders immediately prior to or after a default under such indenture; and

•

the requirement that the indenture trustee deliver reports at least annually with respect to certain matters concerning the indenture trustee and the securities.

The U.S. and Canadian federal income tax consequences relating to the Units are uncertain.

        The Units are complex financial instruments and no statutory, judicial or administrative authority directly addresses all aspects of the treatment of the Units or instruments similar to the Units for U.S. or Canadian federal income tax purposes, and no assurance can be given that the Internal Revenue Service ("IRS") or Canada Revenue Agency ("CRA") will agree with the tax consequences

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described herein. As a result, the U.S. and Canadian federal income tax consequences of the purchase, ownership and disposition of the Units are unclear. We have not sought any rulings concerning the treatment of the Units, and the tax consequences described herein are not binding on the IRS, the CRA or the courts in the United States or Canada, any of which could disagree with the explanations or conclusions contained in this summary. Accordingly, you should consult your tax advisor regarding the consequences to you of the possible recharacterization of the components of a Unit as a single instrument. See "Material United States Federal Income Tax Consequences to U.S. Holders" and "Material Canadian Federal Income Tax Consequences".

You may be subject to tax upon an adjustment to the settlement rate of the purchase contracts even though you do not receive a corresponding cash distribution.

        You might be treated as receiving a constructive distribution from us if (i) the fixed settlement rates are adjusted and as a result of such adjustment your proportionate interest in our assets or earnings and profits is increased and (ii) the adjustment is not made pursuant to a bona fide, reasonable anti-dilution formula. An adjustment in the fixed settlement rates would not be considered made pursuant to such a formula if the adjustment were made to compensate you for taxable distributions with respect to our subordinate voting shares (for example, if we increase the cash dividend on our subordinate voting shares). Certain of the possible settlement rate adjustments (including, without limitation, adjustments in respect of taxable dividends to holders of our subordinate voting shares and as discussed in "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change") may not qualify as being pursuant to a bona fide reasonable adjustment formula. Thus, under certain circumstances, an increase in the fixed settlement rates might give rise to a constructive distribution to you even though you would not receive any cash related thereto. In addition, in certain situations, you might be treated as receiving a constructive distribution if we fail to adjust the fixed settlement rates. Any constructive distribution will generally be taxable as a dividend as described below in "Material United States Federal Income Tax Consequences to U.S. Holders—Ownership of Units—Subordinate Voting Shares Acquired under a Purchase Contract—Distributions". It is not clear, however, whether any such dividend would be eligible for reduced rates of taxation available to certain non-corporate United States Holders.

Any adverse rating action with respect to the Units may cause their trading price to fall.

        We do not intend to seek a rating on the Units and Moody's and S&P have both assigned us non-investment grade credit ratings on our debt. However, if a rating service were to rate the Units and if such rating service were to lower its rating on the Units below the rating initially assigned to the Units or otherwise announces its intention to put the Units on credit watch, the trading price of the Units could decline. The credit rating process is contingent upon a number of factors, many of which are beyond our control.

We may invest or spend the proceeds of this offering and the Concurrent Offering in ways with which you may not agree or in ways which may not yield a return.

        The net proceeds from the sale of the Units by us in this offering and the sale of our subordinate voting shares by us in the Concurrent Offering may initially or temporarily be used for general corporate purposes prior to the repayment of our indebtedness. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may also be invested with a view towards long-term benefits for our shareholders and this may not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

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The agreements governing the Units will provide that each of us, the purchase contract agent and the trustees will waive our and their respective rights to trial by jury with respect to claims arising under such agreements, which could result in less favorable outcomes to the plaintiff(s) in any such action.

        The agreements governing the Units will provide that, to the fullest extent permitted by law, each of us, the purchase contract agent and the trustees, as applicable, will waive our and their respective rights to a jury trial in any action or proceeding arising out of such agreements or the transactions contemplated thereby, except for any claim under the U.S. federal securities laws.

        If we, the purchase contract agent or the trustees opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with applicable U.S. state and federal law. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to such agreements and the Units. Accordingly, Unit holders, including holders that acquired Units in a secondary transaction, are subject to these provisions to the extent any action or proceeding is brought on their behalf by the purchase contract agent and/or the trustees to the extent permitted by applicable law. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the Units.

        If the purchase contract agent and/or the trustees bring a claim against us in connection with matters arising under such agreements or the Units either on their own behalf or on your behalf, except for claims under U.S. federal securities laws, the purchase contract agent and/or the trustees will waive its right to a jury trial, which may have the effect of limiting and discouraging lawsuits against us. If a jury trial is waived, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. Nevertheless, if this jury trial waiver provision is not enforced, to the extent a court action proceeds, it would proceed under the terms of such agreements with a jury trial. Investors cannot waive our compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Risks Related to Ownership of our Subordinate Voting Shares and Multiple Voting Shares

The Investors will continue to have significant influence over us upon completion of this offering and the Concurrent Offering.

        Our multiple voting shares have 10 votes per share and our subordinate voting shares, which are the shares we and the selling shareholder are selling in the Concurrent Offering, have one vote per share. Collectively, Patrick Dovigi, Josaud Holdings Inc., Josaud II Holdings Inc., Sejosa Holdings Inc. and Sejosa II Holdings Inc. (the "Dovigi Group") will hold all of our issued and outstanding multiple voting shares, approximately 3.7% of our total issued and outstanding shares and approximately 27.8% of the voting power attached to all of the shares (approximately 3.6% and 27.1%, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares from us in the Concurrent Offering in full). Each of Sejosa Holdings Inc., Sejosa II Holdings Inc., Josaud Holdings Inc. and Josaud II Holdings Inc. is owned directly or indirectly by Patrick Dovigi, his family members and discretionary trusts settled by family members of Patrick Dovigi.

        Upon completion of the Concurrent Offering, the Investors will hold approximately 68.5% of our total issued and outstanding shares and approximately 76.4% of the voting power attached to all of the shares (approximately 66.3% and 74.5%, respectively, if the underwriters exercise their option to purchase additional subordinate voting shares from us in the Concurrent Offering in full).

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        The Investors will have significant influence over us and decisions that require shareholder approval, including election of directors and significant corporate transactions. As long as the Investors, or affiliates thereof, own or control at least a majority of the voting power attached to all of the shares, they will have the ability to exercise substantial control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of directors and the size of our board of directors, any amendment of our articles ("Articles") or by-laws, or the approval of any significant corporate transaction, including a sale of substantially all of our assets. Even if their ownership falls below 50% of the voting power attached to all of the shares, the Investors, or affiliates thereof, will continue to be able to strongly influence or effectively control our decisions. The Investor Rights Agreements that the Investors will enter into at the closing of the Concurrent Offering will provide the Investors with certain director nomination rights and pre-emptive rights to subscribe for additional subordinate voting shares (or multiple voting shares, as applicable).

        Each of our directors and officers owes a fiduciary duty to us and must act honestly and in good faith with a view to our best interests. However, any director and/or officer that is a shareholder, even a controlling shareholder, is entitled to vote its shares in its own interests, which may not always be in the interests of our shareholders generally. The concentration of voting power may have the effect of delaying, deferring or preventing a change in control of our Company, impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could have a material adverse effect on the market price of our subordinate voting shares, the Units, the separate purchase contracts and the amortizing notes. The issuance of stock options and other convertible securities could lead to greater concentration of subordinate voting share ownership among insiders and could lead to dilution of subordinate voting share ownership which could lead to depressed subordinate voting share, Unit, separate purchase contract and amortizing note prices. Furthermore, the conversion of multiple voting shares to subordinate voting shares could lead to dilution of subordinate voting share ownership. We may also take actions that our other shareholders do not view as beneficial, which may adversely affect our results of operations and financial condition and cause the value of your investment to decline.

We cannot predict the impact our dual class share structure may have on our share price.

        We cannot predict whether our dual class share structure will result in a lower or more volatile market price of our subordinate voting shares or in adverse publicity or other adverse consequences. For example, certain stock market index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities "with unequal voting structures" in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our dual class structure, we will likely be excluded from certain of these indices and other stock indices may take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude

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investment by many of these funds and could make our subordinate voting shares less attractive to other investors. As a result, the market price and liquidity of our subordinate voting shares, and in turn the market price of the Units, the separate purchase contracts and the amortizing notes, could be adversely affected.

An active, liquid and orderly trading market for our subordinate voting shares may not develop, and you may not be able to sell the subordinate voting shares that you receive upon settlement of a purchase contract at an attractive price.

        The TSX has conditionally approved our listing application for our subordinate voting shares. There is currently no market through which our subordinate voting shares may be sold and, if a market for our subordinate voting shares does not develop or is not sustained, you may not be able to sell the subordinate voting shares that you receive upon settlement of a purchase contract at an attractive price. This may affect the pricing of the subordinate voting shares in the secondary market, the transparency and availability of trading prices, the liquidity of the subordinate voting shares and the extent of issuer regulation. The initial public offering price of our subordinate voting shares was determined through negotiations between us and the underwriters. The initial public offering price may not be indicative of the market price of our subordinate voting shares after the Concurrent Offering. In the absence of an active trading market for our subordinate voting shares, investors may not be able to sell their subordinate voting shares at an attractive price. We cannot predict the price at which our subordinate voting shares will trade.

        In addition, the terms of the Margin Loans will restrict the Margin Loan Borrowers from selling the subordinate voting shares and multiple voting shares anticipated to be pledged as security thereunder unless certain requirements are met at the time of the sale. As a result, a significant portion of the outstanding subordinate voting shares and all of the multiple voting shares will be subject to restrictions on sale during the term of the Margin Loans, which may also affect the pricing of the subordinate voting shares in the secondary market and the liquidity of the subordinate voting shares.

As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit the information publicly available to our securityholders. We are also permitted to rely on exemptions from certain governance standards applicable to U.S. issuers.

        As a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and therefore there may be less publicly available information about us than if we were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the United States and disclosure with respect to our annual meetings will be governed by Canadian requirements. In addition, our officers, directors and Investors are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and Investors purchase or sell our subordinate voting shares.

        We may also take advantage of certain provisions in the NYSE Listing Rules that allow us to follow Canadian law for certain governance matters. Applicable Canadian laws encourage, but do not require, that a majority of our board of directors consists of independent directors. Our board of directors therefore may include fewer independent directors than would be required if we were subject to NYSE listing standards. In addition, we are not subject to NYSE listing standards that require that independent directors regularly have scheduled meetings at which only independent directors are present. Canadian securities laws encourage, but do not require, that we adopt a compensation committee and a nominating committee that is comprised entirely of independent directors. As a result, our practice varies from the requirements of NYSE listing standards, which set forth certain requirements as to the responsibilities, composition and independence of compensation and nominating committees. Canadian securities laws do not require that we disclose information regarding third-party

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compensation of our directors or director nominees. As a result, our practice varies from the third-party compensation disclosure requirements of NYSE standards.

        Furthermore, quorum requirements applicable to general meetings of shareholders as set out in the OBCA differ from the requirement of NYSE listing standards, which requires that an issuer provide in its by-laws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

We may lose foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

        Following completion of this offering and the Concurrent Offering, we will be a "foreign private issuer", as such term is defined in Rule 405 of Regulation C under the Exchange Act. We may in the future lose our foreign private issuer status if a majority of our shares are held in the U.S. and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status, such as if: (1) a majority of our directors or executive officers are U.S. citizens or residents; (2) a majority of our assets are located in the U.S.; or (3) our business is administered principally in the U.S.

        If we lose our foreign private issuer status and decide, or are required, to register as a U.S. domestic issuer, the regulatory and compliance costs to us will be significantly more than the costs incurred as a foreign private issuer. In such event, we would not be eligible to use foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer.

We may be unable to maintain our credit rating.

        We may be unable to maintain our credit rating or execute our financial strategy. Our ability to execute our financial strategy depends in part on our ability to maintain the current ratings on our debt. Moody's and S&P have both assigned us non-investment grade credit ratings. The credit rating process is contingent upon a number of factors, many of which are beyond our control. Our rating may not remain in effect for any given period of time and our rating may be revised or withdrawn entirely by the rating agency in the future if, in its judgement, circumstances so warrant. If we cannot maintain our current rating, our interest expense could increase and our ability to obtain financing on favourable terms may be adversely affected.

A significant portion of our total outstanding indebtedness will become due over the next four years.

        Our current cash and liquidity position may not be sufficient to repay a portion of our existing indebtedness, including the 2022 Notes and the 2023 Notes (as defined herein) as they mature in 2022 and 2023, respectively. Our ability to continue as a going concern is dependent on us being able to obtain the necessary financing to satisfy our liabilities as they become due. There can be no assurances that we will be successful in securing adequate financing or secure adequate financing on reasonable terms. See "Description of Material Indebtedness".

In making your investment decision in determining whether to purchase the Units, you should be aware that we are only responsible for the information contained in this prospectus and in any free writing prospectus that we prepare or authorize and to which we specifically direct you.

        Information about GFL, and statements made by Patrick Dovigi, our Founder and Chief Executive Officer, Luke Pelosi, our Chief Financial Officer, and Ted Manziaris prior to the filing of our registration statement on Form F-1 dated July 19, 2019, were published in an August 30, 2019 article in The Globe and Mail, Report on Business Magazine. The full text of the article has been included in a

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media free writing prospectus that we filed on September 6, 2019 with the SEC. The article presented certain statements about GFL, our business strategy, our industry and our competitors in isolation and did not disclose many of the related clarifications, risks and uncertainties described in this prospectus.

        In making your investment decision in determining whether to purchase the Units, you should be aware that we are only responsible for the information contained in this prospectus and in any free writing prospectus that we prepare or authorize and to which we specifically direct you. Articles and other press coverage about our company present information in isolation and do not contain all of the information included in this prospectus, including the risks and uncertainties described in this prospectus. You should carefully evaluate all of the information included in this prospectus, including the risks described in this section and throughout the prospectus.

Because we are a corporation incorporated in Ontario and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

        We are a corporation incorporated under the laws of Ontario with our principal place of business in Vaughan, Canada. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgements of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (1) would enforce judgements of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

        Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents judgements obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

The Investors, whose interests may differ from yours, have significant control over our business.

        The Investors are our substantial shareholders and certain Investors have representation on our board of directors. This could lead to conflicts of interest, real or perceived, at the board or management level where the interests of the Investors may differ from yours. Further, the Investors are in a position to effectively influence our management, and their interests may differ from those of the holders of our subordinate voting shares and holders of the Units. If the Investors exercise such rights, a change of control and/or a fundamental change may occur and we will be required to comply with our obligations under the Notes Indentures (as defined herein), the Units and other agreements. See "Principal and Selling Shareholders" and "Description of Material Indebtedness".

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Future offerings of debt securities, which would rank senior to our subordinate voting shares (and may rank senior to the amortizing notes) upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our subordinate voting shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of our subordinate voting shares and the Units.

        In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our subordinate voting shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our subordinate voting shares, or both. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and holders of our subordinate voting shares and/or Units bear the risk of our future offerings reducing the market price of our subordinate voting shares and/or Units and diluting their ownership interest in the Company.

Any issuance of preferred shares could make it difficult for another company to acquire us or could otherwise adversely affect holders of our subordinate voting shares, which could depress the market price of our subordinate voting shares and may negatively affect your investment in the Units.

        Upon completion of the Concurrent Offering, our board of directors will have the authority to issue preferred shares and to determine the preferences, limitations and relative rights of preferred shares and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred shares could be issued with liquidation, dividend and other rights superior to the rights of our subordinate voting shares. The potential issuance of preferred shares may delay or prevent a change in control of us, discourage bids for our subordinate voting shares at a premium over the market price, adversely affect the market price and other rights of the holders of our subordinate voting shares and negatively affect your investment in the Units.

The issuance of additional subordinate voting shares or multiple voting shares may have a dilutive effect on the interests of our shareholders.

        The issuance of additional multiple voting shares or subordinate voting shares may have a dilutive effect on the interests of our shareholders. The number of subordinate voting shares and multiple voting shares that we are authorized to issue is unlimited. We may, in our sole discretion, subject to applicable law and the rules of the NYSE and the TSX, issue additional multiple voting shares or subordinate voting shares from time to time (including pursuant to any equity-based compensation plans that may be introduced in the future), and the interests of shareholders may be diluted thereby.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

        Our by-laws provide that we will indemnify our directors and officers. In addition, we expect to enter into agreements prior to the closing of the Concurrent Offering to indemnify our directors, executive officers and other employees as determined by our board of directors. Under the terms of the indemnification agreements with our director nominees and each of our directors and officers, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of Ontario, Canada, if the basis of the indemnitee's involvement was by reason of the fact that the indemnitee is or was a director or officer of the Company or any of its subsidiaries. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to

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defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance within 30 days of such request all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

We are governed by the corporate laws in Ontario, Canada, which in some cases have a different effect on shareholders than the corporate laws in Delaware, United States.

        The material differences between the OBCA and our Articles as compared to the Delaware General Corporation Law (the "DGCL") which may be of most interest to shareholders include the following: (1) for material corporate transactions (such as mergers and amalgamations, other extraordinary corporate transactions and amendments to our Articles), the OBCA generally requires at least a two-thirds majority vote by shareholders, whereas the DGCL generally only requires a majority vote of shareholders for similar material corporate transactions; (2) under the OBCA, shareholders holding 5% or more of our subordinate voting shares in the aggregate can requisition a special meeting at which any matters that can be voted on at our annual meeting can be considered, whereas the DGCL does not give this right; (3) the OBCA requires at least a 50% +1 majority vote by shareholders to pass a resolution for one or more directors to be removed unless otherwise specified in the company's articles, whereas the DGCL only requires the affirmative vote of a majority of the shareholders; however, many public company charters limit removal of directors to a removal for cause; and (4) under the OBCA and our Articles, our authorized share structure can be amended by a special resolution of the shareholders (and a special separate resolution may be required by shareholders of a share class or series whose rights will be prejudiced), whereas under the DGCL, a majority vote by shareholders is generally required to amend a corporation's certificate of incorporation and a separate class vote may be required to authorize alterations to a corporation's authorized share structure. We cannot predict if investors will find our subordinate voting shares less attractive because of these material differences. If some investors find our subordinate voting shares less attractive as a result, there may be a less active trading market for our subordinate voting shares and our share price may be more volatile. See "Comparison of Shareholder Rights".

Our Articles and by-laws provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in Canada, which could limit your ability to obtain a favourable judicial forum for disputes with us.

        Prior to the closing of the Concurrent Offering, we will be adopting a forum selection provision that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada (the "Court") and appellate courts therefrom (or, failing such Court, any other "court" as defined in the OBCA, having jurisdiction, and the appellate courts therefrom), will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us, or (3) any action or proceeding asserting a claim arising pursuant to any provision of the OBCA or our Articles. Our forum selection provision also provides that our shareholders are deemed to have consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of our provision. Therefore, it may not be possible for shareholders to litigate any action relating to the foregoing matters outside of the Province of Ontario. To the fullest extent permitted by law, our forum selection provision applies to claims arising under U.S. federal securities laws. In addition, investors cannot waive compliance with U.S. federal securities laws and the rules and regulations thereunder.

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        Our forum selection provision seeks to reduce litigation costs and increase outcome predictability by requiring derivative actions and other matters relating to our affairs to be litigated in a single forum. While forum selection clauses in corporate charters and by-laws/articles are becoming more commonplace for public companies in the United States and have been upheld by courts in certain states, a recent decision of the Supreme Court of Canada has cast some uncertainty as to whether forum selection clauses would be upheld in Canada. Accordingly, it is possible that the validity of our forum selection provision could be challenged and that a court could rule that such provision is inapplicable or unenforceable. If a court were to find our forum selection provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions and we may not obtain the benefits of limiting jurisdiction to the courts selected.

Provisions of Canadian law may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

        The Investment Canada Act subjects direct acquisition of control (as defined therein) of us by a "non-Canadian" (as defined therein) to government review. A reviewable acquisition may not proceed unless the relevant Minister is satisfied that the investment is likely to be of net benefit to Canada. This could prevent or delay a change of control and may eliminate or limit strategic opportunities for shareholders to sell their subordinate voting shares.

        Furthermore, acquisitions of our subordinate voting shares may be subject to filing and clearance requirements under the Competition Act (Canada) where certain thresholds are exceeded. This legislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us. Otherwise, there are no limitations either under the laws of Canada or Ontario, or in our Articles on the rights of non-Canadians to hold or vote our subordinate voting shares. Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

        The individuals who now constitute our senior management team have relatively limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies compared to senior management of other publicly traded companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under U.S. and Canadian securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.

We expect to pay dividends on our subordinate voting shares and multiple voting shares.

        Payment of dividends is dependent on cash flows of the business and is subject to change. The declaration and payment of future dividends will be at the discretion of our board of directors, are subject to compliance with applicable law and any contractual provisions, including under the Credit Agreements and other agreements governing our current and future indebtedness, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that our board of directors deems relevant. There can be no assurance that we will be in a position to pay dividends at the same rate (or at all) in the future.

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        Because a significant portion of our operations is through our subsidiaries, our ability to pay dividends depends, in part, on our receipt of cash dividends from our operating subsidiaries, which may restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. See "Description of Material Indebtedness" for a description of the restrictions on our ability to pay dividends.

If securities or industry analysts do not publish research or publish unfavourable research about our business, the market prices of our subordinate voting shares, the Units, the separate purchase contracts and the amortizing notes and trading volume of the foregoing could decline.

        The trading market for our subordinate voting shares, the Units, the separate purchase contracts and the amortizing notes will be influenced by research and reports that industry or securities analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on us or our business. If no securities or industry analysts commence coverage of us or our business, the market prices of our subordinate voting shares, the Units, the separate purchase contracts and the amortizing notes would likely be negatively impacted. In the event securities or industry analysts initiated coverage, if one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the market prices of our subordinate voting shares, the Units, the separate purchase contracts and the amortizing notes and the trading volume of the foregoing to decline. Moreover, if our results of operations do not meet the expectations of the investor community, or one or more of the analysts who cover us downgrades our subordinate voting shares or publishes unfavourable research about our business, our subordinate voting share price could decline.

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DESCRIPTION OF THE UNITS

        We are offering 14,000,000 Units (or 16,100,000 Units if the underwriters exercise their option to purchase additional Units in full), each with a stated amount of US$50.00 (or $66.67). Each Unit is comprised of a prepaid stock purchase contract (a "purchase contract") issued by us and a senior amortizing note (an "amortizing note") issued by us. The following summary of the terms of the Units, the summary of the terms of the purchase contracts set forth under the caption "Description of the Purchase Contracts" and the summary of the terms of the amortizing notes set forth under the caption "Description of the Amortizing Notes" in this prospectus contain a description of certain terms of the Units and their components but are not complete and are subject to, and qualified in their entirety by reference to, the related contracts. We refer you to:

•

the purchase contract agreement (the "purchase contract agreement"), to be dated the date of first issuance of the Units, to be entered into among us, U.S. Bank N.A., as purchase contract agent (the "purchase contract agent") and attorney-in-fact for the holders of purchase contracts from time to time, U.S. Bank N.A., as U.S. trustee (the "U.S. trustee") and Computershare Trust Company of Canada, as Canadian trustee (the "Canadian trustee", and, together with the U.S. trustee, the "trustees"), under the indenture described below, pursuant to which the purchase contracts and Units will be issued; and

•

the indenture between us, as issuer, and U.S. Bank N.A., as the trustee, and a related supplemental indenture, among us, as issuer, and the trustees, each to be dated the date of first issuance of the Units, under which the amortizing notes will be issued.

        The form of indenture and the form of purchase contract agreement have each been filed as an exhibit to the registration statement of which this prospectus forms a part and with the Canadian securities regulatory authorities.

        As used in this section, unless the context otherwise requires, the terms "GFL", the "Company", "us", "we" or "our" refer to GFL Environmental Inc. and not any of its subsidiaries or affiliates.

Components of the Units

        Each Unit offered is comprised of:

•

a prepaid stock purchase contract issued by us pursuant to which we will deliver to the holder, not later than 5:00 p.m., New York City time, on March 15, 2023 (subject to postponement in certain limited circumstances, the "mandatory settlement date"), unless earlier settled, a number of subordinate voting shares per purchase contract equal to the settlement rate described below under "Description of the Purchase Contracts—Delivery of Subordinate Voting Shares;" and

•

a senior amortizing note issued by us with an initial principal amount of US$                that pays equal quarterly installments of US$                per amortizing note (except for the June 15, 2020 installment payment, which will be US$                per amortizing note), which cash payment in the aggregate will be equivalent to            % per year with respect to the US$50.00 stated amount per Unit.

        Unless previously settled at your option as described in "Description of the Purchase Contracts—Early Settlement" or "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change" or settled at our option as described in "Description of the Purchase Contracts—Early Mandatory Settlement at Our Election" we will deliver to you not more than                        subordinate voting shares and not less than                        subordinate voting shares on the mandatory settlement date, based upon the applicable "settlement rate" (as defined under "Description of the Purchase Contracts—Delivery of Subordinate Voting Shares"), which is subject to adjustment as described herein, and the "applicable market value" (as defined under "Description of the Purchase Contracts—

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Delivery of Subordinate Voting Shares") of our subordinate voting shares, as described below under "Description of the Purchase Contracts—Delivery of Subordinate Voting Shares".

        Each amortizing note will have an initial principal amount of US$                . On each March 15, June 15, September 15 and December 15, commencing on June 15, 2020, we will pay equal cash installments of US$                on each amortizing note (except for the June 15, 2020 installment payment, which will be US$                per amortizing note). Each installment payment will constitute a payment of interest (at a rate of            % per annum) and a partial repayment of principal on the amortizing note, allocated as set forth on the amortization schedule set forth under "Description of the Amortizing Notes—Amortization Schedule".

        The stated amount of each Unit must be allocated between the amortizing note and the purchase contract based upon their relative fair market values. We have determined that the fair market value of each amortizing note is US$                and the fair market value of each purchase contract is US$                        , as set forth in the purchase contract agreement. Each holder agrees to such allocation and this position will be binding upon each holder (but not on the Internal Revenue Service).

Separating and Recreating Units

        Upon the conditions and under the circumstances described below, a holder of a Unit will have the right to separate a Unit into its component parts, and a holder of a separate purchase contract and a separate amortizing note will have the right to combine the two components to recreate a Unit.

Separating Units

        At initial issuance, the purchase contracts and amortizing notes may be purchased and transferred only as Units and will trade under the CUSIP number for the Units.

        On any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the second scheduled trading day immediately preceding March 15, 2023 or, if earlier, the second scheduled trading day immediately preceding any "early mandatory settlement date" (as defined under "Description of the Purchase Contracts") and also excluding the business day immediately preceding any installment payment date (provided that the right to separate the Units shall resume after such business day), you will have the right to separate your Unit into its constituent purchase contract and amortizing note (which we refer to as a "separate purchase contract" and a "separate amortizing note", respectively, and which will thereafter trade under their respective CUSIP numbers), in which case that Unit will cease to exist. If you beneficially own a Unit, you may separate it into its component purchase contract and component amortizing note by delivering written instructions to the broker or other direct or indirect participant through which you hold an interest in your Unit (your "participant") to notify The Depository Trust Company ("DTC") through DTC's Deposit/Withdrawal at Custodian ("DWAC") system of your desire to separate the Unit. Holders who elect to separate a Unit into its constituent purchase contract and amortizing note shall be responsible for any fees or expenses payable in connection with such separation.

        "Business day" means any day other than a Saturday, Sunday or any day on which banking institutions in New York, New York or Toronto, Ontario are authorized or obligated by applicable law or executive order to close or be closed.

        Separate purchase contracts and separate amortizing notes will be transferable independently from each other.

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Recreating Units

        On any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the second scheduled trading day immediately preceding March 15, 2023 or, if earlier, the second scheduled trading day immediately preceding any early mandatory settlement date and also excluding the business day immediately preceding any installment payment date (provided that the right to recreate the Units shall resume after such business day), you may recreate a Unit from your separate purchase contract and separate amortizing note. If you beneficially own a separate purchase contract and a separate amortizing note, you may recreate a Unit by delivering written instruction to your participant to notify DTC through DTC's DWAC system of your desire to recreate the Unit. Holders who elect to recreate Units shall be responsible for any fees or expenses payable in connection with such recreation.

Global Securities

        Your Unit, purchase contract and amortizing note will be represented by global securities registered in the name of a nominee of DTC. You will not be entitled to receive definitive physical certificates for your Units, purchase contracts or amortizing notes, except under the limited circumstances described under "Book-Entry Procedures and Settlement". Beneficial interests in a Unit and, after separation, the separate purchase contract and separate amortizing note will be represented through book-entry accounts of, and transfers will be effected through, direct or indirect participants in DTC.

Deemed Actions by Holders by Acceptance

        Each holder of Units or separate purchase contracts, by acceptance of such securities, will be deemed to have:

•

irrevocably authorized and directed the purchase contract agent to execute, deliver and perform on its behalf the purchase contract agreement, and appointed the purchase contract agent as its attorney-in-fact for any and all such purposes;

•

in the case of a purchase contract that is a component of a Unit, or that is evidenced by a separate purchase contract, irrevocably authorized and directed the purchase contract agent to execute, deliver and hold on its behalf the separate purchase contract or the component purchase contract evidencing such purchase contract and to execute and deliver Units, and appointed the purchase contract agent as its attorney-in-fact for any and all such purposes;

•

consented to, and agreed to be bound by, the terms and provisions of the purchase contract agreement; and

•

represented that either (i) no portion of the assets used to acquire or hold the Units, subordinate voting shares issuable upon settlement of the purchase contracts or amortizing notes constitutes assets of any (a) employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (b) plan, individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") or provisions under any other U.S. or non-U.S. federal, state, local or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), or (c) entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements described in clauses (a) and (b) (each of the foregoing described in clause (a), (b) and (c) referred to as a "Plan") or (ii) (1) the acquisition and holding of the Units, subordinate voting shares issuable upon settlement of the purchase contracts or amortizing notes and any of its constituent parts will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or

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a similar violation under any applicable Similar Laws and (2) neither we, the underwriters nor any of their respective affiliates is, or is undertaking to be, a fiduciary with respect to the Plan in connection with the Plan's acquisition, holding or disposition of the Units, subordinate voting shares issuable upon settlement of the purchase contracts or amortizing notes, as applicable;

•

acknowledged and agreed that such holder has the exclusive responsibility for ensuring that their acquisition and holdings of the Units complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws; and

•

in the case of a holder of a Unit, agreed, for all purposes, including U.S. federal income tax purposes, to treat:

•

a Unit as an investment unit composed of two separate instruments, in accordance with its form;

•

the amortizing notes as indebtedness of ours; and

•

the allocation of the US$50.00 stated amount per Unit between the purchase contract and the amortizing note so that such holder's initial tax basis in each purchase contract will be US$                and such holder's initial tax basis in each amortizing note will be US$                .

Listing of Securities

        Prior to this offering and the Concurrent Offering, there has been no public market for the Units or our subordinate voting shares. Our subordinate voting shares have been approved for listing on the New York Stock Exchange ("NYSE") under the symbol "GFL" and our subordinate voting shares have been conditionally approved for listing on the Toronto Stock Exchange ("TSX") under the symbol "GFL". In addition, we have applied to list the Units on the NYSE under the symbol "GFLU", subject to satisfaction of minimum listing standards with respect to the Units. However, we can give no assurance that the Units will be so listed. If the Units are approved for listing, we expect that the Units will begin trading on the NYSE on the date the Units are first issued. The subordinate voting shares deliverable upon settlement of all purchase contracts are also expected to be listed on NYSE and we intend to apply to list the subordinate voting shares deliverable upon settlement of all purchase contracts on the TSX. In addition, the underwriters have advised us that they intend to make a market in the Units, but the underwriters are not obligated to do so. However, listing on NYSE does not guarantee that a trading market will develop, and the underwriters may discontinue market making at any time in their sole discretion without notice. Accordingly, we cannot assure you that a liquid trading market will develop for the Units (or, if developed, that a liquid trading market will be maintained), that you will be able to sell Units at a particular time or that the prices you receive when you sell will be favorable.

        We will not initially apply to list the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system. If (i) a sufficient number of Units are separated into separate purchase contracts and separate amortizing notes and traded separately such that applicable listing requirements are met and (ii) a sufficient number of holders of such separate purchase contracts and separate amortizing notes request that we list such separate purchase contracts and separate amortizing notes, we may endeavor to list such separate purchase contracts and separate amortizing notes on an exchange of our choosing (which may or may not be the NYSE) subject to applicable listing requirements.

Title

        We, the purchase contract agent and the trustees will treat the registered owner, which we expect at initial issuance to be a nominee of DTC, of any Unit or separate purchase contract or separate

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amortizing note as the absolute owner of the Unit or separate purchase contract or separate amortizing note for the purpose of settling the related purchase contract or making payments on the separate amortizing note and for all other purposes.

Accounting for the Units

        Each Unit consists of an amortizing note and a purchase contract that will be accounted for separately. Each will be recorded at fair value on initial recognition by allocating the proceeds. The amortizing note is a financial liability that will be subsequently measured at amortized cost. The purchase contract represents an obligation to deliver a variable number of our equity instruments to equal a fixed amount, subject to a cap and a floor, which meets the definition of a financial liability and will subsequently be measured at fair value through profit or loss. The fair value of the purchase contract portion of the Unit is expected to be obtained using the trading price of the purchase contract to the extent that an active market exists. It will otherwise be determined using a valuation model. Issuance costs are expected to be allocated between the two portions on relative fair value basis, with costs related to the purchase contract being expensed as incurred and costs related to the amortizing note included as a reduction in the carrying amount of the notes.

Replacement of Unit Certificates

        In the event that physical certificates evidencing the Units have been issued, any mutilated Unit certificate will be replaced by us at the expense of the holder upon surrender of the certificate to the purchase contract agent. Unit certificates that become destroyed, lost or stolen will be replaced by us at the expense of the holder upon delivery to us and the purchase contract agent of evidence of their destruction, loss or theft satisfactory to us and the purchase contract agent. In the case of a destroyed, lost or stolen Unit certificate, an indemnity satisfactory to us and the purchase contract agent may be required at the expense of the holder of the Units before a replacement will be issued.

        Notwithstanding the foregoing, we will not be obligated to replace any Unit certificates on or after the second scheduled trading day immediately preceding March 15, 2023 or the second scheduled trading day immediately preceding any early mandatory settlement date. In those circumstances, the purchase contract agreement will provide that, in lieu of the delivery of a replacement Unit certificate, the purchase contract agent, upon delivery of the evidence and indemnity described above, will deliver or arrange for delivery of the subordinate voting shares issuable pursuant to the purchase contracts included in the Units evidenced by the Unit certificate.

Miscellaneous

        The purchase contract agreement will provide that we will pay all fees and expenses related to the offering of the Units and the enforcement by the purchase contract agent of the rights of the holders of the Units or the separate purchase contracts or separate amortizing notes, other than expenses (including legal fees) of the underwriters.

        Should you elect to separate or recreate Units, you will be responsible for any fees or expenses payable in connection with that separation or recreation, and we will have no liability therefor.

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DESCRIPTION OF THE PURCHASE CONTRACTS

        The purchase contracts will be issued pursuant to the terms and provisions of the purchase contract agreement. The following summary of the terms of the purchase contracts contains a description of certain terms of the purchase contracts, but is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the purchase contract agreement, including the definitions of specified terms in the purchase contract agreement. We refer you to the purchase contract agreement which is filed as an exhibit to the registration statement of which this prospectus forms a part. See "Where You Can Find More Information".

        Subject to the more detailed descriptions of the terms and conditions of the Units and the purchase contracts herein, the purchase contract component of the Units provides investors with economic exposure to our subordinate voting shares (through the entitlement to such number of our subordinate voting shares based on the "applicable market value" of our subordinate voting shares on the date of settlement).

        Each purchase contract will initially form a part of a Unit. Each Unit may be separated by a holder into its constituent purchase contract and amortizing note on any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the second scheduled trading day immediately preceding March 15, 2023 or, if earlier, the second scheduled trading day immediately preceding any "early mandatory settlement date", and also excluding the business day immediately preceding any installment payment date (provided that the right to separate the Units shall resume after such business day). Following such separation, purchase contracts may be transferred separately from amortizing notes.

        As used in this section, unless the context otherwise requires, references to:

•

"GFL", the "Company", "we", "us" or "our" refer to GFL Environmental Inc. and do not include any of its subsidiaries or affiliates;

•

"close of business" refer to 5:00 p.m., New York City time;

•

"open of business" refer to 9:00 a.m., New York City time; and

•

any share price that is reported in Canadian dollars shall be deemed a reference to the amount, in U.S. dollars, into which such amount of Canadian dollars would be converted based on the most recent daily average exchange rate published by the Bank of Canada on or immediately prior to the date of such share price.

Delivery of Subordinate Voting Shares

        Unless settled early at your or our option, for each purchase contract we will deliver to you on March 15, 2023 (subject to postponement in certain limited circumstances described below, the "mandatory settlement date") a number of subordinate voting shares. The number of subordinate voting shares issuable upon settlement of each purchase contract (the "settlement rate") will be determined as follows:

•

if the "applicable market value" (as defined below) of our subordinate voting shares is greater than the "threshold appreciation price" (as defined below), then you will receive                        subordinate voting shares for each purchase contract (the "minimum settlement rate");

•

if the applicable market value of our subordinate voting shares is less than or equal to the threshold appreciation price but greater than or equal to the "reference price" (as defined below), then you will receive a number of subordinate voting shares for each purchase contract equal to the Unit stated amount of US$50.00, divided by the applicable market value; and

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•

if the applicable market value of our subordinate voting shares is less than the reference price, then you will receive                         subordinate voting shares for each purchase contract (the "maximum settlement rate").

        The maximum settlement rate and the minimum settlement rate are each subject to adjustment as described under "—Adjustments to the Fixed Settlement Rates" below. Each of the minimum settlement rate and the maximum settlement rate is referred to as a "fixed settlement rate".

        The reference price is calculated by dividing US$50.00 by the then applicable maximum settlement rate and initially is approximately equal to US$                , which is the per share public offering price of our subordinate voting shares in the Concurrent Offering.

        The threshold appreciation price is calculated by dividing US$50.00 by the then applicable minimum settlement rate. The threshold appreciation price, which is initially approximately US$                , represents a premium of approximately            % over the reference price.

        "Applicable market value" means the arithmetic average of the VWAPs per subordinate voting share for each trading day in the settlement period.

        "Settlement period" means the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding March 15, 2023.

        "VWAP" per subordinate voting share on any trading day means the per share volume-weighted average price as displayed under the heading "Bloomberg VWAP" on Bloomberg (or any successor service) page "GFL US <Equity> AQR" (or its equivalent successor if such page is not available) in respect of the period from the scheduled open until the scheduled close of trading of the primary trading session on such trading day; or, if such price is not available, the market value per subordinate voting share on such trading day on the Toronto Stock Exchange ("TSX") (such price to be converted into Canadian dollars based on the most recent daily average exchange rate published by the Bank of Canada on or immediately prior to the date of such price) or otherwise as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by us for this purpose. For the avoidance of doubt, "VWAP" will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

        "Trading day" means a day on which:

•

there is no "market disruption event" (as defined below); and

•

trading in our subordinate voting shares (or other security for which a VWAP must be determined) generally occurs on the relevant stock exchange (as defined below);

provided that if our subordinate voting shares (or such other security) are not so listed or traded, "trading day" means a "business day".

        "Relevant stock exchange" means the NYSE or, if our subordinate voting shares (or other security for which a VWAP or closing price must be determined) are not then listed on the NYSE, on the principal other U.S. national or regional securities exchange on which our subordinate voting shares (or such other security) are then listed or, if our subordinate voting shares (or such other security) are not then listed on a U.S. national or regional securities exchange, on the principal other market on which our subordinate voting shares (or such other security) are then listed or admitted for trading.

        "Scheduled trading day" means a day that is scheduled to be a trading day on the relevant stock exchange. If our subordinate voting shares (or other such security) are not listed or admitted for trading on a relevant stock exchange, "scheduled trading day" means a "business day".

        "Market disruption event" means:

•

a failure by the relevant stock exchange to open for trading during its regular trading session; or

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•

the occurrence or existence on the relevant stock exchange prior to 1:00 p.m., New York City time, on any scheduled trading day for our subordinate voting shares (or such other security) for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in our subordinate voting shares (or such other security) or in any options contracts or futures contracts relating to our subordinate voting shares (or such other security).

        On the mandatory settlement date, our subordinate voting shares will be issued and delivered to you or your designee, upon:

•

surrender of certificates representing the purchase contracts, if such purchase contracts are held in certificated form; and

•

payment by you of any transfer or similar taxes payable in connection with the issuance of our subordinate voting shares to any person other than you.

        As long as the purchase contracts are evidenced by one or more global purchase contract certificates deposited with DTC, procedures for settlement will be governed by DTC's applicable procedures.

        If one or more of the 20 consecutive scheduled trading days in the settlement period is not a trading day, the mandatory settlement date will be postponed until the second scheduled trading day immediately following the last trading day of the settlement period.

        Prior to the close of business on the last trading day of the settlement period, the subordinate voting shares underlying each purchase contract will not be outstanding, and the holder of such purchase contract will not have any voting rights, rights to dividends or other distributions or other rights of a holder of our subordinate voting shares by virtue of holding such purchase contract. The person in whose name any subordinate voting shares shall be issuable upon settlement of the purchase contract on the mandatory settlement date will be treated as the holder of record of such shares as of the close of business on the last trading day of the settlement period.

        We will pay any documentary, stamp or similar issue or transfer tax due on the issue of any subordinate voting shares upon settlement of the purchase contracts, unless the tax is due because the holder requests any shares to be issued in a name other than the holder's name, in which case the holder will be obligated to pay that tax.

Hypothetical Settlement Values

        For illustrative purposes only, the following table shows the number of subordinate voting shares issuable upon settlement of a purchase contract at assumed applicable market values. The table assumes that there will be no adjustments to the fixed settlement rates described under "—Adjustments to the Fixed Settlement Rates" below and that the purchase contracts have not been settled early at the option of holders or at our option as described under "—Early Settlement", "—Early Settlement Upon a Fundamental Change" or "—Early Mandatory Settlement at Our Election" below. The actual applicable market value may differ from those set forth in the table below. Based on a reference price of approximately US$                and a threshold appreciation price of approximately US$                , a holder of a Unit or a separate purchase contract, as applicable, would receive on the mandatory

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settlement date the number of subordinate voting shares for each Unit or separate purchase contract set forth below:

Assumed Applicable Market Value	Number of Subordinate Voting Shares to be Received on the Mandatory Settlement Date	Assumed Settlement Value (Calculated as Applicable Market Value multiplied by the Number of Subordinate Voting Shares to be received on the Mandatory Settlement Date)
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$
US$		US$

        As the above table illustrates, if, on the mandatory settlement date, the applicable market value is greater than the threshold appreciation price, we would be obligated to deliver                         subordinate voting shares for each purchase contract. As a result, if the applicable market value exceeds the threshold appreciation price, you will receive only a portion of the appreciation in the market value of the subordinate voting shares you would have received had you purchased US$50.00 worth of subordinate voting shares at the public offering price in the Concurrent Offering.

        If, on the mandatory settlement date, the applicable market value is less than or equal to the threshold appreciation price but greater than or equal to the reference price of approximately US$                , we would be obligated to deliver a number of subordinate voting shares on the mandatory settlement date equal to US$50.00, divided by the applicable market value. As a result, we would retain all appreciation in the market value of our subordinate voting shares underlying each purchase contract between the reference price and the threshold appreciation price.

        If, on the mandatory settlement date, the applicable market value is less than the reference price of approximately US$                , we would be obligated to deliver upon settlement of the purchase contract                        subordinate voting shares for each purchase contract, regardless of the market price of our subordinate voting shares. As a result, the holder would realize the entire loss on the decline in market value of the subordinate voting shares underlying each purchase contract from the public offering price in the Concurrent Offering.

        Because the applicable market value of the subordinate voting shares is determined over the settlement period, the number of subordinate voting shares delivered for each purchase contract may be greater than or less than the number that would have been delivered based on the closing price (or VWAP) per subordinate voting share on the last trading day in the settlement period. In addition, you will bear the risk of fluctuations in the market price of the subordinate voting shares deliverable

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upon settlement of the purchase contracts between the last trading day in the settlement period and the date such shares are delivered.

Early Settlement

        Prior to the close of business on the second scheduled trading day immediately preceding March 15, 2023, you, as a holder of Units or a holder of separate purchase contracts, may elect to settle your purchase contracts early, in whole or in part, and receive a number of subordinate voting shares per purchase contract equal to the "early settlement rate" (and any cash payable for fractional shares). The early settlement rate is equal to: (i) if you settle purchase contracts prior to the close of business on September     , 2020, 95% of the minimum settlement rate on the early settlement date, and (ii) if you settle purchase contracts commencing on September     , 2020, the minimum settlement rate on the early settlement date, subject in either case to adjustment as described herein. Notwithstanding the foregoing, if you elect to settle your purchase contracts early in connection with a fundamental change, you will receive upon settlement of your purchase contracts a number of subordinate voting shares based on the "fundamental change early settlement rate" as described under "—Early Settlement Upon a Fundamental Change".

        Your right to receive subordinate voting shares (and any cash payable for fractional shares) upon early settlement of a purchase contract is subject to:

•

delivery of a written and signed notice of election (an "early settlement notice") to the purchase contract agent electing early settlement of such purchase contract;

•

if the Unit that includes such purchase contract or such purchase contract is held in certificated form, surrendering the certificates representing the purchase contract; and

•

payment by you of any transfer or similar taxes payable in connection with the issuance of our subordinate voting shares to any person other than you.

        As long as the purchase contracts or the Units are evidenced by one or more global certificates deposited with DTC, procedures for early settlement will be governed by DTC's applicable procedures.

        Upon surrender of the Unit or the separate purchase contract and payment of any applicable transfer or similar taxes due because of any issue of such shares in a name of a person other than the holder, you will receive the applicable number of subordinate voting shares (and any cash payable for fractional shares) due upon early settlement on the second business day following the "early settlement date" (as defined below).

        If you comply with the requirements for effecting early settlement of your purchase contracts earlier than the close of business on any business day, then that day will be considered the "early settlement date". If you comply with such requirements at or after the close of business on any business day or at any time on a day that is not a business day, then the next succeeding business day will be considered the "early settlement date". Prior to the close of business on the early settlement date, the subordinate voting shares underlying each purchase contract will not be outstanding, and the holder of such purchase contract will not have any voting rights, rights to dividends or other distributions or other rights of a holder of our subordinate voting shares by virtue of holding such purchase contract. The person in whose name any subordinate voting shares shall be issuable upon such early settlement of the purchase contract will be treated as the holder of record of such shares as of the close of business on the relevant early settlement date.

        Upon early settlement at the holder's election of the purchase contract component of a Unit, the amortizing note underlying such Unit will remain outstanding and be beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early and will no longer constitute a part of the Unit.

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Early Settlement Upon a Fundamental Change

        If a "fundamental change" occurs and you elect to settle your purchase contracts early in connection with such fundamental change, you will receive per purchase contract a number of subordinate voting shares (and any cash payable for fractional shares) (or, if a reorganization event has occurred, cash, securities or other property, as applicable) equal to the "fundamental change early settlement rate", as described below. An early settlement will be deemed for these purposes to be "in connection with" such fundamental change if you deliver your early settlement notice to the purchase contract agent, and otherwise satisfy the requirements for effecting early settlement of your purchase contracts, during the period beginning on, and including, the effective date of the fundamental change and ending at the close of business on the 35^th business day thereafter (or, if earlier, the second scheduled trading day immediately preceding March 15, 2023) (the "fundamental change early settlement period"). We refer to this right as the "fundamental change early settlement right".

        A holder's right to subordinate voting shares (and any cash payable for fractional shares) (or, if a reorganization event has occurred, cash, securities or other property, as applicable) upon early settlement in connection with a fundamental change is subject to compliance with the conditions described under "—Early Settlement" above.

        Upon surrender of the Unit or the separate purchase contract and payment of any applicable transfer or similar taxes due because of any issue of such shares in a name of a person other than the holder, you will receive the applicable number of subordinate voting shares (and any cash payable for fractional shares) (or, if a reorganization event has occurred, cash, securities or other property, as applicable) issuable as a result of your exercise of the fundamental change early settlement right on the second business day following the "fundamental change early settlement date" (as defined below).

        If you comply with the requirements for effecting early settlement of your purchase contracts in connection with a fundamental change prior to the close of business on any business day during the fundamental change early settlement period, then that day will be considered the "fundamental change early settlement date". If you comply with such requirements at or after the close of business on any business day during the fundamental change early settlement period or at any time on a day during the fundamental change early settlement period that is not a business day, then the next succeeding business day will be considered the "fundamental change early settlement date".

        We will provide the purchase contract agent, the U.S. trustee and the holders of Units and separate purchase contracts with a notice of a fundamental change within five business days after its effective date and issue a press release announcing such effective date. The notice will also set forth, among other things:

•

the applicable fundamental change early settlement rate;

•

if not subordinate voting shares, the kind and amount of cash, securities and other property receivable by the holder upon settlement; and

•

the deadline by which each holder's fundamental change early settlement right must be exercised.

        A "fundamental change" will be deemed to have occurred upon the occurrence of any of the following:

(1)

(x) any "person" or "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than us, any of our subsidiaries, any of our and their employee benefit plans, or any "Existing Holder" (as defined below) files a Schedule TO or any other schedule, form or report under the Exchange Act or National Instrument 55-104—Insider Reporting Requirements and Exemptions ("NI 55-104") disclosing that such person or group has become the direct or indirect "beneficial owner" (as defined in

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Rule 13d-3 under the Exchange Act or NI 55-104, as applicable) of our subordinate voting shares representing more than 50% of the voting power of our subordinate voting shares; or (y) the Principal Investors have become, collectively, the direct or indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act or NI 55-104, as applicable) of our subordinate voting shares representing more than 60% of the voting power of our subordinate voting shares;

(2)

the consummation of (A) any recapitalization, reclassification or change of our subordinate voting shares (other than changes resulting from a subdivision or combination) as a result of which our subordinate voting shares would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of us pursuant to which our subordinate voting shares will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole, to any person or persons other than one of our wholly owned subsidiaries;



(3)

our shareholders approve any plan or proposal for the liquidation or dissolution of us; or



(4)

our subordinate voting shares (or other common shares receivable upon settlement of your purchase contracts, if applicable) are not listed or quoted on any of the NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market or the TSX (or any of their respective successors).

        "Existing Holder" means each of the Principal Investors; provided that no such Principal Investor shall constitute an Existing Holder if all such Principal Investors, collectively, have, directly or indirectly, beneficial ownership of more than 70% of the total voting power in the aggregate of all classes of shares then outstanding entitled to vote generally in the elections of our directors.

        "Principal Investor" means (i) each of (a) BC Partners Advisors L.P. and its affiliates (including BC European Capital X LP and the other funds, partnerships or other vehicles managed, advised or controlled thereby, together with any entity (directly or indirectly) wholly owned by any such fund, partnership or vehicle, but not including, however, any portfolio operating company of the foregoing) and (b) Patrick Dovigi and his affiliates and (ii) any successor of any person identified in clause (i). For purposes of this definition, a person (first person) is considered to control another person (second person) if: (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.

        A transaction or transactions described in clauses (1) or (2) of the definition of "fundamental change" above will not constitute a fundamental change, however, if (a) at least 90% of the consideration received or to be received by our shareholders (excluding cash payments for fractional shares and cash payments made in respect of dissenters' appraisal rights) in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of the NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market or the TSX (or any of their respective successors), or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and (b) as a result of such transaction or transactions such consideration becomes the consideration receivable upon settlement of your purchase contracts, if applicable, excluding cash payments for fractional shares and cash payments made in respect of dissenters' appraisal rights.

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        If any transaction in which our subordinate voting shares are replaced by the securities of another entity occurs, following completion of any related fundamental change early settlement period (or, in the case of a transaction that would have been a fundamental change but for the immediately preceding paragraph, following the effective date of such transaction), references to us in the definition of "fundamental change" above shall instead be references to such other entity.

        The "fundamental change early settlement rate" will be determined by us by reference to the table below, based on the date on which the fundamental change occurs or becomes effective (the "effective date") and the "share price" in the fundamental change, which will be:

•

in the case of a fundamental change described in clause (2) of the definition of "fundamental change" in which all holders of subordinate voting shares receive only cash in the fundamental change, the share price will be the cash amount paid per subordinate voting share; and

•

in all other cases, the share price will be the arithmetic average of the VWAPs of our subordinate voting shares over the five consecutive trading day period ending on, and including, the trading day immediately preceding the effective date.

        The share prices set forth in the column headings of the table below will be adjusted as of any date on which the fixed settlement rates are adjusted. The adjusted share prices will equal the share prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the maximum settlement rate immediately prior to the adjustment giving rise to the share price adjustment and the denominator of which is the maximum settlement rate as so adjusted. The fundamental change early settlement rates per purchase contract in the table below will be adjusted in the same manner and at the same time as the fixed settlement rates as set forth under "—Adjustments to the Fixed Settlement Rates".

        The following table sets forth the fundamental change early settlement rate per purchase contract for each share price and effective date set forth below:

	Share Price
Effective Date	US$	US$	US$	US$	US$	US$	US$	US$	US$	US$	US$	US$	US$
, 2020
March 15, 2021
March 15, 2022
March 15, 2023

        The exact share price and effective date may not be set forth in the table above, in which case:

•

if the applicable share price is between two share prices in the table or the applicable effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by straight line interpolation between the fundamental change early settlement rates set forth for the higher and lower share prices and the earlier and later effective dates, as applicable, based on a 365-or 366-day year, as applicable;

•

if the applicable share price is greater than US$                per share (subject to adjustment in the same manner and at the same time as the share prices set forth in the column headings of the table above), then the fundamental change early settlement rate will be the minimum settlement rate; or

•

if the applicable share price is less than US$                per share (subject to adjustment in the same manner and at the same time as the share prices set forth in the column headings of the table above, the "minimum share price"), the fundamental change early settlement rate will be determined as if the share price equaled the minimum share price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two effective dates in the table.

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        The maximum number of subordinate voting shares deliverable under a purchase contract is                        , subject to adjustment in the same manner and at the same time as the fixed settlement rates as set forth under "—Adjustments to the Fixed Settlement Rates".

        Our obligation to settle the purchase contracts at the fundamental change early settlement rate could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

        We will deliver the subordinate voting shares (and any cash payable for fractional shares) (or, if a reorganization event has occurred, cash, securities or other property, as applicable) payable as a result of your exercise of the fundamental change early settlement right on the second business day following the fundamental change early settlement date.

        Prior to the close of business on the fundamental change early settlement date, the subordinate voting shares or other securities, if applicable, underlying each purchase contract will not be outstanding, and the holder of such purchase contract will not have any voting rights, rights to dividends or other distributions or other rights of a holder of our subordinate voting shares or such other securities by virtue of holding such purchase contract. The person in whose name any subordinate voting shares or such other securities shall be deliverable following exercise of a holder's fundamental change early settlement right will be treated as the holder of record of such shares or such other securities as of the close of business on the fundamental change early settlement date.

        Upon early settlement at the holder's election upon a fundamental change of the purchase contract component of a Unit, the amortizing note underlying such Unit will remain outstanding and will be beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early upon the fundamental change and will no longer constitute a part of the Unit.

        If you do not elect to exercise your fundamental change early settlement right, your purchase contracts will remain outstanding and will be subject to normal settlement on any subsequent early settlement date, any subsequent fundamental change early settlement date, any subsequent early mandatory settlement date or the mandatory settlement date, as the case may be.

Early Mandatory Settlement at Our Election

        We have the right to settle the purchase contracts on or after March 15, 2021, in whole but not in part, on a date fixed by us as described below at the "early mandatory settlement rate" described below. We refer to this right as our "early mandatory settlement right".

        The "early mandatory settlement rate" will be the maximum settlement rate as of the date (the "notice date") of the early mandatory settlement notice (as defined below) unless the closing price (as defined below) per subordinate voting share for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the notice date in a period of 30 consecutive trading days ending on, and including, the trading day immediately preceding the notice date exceeds 130% of the threshold appreciation price in effect on each such trading day, in which case the "early mandatory settlement rate" will be the minimum settlement rate as of the notice date.

        The "closing price" per subordinate voting share (or any other security) on any day means:

•

the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the relevant stock exchange;

•

if our subordinate voting shares (or any other security) are not listed for trading on a relevant stock exchange on the relevant date, the last quoted bid price for our subordinate voting shares

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(or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization; and

•

if our subordinate voting shares (or any other security) are not so quoted, the average of the mid-point of the last bid and ask prices for our subordinate voting shares (or such other security) on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose.

        In the event we elect to settle the purchase contracts early, holders of the amortizing notes (whether as components of Units or separate amortizing notes) will have the right to require us to repurchase some or all of their amortizing notes on the repurchase date and at the repurchase price, as described under "Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder". If we exercise our early mandatory settlement right and the holder of any Unit does not require us to repurchase the amortizing note that is a component of such Unit, such amortizing note will remain outstanding and will be beneficially owned by or registered in the name of, as the case may be, such holder. If we exercise our early mandatory settlement right and the holder of any Unit requires us to repurchase the amortizing note that is a component of such Unit but the related repurchase date falls after the early mandatory settlement date, such amortizing note will remain outstanding (pending such repurchase date) and will be beneficially owned by or registered in the name of, as the case may be, such holder.

        If we elect to exercise our early mandatory settlement right, we will provide the purchase contract agent and the holders of Units, separate purchase contracts and separate amortizing notes with a notice of our election (the "early mandatory settlement notice") and issue a press release announcing our election. The early mandatory settlement notice will specify, among other things:

•

the early mandatory settlement rate;

•

the date on which we will deliver subordinate voting shares (and any cash payable for fractional shares) following exercise of our early mandatory settlement right (the "early mandatory settlement date"), which will be on or after March 15, 2021 and at least five but not more than 20 business days following the notice date;

•

that holders of Units and separate amortizing notes will have the right to require us to repurchase their amortizing notes that are a component of the Units or their separate amortizing notes, as the case may be (subject to certain exceptions described under "Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder");

•

if applicable, the "repurchase price" and "repurchase date" (each as defined below under "Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder");

•

if applicable, the last date on which holders of amortizing notes may exercise their repurchase right; and

•

if applicable, the procedures that holders of amortizing notes must follow to require us to repurchase their amortizing notes.

        We will deliver the subordinate voting shares (and any cash payable for fractional shares) to you on the early mandatory settlement date.

        Prior to the close of business on the notice date, the subordinate voting shares underlying each purchase contract will not be outstanding, and the holder of such purchase contract will not have any voting rights, rights to dividends or other distributions or other rights of a holder of our subordinate voting shares by virtue of holding such purchase contract. The person in whose name any subordinate voting shares shall be issuable following exercise of our early mandatory settlement right will be treated as the holder of record of such shares as of the close of business on the notice date.

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Adjustments to the Fixed Settlement Rates

        The fixed settlement rates will be adjusted as described below, except that we will not make any adjustments to the fixed settlement rates if holders of the purchase contracts participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of our subordinate voting shares and solely as a result of holding the purchase contracts, in any of the transactions described below without having to settle their purchase contracts as if they held a number of subordinate voting shares equal to the maximum settlement rate, multiplied by the number of purchase contracts held by such holders.

        (a)   If we issue subordinate voting shares to all or substantially all of the holders of our subordinate voting shares as a dividend or other distribution, or if we effect a share split or share combination, then each fixed settlement rate will be adjusted based on the following formula:

where,
SR0	=	the fixed settlement rate in effect immediately prior to the close of business on the record date (as defined below) for such dividend or distribution or immediately prior to the open of business on the effective date (as defined below) for such share split or share combination, as the case may be;
SR1	=	the fixed settlement rate in effect immediately after the close of business on such record date or immediately after the open of business on such effective date, as the case may be;
OS0	=	the number of subordinate voting shares outstanding immediately prior to the close of business on such record date or immediately prior to the open of business on such effective date, as the case may be (in either case, prior to giving effect to such event); and
OS1	=	the number of subordinate voting shares that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination.

        Any adjustment made pursuant to this clause (a) will become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution described in this clause (a) is declared but not so paid or made, each fixed settlement rate will be readjusted, effective as of the date our board of directors (or a committee thereof) publicly announces its decision not to make such dividend or distribution, to such fixed settlement rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (a), the number of subordinate voting shares outstanding immediately prior to the close of business on the record date for such dividend or distribution or the open of business on the effective date for such share split or share combination, as applicable, will not include shares held in treasury but will include any shares issuable in respect of any scrip certificates issued in lieu of fractions of subordinate voting shares. We will not pay any such dividend or make any such distribution on subordinate voting shares held in treasury.

        "Record date" means, when used with respect to any dividend, distribution or other transaction or event in which the holders of our subordinate voting shares (or other applicable security) have the right to receive any cash, securities or other property or in which our subordinate voting shares (or other applicable security) are exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of our subordinate voting shares (or other applicable security) entitled to receive such cash, securities or other property (whether such date is fixed by our board of directors or a committee thereof, or by statute, contract or otherwise).

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        "Effective date" means the first date on which the subordinate voting shares trade on the relevant stock exchange, regular way, reflecting the relevant share split or share combination, as applicable.

        (b)   If we issue to all or substantially all holders of our subordinate voting shares rights, options or warrants (other than rights issued pursuant to a shareholder rights plan) entitling them, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase our subordinate voting shares at a price per share less than the average of the closing prices (as defined under "—Early Mandatory Settlement at Our Election) per subordinate voting share for the 10 consecutive trading day (as defined below) period ending on, and including, the trading day immediately preceding the date of announcement of such issuance per subordinate voting share, then each fixed settlement rate will be adjusted based on the following formula:

where,
SR0	=	the fixed settlement rate in effect immediately prior to the close of business on the record date for such issuance;
SR1	=	the fixed settlement rate in effect immediately after the close of business on such record date;
OS0	=	the number of subordinate voting shares outstanding immediately prior to the close of business on such record date;
X	=	the total number of subordinate voting shares issuable pursuant to such rights, options or warrants; and
Y	=	the total number of subordinate voting shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the closing prices per subordinate voting share for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance.

        Any adjustment made pursuant to this clause (b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the close of business on the record date for such issuance. In the event that such rights, options or warrants described in this clause (b) are not so issued, each fixed settlement rate will be readjusted, effective as of the date our board of directors (or a committee thereof) publicly announces its decision not to issue such rights, options or warrants, to such fixed settlement rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or subordinate voting shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each fixed settlement rate will be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such fixed settlement rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of subordinate voting shares actually delivered.

        In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase subordinate voting shares at less than the average of the closing prices per subordinate voting share for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration received by us for such rights, options or warrants and any amount payable on exercise or

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conversion thereof, the value of such consideration, if other than cash, to be determined by our board of directors, or a committee thereof.

        For the purposes of this clause (b), the number of subordinate voting shares at the time outstanding will not include shares held in treasury but will include any shares issuable in respect of any scrip certificates issued in lieu of fractions of subordinate voting shares. We will not issue any such rights, options or warrants in respect of subordinate voting shares held in treasury.

        (c)(1) If we distribute to all or substantially all holders of our subordinate voting shares any shares of our capital stock (other than our subordinate voting shares), evidences of our indebtedness, assets or rights, options or warrants to acquire our share capital, indebtedness or assets, excluding:

•

any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to clause (a) above;

•

any rights, options or warrants as to which an adjustment was effected pursuant to clause (b) above;

•

except as otherwise described below, rights issued pursuant to any shareholder rights plan of ours then in effect;

•

any dividend or distribution described in clause (d) below;

•

distributions of exchange property in a transaction described in "—Recapitalizations, Reclassifications and Changes of Our Subordinate Voting Shares;" and

•

any spin-off (as defined below) to which the provisions set forth below in clause (c)(2) shall apply;

then each fixed settlement rate will be adjusted based on the following formula:

where,
SR0	=	the fixed settlement rate in effect immediately prior to the close of business on the record date for such dividend or distribution;
SR1	=	the fixed settlement rate in effect immediately after the close of business on such record date;
SP0	=	the average of the closing prices per subordinate voting share for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the ex-date (as defined below) for such dividend or distribution; and
FMV	=	the fair market value (as determined by our board of directors or a committee thereof) on such record date of the shares, evidences of our indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per subordinate voting share.

        Notwithstanding the foregoing, if FMV (as defined above) is equal to or greater than SP₀ (as defined above) or if the difference between SP₀ and FMV is less than US$1.00, in lieu of the foregoing adjustment, provision shall be made for each holder of a Unit or separate purchase contract to receive, for each Unit or separate purchase contract, at the same time and upon the same terms as holders of our subordinate voting shares, the kind and amount of our shares, evidences of our indebtedness, assets or rights, options or warrants that such holder would have received if such holder owned a number of subordinate voting shares equal to the maximum settlement rate in effect on the record date for the dividend or distribution.

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        Any adjustment made pursuant to this clause (c)(1) will become effective immediately after the close of business on the record date for such dividend or distribution. In the event that such dividend or distribution is not so made, each fixed settlement rate will be readjusted, effective as of the date our board of directors (or a committee thereof) publicly announces its decision not to make such dividend or distribution, to such fixed settlement rate that would then be in effect if such dividend or distribution had not been declared. We will not make any such distribution on subordinate voting shares held in treasury.

        "Ex-date", when used with respect to any issuance, dividend or distribution, means the first date on which subordinate voting shares (or other applicable security) trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution in question from us or, if applicable, from the seller of our subordinate voting shares (or other applicable security) on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

        (c)(2) In the event that we make a dividend or distribution to all or substantially all holders of our subordinate voting shares consisting of shares of, or similar equity interests in, or relating to, a subsidiary or other business unit of ours that, upon issuance, will be traded on a U.S. or Canadian national securities exchange (herein referred to as a "spin-off"), each fixed settlement rate will be adjusted based on the following formula:

where,
SR0	=	the fixed settlement rate in effect immediately prior to the open of business on the ex-date for the spin-off;
SR1	=	the fixed settlement rate in effect immediately after the open of business on the ex-date for the spin-off;
FMV0	=	the average of the closing prices (as defined above, as if references to "subordinate voting shares" therein were references to such shares or similar equity interest distributed to the holders of our subordinate voting shares) of the shares or similar equity interests so distributed applicable to one subordinate voting share for the 10 consecutive trading day period commencing on, and including, the ex-date for the spin-off (the "valuation period"); and
MP0	=	the average of the closing prices per subordinate voting share for the valuation period.

        Any adjustment made pursuant to this clause (c)(2) will be calculated immediately after the close of business on the last trading day of the valuation period but will be given effect as of immediately after the open of business on the ex-date of the spin-off. Because we will make the adjustment to each fixed settlement rate with retroactive effect, we will delay any settlement of a Unit or separate purchase contract where any date for determining the number of subordinate voting shares issuable to a holder occurs during the valuation period until the second business day after the last day of the valuation period. In the event that such dividend or distribution described in this clause (c)(2) is not so made, each fixed settlement rate will be readjusted, effective as of the date our board of directors (or a committee thereof) publicly announces its decision not to pay such dividend or distribution, to such fixed settlement rate that would then be in effect if such distribution had not been declared. We will not make any such dividend or distribution on subordinate voting shares held in treasury.

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        (d)   If we make a dividend or distribution consisting exclusively of cash to all or substantially all holders of our subordinate voting shares, excluding:

•

any regular quarterly dividend that does not exceed US$0.01 per subordinate voting share (the "dividend threshold amount");

•

any cash that is distributed in, and will constitute exchange property as a result of, a reorganization event (as defined below) in exchange for subordinate voting shares; and

•

any dividend or distribution in connection with our liquidation, dissolution or winding up);

then each fixed settlement rate will be adjusted based on the following formula:

where,
SR0	=	the fixed settlement rate in effect immediately prior to the close of business on the record date for such dividend or distribution;
SR1	=	the fixed settlement rate in effect immediately after the close of business on the record date for such dividend or distribution;
SP0	=	the average of the closing prices per subordinate voting share over the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the ex-date for such dividend or distribution;
T	=	the dividend threshold amount; provided that if the dividend or distribution is not a regular quarterly cash dividend, the dividend threshold amount will be deemed to be zero; and
C	=	the amount in cash per share we distribute to holders of our subordinate voting shares.

        The dividend threshold amount is subject to adjustment on an inversely proportional basis whenever the fixed settlement rates are adjusted (by multiplying the dividend threshold amount by a fraction, the numerator of which will be the minimum settlement rate in effect immediately prior to the adjustment and the denominator of which will be the minimum settlement rate as adjusted), but no adjustment will be made to the dividend threshold amount for any adjustment made to the fixed settlement rates pursuant to this clause (d).

        If C (as defined above) is equal to or greater than SP₀ (as defined above) or if the difference between SP₀ and C is less than US$1.00, in lieu of the foregoing adjustment, provision shall be made for each holder of a Unit or separate purchase contract to receive, for each Unit or separate purchase contract, at the same time and upon the same terms as holders of our subordinate voting shares, the amount of cash that such holder would have received if such holder owned a number of subordinate voting shares equal to the maximum settlement rate on the record date for such cash dividend or distribution.

        Any adjustment made pursuant to this clause (d) will become effective immediately after the close of business on the record date for such dividend or distribution. In the event that any dividend or distribution described in this clause (d) is not so made, each fixed settlement rate will be readjusted, effective as of the date our board of directors (or a committee thereof) publicly announces its decision not to pay such dividend or distribution, to such fixed settlement rate which would then be in effect if such dividend or distribution had not been declared. We will not make any such dividend or distribution on subordinate voting shares held in treasury.

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        (e)   If we or any of our subsidiaries successfully complete a tender or exchange offer for our subordinate voting shares (other than a normal course issuer bid under applicable Canadian securities laws) where the cash and the value of any other consideration included in the payment per subordinate voting share validly tendered or exchanged exceeds the average of the closing prices per subordinate voting share for the 10 consecutive trading day period (the "averaging period") commencing on, and including, the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (the "expiration date"), then each fixed settlement rate will be adjusted based on the following formula:

where,
SR0	=	the fixed settlement rate in effect immediately prior to the close of business on the expiration date;
SR1	=	the fixed settlement rate in effect immediately after the close of business on the expiration date;
AC	=	the aggregate value of all cash and the fair market value (as determined by our board of directors, or a committee thereof) on the expiration date of any other consideration paid or payable for subordinate voting shares acquired pursuant to such tender offer or exchange offer;
OS1	=	the number of subordinate voting shares outstanding immediately after the expiration date, after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer;
OS0	=	the number of subordinate voting shares outstanding immediately prior to the expiration date, prior to giving effect to the purchase of any shares accepted for purchase or exchange in such tender or exchange offer; and
SP	=	the average of the closing prices per subordinate voting share over the averaging period.

        Any adjustment made pursuant to this clause (e) will be calculated at the close of business on the last trading day of the averaging period, but will be given effect immediately after the close of business on the expiration date. Because we will make the adjustment to each fixed settlement rate with retroactive effect, we will delay any settlement of a Unit or separate purchase contract where any date for determining the number of subordinate voting shares issuable to a holder occurs during the averaging period until the second business day after the last day of the averaging period. In the event that we are, or one of our subsidiaries is, obligated to purchase subordinate voting shares pursuant to any such tender or exchange offer, but we are, or such subsidiary is, permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each fixed settlement rate will be readjusted to be such fixed settlement rate that would then be in effect if such tender or exchange offer had not been made.

        To the extent that we have a rights plan in effect with respect to our subordinate voting shares on any date for determining the number of subordinate voting shares issuable to a holder, you will receive, in addition to our subordinate voting shares, the rights under the rights plan, unless, prior to such determination date, the rights have separated from our subordinate voting shares, in which case each fixed settlement rate will be adjusted at the time of separation as if we made a distribution to all holders of our subordinate voting shares as described in clause (c)(1) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

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        For purposes of this "—Adjustments to the Fixed Settlement Rates" section, "trading day" means a day on which:

•

trading in our subordinate voting shares (or other security for which a closing sale price must be determined) generally occurs on the relevant stock exchange, or, if our subordinate voting shares (or such other security) are not then listed on a relevant stock exchange, on the principal other market on which our subordinate voting shares (or such other security) are then listed or admitted for trading; and

•

a closing price per subordinate voting share (or closing sale price for such other security) is available on such securities exchange or market.

        If our subordinate voting shares (or such other security) are not so listed or traded, "trading day" means a "business day".

        In addition, subject to applicable law and the applicable listing standards of NYSE and TSX (or any other securities exchange where our subordinate voting shares are listed) and in accordance with the provisions of the purchase contract agreement, we may make such increases in each fixed settlement rate as we determine to be in our best interests or we deem advisable. We may also (but are not required to) increase each fixed settlement rate in order to avoid or diminish any income tax to holders of our subordinate voting shares resulting from any dividend or distribution of our subordinate voting shares (or issuance of rights, options or warrants to acquire subordinate voting shares) or from any event treated as such for income tax purposes or for any other reason. We may only make such a discretionary adjustment if we make the same proportionate adjustment to each fixed settlement rate.

        You might be treated as receiving a constructive distribution from us if (i) the fixed settlement rates are adjusted and as a result of such adjustment your proportionate interest in our assets or earnings and profits is increased and (ii) the adjustment is not made pursuant to a bona fide, reasonable anti-dilution formula. An adjustment in the fixed settlement rates would not be considered made pursuant to such a formula if the adjustment were made to compensate you for taxable distributions with respect to our subordinate voting shares (for example, if we increase the cash dividend on our subordinate voting shares). Certain of the possible settlement rate adjustments (including, without limitation, adjustments in respect of taxable dividends to holders of our subordinate voting shares and as discussed in "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change") may not qualify as being pursuant to a bona fide reasonable adjustment formula. Thus, under certain circumstances, an increase in the fixed settlement rates might give rise to a constructive distribution to you even though you would not receive any cash related thereto. In addition, in certain situations, you might be treated as receiving a constructive distribution if we fail to adjust the fixed settlement rates. Any constructive distribution will be taxable as a dividend, return of capital, or capital gain in accordance with the earnings and profits rules described below in "Material United States Federal Income Tax Consequences to U.S. Holders—Ownership of Units—Subordinate Voting Shares Acquired under a Purchase Contract—Distributions".

        Adjustments to each fixed settlement rate will be calculated to the nearest 1/10,000th of a share. No adjustment in the fixed settlement rates will be required unless the adjustment would require an increase or decrease of at least one percent. If any adjustment is not required to be made because it would not change the fixed settlement rates by at least one percent, then the adjustment will be carried forward and taken into account in any subsequent adjustment; provided that, on any date for determining the number of subordinate voting shares issuable to a holder, adjustments to the fixed settlement rates will be made with respect to any such adjustment carried forward and which has not been taken into account before such determination date.

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        The fixed settlement rates will only be adjusted as set forth above and will not be adjusted:

•

upon the issuance of any subordinate voting shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in subordinate voting shares under any plan;

•

upon the repurchase of any subordinate voting shares pursuant to the trust or escrow arrangement entered into on behalf of the legacy option holders. See "Executive Compensation—Equity Incentive Plans—Legacy Stock Option Plan";

•

upon the issuance of any subordinate voting shares in accordance with the terms of our multiple voting shares;

•

upon the issuance of any subordinate voting shares or rights, options, restricted share units, warrants or similar securities to purchase those shares pursuant to any present or future employee, director or consultant benefit or incentive plan or program of or assumed by us or any of our subsidiaries;

•

upon the repurchase of any subordinate voting shares pursuant to an open market share repurchase program or other buy-back transaction, including structured or derivative transactions, that is not a tender offer or exchange offer of the nature described in clause (e) above;

•

for the sale or issuance of subordinate voting shares, or securities convertible into or exercisable for subordinate voting shares, for cash, including at a price per share less than the fair market value thereof or otherwise or in an acquisition, except as described in one of clauses (a) through (e) above;

•

for a third-party tender offer;

•

upon the issuance of any subordinate voting shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Units were first issued;

•

solely for a change in the par value, if any, of our subordinate voting shares;

•

for accrued and unpaid interest, if any; or

•

for any other issuance of subordinate voting shares or any securities convertible into or exchangeable for subordinate voting shares or the right to purchase subordinate voting shares or such convertible or exchangeable securities, except as described above or below.

        If, however, the application of the foregoing formulas would result in a decrease in the fixed settlement rates, no adjustment to the fixed settlement rates will be made (other than as a result of a share combination pursuant to clause (1) above or the reversal of an increase to the fixed settlement rates, as expressly specified above and in the purchase contract agreement).

        Whenever the fixed settlement rates are adjusted, we will deliver to the purchase contract agent a certificate setting forth in reasonable detail the method by which the adjustment to each fixed settlement rate was determined and setting forth each adjusted fixed settlement rate. In addition, we will, within five business days of any event requiring such adjustment, provide or cause to be provided written notice of the adjustment to the holders of the Units and separate purchase contracts and describe in reasonable detail the method by which each fixed settlement rate was adjusted.

        We will adjust the fundamental change early settlement rates at the time we adjust the fixed settlement rates. For the avoidance of doubt, if we make an adjustment to the fixed settlement rates, it will result in a corresponding adjustment to the early settlement rate and the early mandatory settlement rate. For the further avoidance of doubt, if we make an adjustment to the fixed settlement

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rates, no separate inversely proportionate adjustment will be made either to (i) the threshold appreciation price because it is equal to US$50.00 divided by the minimum settlement rate as adjusted in the manner described herein (rounded to the nearest US$0.0001) or (ii) the reference price because it is equal to US$50.00 divided by the maximum settlement rate as adjusted in the manner described herein (rounded to the nearest US$0.0001).

        Whenever the terms of the purchase contracts require us to calculate closing prices, VWAPs or any other prices or amounts over a span of multiple days (including, without limitation, the applicable market value or the "share price"), we will make appropriate adjustments, if any, to each in good faith to account for any adjustment to the fixed settlement rates if the related record date, ex-date, effective date or expiration date occurs during the period in which the closing prices, the VWAPs or such other prices or amounts are to be calculated.

Recapitalizations, Reclassifications and Changes of Our Subordinate Voting Shares

        In the event of:

•

any consolidation, amalgamation or merger of us with or into another person (other than a merger, amalgamation or consolidation in which we are the continuing or surviving corporation and in which the subordinate voting shares outstanding immediately prior to the merger, amalgamation or consolidation are not exchanged for cash, securities or other property of us or another person);

•

any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of our consolidated property or assets;

•

any reclassification of our subordinate voting shares into securities, including securities other than our subordinate voting shares (other than changes in par value, if any, or resulting from a subdivision or combination); or

•

any statutory exchange of our securities with another person (other than in connection with a merger or acquisition);

in each case, as a result of which our subordinate voting shares would be converted into, or exchanged for, securities, cash or other property (each, a "reorganization event"), each purchase contract outstanding immediately prior to such reorganization event will, without the consent of the holders of the purchase contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of subordinate voting shares would have been entitled to receive in connection with such reorganization event (such securities, cash and other property, the "exchange property" with each unit of exchange property being the kind and amount of exchange property that a holder of one subordinate voting share would have received in such reorganization event) and, prior to or at the effective time of such reorganization event, we or the successor or purchasing person, as the case may be, shall execute with the purchase contract agent and the trustees a supplemental agreement pursuant to the purchase contract agreement and the purchase contracts to provide for such change in the right to settle the purchase contracts.

        For purposes of the foregoing, the type and amount of exchange property in the case of any reorganization event that causes our subordinate voting shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of our subordinate voting shares.

        The number of units of exchange property we will deliver for each purchase contract settled following the effective date of such reorganization event will be equal to the number of subordinate voting shares we would otherwise be required to deliver as determined by the fixed settlement rates

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then in effect on the applicable determination date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the applicable determination date). Each fixed settlement rate will be determined using the applicable market value of a unit of exchange property, and such value will be determined:

•

in the case of any publicly traded securities that comprise all or part of the exchange property, based on the VWAPs of such securities;

•

in the case of any cash that comprises all or part of the exchange property, based on the amount of such cash; and

•

in the case of any other property that comprises all or part of the exchange property, based on the value of such property, as determined by a nationally recognized independent investment banking firm retained by us for this purpose.

        In addition, if the exchange property in respect of any reorganization event includes, in whole or in part, securities of another entity, we shall amend the terms of the purchase contract agreement and the purchase contracts, without the consent of holders thereof, to: (x) provide for anti-dilution and other adjustments that shall be as nearly equivalent as practicable, as determined by the officer executing such amendment, to the adjustments described above under the heading "—Adjustments to the Fixed Settlement Rates"; and (y) otherwise modify the terms of the purchase contract agreement and the purchase contracts to reflect the substitution of the applicable exchange property for our subordinate voting shares (or other exchange property then underlying the purchase contracts). In establishing such anti-dilution and other adjustments referenced in the immediately preceding sentence, such officer shall act in a commercially reasonable manner and in good faith.

        In connection with any adjustment to the fixed settlement rates described above, we will also adjust the dividend threshold amount based on the number of shares of common stock comprising the exchange property and (if applicable) the value of any non-stock consideration comprising the exchange property. If the exchange property is comprised solely of non-stock consideration, the dividend threshold amount will be zero.

Fractional Shares

        No fractional subordinate voting shares will be issued to holders upon settlement of the purchase contracts. In lieu of fractional shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of a subordinate voting share, calculated on an aggregate basis in respect of the purchase contracts being settled (provided that, so long as the Units are in global form, we may elect to aggregate Units for purposes of these calculations on any basis permitted by the applicable procedures of DTC), multiplied by the VWAP of our subordinate voting shares on the trading day immediately preceding the mandatory settlement date, early settlement date, fundamental change early settlement date or early mandatory settlement date, as the case may be.

Legal Holidays

        In any case where the mandatory settlement date, early settlement date, fundamental change early settlement date or early mandatory settlement date, as the case may be, shall not be a business day, notwithstanding any term to the contrary in the purchase contract agreement or purchase contract, the settlement of the purchase contracts shall not be effected on such date, but instead shall be effected on the next succeeding business day with the same force and effect as if made on such settlement date, and no interest or other amounts shall accrue or be payable by us or to any holder in respect of such delay.

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Consequences of Bankruptcy

        Pursuant to the terms of the purchase contract agreement, the mandatory settlement date for each purchase contract, whether held separately or as part of a Unit, will automatically accelerate upon the occurrence of specified events of bankruptcy, insolvency or reorganization with respect to us. Pursuant to the terms of the purchase contract agreement, upon acceleration, holders will be entitled under the terms of the purchase contracts to receive a number of subordinate voting shares per purchase contract equal to the maximum settlement rate in effect immediately prior to such acceleration (regardless of the market value of our subordinate voting shares at that time). If for any reason the accelerated purchase contracts are not settled by the delivery of our subordinate voting shares (for example, a bankruptcy court may prevent us from delivering our subordinate voting shares in settlement of the accelerated purchase contracts), a holder may have a damage claim against us for the value of the subordinate voting shares that we would have otherwise been required to deliver upon settlement of the purchase contracts. We expect that any such damage claim that holders have against us following such acceleration would rank equally with the claims of holders of our subordinate voting shares in the relevant bankruptcy proceeding. As such, to the extent we fail to deliver subordinate voting shares to you upon such an acceleration, you will only be able to recover damages to the extent holders of our subordinate voting shares receive any recovery.

Modification

        The purchase contract agreement will contain provisions permitting us, the purchase contract agent and the U.S. trustee to modify the purchase contract agreement or the purchase contracts without the consent of the holders of purchase contracts (whether held separately or as a component of Units) for any of the following purposes:

•

to evidence the succession of another person to us, and the assumption by any such successor of the covenants and obligations of ours in the purchase contract agreement and the units and separate purchase contracts, if any;

•

to add to the covenants for the benefit of holders of purchase contracts or to surrender any of our rights or powers under the agreement;

•

to evidence and provide for the acceptance of appointment of a successor purchase contract agent;

•

upon the occurrence of a reorganization event, solely: (i) to provide that each purchase contract will become a contract to purchase exchange property; and (ii) to effect the related changes to the terms of the purchase contracts, in each case, as required by the applicable provisions of the purchase contract agreement;

•

to conform the provisions of the purchase contract agreement to the "Description of the Purchase Contracts" and "Description of the Units" sections in the preliminary prospectus, as supplemented by the related pricing term sheet;

•

to cure any ambiguity or manifest error or to correct or supplement any provisions that may be inconsistent; and

•

to make any other provisions with respect to such matters or questions, so long as such action does not adversely affect the interest of the holders.

        The purchase contract agreement will contain provisions permitting us, the purchase contract agent and the U.S. trustee, with the consent of the holders of not less than a majority of the purchase contracts at the time outstanding, to modify the terms of the purchase contracts or the purchase contract agreement. However, no such modification may, without the consent of the holder of each outstanding purchase contract affected by the modification,

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•

reduce the number of subordinate voting shares deliverable upon settlement of the purchase contract (except to the extent expressly provided in the anti-dilution adjustments);

•

change the mandatory settlement date, or adversely modify the right to settle purchase contracts early or the fundamental change early settlement right;

•

impair the right to institute suit for the enforcement of the purchase contracts; or

•

reduce the above-stated percentage of outstanding purchase contracts the consent of the holders of which is required for the modification or amendment of the provisions of the purchase contracts or the purchase contract agreement.

        In executing any supplement, modification or amendment to the purchase contract agreement, the purchase contract agent and U.S. trustee shall be provided an officer's certificate and an opinion of counsel stating that the execution of such supplemental agreement is authorized or permitted by the purchase contract agreement, and that any and all conditions precedent to the execution and delivery of such supplemental agreement have been satisfied.

Consolidation, Amalgamation, Merger, Conveyance, Transfer or Lease

        The purchase contract agreement will provide that GFL will not consolidate, amalgamate or merge with or into any other entity, or sell, transfer, lease or otherwise convey its properties and assets as an entirety or substantially as an entirety to any entity, unless:

•

(i) it is the continuing entity (in the case of a merger or amalgamation), or (ii) if it is not the continuing entity, the successor entity formed by such consolidation or amalgamation or into which it is merged or which acquires by sale, transfer, lease or other conveyance of its properties and assets, as an entirety or substantially as an entirety, is a corporation organized and existing under the laws of Canada or any province thereof, the United States of America or any State thereof, the District of Columbia or any territory thereof, and expressly assumes, by a supplement to the purchase contract agreement or by operation of law, all of GFL's obligations under the purchase contract agreement and the purchase contracts; and

•

immediately after giving effect to the transaction, no event of default, and no event which after notice or lapse of time or both would become an event of default under the purchase contract agreement or the purchase contracts, has or will have occurred and be continuing.

        Although there is a limited body of case law interpreting the phrase "substantially as an entirety", there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of our properties and assets "substantially as an entirety". As a result, it may be unclear as to whether the foregoing restrictions on mergers, consolidations, sales, conveyances, transfers, leases and other dispositions would apply to a particular transaction as described above absent a decision by a court of competent jurisdiction.

Reservation of Subordinate Voting Shares

        We will at all times reserve and keep available out of our authorized and unissued subordinate voting shares, solely for issuance upon settlement of the purchase contracts, the number of subordinate voting shares that would be issuable upon the settlement of all purchase contracts then outstanding, assuming settlement at the maximum settlement rate.

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Governing Law

        The purchase contract agreement, the Units, the purchase contracts and any claim, controversy or dispute arising under or related to the purchase contract agreement, the Units or the purchase contracts will be governed by, and construed in accordance with, the laws of the State of New York.

Waiver of Jury Trial

        The purchase contract agreement will provide that GFL, the purchase contract agent and the trustees will waive their respective rights to trial by jury in any action or proceeding arising out of or related to the purchase contracts, the purchase contract agreement or the transactions contemplated thereby, to the maximum extent permitted by law. Such waiver of a jury trial will not serve as a waiver by any parties of any rights for claims made under the U.S. federal securities laws. In addition, investors cannot waive the Company's compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Information Concerning the Purchase Contract Agent

        U.S. Bank N.A. will be the purchase contract agent. The purchase contract agent will act as the agent for the holders of Units and separate purchase contracts from time to time but shall have no fiduciary relationship to the holder of the Units or any other party. The purchase contract agreement will not obligate the purchase contract agent to exercise any discretionary actions in connection with a default under the terms of the purchase contracts or the purchase contract agreement.

        The purchase contract agreement will contain provisions limiting the liability of the purchase contract agent. The purchase contract agreement will contain provisions under which the purchase contract agent may resign or be replaced. This resignation or replacement would be effective upon the acceptance of appointment by a successor purchase contract agent.

Calculations in Respect of Purchase Contracts

        We will be responsible for making all calculations called for under the Units and any separate purchase contracts. The purchase contract agent will have no obligation to make, review or verify any such calculations. All such calculations made by us will be made in good faith and, absent manifest error, will be final and binding on the purchase contract agent and the holders of the Units and any separate purchase contracts. We will provide a schedule of such calculations to the purchase contract agent and the purchase contract agent will be entitled to conclusively rely upon the accuracy of such calculations without independent verification.

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DESCRIPTION OF THE AMORTIZING NOTES

        The amortizing notes will be issued by us pursuant to an indenture, between us, as issuer, and U.S. Bank N.A., as U.S. trustee (the "U.S. trustee"), and a related supplemental indenture, among us, the U.S. trustee and Computershare Trust Company of Canada, as Canadian trustee (the "Canadian trustee" and, together with the U.S. trustee, the "trustees"), each to be dated the date of first issuance of the Units, under which the amortizing notes will be issued (collectively referred to herein as the "indenture").

        The following summary of the terms of the amortizing notes contains a description of certain terms of the amortizing notes but is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the indenture, including the definitions in the indenture of certain terms. We refer you to the form of indenture, which has been filed as an exhibit to the registration statement of which this prospectus forms a part and with the Canadian securities regulatory authorities. See "Where You Can Find More Information".

        As used in this section, the terms "GFL", the "Company", "us", "we" or "our" refer to GFL Environmental Inc. and not any of its subsidiaries or affiliates.

General

        The amortizing notes will be issued as a separate series of senior debt securities under the indenture. The amortizing notes will be issued by us in an aggregate initial principal amount of US$                 (or US$                if the underwriters exercise their option to purchase additional Units in full). The final installment payment date will be March 15, 2023. Except as described under "—Optional Redemption for Changes in Withholding Tax", we may not redeem the amortizing notes, and no sinking fund is provided for the amortizing notes.

        Each amortizing note will initially form a part of a Unit. Each Unit may be separated by a holder into its constituent purchase contract and amortizing note on any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the second scheduled trading day immediately preceding March 15, 2023 or, if earlier, the second scheduled trading day immediately preceding any "early mandatory settlement date" and also excluding the business day immediately preceding any installment payment date (provided that the right to separate the Units shall resume after such business day). Following such separation, amortizing notes may be transferred separately from purchasing contracts.

        Amortizing notes may only be issued in certificated form in exchange for a global security under the circumstances described under "Book-Entry Procedures and Settlement". In the event that amortizing notes are issued in certificated form, such amortizing notes may be transferred or exchanged at the offices described below.

        Payments on amortizing notes issued as a global security will be made to DTC, or a successor depositary. In the event amortizing notes are issued in certificated form, installment payments will be made at the corporate trust office of the U.S. trustee. Installment payments on certificated amortizing notes may be made at our option by check mailed to the address of the persons entitled thereto. See "Book-Entry Procedures and Settlement".

        The amortizing notes will not be guaranteed by any of our subsidiaries.

        There are no covenants or provisions in the indenture that would afford the holders of the amortizing notes protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving us that may adversely affect such holders, except to the extent set forth under "—Consolidation, Merger, Conveyance, Transfer or Lease".

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        The indenture does not limit the aggregate principal amount of indebtedness that may be issued thereunder and provides that debt securities may be issued thereunder from time to time in one or more series.

Ranking

        The amortizing notes will be our general unsecured senior obligations and will rank equally in right of payment with all of our other existing and future unsecured senior indebtedness and guarantees and will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries. The amortizing notes will rank senior to all of our existing and future indebtedness, if any, that is subordinated to the amortizing notes. The amortizing notes will be effectively subordinated to any of our secured indebtedness to the extent of the collateral securing that indebtedness.

        The amortizing notes are our obligations exclusively, and are not the obligations of any of our subsidiaries. We conduct a portion of our operations through our subsidiaries and a portion of our assets are held by our subsidiaries and, therefore, we depend on the cash flow of our subsidiaries to meet our obligations, including our obligations under the amortizing notes. Our ability to pay dividends and meet our debt and other obligations depends on cash flows from our subsidiaries and, in the short term, our ability to raise capital from external sources. In the long term, cash flows from our subsidiaries depend on their ability to generate operating cash flows in excess of their own expenditures, common and preferred stock dividends (if any), and debt or other obligations. Our subsidiaries are separate and distinct legal entities that are not obligated to pay dividends or make loans or distributions to us (whether to enable us to pay dividends on our multiple voting shares and subordinate voting shares, to pay principal and interest on our debt, to settle, repurchase or redeem our debt (including the amortizing notes) or other securities (including the purchase contracts), or to satisfy our other obligations). In addition, certain of our subsidiaries may be limited in their ability to pay dividends or make loans or distributions to us, including, without limitation, as a result of legislation, regulation, court order, contractual restrictions (including pursuant to our credit facilities) and other restrictions or in times of financial distress. As a result, we may not be able to cause our subsidiaries to distribute funds or provide loans sufficient to enable us to pay dividends and meet our debt and other obligations. See "Risk Factors—Risks Related to the Units, the Separate Purchase Contracts and the Separate Amortizing Notes—Our ability to pay dividends and to meet our debt obligations depends on the performance of our subsidiaries and the ability to utilize the cash flows from our subsidiaries".

        As of December 31, 2019 and without giving effect to the indebtedness to be incurred under the amortizing notes:

•

we had approximately $7,684.0 million of debt outstanding, of which US$3,080.2 million was secured indebtedness; and

•

our subsidiaries had $3,621.5 million of indebtedness and other liabilities outstanding, excluding intercompany indebtedness, as well as $6,630.7 million of guarantees by such subsidiaries of our indebtedness.

Installment Payments

        Each amortizing note will have an initial principal amount of US$                . On each March 15, June 15, September 15 and December 15, commencing on June 15, 2020 (each, an "installment payment date"), we will pay, in cash, equal quarterly installments of US$                on each amortizing note (except for the June 15, 2020 installment payment, which will be US$                per amortizing note). Each installment payment will constitute a payment of interest (at a rate of             % per annum) and a partial repayment of principal on the amortizing note, allocated as set forth on the amortization schedule set forth under "—Amortization Schedule".

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        Installments will be paid to the person in whose name an amortizing note is registered as of 5:00 p.m., New York City time, on March 1, June 1, September 1 and December 1, as applicable.

        Each installment payment for any period will be computed on the basis of a 360-day year of twelve 30-day months. The installment payable for any period shorter or longer than a full installment payment period will be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a business day, then payment of the installment on such date will be made on the next succeeding day that is a business day, and without any interest or other payment in respect of any such delay.

Amortization Schedule

        The total installments of principal of and interest on the amortizing notes for each installment payment date are set forth below:

Installment Payment Date	Amount of Principal	Amount of Interest
June 15, 2020	US$	US$
September 15, 2020	US$	US$
December 15, 2020	US$	US$
March 15, 2021	US$	US$
June 15, 2021	US$	US$
September 15, 2021	US$	US$
December 15, 2021	US$	US$
March 15, 2022	US$	US$
June 15, 2022	US$	US$
September 15, 2022	US$	US$
December 15, 2022	US$	US$
March 15, 2023	US$	US$

Repurchase of Amortizing Notes at the Option of the Holder

        If we elect to exercise our early mandatory settlement right with respect to the purchase contracts, then holders of the amortizing notes (whether as components of Units or separate amortizing notes) will have the right (the "repurchase right") to require us to repurchase some or all of their amortizing notes for cash at the repurchase price per amortizing note to be repurchased on the repurchase date, as described below. Holders may not require us to repurchase a portion of an amortizing note. Holders will not have the right to require us to repurchase any or all of such holder's amortizing notes in connection with any early settlement of such holder's purchase contracts at the holder's option, as described above under "Description of the Purchase Contracts—Early Settlement" and "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change".

        The "repurchase date" will be a date specified by us in the early mandatory settlement notice, which will be at least 20 but not more than 35 business days following the date of our early mandatory settlement notice as described under "Description of the Purchase Contracts—Early Mandatory Settlement at Our Election" (and which may or may not fall on the early mandatory settlement date).

        The "repurchase price" per amortizing note to be repurchased will be equal to the principal amount of such amortizing note as of the repurchase date, plus accrued and unpaid interest on such principal amount from, and including, the immediately preceding installment payment date to, but not including, the repurchase date, calculated at an annual rate of            %; provided that if the repurchase date falls after a regular record date for any installment payment and on or prior to the immediately succeeding installment payment date, the installment payment payable on such installment payment

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date will be paid on such installment payment date to the holder as of such regular record date and will not be included in the repurchase price per amortizing note.

        To exercise your repurchase right, you must deliver, on or before 5:00 p.m., New York City time, on the business day immediately preceding the repurchase date, the amortizing notes to be repurchased (or the Units, if the early mandatory settlement date occurs on or after the repurchase date and you have not separated your Units into their constituent components), together with a duly completed written repurchase notice in the form entitled "Form of Repurchase Notice" on the reverse side of the amortizing notes (a "repurchase notice"), in each case, in accordance with appropriate DTC procedures, unless you hold certificated amortizing notes (or Units), in which case you must deliver the amortizing notes to be repurchased (or Units), duly endorsed for transfer, together with a repurchase notice, to the paying agent. Your repurchase notice must state:

•

if certificated amortizing notes (or Units) have been issued, the certificate numbers of the amortizing notes (or Units), or if not certificated, your repurchase notice must comply with appropriate DTC procedures;

•

the number of amortizing notes to be repurchased; and

•

that the amortizing notes are to be repurchased by us pursuant to the applicable provisions of the amortizing notes and the indenture.

        You may withdraw any repurchase notice (in whole or in part) by a written, irrevocable notice of withdrawal delivered (in the case of an amortizing note in global form, in accordance with the appropriate DTC procedures) on or before 5:00 p.m., New York City time, on the business day immediately preceding the repurchase date. The notice of withdrawal must state:

•

if certificated amortizing notes (or Units) have been issued, the certificate numbers of the withdrawn amortizing notes (or Units), or if not certificated, your notice must comply with appropriate DTC procedures;

•

the number of the withdrawn amortizing notes; and

•

the number of amortizing notes, if any, that remain subject to the repurchase notice.

        We will be required to repurchase the amortizing notes on the repurchase date. You will receive payment of the repurchase price on the later of (i) the repurchase date and (ii) the time of book-entry transfer or the delivery of the amortizing notes. If the U.S. trustee holds money sufficient to pay the repurchase price of the amortizing notes to be purchased on the repurchase date, then:

•

such amortizing notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the amortizing notes is made or whether or not the amortizing notes are delivered to the U.S. trustee); and

•

all other rights of the holder will terminate (other than the right to receive the repurchase price and, if the repurchase date falls between a regular record date and the corresponding installment payment date, the related installment payment).

        In connection with any repurchase offer pursuant to an early mandatory settlement notice, we will, if required, comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable.

        No amortizing notes may be repurchased at the option of holders if the principal amount thereof has been accelerated, and such acceleration has not been rescinded, on or prior to the repurchase date (except in the case of an acceleration resulting from a default by us of the payment of the repurchase price with respect to such amortizing notes).

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Payment of Additional Amounts

        All payments made by or on behalf of the Company under or with respect to the amortizing notes will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes (as defined below), unless the Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company is organized, resident or carrying on business for tax purposes or from or through which the Company makes any payment on the amortizing notes or any department or political subdivision thereof (each, a "Relevant Taxing Jurisdiction") from any payment made under or with respect to the amortizing notes, the Company, subject to the exceptions stated below, will pay such additional amounts ("Additional Amounts") as may be necessary such that the net amount received in respect of such payment by each holder or beneficial owner after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the holder or beneficial owner, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted.

        "Taxes" means any present or future tax, levy, impost, assessment or other government charge (including penalties, interest and any other liabilities related thereto) imposed or levied by or on behalf of a Taxing Authority.

        "Taxing Authority" means any government or any political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

        The Company will not, however, pay Additional Amounts to a holder or beneficial owner with respect to:

(i)

Canadian withholding Taxes imposed on a payment to a holder or beneficial owner with which the Company does not deal at arm's length for the purposes of the Income Tax Act (Canada) (the "Tax Act") at the time of making such payment (other than where the non-arm's length relationship arises as a result of the exercise or enforcement of rights under any amortizing notes);



(ii)

a debt or other obligation to pay an amount to a person with whom the Company is not dealing at arm's length within the meaning of the Tax Act (other than where the non-arm's length relationship arises as a result of the exercise or enforcement of rights under any amortizing notes);



(iii)

any Canadian withholding Taxes imposed on a payment or deemed payment to a holder or beneficial owner by reason of such holder or beneficial owner being a "specified shareholder" of the Company (within the meaning of subsection 18(5) of the Tax Act) at the time of payment or deemed payment, or by reason of such holder or beneficial owner not dealing at arm's length for the purposes of the Tax Act with a "specified shareholder" of the Company at the time of payment or deemed payment (other than where the holder or beneficial owner is a "specified shareholder," or does not deal at arm's length with a "specified shareholder," as a result of the exercise or enforcement of rights under any amortizing notes);



(iv)

Taxes giving rise to such Additional Amounts that would not have been imposed but for the existence of any present or former connection between such holder (or the beneficial owner of, or person ultimately entitled to obtain an interest in, such amortizing notes, including a fiduciary, settler, beneficiary, member, partner, shareholder or other equity interest owner of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, the Relevant Taxing Jurisdiction

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but not including any connection resulting solely from the acquisition, ownership, or disposition of amortizing notes, the receipt of payments thereunder and/or the exercise or enforcement of rights under any amortizing notes);

(v)

Taxes giving rise to such Additional Amounts that would not have been imposed but for the failure of such holder or beneficial owner, to the extent such holder or beneficial owner is legally eligible to do so, to timely satisfy any certification, identification, information, documentation or other reporting requirements concerning such holder's or beneficial owner's nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or arm's length relationship with the Company or otherwise establish the right to the benefit of an exemption from, or reduction in the rate of, withholding or deduction, if such compliance is required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction);



(vi)

any estate, inheritance, gift, sales, transfer, personal property, excise or any similar Taxes or assessment;



(vii)

any Taxes that were imposed with respect to any payment on an amortizing note to any holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment and to the extent the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had the holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such amortizing note;



(viii)

Taxes imposed on, or deducted or withheld from, payments in respect of the amortizing notes if such payments could have been made without such imposition, deduction or withholding of such Taxes had such amortizing notes been presented for payment (where presentation is required) within 30 days after the date on which such payments or such amortizing notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent such holder or beneficial owner would have been entitled to such Additional Amounts had such amortizing notes been presented on the last day of such 30-day period);



(ix)

any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the amortizing notes;



(x)

any Taxes that are imposed or withheld as a result of the presentation of any amortizing note for payment by or on behalf of a holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant amortizing note to another paying agent;



(xi)

any Taxes imposed under (a) Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended from time to time (the "Code") (including regulations and guidance thereunder), (b) any successor version thereof, (c) any intergovernmental agreement or any agreement entered into pursuant to Section 1471(b)(1) of the Code or (d) any law, regulation, rule or other official guidance or practice implementing the foregoing; or



(xii)

any combination of the foregoing items (i) through (xi).

        At least 30 calendar days prior to each date on which any payment under or with respect to the amortizing notes is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which such payment is due and payable, in which case it will be promptly

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thereafter), the Company will deliver to the U.S. trustee an Officer's Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the U.S. trustee to pay such Additional Amounts to holders and/or beneficial owner on the payment date.

        The Company will indemnify and hold harmless the holders and beneficial owner of the amortizing notes for the amount of any Taxes under Regulation 803 of the Tax Act, or any similar or successor provision (other than Taxes described in clauses (i) through (xii) above (but including, notwithstanding clause (ix), any Taxes payable pursuant to Regulation 803 of the Tax Act) or Taxes arising by reason of a transfer of the amortizing notes to a person resident in Canada with whom the transferor does not deal at arm's length for the purposes of the Tax Act except where such non-arm's length relationship arises as a result of the exercise or enforcement of rights under any amortizing notes) levied or imposed on and paid by such a holder or beneficial owner as a result of payments made under or with respect to the amortizing notes.

        In addition, the Company will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration, delivery or enforcement of the amortizing notes (other than on or in connection with a transfer of the amortizing notes other than the initial sale by the underwriters) or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the amortizing notes and/or any other such document or instrument (limited, solely in the case of taxes, charges or duties attributable to any payments with respect thereto, to any such taxes, charges or duties imposed in a Relevant Taxing Jurisdiction that are not excluded under clauses (v), (vi), (vii), (viii), (x) and (xi) above).

        The obligations described under this heading will survive any termination, defeasance or discharge of the indenture and will apply mutatis mutandis to any successor person to the Company and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this "Description of the Amortizing Notes" refers to, in any context, the payment of installments of principal and interest or any other amount payable under or with respect to any amortizing note, such reference shall include the payment of Additional Amounts or indemnification payments as described hereunder, if applicable.

Optional Redemption for Changes in Withholding Tax

        If, as a result of:

(1)

any amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective on or after the issue date of the Units (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or



(2)

any amendment to, or change in, the existing official position or the introduction of an official position regarding the application, interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, or a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Company) which is announced and becomes effective on or after the issue date of the Units (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date),

the Company has become or will become obligated to pay, on the next date on which any amount would be payable with respect to the amortizing notes, Additional Amounts or indemnification

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payments as described above under the heading "—Payment of Additional Amounts" with respect to the Relevant Taxing Jurisdiction, which payment the Company cannot avoid with the use of reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), then the Company may, at its option, redeem all but not less than all of the amortizing notes, upon not more than 60 days' notice prior to the earliest date on which the Company would be required to pay such Additional Amounts or indemnification payments, at a redemption price (the "redemption price") per amortizing note equal to the principal amount of such amortizing note as of the date of redemption, plus accrued and unpaid interest on such principal amount from, and including, the immediately preceding installment payment date to, but not including, the date of redemption, calculated at an annual rate of        %; provided that if the date of redemption falls after a regular record date for any installment payment and on or prior to the immediately succeeding installment payment date, the installment payment payable on such installment payment date will be paid on such installment payment date to the holder as of such regular record date and will not be included in the redemption price per amortizing note. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver to the U.S. trustee an opinion of counsel to the Company to the effect that the Company has or will become obligated to pay such Additional Amounts or indemnification payments as a result of an amendment or change described above.

        No amortizing notes may be redeemed if the principal amount of the amortizing notes has been accelerated, and such acceleration has not been rescinded, on or prior to the tax redemption date (except in the case of an acceleration resulting from a default by us in the payment of the redemption price with respect to such amortizing notes).

        Upon redemption of the amortizing note component of a Unit, the purchase contract underlying such Unit will remain outstanding and be beneficially owned by or registered in the name of, as the case may be, the holder whose component amortizing note was redeemed and will no longer constitute a part of the Unit.

Events of Default

        Each of the following will be an "event of default" under the indenture with respect to the amortizing notes:

(1)

default in the payment of any installment payment on any amortizing notes as and when the same shall become due and payable and continuance of such failure for a period of 30 days;



(2)

default in the payment of the repurchase price or redemption price of any amortizing notes when the same shall become due and payable;



(3)

our failure to give notice of a fundamental change as described under "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change" when due and continuance of such failure for a period of five business days;



(4)

our failure to perform for 90 days after notice any other covenant in the amortizing notes or the indenture; and



(5)

certain events of bankruptcy or insolvency of GFL, whether voluntary or not.

        If an event of default (other than an event of default described in clause (5) above) occurs and is continuing, either the U.S. trustee or the holders of not less than 25% in the principal amount of outstanding amortizing notes may, by written notice to us (and to the U.S. trustee if given by the holders), declare to be due and payable immediately the principal of and accrued and unpaid interest, if any, on the amortizing notes. In the case of an event of default described in clause (5) above, the principal amount of and accrued and unpaid interest, if any, on the amortizing notes will automatically

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become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately.

        At any time after a declaration of acceleration with respect to the amortizing notes has been made, but before a judgment or decree for payment of the money due has been obtained by the U.S. trustee, the holders of a majority in principal amount of the outstanding amortizing notes, by written notice to us and the U.S. trustee, may rescind and annul such declaration and its consequences if (1) we have paid or deposited with the U.S. trustee a sum sufficient to pay (i) all overdue installments of interest on such amortizing notes, (ii) all principal of the amortizing notes which has become due otherwise than by such declaration of acceleration and any interest thereon, (iii) to the extent enforceable under applicable law, interest upon overdue installments of interest and principal, and (iv) amounts payable to the trustees and (2) all events of default, other than the non-payment of the principal with respect to the amortizing notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in the indenture.

        The indenture will provide that the trustees will be under no obligation to exercise any of their respective rights or powers under the indenture unless the trustees receive security or indemnity reasonably satisfactory to them against any loss, liability or expense. Subject to certain rights of the trustees, the holders of a majority in principal amount of the amortizing notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the U.S. trustee or exercising any trust or power conferred on the U.S. trustee with respect to the amortizing notes.

        No holder of any amortizing notes will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:

•

that holder has previously given to the U.S. trustee written notice of a continuing event of default with respect to the amortizing notes; and

•

the holders of not less than 25% in principal amount of the outstanding amortizing notes have made written request, and offered reasonable indemnity, to the trustees to institute the proceeding as trustee, and after receipt of such request the U.S. trustee has not received from the holders of a majority in principal amount of the amortizing notes a direction inconsistent with that request and has failed to institute the proceeding within 60 days.

        Notwithstanding the foregoing, the holder of any amortizing note will have an absolute and unconditional right to receive payment of the principal of and any interest on that amortizing note on or after the due dates expressed in that amortizing note and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such holder.

        The indenture will require us to furnish to the U.S. trustee upon request a statement as to compliance with the indenture. The indenture will provide that the U.S. trustee may withhold notice to the holders of the amortizing notes of any default or event of default (except in payment on any amortizing notes) with respect to the amortizing notes if it in good faith determines that withholding notice is in the interest of the holders of those amortizing notes.

Discharge and Defeasance of Indenture

        After we have deposited with the U.S. trustee cash in trust for the benefit of the holders of the amortizing notes, sufficient to pay the portion of all future scheduled installment payments constituting the payment of principal in respect of the amortizing notes and the portion of the repurchase price constituting the principal amount of the amortizing notes, and the portion of all future scheduled installment payments constituting the payment of interest in respect of the amortizing notes and the portion of the repurchase price constituting the accrued but unpaid interest on the amortizing notes,

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and satisfied certain other conditions, including (in the case of defeasance only) receipt of an opinion of counsel that holders of the amortizing notes will not recognize taxable gain or loss for United States federal income tax purposes, then:

•

we will be deemed to have paid and satisfied our obligations on all outstanding amortizing notes, which is known as defeasance and discharge; or

•

we will cease to be under any obligation, other than to pay when due the principal of, premium, if any, and interest on amortizing notes, which is known as covenant defeasance.

        When there is a defeasance and discharge, the indenture will no longer govern the amortizing notes, we will no longer be liable for payments required by the terms of the amortizing notes and the holders thereof will be entitled only to the deposited funds. When there is a covenant defeasance, however, we will continue to be obligated to make payments when due if the deposited funds are not sufficient.

Consolidation, Amalgamation, Merger, Conveyance, Transfer or Lease

        The indenture will provide that GFL will not consolidate, amalgamate or merge with or into any other entity, or sell, transfer, lease or otherwise convey its properties and assets as an entirety or substantially as an entirety to any entity, unless:

•

(i) it is the continuing entity (in the case of a merger or amalgamation), or (ii) if it is not the continuing entity, the successor entity formed by such consolidation, amalgamation or into which it is merged or which acquires by sale, transfer, lease or other conveyance of its properties and assets, as an entirety or substantially as an entirety, is a corporation organized and existing under the laws of Canada or any province thereof, the United States of America or any State thereof, the District of Columbia or any territory thereof, and expressly assumes, by supplemental indenture or by operation of law, the due and punctual payment of the installment payments on all amortizing notes and the performance of all of the covenants under the indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts); and

•

immediately after giving effect to the transaction, no event of default, and no event which after notice or lapse of time or both would become an event of default under the indenture, has or will have occurred and be continuing.

        Although there is a limited body of case law interpreting the phrase "substantially as an entirety", there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of our properties and assets "substantially as an entirety". As a result, it may be unclear as to whether the foregoing restrictions on mergers, consolidations, sales, conveyances, transfers, leases and other dispositions would apply to a particular transaction as described above absent a decision by a court of competent jurisdiction.

Modifications and Amendments

        We and the trustees may amend or supplement the indenture or the amortizing notes without consent of the holders to:

•

cure any ambiguity, omission, defect or inconsistency in the indenture;

•

provide for the assumption by a successor corporation as set forth in "—Consolidation, Merger, Conveyance, Transfer or Lease";

•

comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

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•

evidence and provide for the acceptance of appointment with respect to the amortizing notes by a successor trustee in accordance with the indenture, and add or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts under the indenture by more than one trustee;

•

secure the notes;

•

add guarantees with respect to the notes;

•

add covenants or events of default for the benefit of the holders or surrender any right or power conferred upon us;

•

make any change that does not adversely affect the rights of any holder in any material respect; and

•

conform the provisions of the indenture or the amortizing notes to any provision of the "Description of the Amortizing Notes" section in the preliminary prospectus for this Units offering, as supplemented by the related pricing term sheet.

        In addition, we may modify and amend the indenture or the amortizing notes as to all other matters with the consent of the holders of at least a majority in principal amount of the outstanding amortizing notes; provided that we may not make any modification or amendment to the indenture or the amortizing notes without the consent of each holder affected thereby if that modification or amendment will:

•

change any installment payment date or reduce the amount owed on any installment payment date;

•

make the amortizing notes payable in a currency other than that stated in the amortizing notes;

•

reduce the repurchase price or amend or modify in any manner adverse to the holders of the amortizing notes our obligation to make such payment;

•

reduce the percentage in principal amount of amortizing notes whose holders must consent to an amendment of the indenture;

•

change in a manner adverse to any holder or beneficial owner our obligation to pay Additional Amounts;

•

make any change in the amendment provisions that require each holder's consent or in the waiver provisions of the indenture; or

•

impair the right of any holder to receive payment of principal and interest on such holder's amortizing notes on or after the due dates therefor or the right to institute suit for the enforcement of any such payment on or after the due dates therefor.

Governing Law

        The indenture and the amortizing notes shall be governed by and construed in accordance with the laws of the State of New York.

Waiver of Jury Trial

        The indenture will provide that we and the trustees will waive our respective rights to trial by jury in any action or proceeding arising out of or related to the amortizing notes, the indenture or the transactions contemplated thereby, to the maximum extent permitted by law. Such waiver of a jury trial will not serve as a waiver by any parties of any rights for claims made under the U.S. federal securities laws. In addition, investors cannot waive the Company's compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

        The following is a summary of material United States federal income tax consequences to a United States Holder (as defined below) of the purchase, ownership and disposition of Units, amortizing notes, and the purchase contracts that are or may be the components of a Unit and subordinate voting shares acquired under a purchase contract. This summary deals only with Units, amortizing notes, purchase contracts, and subordinate voting shares held as capital assets by a United States Holder who purchases the Units upon original issuance at their initial offering price. In addition, the discussion set forth below is applicable only to United States Holders (i) who are residents of the United States for purposes of the current United States—Canada Income Tax Convention (the "Treaty"), (ii) whose Units, amortizing notes, purchase contracts, and subordinate voting shares are not, for purposes of the Treaty, effectively connected with a permanent establishment in Canada and (iii) who otherwise qualify for the full benefits of the Treaty.

        As used herein, the term "United States Holder" means a beneficial owner of Units, amortizing notes, purchase contracts or subordinate voting shares that is, for United States federal income tax purposes, any of the following:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations, rulings and judicial decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below.

        This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•

a dealer in securities or currencies;

•

a financial institution;

•

a regulated investment company;

•

a real estate investment trust;

•

an insurance company;

•

a tax-exempt organization;

•

a person holding the Units, amortizing notes, purchase contract, or subordinate voting shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

•

a trader in securities that has elected the mark-to-market method of tax accounting for your securities;

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•

a person liable for alternative minimum tax;

•

a person who owns or is deemed to own 10% or more of our stock (by vote or value);

•

a partnership or other pass-through entity for United States federal income tax purposes;

•

a person required to accelerate the recognition of any item of gross income with respect to the Units, amortizing notes, purchase contract or subordinate voting shares as a result of such income being recognized on an applicable financial statement; or

•

a person whose "functional currency" is not the United States dollar.

        If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds units, amortizing notes, purchase contracts or subordinate voting shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the Units, amortizing notes, purchase contracts or subordinate voting shares, you should consult your tax advisors.

        This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address any aspect of United States federal non-income tax laws, such as gift, estate or the Medicare tax on net investment income, or the effects of any state, local or non-United States tax laws. If you are considering the purchase of Units, amortizing notes, purchase contracts or subordinate voting shares, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of Units, amortizing notes, purchase contracts and subordinate voting shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction.

        This discussion assumes that we are not, and will not become, a passive foreign investment company, as described below.

Characterization of Units and Amortizing Notes

        There is no authority directly addressing the characterization of the Units or instruments similar to the Units for United States federal income tax purposes and therefore the characterization of the Units for these purposes is not entirely free from doubt. We will take the position that each Unit will be treated as an investment unit composed of two separate instruments for United States federal income tax purposes: (i) a prepaid purchase contract to acquire subordinate voting shares and (ii) an amortizing note that is our indebtedness. Under this treatment, a holder of Units will be treated as if it held each component of the Units for United States federal income tax purposes. By acquiring a Unit, you will agree to treat (i) a Unit as an investment unit composed of two separate instruments in accordance with its form and (ii) the amortizing notes as indebtedness of GFL for United States federal income tax purposes. If, however, the components of a Unit were treated as a single instrument, the United States federal income tax consequences could differ from the consequences described below. Specifically, a United States Holder could be required to recognize the entire amount of each installment payment on the amortizing notes, rather than merely the portion of such payment denominated as interest, as income. Even if the components of a Unit are respected as separate instruments for United States federal income tax purposes, (i) the amortizing notes could be recharacterized as equity for United States federal income tax purposes, and (ii) the purchase contracts could be treated as our stock on the date of issuance, in which case the tax consequences of the purchase, ownership and disposition thereof would be substantially the same as the tax consequences with respect to the purchase contracts described herein, except that a United States Holder's holding period for the subordinate voting shares received under a purchase contract would include the period during which the United States Holder held the purchase contract.

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        The Units are complex financial instruments and no statutory, judicial or administrative authority directly addresses all aspects of the treatment of the Units or instruments similar to the Units for United States federal income tax purposes, and no assurance can be given that the IRS will agree with the tax consequences described herein. As a result, the United States federal income tax consequences of the purchase, ownership and disposition of the Units are unclear. We have not sought any rulings concerning the treatment of the Units, and the tax consequences described herein are not binding on the IRS or the courts, either of which could disagree with the explanations or conclusions contained in this summary. Accordingly, you should consult your tax advisor regarding the consequences to you of the possible recharacterization of the components of a Unit as a single instrument. Unless stated otherwise, the remainder of this discussion assumes the characterization of the Units as two separate instruments.

Allocation of Purchase Price

        Your acquisition of a Unit will be treated as an acquisition of the amortizing note and the purchase contract constituting the Unit and, by purchasing the Unit, you will be deemed to have agreed to such treatment. In addition, we and you, by your acceptance of a beneficial ownership interest in the amortizing notes, agree to treat the notes as indebtedness of GFL for all United States federal income tax purposes. The remainder of this discussion assumes that a United States Holder of a Unit will be treated as owning the amortizing note and the purchase contract.

        The purchase price of each Unit will be allocated between the amortizing note and the purchase contract in proportion to their respective fair market values at the time of purchase. Such allocation will establish your initial tax basis in the amortizing note and the purchase contract. We will report the initial fair market value of each amortizing note as US$                and the initial fair market value of the purchase contract as US$                . This allocation is binding on you (but not on the IRS), unless you explicitly disclose a contrary position on a statement attached to your timely filed United States federal income tax return. The remainder of this discussion assumes that this allocation of the purchase price will be respected for United States federal income tax purposes.

Passive Foreign Investment Company

        We do not believe that we are, for United States federal income tax purposes, a passive foreign investment company (a "PFIC"), and we expect to operate in such a manner so as not to become a PFIC. If, however, we are or become a PFIC, you could be subject to additional United States federal income taxes on gain recognized with respect to the Units, purchase contracts and subordinate voting shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules.

Ownership of Units

        The following is a summary of certain United States federal incomes tax consequences that will apply to a United States Holder of Units, amortizing notes, purchase contracts or subordinate voting shares.

Separation and Recreation of the Units

        A United States Holder will not recognize gain or loss by (i) separating a Unit into its components or (ii) recreating a Unit as both procedures are described under "Description of the Units—Separating and Recreating Units."

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Sale, Exchange or Other Taxable Disposition of Units

        Upon a sale, exchange or other taxable disposition of Units, a United States Holder will be treated as having sold, exchanged or disposed of both the purchase contracts and the amortizing notes that constitute such Units and will calculate gain or loss on the purchase contracts separately from the gain or loss on the amortizing notes in proportion to their relative fair market values at the time of the disposition. It is thus possible that a United States Holder could recognize a capital gain on one component of a Unit but a capital loss on the other component of the Unit. A United States Holder generally will have gain or loss equal to the difference between (i) the portion of proceeds allocable to the purchase contract and the amortizing notes and (ii) such United States Holder's respective adjusted tax bases in the purchase contract and the amortizing notes. For purposes of determining gain or loss, proceeds will not include any amount attributable to accrued and unpaid interest, which amount will be treated as ordinary interest income to the extent not previously included in income. Such gain or loss generally will be capital gain or loss. Capital gains of individuals derived in respect of assets held for more than one year are subject to tax at preferential rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a United States Holder generally will be treated as United States source gain or loss. Consequently, a United States Holder may not be able to use the foreign tax credit from any Canadian tax imposed on the disposition of Units.

Amortizing Notes

Payments of Interest and Principal on Amortizing Notes

        Stated interest on an amortizing note (including any amounts withheld to reflect Canadian withholding taxes) will be includible in a United States Holder's gross income as ordinary interest income at the time it is paid or at the time it accrues in accordance with such United States Holder's method of tax accounting, and payments on the notes other than stated interest will reduce a United States Holder's basis with respect to such amortizing note. It is expected, and this discussion assumes, that the amortizing notes will not be issued with more than a de minimis amount of original issue discount ("OID"). In general, however, if the amortizing notes are issued with more than de minimis OID, a United States Holder will be required to include OID in gross income, as ordinary income, under a "constant-yield method" before the receipt of cash attributable to such income, regardless of the United States Holder's regular method of accounting for United States federal income tax purposes. Payments on the amortizing notes other than stated interest (including the portion of each installment payment that is not treated as interest) will reduce a United States Holder's basis with respect to the amortizing notes.

Sale, Exchange, Repurchase or Other Taxable Disposition of Amortizing Notes

        Upon a sale, exchange, repurchase or other taxable disposition of amortizing notes, a United States Holder will generally have gain or loss equal to the difference between (i) the amount realized and (ii) such United States Holder's adjusted tax basis in the amortizing note. For purposes of determining gain or loss, a United States Holder's proceeds will not include any amount attributable to accrued and unpaid interest, which amount will be treated as ordinary interest income to the extent not previously included in income. Such gain or loss generally will be capital gain or loss. Capital gains of individuals derived in respect of assets held for more than one year are subject to tax at preferential rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a United States Holder generally will be treated as United States source gain or loss. Consequently, a United States Holder may not be able to use the foreign tax credit from any Canadian tax imposed on the disposition of amortizing notes.

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Purchase Contracts

Acquisition of Subordinate Voting Shares under a Purchase Contract

        A United States Holder generally will not recognize gain or loss on the purchase of subordinate voting shares under a purchase contract except with respect to any cash paid in lieu of a fractional subordinate voting share. A United States Holder's aggregate initial tax basis in the subordinate voting shares acquired under a purchase contract should equal such holder's tax basis in the purchase contract less any such tax basis allocable to the fractional share. The holding period for subordinate voting shares received under a purchase contract will commence on the day after the subordinate voting shares are acquired.

Constructive Distributions and Dividends

        A United States Holder might be treated as receiving a constructive distribution from us if (i) the fixed settlement rates are adjusted and as a result of such adjustment such United States Holder's proportionate interest in our assets or earnings and profits is increased and (ii) the adjustment is not made pursuant to a bona fide, reasonable anti-dilution formula. An adjustment in the fixed settlement rates would not be considered made pursuant to such a formula if the adjustment were made to compensate for taxable distributions with respect to our subordinate voting shares (for example, if we increase the cash dividend on our subordinate voting shares). Certain of the possible settlement rate adjustments (including, without limitation, adjustments in respect of taxable dividends to United States Holders of our subordinate voting shares and as discussed in "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change") may not qualify as being pursuant to a bona fide reasonable adjustment formula. Thus, under certain circumstances, an increase in the fixed settlement rates might give rise to a constructive distribution to United States Holders even though such holders would not receive any cash related thereto. In addition, in certain situations, a United States Holder might be treated as receiving a constructive distribution if we fail to adjust the fixed settlement rates. Any constructive distribution will generally be taxable as described below under "Subordinate Voting Shares Acquired under a Purchase Contract—Distributions," however, it is not clear whether any such distribution constituting a dividend would be eligible for the reduced rates of taxation available to certain non-corporate United States Holders discussed below.

Sale, Exchange or Other Taxable Disposition of Purchase Contracts

        Except as described above under "—Acquisition of Subordinate Voting Shares under a Purchase Contract", upon a sale, exchange, or other taxable disposition of a purchase contract, a United States Holder will recognize capital gain or loss in an amount equal to the difference between the amount realized and such United States Holder's adjusted tax basis in the purchase contract. Such gain or loss generally will be capital gain or loss. Long-term capital gains of a non-corporate United States Holder are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a United States Holder generally will be treated as United States source gain or loss. Consequently, a United States Holder may not be able to use the foreign tax credit from any Canadian tax imposed on the disposition of a purchase contract.

Subordinate Voting Shares Acquired under a Purchase Contract

Distributions

        The gross amount of distributions on the subordinate voting shares (including any amounts withheld to reflect Canadian withholding taxes) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of

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capital, causing a reduction in the tax basis of the subordinate voting shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not, however, expect to determine earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.

        Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

        With respect to non-corporate United States Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a non-U.S. corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the United States Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The United States Treasury Department has determined that the Treaty meets these requirements, and we expect we would be eligible for the benefits of the Treaty, although there can be no assurance. However, a non-U.S. corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our subordinate voting shares, which have been approved for listing on the NYSE and conditionally approved for listing on the TSX, will be readily tradable on an established securities market in the United States. There can be no assurance, however, that our subordinate voting shares will be considered readily tradable on an established securities market in later years. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules to your particular circumstances.

        The amount of any dividend paid in Canadian dollars will equal the United States dollar value of the Canadian dollars received calculated by reference to the exchange rate in effect on the date the dividend is received by you, regardless of whether the Canadian dollars are converted into United States dollars. If the Canadian dollars received as a dividend are converted into United States dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Canadian dollars received as a dividend are not converted into United States dollars on the date of receipt, you will have a basis in the Canadian dollars equal to their United States dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Canadian dollars will be treated as United States source ordinary income or loss.

        Subject to certain conditions and limitations, Canadian withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the subordinate voting shares will be treated as income from sources outside the United States and will generally constitute passive category income. However, in certain circumstances, if you have held the subordinate voting shares for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for Canadian withholding taxes imposed on dividends paid on the subordinate voting shares. If you do not elect to claim a United States foreign tax credit, you may instead claim a deduction for Canadian income tax withheld, but only for a taxable year in which you elect to do so with respect to all foreign income

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taxes paid or accrued in such taxable year. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Sale, Exchange or Other Taxable Disposition of Subordinate Voting Shares

        Upon a sale, exchange, or other taxable disposition of our subordinate voting shares, a United States Holder will recognize capital gain or loss in an amount equal to the difference between the amount realized and such holder's adjusted tax basis in the subordinate voting shares. Such gain or loss generally will be capital gain or loss. Long-term capital gains of a non-corporate United States Holder are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a United States Holder generally will be treated as United States source gain or loss. Consequently, a United States Holder may not be able to use the foreign tax credit from any Canadian tax imposed on the disposition of subordinate voting shares.

Information Reporting and Backup Withholding

        In general, information reporting requirements may apply to payments on the amortizing notes, the purchase contracts and subordinate voting shares and to the proceeds of the sale or other disposition of such instruments, unless a United States Holder is an exempt recipient such as a corporation. Backup withholding may apply unless the United States Holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with applicable requirements of the backup withholding rules.

        Any amount withheld under the backup withholding rules from a payment to a United States Holder is allowable as a credit against such holder's United States federal income tax, which may entitle the holder to a refund, provided that the holder timely provides the required information to the IRS.

Reporting Obligations for Specified Foreign Financial Assets

        United States Holders who are individuals (and certain entities) are required to report on IRS Form 8938 specified foreign financial assets that they own if the aggregate value of those assets exceeds certain threshold amounts. Specified foreign financial assets may include securities of a foreign issuer such as the Units, amortizing notes, purchase contracts, and subordinate voting shares if not held through a financial account maintained at a United States "financial institution", as defined in the applicable rules. United States Holders should consult their own tax advisors as to the possible application of this reporting obligation under their particular circumstances.

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MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES

        In the opinion of Stikeman Elliott LLP, counsel to the Company, and Davies Ward Phillips & Vineberg LLP, counsel to the underwriters, the following summary describes the material Canadian federal income tax considerations pursuant to the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act") generally applicable to a holder that acquires, as beneficial owner, Units pursuant to this offering, and who, at all relevant times for purposes of the Tax Act: (i) in the case of an amortizing note so acquired, beneficially owns all payments thereunder, (ii) holds the purchase contracts and amortizing notes and will hold the subordinate voting shares issuable on the settlement of the purchase contracts (the purchase contracts, the amortizing notes and such subordinate voting shares are referred to herein collectively as the "Securities") as capital property, (iii) deals at arm's length with the Company and the underwriters, and (iv) is not affiliated with the Company or the underwriters (a "Holder"). Generally, the Securities will be considered to be capital property to a Holder provided the Holder does not hold the Securities in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

        This summary is based on the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly announced prior to the date hereof (the "Proposed Amendments"), and counsel's understanding of the current published administrative policies and practices of the Canada Revenue Agency (the "CRA"). This summary assumes that the Proposed Amendments will be enacted in the form proposed; however, no assurance can be given that the Proposed Amendments will be enacted in the form proposed, if at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account any changes in law, whether by legislative, governmental or judicial action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ from those discussed herein.

        This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations with respect to the income tax consequences to any Holder are made. Consequently, Holders and prospective holders of Units should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring Units pursuant to this offering, having regard to their particular circumstances. This summary does not address any tax considerations applicable to persons other than Holders and such persons should consult their own tax advisors regarding the tax consequences of an investment in Units.

Characterization of Units

        Although the issue is not entirely free from doubt, each Unit should be treated as being composed of two separate properties, namely, the purchase contract and the amortizing note, for the purposes of the Tax Act. By acquiring the Unit, you agree to treat the Unit as these two separate properties for purposes of the Tax Act. If, however, the components of a Unit were treated as a single property, the Canadian federal income tax consequences could differ from the consequences described below.

        Unless stated otherwise, the remainder of this discussion assumes that the characterization of the Units as two separate properties, namely, the purchase contract and the amortizing note, will be respected for Canadian federal income tax purposes.

Allocation of Cost

        A Holder who acquires Units will be required to allocate the purchase price paid for each Unit on a reasonable basis between the purchase contract and the amortizing note comprising each Unit in order to determine their respective costs to such Holder for the purposes of the Tax Act. For its purposes, the Company intends to allocate US$        of the offering price as consideration for the issue

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of each purchase contract, and US$        of the offering price as consideration for the issue of each amortizing note. Each holder of Units agrees to such allocation and this position will be binding upon each such holder (but not on the CRA).

        A Holder who disposes or is deemed to dispose of Units will be required to allocate the amount received or deemed to be received for each Unit on a reasonable basis between the purchase contract and the amortizing note forming part of each Unit in order to determine their respective proceeds of disposition to such Holder for the purposes of the Tax Act.

        The remainder of this discussion assumes that the allocation of the issue price of a Unit as between the purchase contract and the amortizing note that comprises the Unit represents the fair market value of each such property as at the date the Holder acquires such Unit pursuant to this offering. If the price paid by a Holder for an amortizing note or a purchase contract is not so considered to be the fair market value of the amortizing note or purchase contract, the Canadian federal income tax consequences could differ from the consequences described below. Holders should consult their own tax advisors in this regard.

Foreign Exchange

        For purposes of the Tax Act, all amounts expressed in a currency other than Canadian dollars relating to the acquisition, holding or disposition of Securities must be converted into Canadian dollars based on the applicable exchange rate quoted by the Bank of Canada for the relevant day or such other rate of exchange that is acceptable to the CRA.

Residents of Canada

        The following portion of the summary is applicable to a Holder that, at all relevant times and for the purposes of the Tax Act, is or is deemed to be resident in Canada (a "Resident Holder"). Certain Resident Holders that might not otherwise be considered to hold their amortizing notes or subordinate voting shares issued on the settlement of the purchase contracts as capital property may, in certain circumstances, be entitled to have their amortizing notes and subordinate voting shares and all other "Canadian securities" (as defined in the Tax Act) owned in the taxation year of the election and all subsequent taxation years deemed to be capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Purchase contracts are not "Canadian securities" for these purposes. Holders should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable having regard to their particular circumstances.

        This summary is not applicable to a Resident Holder: (i) that is a "financial institution" for the purposes of the "mark-to-market" rules contained in the Tax Act; (ii) that is a "specified financial institution"; (iii) an interest in which would be a "tax shelter investment"; (iv) who has elected to report its Canadian tax results in a currency other than Canadian currency, or (v) that enters into a "derivative forward agreement" in respect of the Securities, as each of those terms is defined in the Tax Act. This summary does not address the possible application of the "foreign affiliate dumping" rules that may be applicable to a Resident Holder that is a corporation resident in Canada (for the purposes of the Tax Act) and is, or becomes, or does not deal at arm's length with a corporation resident in Canada that is, or that becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the subordinate voting shares, controlled by a non-resident corporation, individual, trust or a group of any combination of non-resident individuals, trusts, and/or corporations who do not deal with each other at arm's length for purposes of the rules in section 212.3 of the Tax Act. Any such Resident Holder should consult its own tax advisor with respect to an investment in subordinate voting shares.

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Separation and Recreation of Units

        A Resident Holder will not be required to include any amount in income for purposes of the Tax Act by reason only of: (i) the separation of a Unit into its component purchase contract and amortizing note, or (ii) the combination of a purchase contract and an amortizing note to recreate a Unit. Furthermore, the Resident Holder's adjusted cost base of the purchase contract and amortizing note will not be affected by such separation or recreation.

Taxation of Interest on Amortizing Notes

        A Resident Holder of amortizing notes that is a corporation, partnership, unit trust or any trust of which a corporation or a partnership is a beneficiary will be required to include in computing its income for a taxation year any interest on the amortizing notes that accrues or is deemed to accrue to the Resident Holder to the end of the particular taxation year or that has become receivable by or is received by the Resident Holder before the end of that taxation year, except to the extent that such interest was included in computing the Resident Holder's income for a preceding taxation year.

        Any other Resident Holder, including an individual, will be required to include in computing its income for a taxation year all interest on the amortizing notes that is received or receivable by the Holder in that taxation year (depending upon the method regularly followed by the Resident Holder in computing income), except to the extent that the interest was included in the Resident Holder's income for a preceding taxation year. In addition, if at any time an amortizing note should become an "investment contract" (as defined in the Tax Act) in relation to a Resident Holder (other than a corporation, partnership, unit trust or any trust of which a corporation or a partnership is a beneficiary), such Resident Holder will be required to include in computing income for a taxation year any interest that accrues or is deemed to accrue to the Resident Holder on the amortizing note up to any "anniversary day" (as defined in the Tax Act) in that year to the extent such interest was not otherwise included in the Resident Holder's income for that year or a preceding year.

        A Resident Holder of amortizing notes that throughout the relevant taxation year is a "Canadian-controlled private corporation," as defined in the Tax Act, may be liable to pay a refundable tax on its "aggregate investment income," which is defined in the Tax Act to include interest income.

Original Issue Discount

        In the event the amortizing notes are issued at a discount from their face value (as may be the case if the portion of the stated amount of the Units that is allocated to the amortizing notes is less than the stated principal amount of the amortizing notes), the amortizing notes will be issued with original issue discount for Canadian federal income tax purposes and a Resident Holder may be required to include an additional amount in computing income, either in accordance with the deemed interest accrual rules contained in the Tax Act or in the taxation year in which the discount is received or receivable by the Resident Holder. Resident Holders should consult their own tax advisors in these circumstances, as the treatment of the discount may vary with the facts and circumstances giving rise to the discount.

Disposition of Amortizing Notes

        On a disposition or a deemed disposition of amortizing notes, a Resident Holder generally will be required to include in computing its income for the taxation year in which the disposition occurs the amount of interest accrued on the amortizing notes from the date of the last interest payment to the date of disposition, except to the extent that such interest has otherwise been included in computing the Resident Holder's income for that year or a preceding taxation year.

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        Any amount paid by the Company as a penalty or bonus because of early repayment of all or part of the principal amount of the amortizing note will be deemed to be received by the Resident Holder as interest on the amortizing note and will be required to be included in the Resident Holder's income as described above, to the extent such amount can reasonably be considered to relate to, and does not exceed the value at the time of payment of, interest that would otherwise have been payable on the amortizing note for periods ending after the payment of such amount.

        In general, a disposition or a deemed disposition of an amortizing note by a Resident Holder will give rise to a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any amount included in computing the Resident Holder's income as interest and any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of the amortizing note to the Resident Holder immediately before the disposition. See "Taxation of Capital Gains and Capital Losses" below.

Settlement of Purchase Contracts

        Subject to the "derivative forward agreement" rules in the Tax Act (the "DFA Rules") discussed below, the settlement of a purchase contract by delivery of subordinate voting shares to a Resident Holder will not constitute a disposition of that purchase contract and, accordingly, a Resident Holder will not realize a gain or loss on such settlement.

        Generally, a "derivative forward agreement" is an agreement entered into by a taxpayer to purchase or sell a capital property where the term of the agreement exceeds 180 days and, in the case of a purchase agreement, the difference between the fair market value of the property delivered on settlement, including partial settlement, of the agreement and the amount paid for the property is attributable, in whole or in part to an underlying interest, including a value, price, rate, variable, index, event, probability or thing. The DFA Rules will not apply, in such a case, where the change in the fair market value of the property on settlement and the amount paid for the property is solely attributable to a change in the fair market value of the property over the term of the agreement.

        If the fair market value of the subordinate voting shares delivered on settlement of the purchase contract is determined solely by reference to a change in the fair market value of the subordinate voting shares over the term of the agreement, the DFA Rules should not apply to the settlement of the purchase agreement. However, the application of the DFA Rules to the purchase contract are subject to significant uncertainty, and the Canada Revenue Agency may take the position that the DFA Rules apply to include all or a portion of the amount by which the fair market value of the subordinate voting shares received under the purchase contract exceeds the purchase price of the purchase contract. Generally speaking, if the DFA rules were to apply to the settlement of a purchase contract, counsel is of the view that the Resident Holder's income inclusion under the DFA Rules should not exceed the aggregate amount of the principal payments that have been or could be received by the Resident Holder from the Company under the amortizing note. Resident Holders should therefore consult their own tax advisors regarding the application of the DFA rules in their particular circumstances.

        The aggregate cost to a Resident Holder of the subordinate voting shares acquired on the settlement of a purchase contract generally will be equal to the Resident Holder's adjusted cost base of the purchase contract immediately before the settlement, plus any amount included in the Resident Holder's income pursuant to the DFA Rules as described above.

        Based on the administrative practice of the CRA in analogous circumstances, when a Resident Holder receives a de minimis amount of cash in lieu of a fractional subordinate voting share, the Resident Holder should be considered to have disposed of that fractional subordinate voting share for proceeds of disposition equal to such cash unless such Resident Holder instead reduces the cost of the subordinate voting shares acquired on the settlement of the purchase contract by the amount of such cash.

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Disposition of Purchase Contracts

        A disposition or deemed disposition of a purchase contract (including on the disposition of a Unit) generally will result in the Resident Holder realizing a capital gain (or capital loss) to the extent the proceeds of disposition are greater (or less) that the aggregate of the Resident Holder's adjusted cost base of the purchase contract and any reasonable costs related to the disposition. The tax treatment of capital gains and capital losses is discussed below under the heading "Taxation of Capital Gains and Capital Losses."

Receipt of Dividends on Subordinate Voting Shares

        In the case of a Resident Holder who is an individual (other than certain trusts), dividends received or deemed to be received on the subordinate voting shares will be included in computing the Resident Holder's income and will be subject to the gross-up and dividend tax credit rules that apply to taxable dividends received from taxable Canadian corporations. Provided that appropriate designations are made by the Company, such dividend will be treated as an "eligible dividend" for the purposes of the Tax Act and a Resident Holder who is an individual will be entitled to an enhanced dividend tax credit in respect of such dividend. There may be limitations on the Company's ability to designate dividends as eligible dividends.

        Dividends received or deemed to be received on the subordinate voting shares by a Resident Holder that is a corporation will be required to be included in computing the corporation's income for the taxation year in which such dividends are received, but such dividends will generally be deductible in computing the corporation's taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

        A Resident Holder that is a "private corporation" or a "subject corporation" (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received or deemed to be received on the subordinate voting shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income for the taxation year. Dividends received by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

Disposition of Subordinate Voting Shares

        A disposition or deemed disposition of a subordinate voting share by a Resident Holder will generally result in the Resident Holder realizing a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the subordinate voting share, net of any reasonable costs of disposition, are greater (or less) than the Resident Holder's adjusted cost base of the subordinate voting share. Such capital gain (or capital loss) will be subject to the tax treatment described below under "Taxation of Capital Gains and Capital Losses".

Taxation of Capital Gains and Capital Losses

        Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder in a taxation year must be included in computing the Resident Holder's income for the year, and one-half of any capital loss (an "allowable capital loss") realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any

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subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

        The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a subordinate voting share may be reduced by the amount of any dividends received or deemed to have been received on such subordinate voting share (or on a share for which such subordinate voting share has been substituted) to the extent and under the circumstances described in the Tax Act. Analogous rules apply to a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders should consult their own tax advisors in this regard.

        Taxable capital gains realized by a Resident Holder who is an individual (including certain trusts) may give rise to liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act. A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax on certain investment income, including taxable capital gains.

Non-Residents of Canada

        The following portion of the summary is applicable to a Holder that, at all relevant times and for purposes of the Tax Act (i) is not resident or deemed to be resident in Canada; (ii) does not use or hold Securities in carrying on business in Canada; and (iii) deals at arm's length with any transferee resident (or deemed to be resident) in Canada to which the Holder disposes of Units or separate amortizing notes (a "Non-Resident Holder"). Special rules which are not discussed in this summary may apply to a Non-Resident Holder that is an insurer which carries on an insurance business in Canada and elsewhere. The following summary assumes that no interest paid on the amortizing notes will be in respect of a debt or other obligation to pay an amount to a person with which the Company does not deal at arm's length within the meaning of the Tax Act.

        The following portion of this summary is not applicable to a Non-Resident Holder (and, where such Non-Resident Holder is a partnership, the partnership and each person who has a direct or indirect interest in the partnership) that is at any time a "specified shareholder" (as defined in subsection 18(5) of the Tax Act) of the Company or that at any time does not deal at arm's length for purposes of the Tax Act with a "specified shareholder" of the Company. Generally, for this purpose, a "specified shareholder" is a person that owns, has a right to acquire or is otherwise deemed to own, either alone or together with persons with whom such person does not deal at arm's length for purposes of the Tax Act, shares of the Company's capital stock that either (i) give the holders of such shares 25% or more of the votes that could be cast at an annual meeting of the shareholders or (ii) have a fair market value of 25% or more of the fair market value of all of the issued and outstanding shares of the Company's capital stock. Non-Resident Holders in such situations should consult and rely upon their own tax advisors.

Separation and Recreation of Units

        A Non-Resident Holder will not be required to include any amount in income for purposes of the Tax Act by reason only of: (i) the separation of a Unit into its component purchase contract and amortizing note, or (ii) the combination of a purchase contract and an amortizing note to recreate a Unit. The Non-Resident Holder's adjusted cost base of the purchase contract and amortizing note will not be affected by such separation or recreation.

Taxation of Amortizing Notes

        Amounts paid or credited, or deemed to be paid or credited, as, on account or in lieu of payment of, or in satisfaction of, the principal of the amortizing notes or as premium, discount or interest on the

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amortizing notes by the Company to a Non-Resident Holder, and proceeds received by a Non-Resident Holder on a disposition or deemed disposition of an amortizing note will not be subject to Canadian withholding tax. No other taxes on income (including taxable capital gains) will be payable under the Tax Act by a Non-Resident Holder in respect of the ownership or disposition of an amortizing note.

Settlement of Purchase Contracts

        The settlement of a purchase contract by delivery of subordinate voting shares to a Non-Resident Holder should not be a taxable event for Canadian income tax purposes.

        Based on the administrative practice of the CRA in analogous circumstances, when a Non-Resident Holder receives a de minimis amount of cash in lieu of a fractional subordinate voting share, the Non-Resident Holder should be considered to have disposed of that fractional subordinate voting share for proceeds of disposition equal to such cash unless such Non-Resident Holder instead reduces the cost of the subordinate voting shares acquired on the settlement of the purchase contract by the amount of such cash.

Receipt of Dividends on Subordinate Voting Shares

        Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder by the Company on subordinate voting shares are subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend unless such rate is reduced by the terms of an applicable tax treaty. For example, under the current Canada-United States Income Tax Convention (the "Treaty"), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is a resident of the United States for purposes of the Treaty and who is fully entitled to the benefits of the Treaty (a "U.S. Holder") is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a corporation that beneficially owns at least 10% of the Company's voting shares). Non-Resident Holders should consult their own tax advisors to determine their entitlement to relief under any applicable income tax treaty.

Disposition of the Purchase Contracts or Subordinate Voting Shares

        A Non-Resident Holder will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a purchase contract or subordinate voting share unless the purchase contract or subordinate voting share, as the case may be, constitutes "taxable Canadian property" to the Non-Resident Holder for purposes of the Tax Act and the Non-Resident Holder is not entitled to relief under the terms of an applicable tax treaty between Canada and the Non-Resident Holder's jurisdiction of residence. A purchase contract will only be taxable Canadian property to a Non-Resident Holder if the subordinate voting shares, or any other property, to be issued or delivered on settlement of the purchase contract would be taxable Canadian property to the Non-Resident Holder.

        Provided the subordinate voting shares are listed on a "designated stock exchange", as defined in the Tax Act (which currently includes the TSX and the NYSE) at the time of disposition, the subordinate voting shares will generally not constitute taxable Canadian property of a Non-Resident Holder at that time unless, at any time during the 60-month period immediately preceding the disposition, the following two conditions are satisfied: (i) (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length for purposes of the Tax Act, (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, or (d) any combination of the persons and partnerships described in (a) through (c), owned 25% or more of the issued shares of any class or series of shares of the Company, and (ii) more than 50% of the fair market value of the subordinate voting shares was derived directly or indirectly from one or any combination of: real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act), and options in respect of, or interests in or for civil law rights in, such properties. Notwithstanding the foregoing, subordinate voting shares may also be deemed to be taxable Canadian property to a Non-Resident Holder under other provisions of the Tax Act.

        Non-Resident Holders who may hold purchase contracts or subordinate voting shares as taxable Canadian property should consult their own tax advisors.

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BOOK-ENTRY PROCEDURES AND SETTLEMENT

        The Units, the separate purchase contracts and the separate amortizing notes will initially be issued under a book-entry system in the form of global securities. We will register the global securities in the name of The Depository Trust Company, New York, New York, or DTC, or its nominee and will deposit the global securities with that depositary.

        Following the issuance of a global security in registered form, the depositary will credit the accounts of its participants with the Units, the separate purchase contracts and the separate amortizing notes, as the case may be, upon our instructions. Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests in the global securities. Because the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge beneficial interests in a global security.

        So long as the depositary or its nominee is the registered owner of a global security, we, the trustees and the purchase contract agent will treat the depositary as the sole owner or holder of the Units, the separate purchase contracts and the separate amortizing notes, as the case may be. Therefore, except as set forth below, you will not be entitled to have Units, separate purchase contracts or separate amortizing notes registered in your name or to receive physical delivery of certificates representing the Units, the separate purchase contracts or the separate amortizing notes. Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your beneficial interest in order to exercise any rights of a holder under the indenture or the purchase contract agreement, as the case may be. We understand that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any action that a holder is entitled to take.

        As long as the separate amortizing notes are represented by the global securities, we will pay installments on those separate amortizing notes to or as directed by DTC as the registered holder of the global securities. Payments to DTC will be in immediately available funds by wire transfer. DTC will credit the relevant accounts of their participants on the applicable date. Neither we nor the trustees will be responsible for making any payments to participants or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and you will have to rely on the procedures of the depositary and its participants.

Settlement

        Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System.

Definitive Securities and Paying Agents

        Book-entry securities represented by a global security will be exchanged for definitive (paper) securities only if:

•

the depositary is at any time unwilling or unable to continue as depositary for such security or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days; or

•

an event of default with respect to the amortizing notes, or any failure on the part of us to observe or perform any covenant or agreement in the purchase contracts, has occurred and is continuing and a beneficial owner requests that its amortizing notes and/or purchase contracts, as the case may be, be issued in physical, certificated form.

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        The global security will be exchangeable in whole for definitive securities in registered form, with the same terms and of an equal aggregate principal amount. Definitive Units, separate purchase contracts or separate amortizing notes, as the case may be, will be registered in the name or names of the person or persons specified by the depositary in a written instruction to the registrar of the securities. The depositary may base its written instruction upon directions it receives from its participants.

        If any of the events described above occurs, then the beneficial owners will be notified through the chain of intermediaries that definitive securities are available and notice will be published as described below under "—Notices". Beneficial owners of book-entry Units, separate purchase contracts or separate amortizing notes, as the case may be, will then be entitled (1) to receive physical delivery in certificated form of definitive Units, separate purchase contracts or separate amortizing notes, as the case may be, equal in aggregate amount of Units, separate purchase contracts or separate amortizing notes, as the case may be, to their beneficial interest and (2) to have the definitive securities registered in their names. Thereafter, the holders of the definitive Units, separate purchase contracts and separate amortizing notes, as the case may be, will be recognized as the "holders" of the Units, separate amortizing notes and separate purchase contracts for purposes of the purchase contract agreement and indenture, respectively.

        Each of the purchase contract agreement and indenture provides for the replacement of a mutilated, lost, stolen or destroyed definitive security, so long as the applicant furnishes to us and the trustee such security or indemnity and such evidence of ownership as we and it may require.

        In the event definitive separate amortizing notes are issued, the holders thereof will be able to receive installment payments at the office of our paying agent. The final installment payment of a definitive separate amortizing note may be made only against surrender of the separate amortizing note to one of our paying agents. We also have the option of making installment payments by mailing checks to the registered holders of the separate certificated amortizing notes.

        In the event definitive Units, separate purchase contracts or separate amortizing notes are issued, the holders thereof will be able to transfer their securities, in whole or in part, by surrendering such securities for registration of transfer at the office specified in the purchase contract agreement or the indenture, as applicable. A form of such instrument of transfer will be obtainable at the relevant office. Upon surrender, we will execute, and the purchase contract agent and the trustee will authenticate and deliver, new Units, separate purchase contracts or separate amortizing notes, as the case may be, to the designated transferee in the amount being transferred, and a new security for any amount not being transferred will be issued to the transferor. Such new securities will be delivered free of charge at the relevant office, as requested by the owner of such new Units, separate purchase contracts or separate amortizing notes. We will not charge any fee for the registration of transfer or exchange, except that we may require the payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with the transfer.

Notices

        So long as the global securities are held on behalf of DTC or any other clearing system, notices to holders of securities represented by a beneficial interest in the global securities may be given by delivery of the relevant notice to DTC or the alternative clearing system, as the case may be. So long as the amortizing notes are in the form of global securities, any notice will be deemed to have been given on the date given to DTC or the alternative clearing system, as the case may be.

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UNDERWRITING (CONFLICTS OF INTEREST)

        We and the underwriters named below have entered into an underwriting agreement with respect to the Units being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of Units indicated in the following table.                        are the representatives of the underwriters.

Underwriters	Number of Units
J.P. Morgan Securities LLC
BMO Nesbitt Burns Inc.(1)
Goldman Sachs & Co. LLC
RBC Dominion Securities Inc.(2)
Scotia Capital Inc.(3)
Barclays Capital Canada Inc.(4)
BC Partners Securities LLC(5)
Raymond James Ltd.(6)
Stifel, Nicolaus & Company, Incorporated(7)
TD Securities Inc.(8)
BofA Securities, Inc.(9)
CIBC World Markets Inc.(10)
HSBC Securities (Canada) Inc.
National Bank Financial Inc.
Total		14,000,000

(1)

Any sales by BMO Nesbitt Burns Inc. of the Units in the United States or to U.S. persons will be completed through BMO Capital Markets Corp., its affiliate registered with the SEC as a broker-dealer.

(2)

Any sales by RBC Dominion Securities Inc. of the Units in the United States or to U.S. persons will be completed through RBC Capital Markets, LLC, its affiliate registered with the SEC as a broker-dealer.

(3)

Any sales by Scotia Capital Inc. of the Units in the United States or to U.S. persons will be completed through Scotia Capital (USA) Inc., its affiliate registered with the SEC as a broker-dealer.

(4)

Any sales by Barclays Capital Canada Inc. of the Units in the United States or to U.S. persons will be completed through Barclays Capital Inc., its affiliate registered with the SEC as a broker-dealer.

(5)

BC Partners Securities LLC is not registered as an investment dealer in any Canadian jurisdiction and, accordingly, will only sell the Units into the United States. BC Partners Securities LLC is an affiliate of BC Partners, which is one of our principal shareholders. See "Principal and Selling Shareholders".

(6)

Any sales by Raymond James Ltd. of the Units in the United States or to U.S. persons will be completed through Raymond James & Associates, Inc., its affiliate registered with the SEC as a broker-dealer.

(7)

Stifel, Nicolaus & Company, Incorporated is not registered as an investment dealer in any Canadian jurisdiction and, accordingly, will only sell the Units into the United States.

(8)

Any sales by TD Securities Inc. of the Units in the United States or to U.S. persons will be completed through TD Securities (USA) LLC, its affiliate registered with the SEC as a broker-dealer.

(9)

Any sales by BofA Securities, Inc. of the Units in Canada or to Canadian persons will be completed through Merrill Lynch Canada Inc., its Canadian investment dealer affiliate.

(10)

Any sales by CIBC World Markets Inc. of the Units in the United States or to U.S. persons will be completed through CIBC World Markets Corp., its affiliate registered with the SEC as a broker-dealer.

        This offering is being made concurrently in the United States and in each of the provinces and territories of Canada. The Units will be offered in the United States through those underwriters who are registered to offer the Units for the sale in the United States and such other registered dealers as

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may be designated by the underwriters. The Units will be offered in each of the provinces and territories of Canada through those underwriters or their Canadian affiliates who are registered to offer the Units for sale in such provinces and territories and such other registered dealers as may be designated by the underwriters. Subject to applicable law, the underwriters, or such other registered dealers as may be designated by the underwriters, may offer the Units outside of the United States and Canada.

        The obligations of the underwriters under the underwriting agreement may be terminated at their discretion based on their assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The underwriters, however, are obligated to take and pay for all of the Units being offered, if any are taken, other than the Units covered by the option described below unless and until this option is exercised. The underwriting agreement also provides that if an underwriter defaults, the purchase obligation of non-defaulting underwriters may be increased or the offering may be terminated.

        We have granted the underwriters an option to purchase, within 13 days beginning on, and including, the date of the initial issuance of the Units, up to an additional 2,100,000 Units at the price to public less the underwriting discount. If any Units are purchased pursuant to this option, the underwriters will severally purchase Units in approximately the same proportion as set forth in the table above.

        The following table shows the per Unit and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase 2,100,000 additional Units.

Paid by us	No Exercise	Full Exercise
Per Unit	US$	US$
Total	US$	US$

        Units sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. After the initial offering of the Units, the underwriters may change the offering price and the other selling terms. The offering of the Units by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

        We, our executive officers, directors, and certain of our shareholders, have agreed with the underwriters, subject to certain exceptions, not to offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition), any of their subordinate voting shares or multiple voting shares or securities convertible into or exchangeable for subordinate voting shares or multiple voting shares during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of the Releasing Representatives. Our obligations under this agreement do not apply to any existing employee benefit plans, the subordinate voting shares to be sold in the Concurrent Offering or the Units to be sold by this prospectus and any subordinate voting shares issued pursuant to the terms of the purchase contracts. Moreover, the Company may issue up to 10% of its total outstanding shares as of the closing date of the Concurrent Offering in connection with future acquisitions, joint ventures or other strategic transactions. In addition, this agreement does not apply to the pledge or hypothecation, or other granting of a security interest in, subordinate voting shares or multiple voting shares by the Margin Loan Borrowers to one or more banks or financial institutions as collateral or security pursuant to the Margin Loans; provided that such Margin Loans shall not permit the lenders, during such 180-day period, to foreclose or otherwise transfer such lock-up shares or related securities provided as collateral or security absent a waiver of the restriction of the

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lock-up agreement. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

        Prior to this offering and the Concurrent Offering, there has been no public market for the Units or our subordinate voting shares.

        Our subordinate voting shares have been approved for listing on the NYSE in the United States and conditionally approved for listing on the TSX under the symbol "GFL". Listing will be subject to us fulfilling all the listing requirements of the TSX. In addition, we have applied to list the Units on the NYSE under the symbol "GFLU", subject to satisfaction of minimum listing standards with respect to the Units. However, we cannot assure you that the Units will be approved for listing. If approved for listing, we expect trading on the NYSE to begin on the day the Units are first issued. The subordinate voting shares deliverable upon settlement of all purchase contracts are also expected to be listed on NYSE and we intend to apply to list the subordinate voting shares deliverable upon settlement of all purchase contracts on the TSX. We will not initially apply to list the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system, but we may apply to list such separate purchase contracts and separate amortizing notes in the future as described herein.

        In connection with the offering, the underwriters may purchase and sell Units in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of Units than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A "covered short position" is a short position that is not greater than the amount of additional Units for which the underwriters' option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional Units or purchasing Units in the open market. In determining the source of Units to cover the covered short position, the underwriters will consider, among other things, the price of Units available for purchase in the open market as compared to the price at which they may purchase additional Units pursuant to the option described above. "Naked" short sales are any short sales that create a short position greater than the amount of additional Units for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing Units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the subordinate voting shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of subordinate voting shares made by the underwriters in the open market prior to the completion of the offering.

        Any naked short position would form part of the underwriters' over-allocation position and a purchaser who acquires Units forming part of the underwriters' over-allocation position acquires such Units under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the underwriters' option to purchase additional Units or secondary market purchases.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased Units sold by or for the account of such underwriter in stabilizing or short covering transactions.

        In accordance with rules and policy statements of certain Canadian securities regulatory authorities and the Universal Market Integrity Rules for Canadian Marketplaces ("UMIR"), the underwriters may not, at any time during the period of distribution, bid for or purchase Units. The foregoing restriction is, however, subject to exceptions as permitted by such rules and policy statements and UMIR. These exceptions include a bid or purchase permitted under such rules and policy statements and UMIR,

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relating to market stabilization and market balancing activities and a bid or purchase on behalf of a customer where the order was not solicited.

        Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our Units, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Units. As a result, the price of the Units may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, TSX, in the over-the-counter market or otherwise.

        Certain of the underwriters are not U.S.-registered broker-dealers and, therefore, to the extent that they intend to effect any sales of the securities in the United States, they will do so through one or more U.S. registered broker-dealers, which may be affiliates of such underwriters, in accordance with the applicable U.S. securities laws and regulations.

        We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Conflicts of Interest

        Our affiliate, BC Partners Securities LLC, will be one of the underwriters in this offering. Because BC Partners Securities LLC is an affiliate of ours and is an underwriter for this offering, it would be deemed to have a "conflict of interest" with us pursuant to FINRA Rule 5121(f)(5) with respect to this offering. Therefore, this offering will be conducted in compliance with the applicable requirements of FINRA Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering as the member that will be primarily responsible for managing the public offering will not have a conflict of interest, will not be an affiliate of any member that has a conflict of interest and will meet the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. BC Partners Securities LLC will not confirm initial sales to any discretionary accounts over which it has authority without the prior specific written approval of the customer.

Other Relationships Between Us and Certain Underwriters

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

        In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

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        Affiliates of J.P. Morgan Securities Canada Inc., BMO Nesbitt Burns Inc., Goldman Sachs Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Barclays Capital Canada Inc., Raymond James Ltd., TD Securities Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc. and National Bank Financial Inc. are our lenders under either or both of our Term Facility and Revolving Credit Facility or are counter-party to one or more hedging arrangements with us. In addition, affiliates of Scotia Capital Inc. hold approximately US$6.2 million aggregate principal amount of the 2023 Notes and 2027 Notes. Consequently, we may be considered a "connected issuer" of each of J.P. Morgan Securities Canada Inc., BMO Nesbitt Burns Inc., Goldman Sachs Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Barclays Capital Canada Inc., Raymond James Ltd., TD Securities Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc. and National Bank Financial Inc. under applicable Canadian securities laws in connection with the offering. As of the date of this prospectus, the outstanding amounts under the Term Facility and the Revolving Credit Facility are set out in the "Description of Material Indebtedness" section of this prospectus. We are currently in compliance with the terms of our Term Facility, Revolving Credit Facility and hedging arrangements and no breach thereof has been waived by any of the lenders thereunder. We intend to use the net proceeds received by us from this offering and the Concurrent Offering to redeem the entire outstanding aggregate principal amount of the 2022 Notes and the 2023 Notes and a portion of the aggregate principal amount of the 2026 Notes and 2027 Notes together with related fees, premiums and accrued and unpaid interest thereon. See "Use of Proceeds".

        Affiliates of each of BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. are expected to commit to provide, immediately prior to the completion of the offering, the Margin Loans in an aggregate principal amount totaling the sum of approximately $617.6 million and the CAD equivalent of approximately US$352.9 million as of the funding date to the Margin Loan Borrowers. The proceeds of each Margin Loan will be used to acquire additional shares of Holdings or to make a loan to Holdings, in each case as described under "Description of Share Capital—Pre-Closing Capital Changes," such that Holdings may use the proceeds to redeem the PIK Notes in full. Each Margin Loan will be secured under a security and pledge agreement by a pledge of all of the shares held by the relevant Margin Loan Borrower, including those acquired with the proceeds from the Margin Loans (other than those sold by the selling shareholder in the Concurrent Offering), representing, in aggregate, 224,151,917 subordinate voting shares and 11,892,576 multiple voting shares (72.6% of the number of subordinate voting shares expected to be issued and outstanding upon completion of the offering) and all of the issued and outstanding multiple voting shares. Each Margin Loan will have a scheduled maturity of                , 2023. The lenders are expected to receive customary fees and expense reimbursements in connection with the Margin Loans. Notwithstanding the pledge of all of the multiple voting shares beneficially owned by the Dovigi Group pursuant to the pledge agreement, the Dovigi Group will retain all economic and voting rights in respect of the multiple voting shares. An enforcement of their security interest in the multiple voting shares by a Margin Loan lender will result in the automatic conversion of the multiple voting shares subject to such enforcement into subordinate voting shares. See "Description of Share Capital".

        If the Margin Loans are executed, in the case of nonpayment at maturity or another event of default (including but not limited to the Margin Loan Borrowers' inability to satisfy a margin call, which must be instituted by the lenders following certain declines in our share price), the lenders may, in addition to other remedies, exercise their rights under the Margin Loans to foreclose on and sell or cause the sale of the subordinate voting shares and multiple voting shares pledged by the Margin Loan Borrowers under the Margin Loans.

        The financial terms of the Margin Loan agreements described above are being negotiated on an arm's-length basis by the Margin Loan Borrowers and the lenders under the Margin Loans. We will not be party to the Margin Loan agreements or the related security and pledge agreements, but we expect to deliver letter agreements to each of the lenders in which we will, among other things, agree not to

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take any actions that are intended to hinder or delay the exercise of any remedies by the lenders under the terms of the Margin Loan agreements.

        The lock-up agreement between the underwriters and the Margin Loan Borrowers will include an exception to allow for the pledge of subordinate voting shares (including subordinate voting shares issuable upon the conversion of the multiple voting shares) by the Margin Loan Borrowers to the lenders under the Margin Loan agreements; provided that the lenders have agreed not to foreclose on or cause the sale of the pledged shares during the 180 days following the date of the final prospectus relating to this offering absent a waiver of the restriction in the lock-up agreement.

        FINRA deems the subordinate voting shares acquired by BC Partners with the proceeds from its Margin Loan to be underwriter compensation.

        The determination of the terms and conditions of the offering were made through negotiations between us and the representatives without the involvement of the lenders or counter-parties, although the lenders and counter-parties have been advised of the offering. The representatives will derive no direct benefit from the offering other than their respective share of the fees disclosed in this prospectus.

Selling Restrictions

        Other than in the United States and each of the Canadian provinces and territories, no action has been taken by us or the underwriters that would permit a public offering of the Units offered by this prospectus in any jurisdiction where action for that purpose is required. The Units offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such Units be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Units offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area and the United Kingdom

        In relation to each Member State of the European Economic Area and the United Kingdom (each a "Relevant State"), no Units have been offered or will be offered pursuant to this offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Units which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of Units may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

•

to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

•

to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

•

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

        provided that no such offer of Units shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any Units or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a "qualified investor" within the meaning of Article 2(e) of the

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Prospectus Regulation. In the case of any Units being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the Units acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Units to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.

        For the purposes of this provision, the expression an "offer to the public" in relation to Units in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Units to be offered so as to enable an investor to decide to purchase or subscribe for any Units, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

United Kingdom

        In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons") or otherwise in circumstances which have not resulted and will not result in an offer to the public of the Units in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

        Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Switzerland

        The Units may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Units or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, us, the Units have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Units will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of Units has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Units.

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Australia

        This prospectus:

•

does not constitute a disclosure document under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act");

•

has not been, and will not be, lodged with the Australian Securities and Investments Commission ("ASIC"), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act; and

•

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

        The Units may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the Units may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any Units may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the Units, you represent and warrant to us that you are an Exempt Investor.

        As any offer of Units under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the Units you undertake to us that you will not, for a period of 12 months from the date of issue of the Units, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Hong Kong

        The Units have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the Units has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Units which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

        This prospectus has not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Japan

        The Units have not been and will not be registered under the Financial Instruments and Exchange Act. Accordingly, the Units may not be offered or sold, directly or indirectly, in Japan or to, or for the

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benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Units may not be circulated or distributed, nor may the Units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the Units are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or,

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor;

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the subordinate voting shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

•

where no consideration is or will be given for the transfer;

•

where the transfer is by operation of law;

•

as specified in Section 276(7) of the SFA; or,

•

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

        Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Units are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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CERTAIN ERISA CONSIDERATIONS

        The following is a summary of certain considerations associated with the purchase and holding of the Units, the subordinate voting shares issuable upon settlement of the purchase contracts and the amortizing notes by (i) employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), and (iii) entities which are deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements (each of the foregoing described in clauses (i), (ii), and (iii) being referred to herein as a "Plan").

General fiduciary matters

        ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (a "Covered Plan") and prohibit certain transactions involving the assets of a Covered Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such a Covered Plan or the management or disposition of the assets of such a Covered Plan, or who renders investment advice for a fee or other compensation to such a Covered Plan, is generally considered to be a fiduciary of the Covered Plan.

        In considering an investment in the Units, the subordinate voting shares issuable upon settlement of the purchase contracts and/or amortizing notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited transaction issues

        Section 406 of ERISA and Section 4975 of the Code prohibit Covered Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest", within the meaning of ERISA, or "disqualified persons", within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the Covered Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

        The acquisition, holding and/or disposition of the Units, the subordinate voting shares issuable upon settlement of the purchase contracts or the amortizing notes by a Covered Plan with respect to which we or an underwriter or any of our or their respective affiliates is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions (each, a "PTCE") that may apply to the acquisition and holding of the Units, the subordinate voting shares issuable upon settlement of the purchase contracts or the amortizing notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance

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company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provides relief from certain prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code for certain transactions between a Covered Plan and a person who is a party in interest or disqualified person solely as a result of providing services to such Covered Plan or a relationship to such a service provider, provided that neither the person transacting with the Covered Plan nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Covered Plan involved in the transaction and provided, further, that the Covered Plan pays no more than, and receives no less than, adequate consideration in connection with the transaction. Each of the above-noted exemptions contains conditions and limitations on its application. Fiduciaries of Covered Plans considering acquiring holding the Units, the subordinate voting shares issuable upon settlement of the purchase contracts or the amortizing notes in reliance on these or any other exemption should carefully review the exemption in consultation with counsel to assure it is applicable. There can be no assurance that all of the conditions of any of the foregoing exemptions or any other exemption will be satisfied.

        Government plans, foreign plans and certain church plans, while not subject to the fiduciary responsibility provisions of Title I of ERISA or the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, may nevertheless be subject to Similar Laws. Fiduciaries of such Plans should consult with their counsel before acquiring the Units, subordinate voting shares issuable upon settlement of the purchase contracts, amortizing notes or any interest therein.

        Because of the foregoing, neither the Units or their constituent parts may not be purchased or held by any person investing assets of any Plan, unless such purchase and holding will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Laws.

Representation

        Accordingly, by its acceptance of the Units, subordinate voting shares issued upon settlement of the purchase contracts or amortizing notes, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the Units, the subordinate voting shares upon settlement of the purchase contracts or amortizing notes, or any interest therein constitutes assets of any Plan or (ii) (1) the acquisition, holding and disposition of the Units, subordinate voting shares issuable upon settlement of the purchase contracts or amortizing notes by such purchaser or transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws and (2) acknowledge and agree that neither the issuer, underwriters or any of their respective affiliates is, or is undertaking to be, a fiduciary with respect to any Plan in connection with the Plan's acquisition, holding or disposition of the Units, subordinate voting shares issuable upon settlement of the purchase contracts or amortizing notes, as applicable.

        The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing or holding the Units, subordinate voting shares issuable upon settlement of the purchase contracts or amortizing notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code or any Similar Law and whether an exemption would be required. Neither this discussion nor anything provided in this prospectus supplement is, or is intended to be, investment advice directed at any potential Plan purchasers, or at Plan purchasers generally, and such purchasers of the Units or any of its constituent parts should consult and rely on their own counsel and advisers as to whether such an investment is

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suitable for the Plan. The sale of any of the Units, subordinate voting shares issuable upon settlement of the purchase contracts or amortizing notes to any Plan is in no respect a representation by us, an Underwriter or any of our or their affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such investment is prudent or appropriate for plans generally or any particular Plan.

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LEGAL MATTERS

        The matters referred to under "Material United States Federal Income Tax Consequences to U.S. Holders", as well as certain other legal matters relating to the issue and sale of the Units, purchase contracts and amortizing notes, will be passed upon on our behalf by Simpson Thacher & Bartlett LLP and on behalf of the underwriters by Davis Polk & Wardwell LLP. Certain legal matters will be passed upon for us by Stikeman Elliott LLP. Certain legal matters will be passed upon for the underwriters by Davies Ward Phillips & Vineberg LLP. As at the date of this prospectus, the partners and associates of each of Stikeman Elliott LLP and Davies Ward Phillips & Vineberg LLP beneficially own, directly and indirectly, less than 1% of our outstanding securities or other property, or our affiliates.

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14,000,000                % Tangible Equity Units

GFL Environmental Inc.

PROSPECTUS

J.P. Morgan BMO
Capital Markets Goldman Sachs &
Co. LLC RBC
Capital Markets Scotiabank

Barclays BC Partners Raymond James Stifel TD Securities Inc.

BofA Securities CIBC Capital Markets HSBC National Bank Financial Inc.

                        , 2020

Through and including                        , 2020 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers.

        Section 136 of the OBCA authorizes a corporation to indemnify past and present directors and officers of the corporation and any other individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, and the corporation may advance moneys to such indemnified persons. The foregoing indemnification is prohibited under the OBCA unless (i) the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of any other entity for which the individual acted as a director or officer or in a similar capacity at the corporation's request and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

        Upon consummation of this offering, our Articles will provide that we shall indemnify directors and officers.

        Prior to the completion of this offering, we intend to enter into indemnity agreements with our directors and certain executive officers which provide, among other things, that we will indemnify each such individual to the fullest extent permitted by law and as permitted by the OBCA from and against all judgements, penalties, fines or settlements to which he or she may be liable, and expenses that he or she may actually and reasonably incur, as a result of his or her actions in the exercise of his or her duties as director or officer, provided that we shall not indemnify such individual if, among other things, he or she did not act honestly and in good faith with a view to our best interests and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

        We maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.

Item 7.    Recent Sales of Unregistered Securities.

        In Fiscal 2017, we issued US$350,000,000 aggregate principal amount of the 2022 Notes.

        In Fiscal 2018, we issued US$400,000,000 aggregate principal amount of the 2023 Notes and US$400,000,000 aggregate principal amount of the 2026 Notes.

        In Fiscal 2018, we issued the following shares:

•

100 Common Shares to the Investors for consideration of $1.00 per share;

•

1,919,349,331 Class A Non-Voting Shares, 730,684,357 Class B Non-Voting Shares, 451,029,966 Class H Non-Voting Shares, 114,570,382 Class C Non-Voting Shares and 157,644,909 Class F Non-Voting Shares, in the aggregate, to the Investors, in each case for consideration of $1.00 per share;

•

79,928,300 Class J Non-Voting Shares to each of 2015 Irrevocable Trust for Ven Poole and Descendants and 2015 Irrevocable Trust for Scott Poole and Descendants for consideration of $1.00 per share; and

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•

7,000,000 Class D Non-Voting Shares, 94,112,250 Class I shares and 24,033,400 Class J Shares to other investors in private transactions, in each case for consideration of $1.00 per share.

        In Fiscal 2018, we issued to employees options to acquire an aggregate of 143,604,290 Class E Non-Voting Shares at a strike price of $1.00 per share.

        In Fiscal 2018, we issued $500,000,000 aggregate principal amount and US$344,000,000 aggregate principal amount of the PIK Notes.

        In Fiscal 2019, we issued US$600,000,000 aggregate principal amount of the 2027 Notes.

        In Fiscal 2019, we issued 1,823,420 Class F Non-Voting Shares for consideration of $1.00 per share and we issued to employees options to acquire an aggregate of 1,400,000 shares at a strike price of $1.00 per share.

        In Fiscal 2019, we issued 57,653,200 Class J Non-Voting Shares in exchange for $61,141,219 aggregate principal amount of our PIK Notes, Series B, plus accrued and unpaid interest.

        In Fiscal 2019, we issued US$275,000,000 aggregate principal amount of the Additional 2026 Notes.

        In Fiscal 2019, we issued US$500,000,000 aggregate principal amount of the Secured Notes.

        On January 1, 2020, we issued 41,873,600 Class I Non-Voting shares to former shareholders of County Waste in exchange for consideration of $1.25 per share.

        On January 31, 2020, we issued 190,971,702 Class A Non-Voting Shares, 95,000,000 Class B Non-Voting Shares, 44,876,646 Class H Non-Voting Shares and 2,168,128 Class J Non-Voting Shares, in the aggregate, to certain of the Investors, in each case for consideration of $1.00 per share.

        On February 1, 2020, we issued 21,092,000 Class J Non-Voting Shares to former shareholders of American Waste in exchange for consideration of $1.25 per share.

        On February 4, 2020, we issued 15,905,436 Class J Non-Voting Shares in the aggregate, to certain of the Investors, in each case for consideration of $1.00 per share.

        On February 21, 2020, we issued 11,399,544 Class K Non-Voting Shares to certain of the Investors, in exchange for consideration of $1.00 per share.

        The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation S promulgated thereunder. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were placed upon the securities issued in these transactions.

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Item 8.    Exhibits and Financial Statement Schedules.

(a) Exhibit Index

1.1	*	Form of Underwriting Agreement relating to the Subordinate Voting Shares.
1.2		Form of Underwriting Agreement relating to the Units.
3.1	*	Form of Articles of Amalgamation of GFL Environmental Inc.
3.2		Form of By-law No. 1 of GFL Environmental Inc.
3.3	*	Form of Advance Notice By-law of GFL Environmental Inc.
3.4	*	Form of Forum Selection By-law of GFL Environmental Inc.
4.1	*	Indenture, dated as of May 12, 2017, among GFL Environmental Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee, relating to the 5.625% Senior Notes due 2022.
4.2	*	Indenture, dated as of February 26, 2018, among GFL Environmental Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee, relating to the 5.375% Senior Notes due 2023.
4.3	*	Indenture, dated as of May 14, 2018, among GFL Environmental Inc. (as successor to Hulk Finance Corp.), the guarantors party thereto and Computershare Trust Company, N.A., as trustee, relating to the 7.000% Senior Notes due 2026.
4.4	*	First Supplemental Indenture, dated as of May 31, 2018, among GFL Environmental Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee, relating to the 7.000% Senior Notes due 2026.
4.5	*	Fourth Supplemental Indenture, dated as of December 16, 2019, among GFL Environmental Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee, relating to the 7.000% Senior Notes due 2026.
4.6	*	Indenture, dated as of April 23, 2019, among GFL Environmental Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee, relating to the 8.500% Senior Notes due 2027.
4.7		Indenture, dated as of December 16, 2019, among GFL Environmental Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee and notes collateral agent, relating to the 5.125% Senior Secured Notes due 2026.
4.8		First Supplemental Indenture, dated as of December 30, 2019, among GFL Environmental Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee and notes collateral agent, relating to the 5.125% Senior Secured Notes due 2026.
4.9		Second Supplemental Indenture, dated as of February 19, 2020, among GFL Environmental Inc. 2020, GFL Environmental Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee and notes collateral agent, relating to the 5.125% Senior Secured Notes due 2026.
4.10	*	Form of Purchase Contract Agreement.
4.11	*	Form of Unit (included in Exhibit 4.10).
4.12	*	Form of Purchase Contract (included in Exhibit 4.10).
4.13		Form of Indenture relating to Senior Securities.
4.14	*	Form of Supplemental Indenture relating to the Amortizing Notes.
4.15	*	Form of Amortizing Note (included in Exhibit 4.14).

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5.1		Opinion of Stikeman Elliott LLP regarding validity of the subordinate voting shares registered.
5.2		Opinion of Stikeman Elliott LLP regarding validity of the Units registered.
5.3		Opinion of Simpson Thacher & Bartlett LLP regarding the validity of the Units registered.
10.1	*	Fifth Amended and Restated Credit Agreement, entered into as of February 26, 2019, among GFL Environmental Inc., each of GFL Environmental Inc.'s subsidiaries party thereto, Bank of Montreal, as administrative agent and the lenders and party thereto.
10.2	*	Term Loan Credit Agreement, entered into as of September 30, 2016, among GFL Environmental Inc., each of GFL Environmental Inc.'s subsidiaries party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto.
10.3	*	Amendment 1 to the Term Loan Credit Agreement, entered into as of May 31, 2018, among GFL Environmental Inc., each of GFL Environmental Inc.'s subsidiaries party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto.
10.4	*	Amendment 2 to Term Loan Credit Agreement, entered into as of November 14, 2018, among GFL Environmental Inc., each of GFL Environmental Inc.'s subsidiaries party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto.
10.5	*	GFL Environmental Inc. Omnibus Long-Term Incentive Plan.
10.6	*	Form of GFL Environmental Inc. Director DSU Plan.
10.7	*	Form of Coattail Agreement.
10.8	*	Form of Indemnification Agreement.
10.9	*	Form of Registration Rights Agreement.
10.10	*	Form of Investor Rights Agreement between Patrick Dovigi, Sejosa Holdings Inc., Josaud Holdings Inc., BC Partners Advisors L.P. and GFL Environmental Inc.
10.11	*	Form of Investor Rights Agreement between BCEC-GFL Holdings (Guernsey) L.P., BCEC-GFL Borrower (Cayman) LP and GFL Environmental Inc.
10.12	*	Form of Investor Rights Agreement between OTPP Environmental Services Trust and GFL Environmental Inc.
10.13	*	Form of Investor Rights Agreement between Magny Cours Investment Pte Ltd., GFL Borrower II (Cayman) LP and GFL Environmental Inc.
10.14	†	Employment Agreement between GFL Environmental Inc. and Patrick Dovigi.
10.15	*†	Employment Agreement between GFL Environmental Inc. and Lucas Pelosi.
10.16	*†	Employment Agreement between GFL Environmental Inc. and Mindy Gilbert.
10.17	*†	Employment Agreement between GFL Environmental Inc. and Elizabeth Joy Grahek.
10.18	*†	Employment Agreement between GFL Environmental Holdings (US) Inc. and Gregory Yorston.
21.1		Subsidiaries of the Registrant.
23.1		Consent of Deloitte LLP.
23.2		Consent of PricewaterhouseCoopers LLP.
23.3		Consent of PricewaterhouseCoopers LLP.
23.4		Consent of Stikeman Elliott LLP (included as part of Exhibit 5.1).
23.5		Consent of Stikeman Elliott LLP (included as part of Exhibit 5.2)

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23.6	*	Consent of Environmental Business International Inc.
23.7		Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.3)
24.1	*	Power of Attorney (included on signature pages to this Registration Statement).
25.1	*	Statement of Eligibility of U.S. Bank National Association, as Trustee, on Form T-1.
99.1	*	Request for Waiver and Representation under Item 8.A.4 of Form 20-F.

*

Previously filed.

**

To be filed by amendment.

†

Management contract or compensatory plan or arrangement.

(b) Financial Statement Schedule

        All schedules are omitted because the required information is either not present, not present in material amounts or presented within our audited consolidated financial statements included elsewhere in the prospectus filed as a part of this registration statement and are incorporated herein by reference.

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Item 9.    Undertakings

        The undersigned Registrant hereby undertakes:

(1)

That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.



(2)

That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.



(4)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Province of Ontario, Canada on the 25^th day of February, 2020.

GFL Environmental Holdings Inc.
By:	/s/ PATRICK DOVIGI
	Name:	Patrick Dovigi
	Title:	President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on February 25, 2020.

Signature	Title
/s/ PATRICK DOVIGI Patrick Dovigi	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ LUKE PELOSI Luke Pelosi	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ DINO CHIESA Dino Chiesa	Director
/s/ SHAHIR GUINDI Shahir Guindi	Director
/s/ ARUN NAYAR Arun Nayar	Director
/s/ PAOLO NOTARNICOLA Paolo Notarnicola	Director

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Signature	Title
/s/ VEN POOLE Ven Poole	Director
/s/ RAYMOND SVIDER Raymond Svider	Director
/s/ BLAKE SUMLER Blake Sumler	Director

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EX-1.2

Exhibit 1.2

GFL Environmental Inc.

14,000,000 [·]%
Tangible Equity Units

Underwriting Agreement

[·], 2020

J.P. Morgan Securities LLC

BMO Nesbitt Burns Inc.

Goldman Sachs & Co. LLC
RBC Dominion Securities Inc.

Scotia Capital Inc.

As Representatives of the several Underwriters,

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

c/o BMO Capital Markets

100 King Street West, 4th Floor

Toronto, ON M5X 1H3

c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282

c/o RBC Dominion Securities Inc.,
200 Bay Street, Suite 400, South Tower
Toronto, ON M5J 2W7

c/o Scotia Capital Inc.

40 King Street West

Toronto, Ontario, M5H 3Y2

Ladies and Gentlemen:

GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 14,000,000 [·]% tangible equity units of the Issuer (the “Units”). The aggregate of 14,000,000 Units to be sold by the Issuer is herein called the “Underwritten

Securities.” The Issuer also proposes to grant to the Underwriters an option to purchase up to 2,100,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 26 hereof.

Each Security has a stated amount of $50 and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Issuer will agree to automatically deliver on March 15, 2023 subject to any early settlement of such Purchase Contract pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as of the Closing Date (as defined herein), among the Issuer, U.S. Bank National Association, as purchase contract agent (the “Purchase Contract Agent”) and the Trustees (as defined below), a number of SV Shares (as defined below), determined pursuant to the terms of the Purchase Contract and the Purchase Contract Agreement and (2) a senior amortizing note with a final installment payment date of March 15, 2023 (each, an “Amortizing Note”) issued by the Issuer, each of which will have an initial principal amount of $[·] and will pay equal quarterly cash installments of $[·] (except for the first installment payment, which will be $[·]). All references herein to the Securities include references to the Purchase Contracts and Amortizing Notes, comprising the Units, unless the context otherwise requires. The Amortizing Notes will be issued pursuant to an indenture, dated as of [·], 2020 (the “Base Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “U.S. Trustee”), as supplemented by that certain supplemental indenture, among the Issuer, the U.S. Trustee and Computershare Trust Company of Canada (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”), to be dated as of the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Securities will be issued pursuant to the Purchase Contract Agreement and the Indenture. This Agreement, the Purchase Contract Agreement, the Base Indenture and the Supplemental Indenture are referred to herein as the “Transaction Documents.”

In connection with and prior to the closing of the offering, GFL Environmental Inc. will amalgamate with its parent company, GFL Environmental Holdings Inc. (“Holdings”) and will survive as GFL Environmental Inc. In connection with such amalgamation, the Issuer will, among other things, amend its share capital such that it will be composed of an unlimited number of subordinate voting shares, no par value (the “SV Shares”), an unlimited number of multiple voting shares and an unlimited number of preferred shares. In addition, all of the issued and outstanding shares of the amalgamating corporations will be exchanged for SV Shares and multiple voting shares of the Issuer.  These transactions are collectively referred to as the “IPO Conversion” for purposes of this Agreement. The Issuer intends to use the net proceeds received from the sale of the Securities to redeem outstanding notes, to pay related fees, premiums and accrued and unpaid interest on such notes and to repay certain other indebtedness (the “Debt Repayment”) of the Issuer, and if there are any remaining net proceeds, such amount will be allocated for general corporate purposes as contemplated in the Disclosure Package and the Prospectuses.

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For the purposes of this Agreement, the term “Transaction” means, collectively, the IPO Conversion, the offering of the SV Shares pursuant to an underwriting agreement dated as of the date hereof between the Issuer and certain investment banks (the “Concurrent Offering”), the offering of the Securities, including the issuance of the Securities, the Purchase Contracts and the Amortizing Notes, and the performance by the Issuer of its obligations under the Transaction Documents, including the issuance of the Issuable SV Shares (as defined below) upon the settlement of the Purchase Contracts in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement and the use of proceeds from the Concurrent Offering and the offering of the Securities, including the Debt Repayment, each as described herein and in the Disclosure Package and the Prospectuses.

Unless the context otherwise requires, references in this agreement to the “Issuer” shall, prior to the IPO Conversion, be deemed to include Holdings, and, following the IPO Conversion, shall mean the corporation surviving from the amalgamation described above.

1.Representations and Warranties of the Issuer. The Issuer represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

(a)The Issuer has prepared and filed with the Commission a registration statement (file number 333-232731) on Form F-1, including a related preliminary prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Issuer may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to you. The Issuer will file with the Commission a final prospectus in accordance with Rule 424(b). As filed, such final prospectus shall contain all information required by the Act, the Trust Indenture Act of 1939 (the “Trust Indenture Act”) and the rules thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest U.S. Preliminary Prospectus) as the Issuer has advised you, prior to the Execution Time, will be included or made therein.

(b)A preliminary base PREP prospectus, an amended and restated preliminary base PREP prospectus, and a final base PREP prospectus relating to the Securities, in each case in the English and French languages and, with respect to the final base PREP prospectus, omitting the PREP Information (as hereinafter defined) in accordance with National Instrument 41-101 — General Prospectus Requirements (“NI 41-101”) and the rules and procedures established pursuant to National Instrument 44-103 —Post Receipt Pricing (“NI 44-103”) for the pricing of securities after the final receipt for a prospectus has been obtained (the “PREP Procedures”), have been filed with the Ontario Securities Commission (the “OSC”) and with the securities commissions or other securities regulatory authorities (collectively with the OSC, the “Canadian Securities Commissions”) in each of the provinces and territories of Canada,

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(collectively, the “Canadian Qualifying Jurisdictions”) pursuant to the procedures provided for under Multilateral Instrument 11-102 — Passport System (“MI 11-102”) and National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the “Passport System”); the Issuer has obtained receipts under the Passport System (the “Preliminary Receipts”), issued by the OSC in its capacity as principal regulator, indicating the deemed receipt of each of the other Canadian Securities Commissions and evidencing the receipt of the OSC, in each case, in respect of such preliminary prospectuses, and a final receipt (the “Final Receipt”) under the Passport System, issued by the OSC in its capacity as principal regulator, indicating the deemed receipt of each of the other Canadian Securities Commissions and evidencing the receipt of the OSC, in each case, in respect of such final prospectus; no order having the effect of ceasing or suspending the distribution of the Securities has been issued by any Canadian Securities Commission and no proceeding for that purpose has been initiated or, to the Issuer’s knowledge (“Issuer’s knowledge” or “knowledge of the Issuer” means the knowledge of the Issuer and its Subsidiaries), threatened by any Canadian Securities Commission; the preliminary base PREP prospectus and the amended and restated preliminary base PREP prospectus, as further amended, in the English and French languages, are hereinafter collectively called the “Canadian Preliminary Prospectus” and the final base PREP prospectus, in the English and French languages, is hereinafter called the “Canadian Prospectus”; provided that, from and after the time the supplemented PREP prospectus (containing the PREP Information) is filed with the OSC in accordance with Section 6(a) hereof, any reference to the Canadian Prospectus herein shall be deemed to refer to the Canadian Prospectus as so supplemented; and the supplemented PREP prospectus in the English and French languages containing the PREP Information is hereinafter referred to as the “Canadian Supplemented Prospectus”; the information included in the Canadian Supplemented Prospectus that is omitted from the Canadian Prospectus and which is deemed under NI 44-103 to be incorporated by reference into the Canadian Prospectus as of the date of the Canadian Supplemented Prospectus is referred to as the “PREP Information”; the U.S. Prospectus and the Canadian Supplemented Prospectus are hereinafter collectively called the “Prospectuses”; as used herein, the terms “Registration Statement”, “U.S. Preliminary Prospectus”, “Canadian Preliminary Prospectus”, “Disclosure Package” and “Prospectuses” shall include the documents, if any, incorporated by reference therein, from time to time; for greater certainty, each of the Canadian Prospectus and the Canadian Supplemented Prospectus includes the template version (as defined in NI 41-101) of any marketing materials (as defined in NI 41-101) included or incorporated by reference therein.

(c)(i) On the Effective Date, the Registration Statement did, and when the U.S. Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the U.S. Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Trust Indenture Act and the rules thereunder; on the Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement

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date, the U.S. Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) at the time of filing thereof, the Canadian Preliminary Prospectus complied in all material respects with the requirements of Canadian Securities Laws (as hereinafter defined) and contained no misrepresentation (as that term is defined under applicable Canadian Securities Laws), and constituted full, true and plain disclosure of all material facts relating to the Issuer and its Subsidiaries (taken as a whole) and the Securities as required by Canadian Securities Laws; provided, however, that this representation and warranty shall not apply to any statements or omissions with respect to (i) the Statement of Eligibility of the Trustee on Form T-1 or (ii) made in reliance upon and in conformity with information furnished in writing to the Issuer by or on behalf of any Underwriter through the Representatives expressly for use therein, it being agreed and understood that the only such information furnished by any Underwriter consists of the information disclosed as such in Section 9(b) hereof.

(d)(i) The Disclosure Package and (ii) each electronic road show, when taken together as a whole with the Disclosure Package and the price to the public, the number of Underwritten Securities and the number of Option Securities to be included on the cover page of the U.S. Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectus complies and, as amended or supplemented (including for greater certainty, by the Canadian Supplemented Prospectus) will comply in all material respects with Canadian Securities Laws and when it was filed did not contain and, as amended, if applicable, will when filed not contain a misrepresentation (as that term is defined under applicable Canadian Securities Laws), and, when it was filed contained and, as amended, if applicable, will when filed contain, full, true and plain disclosure of all material facts relating to the Issuer and its Subsidiaries (taken as a whole) and the Securities as required by Canadian Securities Laws; the Canadian Supplemented Prospectus will when filed not contain a misrepresentation (as that term is defined under applicable Canadian Securities Laws) and will when filed contain full, true and plain disclosure of all material facts relating to the Issuer and its Subsidiaries (taken as a whole) and the Securities as required by Canadian Securities Laws. The representations and warranties set forth in this paragraph shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer by an Underwriter through the Representatives specifically for use therein in connection with the disclosure required by Form F-1 or Canadian Securities Laws, it being agreed and understood that the only such information furnished by any Underwriter consists of the information disclosed as such in Section 9(b) hereof.

(e)The Issuer has complied in all material respects with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder, together with applicable published national, multilateral and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions, and all discretionary rulings and orders applicable to the Issuer, if any, of the Canadian Securities Commissions (collectively,

5

“Canadian Securities Laws”) required to be complied with by the Issuer to qualify the Securities for distribution and sale to the public in each of the Canadian Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of such jurisdictions who have complied with the relevant provisions of such applicable laws, except for the filing of the Canadian Supplemented Prospectus.

(f)(i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Issuer was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Issuer be considered an Ineligible Issuer.

(g)Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives specifically for use therein, it being agreed and understood that the only such information furnished by any Underwriter consists of the information disclosed as such in Section 9(b) hereof.

(h)The Issuer and its Subsidiaries, taken as a whole, have not, since the date of the latest financial statements included in the Registration Statement, the Disclosure Package and the Prospectuses, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Issuer and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Issuer and its Subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the Disclosure Package and the Prospectuses; and, since the respective dates as of which information is given in the Disclosure Package and the Prospectuses, there has not been (x) any change in the share capital of the Issuer or its Subsidiaries (other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock options or restricted share units in the ordinary course of business pursuant to the Issuer’s equity plans that are described in the Disclosure Package and the Prospectuses, (ii) the issuance, if any, of shares of the Issuer in connection with the IPO Conversion as described in the Disclosure Package and the Prospectuses or (iii) the issuance of SV Shares in the Concurrent Offering), (y) any change in the long-term debt of the Issuer or any of its Subsidiaries or (z) except as otherwise set forth in the Disclosure Package and the Prospectuses, any Material Adverse Change.

(i)Each of the Issuer and each of its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X under the Act) (1) is and, following the completion of the IPO Conversion, the Issuer will be, a corporation or other entity which has been duly

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created and organized, incorporated, created, amalgamated, formed or continued, as the case may be, and is valid and subsisting under the laws of the jurisdiction of its organization and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, as the case may be, and if applicable, in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such registration or licensing, except where the failure to be so registered or licensed or be in good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (2) has and, following the completion of the IPO Conversion, the Issuer will have, all requisite corporate, partnership or limited liability company, as applicable, power, capacity and authority to carry on its business as currently conducted, to own, lease and operate its properties and assets and, as applicable, to execute, deliver and perform its obligations under the Transaction Documents.

(j)Other than: (1) as disclosed in the Disclosure Package and the Prospectuses; (2) the shares and other securities, as the case may be, of the Subsidiaries of the Issuer; (3) inter-company indebtedness among the Issuer and its Subsidiaries; (4) other investments of unallocated funds in short-term investment grade debt obligations; (5) equity interests in Compo-Haut Richelieu Inc.; and (6) equity interests in the following inactive entities: 276286 Alberta Inc., Deep Bauer Foundations Inc., Foundations Diagnostic Systems Ltd. and Duplin County Disposal, LLC; the Issuer does not own, directly or indirectly, any shares or any other equity or long-term debt securities of any corporation or other Person. The only Subsidiaries of the Issuer are the entities listed in Schedule III hereto.

(k)Immediately following the IPO Conversion, the Issuer shall have an authorized capitalization as set forth in the Disclosure Package and the Prospectuses and all of the issued and outstanding SV Shares and multiple voting shares shall have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description of the SV Shares and multiple voting shares contained in the Disclosure Package and the Prospectuses. Except as described in the Disclosure Package and the Prospectuses, no person has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Issuer of any unissued shares of the Issuer.

(l)The Issuer has all requisite corporate power and authority to execute, deliver and perform all of its obligations under each of the Transaction Documents to which it is a party and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party to be consummated on its part and, without limitation, the Issuer has all requisite corporate power and authority to issue, sell and deliver the Securities, and the Issuer has all requisite corporate power and authority to issue, sell and deliver the SV Shares to be issued and delivered by the Issuer pursuant to the Purchase Contract Agreement and the Purchase Contracts (the “Issuable SV Shares”). The Issuer has duly authorized the execution, delivery and performance of each of the Transaction Documents to which it is a party.

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(m)The Units have been duly authorized and, on the Closing Date or the settlement date for any Option Securities, as the case may be, will have been validly executed and delivered by the Issuer. When the Units have been issued, executed and authenticated in accordance with the provisions of the Purchase Contract Agreement and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Units will be entitled to the benefits of the Purchase Contract Agreement, and will be valid and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. On the Closing Date or the settlement date for any Option Securities, as the case may be, the Underwritten Securities or Option Securities, as applicable, will conform as to legal matters in all material respects to the description thereof contained in the Disclosure Package and the Prospectuses.

(n)The Amortizing Notes have been duly authorized and, on the Closing Date or the settlement date for any Option Securities, as the case may be, will have been validly executed and delivered by the Issuer. When the Amortizing Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Amortizing Notes will be entitled to the benefits of the Indenture, and will be valid and binding obligations of the Issuer, enforceable in accordance with their terms except as the enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. On the Closing Date or the settlement date for any Option Securities, as the case may be, the Amortizing Notes will conform as to legal matters in all material respects to the descriptions thereof contained in the in the Disclosure Package and the Prospectuses.

(o)The Purchase Contract Agreement, when duly executed and delivered by the Issuer (assuming the due authorization, execution and delivery thereof by the Purchase Contract Agent and the Trustees), will be a legally binding and valid obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as the enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(p)The Purchase Contracts have been duly authorized and, on the Closing Date or the settlement date for any Option Securities, as the case may be, will have been validly executed and delivered by the Issuer. When the Purchase Contracts have been issued, executed and authenticated in accordance with the provisions of the Purchase Contract Agreement and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Purchase Contracts will be entitled to the benefits of the

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Purchase Contract Agreement and will be valid and binding obligations of the Issuer, enforceable in accordance with their terms except as the enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. On the Closing Date or the settlement date for any Option Securities, as the case may be, the Purchase Contracts will conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectuses.

(q)The Indenture has been duly authorized and, on the Closing Date, will have been duly executed and delivered by the Issuer, and, assuming that the Indenture is a valid and binding obligation of the Trustees, the Indenture will be a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms except as the enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(r)The Indenture has been duly qualified under the Trust Indenture Act with respect to the Amortizing Notes.

(s)The maximum number of Issuable SV Shares (calculated assuming settlement of the Purchase Contracts at the “maximum settlement rate,” as such term is defined in the Prospectuses) have been duly authorized and reserved for issuance by the Issuer and, when issued and delivered in accordance with the provisions of the Purchase Contracts and the Purchase Contract Agreement, will be validly issued, fully paid and nonassessable and not issued in violation of any preemptive or similar right.

(t)The form and terms of the SV Shares have been approved and adopted by the board of directors of the Issuer and do not conflict with the constating documents or by-laws of the Issuer, any Laws of general application or the rules of the TSX or NYSE.

(u)The issued and outstanding shares and other securities of each Subsidiary of the Issuer are held, beneficially and of record, by the Issuer or another Subsidiary (as described in the Disclosure Package and the Prospectuses in the case of significant subsidiaries) and other than pursuant to share pledge agreements, if any, in favor of (i) the Issuer’s lenders under the revolving credit facility, made available pursuant to the Fifth Amended and Restated Credit Agreement, dated as of February 26, 2019, among the Issuer, as Canadian borrower, GFL Environmental USA Inc., as U.S. borrower, the guarantors named therein, a syndicate of lenders and Bank of Montreal, as administrative agent (as amended or supplemented to the date hereof, the “Revolving Credit Facility”), (ii) the Credit Agreement, dated as of September 30, 2016, among the Issuer, Citibank, N.A. (as successor in interest to Barclays Bank PLC), as administrative agent, each lender from time to time party thereto and each other party thereto (as amended pursuant to the First Amendment thereto, dated as of May 31, 2018, and the Second Amendment

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thereto, dated as of November 14, 2018 (the “Existing Term Loan Credit Agreement”)), and (iii) the indenture dated as of December 16, 2019, among the Issuer, the guarantors party thereto,  Computershare Trust Company, N.A., as trustee, and Computershare Trust Company, N.A., relating to the Issuer’s 5.125% Senior Secured Notes due 2026, (the “Secured Notes Indenture”),  all such shares and other securities are free and clear of any Liens and all of the securities of each of its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable.

(v)Except for rights granted by the Issuer and its Subsidiaries in favor of the Issuer’s lenders in connection with security (including mortgages of real property), Liens granted by the Issuer or its Subsidiaries to such lenders, Liens in connection with outstanding letters of credit, performance bonds, equipment loans and capital leases, and Liens as otherwise permitted under (1) the Revolving Credit Facility, (2) the Existing Term Loan Credit Agreement, (3) the indenture, dated as of May 12, 2017, among the Issuer, the guarantors party thereto and the Trustee, relating to the Issuer’s 5.625% Senior Notes due 2022, as may be supplemented from time to time (the “2022 Indenture”), (4) the indenture, dated as of February 26, 2018, among the Issuer, the guarantors party thereto and the Trustee, relating to the Issuer’s 5.375% Senior Notes due 2023, as may be supplemented from time to time (the “2023 Indenture”), (5) the indenture, dated as of May 14, 2018, among the Issuer, the guarantors party thereto and the Trustee, relating to the Issuer’s 7.000% Senior Notes due 2026, as may be supplemented from time to time (the “2026 Indenture”), (6) the indenture, dated as of April 23, 2019, among the Issuer, the guarantors party thereto and the Trustee, relating to the Issuer’s 8.500% Senior Notes due 2027, as may be supplemented from time to time (the “2027 Indenture”) and (7) the Secured Notes Indenture (together, with the 2022 Indenture, the 2023 Indenture and the 2026 Indenture, and the 2027 Indenture, the “Existing Indentures”), no Person, other than the Issuer, has at the date hereof and no Person will have at the Closing Time any written or oral agreement, option or warrant or any right or privilege (whether by Law, preemptive or contractual) capable of becoming such for the purchase, subscription, allotment or issuance of any securities of any Subsidiary of the Issuer.

(w)The Issuer and each of its Subsidiaries, on a consolidated basis, maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (3) access to its assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to differences. The Issuer and each of its Subsidiaries is not aware of any material weaknesses in its internal control over financial reporting (it being understood that this subsection shall not require the Issuer to comply with Section 404 of the Sarbanes-Oxley Act as of an earlier date than it would otherwise be required to so comply under applicable law).

(x)The Issuer and its Subsidiaries maintain “disclosure controls and procedures” (as such term is defined in both Rule 13a-15(e) under the Exchange Act and National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim

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Filings); such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Issuer in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to provide reasonable assurances that such information is accumulated and communicated to the Issuer’s management as appropriate to allow timely decisions regarding required disclosure.

(y)Other than the acquisitions that are the subject of the exemptive relief granted to the Issuer and as otherwise described in the Disclosure Package and the Prospectuses under the heading “Exemptions from Certain Disclosure Requirements”, no acquisition has been made by the Issuer or its Subsidiaries during or since its three most recently completed fiscal years that would be a significant acquisition for the purposes of Canadian Securities Laws or that would require the financial statement disclosure in respect of the acquired business prescribed by item 32 of Form 41-101F1, and no proposed acquisition by the Issuer or its Subsidiaries has progressed to a state where a reasonable person would believe that the likelihood of completing the acquisition is high and that: (1) if completed at the date of this Agreement, would be a significant acquisition for the purposes of Canadian Securities Laws, or (2) would require the financial statement disclosure in respect of the acquired business prescribed by item 32 of Form 41-101F1.

(z)Each of this Agreement, the Investor Rights Agreements and the Registration Rights Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectuses.

(aa)Neither the Issuer nor any of its Subsidiaries is (1) in violation of its constating documents or by-laws (or equivalent), (2) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, or (3) in violation of any Law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of subclauses (2) and (3) above, for such violations or defaults which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(bb)No legal, regulatory or governmental investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) are pending to which the Issuer or any of its Subsidiaries is a party or to which the property of the Issuer or any of its Subsidiaries is subject that would result individually or in the aggregate in a Material Adverse Effect or affect the validity of the issuance and sale of the Securities under the Transaction Documents, and no Actions have been threatened against or, to the knowledge of the Issuer, are contemplated with respect to the Issuer or any of its Subsidiaries, or with respect to any of their respective properties which would in each case reasonably be expected to have a Material Adverse Effect.

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(cc)Except as disclosed in the Disclosure Package and the Prospectuses, the Issuer and each of its Subsidiaries has conducted and is conducting its activities and business in all respects in compliance with all Laws of each jurisdiction in which it carries on business or conducts its activities, including each license held by them and are not in violation of, or in default in any respect under, any applicable statutes and regulations and all other ordinances, rules, regulations, orders or decrees having the force of Law (including, without limitation, Environmental Laws) of any Governmental Authorities having, asserting or claiming jurisdiction over it or over any part of their respective operations or assets, except for such non-compliance, violations and defaults which, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

(dd)The Issuer and each of its Subsidiaries has good and marketable title to all of its material properties and assets, in each case, free and clear of all Liens (other than (1) Liens permitted by the Existing Indentures and (2) mortgages, charges or other encumbrances that would not reasonably be expected to adversely affect the material property and assets of the Issuer and its Subsidiaries on a consolidated basis); and as of the date hereof, except as disclosed in the Disclosure Package and the Prospectuses and except as would not reasonably be expected to have a Material Adverse Effect, no agreement to purchase, option to purchase or right of first refusal to purchase has been granted by the Issuer or any of its Subsidiaries with respect to any of the assets of the Issuer or any its Subsidiaries, as applicable, or any part thereof, that have not expired or been waived.

(ee)The Issuer and its Subsidiaries own, lease or have easements, permits, licenses, rights of way or other rights in, over, across, along or upon, all real property required and/or used by them to operate and carry on the business described in the Disclosure Package and the Prospectuses as being currently carried on by the Issuer and its Subsidiaries, except where failure to own, lease or have an easement, permit, license, right of way or other right in, over, across, along or upon such real property would not reasonably be expected to have a Material Adverse Effect.

(ff)All plants, buildings, erections, structures, improvements, fixtures (including fixed machinery and fixed equipment), vehicles, equipment and other tangible personal property which is material to the Issuer or any of its Subsidiaries are structurally sound, in good operating condition and repair having regard to their use and age (subject to normal wear and tear) and are adequate and suitable for the uses to which they are being put, and have been maintained in the ordinary course of business, except, in any case, as would not be reasonably expected to result in a Material Adverse Effect.

(gg)Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (1) the Issuer and its Subsidiaries own, license or possess adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business as now operated by them, and (2) to the knowledge of the Issuer, neither the

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Issuer nor any of its Subsidiaries have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Issuer or any of its Subsidiaries.

(hh)Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no outstanding judgments, writs of execution, seizures, injunctions or directives against, nor any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to any of the properties or facilities directly or indirectly owned or operated by the Issuer.

(ii)Except as disclosed in the Disclosure Package and the Prospectuses or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (1) the Issuer and its Subsidiaries are in compliance with any and all applicable Environmental Laws; (2) to the knowledge of the Issuer, there has not been any discharge, deposit, leak, emission, spill or other release of any Hazardous Materials on, at, under or from any real property of the Issuer or any of its Subsidiaries (including relating to the collection, removal and disposal of wastes), which, in each case, has resulted in or may result in any cost, damage or other liability, including the diminution in value of any such property; and (3) the Issuer and its Subsidiaries (a) have received all permits, licenses or other approvals, and made all registrations, required of them under applicable Environmental Laws to conduct their respective businesses (“Permits”) and (b) are in compliance with all terms and conditions of each Permit.

(jj)Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (1) the Issuer and its Subsidiaries possess all licenses, permits, franchises, certificates, registrations and authorizations necessary to conduct their respective businesses and own or lease their respective properties and assets and are not in default or breach of any of the foregoing, and (2) no proceeding is pending or threatened to revoke or limit any of the foregoing; and neither the Issuer nor any of its Subsidiaries has received notice that any such license, permit or authorization will not be renewed in the ordinary course.

(kk)Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (1) each of the Issuer and its Subsidiaries is in compliance with the provisions of all applicable federal, state, provincial and local Laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, and occupational health and safety, and (2) no collective labor dispute, grievance, arbitration or legal proceeding is ongoing or, to the knowledge of the Issuer, pending or threatened, and no individual labor dispute, grievance, arbitration or legal proceeding is ongoing or, to the knowledge of the Issuer, pending or threatened, with any employee of the Issuer or its Subsidiaries and, to the knowledge of the Issuer, none has occurred during the past year. Neither the Issuer nor any of its Subsidiaries has received any notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.

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(ll)Each of the Issuer and its Subsidiaries maintains insurance policies with reputable insurers against risks of loss of or damage to their respective properties, assets and businesses of such types as are customary in the case of entities engaged in the same or similar businesses and the Issuer and its Subsidiaries are not in default in a material respect with respect to any provisions of such policies and have not failed to give any notice or to present any material claim under any such policy in a due and timely fashion. Neither the Issuer nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business, except in each case as would not reasonably be expected to have a Material Adverse Effect.

(mm)All contributions or premiums required to be made or paid by the Issuer or its Subsidiaries to any pension or other employee benefit plan have been made on a timely basis in accordance with the terms of such plans and all Laws, and all obligations of the Issuer and its Subsidiaries required to be performed in connection with any pension plans and the funding agreements therefor have been performed on a timely basis, except in each case as would not reasonably be expected to have a Material Adverse Effect.

(nn)Except as disclosed in the Disclosure Package and the Prospectuses, neither the Issuer nor any of its Subsidiaries has outstanding any debentures, notes, debt securities or other debt obligations that are material to the Issuer and its Subsidiaries taken as a whole.

(oo)The Issuer and each of its Subsidiaries has, on a timely basis, filed all income and other tax returns and notices and has paid all applicable taxes for all tax years to the date hereof to the extent such taxes have become due except to the extent that the failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect; the Issuer is not aware of any tax deficiencies or interest or penalties accrued or accruing or alleged to be accrued or accruing, thereon with respect to itself or its Subsidiaries, except to the extent that any such deficiency, interest or penalty would not reasonably be expected to have a Material Adverse Effect; and except for payment of taxes contested in good faith and with respect to which adequate reserves have been established.

(pp)The historical financial statements (including the related notes thereto) of (i) the Issuer and (ii) each other entity for which financial statements are required to be included in the Registration Statement and the Prospectuses (each such entity, a “Covered Entity”), included in each of the Registration Statement, the Disclosure Package and the Prospectuses (collectively, the “Financial Statements”) present fairly in all material respects the information shown therein, as applicable, as of the dates and for the periods indicated; the Financial Statements comply as to form in all material respects with the applicable requirements of Regulation S-X under the Act and applicable Canadian Securities Laws and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein except as may be expressly stated in the related notes thereto; the other financial information included in each of the Disclosure Package and the Prospectuses has been derived from the accounting records of

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the Issuer and each Covered Entity, as applicable, and presents fairly the information shown thereby; all disclosures included in the Registration Statement, the Disclosure Package and the Prospectuses regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable; and the pro forma financial information and the related notes thereto (if any) included in each of the Disclosure Package and the Prospectuses present fairly in all material respects the information shown thereby and have been prepared in accordance with the applicable requirements of the Act, the Trust Indenture Act and Canadian Securities Laws, the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein, and the assumptions underlying such pro forma financial information (if any) are reasonable and are set forth in the Disclosure Package and the Prospectuses.

(qq)Except as disclosed in the Financial Statements, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Issuer or any of its Subsidiaries with unconsolidated entities.

(rr)Except as disclosed in the Disclosure Package and the Prospectuses, Deloitte LLP is (i) an independent registered public accountant with respect to the Issuer within the meaning of Canadian Securities Laws, the Act and the applicable rules and regulations adopted by the Commission and the U.S. Public Company Accounting Oversight Board and (ii) independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario; and there has never been any reportable “disagreement” (within the meaning NI 51-102) with Deloitte LLP or any former auditor of the Issuer or its Subsidiaries (such determination to be made as if the Issuer was a “reporting issuer” under the securities laws of Ontario).

(ss)For the duration of its engagement as auditor for Waste Industries, PricewaterhouseCoopers LLP was an independent registered public accountant with respect to Waste Industries within the meaning of the U.S. Public Company Accounting Oversight Board.

(tt)Other than as disclosed in the Disclosure Package and the Prospectuses, and other than the shareholders’ agreement of the Issuer (which will terminate automatically upon the closing of the offering), there are no agreements in force or effect which (1) in any manner affects or will affect the voting or control of any of the securities of the Issuer or its Subsidiaries, the nomination of directors to the board of directors of the Issuer, or the operations or affairs of the Issuer or its Subsidiaries, or (2) grant a person the right to require the Issuer to file a registration statement under the Act or to file a prospectus under Canadian Securities Laws with respect to any securities of the Issuer owned or to be owned by such person or to require the Issuer to include such securities in the offering of the Securities pursuant to this Agreement, except as have been waived by any such person.

(uu)Except as disclosed in the Disclosure Package and the Prospectuses, none of the directors, officers or employees of the Issuer or any of its Subsidiaries, or, to the

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knowledge of the Issuer, any Person who beneficially owns, directly or indirectly, more than 10% of any class of securities of the Issuer, had or has any interest, direct or indirect, in any transaction or any proposed transaction with the Issuer or any of its Subsidiaries which, as the case may be, affects the Issuer and its Subsidiaries (taken as a whole) or would reasonably be expected to have a Material Adverse Effect.

(vv)This Agreement has been duly authorized, executed and delivered by the Issuer.

(ww)The execution, delivery and performance of the Transaction Documents by the Issuer, and the consummation of the Transactions, and the compliance by the Issuer with the other provisions of this Agreement do not: (1) require the consent, approval, authorization, filing, registration, recording or qualification of or with any Governmental Authority or other third party in the Canadian Qualifying Jurisdictions and the United States, except (A) as has been obtained and (B) for the registration under the Act of the Securities, the qualification under the Trust Indenture Act of the Amortizing Notes, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements, the filing of the Canadian Supplemented Prospectus with the Canadian Securities Commissions and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters or to list the SV Shares on the NYSE or TSX or to list the Units on the NYSE; (2) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Issuer, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound or to which any of the property or assets of the Issuer is subject, (3) result in any violation of the provisions of the articles or by-laws (or similar organizational documents) of the Issuer or any of its Subsidiaries, or (4) result in any violation of any statute or any judgment, order, decree, rule or regulation of any Governmental Authority body, except in the case of (2) and (4) above as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xx)No order preventing or suspending the use of any U.S. Preliminary Prospectus, Canadian Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission or any Canadian Securities Commission and no other notice objecting to their use has been issued and no proceedings for that purpose or pursuant to Section 8A under the Act have been instituted or, to the Issuer’s knowledge, threatened by the Commission or any Canadian Securities Commission.

(yy)Except as provided herein, there is no Person which has been engaged by the Issuer to act for the Issuer and which is entitled to any brokerage or finder’s fee in connection with the completion of this Agreement or any of the transactions contemplated hereunder.

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(zz)The Issuer has not, or, to the knowledge of the Issuer, no affiliate of the Issuer has taken, or will take, directly or indirectly, any action designed to, or that would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Securities.

(aaa)The Issuer has taken all necessary actions such that, after giving effect to the offering and sale of the Securities, it will be in compliance in all material respects with all effective provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder that are applicable to the Issuer as of the Execution Time.

(bbb)The operations of the Issuer and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority to which they are subject (collectively, “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Issuer or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Issuer, threatened.

(ccc)None of the Issuer or any of its Subsidiaries, nor, to the knowledge of the Issuer, any director, officer, employee, agent, affiliate or other person acting on behalf of the Issuer or its Subsidiaries has: (1) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (2) made any direct or, knowingly, indirect unlawful payment to any foreign or domestic governmental official or employee from corporate funds; (3) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada), as amended, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar such anti-bribery or anti-corruption law or regulation; or (4) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment, except, in the case of subclauses (2) through (4) above, as disclosed in the Disclosure Package and the Prospectuses and the sanctioned actions of the former chief executive officer of the business acquired pursuant to the Michigan Acquisition (as defined in the Prospectuses). The Issuer and its Subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption Laws.

(ddd)None of the Issuer or any of its Subsidiaries, nor, to the knowledge of the Issuer, any director, officer, agent, employee, representative, affiliate or other person acting on behalf of the Issuer or its Subsidiaries is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Government of Canada or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer or any of

17

its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Issuer will not directly or, knowingly, indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (1) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (2) to fund or facilitate any activities of or business in any Sanctioned Country or (3) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years the Issuer and its Subsidiaries have not knowingly engaged in, the Issuer and its Subsidiaries are not now knowingly engaged in, and the Issuer and its Subsidiaries will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(eee)The statistical and market-related data included in the Disclosure Package and the Prospectuses are based on or derived from sources that the Issuer believes to be reliable in all material respects. The Issuer has a reasonable basis for disclosing all “forward-looking information” (as defined in NI 51-102) contained in the Prospectuses.

(fff)The Issuer is not, and immediately after giving effect to the offering of the Securities hereunder and the use of proceeds therefrom, will not be, required to register as an “investment company” within the meaning of and subject to regulation under the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

(ggg)None of the transactions contemplated by the Transaction Documents (including, without limitation, the use of the proceeds from the sale of the Securities), will violate or result in a violation of Section 7 of the Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

(hhh)[Reserved].

(iii)More than 50% of the fair market value of the Securities is not derived from one or any combination of (i) real or immovable property situated in Canada, (ii) “Canadian resource properties” (as defined in the Income Tax Act (Canada)), (iii) “timber resource properties” (as defined in the Income Tax Act (Canada)), and (iv) options in respect of, or interests in, or for civil law rights in, property described in any of (i)-(iii), whether or not the property exists.

(jjj)The Issuer has the power to submit, or at the Closing Date will have, legally, validly, effectively and irrevocably submitted, to the exclusive jurisdiction of any U.S. federal or New York state court located in The City of New York; and has the power to designate, appoint and empower, and has, or at the Closing Date will have, legally, validly and effectively designated, appointed and empowered an agent for service of

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process in any suit or proceeding based on or arising under the Transaction Documents, in any U.S. federal or New York state court located in The City of New York.

(kkk)The Issuer is a “foreign private issuer” within the meaning of Rule 405 under the Act.

(lll)The Issuer believes that it is not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year and expects to operate in such a manner so as not to become a PFIC for any subsequent taxable year.

(mmm)Computershare Investor Services Inc. has been duly appointed as transfer agent and registrar for the SV Shares and Computershare Trust Company, N.A. has been duly appointed as U.S. co-transfer agent and co-registrar for the SV Shares.

(nnn)The Issuer (a) has delivered the “Template Version” (as defined in NI 41-101) of any “Marketing Materials” (as defined in NI 41-101) relating to any “Road Show” (as defined in NI 41-101) (“Road Show Materials”) to the Canadian Securities Commissions in each of the Canadian Qualifying Jurisdictions in compliance with the requirements of the Canadian Securities Laws; and (b) has filed the Template Version of any Marketing Materials (other than the Road Show Materials), if any, approved by the Issuer and the Representatives in the manner contemplated by Canadian Securities Laws, with the Canadian Securities Commissions in each of the Canadian Qualifying Jurisdictions not later than the day on which such Marketing Materials were first provided to a potential investor in the offering of Securities pursuant to this Agreement. If any “Comparables” (as defined in NI 41-101) and disclosure relating to such Comparables has been redacted from the Template Version of any Marketing Materials filed with the Canadian Securities Commissions in each of the Canadian Qualifying Jurisdictions, a complete Template Version of such Marketing Materials (containing the Comparables and related disclosure) has been delivered to the Canadian Securities Commissions in each of the Canadian Qualifying Jurisdictions by the Issuer in compliance with Canadian Securities Laws.

(ooo)(i)(x) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectuses, to the Issuer’s knowledge, there has been no security breach or other compromise of the Issuer’s information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (y) the Issuer has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the Issuer is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of clauses (i) and (ii), individually or in the aggregate,

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have a Material Adverse Effect; and (iii) the Issuer has implemented backup and disaster recovery technology materially consistent with industry standards and practices.

(ppp)Any certificate signed by any officer of the Issuer and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Issuer, as to matters covered thereby, to each Underwriter.

2.[Reserved].

3.Purchase and Sale.

(a)Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer, at a net purchase price of $[·] per Unit (being a purchase price of $50.00 per Unit net of an underwriting commission of $[·] per Unit), the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto.

(b)Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,100,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised after the date hereof in whole or in part at any time (but not more than twice) upon written or telegraphic notice by the Representatives to the Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date, provided that such settlement date shall occur within a period of 13 calendar days from, and including, the Closing Date. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities from the Issuer, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional Units.

4.Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the second Business Day immediately preceding the Closing Date) shall be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 at 9:00 AM, New York City time, on [·], 2020, or at such time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Issuer or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to

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or upon the order of the Issuer by wire transfer payable in same-day funds to an account specified by the Issuer in writing to the Representatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC, for the account of each Underwriter, unless the Representatives shall otherwise instruct.

If the option provided for in Section 3(b) hereof is exercised after the second Business Day immediately preceding the Closing Date, the Issuer will deliver the Option Securities to the Representatives on the date specified by the Representatives (which shall be within two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to an account specified by the Issuer. If settlement for the Option Securities occurs after the Closing Date, the Issuer will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

5.Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Disclosure Package and that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter.

6.Agreements. The Issuer agrees with the several Underwriters as follows:

(a)To prepare the U.S. Prospectus and Canadian Supplemented Prospectus in forms approved by you and to file such U.S. Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act, and to file the Canadian Supplemented Prospectus (containing the PREP Information) in accordance with the PREP Procedures with each of the Canadian Securities Commissions promptly after the execution and delivery of this Agreement and in any event not later than such Canadian Securities Commissions’ close of business on the second business day following the execution and delivery of this Agreement and to take all other steps and proceedings that may be necessary to qualify the Securities for distribution and sale to the public in each of the Canadian Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of such jurisdictions who have complied with the relevant provisions of such applicable laws; to make no further amendment or any supplement to the Registration Statement, the U.S. Prospectus or the Canadian Prospectus prior to the last Closing Date which shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the U.S. Prospectus or Canadian Prospectus or any amended U.S. Prospectus or Canadian Prospectus has been filed and to furnish you with copies thereof (including, in the case of any supplemented or amended Canadian Prospectus, in the English and French languages) and to deliver to the

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Underwriters all signed and certified copies of any such supplemented or amended Canadian Prospectus in the English and French languages along with all documents similar to those referred to in sub-Sections 6(g)(i), (ii), (iii) and (iv) and such other documents as the Underwriters may reasonably request; to file promptly all material required to be filed by the Issuer with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission or any of the Canadian Securities Commissions of any stop order or of any order preventing or suspending the use of any preliminary prospectus or other prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, of any written communication received by the Issuer from any Canadian Securities Commission, the TSX or any Governmental Authority or of any request by the Commission or any Canadian Securities Commission for the amending or supplementing of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, as applicable, or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any preliminary prospectus or other prospectus or suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of such order. The Issuer will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection.

(b)If, at any time prior to the filing of the U.S. Prospectus pursuant to Rule 424(b), any event occurs as a result of which, in the opinion of counsel to the Underwriters, or counsel for the Issuer, the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Issuer will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to the several Underwriters and counsel for the Underwriters without charge in such quantities as they may reasonably request.

(c)If, during such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriter a prospectus relating to the Securities is required by law to be delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172) (the “Prospectus Delivery Period”), any event occurs, as a result of which, in the opinion of counsel to the Underwriters, or counsel for the Issuer, the Prospectuses as then supplemented would (i) include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, (ii)  any event shall have occurred that would constitute a material change (as such term is defined under Canadian Securities Laws), or (iii) if it shall be necessary to amend the Registration Statement or amend or supplement U.S. Prospectus or Canadian Prospectus in order to comply with the Act, the Trust Indenture Act or Canadian Securities Laws, as applicable, the Issuer will promptly (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 6, an amendment or supplement that

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will correct such statement or omission or effect such compliance; and (iii) supply any amended U.S. Prospectus or Canadian Prospectus (in the English and French languages), as the case may be, or a supplement to the U.S. Prospectus or Canadian Prospectus (in the case of a supplement to the Canadian Prospectus, in the English and French languages) to the several Underwriters and counsel for the Underwriters without charge in such quantities as they may reasonably request.

(d)As soon as practicable, the Issuer will make generally available to its security holders and to the Representatives (which may be satisfied by filing with the Commission’s EDGAR system) an earnings statement or statements (which need not be audited) of the Issuer and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

(e)The Issuer will cooperate with the Representatives and use its commercially reasonable efforts to permit the Securities to be eligible for clearance and settlement through DTC.

(f)The Issuer will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172) during the Prospectus Delivery Period, as many copies of each U.S. Preliminary Prospectus, the U.S. Prospectus, each Issuer Free Writing Prospectus, each and any supplement thereto as the Representatives may reasonably request. The Issuer will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Canadian Prospectus in the English and French languages so long as delivery of the Canadian Prospectus may be required by Canadian Securities Laws. The Issuer will pay the expenses of printing or other production of all documents relating to the offering.

(g)The Issuer will deliver to the Underwriters contemporaneously, as nearly as practicable, with the execution and delivery of this Agreement (i) a copy of the Canadian Preliminary Prospectus and the Canadian Prospectus in each of the French and English language signed and certified as required by Canadian Securities Laws in each of the Canadian Qualifying Jurisdictions; (ii) a copy of all such documents and certificates that were filed with the Canadian Preliminary Prospectus and the Canadian Prospectus under Canadian Securities Laws; (iii) opinions of the auditors of the Issuer, Deloitte LLP, and the auditors of Waste Industries, PricewaterhouseCoopers LLP, in each case dated the date of the Canadian Preliminary Prospectus, the date of the Canadian Prospectus and the date of the Canadian Supplemented Prospectus, addressed to the Underwriters, the Issuer, and their respective counsel, in form and substance satisfactory to the Underwriters and their counsel, to the effect that the French language version of the financial statements and notes to such statements and the related auditors’ report on such statements, and disclosure under the headings “Summary Historical Consolidated Financial and Pro Forma Information”, “Capitalization”, “Selected Historical Consolidated Financial Information”, “Unaudited Pro Forma Combined Financial

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Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Index to Financial Statements” (including the Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm) (collectively, the “Financial Information”) contained in the Canadian Preliminary Prospectus, the Canadian Prospectus and the Canadian Supplemented Prospectus includes the same information and in all material respects carries the same meaning as the English language version thereof; and (iv) opinions of Stikeman Elliott LLP, dated the date of the Canadian Preliminary Prospectus, the date of the Canadian Prospectus and the date of the Canadian Supplemented Prospectus addressed to the Underwriters’, the Issuer, and their respective counsel, in form and substance satisfactory to the Underwriters and their counsel, to the effect that the French Language version of each of the Canadian Preliminary Prospectus, the Canadian Prospectus and the Canadian Supplemented Prospectus, except for the Financial Information, as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof. The deliveries set forth in clause (i) above shall also constitute the Issuer’s consent to the Underwriters’ use of the Canadian Preliminary Prospectus and of the Canadian Prospectus, as applicable, for the distribution of the Securities in the Canadian Qualifying Jurisdictions in compliance with the provisions of this Agreement.

(h)The Issuer will assist the Underwriters in arranging, if necessary, for the qualification of the Securities for sale by the Underwriters under the securities laws of such U.S. and Canadian jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided that in no event shall the Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would reasonably be expected to subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject or to subject themselves to taxation in excess of a nominal amount in respect of doing business in any jurisdiction.

(i)The Issuer will not, without the prior written consent of a majority of the Representatives consisting of at least one Canadian Representative and one U.S. Representative (the “Releasing Representatives”), offer, sell or contract to sell, pledge, grant any option to purchase or otherwise transfer or dispose of, (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Issuer or any Affiliate of the Issuer or any Person in privity with the Issuer or any Affiliate of the Issuer) directly or indirectly, including the submission or filing (or participation in the submission or filing) of a registration statement with the Commission or prospectus under Canadian Securities Laws in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other SV Shares or any securities convertible into, or exercisable, or exchangeable for, SV Shares (“Related Securities”); or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement. The foregoing sentence shall

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not apply to (A) the Securities to be issued in the Transaction, (B) any SV Shares issued by the Issuer upon the exercise of options to purchase SV Shares or upon the vesting of restricted share awards, in each case disclosed in the Disclosure Package and the Prospectuses, (C) the issuance of SV Shares in the Concurrent Offering, (D) the grant of awards pursuant to employee benefit plans or arrangements described in the Disclosure Package and the Prospectuses, (E) the issuance or grant of SV Shares (including in connection with the settlement of restricted share unit awards), restricted share awards, options to purchase SV Shares or any other share-based awards, in each case, to be registered pursuant to any registration statement on Form S-8 pursuant to employee benefit plans or arrangements described in the Disclosure Package and the Prospectuses, (F) the issuance of the Issuable SV Shares, (G) the issuance of SV Shares in connection with the acquisition by the Issuer or any of its Subsidiaries of the securities, business, property or other assets of another Person or business entity or pursuant to any employee benefit plan assumed by the Issuer in connection with any such acquisition or (H) the issuance of SV Shares, of restricted share awards or of options to purchase SV Shares, in each case, in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (G) and (H), the aggregate number of restricted share awards and SV Shares issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such acquisitions and other transactions does not exceed 10% of the aggregate number of SV Shares and multiple voting shares outstanding immediately following the consummation of the Transaction and the recipient of the SV Shares agrees in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A.

(j)If the Releasing Representatives agree to release or waive the restrictions set forth in a lock-up letter described in Section 7(k) hereof, in each case for an officer or director of the Issuer and provides the Issuer with notice of the impending release or waiver at least three Business Days before the effective date of the release or waiver, the Issuer agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two Business Days before the effective date of the release or waiver.

(k)Any request by the Issuer for a release or waiver to the restrictions set forth in Section 6(i) above shall be made to all Representatives, and the effectiveness of any release or waiver by the Releasing Representatives shall be subject to such request having been made to all Representatives.

(l)To file with the Commission such information on Form 20-F as may be required by Rule 463 under the Act.

(m)The Issuer agrees to pay the costs and expenses relating to the following matters: (i) the fees, disbursements and expenses of the Issuer’s counsel and accountants in connection with the registration of the Securities under the Act, the qualification under the Trust Indenture Act of the Amortizing Notes, the qualification of the Securities for distribution by prospectus under Canadian Securities Laws and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any U.S. Preliminary Prospectus, Canadian Preliminary Prospectus, any

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Marketing Materials, any Issuer Free Writing Prospectus and the Prospectuses and amendments and supplements thereto (including the Canadian Supplemented Prospectus) and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities; (iii) the printing (or reproduction) and delivery of any blue sky memorandum delivered in connection with the offering of the Securities; (iv) the registration of the Securities under the Exchange Act, the listing of the Securities on the NYSE and the listing of the Issuable SV Shares on the NYSE and the TSX; (v) all expenses in connection with the qualification of the Securities for offering and sale under U.S. state laws and Canadian Securities Laws as provided in Section 6(h) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey (such fees and expenses referenced in clause (iii) and (v) not to exceed $10,000); (vi) the approval of the Securities for book entry transfer by DTC; (vii) any filings required to be made with the FINRA (including filing fees) and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings in an amount not to exceed $10,000; (viii) the transportation and other expenses incurred by or on behalf of the Issuer in connection with presentations to prospective purchasers of the Securities, including any “roadshow” (and including one half of the cost of all chartered aircraft or other chartered transportation used in connection with any “roadshow”); (ix) the costs and expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Issuer; (x) the fees and expenses of the Purchase Contract Agent in connection with the Purchase Contracts, the Purchase Contract Agreement and the Securities; (xi) the fees and expenses of the Trustees in connection with the Amortizing Notes, the Indenture and the Securities; and (xii) all other costs and expenses incident to the performance by the Issuer of its obligations hereunder. Notwithstanding the forgoing, except as specifically provided in this paragraph (m) and in Section 8 hereof, the Underwriters shall pay their own costs and expenses in connection with presentations for prospective purchasers of the Securities including the transportation and other expenses incurred by or on behalf of the Underwriters in connection with presentations to prospective purchasers of the Securities, including any “roadshow” (and including one half of the cost of all chartered aircraft or other chartered transportation used in connection with any “roadshow”), and the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

(n)The Issuer will use the proceeds from the sale of the Securities in the manner described in the Disclosure Package and the Prospectuses under the caption “Use of Proceeds.”

(o)The Issuer agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Issuer that, unless it has or shall have obtained, as the case may be, the prior written consent of the Issuer, it has not made and will not make any offer relating to the Securities that would constitute, or otherwise use, refer to or distribute, an Issuer Free

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Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Issuer with the Commission or retained by the Issuer under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show, each furnished to the Representatives before first use. Any such free writing prospectus consented to by the Representatives or the Issuer is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Each Underwriter, severally and not jointly, represents and agrees that it is not subject to any pending proceeding under Section 8A of the Act with respect to the offering (and will promptly notify the Issuer if any such proceeding against it is initiated during the period a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities).

(p)[Reserved].

(q)The Issuer agrees with each of the Underwriters to make all payments under this Agreement without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever imposed by Canada (or any other jurisdiction where the Issuer is located or doing business) or by any department, agency or other political subdivision or taxing authority thereof (“Foreign Taxes”), unless the Issuer is required by law to deduct or withhold such taxes, duties or charges. In that event, the Issuer shall pay such additional amounts as may be necessary in order that the net amounts received by the Underwriters after such withholding or deduction will equal the amounts that would have been received if no withholding or deduction for Foreign Taxes had been made, except that no such additional amounts shall be paid to the extent that such Foreign Taxes (i) would not have been imposed (or would have been imposed at a reduced rate) but for any past, present or future connection of an Underwriter with the taxing jurisdiction under which such Foreign Taxes are imposed other than the mere entering into of this Agreement or receipt of payments hereunder, (ii) would not have been imposed (or would have been imposed at a reduced rate) but for the failure of an Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the taxing jurisdiction of such Underwriter, if such compliance is timely requested by the Issuer, or (iii) are imposed in respect of services rendered in Canada by such Underwriter. The Issuer will promptly notify the Representatives if the Issuer ceases to be a Foreign Private Issuer at any time prior to the later of (i) completion of the distribution of Securities within the meaning of the Act and (ii) completion of the 180-day restricted period referred to in Section 6(i) hereof.

(r)The Issuer will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and

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penalties, on the sale of the Securities to the Underwriters and on the execution and delivery of the Transaction Documents.

(s)The Issuer will prepare a final term sheet, containing a description of final terms of the Securities, the offering thereof and the Concurrent Offering, in the form approved by the Representatives and attached as Schedule IV hereto, and will file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule.

(t)The Issuer will reserve and keep available at all times, free of preemptive rights, the maximum number of Issuable SV Shares issuable under the Purchase Contract Agreement (calculated assuming settlement of the Purchase Contracts at the “maximum settlement rate,” as such term is defined in the Prospectuses).

(u)The Issuer will not, between the date hereof and the Closing Date, do or authorize any act or thing that would result in an adjustment of the settlement rates of the Purchase Contracts.

(v)The Issuer will use its reasonable best efforts to cause the listing of the Issuable SV Shares on the NYSE and the TSX.  The Issuer will use its reasonable best efforts to cause the listing of the Securities on the NYSE. The Issuer will use its commercially reasonable efforts to maintain the listing of the Securities on the NYSE and the listing of the Issuable SV Shares on the NYSE and the TSX for so long as the Securities are outstanding and the SV Shares are listed on the NYSE.

7.Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy in all respects) of the representations and warranties of the Issuer contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Issuer made in any certificates pursuant to the provisions hereof, to the performance by the Issuer in all material respects of its obligations hereunder and to the following additional conditions:

(a)The U.S. Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b) and in accordance with Section 6(a) hereof; any material required to be filed by the Issuer pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Canadian Supplemented Prospectus shall have been filed with the Canadian Securities Commissions in accordance with Section 6(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act shall have been instituted or threatened; no order having the effect of ceasing or suspending the distribution of the Securities or the use of the Canadian Preliminary Prospectus, the Canadian Prospectus or the Canadian Supplemented Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by any

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Canadian Securities Commission or the TSX; and all requests for additional information on the part of the Commission or any Canadian Securities Commission shall have been complied with to the reasonable satisfaction of the Representatives.

(b)(i)The Issuer shall have requested and caused Simpson Thacher & Bartlett LLP, U.S. counsel for the Issuer, to furnish to the Representatives an opinion letter and a negative assurance letter, each dated the Closing Date and in form and substance reasonably satisfactory to the Representatives.

(ii)The Issuer shall have requested and caused Stikeman Elliott LLP, Canadian counsel for the Issuer, to furnish to the Representatives an opinion letter dated the Closing Date and in form and substance reasonably satisfactory to the Representatives.

(c)(i)The Representatives shall have received from Davis Polk & Wardwell LLP, U.S. counsel for the Underwriters, an opinion letter and negative assurance letter, each dated the Closing Date and addressed to the Representatives and in form and substance reasonably satisfactory to the Representatives.

(ii)The Representatives shall have received from Davies Ward Phillips & Vineberg LLP, Canadian counsel for the Underwriters, an opinion letter dated the Closing Date and addressed to the Representatives and in form and substance reasonably satisfactory to the Representatives.

(d)The Issuer shall have furnished to the Underwriters a certificate of the Issuer, signed by (x) the chairman, chief executive officer, president or vice president and (y) the chief financial officer, treasurer or principal financial or accounting officer of the Issuer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Prospectuses, any amendment or supplement thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that:

(i)the representations and warranties of the Issuer in this Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy in all respects) at the Execution Time, on the Closing Date and on any settlement date pursuant to Section 4 hereof and the Issuer has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date;

(ii)since the date of the most recent financial statements included in the Disclosure Package and the Prospectuses (exclusive of any supplement thereto), there has been no Material Adverse Change, except as set forth in or contemplated in the Disclosure Package and the Prospectuses (exclusive of any supplement thereto); and

(iii)no stop order suspending the effectiveness of the Registration Statement, no order having the effect of ceasing or suspending the distribution of the Securities or the use of the Canadian Preliminary Prospectus, the Canadian Prospectus or the

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Canadian Supplemented Prospectus, no other notice objecting to their use has been issued and no proceedings for that purpose or pursuant to Section 8A under the Act have been instituted or, to the Issuer’s knowledge, threatened.

(e)[Reserved].

(f)At the Execution Time and at the Closing Date, the Issuer shall have furnished to the Representatives a certificate from the chief financial officer of the Issuer, dated such dates, in form and substance reasonably satisfactory to the Representatives, certifying the accuracy of certain financial information contained in the Disclosure Package and the Prospectuses.

(g)At the Execution Time and at the Closing Date, the Issuer shall have requested and caused each of the GFL Auditors and Waste Auditors to furnish to the Underwriters a “comfort letter,” dated as of the Execution Time, and a bring-down “comfort letter,” dated as of Closing Date, respectively, in form and substance reasonably satisfactory to the Representatives, confirming that they are independent registered public accountants with respect to the Issuer and Waste Industries, respectively within the meaning of the Exchange Act and, with respect to the GFL Auditors, within the meaning of the rules of the Public Company Accounting Oversight Board and confirming certain matters with respect to the audited and unaudited financial statements and other financial and accounting information of the Issuer or Waste Industries, as applicable, contained in the Disclosure Package and the Prospectuses, including any supplement thereto at the date of the applicable letter.

(h)Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package and the Prospectuses (exclusive of any amendment or supplement thereto), there shall not have been any change or development involving a prospective change, in the condition (financial or otherwise), business, management or results of operations of the Issuer and its Subsidiaries, taken as a whole, and after giving effect to the Transaction, except as set forth in the Disclosure Package and the Prospectuses (exclusive of any supplement thereto), the effect of which is, or would reasonably be expected to become, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectuses (exclusive of any amendment or supplement thereto).

(i)On or after the Execution Time, (A) no downgrading shall have occurred in the rating accorded the Issuer’s debt securities or guaranteed by the Issuer or any of its Subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the Exchange Act and (B) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to possible negative implications, its rating of any of the Issuer’s debt securities (other than an announcement with positive implications of a possible upgrading).

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(j)On the Closing Date, the SV Shares and Issuable SV Shares shall have been approved for listing and admitted and authorized for trading on the NYSE, subject only to official notice of issuance and the SV Shares have been duly listed and posted for trading on the Toronto Stock Exchange (the “TSX”).

(k)At or prior to the Execution Time, the Issuer shall have furnished to the Representatives a letter addressed to the Representatives substantially in the form of Exhibit A hereto from each executive officer, director and securityholder of the Issuer listed on Exhibit A-1 hereto, provided, for the avoidance of doubt, that the executed letters delivered by the Issuer in connection with the Concurrent Offering satisfy the requirements of this Section 7(k).

(l)On or prior to the Closing Date, the transactions contemplated by the IPO Conversion shall have occurred and shall have been consummated substantially as described in the Disclosure Package and the Prospectuses.

(m)Prior to the Closing Date, the Issuer shall have taken all action reasonably required to be taken by it to have the Securities declared eligible for clearance and settlement through DTC.

(n)On or prior to the Closing Date, the Issuer shall have issued one or more notices of repayment as may be necessary to effect the Debt Repayment.

(o)The Issuer, the Purchase Contract Agent and the Trustees shall have executed and delivered the Purchase Contract Agreement and the Underwriters shall have received copies, conformed as executed, thereof.

(p)The Issuer and the Trustees shall have executed and delivered each of the Base Indenture and the Supplemental Indenture and the Underwriters shall have received copies, conformed as executed, thereof.

(q)On the Closing Date, the Securities shall have been approved for listing and admitted and authorized for trading on the NYSE, subject only to official notice of issuance.

(r)The closing of the Concurrent Offering shall have occurred prior to or simultaneously with the closing of the offering of the Units pursuant to this Agreement; provided that the obligation of the Issuer to consummate the issuance and sale of the Firm Securities to the Underwriters shall also be subject to such condition.

The documents required to be delivered by this Section 7 will be available for inspection at the office of Davis Polk & Wardwell LLP, at 450 Lexington Avenue, New York, New York 10017, on the Business Day prior to the Closing Date.

8.Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because of any termination pursuant to Section 11 hereof or because of any refusal, inability or failure on the part of

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the Issuer to perform any agreement herein or to comply with any provision hereof other than by reason of a default by any of the Underwriters, including as described in Section 11 hereof, the Issuer will reimburse the Underwriters severally through the Representatives on behalf of the Underwriters on demand for all out-of-pocket expenses approved in writing by the Representatives (including reasonable fees and disbursements of Davis Polk & Wardwell LLP and Davies Ward Phillips & Vineberg LLP) that shall have been reasonably incurred and documented by them in connection with the proposed purchase and sale of the Securities, but the Issuer shall then be under no further liability to any Underwriter except as provided in Sections 6 and 9 hereof.

9.Indemnification and Contribution.

(a)The Issuer agrees to indemnify and hold harmless each Underwriter, the directors, officers, selling agents and Affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act, other U.S. federal or U.S. state statutory law or regulation or Canadian Securities Laws, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or the Disclosure Package, or the U.S. Prospectus or any Issuer Free Writing Prospectus or any bona fide electronic road show as defined in Rule 433(h) under the Act (a “road show”) or in any amendment thereof or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) a misrepresentation or alleged misrepresentation (as that term is defined under applicable Canadian Securities Laws) contained in the Canadian Preliminary Prospectus, the Canadian Prospectus or any amendment or supplement thereto (including for greater certainty the Canadian Supplemented Prospectus), and agrees (subject to the limitations set forth in the provisos to this sentence) to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission or misrepresentation or alleged misrepresentation (as that term is defined under applicable Canadian Securities Laws) made therein in reliance upon and in conformity with the Underwriter Information (as defined below). This indemnity agreement will be in addition to any liability that the Issuer may otherwise have. The Issuer shall not be liable under this Section 9 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuer, as applicable, which consent shall not be unreasonably withheld.

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(b)Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Issuer, each person, if any, who controls (within the meaning of either the Act or the Exchange Act) the Issuer, each of the directors of the Issuer who signs the Registration Statement or Canadian Prospectus and each of the officers of the Issuer who signs the Registration Statement or Canadian Prospectus, to the same extent as the foregoing indemnity from the Issuer to each Underwriter referred to in Section 9(a) above, but only with reference to written information relating to such Underwriter furnished to the Issuer by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in Section 9(a) above, it being agreed and understood that the only such information furnished by any Underwriter consists of the information disclosed as such in this paragraph (b). This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Issuer acknowledges that the statements in the U.S. Preliminary Prospectus, Canadian Preliminary Prospectus, Canadian Prospectus and the U.S. Prospectus set forth in the sixth, tenth, eleventh and twelfth paragraphs under the heading “Underwriting (Conflicts of Interest)” (collectively, the “Underwriter Information”), constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any registration statement, U.S. Preliminary Prospectus, Canadian Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus or any Issuer Free Writing Prospectus or any road show.

(c)Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraphs (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses) and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) or (b) above, except as provided in paragraph (d) below. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses

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available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified persons. Any such separate firm for any Underwriters, its Affiliates, directors, selling agents and officers and any control persons of such Underwriters shall be designated in writing by [·], and any such separate firm for the Issuer and any control persons, officers or directors of the Issuer shall be designated in writing by the Issuer. In the event that any Underwriter, its Affiliates, directors, selling agents and officers or any control persons of such Underwriter are indemnified persons collectively entitled, in connection with a proceeding in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 9(c), and any such Underwriter, its Affiliates, directors, selling agents and officers or any control persons of such Underwriter cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such indemnified persons shall be designated in writing by [·]. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim, action suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d)In the event that the indemnity provided in paragraph (a) or (b) of this Section 9 is unavailable to or insufficient to hold harmless an indemnified party for any reason (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to this subsection or subsection (a) or (b) above, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), the Issuer and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively “Losses”) to which the Issuer and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuer on the one hand and by the Underwriters on the other from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason or not permitted by applicable law, the Issuer and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuer on the one hand and of the Underwriters on the other in connection with the statements or omissions that resulted in such Losses, as well

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as any other relevant equitable considerations. Benefits received by the Issuer shall be deemed to be equal to the total net proceeds from the offering of the Securities (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by them, in each case as set forth on the cover page of the U.S. Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuer on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission and any other equitable considerations appropriate in the circumstances. The Issuer and the Underwriters agree that it would not be just and equitable if the amount of such contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), in no event shall any Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective purchase obligations hereunder and not joint. For purposes of this Section 9, each person, if any, who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuer within the meaning of either the Act or the Exchange Act, each officer of the Issuer who shall have signed the Registration Statement and each director of the Issuer who signs the Registration Statement or Canadian Prospectus shall have the same rights to contribution as the Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

(e)BC Partners Securities, LLC (“BCP Securities”)  (the “Non-Canadian Underwriter”) will only offer and sell Securities outside of Canada and will not, directly or indirectly, solicit offers to purchase or sell Securities in Canada. Provided that the Non-Canadian Underwriter has not terminated and cancelled its obligations to the Issuer in accordance with this Agreement, the Non-Canadian Underwriter agrees that, if any losses, claims, damages or liabilities, joint or several (collectively, “Claims”), are suffered by an indemnified party as contemplated in this Section 9 (and such Claims did not include the Non-Canadian Underwriter on the basis that the Non-Canadian Underwriter did not sign the underwriters’ certificate to the Canadian Prospectus or the Canadian Supplemented Prospectus) under Section 130 of the Securities Act (Ontario) or the equivalent provisions of Canadian Securities Laws in other Canadian Qualifying Jurisdictions based upon a misrepresentation or alleged misrepresentation (as defined in Canadian Securities Laws) in the Canadian Prospectus or Canadian Supplemented Prospectus, and such indemnified party is determined by a court of competent jurisdiction

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or other Governmental Authority in a final judgment or decision from which no appeal can be made to be liable pursuant to such laws in respect of such Claims and such indemnified party does pay such Claims (the “Liability Amount”), then the Non-Canadian Underwriter shall indemnify such indemnified party from and against the Liability Amount for the Non-Canadian Underwriter’s pro rata share of such Liability Amount, on the basis of and assuming that the Non-Canadian Underwriter had signed the underwriters’ certificate to the Canadian Prospectus or the Canadian Supplemented Prospectus, but only to the extent of its underwriting obligations under Schedule I hereto. The Non-Canadian Underwriter shall further indemnify such indemnified party, without regard to the final outcome of any such Claims, for the Non-Canadian Underwriter’s pro rata share of any legal and other expenses reasonably incurred and paid by such indemnified party in connection with the investigation or defense of any such Claims (the “Indemnified Expenses”). For the purposes of determining the aggregate amount that the Non-Canadian Underwriter is obligated to indemnify all other indemnified parties, “pro rata” will be based on the percentage of Underwritten Securities set forth opposite the name of the Non-Canadian Underwriter in Schedule I hereto as compared to the total number of Underwritten Securities. For the avoidance of doubt, the maximum aggregate amount which the Non-Canadian Underwriter is required to indemnify the other indemnified parties under this Section 9(e) shall be the lesser of (i) [·]% of the total of the Liability Amount and Indemnified Expenses and (ii) the total public offering price of the Underwritten Securities and Optional Securities the Non-Canadian Underwriter is required to place or purchase under Schedule I hereto. The amount payable by the Non-Canadian Underwriter to the indemnified parties pursuant to this Section 9(e) shall be reduced to the extent that the Non-Canadian Underwriter is required to pay damages directly to plaintiffs under Canadian Securities Laws in connection with the Claim or Claims that are the subject matter of the indemnification being sought. Further, the Non-Canadian Underwriter will only be required to make payment to an indemnified party pursuant to this Section 9(e) if (i) such indemnified party has used reasonable commercial efforts to be reimbursed for the Liability Amount and Indemnified Expenses pursuant to this Section 9 but has not been fully reimbursed and (ii) it has not been determined (either by a court of competent jurisdiction in a final judgment from which no appeal can be made or by acknowledgement of the indemnified party) that the Claim resulting in the Liability Amount and Indemnified Expenses was caused by or resulted from the fraud, fraudulent misrepresentation, gross negligence or willful misconduct of such indemnified party and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made determines, or the indemnified party acknowledges, that such Claim to which such indemnified party is subject was caused by or resulted from the fraud, fraudulent misrepresentation, gross negligence or willful misconduct of such indemnified party then such indemnified party shall promptly reimburse to the Non-Canadian Underwriter any Indemnified Expenses. If any Claim is asserted against any indemnified party that is or may be subject to indemnification under this Section 9(e), the indemnified party will notify the Non-Canadian Underwriter in writing as soon as possible of the particulars of such Claim (but the omission so to notify the Non-Canadian Underwriter of any potential Claim shall not relieve the Non-Canadian Underwriter from any liability which it may have to any indemnified party and any omission so to notify the Non-

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Canadian Underwriter of any actual Claim shall affect the Non-Canadian Underwriter’s liability only to the extent that the Non-Canadian Underwriter is actually and materially prejudiced by that failure). The Non-Canadian Underwriter agrees that to the extent the Non-Canadian Underwriter is not a party to such Claim the other Underwriters will be entitled to conduct the defense of any such action or proceeding brought to enforce such Claim, and the Non-Canadian Underwriter’s liability hereunder shall not be reduced in any way based upon the conduct of such defense unless the indemnified parties are determined to be grossly negligent (by a court of competent jurisdiction in a final judgment from which no appeal can be made) in conducting such defense. The Underwriters shall provide the Non-Canadian Underwriter with notice of any material developments in the action or proceeding.

10.Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I hereto, the Issuer shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Issuer shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Issuer. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Issuer or counsel for the Representatives are necessary in the Registration Statement, Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer or any nondefaulting Underwriter for damages occasioned by its default hereunder.

11.Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Issuer prior to delivery of and payment for the Securities, if at any time prior to such time (i) there shall have occurred, since the time of execution of this Agreement or since the respective dates as of which information is given in the Disclosure Package or the Prospectuses, any change, or development involving a prospective change, in the condition (financial or otherwise), business or results of operations of the Issuer and its Subsidiaries, taken as a whole and giving pro forma effect to the Transaction contemplated by this Agreement, except as set

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forth in the Disclosure Package and the Prospectuses (exclusive of any supplement thereto), the effect of which is, or would reasonably be expected to become, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated in the Disclosure Package and the Prospectuses (exclusive of any supplement thereto); (ii) trading in the SV Shares or the Securities shall have been suspended by the Commission, any Canadian Securities Commission, the NYSE or the TSX or trading in any securities generally on the NYSE or TSX shall have been suspended or materially limited; (iii) there has been a general moratorium on commercial banking activities in the United States or Canada declared by the relevant authorities, or a material disruption in commercial banking or securities settlement or clearance services in the United States or Canada; or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States or Canada of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the judgment of the Representatives, impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated in the Disclosure Package and the Prospectuses (exclusive of any supplement thereto).

12.Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuer or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Issuer or any of the indemnified persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

13.Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk, with a copy to Shane Tintle, Davis Polk & Wardwell LLP at 450 Lexington Avenue, New York, New York 10017 (fax: (212) 450-6862); or, if sent to the Issuer, will be mailed or delivered to GFL Environmental Inc. at 100 New Park Place, Suite 500, Vaughan, Ontario L4K 0H9, Attention: Patrick Dovigi (416) 673-9385, with a copy to Ryan Bekkerus, Simpson Thacher & Bartlett LLP at 425 Lexington Avenue, New York, New York (fax no.: (212) 455-2502) and Jeffrey M. Singer, Stikeman Elliott LLP at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9 (fax no.: (416) 947-0866). The Issuer shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives.

14.Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Section 9 hereof and their respective successors and no other person will have any right or obligation hereunder. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

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15.Each of CIBC World Markets Inc. and National Bank of Canada Financial Inc., or an affiliate thereof, may own or control an equity interest in the TMX Group Limited (the “TMX Group”) and has a nominee director serving on the TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

16.Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.

17.Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Issuer, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

18.No Fiduciary Duty. The Issuer hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Issuer and (c) the Issuer’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Issuer agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Issuer on related or other matters). The Issuer agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, including, for the avoidance of doubt, with respect to any legal, tax, investment, accounting or regulatory matters, or owe an agency, fiduciary or similar duty to the Issuer, in connection with such transaction or the process leading thereto.

19.Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Underwriters, or any of them, with respect to the subject matter hereof.

20.Waiver of Jury Trial. THE ISSUER AND EACH OF THE UNDERWRITERS 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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21.The Issuer hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Issuer waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment.  The Issuer irrevocably appoints Corporate Creations Network Inc., 3411 Silverside Road, Tatnall Building, Suite 104, Wilmington, DE 19810, upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Issuer by the person serving the same to the address provided in this Section 21, shall be deemed in every respect effective service of process upon the Issuer in any such suit or proceeding. The Issuer hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Issuer further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date of this Agreement.

22.The Issuer agrees to indemnify each Underwriter, its directors, officers, affiliates, selling agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Issuer and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

23.To the extent that the Issuer has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) Canada, or any political subdivision thereof, (ii) the United States or the State of New York, or (iii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to itself or its respective property and assets or this Agreement, the Issuer hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

24.Counterparts. This Agreement may be signed in one or more counterparts (which may be delivered in original form, facsimile or “pdf” file thereof), each of which

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when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

25.Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

26.Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D. “Agreement” shall mean this underwriting agreement.

“Agreement,” “hereto,” “herein,” “hereby,” “hereunder,” “hereof,” and similar expressions refer to this Agreement and not to any particular section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which commercial banking institutions or trust companies are authorized or required by law to close in New York City or Toronto, Ontario.

“Canadian Representative” shall mean any of BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. or Scotia Capital Inc.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the U.S. Preliminary Prospectus that is generally distributed to investors and used to offer the Securities, (ii) the Issuer Free Writing Prospectuses, if any, and any other information identified in Schedule II hereto, and (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean [•] p.m. on [•], 2020.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

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“GAAP” means Canadian generally accepted accounting principles, which for the Issuer is International Financial Reporting Standards, as issued by the International Accounting Standards Board.

“GFL Auditors” means Deloitte LLP, the auditors for the Issuer.

“Governmental Authority” means any government, parliament, legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature, or any court or (without limitation to the foregoing) any other Law, regulation or rule-making entity (including, without limitation, any stock exchange, securities regulatory authority, central bank, fiscal or monetary authority or authority regulating banks), having jurisdiction in the relevant circumstances.

“Hazardous Materials” means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Investor Rights Agreements” shall mean the investor rights agreements between the Issuer and each of the Dovigi Group, BC Partners, Ontario Teachers’ and GIC (each as defined in the Registration Statement and the Canadian Prospectus) to be dated the date of Closing.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Law” means any and all applicable laws, including all federal, provincial, territorial, state and local statutes, codes, ordinances, decrees, rules, regulations and municipal by-laws and all judicial, arbitral, administrative, ministerial, or regulatory judgments, orders, directives, decisions, rulings or awards of any Governmental Authority, all having the force of law, binding on or affecting the Person referred to in the context in which the term is used.

“Lien” means any mortgage, lien (statutory or otherwise), pledge, charge, security interest or encumbrance upon or with respect to any property of any kind, whether or not filed, recorded or otherwise perfected under applicable Law, including any conditional sale or other title retention agreement.

“Material Adverse Effect” or “Material Adverse Change” means any effect, change, event or occurrence that, alone or in conjunction with any other or others, is reasonably expected to have a materially adverse effect, or reasonably be expected to have a prospective material adverse effect, on the condition (financial or otherwise), business or results of operations of the

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Issuer and its Subsidiaries, taken as a whole after giving effect to the Transaction contemplated by this Agreement;

“NI 51-102” means National Instrument 51-102 — Continuous Disclosure Obligations.

“NYSE” means the New York Stock Exchange.

“Person” means any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

“Registration Rights Agreement” shall mean the third amended and restated registration rights agreement between the Issuer and certain shareholders to be dated the date of Closing.

“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430A, as amended at the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430A” and “Rule 433” refer to such rules under the Act.

“Rule 430A Information” shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A.

“Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

“TSX” shall mean the Toronto Stock Exchange.

“Subsidiary” has the meaning set forth in Rule 405 under the Act.

“U.S. Preliminary Prospectus” shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information.

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“U.S. Prospectus” shall mean the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time.

“U.S. Representative” shall mean either of Goldman Sachs & Co. LLC or J.P. Morgan Securities LLC.

“Waste Auditors” means PricewaterhouseCoopers LLP, the auditors for Wrangler Buyer LLC (dba Waste Industries USA) and its consolidated Subsidiaries (“Waste Industries”).

27.Recognition of the U.S. Special Resolution Regimes.

(a)In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 27:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as the term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-

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Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Issuer and the several Underwriters.

Very truly yours,

GFL Environmental Inc.

By:

Name:

Title:

[Signature Page to Underwriting Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

J.P. Morgan Securities LLC

BMO Nesbitt Burns Inc.

Goldman Sachs & Co. LLC

RBC Dominion Securities Inc.

Scotia Capital Inc.

By: J.P. Morgan Securities LLC

By:

Name:

Title:

By: BMO Nesbitt Burns Inc.

By:

Name:

Title:

By: Goldman Sachs & Co. LLC

By:

Name:

Title:

By: RBC Dominion Securities Inc.

By:

Name:

Title:

By: Scotia Capital Inc.

By:

Name:

Title:

For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement.

[Signature Page to the Underwriting Agreement]

SCHEDULE I

Underwriters	Number of Underwritten Securities to be Purchased from the Issuer
J.P. Morgan Securities LLC
BMO Nesbitt Burns Inc.
Goldman Sachs & Co. LLC
RBC Dominion Securities Inc.
Scotia Capital Inc.
Barclays Capital Canada Inc.
BC Partners Securities LLC
Raymond James & Associates Inc.
Stifel, Nicolaus & Company, Incorporated
TD Securities Inc.
BofA Securities, Inc.
CIBC World Markets Inc.
HSBC Securities (USA) Inc.
National Bank of Canada Financial Inc.
Total	14,000,000

SCHEDULE II

Schedule of Free Writing Prospectuses included in the Disclosure Package

·Media Free Writing Prospectus dated September 6, 2019

·Free Writing Prospectus dated November 1, 2019

·Final Term Sheet, dated as of the date hereof, prepared and filed pursuant to Section 6(s) of the Agreement, in the form attached hereto as Schedule IV

·[·]

SCHEDULE III

Subsidiaries of the Issuer

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SUBSIDIARIES

ENTITY	JURISDICTIONS OF INCORPORATION OR FORMATION
1877984 Ontario Inc.	Ontario
E-Spread AG Ltd.	Alberta
Accuworx Inc.	Ontario
276286 Alberta Inc.	Alberta
Foundation Diagnostic Systems Ltd.	Ontario
Deep-Bauer Foundations Inc.	Ontario
2191660 Ontario Inc.	Ontario
GFL Infrastructure Group Inc.	Ontario
Mid Canada Environmental Services Ltd.	Manitoba
Water X Industrial Services Ltd.	Manitoba
GFL Maritimes Inc.	Ontario
Tottenham Airfield Corporation Inc.	Ontario
1248544 Ontario Ltd.	Ontario
9382-3177 Québec Inc.	Quebec
Mount Albert Pit Inc.	Ontario
2481638 Ontario Inc.	Ontario
GFL Environmental Inc. 2019	Ontario
Optimum Environmental Corp.	Ontario
Smithrite Equipment Painting & Repair Ltd.	British Columbia
Baldwin Pontiac LLC	Michigan
GFL North Michigan Landfill, LLC	Michigan
GFL Environmental USA Inc.	Delaware
GFL Environmental USA Roll-Off Inc.	Delaware
GFL Environmental Recycling Services LLC	Delaware
GFL Environmental Real Property, Inc.	Delaware
GFL Environmental Holdings (US), Inc.	Delaware
GFL Holdco (US), LLC	Delaware

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ENTITY	JURISDICTIONS OF INCORPORATION OR FORMATION
GFL Environmental Services USA, Inc.	Delaware
GFL Earth Services, Inc.	Delaware
Wrangler Super Holdco Corp.	Delaware
Wrangler Holdco Corp.	Delaware
Wrangler Intermediate LLC	Delaware
Wrangler Buyer LLC	Delaware
Wrangler Finance Corp.	Delaware
Waste Industries USA, LLC	North Carolina
Alpine Holdings, Inc.	Colorado
Alpine Disposal, Inc.	Colorado
Alpine Equipment Holding, LLC	Colorado
Alpine Equipment Finance, LLC	Colorado
Five Part Development, LLC	Colorado
Mountain States Packaging, LLC	Colorado
Black Creek Renewable Energy, LLC	North Carolina
ETC of Georgia, LLC	Georgia
Haw River LandCo, LLC	North Carolina
L&L Disposal, LLC	Delaware
Lakeway LandCo, LLC	Delaware
Lakeway Sanitation & Recycling C&D, LLC	Delaware
Lakeway Sanitation & Recycling MSW, LLC	Delaware
Laurens County Landfill, LLC	North Carolina
Ponderosa Landco, LLC	North Carolina
Red Rock Disposal, LLC	North Carolina
S&S Enterprises of Mississippi, LLC	Delaware
Safeguard Landfill Management, LLC	Georgia
Sampson County Disposal, LLC	North Carolina
Southeastern Disposal, LLC	Delaware
TransWaste Services, LLC	Georgia

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ENTITY	JURISDICTIONS OF INCORPORATION OR FORMATION
Waste Industries Renewable Energy, LLC	North Carolina
Wake County Disposal, LLC	North Carolina
Wake Reclamation, LLC	North Carolina
Waste Industries Atlanta, LLC	Delaware
Waste Industries of Delaware, LLC	Delaware
Waste Industries of Maryland, LLC	Delaware
Waste Industries of Mississippi, LLC	Delaware
Waste Industries of Pennsylvania, LLC	Delaware
Waste Industries of TN, LLC	Delaware
Waste Industries, LLC	North Carolina
Waste Services of Decatur, LLC	North Carolina
WI Burnt Poplar Transfer, LLC	North Carolina
WI High Point Landfill, LLC	North Carolina
WI Shiloh Landfill, LLC	Delaware
WI Taylor County Disposal, LLC	Delaware
Wimberly Hill, LLC	Georgia
Wilmington LandCo, LLC	North Carolina
Bestway Recycling, Inc.	Colorado
Coastal Ladies Carting, Inc.	North Carolina
Duplin County Disposal, LLC	North Carolina
Soil Safe Acquisition Corp.	Delaware
SSH Acquisition, Inc.	Delaware
Soil Safe, Inc.	Delaware
Soil Safe of California, Inc.	Delaware
North Andrews Employment Park, LLC	Maryland
South Andrews Employment Park, LLC	Maryland
Mattawoman Development LLC	Maryland
Urban Resource Inc.	Ontario
Urban Polymers Inc.	Ontario

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ENTITY	JURISDICTIONS OF INCORPORATION OR FORMATION
All Waste Removal Inc.	Ontario
Eco Wood Products Ltd.	Ontario
445158 Ontario Inc.	Ontario
Canada Fibers Ltd.	Ontario
HGC Management Inc.	Ontario
Canada Fibers Manitoba Ltd.	Manitoba
Prestige Paper Products Inc.	Ontario
YESS Management Inc.	Ontario
Doggerel Holdings (GP) Inc.	Ontario
Doggerel Investments (LP) Inc.	Ontario
Dongara Pellet Factory Inc.	Ontario
Dongara Pellet Plant LP	Ontario
Roc, Co. Management Inc.	Ontario
Windsor Disposal Services Limited	Ontario
WDS Inc.	Ontario
Windsor Waste Management Inc.	Ontario

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SCHEDULE IV

Pricing Term Sheet

EXHIBIT A

Form of Lock-Up Agreement

GFL Environmental Inc.

Public Offering of Subordinate Voting Shares

, 2020

J.P. Morgan Securities LLC

Goldman Sachs & Co. LLC

BMO Nesbitt Burns Inc.
RBC Dominion Securities Inc.

Scotia Capital Inc.

As Representatives of the several Underwriters,

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282

BMO Nesbitt Burns Inc.

c/o BMO Capital Markets

100 King Street West, 4th Floor

Toronto, ON M5X 1H3

c/o RBC Dominion Securities Inc.,
200 Bay Street, Suite 400, South Tower
Toronto, ON M5J 2W7

c/o Scotia Capital Inc.

40 King Street West

Toronto, Ontario, M5H 3Y2

Ladies and Gentlemen:

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between GFL Environmental Inc., a corporation existing under the laws of the Province of Ontario (the “Company”), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of subordinate voting shares, no par value, of the Company

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(the “Offering”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of a majority of the Representatives consisting of at least one Canadian Representative and one U.S. Representative (the “Releasing Representatives”), offer, sell, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the United States Securities and Exchange Commission (the “SEC”), or a prospectus with any securities commission or securities regulatory authority in any province or territory of Canada (collectively, the “Canadian Securities Commissions”), in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or any successor act, and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any shares in the capital of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such shares (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until 180 days after the date of the Underwriting Agreement (the “lock-up period”). The undersigned acknowledges and agrees that the foregoing precludes it from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any Shares or Related Securities, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than yourself.

The foregoing restrictions shall not apply:

(i)to the transfer of Shares or Related Securities by gift, or by will or intestate succession to an immediate family member or to a trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned and/or an immediate family member;

(ii)if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to (1) transfers of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (2) distributions of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the undersigned;

(iii)if the undersigned is a trust, to transfers to the beneficiary of such trust;

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(iv)to transfers to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by or under common control or management with the undersigned;

(v)to transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv);

(vi)to transfers to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase Shares granted by the Company pursuant to any employee benefit plans or arrangements described in or filed as an exhibit to the registration statement and base PREP prospectus with respect to the Offering, where any Shares received by the undersigned upon any such exercise will be subject to the terms of this letter agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements described in or filed as an exhibit to the registration statement and base PREP prospectus with respect to the Offering, in each case on a “cashless” or “net exercise” basis, where any Shares received by the undersigned upon any such exercise or vesting will be subject to the terms of this letter agreement; provided that any public filing in connection with such transfer shall indicate, to the extent permitted by Section 16(a) of the Exchange Act and the related rules and regulations and National Instrument 55-104 — Insider Reporting Requirements and Exemptions, the reason for such disposition and that such transfer of Shares was solely to the Company;

(vii)to transfers pursuant to an order of a court or regulatory agency (for purposes of this letter agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction); provided that any public filing in connection with such transfer shall indicate, to the extent permitted by Section 16(a) of the Exchange Act and the related rules and regulations and National Instrument 55-104 — Insider Reporting Requirements and Exemptions, that such transfer is pursuant to an order of a court or regulatory agency;

(viii)to transfers of Shares or Related Securities to the Company pursuant to the call provisions of existing employment agreements and equity grant documents; provided that any public filing in connection with such transfer shall indicate, to the extent permitted by Section 16(a) of the Exchange Act and the related rules and regulations, the reason for such disposition and that such transfer of Shares or Related Securities was solely to the Company;

(ix)to transfers from an officer to the Company upon death, disability or pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company in connection with the termination of employment, in each case, of such officer;

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(x)to transfers of Shares acquired in open-market transactions after the completion of the Offering;

(xi)to transfers in response to a bona fide third party take-over bid, tender offer, merger, amalgamation, arrangement, consolidation or other similar transaction made to or with all holders of Securities involving a “change of control” (as defined below) of the Company occurring after the consummation of the Offering, that has been approved by the board of directors of the Company, provided that in the event that the take-over bid, tender offer, merger, amalgamation, arrangement, consolidation or other such transaction is not completed, the undersigned’s Shares shall remain subject to the terms of this agreement. For purposes of this clause (xi), “change of control” means the consummation of any bona fide third party take-over bid, tender offer, merger, amalgamation, arrangement, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

(xii)to the establishment of any contract, instruction or written plan meeting the requirements of Rule 10b5-1 under the Exchange Act that does not provide for the transfer of Shares during the lock-up period; and

(xiii)the pledge or hypothecation, or other granting of a security interest in, Shares or Related Securities to one or more banks or financial institutions as collateral or security pursuant to margin lending arrangements described in the registration statement and base PREP prospectus with respect to the Offering by the undersigned or any of its directors or any indirect subsidiaries and any subsequent transfers of such Shares or Related Securities; provided, that the documentation relating to any such margin lending arrangement shall provide that the lenders shall not foreclose or otherwise transfer the Shares or Related Securities provided as collateral or security during the lock-up period.

Provided, further, that:

A.in the case of any transfer or distribution pursuant to clauses (i) through (v) above, it shall be a condition to such transfer that each transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to a majority of the Representatives consisting of at least one Canadian representative and one U.S. Representative, stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to sell or offer to sell such Shares and/or Related Securities, engage in any swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto);

B.in the case of any transfer or distribution pursuant to clauses (i) through (v), (ix), (x) and (xii) above, prior to the expiration of the lock-up period, (A) no voluntary public filing by any party (donor, donee, transferor or transferee), or other voluntary public announcement reporting a reduction in beneficial ownership of Shares

59

shall be required or shall be made voluntarily in connection with such transfer or distribution; and (B) any filing by any party (donor, donee, transferor or transferee) that is required under the Exchange Act in connection with such transfer, disposition or distribution shall include a statement describing the transaction, disposition or distribution was made; and

C.if the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the offering.

If the undersigned is an officer or director of the Company, (i) the Releasing Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares, the Releasing Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.

Any release or waiver granted by the Releasing Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

Nothing in this letter agreement shall prevent the undersigned from making a demand for, or exercising any right with respect to, the registration of the undersigned’s Shares, except for any such demand or any such exercise that is publicly disclosed (or required to be publicly disclosed) by the undersigned or any of its controlled affiliates prior to the expiration of this letter agreement; provided that in no event shall the Company be obligated to take an action in violation of Section 5(i) of the Underwriting Agreement.

If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated.

If the Releasing Representatives waive or terminate any of the foregoing restrictions in connection with a transfer of Shares or Related Securities, with respect to any of the Shares or Related Securities of any Major Holder (as defined below) (a “Triggering Release”), the provisions of this letter agreement shall be waived or terminated, as applicable, to the same extent and on the same terms with respect to the same pro rata percentage of Shares or Related Securities of the undersigned as the percentage of Shares or Related Securities being released in the Triggering Release represent with respect to the securities held by the applicable Major Holder. Notwithstanding the foregoing, no waiver or termination will constitute a Triggering Release, if (i) the aggregate number of Shares or Related Securities affected by all such

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discretionary releases, waivers, or terminations, in whole or in part to any and all Major Holders (whether in one or multiple releases), is less than or equal to 1.0% of the fully-diluted capitalization of the Company as measured immediately prior to the consummation of the Offering, (ii) the release is effective solely to permit a transfer not involving a disposition for value (not otherwise permitted by this letter agreement) and the transferee agrees in writing to be bound by the same terms described in this letter agreement, or (iii) such waiver or termination, in full or in part, is in connection with any underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of Shares or Related Securities during the Lock-up Period (a “Follow-on Offering”); provided that the undersigned, to the extent the undersigned has a contractual right to demand or require the registration of the undersigned’s Shares or Related Securities or otherwise “piggyback” on a registration statement filed by the Company for the offer and sale of its Shares, (a) shall be offered the opportunity to participate on a pro rata basis consistent with such contractual rights in such Follow-on Offering and on pricing terms that are no less favorable than the terms of the Follow-on Offering or (b) such contractual rights are waived pursuant to the terms thereof; and in the event any underwriters make the determination to cut back the number of securities to be sold by stockholders in the Follow-on Offering, such cut back shall be on a basis consistent with such contractual rights. For purposes of determining record or beneficial ownership of a stockholder, all Shares or Related Securities held by investment funds or trusts affiliated with such stockholder shall be aggregated. For purposes of this letter agreement, each of the following persons is a “Major Holder”: each (x) officer named in the Prospectus, (y) director named in the Prospectus, or (z) record or beneficial owner of 1.0% or more of the Shares prior to the Offering (calculated on an as-converted, fully-diluted basis and as of the close of business on the date set forth on the final prospectus used to sell the Shares).

For the purposes of this letter agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

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This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Yours very truly,

Name:

Title:

Address:

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EXHIBIT A-1

List of Lock-Up Parties

2015 Irrevocable Trust for Scott Poole and Descendants

2015 Irrevocable Trust for Ven Poole and Descendants

Adam Gray

Alek Orloff

AP Mezzanine Partners III, L.P.

Arun Nayar

BCEC-GFL Holdings (Guernsey) L.P.

Blake Sumler

Bret Hildebrand

Christian Dover

Dino Chiesa

Edward Glavina

Elizabeth Joy Grahek

Greg Yorston

Jackalope Limited, LLC

Jim W. Perry

Josaud Holdings Inc.

Lisa D. Inman

Luke Pelosi

Magny Cours Investment Pte Ltd.

Mark Bouldin

Mezzanine Partners III, L.P.

Michael T. Ingle

Mindy Gilbert

Moreno Street Direct Lending Fund, L.P.

MP III Offshore Equity Investments, L.P.

OTPP Environmental Services Trust

Paolo Notarnicola

Patrick Dovigi

Philip Kiernel

PointNorth Capital (PNG) LP.

Point North Capital (O) L.P.

Raymond Svider

Sejosa Holdings Inc.

Shahir Guindi

Steven A. Lempera as Trustee

Thomas Kiernel

Ven Poole

Wrangler Co-Invest, L.P.

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EXHIBIT B

Form of Press Release

GFL Environmental Inc.

[Date]

GFL Environmental Inc. (the “Issuer”) announced today that [·], as lead book-running managers in the recent public sale of [·] tangible equity units of the Issuer, are [waiving] [releasing] a lock-up restriction with respect to [·] subordinate voting shares held by [certain officers or directors] [an officer or director] of the Issuer. The [waiver] [release] will take effect on [·], 201[·], and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

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ADDENDUM

Form of Waiver of Lock-up

GFL Environmental Inc.
Public Offering of Tangible Equity Units

[·], 20[·]

[Name and Address of
Officer or Director
Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by GFL Environmental Inc. (the “Issuer”) of [·] tangible equity units of the Issuer and the lock-up letter dated [·], 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [·], 20[·], with respect to [·] subordinate voting shares (the “Shares”).

[·] hereby agree[s] to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [·], 20[·]; provided, however, that such [waiver] [release] is conditioned on the Issuer announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Issuer of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Yours very truly,

[·]

cc: Company

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EX-3.2

Exhibit 3.2

GFL ENVIRONMENTAL INC.

BY-LAW NO. 1

ARTICLE 1
INTERPRETATION

Section 1.1Definitions.

As used in this by-law, the following terms have the following meanings:

“Act” means the Business Corporations Act (Ontario) and the regulations under the Act, all as amended, re-enacted or replaced from time to time.

“Authorized Signatory” has the meaning specified in Section 2.2.

“Company” means GFL Environmental Inc.

“person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental or regulatory entity, and pronouns have a similarly extended meaning.

“recorded address” means (i) in the case of a shareholder or other securityholder, the shareholder’s or securityholder’s latest address as shown in the records of the Company, (ii) in the case of joint shareholders or other joint securityholders, the address appearing in the records of the Company in respect of the joint holding or, if there is more than one address in respect of the joint holding, the first address that appears, and (iii) in the case of a director, officer or auditor, the person’s latest address as shown in the records of the Company or, if applicable, the last notice filed with the Director under the Act, whichever is the most recent.

“show of hands” means, in connection with a meeting, a show of hands by persons present at the meeting, the functional equivalent of a show of hands by telephonic or electronic means and any combination of such methods.

Terms used in this by-law that are defined in the Act have the meanings given to such terms in the Act.

Section 1.2Interpretation.

The division of this by-law into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect its interpretation.  Words importing the singular number include the plural and vice versa.  Any reference in this by-law to gender includes all genders.  In this by-law the words “including”, “includes” and “include” means “including (or includes or include) without limitation”.

Section 1.3Subject to Act and Articles.

This by-law is subject to, and should be read in conjunction with, the Act and the articles of the Company.  If there is any conflict or inconsistency between any provision of the Act or the articles and any provision of this by-law, the provision of the Act or the articles will govern.

ARTICLE 2
BUSINESS OF THE COMPANY

Section 2.1Financial Year.

The financial year of the Company ends on such date of each year as the directors determine from time to time.

Section 2.2Execution of Instruments and Voting Rights.

Contracts, documents and instruments may be signed on behalf of the Company, either manually or by electronic means, (i) by any one director or officer, or (ii) by any other person authorized by the directors from time to time (each Person referred to in (i) and (ii) is an “Authorized Signatory”).  Voting rights for securities held by the Company may be exercised on behalf of the Company by any one Authorized Signatory.  In addition, the directors may, from time to time, authorize any person or persons (i) to sign contracts, documents and instruments generally on behalf of the Company or to sign specific contracts, documents or instruments on behalf of the Company and (ii) to exercise voting rights for securities held by the Company generally or to exercise voting rights for specific securities held by the Company.  Any Authorized Signatory, or other person authorized to sign any contract, document or instrument on behalf of the Company, may affix the corporate seal, if any, to any contract, document or instrument when required.

As used in this Section, the phrase “contracts, documents and instruments” means any and all kinds of contracts, documents and instruments in written or electronic form, including cheques, drafts, orders, guarantees, notes, acceptances and bills of exchange, deeds, mortgages, hypothecs, charges, conveyances, transfers, assignments, powers of attorney, agreements, proxies, releases, receipts, discharges and certificates and all other paper writings or electronic writings.

Section 2.3Banking Arrangements.

The banking and borrowing business of the Company or any part of it may be transacted with such banks, trust companies or other firms or corporations as the directors determine from time to time.  All such banking and borrowing business or any part of it may be transacted on the Company’s behalf under the agreements, instructions and delegations, and by the one or more officers and other persons, that the directors authorize from time to time.  This paragraph does not limit in any way the authority granted under Section 2.2.

ARTICLE 3
DIRECTORS

Section 3.1Place of Meetings.

Any or all meetings of directors may be held at any place in or outside Canada.

Section 3.2Calling of Meetings.

The chair of the board, the lead director (if any), the president, the chief executive officer, the corporate secretary or any one or more directors may call a meeting of the directors at any time.  Meetings of directors will be held at the time and place as the person(s) calling the meeting determine.

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Section 3.3Regular Meetings.

The directors may establish regular meetings of directors.  Any resolution establishing such meetings will specify the dates, times and places of the regular meetings and will be sent to each director.

Section 3.4Notice of Meeting.

Subject to this section, notice of the time and place of each meeting of directors will be given to each director not less than 24 hours before the time of the meeting.  No notice of meeting is required for any regularly scheduled meeting except where the Act requires the notice to specify the purpose of, or the business to be transacted at, the meeting.  Provided a quorum of directors is present, a meeting of directors may be held, without notice, immediately following the annual meeting of shareholders.

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any person, or any error in any notice not affecting the substance of the notice, does not invalidate any resolution passed or any action taken at the meeting.

Section 3.5Waiver of Notice.

A director may waive notice of a meeting of directors, any irregularity in a notice of meeting of directors or any irregularity in a meeting of directors.  Such waiver may be given in any manner and may be given at any time either before or after the meeting to which the waiver relates.  Waiver of any notice of a meeting of directors cures any irregularity in the notice, any default in the giving of the notice and any default in the timeliness of the notice.

Section 3.6Quorum.

A majority of the number of directors in office or such greater or lesser number as the directors may determine from time to time, constitutes a quorum at any meeting of the directors.  A quorum may not be less than two-fifths of the number of directors or minimum number of directors, as the case may be. Where the Company has fewer than three directors, all directors must be present at any meeting of directors to constitute a quorum.  Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

Section 3.7Meeting by Telephonic, Electronic or Other Communication Facility.

If all the directors of the Company present at or participating in a meeting of directors consent, a director may participate in such meeting by means of a telephonic, electronic or other communication facility.  A director participating in a meeting by such means is deemed to be present at the meeting.  Any consent is effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the directors.

Section 3.8Chair.

The chair of any meeting of directors is the first mentioned of the following officers that is a director and is present at the meeting:

(a)the chair of the board;

(b)the lead director, if any; or

(c)the president.

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If no such person is present at the meeting, the directors present shall choose one of their number to chair the meeting.

Section 3.9Secretary.

The corporate secretary, if any, will act as secretary at meetings of directors.  If a corporate secretary has not been appointed or the corporate secretary is absent, the chair of the meeting will appoint a person, who need not be a director, to act as secretary of the meeting.

Section 3.10Votes to Govern.

At all meetings of directors, every question shall be decided by a majority of the votes cast.  In case of an equality of votes, the chair of the meeting is not entitled to a second or casting vote.

Section 3.11Remuneration and Expenses.

The directors may determine from time to time the remuneration, if any, to be paid to a director for his or her services as a director.  The directors are also entitled to be reimbursed for travelling and other out-of-pocket expenses properly incurred by them in attending directors meetings, committee meetings and shareholders meetings and in the performance of other duties of directors of the Company.  The directors may also award additional remuneration to any director undertaking special services on the Company’s behalf beyond the services ordinarily required of a director by the Company.

A director may be employed by or provide services to the Company otherwise than as a director.  Such a director may receive remuneration for such employment or services in addition to any remuneration paid to the director for his or her services as a director.

ARTICLE 4
COMMITTEES

Section 4.1Committees of Directors.

The directors may appoint from their number one or more committees and delegate to such committees any of the powers of the directors except those powers that, under the Act, a committee of directors has no authority to exercise.

Section 4.2Proceedings.

Meetings of committees of directors may be held at any place in or outside Canada.  At all meetings of committees, every question shall be decided by a majority of the votes cast on the question. Unless otherwise determined by the directors, each committee of directors may make, amend or repeal rules and procedures to regulate its meetings including: (i) fixing its quorum, provided that quorum may not be less than a majority of its members; (ii) procedures for calling meetings; (iii) requirements for providing notice of meetings; (iv) selecting a chair for a meeting; and (v) determining whether the chair will have a deciding vote in the event there is an equality of votes cast on a question.

Subject to a committee of directors establishing rules and procedures to regulate its meetings, Section 3.1 to Section 3.10 inclusive apply to committees of directors, with such changes as are necessary.

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ARTICLE 5
OFFICERS

Section 5.1Appointment of Officers.

The directors may appoint such officers of the Company as they deem appropriate from time to time.  The officers may include any of a chair of the board, a president, a chief executive officer, one or more vice-presidents, a chief financial officer, a corporate secretary and a treasurer and one or more assistants to any of the appointed officers.  No person may be the chair of the board unless that person is a director.

Section 5.2Powers and Duties.

Unless the directors determine otherwise, an officer has all powers and authority that are incident to his or her office.  An officer will have such other powers, authority, functions and duties that are prescribed or delegated, from time to time, by the directors, or by other officers if authorized to do so by the directors.  The directors or authorized officers may, from time to time, vary, add to or limit the powers and duties of any officer.

Section 5.3Chair of the Board.

If appointed, the chair of the board will preside at directors meetings and shareholders meetings in accordance with Section 3.8 and Section 7.9, respectively.  The chair of the board will have such other powers and duties as the directors determine.

Section 5.4President.

If appointed, the president of the Company will have general powers and duties of supervision of the business and affairs of the Company.  The president will have such other powers and duties as the directors determine.  Subject to Section 3.9 and Section 7.9, during the absence or disability of the corporate secretary or the treasurer, or if no corporate secretary or treasurer has been appointed, the president will also have the powers and duties of the office of corporate secretary and treasurer, as the case may be.

Section 5.5Corporate Secretary.

If appointed, the corporate secretary will have the following powers and duties: (i) the corporate secretary will give or cause to be given, as and when instructed, notices required to be given to shareholders, directors, officers, auditors and members of committees of directors; (ii) the corporate secretary may attend and be the secretary of meetings of directors, shareholders, and committees of directors and will have the minutes of all proceedings at such meetings entered in the books and records kept for that purpose; and (iii) the corporate secretary will be the custodian of any corporate seal of the Company and the books, papers, records, documents, and instruments belonging to the Company, except when another officer or agent has been appointed for that purpose.  The corporate secretary will have such other powers and duties as the directors or the president of the Company determine.

Section 5.6Treasurer.

If appointed, the treasurer of the Company will have the following powers and duties: (i) the treasurer will ensure that the Company prepares and maintains adequate accounting records in compliance with the Act; (ii) the treasurer will also be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Company; and (iii) at the request of the directors, the treasurer will render an account of the Company’s

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financial transactions and of the financial position of the Company.  The treasurer will have such other powers and duties as the directors or the president of the Company determine.

Section 5.7Removal of Officers.

The directors may remove an officer from office at any time, with or without cause.  Such removal is without prejudice to the officer’s rights under any employment contract with the Company.

ARTICLE 6
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

Section 6.1Limitation of Liability.

Subject to the Act and other applicable law, no director or officer is liable for: (i) the acts, omissions, receipts, failures, neglects or defaults of any other director, officer or employee; (ii) joining in any receipt or other act for conformity; (iii) any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company; (iv) the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested; (v) any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Company shall be deposited; or (vi) any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation to his office.

Section 6.2Indemnity.

The Company will indemnify to the fullest extent permitted by the Act (i) any director or officer of the Company, (ii) any former director or officer of the Company, (iii) any individual who acts or acted at the Company’s request as a director or officer, or in a similar capacity, of another entity, and (iv) their respective heirs and legal representatives.  The Company is authorized to execute agreements in favour of any of the foregoing persons evidencing the terms of the indemnity.  Nothing in this by-law limits the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

Section 6.3Insurance.

The Company may purchase and maintain insurance for the benefit of any person referred to in Section 6.2 against such liabilities and in such amounts as the directors may determine and as are permitted by the Act.

ARTICLE 7
SHAREHOLDERS

Section 7.1Calling Annual and Special Meetings.

The board of directors (by way of a resolution passed at a meeting where there is a quorum of directors or by way of written resolution signed by all directors) have the power to call annual meetings of shareholders and special meetings of shareholders.  Two or more of the directors, the chair of the board or the president may also call meetings of shareholders provided that the business to be transacted at such meeting has been approved by the board. Annual meetings of shareholders and special meetings of shareholders will be held

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on the date and at the time and place in or outside Canada as the person(s) calling the meeting determine.

Section 7.2Electronic Meetings.

Meetings of shareholders may be held by telephonic or electronic means.  A shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting is deemed for the purposes of the Act to be present at the meeting.  The directors may establish procedures regarding the holding of meetings of shareholders by such means.

Section 7.3Notice of Meetings.

The time period to provide notice of the time and place of a meeting of shareholders is not less than twenty-one (21) days and not more than fifty (50) days before the meeting.

The accidental omission to give notice of any meeting of shareholders to, or the non-receipt of any notice by, any person, or any error in any notice not affecting the substance of the notice, does not invalidate any resolution passed or any action taken at the meeting.

Section 7.4Waiver of Notice.

A shareholder, a proxyholder, a director or the auditor and any other person entitled to attend a meeting of shareholders may waive notice of a meeting of shareholders, any irregularity in a notice of meeting of shareholders or any irregularity in a meeting of shareholders.  Such waiver may be given in any manner and may be given at any time either before or after the meeting to which the waiver relates.  Waiver of any notice of a meeting of shareholders cures any irregularity in the notice, any default in the giving of the notice and any default in the timeliness of the notice.

Section 7.5Representatives.

A representative of a shareholder that is a body corporate or an association will be recognized if (i) a certified copy of the resolution of the directors or governing body of the body corporate or association, or a certified copy of an extract from the by-laws of the body corporate or association, authorizing the representative to represent the body corporate or association is deposited with the Company, or (ii) the authorization of the representative is established in another manner that is satisfactory to the corporate secretary or the chair of the meeting.

Section 7.6Persons Entitled to be Present.

The only persons entitled to be present at a meeting of shareholders are those persons entitled to vote at the meeting, the directors, the officers, the auditor of the Company and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting.  Any other person may be admitted with the consent of the chair of the meeting or the persons present who are entitled to vote at the meeting.

Section 7.7Quorum.

A quorum of shareholders is present at a meeting of shareholders if two holders of not less than 25% of the votes attaching to the outstanding shares entitled to vote at the meeting are present in person or represented by proxy.

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Section 7.8Proxies.

A proxy shall comply with the applicable requirements of the Act and other applicable law and will be in such form as the directors may approve from time to time or such other form as may be acceptable to the chair of the meeting at which the instrument of proxy is to be used.  A proxy will be acted on only if it is deposited with the Company or its agent prior to the time specified in the notice calling the meeting at which the proxy is to be used or it is deposited with the corporate secretary, a scrutineer or the chair of the meeting or any adjournment of the meeting prior to the time of voting.

Section 7.9Chair, Secretary and Scrutineers.

The chair of any meeting of shareholders is the first mentioned of the following officers that is present at the meeting:

(a)the chair of the board;

(b)the lead director, if any; or

(c)the president.

If no such person is present at the meeting, the persons present who are entitled to vote shall choose a director who is present, or a shareholder who is present, to chair the meeting.

The corporate secretary, if any, will act as secretary at meetings of shareholders.  If a corporate secretary has not been appointed or the corporate secretary is absent, the chair of the meeting will appoint a person, who need not be a shareholder, to act as secretary of the meeting.

If desired, the chair of the meeting may appoint one or more persons, who need not be shareholders, to act as scrutineers at any meeting of shareholders.  The scrutineers will assist in determining the number of shares held by persons entitled to vote who are present at the meeting and the existence of a quorum.  The scrutineers will also receive, count and tabulate ballots and assist in determining the result of a vote by ballot, and do such acts as are necessary to conduct the vote in an equitable manner.  The decision of a majority of the scrutineers shall be conclusive and binding upon the meeting and a declaration or certificate of the scrutineers shall be conclusive evidence of the facts declared or stated in it.

Section 7.10Procedure.

The chair of a meeting of shareholders will conduct the meeting and determine the procedure to be followed at the meeting.  The chair’s decision on all matters or things, including any questions regarding the validity or invalidity of a form of proxy or other instrument appointing a proxy, is conclusive and binding upon the meeting of shareholders.

Section 7.11Manner of Voting.

Subject to the Act and other applicable law, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot on the question is required or demanded.  Subject to the Act and other applicable law, the chair of the meeting may require a ballot or any person who is present and entitled to vote may demand a ballot on any question at a meeting of shareholders.  The requirement or demand for a ballot may be made either before or after any vote on the question by a show of hands.  A ballot will be

8

taken in the manner the chair of the meeting directs.  A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot.  The result of such ballot shall be the decision of the shareholders upon the question.

In the case of a vote by a show of hands, each person present who is entitled to vote has one vote.  If a ballot is taken, each person present who is entitled to vote is entitled to the number of votes that are attached to the shares which such person is entitled to vote at the meeting.

Section 7.12Votes to Govern.

Any question at a meeting of shareholders shall be decided by a majority of the votes cast on the question unless the articles, the by-laws, the Act or other applicable law requires otherwise.  In case of an equality of votes either when the vote is by a show of hands or when the vote is by a ballot, the chair of the meeting is not entitled to a second or casting vote.

Section 7.13Adjournment.

The chair of any meeting of shareholders may, with the consent of the persons present who are entitled to vote at the meeting, adjourn the meeting from time to time and place to place, subject to such conditions as such persons may decide.  Any adjourned meeting is duly constituted if held in accordance with the terms of the adjournment and a quorum is present at the adjourned meeting.  Any business may be considered and transacted at any adjourned meeting which might have been considered and transacted at the original meeting of shareholders.

ARTICLE 8
SECURITIES

Section 8.1Form of Security Certificates.

Subject to the Act, security certificates, if required, will be in the form that the directors approve from time to time or that the Company adopts.

Section 8.2Transfer of Shares.

No transfer of a security issued by the Company will be registered except upon (i) presentation of the security certificate representing the security with an endorsement which complies with the Act, together with such reasonable assurance that the endorsement is genuine and effective as the directors may require, (ii) payment of all applicable taxes and fees and (iii) compliance with the articles of the Company.  If no security certificate has been issued by the Company in respect of a security issued by the Company, clause (i) above may be satisfied by presentation of a duly executed security transfer power, together with such reasonable assurance that the security transfer power is genuine and effective as the directors may require.

Section 8.3Transfer Agents and Registrars.

The Company may from time to time appoint one or more agents to maintain, for each class or series of securities issued by it in registered or other form, a central securities register and one or more branch securities registers.  Such an agent may be designated as transfer agent or registrar according to their functions and one person may be designated

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both registrar and transfer agent.  The Company may at any time terminate such appointment.

ARTICLE 9
PAYMENTS

Section 9.1Payments of Dividends and Other Distributions.

Any dividend or other distribution payable in cash to shareholders will be paid by cheque or by electronic means or by such other method as the directors may determine.  The payment will be made to or to the order of each registered holder of shares in respect of which the payment is to be made.  Cheques will be sent to the registered holder’s recorded address, unless the holder otherwise directs.  In the case of joint holders, the payment will be made to the order of all such joint holders and, if applicable, sent to them at their recorded address, unless such joint holders otherwise direct.  The sending of the cheque or the sending of the payment by electronic means or the sending of the payment by a method determined by the directors in an amount equal to the dividend or other distribution to be paid less any tax that the Company is required to withhold will satisfy and discharge the liability for the payment, unless payment is not made upon presentation, if applicable.

Section 9.2Non-Receipt of Payment.

In the event of non-receipt of any payment made as contemplated by Section 9.1 by the person to whom it is sent, the Company may issue re-payment to such person for a like amount.  The directors may determine, whether generally or in any particular case, the terms on which any re-payment may be made, including terms as to indemnity, reimbursement of expenses, and evidence of non-receipt and of title.

Section 9.3Unclaimed Dividends.

To the extent permitted by law, any dividend or other distribution that remains unclaimed after a period of 2 years from the date on which the dividend has been declared to be payable is forfeited and will revert to the Company.

ARTICLE 10
MISCELLANEOUS

Section 10.1Notices.

Any notice, communication or document required to be given, delivered or sent by the Company to any director, officer, shareholder or auditor is sufficiently given, delivered or sent if delivered personally, or if delivered to the person’s recorded address, or if mailed to the person at the person’s recorded address by prepaid mail, or if otherwise communicated by electronic means permitted by the Act.  The directors may establish procedures to give, deliver or send a notice, communication or document to any director, officer, shareholder or auditor by any means of communication permitted by the Act or other applicable law.  In addition, any notice, communication or document may be delivered by the Company in the form of an electronic document.

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Section 10.2Notice to Joint Holders.

If two or more persons are registered as joint holders of any security, any notice may be addressed to all such joint holders but notice addressed to one of them constitutes sufficient notice to all of them.

Section 10.3Computation of Time.

In computing the date when notice must be given when a specified number of days’ notice of any meeting or other event is required, the date of giving the notice is excluded and the date of the meeting or other event is included.

Section 10.4Persons Entitled by Death or Operation of Law.

Every person who, by operation of law, transfer, death of a securityholder or any other means whatsoever, becomes entitled to any security, is bound by every notice in respect of such security which has been given to the securityholder from whom the person derives title to such security.  Such notices may have been given before or after the happening of the event upon which they became entitled to the security.

ARTICLE 11
EFFECTIVE DATE

Section 11.1Effective Date.

This by-law comes into force when made by the directors in accordance with the Act.

This by-law was made by resolution of the directors and confirmed by ordinary resolution of the shareholders on                       , 2020.

Authorized Signatory

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EX-4.7

Exhibit 4.7

EXECUTION VERSION

GFL ENVIRONMENTAL INC.

5.125% Senior Secured Notes due 2026

INDENTURE

Dated as of December 16, 2019

Computershare Trust Company, N.A., as Trustee and Notes Collateral Agent

TABLE OF CONTENTS

		PAGE
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.1.	Definitions	1
Section 1.2.	Other Definitions	58
Section 1.3.	Rules of Construction	60
ARTICLE II THE NOTES		61
Section 2.1.	Form and Dating	61
Section 2.2.	Execution and Authentication	62
Section 2.3.	Registrar and Paying Agent	63
Section 2.4.	Paying Agent to Hold Money in Trust	63
Section 2.5.	Holder Lists	64
Section 2.6.	Transfer and Exchange	64
Section 2.7.	Replacement Notes	78
Section 2.8.	Outstanding Notes	78
Section 2.9.	Temporary Notes	79
Section 2.10.	Cancellation	79
Section 2.11.	Defaulted Interest	79
Section 2.12.	CUSIP Numbers	80
Section 2.13.	Calculations	80
ARTICLE III REDEMPTION		80
Section 3.1.	Notices to Trustee	80
Section 3.2.	Selection of Notes to Be Redeemed	80
Section 3.3.	Notice of Redemption	81
Section 3.4.	Effect of Notice of Redemption	82
Section 3.5.	Deposit of Redemption Price	82
Section 3.6.	Notes Redeemed in Part	83
Section 3.7.	Optional Redemption	83
Section 3.8.	Tax Redemption	84

Section 3.9.	Mandatory Redemption	85
ARTICLE IV COVENANTS		85
Section 4.1.	Payment of Notes	85
Section 4.2.	Reports	85
Section 4.3.	Incurrence of Indebtedness and Issuance of Disqualified Stock	87
Section 4.4.	Restricted Payments	93
Section 4.5.	Liens	100
Section 4.6.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	101
Section 4.7.	Asset Sales	103
Section 4.8.	Transactions With Affiliates	108
Section 4.9.	Issuance of Note Guarantees	110
Section 4.10.	Designation of Restricted and Unrestricted Subsidiaries	111
Section 4.11.	Change of Control	112
Section 4.12.	Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Notes	115
Section 4.13.	Appointment to Fill a Vacancy in the Office of Trustee	115
Section 4.14.	Provision as to Paying Agent	116
Section 4.15.	Maintenance of Corporate Existence	117
Section 4.16.	[Reserved]	117
Section 4.17.	Compliance Certificate	117
Section 4.18.	Taxes	117
Section 4.19.	Stay, Extension and Usury Laws	117
Section 4.20.	Covenant Suspension	118
Section 4.21.	Additional Amounts	119
Section 4.22.	After-Acquired Property	122
ARTICLE V SUCCESSOR COMPANY		123
Section 5.1.	Amalgamation, Merger, Consolidation or Sale of Assets	123
Section 5.2.	Successor Substituted	125

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ARTICLE VI DEFAULTS AND REMEDIES		126
Section 6.1.	Events of Default	126
Section 6.2.	Acceleration of Maturity; Rescission and Annulment	128
Section 6.3.	Other Remedies	129
Section 6.4.	Waiver of Past Defaults	129
Section 6.5.	Control by Majority	129
Section 6.6.	Limitation on Suits	129
Section 6.7.	Rights of Holders to Receive Payment	130
Section 6.8.	Collection Suit by Trustee	130
Section 6.9.	Trustee May File Proofs of Claim	130
Section 6.10.	Priorities	131
Section 6.11.	Undertaking for Costs	131
ARTICLE VII TRUSTEE		131
Section 7.1.	Duties of Trustee	131
Section 7.2.	Rights of Trustee	132
Section 7.3.	Individual Rights of Trustee	133
Section 7.4.	Trustee’s Disclaimer	134
Section 7.5.	Notice of Defaults	134
Section 7.6.	Compensation and Indemnity	134
Section 7.7.	Replacement of Trustee	135
Section 7.8.	Successor Trustee by Merger	136
Section 7.9.	Eligibility; Disqualification	136
Section 7.10.	Preferential Collection of Claims Against Company	137
Section 7.11.	Collateral Documents; First Lien Intercreditor Agreement	137
ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE		137
Section 8.1.	Discharge of Liability on Notes; Defeasance	137
Section 8.2.	Conditions to Defeasance	139
Section 8.3.	Delivery and Application of Trust Money	140
Section 8.4.	Repayment to Company	140
Section 8.5.	Indemnity for Government Securities	141

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Section 8.6.	Reinstatement	141
ARTICLE IX AMENDMENTS		141
Section 9.1.	Without Consent of Holders	141
Section 9.2.	With Consent of Holders	142
Section 9.3.	Revocation and Effect of Consents	144
Section 9.4.	Notation on or Exchange of Notes	144
Section 9.5.	Trustee to Sign Amendments	144
ARTICLE X NOTE GUARANTEES		145
Section 10.1.	Note Guarantees	145
Section 10.2.	Limitation on Liability	146
Section 10.3.	Execution and Delivery of Note Guarantee	147
Section 10.4.	Successors and Assigns	147
Section 10.5.	No Waiver	147
Section 10.6.	Right of Contribution	147
Section 10.7.	No Subrogation	148
Section 10.8.	Benefits Acknowledged	148
Section 10.9.	Modification	148
Section 10.10.	Release of Note Guarantees	148
ARTICLE XI COLLATERAL		149
Section 11.1.	Collateral Documents	149
Section 11.2.	Release of Collateral	150
Section 11.3.	Suits to Protect the Collateral	151
Section 11.4.	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents	152
Section 11.5.	Purchaser Protected	152
Section 11.6.	Powers Exercisable by Receiver or Trustee	152
Section 11.7.	[Reserved]	152
Section 11.8.	Notes Collateral Agent	152

iv

ARTICLE XII MISCELLANEOUS		160
Section 12.1.	Notices	160
Section 12.2.	Communication by Holders with Other Holders	162
Section 12.3.	Certificate and Opinion as to Conditions Precedent	162
Section 12.4.	Statements Required in Certificate or Opinion	162
Section 12.5.	When Notes Disregarded	162
Section 12.6.	Legal Holidays	162
Section 12.7.	Governing Law; Submission to Jurisdiction	163
Section 12.8.	Waiver of Jury Trial	163
Section 12.9.	Force Majeure	163
Section 12.10.	No Personal Liability of Directors, Officers, Employees and Shareholders	164
Section 12.11.	Successors	164
Section 12.12.	Multiple Originals; Counterparts	164
Section 12.13.	Severability	164
Section 12.14.	Table of Contents; Headings	164
Section 12.15.	No Adverse Interpretation of Other Agreements	165
Section 12.16.	Acts of Holders	165
Section 12.17.	Indemnification for Non-U.S. Dollar Currency Judgments	166
Section 12.18.	Interest Act (Canada)	167

EXHIBITS
Exhibit A	Form of Note for the Issuer’s 5.125% Senior Secured Notes due 2026
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to be Delivered by Subsequent Guarantors

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THIS INDENTURE, dated as of December 16, 2019, is among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (“Issuer”), the Guarantors (as defined herein) from time to time party hereto, and Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).

WHEREAS, the Issuer has duly authorized the creation of an issue of US$500,000,000 aggregate principal amount of 5.125% Senior Secured Notes due 2026 (the “Initial Notes”);

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture; and

NOW, THEREFORE, in consideration of the premises and the purchase of the Notes by the Holders (as defined herein), it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE I

Definitions and Incorporation by Reference

Section 1.1.           Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A bearing the Global Note Legend, the Private Placement Legend and (unless such legend is no longer required by the provisions of this Indenture) the Canadian Legend, that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 144A.

“1933 Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“1934 Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“2022 Notes” means the Issuer’s 5.625% Senior Notes due 2022 outstanding as of the Issue Date and issued under the 2022 Notes Indenture.

“2022 Notes Indenture” means the Indenture, dated as of May 12, 2017, among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as the 2022 Notes Trustee.

“2023 Notes” means the Issuer’s 5.375% Senior Notes due 2023 outstanding as of the Issue Date and issued under the 2023 Notes Indenture.

“2023 Notes Indenture” means the Indenture, dated as of February 26, 2018, among the Issuer, the guarantors party thereto and Computershare Trust Company, N .A., as the 2023 Notes Trustee.

“2026 Notes” means the Issuer’s 7.000% Senior Notes due 2026 outstanding as of the Issue Date and issued under the 2026 Notes Indenture.

“2026 Notes Indenture” means the Indenture, dated as of May 14, 2018, among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as the 2026 Notes Trustee.

“2027 Notes” means the Issuer’s 8.500% Senior Notes due 2027 outstanding as of the Issue Date and issued under the 2027 Notes Indenture.

“2027 Notes Indenture” means the Indenture, dated as of April 23, 2019, among the Issuer, the guarantors party thereto and Computershare Trust Company, N .A., as the 2027 Notes Trustee.

“Additional 2026 Notes” means the Issuer’s 7.000% Senior Notes due 2026 offered pursuant to the Offering Memorandum and to be issued on the Issue Date under the 2026 Notes Indenture.

“Additional First Lien Collateral Agent” means the Authorized Representative for the Series of Additional First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Additional First Lien Obligations.

“Additional First Lien Documents” means, with respect to any Additional First Lien Obligations, the notes, indentures, credit agreements, note purchase agreements, security documents and other operative agreements evidencing or governing such Indebtedness and the Liens securing such Indebtedness, including the Additional First Lien Security Documents and each other agreement entered into for the purpose of securing the Additional First Lien Obligations.

“Additional First Lien Obligations” means collectively all amounts owing pursuant to the terms of any Series of Additional Senior Class Debt designated as Additional First Lien Obligations (each such term, as defined in the First Lien Intercreditor Agreement) pursuant to the First Lien Intercreditor Agreement, including, without limitation, the obligation (including guarantee obligations) to pay principal, premium, interest (including interest that accrues after the commencement of a Bankruptcy Case, regardless of whether such interest is an allowed claim under such Bankruptcy Case), letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities, penalties, reimbursements, damages and other amounts payable by a Grantor under any Additional First Lien Document.

“Additional First Lien Secured Party” means the holders of any Additional First Lien Obligations and any Authorized Representative with respect thereto.

“Additional First Lien Security Document” means any collateral agreement, security agreement or any other document now existing or entered into after the date hereof that creates Liens on any assets or properties of any Grantor to secure the Additional First Lien Obligations.

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“Additional Notes” means any Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.2 and 4.3, as part of the same series as the Initial Notes, to the extent outstanding.

“Additional Senior Class Debt” means additional Indebtedness the Issuer may incur pursuant to the First Lien Revolving Credit Agreement, First Lien Term Loan Agreement and this Indenture that is secured on an equal and ratable basis by the Liens securing the First Lien Obligations.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar or Paying Agent, as the case may be.

“Applicable Authorized Representative” means, with respect to any Shared Collateral, (i) until the earlier of (x) the Discharge of First Lien Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the First Lien Revolving Credit Agreement Collateral Agent acting on the written instructions of the Required First Lien Credit Agreement Secured Parties (or, after the Discharge of the First Lien Revolving Credit Agreement Obligations, the First Lien Term Loan Collateral Agent acting on the written instructions of the Required First Lien Term Loan Lenders), (ii) from and after the earlier of (x) the Discharge of First Lien Revolving Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the First Lien Term Loan Collateral Agent acting on the written instructions of the Required First Lien Term Loan Agreement Secured Parties, and (iii) from and after the earlier of (x) the Discharge of First Lien Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative.

“Applicable Premium” means, with respect to any Note on any redemption date, as determined by the Issuer, the greater of:

(1)1.0% of the principal amount of such Note; and

(2)the excess of:

(a)the present value at such redemption date of (i) the redemption price of such Note, on December 15, 2022 (such redemption price being set forth in Section 3.7 on or after December 15, 2022) plus (ii) all required interest payments due on the Note through December 15, 2022 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

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(b)the then outstanding principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear or Clearstream that apply to such transfer or exchange.

“Approved Rating Organization” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the 1934 Act selected by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody’s or S&P, as the case may be.

“Asset Sale” means any of the foregoing:

(1)the sale, lease, conveyance or other disposition of any assets or rights (including the sale by the Issuer or any Restricted Subsidiary of Equity Interests in any of the Issuer’s Subsidiaries, but excluding the sale of directors’ qualifying shares or shares required to be owned by other Persons pursuant to applicable law); and

(2)the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries (but for greater certainty excluding any issuance of Equity Interests by the Issuer).

Notwithstanding the preceding, the following items will be deemed not to be an Asset Sale:

(1)any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $30.0 million;

(2)a sale, lease, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries;

(3)an issuance or sale of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;

(4)any disposition of worn-out, obsolete, retired or otherwise unsuitable or excess assets or equipment or facilities or of assets or equipment no longer used or useful (including intellectual property), in each case, in the ordinary course of business;

(5)the sale, lease, conveyance or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business (including transfers of assets, revenues or liabilities between or among the Issuer and its Restricted Subsidiaries in the ordinary course of business for the Fair Market Value thereof);

(6)the sale or other disposition of cash or Cash Equivalents;

(7)any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, pursuant to Section 5.1;

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(8)any Restricted Payment that does not violate Section 4.4 and any Permitted Investment;

(9)the creation or perfection of a Lien (but not the sale or other disposition of any asset subject to such Lien);

(10)the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(11)dispositions of receivables owing to the Issuer or any of its Restricted Subsidiaries in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings of the account debtor and exclusive of factoring or similar arrangements;

(12)the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business and which do not materially interfere with the business of the Issuer and its Restricted Subsidiaries;

(13)any sale of assets received by the Issuer or any of its Restricted Subsidiaries upon foreclosure of a Lien;

(14)any sale, issuance or other disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(15)a sale, transfer or other disposition of assets by the Issuer or any of its Restricted Subsidiaries in connection with a corporate reorganization that is carried out as a step transaction if:

(a)the step transaction is completed within five Business Days; and

(b)at the completion of the step transaction, such assets are owned by the Issuer or any of its Restricted Subsidiaries; and

(16)sales, conveyances, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell or put/call arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements.

In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, the Issuer, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more of the types of permitted Restricted Payments or Permitted Investments.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, at the time of determination, the present value of the obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including during

5

any period for which such lease has been extended), calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such Sale/Leaseback Transaction results in a Financing Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Financing Lease Obligation.

“Authorized Representative” means, at any time, (i) in the case of any First Lien Revolving Credit Agreement Obligations or the First Lien Revolving Credit Agreement Secured Parties, the First Lien Revolving Credit Agreement Collateral Agent, (ii) in the case of the First Lien Term Loan Obligations or the First Lien Term Loan Secured Parties, the First Lien Term Loan Collateral Agent, (iii) in the case of the Notes Obligations or the Notes Secured Parties, the Notes Collateral Agent and (iv) in the case of any other Series of Additional First Lien Obligations or Additional First Lien Secured Parties that become subject to the Intercreditor Agreement after its execution, the collateral agent (or equivalent) named as authorized representative for such Series in the applicable Joinder Agreement.

“Bankruptcy Law” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), Title 11 of the United States Code, or any other federal, state, provincial or foreign law for the relief of debtors that are insolvent or bankrupt.

“Beneficial Holders” means any person who holds a beneficial interest in Global Notes as shown on the books of the Depositary or a Participant of such Depositary.

“Board of Directors” means:

(1)with respect to a corporation, the board of directors of the corporation (or any duly authorized committee thereof);

(2)with respect to a partnership, the board of directors of the corporation (or the managers or managing members of a limited liability company) that is the general partner or managing partner of the partnership;

(3)with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a copy of a resolution certified by any Officer of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions or trust companies in New York, New York or the Province of Ontario are authorized or required by law to close.

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“Canadian Pledge Agreement” means that certain Canadian Pledge Agreement, dated as of the Issue Date, among the Issuer, the Guarantors that are organized under the laws of Canada or a province thereof and the Notes Collateral Agent, as amended, restated, amended and restated, supplemented or otherwise modified from the time to time.

“Canadian Securities Legislation” means the securities laws of each of the provinces and territories of Canada and the respective regulations, rules, rulings, decisions and orders made thereunder, together with the multilateral or national instruments and notices issued or adopted by the securities commissions or securities regulatory authorities in such provinces or territories.

“Canadian Security Agreement” means the Canadian General Security Agreements, dated as of the Issue Date, among the Issuer, the Guarantors that are organized under the laws of Canada or a province thereof and the Notes Collateral Agent, as amended, restated, amended and restated, supplemented or otherwise modified from the time to time.

“Canadian Subsidiary” means any Subsidiary that is organized under the laws of Canada or any province thereof.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Issuer and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet (excluding the footnotes thereto) of the Issuer and the Restricted Subsidiaries.

“Capital Stock” means:

(1)in the case of a corporation, association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated and whether or not voting) of corporate stock;

(2)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(3)any other interest or participation that confers on a Person rights in, or other equivalents of or interests in, the equity of the issuing Person or otherwise confers the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

but excluding from all of the foregoing any debt securities including debt securities convertible into or exchangeable for Capital Stock, whether or not such debt securities have any right of participation with Capital Stock.

“Captive Insurance Subsidiary” means any Subsidiary of the Issuer that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor and designated as a “Cash Contribution Amount” as

7

described in the definition of Contribution Indebtedness. Any amounts designated as a “Cash Contribution Amount” shall be excluded for purposes of making Restricted Payments under Section 4.4(b) and clauses Section 4.4(c)(2), (12) and (13) of Section 4.4(c).

“Cash Equivalents” means:

(1)Canadian or U.S. dollars, and such other currencies as may be held by the Issuer or the Restricted Subsidiaries from time to time in the ordinary course of business;

(2)securities issued by or directly and fully guaranteed or insured by the federal government of Canada, the U.S., or any member state of the European Union (provided that such member state has a rating of “A” or higher from S&P, “A2” or higher from Moody’s, “A” or higher from Fitch or “A” or higher from DBRS) or any agency or instrumentality thereof (provided that the full faith and credit of the federal government of Canada, the United States or the relevant member state of the European Union is pledged in support of those securities) having maturities of not more than two years from the date of acquisition;

(3)demand accounts, time deposit accounts, bearer deposit notes, certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year, demand and overnight bank deposits and other similar types of investments routinely offered by commercial banks or trust companies, in each case, with any bank or trust company that has a rating of “A” or higher from S&P, “A2” or higher from Moody’s, “A” or higher from Fitch or “A” or higher from DBRS;

(4)repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)commercial paper having a rating of “P-1” from Moody’s, “A-1” or higher from S&P, “F-1” or higher from Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another Approved Rating Organization) or “R-1 (low)” or higher from DBRS and in each case maturing within two years after the date of acquisition;

(6)readily marketable direct obligations issued by a state of the United States or a province of Canada or any political subdivision thereof having a rating of “A” or higher from S&P, “A2” or higher from Moody’s or “A” or higher from Fitch in each case with maturities not exceeding two years from the date of acquisition;

(7)Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated “AAA-” (or the equivalent thereof) or better by S&P or “Aaa3” (or the equivalent thereof) or better by Moody’s or “AAA-” (or the equivalent thereof) or better from Fitch (or, if at any time none of

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Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another Approved Rating Organization); and

(8)money market or investment funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition. In the case of Investments made in a country outside the United States, Cash Equivalents will also include investments of the type and maturity described in clauses (1) through (8) of this definition of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies.

Notwithstanding the foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Obligations” means obligations in respect of cash management services consisting of automated clearing house transactions, controlled disbursement services, treasury, depositary, overdraft and electronic funds transfer services, foreign exchange facilities, currency exchange transactions or agreements and options with respect thereto, credit card processing services, credit or debit cards, purchase cards and any indemnity given in connection with any of the foregoing.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holdco” means any Subsidiary that has no material assets other than Equity Interests in (or Equity and Indebtedness of) one or more Subsidiaries that are CFCs.

“Change of Control” means the occurrence of any of the following events:

(1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of plan of arrangement, merger, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Equity Interests of the Issuer’s Restricted Subsidiaries) of the Issuer and its Restricted Subsidiaries, taken as a whole, to any Person or group of Persons acting jointly or in concert (any such group, a “Group”) other than a Person or Group that is a Permitted Holder; or

(2)the consummation of any transaction (including, without limitation, any plan of arrangement, merger, amalgamation or consolidation) the result of which is that any Person or Group (other than a Person or Group that is a Permitted Holder) beneficially owns, directly or indirectly, more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares.

For purposes of this definition, (i) a beneficial owner of a security includes any Person or Group who, directly or indirectly, through any contract, arrangement, understanding,

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relationship, or otherwise has or shares: (A) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (B) investment power, which includes the power to dispose of, or to direct the disposition of, such security; (ii) a Person or Group shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement; and (iii) to the extent that one or more regulatory approvals are required for any of the transactions or circumstances described in clauses (1) or (2) above to become effective under applicable law and such approvals have not been received before such transactions or circumstances have occurred, such transactions or circumstances shall be deemed to have occurred at the time such approvals have been obtained and become effective under applicable law.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect beneficial owners of the Voting Stock of such holding company immediately following that transaction are substantially the same as the beneficial owners of the Voting Stock of the Issuer immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearance agency.

“Collateral Agents” mean, collectively, the Notes Collateral Agent, the First Lien Term Loan Collateral Agent, the First Lien Revolving Credit Agreement Collateral Agent and any Additional First Lien Collateral Agent.

“Collateral” means all of the assets and property of the Issuer or any Guarantor, whether real, personal or mixed or the subject matter of Liens granted under the Collateral Documents securing or purported to secure any Notes Obligations, other than the Excluded Assets.

“Collateral Documents” means collectively, the Intercreditor Agreements, the U.S. Security Agreement, the Canadian Security Agreement, the U.S. Pledge Agreement, the Canadian Pledge Agreement, the Intellectual Property Security Agreements, the Mortgages (if any), the Deed of Hypothec, dated on or after the Issue Date, between the Notes Collateral Agent and the Issuer, each of the mortgages, debentures, charges, collateral assignments, security agreements, pledge agreements or other similar agreements relating to the Collateral and the Mortgages and instruments filed and recorded in appropriate jurisdictions to preserve and protect the Liens on the Collateral (including, without limitation, financing statements under the Uniform Commercial Code of the relevant states and PPSA of the applicable provinces) applicable to the Collateral, each for the benefit of the Notes Collateral Agent, each as amended, amended and restated, modified, renewed or replaced from time to time.

“Collateral Requirement” means, at any time, the requirement that:

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(a)           the Notes Collateral Agent shall have received each Collateral Document required to be delivered (i) on the Issue Date pursuant to the terms of this Indenture or (ii) on such other dates as required pursuant to Sections 4.22 or Section 11.1 or the Collateral Documents, duly executed by the Issuer and each Guarantor party thereto;

(b)           the Notes Obligations shall have been secured by a first-priority security interest (subject to Liens permitted by Section 4.5) in (i) all Equity Interests of each Restricted Subsidiary that is a Wholly Owned Canadian Subsidiary or U.S. Subsidiary (other than any such Subsidiary (x) that is an Immaterial Subsidiary, or (y) described in the following clause (ii)(B)) directly owned by the Issuer or any Guarantor and (ii) 65% of the issued and outstanding voting Equity Interests (and 100% of the issued and outstanding non-voting Equity Interests) of, (A) each Restricted Subsidiary that is a CFC and is directly owned by the Issuer or any Guarantor and (B) each Restricted Subsidiary that is a CFC Holdco (in the case of clauses (A) and (B), other than a Subsidiary that is an Immaterial Subsidiary);

(c)           except to the extent otherwise provided hereunder or under any Collateral Document, and subject to Liens permitted by Section 4.5 or under any Collateral Document, the Notes Obligations shall have been secured by a valid and perfected security interest in substantially all tangible and intangible assets of the Issuer and each Guarantor (including accounts receivable, inventory, equipment, investment property, contract rights, registered intellectual property (including applications for registered intellectual property, but excluding any “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d), or an “Amendment to Allege Use” pursuant to Section 1(c), of the Lanham Act, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal Laws), other general intangibles, and solely to the extent required by Section 4.22, Mortgages on Material Real Property and, in each case, proceeds of the foregoing), in each case, with the priority required by the Collateral Documents (to the extent such security interest may be perfected by delivering certificated securities and or debt instruments, filing any Mortgages in the appropriate filing or land registry office of the county or municipality where the respective mortgaged property is located, filing financing statements under the Uniform Commercial Code or PPSA or making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office or the Canadian Intellectual Property Office); and

(e)           the Notes Collateral Agent shall have received counterparts of a Mortgage and other documentation required to be delivered, with respect to each Material Real Property, if any, pursuant to Section 4.22.

The foregoing definition shall not require, and the Collateral Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to, any Excluded Assets. The Notes Collateral Agent may grant extensions of time for the perfection of security interests in or the delivery of the Mortgages and the obtaining of title insurance, surveys and abstracts with respect to particular assets and the delivery of assets (including extensions beyond the Issue Date for the perfection of security interests in the assets

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of the Issuer and Guarantors) where it reasonably determines, in consultation with the Issuer, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Indenture or the Collateral Documents; provided that the Notes Collateral Agent shall be deemed to have made such a reasonable determination if such a determination has already been made by either the First Lien Revolving Credit Agreement Collateral Agent or the First Lien Term Loan Collateral Agent (with respect to the First Lien Revolving Credit Agreement or the First Lien Term Loan Credit Agreement, respectively).

Notwithstanding anything to the contrary, there shall be no requirement for (and no default or event of default under the Collateral Documents shall arise out of the lack of) (A) actions in, or required by the Laws of, any jurisdiction other than the United States (or any state thereof or the District of Columbia) or Canada (or any province thereof) in order to create, perfect or maintain any security interests in any assets (including, without limitation, any intellectual property registered outside the United States or Canada and all real property located outside the United States or Canada) (it being understood that there shall be no security agreements, pledge agreements or similar security documents governed by the Laws of any jurisdiction outside the United States or Canada) and (B) actions required to be taken to perfect by “control” with respect to any Collateral (other than delivery of certificated securities required to be pledged in accordance with clause (c) of this definition), including control agreements or similar agreements in respect of any deposit accounts, securities accounts, commodities accounts or other bank accounts.

“Commission” means the U.S. Securities and Exchange Commission.

“Commodity Hedging Contracts” means any transaction, arrangement or agreement entered into between a Person (or any of its Restricted Subsidiaries) and a counterparty on a case by case basis, including any futures contract, a commodity option, a swap, a forward sale or otherwise, the purpose of which is to mitigate, manage or eliminate its exposure to fluctuations in commodity prices, transportation or basis costs or differentials or other similar financial factors including contracts settled by physical delivery of the commodity not settled within 60 days of the date of any such contract.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation, amortization and depletion and accretion expense, including amortization or write-off of intangibles and non-cash organization costs and of deferred financing fees or costs and Capitalized Software Expenditures, of such Person, including the amortization of deferred financing fees or costs for such period on a consolidated basis and otherwise determined in accordance with GAAP and the amortization of original issue discount resulting from the issuance of Indebtedness at less than par, and any write down of assets or asset value carried on the balance sheet.

“Consolidated EBITDA” means, with respect to any Person for any period, Consolidated Net Income for such period:

(a)           increased by (without duplication, and as determined in accordance with GAAP to the extent applicable):

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(1)solely to the extent such amounts were deducted in computing Consolidated Net Income, (A) provision for taxes based on income or profits or capital, plus state, provincial, franchise, property or similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes, of such Person for such period (including, in each case, penalties and interest related to such taxes or arising from tax examinations) deducted in computing such Consolidated Net Income and (B) amounts paid to the Issuer or any direct or indirect parent of the Issuer or Holdings in respect of taxes in accordance with Section 4.4(c)(18); plus

(2)(A) total interest expense of such Person and, to the extent not reflected in such total interest expense, any net losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, and (B) bank fees and costs owed with respect to letters of credit, bankers acceptances and surety bonds, in each case under this clause (B), in connection with financing activities and, in each case under clauses (A) and (B), to the extent the same were deducted in computing Consolidated Net Income; plus

(3)Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such expenses were deducted in computing Consolidated Net Income; plus

(4)any (A) transaction expenses and (B)(I) reasonable fees, costs, expenses or charges incurred in connection with (x) any issuance or offering of Equity Interests (including any initial public offering), Investment, acquisition (including any costs incurred in connection with any acquisition or any other Investment permitted under this Indenture whether occurring before or after the Issue Date), non-ordinary course disposition, recapitalization or the issuance, incurrence, redemption, exchange or repayment of Indebtedness (including, with respect to Indebtedness, a refinancing thereof), including any costs and expenses relating to any registration statement, or registered exchange offer, in respect of any Indebtedness permitted hereunder, (y) any amendment, waiver, consent or modification to any documentation governing the terms of any transaction described in the immediately preceding subclause (x) or (z) any amendment, waiver, consent or modification to any document governing any Indebtedness, in each case under subclauses (x), (y) and (z), whether or not such transaction or amendment, waiver, consent or modification is successful and (II) fees, costs, expenses and charges to the extent payable or reimbursable by third parties, pursuant to indemnification provisions, in each case, deducted in computing Consolidated Net Income; plus

(5)to the extent deducted in calculating Consolidated Net Income, any charges, losses or expenses related to signing, retention, relocation, recruiting or completion bonuses or recruiting costs, severance costs, transition costs, curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), pre-opening, opening, closing and consolidation costs and expenses with respect to any New Projects, facilities, facility start-up costs, costs and expenses relating to implementation of

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operational and reporting systems and technology initiatives, costs incurred in connection with product and intellectual property development and new systems design, project start-up costs, integration and systems establishment costs, business optimization expenses or costs (including costs and expenses relating to intellectual property restructurings) and cash restructuring charges, expenses and reserves and expenses attributable to the implementation of cost savings initiatives, costs associated with tax projects/audits and costs consisting of professional consulting or other fees relating to any of the foregoing; plus

(6)accretion of asset retirement obligations; plus

(7)any other non-cash charges, expenses, losses or items, including any write offs or write downs, reducing such Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Issuer may determine not to add back such non-cash charge in the current period and (2) to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(8)the amount of any minority interest expense or non-controlling interest consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted in calculating Consolidated Net Income; plus

(9)the amount of fees, out-of-pocket costs, indemnities and expenses paid or accrued in such period to any Permitted Holder or any of their Affiliates to the extent permitted under Section 4.8 and deducted in such period in computing Consolidated Net Income; plus

(10)the amount of any net loss from operations expected to be disposed of, abandoned or discontinued within twelve months after the end of such period; plus

(11)the amount of “run rate” cost savings, operating expense reductions and synergies related to the Waste Industries Transactions, any Specified Transactions, any restructurings, cost savings initiatives and other initiatives (without duplication of any pro forma amounts added back in connection with a Specified Transaction or entry into an Municipal Waste Contract or Put-or-Pay Agreement) projected by the Issuer in good faith to result from actions taken, committed to be taken or expected to be taken no later than twenty-four (24) months after the end of such period (which “run rate” cost savings, operating expense reductions and synergies shall be calculated on a pro forma basis as though such “run rate” cost savings, operating expense reductions and synergies had been realized on the first day of the period for which Consolidated EBITDA is being determined and realized during the entirety of such period and each subsequent period through the period ending on the last day of the eighth fiscal quarter commencing after the end of the

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fiscal quarter in which such pro forma adjustment was originally made, and without duplication of any pro forma adjustment for any such subsequent period that would otherwise be permitted under this clause (11) with respect to the same cost savings, operating expense reductions and synergies), net of the amount of actual benefits realized during such period from such actions; provided that such “run rate” cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable (in the good faith determination of the Issuer) (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X); plus

(12)to the extent reducing such Consolidated Net Income, any costs or expenses incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of issuance of Equity Interests of the Issuer (other than Disqualified Stock), in each case, solely to the extent that such cash proceeds are excluded from the calculation of the amount available for Restricted Payments under Section 4.4(b)(3)(A) and have not been used as an Excluded Contribution; plus

(13)the amount of any loss attributable to a New Project, until the date that is 12 months after the date of completing the construction, acquisition, assembling or creation of such New Project, as the case may be; provided that (a) such losses are reasonably identifiable and factually supportable and certified by a responsible officer of the Issuer and (b) losses attributable to such New Project after 12 months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included in this clause (13); plus

(14)to the extent deducted in calculating Consolidated Net Income, Specified Legal Expenses in an amount not to exceed $5.0 million for the applicable four quarter period; plus

(15)accruals and reserves that are established or adjusted within 12 months after the closing of any acquisition that are so required as a result of such acquisition in accordance with GAAP, or changes as a result of the adoption or modification of accounting policies, whether effected through a cumulative effect adjustment, restatement or a retroactive application; plus

(16)without duplication, adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” or “Run-Rate EBITDA” as set forth in footnote 3 of “Summary— Summary Historical, Pro Forma and As Adjusted Financial Information” contained in the Offering Memorandum applied in good faith to the extent such adjustments continue to be applicable during the period in which Consolidated EBITDA is being calculated; and

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(b) decreased by (without duplication, and as determined in accordance with GAAP to the extent applicable) any non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition).

For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments.

“Consolidated Interest Expense” means, for any period, the total interest expense of the Issuer and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP (excluding any accretion or accrual of discounted liabilities not constituting Indebtedness), plus, to the extent not included in such total interest expense, and to the extent incurred by the Issuer and its Restricted Subsidiaries (determined on a consolidated basis in accordance with GAAP), without duplication:

(1)the amortization of debt discount and debt issuance costs; plus

(2)the amortization of all fees (including, without limitation, fees with respect to Hedging Obligations) payable in connection with the incurrence of Indebtedness; plus

(3)interest payable on Financing Lease Obligations; plus

(4)payments in the nature of interest pursuant to Hedging Obligations; plus

(5)interest accruing on any Indebtedness of any other Person, to the extent such Indebtedness is guaranteed by, or secured by a Lien on any asset of, the Issuer or any of its Restricted Subsidiaries.

Notwithstanding the foregoing, the interest component of any lease that is a Non-Financing Lease Obligation will not be included in Consolidated Interest Expense. For purposes of this definition, interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Financing Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP; provided, however, that, without duplication:

(1)any net after-tax extraordinary, non-recurring or unusual gains or losses, charges or expenses, transaction expenses, severance costs and expenses and one-time compensation charges shall be excluded;

(2)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, whether effected through a

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cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP;

(3)effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the property and equipment, software, goodwill, intangible assets, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off of any amounts thereof (including any write-off of in process research and development), net of taxes, shall be excluded;

(4)any net after-tax income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded;

(5)any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset sales or other dispositions or impairments or the sale or other disposition of any Equity Interests of any Person, in each case, other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded;

(6)the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that the Issuer’s or any Restricted Subsidiary’s equity in the Net Income of such Person or Unrestricted Subsidiary shall be included in the Consolidated Net Income of the Issuer or such Restricted Subsidiary up to the aggregate amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Person or Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary in respect of such period;

(7)solely for the purpose of determining the amount available for Restricted Payments under Section 4.4(b)(3)(A), the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equity holders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a

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Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(8)(i) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Hedging Obligations and the application of Accounting Standards for Private Enterprises, CPA Handbook—Part II, Section 3856 or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations, (ii) any net gain or loss resulting in such period from currency translation gains or losses related to currency re-measurements of Indebtedness (including the net loss or gain resulting from Hedging Obligations for currency exchange risk) and all other foreign currency translation gains or losses, and (iii) any net after-tax income (loss) for such period attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Hedging Obligations or (C) other derivative instruments and all deferred financing costs written off or amortized and premiums paid or other expenses incurred directly in connection therewith, shall be excluded;

(9)any goodwill or impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP, the amortization of intangibles arising pursuant to GAAP and the amortization of Capitalized Software Expenditures, shall be excluded;

(10)any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment, acquisitions completed prior to the Issue Date or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture or that are consummated prior to the Issue Date, to the extent actually reimbursed, or, so long as the Issuer has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded;

(11)to the extent covered by insurance and actually reimbursed, or, so long as the Issuer has made a determination that a reasonable basis exists that such amount will in fact be reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events shall be excluded;

(12)any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock

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options, restricted stock or other rights or equity incentive programs shall be excluded;

(13)any income (loss) attributable to deferred compensation plans or trusts and any non-cash deemed finance charges in respect of any pension liabilities or other provisions or on the revaluation of any benefit plan obligation shall be excluded;

(14)proceeds from any business interruption insurance, to the extent not already included in Consolidated Net Income, shall be included;

(15)the amount of any expense to the extent a corresponding amount relating to such expense is received in cash by the Issuer and the Restricted Subsidiaries from a Person other than the Issuer or any Restricted Subsidiaries; provided such amount received has not been included in determining Consolidated Net Income, shall be excluded (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future periods);

(16)any adjustments resulting from the application of Accounting Standards for Private Enterprises, CPA Handbook—Part II, Accounting Guideline 14, or any comparable regulation, shall be excluded; and

(17)earn-out and contingent consideration obligations (including adjustments thereof and purchase price adjustments) incurred in connection with any acquisition or other Investment, and any acquisitions completed prior to the Issue Date, shall be excluded.

“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (1)(i)(x) the total consolidated Indebtedness of the Issuer and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) and (y) the Reserved Indebtedness Amount with respect to commitments first obtained as of such date but not utilized as of such date (but only to the extent such commitments are being obtained in reliance on a test based on such ratio and the Issuer has so elected to test such ratios at such time) minus (ii) the sum of (x) cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date of calculation plus (y) any cash in a trust account of counsel to the Issuer or any of its Restricted Subsidiaries or counsel of a vendor in connection with the deposit of an amount on account of the purchase price for an acquisition or investment and (2) Consolidated EBITDA of the Issuer and its Restricted Subsidiaries for such period. In the event that the Issuer or any of its Restricted Subsidiaries incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Consolidated Net Leverage Ratio is being calculated but prior to the event for which the calculation of the Consolidated Net Leverage Ratio is made, then the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four fiscal quarter period. The Consolidated Net Leverage Ratio shall be calculated in a manner consistent with the definition of Fixed Charge Coverage Ratio, including any pro forma

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adjustments to Indebtedness, cash and Cash Equivalents and Consolidated EBITDA as set forth therein (including for acquisitions).

“Contribution Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate principal amount not greater than 200% of the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer after the Issue Date and designated as a Cash Contribution Amount.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Controlling Collateral Agent” means, with respect to any Shared Collateral, (1) until the earlier of (a) the Discharge of First Lien Revolving Credit Agreement Obligations and (b) the Non-Controlling Authorized Representative Enforcement Date, the First Lien Revolving Credit Agreement Collateral Agent acting on the written instructions of the Required First Lien Credit Agreement Secured Parties, (2) from and after the earlier of (a) the Discharge of First Lien Revolving Credit Agreement Obligations and (b) the Non-Controlling Authorized Representative Enforcement Date, the First Lien Term Loan Collateral Agent acting on the written instructions of the Required First Lien Term Loan Lenders, and (3) from and after the earlier of (a) the Discharge of First Lien Credit Agreement Obligations and (b) the Non-Controlling Authorized Representative Enforcement Date, the Controlling Collateral Agent will be the Collateral Agent (other than the First Lien Revolving Credit Agreement Collateral Agent and the First Lien Term Loan Collateral Agent) of the Series of First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First Lien Obligations (excluding the Series of First Lien Revolving Credit Agreement Obligations and the Series of First Lien Term Loan Obligations) with respect to such Shared Collateral; provided, that if the Notes Collateral Agent is the Controlling Collateral Agent, it shall act pursuant to instructions from the Holders of a majority of the Notes outstanding.

With respect to any Shared Collateral, no Non-Controlling Collateral Agent or other Non-Controlling Secured Party shall or shall instruct the Controlling Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral.

“Corporate Trust Office” means the office of the Trustee at which its corporate trust business relating to this Indenture shall be administered, which office at the date hereof is located at 8742 Lucent Boulevard, Suite 225, Highlands Ranch, CO 80129, or such other address as the Trustee may designate from time to time.

“Credit Agreements” means the First Lien Revolving Credit Agreement and the First Lien Term Loan Credit Agreement.

“Credit Facilities” means one or more credit or debt facilities (including, without limitation, under the Credit Agreements and the Notes), commercial paper facilities or Debt

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Issuances, in each case with banks, investment banks, insurance companies, mutual funds, other institutional lenders or institutional investors providing for, among other things, revolving credit loans, term loans, term debt, debt securities, receivables financing (including through the sale of receivables to such lenders, other financiers or to special purpose entities formed to borrow from such lenders or other financiers against such receivables), letters of credit or letter of credit guarantees, bankers’ acceptances, other borrowings or Debt Issuances, in each case, as amended, supplemented, restated, modified, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time, and any agreements and related documents governing Indebtedness or obligations incurred to refinance amounts then outstanding or permitted to be outstanding, whether or not with the original administrative agent, lenders, investment banks, insurance companies, mutual funds, other institutional lenders or institutional investors and whether provided under the original agreement, indenture or other documentation relating thereto.

“Crown” means Her Majesty in right of Canada or a province of Canada, and Her other realms and territories.

“Currency Agreement” means any financial arrangement entered into between a Person (or its Restricted Subsidiaries) and a counterparty on a case by case basis in connection with a foreign exchange futures contract, currency swap agreement, currency option or currency exchange or other similar currency related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in exchange rates and currency values.

“Custodian” means any receiver, receiver manager, trustee, assignee, liquidator, monitor, or similar official under any Bankruptcy Law.

“DBRS” means DBRS Ltd. or any successor to the rating agency business thereof.

“Debt Issuances” means, with respect to the Issuer or any Restricted Subsidiary of the Issuer, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

“Default” means the occurrence of any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default under this Indenture.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.6  hereof, substantially in the form of Exhibit A, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means Cede & Co. and such other Person as is designated in writing by the Issuer and acceptable to the Trustee to act as depositary in respect of one or more Global Notes.

“Designated Non-cash Consideration” means the Fair Market Value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth such valuation, less the amount

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of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Discharge” means, with respect to any Collateral and any Series of First Lien Obligations, the date on which such Series of First Lien Obligations is no longer secured by such Collateral. The term “Discharged” shall have a corresponding meaning.

“Discharge of First Lien Credit Agreement Obligations” means, with respect to any Collateral, both the Discharge of the First Lien Revolving Credit Agreement Obligations and the Discharge of the First Lien Term Loan Obligations with respect to such Collateral.

“Discharge of First Lien Revolving Credit Agreement Obligations” means, with respect to any Collateral, the Discharge of the First Lien Revolving Credit Agreement Obligations with respect to such Collateral; provided that the Discharge of First Lien Revolving Credit Agreement Obligations shall not be deemed to have occurred in connection with a refinancing of such First Lien Revolving Credit Agreement Obligations with Additional First Lien Obligations secured by such Collateral under an Additional First Lien Document which has been designated in writing by the Collateral Agent (under the First Lien Revolving Credit Agreement so refinanced) to the First Lien Term Loan Collateral Agent, the Notes Collateral Agent and the Additional First Lien Collateral Agent and each other Authorized Representative as the “First Lien Revolving Credit Agreement” for purposes of the First Lien Intercreditor Agreement.

“Discharge of First Lien Term Loan Obligations” means, with respect to any Collateral, the Discharge of the First Lien Term Loan Obligations with respect to such Collateral; provided that the Discharge of First Lien Term Loan Obligations shall not be deemed to have occurred in connection with a refinancing of such First Lien Term Loan Obligations with Additional First Lien Obligations secured by such Collateral under an Additional First Lien Document which has been designated in writing by the Collateral Agent (under the First Lien Term Loan Agreement so refinanced) to the First Lien Revolving Credit Agreement Collateral Agent, the Notes Collateral Agent and the Additional First Lien Collateral Agent and each other Authorized Representative as the “First Lien Term Loan Agreement” for purposes of the First Lien Intercreditor Agreement.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, prior to the Stated Maturity of the principal of the Notes. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the provisions applicable to such Capital Stock either (i) are no more favorable to the holders of such Capital Stock than the provisions contained in Section 4.7 and Section 4.11 and such Capital Stock specifically provides that the issuer will not repurchase or redeem any of such Capital Stock pursuant to such provisions prior to the Issuer’s repurchase of such of the Notes as are required to be repurchased pursuant to the Section 4.7 and Section

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4.11 or (ii) provide that the issuer thereof may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption is permitted by Section 4.4.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any issuance or sale of Capital Stock (other than Disqualified Stock) of the Issuer (or any direct or indirect parent of the Issuer (or Holdings) to the extent the net proceeds therefrom are contributed to the common equity capital of the Issuer or used to purchase Equity Interests (other than Disqualified Stock) of the Issuer) or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer after the Issue Date, other than any issuance pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees.

“ERISA Legend” means the legend set forth in Section 2.6(f)(3), which is required to be placed on all Notes issued under this Indenture.

“Euroclear” means Euroclear Bank S.A./N.V., or any successor securities clearance agency.

“Event of Default” means each event described under Section 6.1 and any other event defined as an “Event of Default” in this Indenture.

“Excluded Assets” means the following:

(1)(i) assets for which the grant of a security interest, therein (A) is prohibited by law (including, without limitation, financial assistance laws, corporate benefit laws or otherwise), rule, regulation or requires Governmental Authority or similar third party consent or (B) is prohibited by contract permitted hereunder and existing on the Issue Date (and not entered into in contemplation thereof) or, in the case of any Subsidiary acquired after the Issue Date, at the time of acquisition of such Subsidiary (and not entered into in contemplation thereof) or would trigger termination under any such permitted contract binding on such assets (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, PPSA or other applicable laws), or (ii) any lease, license, franchise, charter, authorization, contract or other agreement (including any purchase money security interest, capital lease obligation or other similar arrangement) to the extent a security interest therein is prohibited by or in violation of a term, provision or condition of, or would invalidate or give any other party thereto (other than the Issuer or any Subsidiary) the right to terminate, any such lease, license, franchise, charter, authorization, contract or agreement (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, the PPSA or other applicable laws in any relevant jurisdiction); provided, however, that the Collateral shall include (and such security interest shall attach) at such time as the contractual prohibition shall no longer be applicable and to the extent severable, shall attach to any portion of any

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lease, license, franchise, charter, authorization, contract, agreement or other asset not subject to the prohibitions specified above; provided, further, that the exclusions referred to in this clause (a) shall not include any proceeds of any such lease, license, franchise, charter, authorization, contract or agreement the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (unless such proceeds or receivables would independently constitute Excluded Assets);

(2)(i) Equity Interests in excess of 65% of the total issued and outstanding voting Equity Interests of (x) a CFC or (y) any CFC Holdco, (ii) Equity Interests in any Person (other than any Guarantor, any Wholly Owned Restricted Subsidiaries of the Issuer or any Guarantor that are Material Subsidiaries), (iii) Equity Interests in any Excluded Subsidiary (other than (A) any Subsidiary that is not a U.S. Subsidiary or Canadian Subsidiary or (B) CFC Holdco or (C) any Subsidiary which is an Excluded Subsidiary solely pursuant to clause (k) of the definition of Excluded Subsidiary), (iv) Equity Interests in partnerships, joint ventures or any non-wholly owned Subsidiaries which cannot be pledged without the consent of one or more third-parties, (v) Equity Interests of any Subsidiary of the Issuer that is a Subsidiary of an Excluded Subsidiary and (vi) Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System of the United States);

(3)any “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d), or an “Amendment to Allege Use” pursuant to Section 1(c), of the Lanham Act, or similar applications pursuant to any applicable laws in any other applicable jurisdiction, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such application under applicable laws;

(4)(i) any leasehold interest (including any ground lease interest) in real property; (provided, that none of the Issuer or Guarantors shall be required to deliver landlord or other third party lien waivers, estoppels or collateral access letters), (ii) any fee interest in owned real property (subject to Section 11.1 and Section 4.22 with respect to Material Real Property) and (iii) any fixtures affixed to any real property to the extent a security interest in such fixtures may not be perfected by a UCC-1 or PPSA financing statement in the jurisdiction of organization of the Issuer or applicable Guarantor or jurisdiction where such real property is located, as applicable, or, solely in the case of fixtures affixed to any Material Real Property, to the extent a security interest in such fixtures may not be perfected by the recording of a Mortgage or the filing of a fixture filing in the jurisdiction where such Material Real Property is located; provided that Excluded Assets shall not include any real property subject to a Mortgage or other Material Real Property for which the Notes Collateral Agent has requested a valid and perfected Lien under Section 11.1 and Section 4.22;

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(5)vehicles and other assets subject to certificates of title or ownership and aircraft;

(6)non-U.S. and non-Canadian intellectual property (to the extent a security interest therein cannot be perfected by filing a Uniform Commercial Code or PPSA financing statement), in relation to U.S. Subsidiaries, letters of credit and letter of credit rights that do not constitute supporting obligations in respect of other Collateral, except to the extent such letter of credit rights may be perfected by the filing of a Uniform Commercial Code financing statement;

(7)in relation to U.S. Subsidiaries, commercial tort claims that, in the reasonable determination of the Issuer, are not expected to result in a judgment (or settlement) in excess of C$5,000,000;

(8)assets for which the grant of security interest therein would result in material adverse tax or regulatory costs or consequences as reasonably determined by the Issuer in consultation with the Notes Collateral Agent; provided, that the Notes Collateral Agent shall be deemed to have made such a reasonable determination if such a determination has already been made by either the First Lien Revolving Credit Agreement Collateral Agent or the First Lien Term Loan Collateral Agent (with respect to the First Lien Revolving Credit Agreement or the First Lien Term Loan Credit Agreement, respectively);

(9)any preferred stock issued by GFL Holdco (US), LLC; and

(10)particular assets as agreed between the Issuer and the Notes Collateral Agent if and for so long as, in the reasonable judgment of the Notes Collateral Agent and the Issuer, the cost, difficulty, burden or consequences of obtaining, perfecting or maintaining a security interest in such assets exceeds the practical benefits to the Holders afforded thereby; provided, however, that Excluded Assets shall not include any proceeds of any Excluded Assets referred to in clauses (a) through and including (i) above (unless such proceeds would constitute Excluded Assets referred to in any such clause); provided further, that the Notes Collateral Agent shall be deemed to have made such a reasonable determination if such a determination has already been made by either the First Lien Revolving Credit Agreement Collateral Agent or the First Lien Term Loan Collateral Agent (with respect to the First Lien Revolving Credit Agreement or the First Lien Term Loan Credit Agreement, respectively).

Certain security interest in the Collateral securing the Notes will not be in place on the date of issuance of the Notes or will not be perfected on such date, but will be required to be put in place as promptly as practicable thereafter and in any event no later than 90 days after the Issue Date.

“Excluded Contributions” means the Net Cash Proceeds and Cash Equivalents, or the Fair Market Value of other assets, received by the Issuer after the Issue Date from:

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(1)contributions to its common equity capital,

(2)dividends, distributions, fees and other payments from any Unrestricted Subsidiaries or joint ventures or Investments in entities that are not Restricted Subsidiaries, and

(3)the sale of Capital Stock of the Issuer,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate, or that are utilized to make a Restricted Payment pursuant to clause (13) of Section 4.4(c). Excluded Contributions will be excluded from the calculation set forth in clause (3) of Section 4.4(b) and clauses Section 4.4(c)(2)(2), (12) and (13) of Section 4.4(c). Any Net Cash Proceeds designated as an Excluded Contribution shall not be separately be treated by the Issuer as a Cash Contribution Amount.

“Excluded Subsidiary” means (a) Immaterial Subsidiaries, (b) Unrestricted Subsidiaries, (c) any Subsidiary that is prohibited or restricted by law, rule, regulation or contractual obligation (so long as, in respect to any such contractual obligation, such prohibition existed on the Issue Date or, if later, on the date the applicable Subsidiary is acquired and is not incurred in contemplation of such acquisition) from providing a guarantee or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide a guarantee (including, in each case, under any financial assistance, corporate benefit or thin capitalization rule), in each case, for so long as such prohibition or circumstance exists, (d) any Subsidiary that is not a Wholly Owned Restricted Subsidiary of the Issuer or any Guarantor, (e) any Subsidiary that is neither a U.S. Subsidiary nor a Canadian Subsidiary, (f) any U.S. Subsidiary that is a Subsidiary of a CFC, (g) any CFC Holdco, (h) any Subsidiary that is a not-for-profit organization, (i) Captive Insurance Subsidiaries, (j) any Subsidiary that is a special purpose entity for a securitization transaction or a similar special purpose, (k) any Subsidiary with respect to which providing a guarantee would result in material adverse tax consequences (including as a result of Section 956 of the Code or any similar Law in any applicable jurisdiction) to the Issuer or any of its Subsidiaries as reasonably determined by the Issuer (in consultation with the Notes Collateral Agent) and (l) any other Subsidiary with respect to which, as reasonably determined by the Issuer and the Notes Collateral Agent, the burden or cost of providing a guarantee outweighs the benefits afforded to the Holders thereby; provided, that the Notes Collateral Agent shall be deemed to have made such a reasonable determination if such a determination has already been made by either the First Lien Revolving Credit Agreement Collateral Agent or the First Lien Term Loan Collateral Agent (with respect to the First Lien Revolving Credit Agreement or the First Lien Term Loan Credit Agreement, respectively).

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries (other than (i) Indebtedness represented by the Notes or the Note Guarantees and (ii) Indebtedness under the Credit Agreements) in existence on the Issue Date, until such Indebtedness is Repaid or otherwise extended, refinanced, renewed, replaced, defeased or refunded.

“Existing Notes” means the 2022 Notes, the 2023 Notes, the 2026 Notes and the 2027 Notes.

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“Fair Market Value” means the value that would be paid by a willing buyer to a willing seller that is not an Affiliate of the willing buyer in a transaction not involving distress or necessity of either party; provided that, in the case of an Asset Sale where such value exceeds $15.0 million, such determination shall be made in good faith by the Chief Executive Officer or Chief Financial Officer of the Issuer.

“FATCA” means (a) Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (including regulations and guidance thereunder), (b) any successor version thereof, (c) any intergovernmental agreement or any agreement entered into pursuant to Section 1471(b)(1) of the Code or (d) any law, regulation, rule or other official guidance or practice implementing the foregoing.

“Financing Lease” means a lease of an asset providing the right of use of such asset, that has the economic characteristics of asset ownership, with a term of not less than 75% of the asset’s useful life, the present value of lease payments thereunder must be not less than 90% of the asset’s market value at the time of entering into the lease and the lessee must acquire, or have the right to acquire, ownership of the asset at the end of the lease term.

“Financing Lease Obligation” means, as to any Person, the obligations of such Person under a Financing Lease, provided that the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement, dated as of September 30, 2016, among the Issuer, the grantors party thereto, Bank of Montreal, as First Lien Revolving Credit Agreement Collateral Agent for the First Lien Revolving Credit Agreement Secured Parties and Barclays Bank PLC, as First Lien Term Loan Collateral Agent for the First Lien Term Loan Secured Parties, as may be amended from time to time.

“First Lien Obligations” means, collectively, (i) the First Lien Revolving Credit Agreement Obligations, (ii) the First Lien Term Loan Obligations, (iii) the Notes Obligations and (iv) each Series of Additional First Lien Obligations.

“First Lien Revolving Credit Agreement” means the credit agreement in effect on the Issue Date among the Issuer, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Bank of Montreal, as agent, including any related notes, debentures, pledges, guarantees, security documents, instruments and agreements executed from time to time in connection therewith, and in each case as amended, supplemented, restated, modified, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring or adding the Issuer or any of its Subsidiaries as replacement or additional borrowers or guarantors thereunder, and all or any portion of the Indebtedness and other obligations under such agreement or agreements or any successor or replacement agreement or any agreements, and whether by the same or any other agent, lender or group of lenders. For greater certainty, it is acknowledged that Interest Rate Agreements, Currency Agreements and Commodity Hedging Contracts entered into with a Person that at that time is a lender (or an Affiliate thereof) under the First Lien Revolving Credit Agreement are

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separate from, are not included within and do not form part of any above inclusions of, the First Lien Revolving Credit Agreement.

“First Lien Revolving Credit Agreement Administrative Agent” means the administrative agent under the “First Lien Revolving Credit Agreement” and shall include any successor administrative agent; provided, that if the First Lien Revolving Credit Agreement is refinanced by a replacement First Lien Revolving Credit Agreement, then all references herein to the First Lien Revolving Credit Agreement Administrative Agent shall refer to the administrative agent (or trustee) under the replacement First Lien Revolving Credit Agreement.

“First Lien Revolving Credit Agreement Collateral Agent” means the First Lien Revolving Credit Agreement Administrative Agent in its capacity as collateral agent and administrative agent under the First Lien Revolving Credit Agreement.

“First Lien Revolving Credit Agreement Obligations” means all “Obligations” (as defined in the First Lien Revolving Credit Agreement).

“First Lien Revolving Credit Agreement Secured Parties” means the “Secured Parties” as defined in the First Lien Revolving Credit Agreement.

“First Lien Secured Parties” means (i) the First Lien Revolving Credit Agreement Secured Parties, (ii) the First Lien Term Loan Secured Parties, (iii) the Notes Secured Parties and (iv) the Additional First Lien Secured Parties with respect to each Series of Additional First Lien Obligations.

“First Lien Term Loan Administrative Agent” means the administrative agent under the “First Lien Term Loan Agreement” and shall include any successor administrative agent; provided, that if the First Lien Term Loan Agreement is refinanced by a replacement First Lien Term Loan Agreement, then all references herein to the First Lien Term Loan Administrative Agent shall refer to the administrative agent (or trustee) under the replacement First Lien Term Loan Agreement.

“First Lien Term Loan Collateral Agent” means the First Lien Term Loan Administrative Agent in its capacity as collateral agent and administrative agent under the First Lien Term Loan Agreement.

“First Lien Term Loan Credit Agreement” means the credit agreement in effect on the Issue Date, among the Issuer, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N .A., as agent, including any related notes, debentures, pledges, guarantees, security documents, instruments and agreements executed from time to time in connection therewith, and in each case as amended, supplemented, restated, modified, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring or adding the Issuer or any of its Subsidiaries as replacement or additional borrowers or guarantors thereunder, and all or any portion of the Indebtedness and

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other obligations under such agreement or agreements or any successor or replacement agreement or any agreements, and whether by the same or any other agent, lender or group of lenders. For greater certainty, it is acknowledged that Interest Rate Agreements, Currency Agreements and Commodity Hedging Contracts entered into with a Person that at that time is a lender (or an Affiliate thereof) under the First Lien Term Loan Credit Agreement are separate from, are not included within and do not form part of any above inclusions of, the First Lien Term Loan Credit Agreement.

“First Lien Term Loan Obligations” means all “Obligations” (as such term is defined in the First Lien Term Loan Agreement).

“First Lien Term Loan Secured Parties” means the “Secured Parties” as defined in the First Lien Term Loan Credit Agreement.

“Fitch” means Fitch Ratings Inc., or any successor to the rating agency business thereof.

“Fixed Charge Coverage Ratio” means, for any period, the ratio of Consolidated EBITDA to Fixed Charges for the Issuer and its Restricted Subsidiaries for such period.

For purposes of calculating the Fixed Charge Coverage Ratio:

(1)in the event that the Issuer or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however, that the pro forma calculation of Fixed Charges shall not give effect to (i) any Permitted Debt incurred on the Calculation Date (other than Indebtedness incurred pursuant to Section  4.3(b)(13)) or (ii) any repayment, repurchase, redemption, defeasance or other discharge of Indebtedness to the extent such repayment, retirement, extinguishment, defeasance or other discharge results from the proceeds of such Permitted Debt referred to in clause (i);

(2)(a) acquisitions and Investments that have been made, customer contracts that have been entered into, by the Issuer or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the Issuer or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or

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subsequent to such reference period and on or prior to the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, and (b) Consolidated EBITDA for such reference period shall be calculated on a pro forma basis giving effect to (i) any expense and cost reductions and other synergies related to such transaction referred to in clause (2)(a) above and (ii) any other expense reductions and cost savings related to operational efficiencies, strategic initiatives or purchasing improvements and other synergies (whether or not related to such transactions referred to in clause (2)(a) above), in each case that have occurred prior to the Calculation Date or are reasonably expected to occur within 24 months of the Calculation Date, in the reasonable judgment of the chief financial or accounting officer of the Issuer in good faith (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the 1933 Act or any other regulation or policy of the Commission related thereto); provided that such net cost savings, initiatives, improvements and synergies are reasonably identifiable and quantifiable;

(3)the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(4)the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(5)any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(6)any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period;

(7)if the Issuer so elects, pro forma effect shall be given to any entity, division, plant, unit or line of business or New Project that commenced and completed at least one full fiscal quarter of operations during such reference period as if such entity, division, plant, unit, line of business or New Project had commenced commercial operations on the first day of such reference period and such pro forma calculation shall be based on the annualized results of commercial operations of such entity, plant, unit, division or line of business since the date it so commenced commercial operations;

(8)if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the weighted average interest rate during

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such period had been the rate of interest in effect on the Calculation Date and had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months or ends on the maturity date of such Indebtedness); and

(9)when calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Acquisition or Investment, the Calculation Date of such basket or ratio and determination as to whether any Default or Event of Default shall have occurred and be continuing may, at the option of the Issuer (which election may be made on the date of such acquisition), be the date the definitive agreements for such Limited Condition Acquisition or Investment are entered into and, if the Issuer so elects, such baskets or ratios shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition or Investment and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition or Investment, and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA or Total Assets of the Issuer or the target company) subsequent to such Calculation Date at or prior to the consummation of the relevant Limited Condition Acquisition or Investment, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations and (y) such baskets or ratios need not be tested at the time of consummation of such Limited Condition Acquisition or Investment or related transactions; provided, however, that (a) if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized and (b) if the Issuer elects to have such Calculation Date and determination occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered into and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition or Investment and unless and until such Limited Condition Acquisition has been abandoned, as determined by the Issuer, prior to the consummation thereof. For the avoidance of doubt, if the Issuer has exercised its option pursuant to the foregoing and any Default or Event of Default occurs following the date on which the definitive acquisition agreements for the applicable Limited Condition Acquisition were entered into and prior to or on the date of the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted under this Indenture.

“Fixed Charges” means, for any period, the sum, without duplication, of:

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(1)the Consolidated Interest Expense (excluding amortization or write-off of deferred financing costs or debt issuance costs which have been paid) of the Issuer and its Restricted Subsidiaries for such period, whether paid or accrued; plus

(2)the amount of all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of the Issuer or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer.

“GAAP” means (1) International Financial Reporting Standards (“IFRS”) or any accounting principles that are recognized as being generally accepted in the United States (“U.S. GAAP”); provided, however, that if any such accounting principle with respect to the accounting for leases (including Financing Lease Obligations) changes after the Issue Date, the Issuer may, at its option, elect to employ such accounting principle as in effect on the Issue Date or (2) if elected by the Issuer by written notice to the Trustee in connection with the delivery of financial statements and information, any accounting principles that are recognized as being generally accepted in Canada which are in effect from time to time, in each case as in effect on the first date of the period for which the Issuer is making such an election and thereafter as in effect from time to time.

“Global Notes” means one or more Notes issued and outstanding and held by, or on behalf of, a Depositary.

“Global Notes Legend” means the legend set forth in Section 2.6(f)(2), which is required to be placed on all Global Notes issued under this Indenture.

“Government Securities” means securities that are:

(1)direct obligations of the United States for the timely payment of which its full faith and credit is pledged; or

(2)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the 1933 Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt.

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“Governmental Authority” means the government of the United States or Canada or any other nation, or of any political subdivision thereof, whether state, local, county, provincial or otherwise and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency).

“Grantors” means the Issuer and the Guarantors.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.

“Guarantor” means each Restricted Subsidiary of the Issuer that provided a Note Guarantee on the Issue Date and each other Restricted Subsidiary that provides a Note Guarantee pursuant to Section 4.9 or otherwise.

“Hedging Obligations” means, with respect to any specified Person, all obligations of such Person under all Currency Agreements, all Interest Rate Agreements and all Commodity Hedging Contracts, with the amount of such obligations being equal to the net amount payable if such obligations were terminated at that time due to default by such Person (after giving effect to any contractually permitted set-off).

“Holder” means a Person in whose name a Note is registered.

“Holdings” means GFL Environmental Holdings Inc.

“Immaterial Subsidiaries” means any Restricted Subsidiary with respect to which, as of the last day of the most recently ended Test Period on or prior to the date of determination, Consolidated EBITDA or Total Assets attributable to such Restricted Subsidiary for the period of four consecutive fiscal quarters ending on such date does not exceed 2.5% of the Consolidated EBITDA or Total Assets of the Issuer and the Restricted Subsidiaries for such period; provided that if the aggregate Consolidated EBITDA or Total Assets attributable to Restricted Subsidiaries that are Immaterial Subsidiaries shall exceed 5.0% of Consolidated EBITDA or Total Assets of the Issuer and its Restricted Subsidiaries for such four-quarter period, then the Issuer shall redesignate one or more of such Restricted Subsidiaries to not be Immaterial Subsidiaries within twenty (20) Business Days after delivery of the compliance certificate for such fiscal quarter delivered to the First Lien Term Loan Administrative Agent such that only Restricted Subsidiaries as shall then have aggregate Consolidated EBITDA and or Total Assets of 5.0% or less of the Consolidated EBITDA and Total Assets of the Issuer and the Restricted Subsidiaries shall constitute Immaterial Subsidiaries.

“Indebtedness” means (without duplication), with respect to any specified Person, whether or not contingent:

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(A)(1) all indebtedness of such Person in respect of borrowed money; (2) all obligations of such Person evidenced by bonds, notes, debentures or similar instruments or letters of credit, letters of guarantee or tender checks (or reimbursement agreements in respect thereof); (3) all obligations of such Person in respect of banker’s acceptances; (4) all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; (5) all obligations of such Person representing the balance deferred and unpaid purchase price of any property (including Financing Lease Obligations, except any such balance that constitutes (x) a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business, (y) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (z) any purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller or any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 120 days thereafter), which purchase price is due more than 12 months after the date of placing the property in service or taking delivery and title thereto; (6) all net obligations of such Person under Hedging Obligations; (7) all conditional sale obligations of such Person and all obligations of such Person under title retention agreements, but excluding a title retention agreement to the extent it constitutes an operating lease under GAAP; (8) all obligations of such Person under an agreement or arrangement that in substance provides financing pursuant to the factoring of accounts receivable; (9) all preferred stock issued by such Person, if such Person is a Restricted Subsidiary of the Issuer and is not a Guarantor; and (10) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, a guarantee by the specified Person of any Indebtedness of any other Person; to the extent that any of the foregoing indebtedness would appear as a liability on a consolidated balance sheet of such Person prepared in accordance with GAAP;

(B)to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

(C)to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (1) the Fair Market Value (as determined in good faith by the Issuer) of such asset at such date of determination and (2) the amount of such Indebtedness of such other Person.

The amount of any Indebtedness issued at a price that is less than the principal amount thereof shall be the accreted value of the Indebtedness.

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The amount of any Indebtedness of another Person secured by a Lien on the assets of the specified Person shall be the lesser of:

(a)           the Fair Market Value of such assets at the date of determination; and

(b)           the amount of such Indebtedness of such other Person.

For the avoidance of doubt, “Indebtedness” of any Person shall not include:

(1)trade payables and accrued liabilities incurred in the ordinary course of business and payable in accordance with customary practice;

(2)deferred tax obligations;

(3)minority interests;

(4)uncapitalized interest;

(5)in connection with a purchase by the Issuer or any Restricted Subsidiary of any business or assets, any post-closing payment adjustment to which the seller may become entitled to the extent such adjustment is determined by a final closing balance sheet or such adjustment depends on the performance of such business or assets after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 120 days thereafter;

(6)pension fund obligations or rehabilitation obligations that are classified as “indebtedness” under GAAP but that would not otherwise constitute Indebtedness under clauses (A)(1) through (A)(9) of this definition; and

(7)Non-Financing Lease Obligations, obligations under or in respect of straight-line leases, operating leases or Sale/Leaseback Transactions (except any resulting Financing Lease Obligations).

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Purchasers” means Barclays Capital Inc., BMO Capital Markets Corp., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, CIBC World Markets Corp., National Bank of Canada Financial Inc., HSBC Securities (Canada) Inc. and Macquarie Capital (USA) Inc.

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“Insolvency or Liquidation Proceeding” means:

(1)any case commenced by or against the Issuer or any other Grantor under any bankruptcy law, any other proceeding for the reorganization, recapitalization, compromise or adjustment or marshalling of the assets or liabilities of the Issuer or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Issuer or any other Grantor or any similar case or proceeding relative to the Issuer or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2)any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Issuer or any other Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3)any other proceeding of any type or nature in which substantially all claims of creditors of the Issuer or any other Guarantor are determined and any payment or distribution is or may be made on account of such claims.

“Intellectual Property Security Agreements” means one or more intellectual property security agreements contemplated to be executed and delivered pursuant to the Collateral Requirements.

“Intercreditor Agreements” means each First Lien Intercreditor Agreement and each comparable junior lien intercreditor agreement with respect to permitted Indebtedness secured with a Junior Lien Priority.

“Interest Payment Date” means June 15 and December 15 of each year that the Notes are outstanding, commencing (except in respect of any Additional Notes) on June 15, 2020.

“Interest Rate Agreement” means any financial arrangement entered into between a Person (or its Restricted Subsidiaries) and a counterparty on a case by case basis in connection with interest rate swap transactions, interest rate options, cap transactions, floor transactions, collar transactions and other similar interest rate protection related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in interest rates.

“Investment Grade” means a rating equal to or higher than “Baa3” (or the equivalent) in the case of Moody’s, “BBB-” (or the equivalent) in the case of S&P, “BBB-” (or the equivalent) in the case of Fitch, “BBB (low)” (or the equivalent) in the case of DBRS, or any equivalent rating by any other Approved Rating Organization.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of:

(1)any direct or indirect advance, loan or other extension of credit to another Person;

(2)any capital contribution to another Person, by means of any transfer of cash or other property in any form;

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(3)any purchase or acquisition of Equity Interests, bonds, notes or other Indebtedness, or other instruments or securities, issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services;

(4)any guarantee of any Indebtedness of another Person; and

(5)all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP;

provided that “Investments” with respect to any Person shall exclude extensions of trade credit in the ordinary course of business on commercially reasonable terms in accordance with the normal trade practices of such Person.

If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Person making such sale or other disposition will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such Restricted Subsidiary that were not sold or disposed of. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person. If the Issuer designates any of its Restricted Subsidiaries as an Unrestricted Subsidiary in accordance with Section 4.10, the Issuer will be deemed to have made an Investment in such Subsidiary on the date of such designation equal to the Fair Market Value of such Person. In each of the foregoing cases, the amount of the Investment will be determined as provided in the penultimate paragraph of Section 4.4. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Investor” means (i) each of (a) Holdings, (b) BC Partners Advisors L.P. and its Affiliates (including BC European Capital X LP and the other funds, partnerships or other vehicles managed, advised or controlled thereby, together with any entity (directly or indirectly) wholly owned by any such fund, partnership or vehicle, but not including, however, any portfolio operating company of the foregoing), (c) Ontario Teachers’ Pension Plan Board and its Affiliates (including the funds, partnerships or other vehicles managed, advised or controlled thereby, together with any entity (directly or indirectly) wholly owned by any such fund, partnership or vehicle, but not including, however, any portfolio operating company of the foregoing), (d) Magny Cours Investment Pte. Ltd. and its Affiliates (including the funds, partnerships or other vehicles managed, advised or controlled thereby, together with any entity (directly or indirectly) wholly owned by any such fund, partnership or vehicle, but not including, however, any portfolio operating company of the foregoing) and (e) Patrick Dovigi and his Affiliates and (ii) any successor of any Person identified in clause (i). For purposes of this definition, a Person (first person) is considered to control another Person (second person) if: (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority

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of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.

“Issue Date” means December 16, 2019.

“Issuer” means GFL Environmental Inc. (and not any of its Subsidiaries or Affiliates), until a successor Person shall have become such pursuant to the applicable provisions of this Indenture and thereafter “Issuer” shall mean such successor Person.

“Issuer Order” means a written request or order signed in the name of the Issuer by one Officer and delivered to the Trustee.

“Joinder Agreement” means a joinder to the First Lien Intercreditor Agreement substantially in the form set forth therein.

“Junior Lien Priority” means Indebtedness that is secured by a Lien on the Collateral that is junior in priority to the Liens on the Collateral securing the Notes and subject to a second lien intercreditor agreement (it being understood that junior Liens are not required to rank equally and ratably with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are senior in priority to, or rank equally and ratably with, or junior in priority to, other Liens constituting junior Liens).

“Lien” means any mortgage, lien (statutory or otherwise), pledge, charge, security interest or encumbrance upon or with respect to any property of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement; provided that in no event shall Non-Financing Lease Obligations be deemed to constitute a Lien.

“Limited Condition Acquisition” means any acquisition or Investment, including by way of merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted Subsidiaries whose consummation is not conditional upon the availability of, or on obtaining, third party financing.

“Major Non-Controlling Authorized Representative” means, with respect to any Collateral, (i) at any time when any of the First Lien Revolving Credit Agreement Collateral Agent, the First Lien Term Loan Collateral Agent or the Notes Collateral Agent is the Controlling Collateral Agent, the Authorized Representative of the Series of First Lien Obligations, if any, that constitutes the largest outstanding principal amount of any then outstanding Series of First Lien Obligations (including the First Lien Revolving Credit Agreement Obligations, the First Lien Term Loan Obligations and the Notes Obligations) (provided, however, that if there are two outstanding Series of Additional First Lien Obligations which have an equal outstanding principal amount, the Series of Additional First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this clause (i)) and (ii) at any time when the Additional First Lien Collateral Agent is the Controlling Collateral Agent, the Authorized Representative of the

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Series of Additional First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First Lien Obligations (other than First Lien Revolving Credit Agreement Obligations, First Lien Term Loan Obligations and Notes Obligations, if any) with respect to such Shared Collateral (provided, however, that if there are two outstanding Series of Additional First Lien Obligations which have an equal outstanding principal amount, the Series of Additional First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this clause (ii); provided, further, that if the Notes Collateral Agent is such Major Non-Controlling Authorized Representative it shall act pursuant to instructions from the Holders of a majority of the Notes outstanding). Notwithstanding the foregoing and for the avoidance of doubt, the Controlling Collateral Agent may not also act as the Major Non-Controlling Authorized Representative (unless there is only one Series of First Lien Obligations outstanding at such time).

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the Issuer or any parent entity on a Business Day not more than five Business Days prior to the date of the declaration or making of a Restricted Payment permitted pursuant to Section 4.4(c)(12) multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Real Property” means any fee-owned real property located in the United States or Canada that is owned by the Issuer or a Guarantor and (x) is set forth in the First Lien Term Loan Credit Agreement or (y) is acquired after the closing date of the First Lien Term Loan Credit Agreement with an individual book value in excess of C$15,000,000 (as determined by the Issuer acting in good faith), except for any such real property that is located in a mortgage tax jurisdiction.

“Material Restricted Subsidiary” means each Restricted Subsidiary of the Issuer (a) whose proportionate share of the Total Assets (after intercompany eliminations) exceeds 5.0% as of the end of the most recently completed fiscal quarter for which internal annual or quarterly financial statements are available, or (b) which contributed in excess of 5.0% of Consolidated EBITDA for the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of October 9, 2018, by and among Wrangler Super Holdco Corp., Holdings, Betty Merger Sub Inc., the Issuer, solely for purposes of Article X thereof, and Wrangler Aggregator Holdings, L.P., solely in its capacity as the securityholder representative.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Mortgages” means collectively, the deeds of trust, trust deeds, deeds to secure debt, hypothecs, debentures and mortgages made by the Issuer and the Guarantors in favor or for the benefit of the Notes Collateral Agent in form and substance reasonably satisfactory to the Notes

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Collateral Agent, executed, delivered and filed, registered or recorded, as applicable, pursuant to Section 4.22.

“Municipal Waste Contract” means any contract or franchise agreement with a municipality for waste management services, including collection, hauling, disposal and/or processing services, or any local ordinance granting an exclusive waste management services franchise, including collection, hauling disposal and/or processing services.

“Net Cash Proceeds” means, with respect to any issuance or sale of Equity Interests, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP.

“Net Proceeds” means, with respect to any Asset Sale, the proceeds therefrom in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents, or stock or other assets when disposed of for cash or Cash Equivalents, received by the Issuer or any of the Restricted Subsidiaries from such Asset Sale, net of:

(1)all legal, title, engineering and environmental fees and expenses (including fees and expenses of legal counsel, advisors, accountants, consultants and investment banks, sales commissions and relocation expenses) related to such Asset Sale;

(2)provisions for all cash taxes payable or required to be accrued in accordance with GAAP as a result of such Asset Sale;

(3)payments applied to the repayment of principal, premium (if any) and interest on Indebtedness where payment of such Indebtedness is secured by a Lien on the assets or properties that are the subject of such Asset Sale;

(4)amounts required to be paid to any Person owning a beneficial interest in the assets or properties that are subject to the Asset Sale; and

(5)appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the seller after such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale;

provided that cash and/or Cash Equivalents in which the Issuer or a Restricted Subsidiary has an individual beneficial ownership shall not be deemed to be received by the Issuer or a Restricted Subsidiary until such time as such cash and/or Cash Equivalents are free from any restrictions under agreements with the other beneficial owners of such cash and/or Cash Equivalents which

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prevent the Issuer or a Restricted Subsidiary from applying such cash and/or Cash Equivalents to any use permitted by Section 4.7 or to purchase Notes.

“New Project” means (x) each plant, facility, branch, office, transfer station, landfill, convenience site which is either a new plant, facility, branch, office, transfer station, landfill, convenience site or an expansion, relocation, remodeling, refurbishment or substantial modernization of an existing plant, facility, branch, office, transfer station, landfill, convenience site owned by the Issuer or the Restricted Subsidiaries which in fact commences operations and (y) each creation (in one or a series of related transactions) of a, business unit, product line, line of operations or service offering to the extent such business unit, product line, line of operations or service offering is offered or each expansion (in one or series of related transactions) of business into a new market or service or through a new distribution method or channel.

“Non-Controlling Authorized Representative” means, at any time with respect to any Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral.

“Non-Controlling Collateral Agent Enforcement Date” means, with respect to any Non-Controlling Authorized Representative, the date which is 180 days (throughout which 180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (1) an Event of Default (under and as defined in this Indenture or other debt facility for the applicable Series of First Lien Obligations under which such Non-Controlling Authorized Representative is the Authorized Representative) and (2) each Collateral Agent’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (a) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the Additional First Lien Document under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (b) the First Lien Obligations of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of this Indenture or other debt facility for the applicable Series of First Lien Obligations; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (x) at any time the First Lien Revolving Credit Agreement Administrative Agent, the First Lien Revolving Credit Agreement Collateral Agent, the First Lien Term Loan Administrative Agent or the First Lien Term Loan Collateral Agent, as applicable, has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (y) at any time the Issuer or Guarantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Non-Financing Lease” means any lease determined in accordance with GAAP other than (i) a Financing Lease and (ii) a lease that in accordance with GAAP is an exempt or excluded lease.

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“Non-Financing Lease Obligation” means, as to any Person, the obligations of such Person under a Non-Financing Lease.

“Non-Recourse Debt” means Indebtedness:

(1)as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

(2)no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such Indebtedness to be accelerated or payable prior to its Stated Maturity.

“Note Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by any Person in accordance with the provisions of this Indenture.

“Notes” means notes issued under this Indenture. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase (except that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number), and unless otherwise provided or the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depositary) or any successor Person, and shall initially be Computershare Trust Company, N.A.

“Notes Obligations” means the Obligations and all other obligations in respect of the Notes, this Indenture, the Note Guarantees and the other Collateral Documents relating to the Notes.

“Notes Secured Parties” means the Trustee, the Notes Collateral Agent and the Holders of the Notes.

“Offering Memorandum” means the offering memorandum, dated December 9, 2019, relating to the offering of the Initial Notes and the Additional 2026 Notes.

“Officer” means any of the Chairman of the Board, Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, Executive Vice President, Senior Vice President, the principal accounting officer, the Secretary or any Assistant Secretary, any Executive Vice President, Senior Vice President or any Vice President of the Issuer.

“Officer’s Certificate” means a certificate signed by any Officer, or the Corporate Secretary, of the Issuer and delivered to the Trustee.

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“Opinion of Counsel” means a written opinion from legal counsel that complies with Sections 12.3 and 12.4 of this Indenture and is delivered to the Trustee. The counsel may be an employee of or counsel to the Issuer, and such counsel shall be acceptable to the Trustee. Any such opinion may be subject to customary assumptions and exclusions.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).

“Pari Passu Indebtedness” means: (a) with respect to the Issuer, the Notes and any Indebtedness that ranks pari passu in right of payment to the Notes; and (b) with respect to any Guarantor, its Note Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Note Guarantee.

“Permitted Assets” means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

“Permitted Business” means any business conducted (as described in the Offering Memorandum) by the Issuer and the Restricted Subsidiaries on the Issue Date, and other businesses reasonably related or ancillary thereto or that are a reasonable extension or development thereof.

“Permitted Holder” means:

(1)each of the Investors and members of management of the Issuer who are holders of Equity Interests of the Issuer on the Issue Date;

(2)any Group (as defined in the definition of Change of Control) of which any of the foregoing are members;

(3)any member of any such Group; and

(4)any other Person or Group; provided that in the case of this clause (4): (a) Holdings, Patrick Dovigi and his Affiliates, BC Partners Advisors L.P., Ontario Teachers’ Pension Plan Board, GIC Private Ltd. and the members of management of the Issuer who were holders of Equity Interests of the Issuer on the Issue Date continue to hold in the aggregate not less than 40% of the Voting Stock of the Issuer, measured by voting power rather than number of shares; and (b) such Person or Group and the Persons described in the foregoing subclause (a) are party to a shareholders’ agreement in respect of their respective Equity Interests of the Issuer.

“Permitted Investments” means, without duplication:

(1)any Investment in the Issuer or in a Restricted Subsidiary;

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(2)any Investment in cash or Cash Equivalents;

(3)any Investment in a Person or division or line of business of a Person, if as a result of, or concurrently with, such Investment:

(a)such Person becomes a Restricted Subsidiary (or a division or line of business is owned by a Restricted Subsidiary), or

(b)such Person, in one transaction or a series of transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.7;

(5)any acquisition of assets or other Investments in a Person solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) of the Issuer or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer;

(6)Investments resulting from repurchases of the Notes, the Additional 2026 Notes or the Existing Notes;

(7)any Investments received in compromise of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (b) litigation, arbitration or other disputes;

(8)Hedging Obligations incurred in the ordinary course of business and not for speculative purposes;

(9)Investments (a) existing on, or made pursuant to binding commitments existing on, the Issue Date or (b) that are an extension, modification or renewal of any such Investments described under the preceding clause (a), but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof, except as otherwise permitted under this Indenture, and Investments made with the proceeds, including, without limitation, from sales or other dispositions, of such Investments and any other Investments made pursuant to this clause (9);

(10)guarantees issued in accordance with Section 4.3;

(11)guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course of business;

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(12)Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business;

(13)accounts receivable, security deposits and prepayments and other credits granted or made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account debtors and others, in each case, in the ordinary course of business;

(14)advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or its Restricted Subsidiaries;

(15)guarantees of operating leases (for the avoidance of doubt, excluding Financing Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(16)intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its Subsidiaries;

(17)Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client and customer contracts and loans or advances made to, and guarantees with respect to obligations of, distributors, suppliers, licensors and licensees in the ordinary course of business;

(18)loans or advances made to officers, directors or employees of the Issuer or any of its Restricted Subsidiaries; provided that the aggregate principal amount outstanding at any time under this clause (18) shall not exceed the greater of $10 million and 1.0% of Total Assets as of any date of incurrence (after giving effect to such Investment);

(19)Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with the Issuer or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 5.1 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(20)Investments by the Issuer or a Restricted Subsidiary in (i) joint ventures and (ii) Subsidiaries that are not wholly owned, in an aggregate amount, taken together with all other Investments made pursuant to this clause (20), not to exceed the greater of $60 million and 2.0% of Total Assets determined at the time of such Investment (after giving effect to such Investment);

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(21)other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (21) that are at the time outstanding not to exceed the greater of (i) $175 million and (ii) 6.0% of Total Assets as of any date of incurrence (after giving effect to such Investment);

(22)Investments in a Similar Business not to exceed the greater of (i) $175 million and (ii) 6.0% of Total Assets as of any date of incurrence (after giving effect to such Investment); and

(23)Investments in an unlimited amount so long as on the earlier of the date on which the Investment is made and the date on which the definitive agreement governing the relevant Investment containing a legally binding commitment to make such Investment is made, immediately after giving effect thereto and the incurrence of any Indebtedness to be incurred in connection therewith, the Issuer shall be in compliance with a Consolidated Net Leverage Ratio of equal to or less than 5.50:1.00 (after giving effect to such Investment) as of the last day of the most recently ended four quarters for which internal financial information is available preceding such Investment.

“Permitted Liens” means, as of any date:

(1)Liens securing (i) Indebtedness permitted to be incurred pursuant to Section  4.3(b)(1) (measured at the time of the incurrence of such Indebtedness and giving effect to the application of the proceeds therefrom) and any other obligations related thereto (including, for the avoidance of doubt, Liens to secure the Notes to the extent incurred pursuant to such Section 4.3(b)(1) and the Note Guarantees thereof), (ii) the maximum principal amount of Indebtedness such that, as of the date any such Indebtedness was incurred (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom), the Secured Net Leverage Ratio of the Issuer and its Restricted Subsidiaries would not exceed 5.50 to 1.00, and (iii) Cash Management Obligations incurred by the Issuer or a Restricted Subsidiary of the Issuer in the ordinary course of business;

(2)Liens in favor of the Issuer of any of its Restricted Subsidiaries;

(3)Liens on property, assets or shares of stock of a Person existing at the time such Person is acquired by or amalgamated or merged with or into or consolidated with the Issuer or any Restricted Subsidiary; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition, amalgamation, merger or consolidation and do not extend to any assets other than those of the Person acquired by or amalgamated or merged into or consolidated with the Issuer or the Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition or property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

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(4)Liens securing Hedging Obligations incurred in the ordinary course of business and not for speculative purposes;

(5)Liens for any judgment rendered, or claim filed, against the Issuer or any Restricted Subsidiary which is being contested in good faith by appropriate proceedings and that does not constitute an Event of Default if during such contestation a stay of enforcement of such judgment or claim is in effect;

(6)Liens on property, assets or shares of stock existing at the time of acquisition of such property by the Issuer or any Restricted Subsidiary; provided that (A) such Liens do not extend to any other property of the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition or property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition) and were in existence prior to, and were not created in contemplation of, such acquisition (other than Liens to secure Indebtedness pursuant to Section  4.3(b)(2)) or (B) after giving pro forma effect to the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock, the Secured Net Leverage Ratio would be no greater than either (i) 5.50 to 1.00 or (ii) the Secured Net Leverage Ratio immediately prior to giving effect to such transaction;

(7)Liens incurred or deposits made to secure the performance of or otherwise in connection with statutory obligations, environmental reclamation obligations, bids, leases, government contracts, surety or appeal bonds, performance or return-of-money bonds or other obligations of a like nature incurred in the ordinary course of business, including letters of credit, performance bonds and other reimbursement obligations permitted by Section 4.3(b)(2);

(8)Liens securing Indebtedness (including Financing Lease Obligations) permitted by Section 4.3(b)(4) covering the assets acquired, developed or improved with such Indebtedness;

(9)Liens securing Indebtedness permitted by Section 4.3(b)(14), Section 4.3(b)(15) and Section 4.3(b)(17);

(10)Liens existing on the Issue Date (other than Liens described in clause (1) above);

(11)Liens for taxes, workers’ compensation, unemployment insurance and other types of social security, assessments or other governmental charges or claims that are not yet due and payable or, if due and payable and delinquent for a period of more than 30 days, that are being contested by the Issuer or a Restricted Subsidiary in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(12)licenses, permits, reservations, covenants, servitudes, easements, rights-of-way and rights in the nature of easements (including, without limiting the generality of

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the foregoing, in respect of sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) and zoning, land use and building restrictions, by-laws, regulations and ordinances of federal, provincial, regional, state, municipal and other governmental authorities;

(13)Liens imposed by law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, employees’, laborers’, employers’, suppliers’, banks’, builders’, repairmen’s and other like Liens;

(14)easements, rights-of-way, zoning restrictions and other similar charges, restrictions or encumbrances in respect of real property or immaterial imperfections of title that do not, in the aggregate, impair in any material respect the ordinary conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole;

(15)Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness that was secured by Permitted Liens; provided that such Liens secure only the same property (including any after-acquired property to the extent it would have been subject to the original Lien, plus improvements and accessions to, such property or proceeds or distributions thereof) as such Permitted Liens;

(16)Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the assets of the Issuer or any of its Restricted Subsidiaries;

(17)Liens arising from precautionary Personal Property Security Act or Uniform Commercial Code (or its equivalent) financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(18)applicable municipal and other governmental restrictions, including municipal by laws and regulations, affecting the use of land or the nature of any structures which may be erected thereon; provided such restrictions have been complied with;

(19)subdivision agreements, site plan control agreements, servicing agreements, development agreements, facilities sharing agreements, cost sharing agreements and other similar agreements provided they do not materially impair the use of the affected property for the purpose for which it is used by the Issuer or its Restricted Subsidiary, as the case may be, or materially impair the value of the property subject thereto or interfere with the ordinary conduct of the business of such Person and provided the same are complied with;

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(20)landlord distraint rights and similar rights arising under the leasehold interests of the Issuer and its Restricted Subsidiaries limited to the assets located at or about such leased properties;

(21)title defects, encroachments or irregularities which are of a minor nature;

(22)the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada;

(23)Liens in favor of customs, revenue, and taxation authorities arising by operation of law;

(24)leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property;

(25)Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer’s or such Restricted Subsidiary’s client at which such equipment is located;

(26)(a) Liens solely on any cash earnest money deposits made by the Issuer or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment and (b) Liens on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in a Permitted Investment to be applied against the purchase price for such Investment;

(27)Liens on the Equity Interests of Unrestricted Subsidiaries;

(28)other Liens securing related obligations in an aggregate outstanding principal amount not to exceed the greater of (i) $240.0 million and (ii) 60.0% of Consolidated EBITDA for the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available calculated in a manner consistent with any pro forma adjustments to Consolidated EBITDA set forth in the definition of Fixed Charge Coverage Ratio;

(29)Liens securing the Notes (other than any Additional Notes) and the related Note Guarantees; and

(30)Liens in favor of landlords securing obligations under real property leases, provided that such liens only attach to the movable property located on the premises subject to such real property leases and that such premises are located in the Province of Quebec.

For purposes of determining compliance with this definition, (A) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but is permitted to be incurred in part under any combination thereof and of any other available exemption, (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Issuer will, in its sole discretion, be entitled to divide,

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classify or reclassify, in whole or in part, any such Lien (or any portion thereof) among one or more such categories or clauses in any manner that complies with this definition and (C) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (1)(ii) above (giving pro forma effect only to the incurrence of such portion of such Indebtedness), the Issuer, in its sole discretion, may classify such portion of such Indebtedness (and any obligations in respect thereof) as having been secured pursuant to clause (1)(ii) above and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence and was deemed incurred at such time for the purposes of Section 4.3) of the Indebtedness extended, refinanced, renewed, replaced, defeased, discharged or refunded (plus all accrued interest on the Indebtedness and the amount of all fees, defeasance costs, expenses and premiums (including tender premiums) incurred in connection therewith);

(2)the Stated Maturity of the principal of such Permitted Refinancing Indebtedness is (i) no earlier than the Stated Maturity of the principal of the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded, or (ii) at least 91 days after the Stated Maturity of the principal of the Notes;

(3)the Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Permitted Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, deferred, discharged or refunded;

(4)if the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded is Subordinated Indebtedness of the obligor thereon, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes issued by, or the Note Guarantee of, the obligor thereon, as the case may be, on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded;

(5)if such Permitted Refinancing Indebtedness is secured, the Lien does not apply to any property or assets of the Issuer or any of its Restricted Subsidiaries other than such property or assets securing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded (including any after-acquired property to the extent it would have been subject to the original Lien, plus

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improvements and accessions to, such property or proceeds or distributions thereof); and

(6)such Permitted Refinancing Indebtedness is incurred by the Person that was the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded and is guaranteed only by Persons who were obligors on the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government, government body or agency or other entity.

“Pledge Agreement” means each of the U.S. Pledge Agreement and the Canadian Pledge Agreement.

“PPSA” means the Personal Property Security Act (Ontario) in effect from time to time, provided however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Notes Collateral Agent’s security interest in any item or portion of the Collateral is governed by the PPSA as in effect in a Canadian jurisdiction other than the Province of Ontario, the term “PPSA” shall mean the Personal Property Security Act or such other applicable legislation (including the Civil Code of Quebec) as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Private Placement Legend” means the legend set forth in Section 2.6(f)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Purchase Money Obligations” means Indebtedness of the Issuer and its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of Permitted Assets.

“Put-or-Pay Agreement” means, with respect to the Issuer, any put-or-pay volume contract, entered into by the Issuer or any Restricted Subsidiary with a counterparty, pursuant to which the counterparty retains the Issuer or the Issuer retains the counterparty, to provide waste management services including collection, hauling, disposal or processing services and guarantees a minimum tonnage for such services or payment in lieu of such services.

“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).

“Record Date” means the date specified for determining holders entitled to receive interest on the Notes on any Interest Payment Date.

“Redemption Date,” when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

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“Redemption Price,” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regulation S” means Regulation S promulgated under the 1933 Act.

“Regulation S Global Note” means a permanent Global Note substantially in the form of Exhibit A, bearing the Global Note Legend, the Private Placement Legend and (unless such legend is no longer required by the provisions of this Indenture) the Canadian Legend, that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Regulation S.

“Repay” means, in respect of any Indebtedness, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Indebtedness. “Repayment” and “Repaid” shall have correlative meanings.

“Required First Lien Credit Agreement Secured Parties” means, at any time with respect to any matter, First Lien Revolving Credit Agreement Secured Parties and First Lien Term Loan Secured Parties (collectively) owed or holding a majority of the sum of (without duplication and subject to any voting restrictions set forth in the First Lien Revolving Credit Agreement and the First Lien Term Loan Agreement, as applicable) the aggregate amount of outstanding loans, participations and letters of credit and unused commitments under the First Lien Revolving Credit Agreement and the First Lien Term Loan Agreement at such time.

“Required First Lien Revolving Lenders” means the “Required Lenders” (or any similarly defined term) as defined in the First Lien Revolving Credit Agreement.

“Required First Lien Term Loan Lenders” means the “Required Lenders” (or any similarly defined term) as defined in the First Lien Term Loan Agreement.

“Resale Restriction Termination Date” means (i) in the case of Notes initially sold in reliance on Rule 144A, the date that is one year after the later of the Issue Date (or the date of original issue of any Additional Notes) and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or any predecessor Notes) or (ii) in the case of Notes initially sold in reliance on Regulation S, 40 days after the later of the Issue Date (or the date of original issue of any Additional Notes) and the date on which Notes (or any predecessor Notes) were first offered to persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend (including the Regulation S Global Note).

“Restricted Investment” means an Investment other than a Permitted Investment.

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“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Note” means either a Restricted Definitive Note or a Restricted Global Note.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. Unless otherwise indicated in this Indenture, a reference to a Restricted Subsidiary shall mean a Restricted Subsidiary of the Issuer.

“Rule 144” means Rule 144 promulgated under the 1933 Act.

“Rule 144A” means Rule 144A promulgated under the 1933 Act.

“Rule 904” means Rule 904 promulgated under the 1933 Act.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Issuer or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or a Restricted Subsidiary leases it from such Person, other than leases between or among the Issuer and any of its Restricted Subsidiaries.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Secured Net Leverage Ratio” means, as of any date of determination with respect to any Person, the ratio of (1)(i)(x) Secured Indebtedness (other than Indebtedness secured by the Collateral with a Junior Lien Priority relative to the Notes and the Note Guarantees) of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) and (y) the Reserved Indebtedness Amount applicable at such time to the calculation of the Secured Net Leverage Ratio with respect to commitments first obtained as of such date but not utilized as of such date (but only to the extent such commitments are being obtained in reliance on a test based on such ratio and the Issuer has so elected to test such ratios at such time) minus (ii) the sum of (x) cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date of calculation plus (y) any cash in a trust account of counsel to the Issuer or any of its Restricted Subsidiaries or counsel of a vendor in connection with the deposit of an amount on account of the purchase price for an acquisition or investment and (2) Consolidated EBITDA of such Person and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements prepared on a consolidated basis in accordance with GAAP are available. In the event that the Issuer or any of its Restricted Subsidiaries incurs or redeems any Secured Indebtedness subsequent to the commencement of the period for which the Secured Net Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Net Leverage Ratio is made, then the Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four fiscal quarter period; provided, however, that the

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pro forma calculation of Secured Indebtedness shall not give effect to (i) any Secured Indebtedness incurred on the Calculation Date (other than Secured Indebtedness incurred pursuant to clause (1)(i)(y) of Section 4.3(b) or clause (1)(ii) of the definition of Permitted Liens) or (ii) any repayment, repurchase, redemption, defeasance or other discharge of Indebtedness to the extent such repayment, retirement, extinguishment, defeasance or other discharge results from the proceeds of such Secured Indebtedness referred to in clause (i). The Secured Net Leverage Ratio shall be calculated in a manner consistent with the definition of Fixed Charge Coverage Ratio, including any pro forma adjustments to Secured Indebtedness and Consolidated EBITDA as set forth therein (including for acquisitions).

“Security Agreement” means each of the U.S. Security Agreement and the Canadian Security Agreement.

“Series” means (a) with respect to the First Lien Secured Parties, each of (i) the First Lien Revolving Credit Agreement Secured Parties (in their capacities as such), (ii) the First Lien Term Loan Secured Parties (in their capacities as such), (iii) the Notes Secured Parties and (iv) the Additional First Lien Secured Parties (in their capacities as such) that become subject to the First Lien Intercreditor Agreement after the Issue Date that are represented by a common Authorized Representative (in its capacity as such for such Additional First Lien Secured Parties) and (b) with respect to any First Lien Obligations, each of (i) the First Lien Revolving Credit Agreement Obligations, (ii) the First Lien Term Loan Obligations, (iii) the Notes Obligations and (iv) the Additional First Lien Obligations incurred after the date hereof pursuant to any Additional First Lien Document, which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Additional First Lien Obligations).

“Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective Authorized Representatives or Collateral Agents on behalf of such holders) hold a valid and perfected security interest at such time. If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First Lien Obligations hold a valid and perfected security interest in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid security interest in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest in such Collateral at such time.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission (or any successor provision).

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, complementary, incidental or ancillary thereto, or is a reasonable extension, development or expansion thereof.

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“Specified Legal Expenses” means, to the extent not constituting an extraordinary, nonrecurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).

“Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition, any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Issuer or constitutes a disposition of a line of business or division that has an identifiable earnings stream, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any disposition of a business unit, line of business or division of the Issuer or a Restricted Subsidiary, in each case, whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Indebtedness, any Restricted Payment, any New Project or other event (other than the incurrence or repayment of Indebtedness under any revolving credit facility in the ordinary course of business for working capital purposes), that by the terms of this Indenture requires Consolidated EBITDA, Total Assets or a financial ratio or test to be calculated on a pro forma basis or after giving pro forma effect.

“Stated Maturity” means, with respect to any instalment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness (as amended, supplemented or otherwise modified in any manner that is not prohibited by this Indenture), and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means Indebtedness of the Issuer or a Guarantor that is subordinated in right of payment to the Notes or the Note Guarantee issued by the Issuer or such Guarantor, as the case may be.

“Subsidiary” means, with respect to any specified Person:

(1)any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)any partnership or limited liability company if (i) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, thereof are owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof), whether in the form of membership, general, special or limited partnership interests or otherwise, and (ii) the specified Person, or any

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Subsidiary of the specified Person, is a controlling general partner of, or otherwise controls, such entity.

“Tax Act” means the Income Tax Act (Canada).

“Taxes” means any present or future tax, levy, impost, assessment or other government charge (including penalties, interest and any other liabilities related thereto) imposed or levied by or on behalf of a Taxing Authority.

“Taxing Authority” means any government or any political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

“Total Assets” means, as of any date of determination, the total assets of the Issuer and the Restricted Subsidiaries without giving effect to any impairment or amortization of the amount of intangible assets since the Issue Date, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of the Issuer as of the last day of the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.2(a)(1) and (a)(2) calculated on a pro forma basis.

“Transactions” means the “Transactions” as defined in the Offering Memorandum under “Summary—Recent Developments.”

“Treasury Rate” means, as of the applicable redemption date, as determined by the Issuer, the yield to maturity as of such redemption date of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to December 15, 2022; provided, however, that if the period from such redemption date to December 15, 2022, as applicable, is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in effect from time to time.

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

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“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“U.S.” means the United States of America.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A, attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend.

“Unrestricted Note” means either an Unrestricted Definitive Note or an Unrestricted Global Note.

“Unrestricted Subsidiary” means any Restricted Subsidiary (including a newly acquired or newly formed Subsidiary) of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to Section 4.10, and includes any Subsidiary of an Unrestricted Subsidiary.

“U.S. Person” means any U.S. person as defined for purposes of Regulation S.

“U.S. Pledge Agreement” means that certain Securities Pledge Agreement, dated as of the Issue Date, among the Issuer, the Guarantors that are U.S. persons and the Notes Collateral Agent, as amended, restated, amended and restated, supplemented or otherwise modified from the time to time.

“U.S. Security Agreement” means that certain Security Agreement, dated as of the Issue Date, entered into by the Issuer and the Guarantors that are U.S. persons in favor of the Notes Collateral Agent, as amended, restated, amended and restated, supplemented or otherwise modified from the time to time.

“U.S. Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Waste Industries Merger” means the acquisition by the Issuer of Wrangler Super Holdco Corp. (as the indirect parent of Waste Industries USA, LLC and its subsidiaries) (“Waste Industries”) pursuant to the Merger Agreement.

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“Waste Industries Transactions” means the Waste Industries Merger pursuant to the Merger Agreement and the related financing transactions in connection therewith that were consummated on November 14, 2018.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then-outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of the Issuer means any Restricted Subsidiary of which all of the outstanding Voting Stock (other than directors’ qualifying shares or shares required to be owned by other Persons pursuant to applicable law) is owned directly or indirectly by the Issuer or any other Wholly Owned Restricted Subsidiary.

Section 1.2. Other Definitions.

“Act”	Section 12.16(a)
“Action”	Section 11.8(v)
“Acceptable Commitment”	Section 4.7(b)(2)(E)
“Accounting Change”	Section 1.3(2)
“Acquired Indebtedness”	Section 4.3(c)(4)
“Additional Amounts”	Section 4.21(a)
“Affiliate Transaction”	Section 4.8
“Agreement Currency”	Section 12.17(a)
“Asset Sale Offer”	Section 4.7(c)
“Asset Sale Payment Date”	Section 4.7(f)
“Authenticating Agent”	Section 2.2
“Authorized Agent”	Section 12.7(c)
“Calculation Date”	Section 1.1
“Canadian Legend”	Section 2.6(f)(4)

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“Change of Control Offer”	Section 4.11(a)
“Change of Control Payment”	Section 4.11(a)
“Change of Control Payment Date”	Section 4.11(a)
“Code”	Section 1.1
“Collateral Asset Sale Offer”	Section 4.7(d)
“Collateral Retained Declined Proceeds”	Section 4.7(i)
“covenant defeasance option”	Section 8.1(b)
“Covenant Suspension Event”	Section 4.20(a)
“Defaulted Interest”	Section 2.11
“EDGAR”	Section 4.2(c)
“Excess Proceeds”	Section 4.7(c)
“Financial Reports”	Section 4.2
“IFRS”	Section 1.1
“incur”	Section 4.3(a)
“Initial Notes”	Preamble
“Judgment Currency”	Section 12.7(a)
“legal defeasance option”	Section 8.1(b)
“Legal Holiday”	Section 12.6
“Obligations”	Section 10.1
“Paying Agent”	Section 2.3
“Payment Default”	Section 6.1(4)
“Payor”	Section 4.21(a)
“Permitted Debt”	Section 4.3(b)
“Registrar”	Section 2.3
“Reinstatement Date”	Section 4.20(c)

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“Related Person”	Section 11.8(b)
“Relevant Taxing Jurisdiction”	Section 4.21(a)
“Restricted Payment”	Section 4.4(a) (4)
“Retained Declined Proceeds”	Section 4.7(i)
“Second Commitment”	Section 4.7(b)(2)(E)
“SEDAR”	Section 4.2(c)
“Suspended Covenants”	Section 4.20(a)
“Suspension Period”	Section 4.20(a)
“Tax Group”	Section 4.4(c)(18)(H)

Section 1.3. Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)any accounting term used in this Indenture, unless otherwise defined therein, has the meaning assigned to it under GAAP applied consistently throughout the relevant period and relevant prior periods. If there occurs a change in generally accepted accounting principles, and such change would require disclosure under GAAP in the financial statements of the Issuer and would cause a change in the method of calculation of financial covenants, standards or terms as determined in good faith by the Issuer (an “Accounting Change”), then the Issuer may elect, as evidenced by a written notice of the Issuer to the Trustee, that such financial covenants, standards or terms shall be calculated as if such Accounting Change had not occurred. Any such election with respect to such Accounting Change may not thereafter be changed;

(3)“or” is not exclusive;

(4)“including” means including without limitation;

(5)words in the singular include the plural and words in the plural include the singular;

(6)unless otherwise indicated, all references to “Articles” or “Sections” are to Articles or Sections, as the case may be, of this Indenture;

(7)references to sections of or rules or regulations under any legislation (including the 1933 Act, the 1934 Act or Canadian Securities Legislation) shall be deemed to include any substitute, replacement or successor section, rule, regulation or instrument, as applicable, issued, adopted or promulgated by the SEC, the applicable Canadian securities

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commission or securities regulatory authority or any other applicable governmental authority from time to time;

(8)“herein,” “hereof’ and other words of similar import refer to this Indenture as a whole (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision; and

(9)all references to “US$” are to U.S. dollars and all references to “$” are to Canadian dollars. Notwithstanding the foregoing, the Notes shall at all times be denominated, and principal and interest shall be payable only in U.S. dollars.

ARTICLE II
THE NOTES

Section 2.1. Form and Dating.

(a)General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage (but which shall not affect the rights, duties, obligations or immunities of the Trustee without the consent of the Trustee). Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture (to the extent permitted by law) shall govern and be controlling.

(b)Global Notes. The Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent the amount of outstanding Notes specified therein, and each Global Note shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian of the Issuer, at the direction of the Trustee, in accordance with the instructions given by the Holder thereof as required by Section 2.6 hereof.

(c)Regulation S Global Notes. Any Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated

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agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Prior to the expiration of the Restricted Period, any resale or transfer of beneficial interests in a Regulation S Global Note to U.S. Persons shall not be permitted unless such resale or transfer is made pursuant to Rule 144A or Regulation S.

(d)144A Global Notes. Any Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a 144A Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

(e)Definitive Notes. Notwithstanding any other provision of this Section 2.1, any issuance of Definitive Notes shall be at the Issuer’s discretion, except in the circumstances set forth in Section 2.6(a) hereof.

Section 2.2. Execution and Authentication.

An Officer shall sign the Notes for the Issuer by manual, facsimile or electronically transmitted signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

The Trustee shall authenticate and deliver: (i) Initial Notes for original issue in an aggregate principal amount of US$500,000,000 on the Issue Date, and (ii) if and when issued, Additional Notes (which may be issued in either a registered or a private offering under the 1933 Act), in each case upon an Issuer Order. Such Issuer Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be in global or definitive form and whether they are to bear the Private Placement Legend or the Canadian Legend. The Issuer may issue Additional Notes under this Indenture subsequent to the Issue Date, subject to Section 4.3 of this Indenture. For the avoidance of any doubt, any Additional Notes that are issued hereunder, and in connection therewith the Issuer delivered to the Trustee an Officer’s Certificate and Opinion of Counsel each stating that such issuance of Additional Notes is authorized and permitted under this Indenture, shall be valid for all purposes and constitute Additional Notes hereunder, even if subsequently it is determined that such issuance was not in compliance with the covenants of this Indenture.

The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

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Section 2.3. Registrar and Paying Agent.

The Issuer shall at all times maintain in the continental U.S. an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any such additional paying agent. The Issuer will give prompt written notice to the Trustee of any such co-registrar or additional paying agents and of any change in the name or address of any such Registrar or Paying Agent.

The Issuer or any of its Subsidiaries may act as Paying Agent, subject to the provisions of this Section 2.3 and Section 4.14. Any Paying Agent or Registrar may resign as such upon 30 days’ prior written notice to the Issuer and the Trustee; upon resignation of any Paying Agent or Registrar, the Issuer shall appoint a successor Paying Agent or Registrar, as the case may be, complying with the requirements of this Section 2.3, no later than 30 days thereafter and shall provide notice to the Trustee of such successor Paying Agent or Registrar.

If at any time there shall be Notes outstanding that are not Global Notes and there shall be no Paying Agent with an office or agency in the City of New York, State of New York (or as such office may be moved from time to time to any other location within the contiguous U.S.), where the Notes may be presented or surrendered for payment, the Issuer shall forthwith designate such a Paying Agent in order that such Notes shall at all times be payable in the City of New York, the State of New York (or as such office may be moved from time to time to any other location within the contiguous U.S.).

The Issuer initially appoints Computershare Trust Company, N.A., as Registrar and Paying Agent for the Notes. The immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to each Agent, and the Issuer’s obligations under Section 7.6 to compensate and indemnify the Trustee shall extend likewise to each Agent.

Section 2.4. Paying Agent to Hold Money in Trust.

By at least 11:00 a.m. (New York City time) on the date on which any principal, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest when due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest (if any) on the Notes and shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money delivered to the Trustee.

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Section 2.5. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing at least seven (7) Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

Section 2.6. Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. Except as set forth herein, a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Owners of beneficial interests in Global Notes shall not be entitled to receive Definitive Notes unless:

(1)the Depositary (A) notifies the Issuer that it is unwilling or unable to continue to act as Depositary or (B) that it is no longer a clearing agency registered under the 1934 Act and, in either case, a successor Depositary is not appointed by the Issuer within 90 days after the date of such notice from the Depositary;

(2)the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the certificated Notes and any Participant requests a certificated Note; provided that in no event shall the Regulation S Global Note be exchanged by the Issuer for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S;

(3)there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notifies the Issuer and the Trustee of its decision to exchange the Global Notes for Definitive Notes; or

(4)written notice is given to the Trustee by or on behalf of the Depositary in accordance with this Indenture.

Upon the occurrence of the preceding events in clauses (1), (2), (3) or (4) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Issuer, the Trustee and the Registrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.7 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.6(b) or (c).

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(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein, including those set forth in the Private Placement Legend and the Canadian Legend (if applicable), to the extent required by the 1933 Act and applicable Canadian Securities Legislation, and the U.S. transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following provisions of this Section 2.6, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, (A) transfers of beneficial interests in the Regulation S Global Note may not be to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) and (B) such beneficial interests may be held only through Euroclear or Clearstream (as Indirect Participants in the Depositary). Beneficial interests in such Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in the preceding sentence of this Section 2.6(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in Section 2.6(b) above; provided that in no event shall

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Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Global Note prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture, the Notes or otherwise applicable under the 1933 Act, the principal amount of the relevant Global Note(s) shall be adjusted pursuant to Section 2.6(g) hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(2) above and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof, and if such transfer occurs prior to the expiration of the Restricted Period, then the transferee must hold such beneficial interest through either Euroclear or Clearstream (as Indirect Participants in the Depositary).

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.6(b)(2) above and the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case, if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the 1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the 1933 Act.

If any such transfer is effected at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Issuer Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If, in accordance with Section 2.6(a), any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or

(C)if such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof,

the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(g) hereof, and the Issuer shall execute and the Trustee, upon receipt of an Issuer Order, shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any

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Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. Notwithstanding Sections 2.6(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S, except in the case of a transfer pursuant to an exemption from the registration requirements of the 1933 Act other than Rule 903 or Rule 904.

(2)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, in each case only pursuant to Section 2.6(a) and only if the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the 1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the 1933 Act.

(3)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.6(b)(2) hereof, the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(g) hereof, and the Issuer shall execute and the Trustee, upon receipt of an Issuer Order, shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(3) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(3) shall not bear the Private Placement Legend.

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(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or

(C)if such Restricted Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (2) thereof,

the Trustee shall cancel the Restricted Definitive Note, the Registrar shall increase or cause to be increased the aggregate principal amount of, in the case of clause (d)(1)(A) above, the appropriate Restricted Global Note, in the case of clause (d)(1)(B) above, the 144A Global Note, and in the case of clause (d)(1)(C) above, the Regulation S Global Note. Notwithstanding the foregoing, if there are no Global Notes outstanding prior to any such transfer, Definitive Notes may be transferred for beneficial interests in a Global Note only if the Issuer so agrees and delivers an Issuer Order to the Trustee.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(i)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case, if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the 1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the 1933 Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.6(d)(2), the Trustee shall cancel the Definitive Notes and the Registrar shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. Notwithstanding the foregoing, if there are no Global Notes outstanding prior to any such transfer, Definitive Notes may be transferred for beneficial interests in a Global Note only if the Issuer so agrees and delivers an Issuer Order to the Trustee.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and the Registrar shall increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (2)(ii) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Issuer Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section  2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (1) thereof;

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(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transfer will be made pursuant to any other exemption must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(i)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii)if the Holder of such Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or the Issuer so requests, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the 1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the 1933 Act.

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Note pursuant to the instructions from the Holder thereof.

(f)Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below or as otherwise agreed between the Issuer and the Holder, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend, until the Resale Restriction Termination Date, in substantially the following form:

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“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF NOTES OF US$250,000 OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO

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REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT.]”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to Sections 2.6(b)(4), (c) (2), (c) (3), (d) (2), (d) (3), (e) (2) or (e)(3) (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. The Issuer, acting in its discretion, may remove the Private Placement Legend from any Restricted Note at any time on or after the Resale Restriction Termination Date applicable to such Restricted Note. Without limiting the generality of the preceding sentence, the Issuer may effect such removal by issuing and delivering, in exchange for such Restricted Note, an Unrestricted Note, registered to the same Holder and in an equal principal amount, and, notwithstanding any other provision of this Section 2.6, upon receipt of an Issuer Order given at least three (3) Business Days in advance of the proposed date of exchange specified therein (which shall be no earlier than the Resale Restriction Termination Date), the Trustee shall authenticate and deliver such Unrestricted Note as directed in such Issuer Order. Notwithstanding the foregoing, the Trustee shall not be obligated to authenticate and deliver any Note that it reasonably believes, on advice of counsel, does not comply with Applicable Procedures or applicable law.

(2)Global Notes Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE AND (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE.

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UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)ERISA Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

“BY ITS ACQUISITION OF THIS NOTE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAWS) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

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FURTHER, IF THE HOLDER IS A PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (AN “ERISA PLAN”), SUCH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (1) NONE OF THE ISSUER, GUARANTORS, THE INITIAL PURCHASERS AND ANY OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “TRANSACTION PARTIES”) HAS ACTED AS THE ERISA PLAN’S FIDUCIARY (WITHIN THE MEANING OF ERISA OR THE CODE), OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE HOLDER’S DECISION TO ACQUIRE AND HOLD THE NOTES, AND NONE OF THE TRANSACTION PARTIES SHALL AT ANY TIME BE RELIED UPON AS THE ERISA PLAN’S FIDUCIARY WITH RESPECT TO ANY DECISION TO ACQUIRE, CONTINUE TO HOLD OR TRANSFER THE NOTES, AND (2) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A DULY AUTHORIZED FIDUCIARY OF THE ERISA PLAN THAT (I) IS INDEPENDENT (AS THAT TERM IS USED IN 29 C.F.R. 2510.3-21 (C)(1)) OF THE TRANSACTION PARTIES AND THERE IS NO FINANCIAL INTEREST, OWNERSHIP INTEREST, OR OTHER RELATIONSHIP, AGREEMENT OR UNDERSTANDING OR OTHERWISE THAT WOULD LIMIT ITS ABILITY TO CARRY OUT ITS FIDUCIARY RESPONSIBILITY TO THE ERISA PLAN; (II) IS A BANK, AN INSURANCE CARRIER, A REGISTERED INVESTMENT ADVISER, A REGISTERED BROKER-DEALER, OR AN INDEPENDENT FIDUCIARY THAT HOLDS, OR HAS UNDER MANAGEMENT OR CONTROL, TOTAL ASSETS OF AT LEAST $50 MILLION (IN EACH CASE, AS SPECIFIED IN 29 C.F.R. 2510.3-21 (C)(1)(I)(A)-(E)); (III) IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DECISION TO INVEST IN THE NOTES); (IV) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE NOT AND WILL NOT UNDERTAKE TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE PURCHASE AND HOLDING OF THE NOTES; (V) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE FINANCIAL INTERESTS IN THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES, WHICH INTERESTS MAY CONFLICT WITH THE INTEREST OF THE ERISA PLAN; (VI) IS A FIDUCIARY UNDER ERISA OR THE CODE, OR BOTH, WITH RESPECT TO THE DECISION TO PURCHASE AND HOLD THE NOTES AND IS RESPONSIBLE FOR EXERCISING (AND HAS EXERCISED) INDEPENDENT JUDGMENT IN EVALUATING WHETHER TO INVEST THE ASSETS OF SUCH ERISA PLAN IN THE NOTES; AND (VII) IS NOT PAYING ANY TRANSACTION PARTY ANY FEE OR OTHER COMPENSATION DIRECTLY FOR THE PROVISION OF INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) IN CONNECTION WITH THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES.”

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(4)Canadian Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

(A)Each Note (whether a Global Note or a Definitive Note), and all Notes issued in exchange therefor or substitution thereof, shall also bear a legend (the “Canadian Legend”) in substantially the following form until such time as (i) a trade of such Note in any province or territory Canada would not be a “distribution” or a “primary distribution to the public” (each within the meaning of applicable Canadian Securities Legislation) and (ii) such Note is not otherwise required to carry the Canadian Legend under applicable Canadian Securities Legislation:

“EXCEPT IN THE PROVINCE OF MANITOBA, UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY EVIDENCED HEREBY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.

IN THE PROVINCE OF MANITOBA, UNLESS OTHERWISE PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION OR WITH THE PRIOR WRITTEN CONSENT OF THE APPLICABLE REGULATORS, THE HOLDER OF THE SECURITY EVIDENCED HEREBY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS TWELVE MONTHS AND A DAY AFTER THE DATE THE PURCHASER ACQUIRED THE SECURITY.”

(B)The distribution date to be inserted into the Canadian Legend pursuant to subparagraph (A) above shall be, in the case of the Initial Notes, the Issue Date or, in the case of any Additional Notes, the “distribution date” (within the meaning of National Instrument 45-102 Resale of Securities) for such Additional Notes.

(g)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.10 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Notes Custodian at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such

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Global Note by the Trustee or by the Notes Custodian at the direction of the Trustee to reflect such increase.

(h)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Issuer Order.

(2)No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or similar charge or other fee required by law and payable in connection therewith (other than any taxes or similar charge payable upon exchange or transfer pursuant to Sections 2.9, 3.6, 3.7, 4.7 and 4.11 hereof).

(3)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(4)None of the Issuer, the Trustee or the Registrar shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period of 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.

(5)Prior to the due presentation for registration of transfer of any Note, the Issuer, each Guarantor, the Trustee, the Paying Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, interest and premium (if any) on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(6)The Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Issuer Order and in accordance with the other provisions of Section 2.2 hereof.

(7)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.

(8)None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other

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documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(9)None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of optional redemption) or the payment of any amount, under or with respect to such Notes.

Section 2.7.Replacement Notes.

If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Issuer Order conforming to Section 2.2 hereof, will authenticate a replacement Note of like tenor and principal amount if the Trustee’s and the Issuer’s reasonable requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any other Agent and any Authenticating Agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses (including any tax or charge that may be imposed in connection therewith and the fees and expenses of the Trustee) in replacing a Note.

Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder, provided it is held by a protected purchaser within the meaning of the Uniform Commercial Code.

Notwithstanding any other provision of this Section, rather than authenticating and delivering a replacement Note for a mutilated, destroyed, loss or stolen Note which has been redeemed or the principal of which has matured, the Issuer or the Paying Agent may make payment of the amount due on such security to the Holder upon receipt of the above-described indemnity bond.

Section 2.8.Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 12.5 hereof, a Note does not cease to be outstanding because the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor holds the Note.

If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

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If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.9.Temporary Notes.

Until Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall, upon receipt of an Issuer Order, authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee, upon receipt of an Issuer Order, shall authenticate Definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a holder of Definitive Notes.

Section 2.10.Cancellation.

The Issuer at any time may deliver Notes to the Trustee or any Registrar for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or the Registrar (and no one else) shall cancel and destroy (subject to the Trustee’s procedures and the record retention requirements of the 1934 Act) all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and deliver a certificate of such destruction to the Issuer (provided that the Trustee or such Registrar shall deliver a copy of such cancelled Note to the Issuer upon request prior to destruction). The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee or the Registrar for cancellation.

Section 2.11.Defaulted Interest.

If the Issuer defaults in a payment of interest (“Defaulted Interest”) on the Notes, the Issuer shall pay Defaulted Interest (as provided in Section 4.1) in any lawful manner. The Issuer may pay the Defaulted Interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date, which special record date shall not be less than 10 days prior to the payment date for such Defaulted Interest and the Issuer, or at the Issuer’s request, the Trustee, shall promptly cause to be mailed (or in the case of Global Notes send electronically in accordance with the procedures of the Depositary) to each Holder a notice that states the special record date, the payment date and the amount of Defaulted Interest to be paid. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed

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payment, such money when so deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Section 2.11.

Section 2.12.CUSIP Numbers.

The Issuer in issuing the Notes may use “CUSIP,” “ISIN” or similar numbers (if then generally in use) and, if so, the Trustee shall use such numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the “CUSIP”, “ISIN” or similar numbers.

Section 2.13.Calculations.

The Issuer will be responsible for making all calculations called for under this Indenture or the Notes. The Issuer will make all such calculations in good faith and, absent manifest error, its calculations will be final and binding on Holders. The Issuer will provide a schedule of its calculations to the Trustee when reasonably requested by the Trustee, and the Trustee is entitled to rely conclusively upon the accuracy of such calculations without independent verification. The Trustee will deliver a copy of any such schedule to any Holder upon the written request of such Holder.

ARTICLE III
REDEMPTION

Section 3.1.Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 3.7, Section 3.8 or Section 4.11(i) hereof, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Notes to be redeemed.

The Issuer shall give each notice to the Trustee and the Registrar provided for in this Section 3.1 at least five (5) Business Days before the date of giving notice of the redemption pursuant to Section 3.3, unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate stating that such redemption will comply with the conditions therein.

Section 3.2.Selection of Notes to Be Redeemed.

In the case of any partial redemption of the Notes selection of the Notes for redemption will be made by the Trustee (i) if the Issuer gives written notice to the Trustee that the Notes are listed in a national securities exchange, in compliance with the requirements of such exchange or (ii) if the Issuer does not give written notice to the Trustee that the Notes are so listed, then on a pro rata basis (or, in the case of Notes in global form, the Notes represented thereby will be selected in accordance with the Depositary’s prescribed method). The Trustee will make the

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selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than US$1,000. Notes and portions of them the Trustee selects will be in minimum amounts of US$2,000 or a whole multiple of US$1,000 in excess thereof. The Issuer shall notify the Trustee and any Holder promptly of a change to the minimum denomination of any Notes. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed. The Trustee may rely upon information provided by the Registrar for purposes of this Section 3.2. The Trustee shall not be liable for the selection made in accordance with this Section 3.2.

Section 3.3.Notice of Redemption.

At least 10 days (or such shorter time period as specified solely in respect of any Special Mandatory Redemption) but not more than 60 days before a date for redemption of Notes, the Issuer shall mail a notice of redemption by first-class mail (or, in the case of Notes in global form, delivered electronically in accordance with the Depositary’s procedures) to each Holder of Notes to be redeemed at such Holder’s registered address or, with respect to Global Notes, otherwise give such notice in accordance with the Applicable Procedures of the Depositary; provided, however, notices of redemption may be sent more than 60 days prior to a Redemption Date if the notice is issued in connection with the Issuer’s exercise of its legal defeasance or its covenant defeasance option in accordance with Section 8.1(b) or the satisfaction and discharge of this Indenture in accordance with Section 8.1(a).

The notice will identify the Notes to be redeemed and will state:

(1)the Redemption Date;

(2)the Redemption Price (if then determined and otherwise the basis for its determination);

(3)the name and address of the Paying Agent where Notes are to be surrendered;

(4)that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(5)if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to be redeemed;

(6)that, unless the Issuer defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date;

(7)the CUSIP, ISIN or similar number, if any, printed on the Notes being redeemed;

(8)that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or similar number, if any, listed in such notice or printed on the Notes; and

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(9)any conditions precedent to such redemption.

At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer shall have delivered to the Trustee, at least five (5) Business Days prior to the giving of notice of redemption (or such shorter period as is acceptable to the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in the preceding paragraph.

Section 3.4.Effect of Notice of Redemption.

Once notice of redemption is sent to Holders, Notes (or portions thereof) called for redemption become irrevocably due and payable on the Redemption Date and at the Redemption Price, subject to the satisfaction of any condition permitted below. A notice of redemption (including upon an Equity Offering or in connection with a transaction (or series of related transactions) or an event that constitutes a Change of Control) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof and any such redemption or purchase may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, transaction or event, as the case may be. In addition, if such redemption or purchase is subject to the satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption or purchase may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or waived, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption or purchase date, or by the redemption or purchase date so delayed, or such notice or offer may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice or offer that payment of the redemption or purchase price and performance of the Issuer’s obligations with respect to such redemption or offer to purchase may be performed by another Person. In no event shall the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under the Indenture to be redeemed or the actual amount of the Notes to be redeemed without notice thereof from the Issuer. Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price stated in the notice, plus accrued and unpaid interest to, but not including, the Redemption Date; provided that if the Redemption Date is after the taking of a record of the Holders on a record date and on or prior to the related Interest Payment Date, the accrued and unpaid interest shall be payable to the Person in whose name the redeemed Notes are registered on such record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

Section 3.5.Deposit of Redemption Price.

No later than 11:00 a.m. (New York City time) on the Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and accrued and

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unpaid interest on all Notes to be redeemed on that date. If the Issuer complies with the provisions of this Section 3.5, then on and after the Redemption Date, interest will cease to accrue on the Notes or the portions of Notes called for redemption.

Section 3.6.Notes Redeemed in Part.

Upon cancellation of a Note that is redeemed in part, the Issuer shall issue and the Trustee shall, upon receipt of an Issuer Order, authenticate for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered. The Trustee shall notify the Registrar of the issuance of such new Note.

Section 3.7.Optional Redemption.

(a)On or after December 15, 2022, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at any time or from time to time, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below:

Notes

Year	Percentage
2022	102.563	%
2023	101.281	%
2024 and thereafter	100.000	%

(b)At any time prior to December 15, 2022, the Issuer may on any one or more occasions redeem up to an aggregate of 40% of the aggregate principal amount of Notes (including, for greater certainty, any Additional Notes) then outstanding under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.125% of the aggregate principal amount thereof, with an amount equal to or less than the Net Cash Proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date); provided that (1) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date remain outstanding immediately after the occurrence of such redemption (but excluding any Additional Notes issued under the Indenture after the Issue Date); and (2) each such redemption occurs within 180 days of the date of the closing of any such Equity Offering.

(c)In addition, at any time prior to December 15, 2022, the Issuer may on any one or more occasions redeem all or a part of the Notes at a Redemption Price equal to the sum of: (1) the principal amount thereof, plus (2) the Applicable Premium at the Redemption Date, plus (3) accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date (subject to

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the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date).

(d)Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Section 3.1 through Section 3.6 hereof.

(e)The Notes will not be redeemable at the option of the Issuer except as set forth in this Section 3.7, Section 3.8 and in Section 4.11(i). The Issuer is not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market transactions, by private purchase or otherwise, so long as the acquisition does not otherwise violate the terms of this Indenture.

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Section 3.8.Tax Redemption.

If, as a result of:

(1)any amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or

(2)any amendment to, or change in, the existing official position or the introduction of an official position regarding the application, interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, or a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Issuer or any of the Guarantors) which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date),

the Issuer or any Guarantor has become or will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note Guarantee, as applicable, Additional Amounts or indemnification payments as described under Section 4.21 with respect to the Relevant Taxing Jurisdiction, which payment the Issuer or the Guarantor cannot avoid with the use of reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), then the Issuer may, at its option, redeem all but not less than all of the Notes, upon not more than 60 days’ notice prior to the earliest date on which the Issuer or a Guarantor, as applicable, would be required to pay such Additional Amounts or indemnification payments, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. Prior to the giving of any notice of redemption described in this Section 3.8, the Issuer will deliver to the Trustee a written opinion of independent legal counsel to the Issuer or the Guarantor, as applicable, of recognized standing to the effect that the Issuer or the Guarantor, as applicable, has or will become obligated

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to pay such Additional Amounts or indemnification payments as a result of an amendment or change as set forth in this Section 3.8.

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Section 3.9.Mandatory Redemption.

The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE IV
COVENANTS

Section 4.1.Payment of Notes.

The Issuer covenants and agrees for the benefit of the Holders that it shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. Payments of principal, premium, if any, and interest on the Notes shall be deemed due for all purposes under this Indenture whether such payments are due at Stated Maturity, upon redemption, upon required repurchase pursuant to Section 4.7 or 4.11 hereof, upon declaration or otherwise. Principal, premium, if any, and interest on the Notes shall be considered paid on the date due if by 11:00 a.m. (New York City time) on such date the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due.

The Issuer will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate then in effect on the Notes; it will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate as on overdue principal.

Section 4.2.Reports.

(a)The Issuer will provide to the Trustee, and the Trustee shall deliver to the Holders, the following:

(1)within 60 days after the end of each quarterly fiscal period in each fiscal year of the Issuer, other than the last quarterly fiscal period of each such fiscal year, copies of:

(i)an unaudited consolidated balance sheet of the Issuer as at the end of such quarterly fiscal period and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity of the Issuer for such quarterly fiscal period and, in the case of the second and third quarters, for the portion of the fiscal year ending with such quarter; and

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(ii)an associated “Management’s Discussion and Analysis” prepared on a basis substantially consistent with the “Management’s Discussion and Analysis” included in the Offering Memorandum; and

(2)within 90 days after the end of each fiscal year of the Issuer, copies of:

(i)an audited consolidated balance sheet of the Issuer as at the end of such year and audited consolidated statements of income, cash flows and changes in shareholders’ equity of the Issuer for such fiscal year, together with a report of the Issuer’s auditors thereon; and

(ii)an associated “Management’s Discussion and Analysis” prepared on a basis substantially consistent with the “Management’s Discussion and Analysis” included in the Offering Memorandum; and

(3)promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time periods specified in the Commission’s rules and regulations), current reports that would be required to be filed with the Commission on Form 8-K Items 1.03, 2.01, 4.01, 5.01, 5.02(b) (with respect to the Issuer’s chief executive officer or chief financial officer only) and 5.02(c) (with respect to the Issuer’s chief executive officer or chief financial officer only) if the Issuer were required to file such reports; provided that (a) no such current report will be required to be provided if the Issuer determines in its good faith judgment that such event is not material to the business, assets, operations or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole, or if the Issuer determines in its good faith judgment that such disclosure would otherwise cause competitive harm to the business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole (in which event such nondisclosure shall be limited only to specific provisions that would cause material harm and not the occurrence of the event itself) and (b) in no event will any financial statements of an acquired business be required to be included in any such current report;

in the case of each of Sections 4.2(a)(1) and 4.2(a)(2) prepared in accordance with GAAP. The reports referred to in Sections 4.2(a)(1) and 4.2(a)(2) are collectively referred to as the “Financial Reports.”

(b)The Issuer will, within 15 Business Days after providing to the Trustee any Financial Report, hold a conference call to discuss such Financial Report and the results of operations for the applicable reporting period. The Issuer will also maintain a website to which Holders, prospective investors and securities analysts are given access, on which not later than the date by which the Financial Reports are required to be provided to the Trustee pursuant to Section  4.2(a), the Issuer (i) makes available such Financial Reports and (ii) provides details about how to access on a toll-free basis the quarterly conference calls described above.

(c)Notwithstanding the foregoing, (1) all Financial Reports will be deemed to have been provided to the Trustee and to the Holders to the extent filed (i) on the System for Electronic Document Analysis and Retrieval (“SEDAR”) or any successor system thereto or (ii) with the Commission via the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) filing system

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or any successor system thereto, (2) the requirements of this Section 4.2 will be deemed satisfied by the posting of reports that would be required to be provided to the Holders on the Issuer’s website (or that of any of the Issuer’s parent companies), and (3) if the Issuer holds a quarterly conference call for its equity holders within 15 Business Days of filing a Financial Report on SEDAR or any successor system thereto, the Issuer will no longer be required to hold a separate conference call in respect of such Financial Report for the Holders as provided above. The Trustee will not be responsible for monitoring compliance with filings on SEDAR or EDGAR.

(d)In addition, for so long as any Notes remain outstanding during any period when the Issuer is not subject to Section 13 or 15(d) of the 1934 Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b) of the 1934 Act, the Issuer will furnish to Holders of Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the 1933 Act.

(e)Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.1(3) until 120 days after the date any report under this Section 4.2 is due.

Delivery of reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 4.3.Incurrence of Indebtedness and Issuance of Disqualified Stock.

(a)The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (in any such case, “incur”) any Indebtedness, and the Issuer will not issue any shares of Disqualified Stock or permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock or preferred stock; provided, however, that the Issuer may incur Indebtedness or issue shares of Disqualified Stock (in each case, including Acquired Indebtedness) and any Restricted Subsidiary may incur Indebtedness (in each case, including Acquired Indebtedness) or issue shares of Disqualified Stock or preferred stock, if immediately after and giving effect thereto, either (x) the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been not less than 2.0 to 1.0, or (y) the Consolidated Net Leverage Ratio is less than or equal to 6.75:1.00, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or such Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; provided that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or preferred stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom) the amount of Indebtedness of Restricted Subsidiaries that are not Guarantors that would be outstanding pursuant to this clause (a) would exceed in aggregate the greater of (i) $45.0 million and (ii) 1.5% of Total Assets.

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(b)Section 4.3(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1)the incurrence by the Issuer and its Restricted Subsidiaries of Indebtedness under Credit Facilities (with letters of guarantee, tender checks and letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed the sum of (i) the greater of (x) $4,350.0 million and (y) the maximum amount such that after giving pro forma effect to the incurrence of such additional Indebtedness and the application of the net proceeds therefrom, the Secured Net Leverage Ratio of the Issuer would be no greater than 5.50 to 1.00 plus (ii) the greater of (x) $400.0 million and (y) 100% of Consolidated EBITDA for the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available calculated in a manner consistent with any pro forma adjustments to Consolidated EBITDA set forth in the definition of Fixed Charge Coverage Ratio, at any one time outstanding; provided that for the purposes of determining the amount that can be incurred under clause (i)(y) hereof all Indebtedness incurred under clauses (i)(y) shall be deemed to be Secured Indebtedness;

(2)Indebtedness incurred under Credit Facilities or otherwise in connection with one or more standby letters of credit, bankers’ acceptances, completion guarantees, performance bonds, bid bonds, appeal bonds or surety bonds or other similar reimbursement obligations, in each case, issued in the ordinary course of business (including for the purpose of providing security for environmental reclamation obligations to government agencies, workers’ compensation claims, payment obligations in connection with self-insurance or similar statutory and other requirements) and not in connection with the borrowing of money or the obtaining of an advance or credit;

(3)the incurrence by the Issuer of Indebtedness represented by the Notes issued on the Issue Date and the incurrence by the Guarantors of the Note Guarantees;

(4)the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Attributable Debt (including obligations represented by Financing Lease Obligations or Purchase Money Obligations), in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, lease, expansion, construction, maintenance, upgrade, installation, development, improvement, replacement or repair of property (real or personal), plant or equipment or other assets used in the business of the Issuer or any of its Restricted Subsidiaries, whether through the direct purchase of assets or the Equity Interests of any Person owning such assets, in an aggregate outstanding principal amount, including all outstanding Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (i) $145.0 million and (ii) 5.0% of Total Assets as of any date of incurrence (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom);

(5)the incurrence by the Issuer or any of its Restricted Subsidiaries of the Existing Indebtedness (including the Additional 2026 Notes) and any guarantees with respect thereto;

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(6)the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries) that was incurred in reliance on Section 4.3(a) or Sections 4.3(b)(3), (4), (5), (6) or (12);

(7)the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries; provided, however, that

(A)any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer; and

(B)any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary of the Issuer

will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8)the issuance of preferred stock by any Restricted Subsidiary of the Issuer to the Issuer or to any other Restricted Subsidiary of the Issuer; provided, however, that

(A)any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer; and

(B)any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary of the Issuer will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (8);

(9)the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;

(10)the guarantee by the Issuer or any of its Restricted Subsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.3 (including, for greater certainty, Note Guarantees in respect of Additional Notes so permitted to be incurred); provided that if the Indebtedness being guaranteed is subordinated in right of payment to or pari passu in right of payment with the Notes or any of the Note Guarantees, then the guarantee must be subordinated in right of payment or pari passu in right of payment to the same extent as the Indebtedness guaranteed;

(11)Indebtedness of the Issuer or any of its Restricted Subsidiaries arising (i) from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or (ii) in connection with endorsement of instruments for deposit in the ordinary course of business;

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(12)the incurrence by the Issuer or any of its Restricted Subsidiaries of Cash Management Obligations in the ordinary course of business;

(13)the incurrence of (1) Indebtedness or Disqualified Stock (i) of the Issuer or any of its Restricted Subsidiaries incurred or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person or Investment and (ii) of any Person that is acquired by the Issuer or any of its Restricted Subsidiaries or merged into or consolidated or amalgamated with the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture and (2) Indebtedness incurred or Disqualified Stock issued or, in each case, assumed in anticipation of, or in connection with, an acquisition of any assets, business or Person; provided, that after giving effect to such acquisition, merger, consolidation or amalgamation and the incurrence of such Indebtedness or Disqualified Stock, either

(A)(i) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.3(a) or (ii) the Fixed Charge Coverage Ratio is equal to or greater than immediately prior to such Person becoming a Restricted Subsidiary or to such merger, amalgamation, consolidation or acquisition; or

(B)(i) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.3 (a) or (ii) the Consolidated Net Leverage Ratio of the Issuer and its Restricted Subsidiaries is equal to or less than immediately prior to such Investment, acquisition, merger, amalgamation or consolidation.

(14)the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate outstanding principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed the greater of (i) $240.0 million and (ii) 60.0% of Consolidated EBITDA for the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available calculated in a manner consistent with any pro forma adjustments to Consolidated EBITDA set forth in the definition of Fixed Charge Coverage Ratio;

(15)Indebtedness consisting of (i) the financing of insurance premiums in an amount not to exceed, at any time outstanding, the greater of (a) $30.0 million and (b) 1.0% of Total Assets determined at the time of incurrence of such Indebtedness (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(16)additional Indebtedness of the Issuer and its Restricted Subsidiaries to fund an acquisition or Investment in an aggregate principal amount not to exceed at any time outstanding the greater of (a) $130.0 million and (b) 4.0% of Total Assets determined at the time of incurrence of such Indebtedness (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom); provided that no Event of Default shall be continuing at the time the relevant agreement with respect to such acquisition or Investment is entered into;

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(17)Indebtedness incurred by a Restricted Subsidiary that is not a Guarantor which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (17) and then outstanding, does not exceed the greater of (i) $45.0 million and (ii) 1.5% of Total Assets determined at the time of incurrence of such Indebtedness (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom); and

(18)Contribution Indebtedness.

(c)For purposes of determining compliance with this Section 4.3:

(1)in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in Sections 4.3(b)(2) through 4.3(b)(18), or is entitled to be incurred pursuant to Section 4.3(a), the Issuer will be permitted to divide and classify (or later redivide and reclassify in whole or in part) such item of Indebtedness in whole or in part in any manner that complies with this Section 4.3Section 4.3, including by allocation to more than one other type of Indebtedness, except that Indebtedness under the Credit Agreements that is outstanding on the Issue Date will be deemed to have been incurred on such date under Section 4.3(b)(1) and may not be reclassified, other than within Section 4.3(b)(1). Amounts incurred under clause (ii) of Section 4.3(b)(1), may, and will automatically be, reclassified into clause (i) thereof to the extent of the availability under such clause (i);

(2)at the time of incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the categories of Indebtedness described in Section 4.3(a) or Sections 4.3(b)(2) through 4.3(b)(18) (or any portion thereof) without giving pro forma effect to the Indebtedness incurred pursuant to any other provision of this Section 4.3 when calculating the amount of Indebtedness that may be incurred pursuant to any such clause or paragraph;

(3)the outstanding principal amount of any particular Indebtedness shall be counted only once, and any obligations arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted;

(4)Indebtedness or Disqualified Stock of any Person (i) existing at the time such Person becomes a Restricted Subsidiary of the Issuer or is merged into, amalgamated with or consolidated with the Issuer or any of its Restricted Subsidiaries or (ii) assumed in connection with the acquisition of assets from such Person (any Indebtedness or Disqualified Stock described in the foregoing clauses (i) and (ii), “Acquired Indebtedness”) shall be deemed to have been incurred or issued by a Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary; provided that any such Indebtedness or Disqualified Stock that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon the consummation of the transaction by which such Person becomes a Restricted Subsidiary of the Issuer (or is merged into, amalgamated with or consolidated with the Issuer or any of its Restricted Subsidiaries, as the case may be) will be deemed not to have been incurred or issued for the purposes of this Section 4.3;

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(5)the accrual of interest, the accretion or amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or preferred stock, as applicable, with the same, or less onerous, terms (as determined in good faith by the Issuer), the reclassification of preferred stock of the Issuer or any Guarantor as Indebtedness due to a change in accounting principles, and the payment of dividends or the making of any distribution on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock, the accrual of dividends on Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an Issuance of Disqualified Stock for purposes of this Section 4.3;

(6)if obligations in respect of letters of credit are incurred pursuant to Credit Facilities and are being treated as incurred pursuant Section 4.3(b)(1) and the letters of credit relate to other Indebtedness, then such other Indebtedness will not constitute Indebtedness for purposes of this Section 4.3; and

(7)in the event that the Issuer or a Restricted Subsidiary enters into or increases commitments under a revolving credit facility incurred under Section 4.3(b)(1), the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio or the Consolidated Net Leverage Ratio, as applicable, for borrowings and reborrowings thereunder (and including letters of guarantee, tender checks and letters of credit thereunder) may be determined, at the election of the Issuer, on the date of such revolving credit facility or on the date of such increase in commitments (assuming that the full amount thereof has been borrowed as of such date), and, if such Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio or the Consolidated Net Leverage Ratio, as applicable, test is satisfied with respect thereto at such time, any borrowing or reborrowing thereunder (and including letters of guarantee, tender checks and letters of credit thereunder) will be permitted under this covenant irrespective of the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio or the Consolidated Net Leverage Ratio, as applicable, at the time of any borrowing or reborrowing (or and including letters of guarantee, tender checks or letters of credit thereunder) (the committed amount permitted to be borrowed or reborrowed (and the issuance and creation of letters of credit and bankers’ acceptances) on a date pursuant to the operation of this Section 4.3(c) shall be the “Reserved Indebtedness Amount” as of such date for purposes of the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio or the Consolidated Net Leverage Ratio, as applicable).

(d)For purposes of determining compliance with any Canadian dollar or other currency denominated restriction on the incurrence of Indebtedness, the Canadian dollar or other currency-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed or first incurred (whichever yields the lower Canadian dollar or other currency-equivalent), in the case of revolving credit borrowings. However, if the Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and the refinancing would cause the applicable Canadian dollar or other currency denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Canadian dollar or other currency denominated restriction shall be deemed not to have been exceeded so long as the principal amount of the refinancing Indebtedness does not exceed the principal amount of the Indebtedness being

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refinanced (except to the extent necessary to pay all fees, defeasance costs, expenses and premiums (including tender premiums) incurred in connection therewith).

Notwithstanding any other provision of this Section 4.3, the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may incur pursuant to this Section 4.3 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the respective Indebtedness is denominated that is in effect on the date of such refinancing.

Neither the Issuer nor any Guarantor will incur any additional Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Person unless such additional Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Note Guarantee, as the case may be, on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

Section 4.4.Restricted Payments.

(a)The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, in connection with any merger, amalgamation or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than (i) dividends or distributions payable in Capital Stock (other than Disqualified Stock) of the Issuer, or in warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer, and (ii) dividends or distributions payable to the Issuer or any of its Restricted Subsidiaries);

(2)purchase, retract, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger, amalgamation or consolidation involving the Issuer), in whole or in part, any Equity Interests of the Issuer (other than any such Equity Interests owned by the Issuer or a Restricted Subsidiary);

(3)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, except for (i) a payment of interest at the Stated Maturity thereof or of principal not earlier than one year prior to the Stated Maturity thereof and (ii) any such Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; or

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(4)make any Restricted Investment (all such payments and other actions set forth in clauses (a)4.4(a)(1) through (a)(4) above being collectively referred to as “Restricted Payments”)

(b)unless, at the time of and after giving effect to such Restricted Payment:

(1)in the case of a Restricted Payment other than a Restricted Investment, no Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and in the case of a Restricted Investment, no Event of Default as set forth in Sections 6.1(1), (2), (4), (7) or (8) below has occurred and is continuing or would occur as a consequence thereof;

(2)the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.3(a); and

(3)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after February 1, 2016 (other than pursuant to Sections 4.4(c)(3) through 4.4(c)(18) below), is less than the sum, without duplication, of:

(A)50% of the Consolidated Net Income for the period (taken as one accounting period) from February 1, 2016 to the end of the Issuer’s most recently ended fiscal quarter for which internal annual or quarterly financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a loss, less 100% of such loss); plus

(B)100% of the aggregate Net Cash Proceeds received by the Issuer since February 1, 2016 (A) as a contribution to its common equity capital, (B) from the issue or sale of Capital Stock (other than Disqualified Stock) of the Issuer, (C) from the issue or sale of warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer, and (D) from the issue or sale of convertible or exchangeable Disqualified Stock of the Issuer or convertible or exchangeable debt securities of the Issuer, in each case that have been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Issuer or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer (in the case of each of the foregoing clauses (A) through (D), other than (1) a contribution from, or Capital Stock, Disqualified Stock or debt securities sold to, a Subsidiary of the Issuer) or (2) Excluded Contributions; plus

(C)100% of the Fair Market Value of property other than cash received by the Issuer since February 1, 2016 in consideration of (or in exchange for) its Capital Stock (other than Disqualified Stock); plus

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(D)100% of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of the Issuer issued after February 1, 2016 (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Capital Stock of the Issuer (other than Disqualified Stock); plus

(E)to the extent that any Restricted Investment that was made after February 1, 2016 is (i) sold for cash or otherwise cancelled, liquidated, or repaid for cash, or (ii) in the case of a Restricted Investment constituting a guarantee, released, the initial amount of such Restricted Investment (or, if less, in the case of a sale, cancellation, liquidation or repayment for cash described in the foregoing subclause (i), the amount of cash received upon such sale, cancellation, liquidation or repayment), in each case, to the extent that any such payments or proceeds are not already included in Consolidated Net Income of the Issuer for the applicable period; provided, for certainty, that any amount that would otherwise be included in this clause (E) as a result of the release of a guarantee due to the payment thereunder by the Issuer or any of its Restricted Subsidiaries shall be reduced by the aggregate amount of such payments; plus

(F)upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (A) the Fair Market Value of the Issuer’s and its Restricted Subsidiaries’ Investments in such Subsidiary as at the date of such redesignation and (B) the Fair Market Value of such Investments at the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary; plus

(G)100% of any dividends or distributions received in cash by the Issuer or any of its Restricted Subsidiaries from any Unrestricted Subsidiary after February 1, 2016, to the extent not already included in Consolidated Net Income of the Issuer for the applicable period; plus

(H)100% of the aggregate amount of Retained Declined Proceeds.

(c)The preceding provisions will not prohibit:

(1)the payment by the Issuer or any Restricted Subsidiary of any dividend or distribution, or the consummation of any irrevocable redemption of any Subordinated Indebtedness, within 60 days after the date of the declaration of the dividend or distribution or the giving of the notice of redemption, as the case may be, if at the date of declaration or notice the dividend or distribution or redemption of such Subordinated Indebtedness would have been permitted by this Indenture;

(2)the making of any Restricted Payment in exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Capital Stock (other than Disqualified Stock) of the Issuer or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer; provided that the amount of

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any such Net Cash Proceeds that are utilized for any such Restricted Payment will be excluded from Section 4.4(b)(3)(B);

(3)the defeasance, redemption, repurchase, retirement or other acquisition of Subordinated Indebtedness of the Issuer or any Guarantor with the net cash proceeds from a substantially concurrent incurrence of, or in exchange for, any Permitted Refinancing Indebtedness;

(4)the declaration and payment of any dividend or other distribution by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary to the holders of its Capital Stock on a pro rata basis;

(5)the purchase, repurchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise or exchange of stock options, warrants or other convertible securities if the Equity Interests represent a portion of the exercise or exchange price thereof and repurchases or other acquisitions or retirement for value of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to an employee to pay for the taxes payable by such employee either upon such grant or award or in connection with any such exercise or exchange of stock options, warrants or other convertible securities;

(6)the payment, purchase, repurchase, redemption, defeasance, acquisition or other retirement for value of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (a) in the event of a change of control at a purchase or redemption price no greater than 101% of the principal amount of such Subordinated Indebtedness, plus any accrued but unpaid interest thereon, or (b) in the event of an asset sale at a purchase or redemption price no greater than 100% of the principal amount of such Subordinated Indebtedness, plus any accrued but unpaid interest thereon, in each case, in accordance with provisions similar to Section 4.7 or Section 4.11, as applicable; provided, however, that, prior to or simultaneously with such payment, purchase, repurchase, redemption, defeasance, acquisition or retirement, the Issuer has made the Change of Control Offer, Collateral Asset Sale Offer or Asset Sale Offer, if required, with respect to the Notes and has repurchased all Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer, Collateral Asset Sale Offer or Asset Sale Offer;

(7)the repurchase, redemption or other acquisition of any Equity Interests of the Issuer or any of its Restricted Subsidiaries held by any current or former officer, director, employee or consultant (or their transferees, estates or beneficiaries) of the Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, shareholder agreement, employment agreement, stock option plan, equity incentive or other plan or similar agreement, in each case in effect as of the Issue Date, in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 1.5% of Total Assets in each calendar year of the Issuer (increasing to $70.0 million per year following an underwritten public Equity Offering) (with unused amounts in any calendar year being carried over to the immediately succeeding three calendar years); provided, that such amount in any calendar year may be increased by an amount not to exceed:

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(A)the cash proceeds received by the Issuer from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to employees, directors, officers or consultants of the Issuer or any of its Restricted Subsidiaries or any direct or indirect parent of the Issuer that occurs after February 1, 2016 (it being understood that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under Section 4.4(b)(3)), plus

(B)the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) or any of its Restricted Subsidiaries after February 1, 2016;

provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (7)(A) and (7)(B) above in any calendar year; and provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any present or former employees, directors, officers or consultants of the Issuer, any Restricted Subsidiary or the direct or indirect parents of the Issuer in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parents will not be deemed to constitute a Restricted Payment for purposes of this Section 4.4 or any other provision of this Indenture;

(8)the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued after the Issue Date in accordance with Section 4.3;

(9)the purchase, redemption, acquisition, cancellation or other retirement for nominal value per right of any rights granted to all the holders of Capital Stock of the Issuer pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics;

(10)payments or distributions to satisfy dissenters’ or appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of assets that complies with Section 5.1;

(11)the making of cash payments in lieu of the issuance by the Issuer of fractional shares in connection with stock dividends, splits or business combinations or the exercise of warrants, options or other securities convertible or exchangeable for Equity Interests that are not derivative securities;

(12)the declaration and payment of dividends on the Issuer’s Capital Stock (or the payment of dividends to any direct or indirect parent of the Issuer or Holdings to fund a payment of dividends on such entity’s common equity) after the occurrence of the Issuer’s or such entity’s initial public offering of up to the sum of (i) 6.0% per annum of the net proceeds received by or contributed to the Issuer in or from its initial public offering and any subsequent public offering of its Capital Stock, other than public offerings with respect to the Issuer’s

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Capital Stock registered on Form S-4 or Form S-8 (or the equivalent forms under the federal and provincial securities laws of Canada) and other than any public sale constituting an Excluded Contribution and (ii) an aggregate amount per annum not to exceed 7.0% of Market Capitalization;

(13)Restricted Payments that are made (a) in an amount that does not exceed the aggregate amount of Excluded Contributions since February 1, 2016 and (b) without duplication with clause (a), in an amount equal to the net cash proceeds from any sale or disposition of, or distribution in respect of, Investments acquired after February 1, 2016, to the extent such Investment was financed in reliance on clause (a);

(14)additional Restricted Payments (a) in an aggregate amount which, when taken together with all other Restricted Payments made pursuant to this clause (14), do not exceed the greater of (i) $60.0 million and (ii) 2.0% of Total Assets as of the date of the making of such Restricted Payment and (b) without duplication with clause (a), in an amount equal to the net cash proceeds from any sale or disposition of, or distribution in respect of, Investments acquired after February 1, 2016, to the extent such Investment was financed in reliance on clause (a);

(15)any Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment, the Consolidated Net Leverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available would be equal to or less than 5.0 to 1.0;

(16)any Restricted Payment (A) made in connection with the Waste Industries Transactions or used to pay fees and expenses related thereto or (B) used to fund amounts owed to Affiliates (including dividends to any parent entity to permit payment by such parent entity of such amount) to the extent permitted by Section 4.8;

(17)the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and Cash Equivalents); and

(18)any Restricted Payments to any direct or indirect parent of the Issuer:

(A)the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) operating costs and expenses of such Persons incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, attributable to the ownership or operations of the Issuer and its Restricted Subsidiaries;

(B)the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) franchise and similar Taxes, and other fees and expenses, required to maintain its (or any of such direct or indirect parent’s) corporate or legal existence;

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(C)to finance any Investment permitted to be made pursuant to this covenant; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such Persons shall, promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Issuer or a Restricted Subsidiary or (2) the merger, amalgamation, consolidation or sale of all or substantially all assets (to the extent permitted under Section 5.1) of the Person formed in order to consummate such Investment or acquired pursuant to such Investment, as applicable, into or to, as applicable, the Issuer or a Restricted Subsidiary;

(D)the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Indenture (whether or not successful);

(E)the proceeds of which (A) shall be used to pay customary salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, directors, officers, employees, members of management and consultants of such Persons and any payroll, social security or similar taxes in connection therewith to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries or (B) shall be used to make payments permitted under clauses (1), (3), (8) and (9) (but only to the extent such payments have not been and are not expected to be made by the Issuer or a Restricted Subsidiary);

(F)the proceeds of which will be used to make payments due or expected to be due to cover social security, Medicare, employment insurance, statutory pension plan, withholding and other taxes payable and other remittances to governmental authorities in connection with any management equity plan or stock option plan or any other management or employee benefit plan or agreement of such Persons or to make any other payment that would, if made by the Issuer or any Restricted Subsidiary, be permitted under this Indenture;

(G)the proceeds of which shall be used to pay cash, in lieu of issuing fractional shares, in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of such Persons; and

(H)for any taxable period for which the Issuer and/or any of its Subsidiaries are members of a consolidated, combined or similar income Tax group for Tax purposes of which a direct or indirect parent of the Issuer is the common parent (a “Tax Group”), the proceeds of which are necessary to permit the common parent of such Tax Group to pay the portion of any income Tax of such Tax Group for such taxable period that is attributable to the income of the Issuer and/or its Subsidiaries; provided that (A) the amount of such Restricted Payments for any taxable period shall not exceed that amount of such Taxes that

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the Issuer and/or its Subsidiaries, as applicable, would have paid had the Issuer and/or its applicable Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group) for all applicable tax years and (B) the amount of such Restricted Payments in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Issuer or any of its Restricted Subsidiaries for such purpose;

provided, however, that at the time of, and after giving effect to, any Restricted Payment made in reliance on clause (15), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

For purposes of determining compliance with this Section 4.4, if a proposed Restricted Payment or Investment (or a portion thereof) meets the criteria of more than one of the categories described in clauses (1) through (18) above and/or one or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be incurred pursuant to Section 4.4(a), the Issuer may, in its sole discretion, divide and classify (or later reclassify in whole or in part, from time to time in its sole discretion) such Restricted Payment or Investment (or portion thereof) among such clauses (1) through (18) and such first paragraph and/or one or more of the clauses contained in the definition of “Permitted Investments,” in any manner that complies with this Section 4.4. For the purposes of determining compliance with any Canadian dollar or other currency denominated restriction on Restricted Payments denominated in a foreign currency, the Canadian dollar or other currency-equivalent amount of such Restricted Payment shall be calculated based on the relevant currency exchange rate in effect on the date that such Restricted Payment was made. Notwithstanding any other provision of this Section 4.4, the maximum amount of Restricted Payments that the Issuer or any of its Restricted Subsidiaries may make pursuant to this Section 4.4 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

The amount of each Restricted Payment (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.

For the avoidance of doubt, this covenant will not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture.

Section 4.5. Liens.

The Issuer will not, and will not permit any of the Guarantors to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien upon or with respect to any of their property or assets, now owned or hereafter acquired, securing Indebtedness, unless:

(1)in the case of Liens on any Collateral:

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(A)such Lien expressly has a Junior Lien Priority on the Collateral relative to the Notes and the Note Guarantees; or

(B)such Lien is a Permitted Lien.

(2)in the case of Liens on property or assets that are not Collateral:

(A)in the case of Liens securing Subordinated Indebtedness, the Notes and the Note Guarantees are secured by a Lien on such property or assets that is senior in priority to such Liens (for as long as such Indebtedness is so secured);

(B)in all other cases, the Notes and the Note Guarantees are secured by a Lien on such property or assets equally and ratably with the obligation or liability secured by such Liens (for as long as such Indebtedness is so secured); or

(C)such Lien is a Permitted Lien.

Section 4.6. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; provided that the priority of any preferred stock over common stock in receiving dividends or distributions (upon a liquidation or otherwise) shall not be deemed a restriction on the ability to make distributions on Capital Stock;

(2)make loans or advances to the Issuer or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Issuer or any of its Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries will not be deemed a restriction on the ability to make loans or advances); or

(3)sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b)However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)agreements or instruments (including agreements governing Existing Indebtedness or Credit Facilities) as in effect or which came into effect on the Issue Date;

(2)this Indenture, the Notes and the Note Guarantees;

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(3)applicable law, rule, regulation, order, approval, license or permit;

(4)any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness or Disqualified Stock, such Indebtedness or Disqualified Stock was permitted by the terms of this Indenture to be incurred or issued, as the case may be;

(5)customary non-assignment and non-subletting provisions in contracts, leases and licenses entered into in the ordinary course of business;

(6)agreements relating to Purchase Money Obligations, Financing Lease Obligations and Sale/Leaseback Transactions that impose restrictions on the property relating thereto of the nature described Section 4.6(a)(3);

(7)any agreement for the sale or other disposition of assets or Capital Stock of a Restricted Subsidiary of the Issuer that restricts transfers of such assets or the making by that Restricted Subsidiary of distributions, loans or advances pending such sale or other disposition;

(8)Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens;

(9)provisions in joint venture agreements, partnership agreements, limited liability company agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of the Board of Directors of the Issuer or the applicable Restricted Subsidiary of the Issuer, that limit the disposition or distribution of assets or property, which limitations are applicable only to the assets that are the subject of such agreements (including restrictions on the transfer of ownership interests in any joint venture, partnership, limited liability company or other applicable entity);

(10)restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(11)encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Issuer and any of its Restricted Subsidiaries to realize the value of, property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary;

(12)agreements encumbering or restricting cash or marketable securities to secure Hedging Obligations;

(13)agreements governing Indebtedness permitted to be incurred under Section 4.3; provided that the Issuer determines in good faith, on the date of incurrence thereof, that the

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restrictions therein will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes;

(14)Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive (taken as a whole), than those contained in the agreements governing the Indebtedness being refinanced; and

(15)any amendments, restatements, renewals, increases, supplements, refundings, replacements or refinancings (collectively, “refinancings”) of the agreements, instruments or obligations referred to in clauses (1) through (14) above; provided that such refinancings are not materially more restrictive (taken as a whole) with respect to such encumbrances and restrictions than those in effect prior to such refinancings, as determined in good faith by the Issuer.

Section 4.7. Asset Sales.

(a)The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale in any single transaction or series of related transactions unless:

(1)the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement relating to such Asset Sale) of the assets, properties or Equity Interests issued, sold or otherwise disposed of in such Asset Sale;

(2)at least 75% of the consideration received for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale), together with all Asset Sales since the Issue Date (on a cumulative basis) received by the Issuer and its Restricted Subsidiaries in the manner referred to in clause 4.7(a)(1) above is in the form of cash, Cash Equivalents, or Permitted Assets. For purposes of this provision, each of the following will be deemed to be cash:

(A)any liabilities of the Issuer or any Restricted Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or any Note Guarantee), as shown on the Issuer’s most recent internally available annual or quarterly balance sheet, that are (i) assumed by the transferee of any such assets pursuant to a customary novation agreement or similar agreement that releases the Issuer or such Restricted Subsidiary from further liability or (ii) otherwise canceled;

(B)any securities, notes or other obligations (including earn-outs and similar obligations) received by the Issuer or any such Restricted Subsidiary from such transferee that are, within 180 days of the applicable Asset Sale, converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion;

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(C)Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and its other Restricted Subsidiaries are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale; and

(D)any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (with the Fair Market Value of such item of Designated Non-cash Consideration being measured at the time of contractually agreeing to the related Asset Sale), taken together with all other Designated Non-cash Consideration received pursuant to this clause (D) that is at that time outstanding, not to exceed the greater of (i) $90.0 million and (ii) 3.0% of Total Assets measured at the time of contractually agreeing to such Asset Sale.

(b)Within 455 days after the receipt of any Net Proceeds from an Asset Sale (or, at the Issuer’s option, any earlier date), the Issuer or any Restricted Subsidiary may apply those Net Proceeds for any combination of the following purposes:

(1)to the extent such Net Proceeds are from an Asset Sale of Collateral:

(A)to Repay (a) Obligations under the Notes or (b) First Lien Obligations (other than the Notes), and in the case of revolving obligations (other than obligations in respect of any asset-backed credit facility), to correspondingly reduce commitments with respect thereto; provided that in the case of any repayment pursuant to clause (b), the Issuer or such Restricted Subsidiary will either (1) reduce obligations under the Notes on an equal or ratable basis with any First Lien Obligations repaid pursuant to clause (b) by, at its option (A) redeeming Notes as described under “Optional Redemption” or (B) purchasing Notes through open-market purchases or in arm’s length privately negotiated transactions or (2) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon, to, but excluding, the date of Purchase);

(2)if the assets that are the subject of such Asset Sale do not constitute Collateral:

(A)to Repay Indebtedness under the First Lien Term Loan Credit Agreement, the First Lien Revolving Credit Agreement and/or any other Indebtedness that is secured by a Lien (other than any such Indebtedness that is subordinate in right of payment to the Notes or any Note Guarantee);

(B)to Repay (a) obligations under the Notes, (b) other Pari Passu Indebtedness; provided that if the Issuer or any Guarantor shall so reduce obligations under other Pari Passu Indebtedness pursuant to this clause (b), the Issuer will equally and ratably reduce obligations in respect of the Notes pursuant to Section 3.7 or through open-market purchases (which may be below par) or by

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making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest on the pro rata principal amount of Notes) or (c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer;

(C)to acquire all or substantially all of the assets of, or to acquire Capital Stock of, a Person that is engaged in a Permitted Business and that, in the case of an acquisition of Capital Stock, is or becomes a Restricted Subsidiary of the Issuer;

(D)to make a capital expenditure; or

(E)to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business or that replace, in whole or in part, the properties or assets that are subject to the Asset Sale.

Notwithstanding the foregoing, in the event the Issuer or any of its Restricted Subsidiaries enters into a binding agreement committing to make an acquisition, expenditure or investment in compliance with clauses (C), (D) or (E) above within 455 days after the receipt of any Net Proceeds from an Asset Sale (an “Acceptable Commitment”), such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution of such agreement until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or such agreement is terminated, and (ii) the 180th day after the expiration of the aforementioned 455-day period; provided that if any Acceptable Commitment is later canceled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds from and after the date of such cancelation or termination; unless the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment within 180 days of such cancellation or termination (a “Second Commitment”) in which case such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution of such agreement until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or such agreement is terminated, and (ii) the 180th day after the date of the Second Commitment.

Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(c)Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.7(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in Section 4.7(b)(2)(B), will be deemed to have been so applied whether or not such offer is accepted) will constitute “Excess Proceeds.”

(d)If the aggregate amount of Excess Proceeds from an Asset Sale of Collateral exceeds $60.0 million, the Issuer will make a pro rata offer to all Holders of Notes (and, if

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required or permitted by the terms of other First Lien Obligations or obligations secured by a Lien permitted under this Indenture on the assets disposed of, which Lien is not subordinate to the Lien of the Notes with respect to the Collateral), to the holders of such other First Lien Obligations or such other obligations (a “Collateral Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of Notes and such other First Lien Obligations or such other obligations, as the case may be, that may be purchased out of the Excess Proceeds. The offer price, with respect to the Notes only, in any Collateral Asset Sale Offer will be equal to 100% of the principal amount (or accreted value in the case of any such First Lien Obligations or such other Obligations, as the case may be, issued with a significant original issue discount) plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, and will be payable in cash. If the aggregate principal amount of Notes and other First Lien Obligations or such other obligations, as the case may be, tendered into such Collateral Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other First Lien Obligations or such other obligations, as the case may be, to be purchased on a pro rata basis (subject to the procedures of the relevant depositary), on the basis of the aggregate principal amounts (or accreted values) tendered in round denominations (which, in the case of the Notes, will be minimum denominations of US$2,000 principal amount and multiples of US$1,000 in excess thereof). If any Excess Proceeds remain after consummation of a Collateral Asset Sale Offer, (and assuming no “Asset Sale Offer” (as defined in the next paragraph) is required)) the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Collateral Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer may satisfy the foregoing obligations with respect to such Net Proceeds from a Collateral Asset Sale by making a Collateral Asset Sale Offer with respect to such Net Cash Proceeds at any time prior to the expiration of the application period or by electing to make a Collateral Asset Sale Offer with respect to such Net Proceeds before the aggregate amount of Excess Proceeds exceeds $60.0 million.

(e)If the aggregate amount of Excess Proceeds from an Asset Sale of Non-Collateral exceeds $60.0 million, the Issuer will make a pro rata offer (an “Asset Sale Offer”) to all Holders of Notes (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness, as the case may be, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value in the case of any such Pari Passu Indebtedness, as the case may be, issued with a significant original issue discount) plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If the aggregate principal amount of Notes and Pari Passu Indebtedness, as the case may be, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Pari Passu Indebtedness, as the case may be, to be purchased on a pro rata basis (subject to the procedures of the relevant depositary), on the basis of the aggregate principal amounts (or accreted values) tendered in round denominations (which in the case of the Notes will be minimum denominations of US$2,000 principal amount and multiples of US$1,000 in excess thereof). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer may satisfy the foregoing obligations with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds at any time prior to the

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expiration of the application period or by electing to make an Asset Sale Offer with respect to such Net Proceeds before the aggregate amount of Excess Proceeds exceeds $60.0 million.

(f)Within 30 days following the date when the Issuer becomes obligated to make an Asset Sale Offer, the Issuer will mail (or in the case of Global Notes deliver electronically in accordance with the procedures of the Depositary) a notice to each Holder describing the transaction or transactions that constitute the Asset Sale and offering to repurchase Notes on the date (the “Asset Sale Payment Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice.

(g)On the Asset Sale Payment Date, the Issuer will, to the extent lawful:

(1)accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to proration based on the amount of Excess Proceeds pursuant to Section 4.7(c);

(2)deposit with the Paying Agent an amount equal to the amount of Excess Proceeds that, after giving effect to proration with holders of pari passu Indebtedness pursuant to Section 4.7(c), is allocable to the Notes or portions thereof so tendered (or, if less, the aggregate payment for all Notes validly tendered and not withdrawn); and

(3)deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.

(h)The Paying Agent will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Notes accepted for payment in accordance with this Section 4.7, the payment for such tendered Notes, and the Trustee will, upon receipt of an Issuer Order, promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, by such Holder; provided that each such new Note will be in a principal amount of US$1,000 or an integral multiple thereof.

(i)To the extent that the aggregate amount of Notes and such other First Lien Obligations or Notes Obligations secured by a Lien permitted under this Indenture (which Lien is not subordinate to the Lien of the Notes with Respect to the Collateral) tendered or otherwise surrendered in connection with a Collateral Asset Sale Offer made with Excess Proceeds is less than the amount offered in a Collateral Asset Sale Offer, the Issuer may use any remaining Excess Proceeds (any such amount, “Collateral Retained Declined Proceeds”) for any purpose not otherwise prohibited by this Indenture.

(j)To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer made with Excess Proceeds is less than the amount offered in an Asset Sale Offer, the Issuer may use any remaining Excess Proceeds (any such amount, together with the Collateral Retained Declined

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Proceeds, “Retained Declined Proceeds”) for any purpose not otherwise prohibited by this Indenture.

(k)If the Collateral Asset Sale Offer Purchase Date is after the taking of a record of the Holders on a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a purchased Note is registered on such Record Date, and no other interest will be payable to Holders who tender Notes pursuant to the Collateral Asset Sale Offer.

(l)If the Asset Sale Offer Purchase Date is after the taking of a record of the Holders on a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a purchased Note is registered on such Record Date, and no other interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(m)The Issuer will comply with all applicable securities legislation of Canada and the United States, including, without limitation, the requirements of Rule 14e-1 under the 1934 Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Collateral Asset Sale Offer or an Asset Sale Offer. To the extent that the provisions of any applicable securities laws and regulations conflict with this Section 4.7, the Issuer will comply with such laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliance.

(n)The Issuer’s obligation to make a Collateral Asset Sale Offer or an Asset Sale Offer may be waived or modified before or after the occurrence of an Asset Sale with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding. Notwithstanding the foregoing, any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, will be governed by Section 5.1 and will not be subject to the provisions described above in this Section 4.7.

Section 4.8. Transactions With Affiliates.

(a)The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $20.0 million for any Affiliate Transaction or series of related Affiliate Transactions, unless:

(1)the Affiliate Transaction is on terms that are no less favorable in the aggregate to the Issuer or the relevant Restricted Subsidiary, as the case may be, than those that would reasonably be expected to have been obtained in a comparable transaction at such time by the Issuer or such Restricted Subsidiary, as the case may be, in an arm’s-length dealing with a

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Person who is not an Affiliate of the Issuer or the relevant Restricted Subsidiary, as the case may be; and

(2)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $40.0 million, the Issuer delivers to the Trustee a resolution of the Board of Directors of the Issuer set forth in an Officer’s Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions, as the case may be, complies with this Section 4.8 and that such Affiliate Transaction or series of Affiliate Transactions, as the case may be, has been approved in good faith by a majority of the members of the Board of Directors of the Issuer.

(b)The following items will be deemed not to be Affiliate Transactions and therefore will not be subject to the provisions of Section 4.8(a) hereof:

(1)any consulting or employment agreement or arrangement, employee or director compensation, stock option, bonus, benefit or other similar plan, officer or director indemnification, insurance, severance or expense reimbursement arrangement, or any similar arrangement existing on the Issue Date or thereafter entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and payments and other benefits (including bonuses and retirement, severance, health, stock option, restricted share, stock appreciation right, phantom right, profit interest, equity incentive and other benefit plans) pursuant thereto;

(2)(i) transactions between or among the Issuer and/or its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (ii) any merger or consolidation of the Issuer or any other direct or indirect parent of the Issuer; provided that such parent entity shall have no material liabilities and no material assets (other than cash, Cash Equivalents and the Capital Stock of the Issuer) and such merger or consolidation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;

(3)transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.8(a)(1);

(4)payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to employees, officers, directors, managers, consultants or independent contractors for bona fide business purposes or in the ordinary course of business;

(5)the issuance or sale of Capital Stock (other than Disqualified Stock) of the Issuer or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer to, or the receipt by the Issuer of any capital contribution from, its shareholders or Affiliates;

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(6)Restricted Payments that are permitted by Section 4.4 and Permitted Investments (except for Investments made in reliance on clauses (3), (5) and (6) of the definition of Permitted Investments);

(7)any agreement or arrangement described in the Offering Memorandum and to which the Issuer or any of its Restricted Subsidiaries is a party as of or on the Issue Date, or as such agreement or arrangement is thereafter amended, supplemented or replaced (so long as such amendment, supplement or replacement agreement or arrangement is not materially disadvantageous (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer) to the holders of the Notes when taken as a whole as compared to the original agreement or arrangement as in effect on the Issue Date) or any transaction or payments contemplated thereby;

(8)transactions with customers, suppliers or purchasers or sellers of goods or services that are Affiliates of the Issuer, in each case in the ordinary course of business and which, in the reasonable determination of the Board of Directors of the Issuer are on terms at least as favorable to the Issuer as would reasonably have been obtained at such time from an unaffiliated party;

(9)transactions between the Issuer or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors or officers is also a director or officer of the Issuer; provided that such director abstains from voting as a director of the Issuer on any such transaction involving such other Person;

(10)any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Issuer or any of its Subsidiaries (other than the Issuer or a Restricted Subsidiary) shall have a beneficial interest or otherwise participate in such Person;

(11)a repurchase of Notes held by an Affiliate of the Issuer if repurchased on the same terms as have been offered to all Holders that are not Affiliates of the Issuer;

(12)payments by the Issuer and any of the Restricted Subsidiaries made for any transaction or financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with financings, acquisitions or divestitures), which payments are approved by a majority of the disinterested members of the board of directors (or comparable governing body or managers) of the Issuer in good faith (which, for the avoidance of doubt, may include payments to Affiliates of a Permitted Holder);

(13)investments by Affiliates in Indebtedness or preferred Equity Interests of the Issuer or any of its Subsidiaries, so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Issuer or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

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(14)intercompany transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Issuer and its Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and

(15)the entering into of any tax sharing agreement or arrangement that complies with Section 4.4(c)(18)(H) and the performance under any such agreement or arrangement.

Section 4.9. Issuance of Note Guarantees.

(a)The Issuer will cause each Material Restricted Subsidiary that is not a Guarantor and that guarantees the obligations under the First Lien Term Loan Credit Agreement to become a Guarantor, execute and deliver a supplemental indenture in the form of Exhibit D and joinders to the Collateral Documents or new Collateral Documents together with any other filings and other agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Notes Secured Parties in the Collateral of such Subsidiary, and deliver an Officer’s Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, in each case within 30 days of the date on which such Material Restricted Subsidiary was acquired, created, qualified, designated or guaranteed the obligations under the First Lien Term Loan Credit Agreement, as applicable. Thereafter, such Restricted Subsidiary will be a Guarantor for all purposes of this Indenture, subject to Article X.

Section 4.10. Designation of Restricted and Unrestricted Subsidiaries.

(a)The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that:

(1)immediately after and giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;

(2)at the time of the designation, the Issuer and its Restricted Subsidiaries could make a Restricted Payment in an amount equal to the Fair Market Value of the Subsidiary so designated in compliance with Section 4.4;

(3)at the time of such designation, to the extent that any Indebtedness of the Subsidiary so designated is not Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or any of its Restricted Subsidiaries could be incurred at such time in compliance with Section 4.3 and Section 4.4;

(4)such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless any such agreement, contract, arrangement or understanding would, immediately after giving effect to such designation, be permitted by Section 4.8; and

(5)such Subsidiary is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results unless such obligation

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could be performed by the Issuer in compliance with Section 4.4 (and the maximum amount of such obligation shall be deemed to be an Investment by the Issuer for purposes of Section 4.4).

Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolutions of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.3, the Issuer will be in default of Section 4.3.

(b)The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(1)immediately after and giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;

(2)such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if such Indebtedness is permitted under Section 4.3;

(3)the aggregate Fair Market Value of all outstanding Investments owned by the Unrestricted Subsidiary so designated will be deemed to be an Investment made as of the time of the designation and any such designation will only be permitted if the Investment would be permitted at that time in compliance with Section 4.4;

(4)all Liens upon property and assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.5; and

(5)such Unrestricted Subsidiary becomes a Guarantor pursuant to Section 4.9.

Section 4.11. Change of Control.

(a)If a Change of Control occurs, unless, prior to, or concurrently with, the time the Issuer is required to make a Change of Control Offer (as defined below), the Issuer has previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding Notes as described under Section 3.7 or Article VIII, the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuer may determine) plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date (as defined below). Within 30 days following any Change of Control, the Issuer will send

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notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee sent in the same manner, to each Holder to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

(1)that a Change of Control Offer is being made pursuant to Section 4.11 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

(2)the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days after the date such notice. is sent) as any or all such conditions referred to in Section 4.11(a)(8) shall be satisfied or waived;

(3)that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4)that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or otherwise in accordance with the procedures of DTC, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the paying agent receives, not later than the close of business on the second Business Day prior to the expiration time of the Change of Control Offer, an electronic transmission (in PDF), a facsimile transmission or letter setting forth the name of the Holder or otherwise in accordance with the procedures of DTC, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7)that if less than all of such Holder’s Notes are tendered for purchase, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered; provided that the unpurchased portion of the Notes must be equal to at least US$2,000 or an integral multiple of US$1,000 in excess of US$2,000;

(8)if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and describing each such condition, and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all

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such conditions shall be satisfied or waived, or that such purchase may not occur and such notice may be rescinded in the event that the Issuer shall determine that any or all such conditions shall not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and

(9)such other instructions, as determined by the Issuer, consistent with this covenant, that a Holder must follow.

(b)While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of Notes through the facilities of DTC, subject to its rules and regulations.

(c)The Issuer will comply with all applicable securities legislation in Canada and the United States including, without limitation, the requirements of Rule 14e-1 under the 1934 Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any applicable securities laws and regulations conflict with the provisions of Section 4.11, the Issuer will comply with such laws and regulations and will not be deemed to have breached its obligations under this Section 4.11 by virtue of such compliance.

(d)On the Change of Control Payment Date, the Issuer or its designated agent will, to the extent lawful:

(1)accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2)deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

(e)On the Change of Control Payment Date, the paying agent will promptly transmit to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such tendered Notes, and the Trustee, upon an order of the Issuer, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount that is US$2,000 or an integral multiple of US$1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(f)If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer.

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(g)The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

(h)Notwithstanding the preceding paragraphs of this Section 4.11, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes an offer to purchase the Notes in the manner, at the times and otherwise in substantial compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, or a notice of redemption has been given pursuant to Section 3.7, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Issuer or a third party may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

(i)In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer, Collateral Asset Sale Offer, Asset Sale Offer or other tender offer and the Issuer (or a third party making the offer as described above) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or third party offeror, as applicable, will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such offer described above, to redeem (in the case of the Issuer) or purchase (in the case of a third party offeror) all of the Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to the price paid to each other Holder in such offer (which may be less than par) plus, to the extent not included in such price, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).

The Issuer’s obligation to make a Change of Control Offer following a Change of Control may be waived or modified before or after the occurrence of such Change of Control with the written consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding.

Section 4.12. Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Notes.

So long as any of the Notes shall remain outstanding, the Issuer will, in accordance with Section 2.2 hereof, maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, or the Registrar) in the continental U.S. where the Notes may be surrendered for exchange or registration of transfer and where the Notes may be presented or surrendered for payment. If the Issuer shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, such surrenders or

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presentations may be made at the designated Corporate Trust Office, and the Issuer hereby appoints the Trustee its agent to receive at the aforesaid office all such surrenders or presentations. The Issuer may also from time to time designate one or more other offices or agencies in the continental U.S. where Notes may be presented or surrendered for any and all such purposes and may from time to time rescind such designations. The Issuer will give to Trustee prompt written notice of the location of any such office or agency and of any change of location thereof.

Section 4.13. Appointment to Fill a Vacancy in the Office of Trustee.

The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.7, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 4.14. Provision as to Paying Agent.

(a)If the Issuer will appoint a Paying Agent other than the Trustee, in accordance with the terms of this Indenture, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Agent shall undertake, subject to the provisions of this Section 4.14:

(1)that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes and will notify the Trustee of the receipt of sums to be so held;

(2)that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall be due and payable;

(3)that it will at any time during the continuance of any Event of Default specified in Section 6.1, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it; and

(4)that it will acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent.

(b)If the Issuer shall not act as its own Paying Agent, it will, by 11:00 a.m. (New York City time) on the due date of the principal of or premium, if any, or interest on any Notes, deposit with such Paying Agent a sum in same day funds sufficient to pay the principal of, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Trustee and the Holders of Notes entitled to such principal of or premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its failure so to act.

(c)If the Issuer shall act as its own Paying Agent, it will, by 11:00 a.m., (New York City time) on each due date of the principal of or premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto, a sum sufficient to

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pay such principal or premium or interest so becoming due and will notify the Trustee of any failure to take such action.

(d)Anything in this Section 4.14 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Paying Agent for delivery to the Trustee all sums held in trust by it, as required by this Section 4.14, such sums to be delivered by the Paying Agent to the Trustee to be held by the Trustee upon the trusts herein contained.

(e)Anything in this Section 4.14 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.14 is subject to the provisions of Section 8.4 and Section 8.6.

(f)Upon an Event of Default under Section 6.1(7), the Trustee shall be the Paying Agent.

Section 4.15. Maintenance of Corporate Existence.

So long as any of the Notes shall remain outstanding, the Issuer will at all times (except as otherwise provided or permitted in Article V of this Indenture) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 4.16. [Reserved]

Section 4.17. Compliance Certificate.

(a)The Issuer and the Guarantors will deliver to the Trustee within 90 days after the end of each fiscal year of the Issuer, beginning with the fiscal year ended December 31, 2019, a statement (which need not be an Officer’s Certificate) signed by the principal executive officer, the principal accounting officer or the principal financial officer of each of the Issuer and the Guarantors, stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Issuer and the Guarantors has performed its obligations under this Indenture, and further stating whether or not, to the knowledge of the signers, the Issuer is in default in the performance and observance of any of the terms, provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder) and if any Default or Event of Default occurred during such period. In the event of any such default, the certificate will describe such default, its status and what action the Issuer is taking or proposes to take with respect thereto.

(b)So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, promptly upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

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Section 4.18. Taxes.

The Issuer will pay, and will cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment would not have a material adverse effect on the financial condition of the Issuer and its Restricted Subsidiaries, taken as a whole.

Section 4.19. Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.20. Covenant Suspension.

(a)If on any date following the Issue Date (1) the Notes are rated Investment Grade by any two Approved Rating Organizations; and (2) no Default or Event of Default shall have occurred and be continuing, (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day and at all times thereafter until the Reinstatement Date (“Suspension Period”), and subject to Section 4.20(c) below, the provisions of this Indenture set forth in Section 4.3, Section 4.4, Section 4.6, Section 4.7, Section 4.8, Section 4.9 and Section 5.1(a)(4) (collectively, the “Suspended Covenants”) hereof will be suspended.

(b)During any Suspension Period, the Board of Directors of the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.10.

(c)In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of Section 4.20(a) and, on a subsequent date, at least one of the Approved Rating Organizations which rates the Notes withdraws its Investment Grade rating, or downgrades the rating assigned to the Notes below an Investment Grade rating, or ceases to rate the Notes (in each case, such date, the “Reinstatement Date”), then the Issuer and its Restricted Subsidiaries will after the Reinstatement Date again be subject to the Suspended Covenants with respect to future events for the benefit of the Notes.

(d)On the Reinstatement Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be subject to Section 4.3. To the extent such Indebtedness or Disqualified Stock would not be so permitted to be incurred or issued pursuant to such covenant, such Indebtedness or Disqualified Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.3(b)(5).

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(e)Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.4 will be made as though Section 4.4 had been in effect from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.4(a) to the extent provided therein.

(f)For purposes of Section 4.6, on the Reinstatement Date, any contractual encumbrances or restrictions of the type specified in Sections 4.6(a)(1) through 4.6(a)(3) entered into (or which the Issuer or any Restricted Subsidiary of the Issuer became legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under Section 4.6(b)(1).

(g)For purposes of Section 4.7, on the Reinstatement Date, the unutilized Excess Proceeds amount will be reset to zero.

(h)For purposes of Section 4.8, any contract, agreement, loan, advance or guarantee with or for the benefit of, any Affiliate of the Issuer entered into (or which the Issuer or any Restricted Subsidiary of the Issuer became legally obligated to enter into) during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.8(b)(5).

(i)Notwithstanding that the Suspended Covenants may be reinstated:

(1)no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or on the Reinstatement Date) or after the Suspension Period based solely on events that occurred during the Suspension Period; and

(2)neither (a) the continued existence, after the Reinstatement Date, of facts and circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that (I) the Issuer and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of the Notes ceasing to be rated Investment Grade, and (II) the Issuer reasonably believed that such incurrence or actions would not result in such ceasing.

Section 4.21. Additional Amounts.

(a)All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor makes any payment on the Notes or any Note Guarantee or any department or political

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subdivision thereof (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or any Note Guarantee, such Payor, subject to the exceptions stated below, will pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted.

(b)A Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to:

(1)Canadian withholding Taxes imposed on a payment to a Holder or Beneficial Holder with which the Payor does not deal at arm’s length for the purposes of the Tax Act at the time of making such payment (other than where the non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes or any Note Guarantee);

(2)a debt or other obligation to pay an amount to a person with whom the applicable Payor is not dealing at arm’s length within the meaning of the Tax Act (other than where the non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes or any Note Guarantee);

(3)any Canadian withholding Taxes imposed on a payment or deemed payment to a Holder or Beneficial Holder by reason of such Holder or Beneficial Holder being a “specified shareholder” of the Issuer (within the meaning of subsection 18(5) of the Tax Act) at the time of payment or deemed payment, or by reason of such Holder or Beneficial Holder not dealing at arm’s length for the purposes of the Tax Act with a “specified shareholder” of the Issuer at the time of payment or deemed payment (other than where the Holder or Beneficial Holder is a “specified shareholder,” or does not deal at arm’s length with a “specified shareholder,” as a result of the exercise or enforcement of rights under any Notes or any Note Guarantee);

(4)Taxes giving rise to such Additional Amounts that would not have been imposed but for the existence of any present or former connection between such Holder (or the Beneficial Holder of, or person ultimately entitled to obtain an interest in, such Notes, including a fiduciary, settler, beneficiary, member, partner, shareholder or other equity interest owner of, or possessor of power over, such Holder or Beneficial Holder, if such Holder or Beneficial Holder is an estate, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, the Relevant Taxing Jurisdiction but not including any connection resulting solely from the acquisition, ownership, or disposition of Notes, the receipt of payments thereunder and/or the exercise or enforcement of rights under any Notes or any Note Guarantee);

(5)Taxes giving rise to such Additional Amounts that would not have been imposed but for the failure of such Holder or Beneficial Holder, to the extent such Holder or

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Beneficial Holder is legally eligible to do so, to timely satisfy any certification, identification, information, documentation or other reporting requirements concerning such Holder’s or Beneficial Holder’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or arm’s length relationship with the Payor or otherwise establish the right to the benefit of an exemption from, or reduction in the rate of, withholding or deduction, if such compliance is required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or Beneficial Holder is not resident in the Relevant Taxing Jurisdiction);

(6)any estate, inheritance, gift, sales, transfer, personal property, excise or any similar Taxes or assessment;

(7)any Taxes that were imposed with respect to any payment on a Note to any Holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment and to the extent the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had the Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note;

(8)Taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such Taxes had such Notes been presented for payment (where presentation is required) within 30 days after the date on which such payments or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent such Holder or Beneficial Holder would have been entitled to such Additional Amounts had such Notes been presented on the last day of such 30 day period);

(9)any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Note Guarantee;

(10)any Taxes that are imposed or withheld as a result of the presentation of any Note for payment by or on behalf of a Holder or Beneficial Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent;

(11)any Taxes imposed under FATCA; or

(12)any combination of the foregoing subclauses (1) through (11).

(c)At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which such payment is due and payable, in which case it will be promptly thereafter), the Payor will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and

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will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders and/or Beneficial Holders on the payment date.

(d)The Issuer will indemnify and hold harmless the Holders and Beneficial Holders of the Notes for the amount of any Taxes under Regulation 803 of the Tax Act, or any similar or successor provision (other than Taxes described in subclauses (1) through (12) above (but including, notwithstanding subclause (9), any Taxes payable pursuant to Regulation 803 of the Tax Act) or Taxes arising by reason of a transfer of the Note to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes of the Tax Act except where such non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes or any Note Guarantee) levied or imposed on and paid by such a Holder or Beneficial Holder as a result of payments made under or with respect to the Notes or any Note Guarantee.

(e)In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration, delivery or enforcement of the Notes (other than on or in connection with a transfer of the Notes other than the initial sale by an Initial Purchaser), any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee and/or any other such document or instrument (limited, solely in the case of taxes, charges or duties attributable to any payments with respect thereto, to any such taxes, charges or duties imposed in a Relevant Taxing Jurisdiction that are not excluded under Sections 4.21(b)(5) through (8) and (10) and (11)).

(f)The obligations under this Section 4.21 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described hereunder, if applicable.

Section 4.22. After-Acquired Property.

From and after the Issue Date, and subject to the applicable limitations and exceptions set forth in the Collateral Documents and this Indenture (including with respect to Excluded Assets), if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Collateral Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral pursuant to the Collateral Documents), it will be required to execute and deliver such security instruments, financing statements and such Officer’s Certificates and Opinions of Counsel as are required under this Indenture or any Collateral Document and to otherwise comply with the requirements of the Collateral Requirement to provide to the Notes Collateral Agent for the benefit of the Notes Secured Parties a perfected security interest (subject to Permitted Liens) in such after-acquired collateral and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all

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provisions of the this Indenture and the Collateral Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect, including, without limitation:

(a)(i) Any Subsidiary of the Issuer which becomes a Guarantor shall take all such actions necessary to comply with the Collateral Requirement within sixty (60) days after the occurrence of such event causing such Subsidiary to become a Guarantor (or such longer period as the Notes Collateral Agent may agree in its reasonable discretion), and (ii) the Issuer shall within ninety (90) days after the acquisition of such property or rights cause such property (or such longer period as the Notes Collateral Agent may agree in its reasonable discretion) to be subjected to a Lien to the extent required by the Collateral Requirement and will take, or cause the relevant Guarantor to take, such actions as shall be necessary (as determined by the Issuer in good faith) to grant and perfect or record such Lien, in each case in a manner consistent with the Collateral Requirement and the procedures outlined in the Credit Facilities, to the extent applicable.

(b)(i) with respect to Material Real Property set forth on Schedule I, within ninety (90) days after the Issue Date (or such longer period as the Notes Collateral Agent may agree in its reasonable discretion) and (ii) with respect to Material Real Property acquired after the Issue Date, within ninety (90) days after the date of such acquisition (or such longer period as the Notes Collateral Agent may agree in its reasonable discretion), the Issuer shall, in each case, take, or cause the relevant Guarantor to take, the actions referred to in the Credit Agreement to provide a Mortgage in favor of the Notes Collateral Agent with respect to such Material Real Property to the extent such Material Real Property shall not already be subject to a valid and perfected Lien pursuant to the Collateral Requirement;

provided, that (i) the Notes Collateral Agent shall be deemed to have made such a reasonable determination if such a determination has already been made by either the First Lien Revolving Credit Agreement Collateral Agent or the First Lien Term Loan Collateral Agent (with respect to the First Lien Revolving Credit Agreement or the First Lien Term Loan Credit Agreement, respectively) and (ii) with respect to the time periods referred to in this Section 4.22 that are subject to extensions as the Notes Collateral Agent may agree, it is understood and agreed that the administrative agent under the First Lien Revolving Credit Agreement or the First Lien Term Loan Credit Agreement may grant extensions of time under the Credit Agreements for such actions necessary to comply with the Collateral and Guarantee Requirement, and any such extension shall apply hereunder as if the Notes Collateral Agent had agreed to such extensions.

ARTICLE V

SUCCESSOR COMPANY

Section 5.1. Amalgamation, Merger, Consolidation or Sale of Assets.

(a)The Issuer may not, in any transaction or series of transactions: (I) amalgamate, merge or consolidate with or into another Person (whether or not the Issuer is the surviving Person); or (II) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all

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of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1)either:

(A)the Issuer is the surviving entity; or

(B)the Person formed by or surviving any such amalgamation, merger or consolidation (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Person organized or existing under the laws of Canada or any province thereof or the United States, any state of the United States or the District of Columbia;

(2)the Person formed by or surviving any such amalgamation, merger or consolidation (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes, this Indenture and the Collateral Documents either by operation of law or pursuant to an assumption agreement or other instrument reasonably satisfactory to the Trustee;

(3)immediately after such transaction or series of transactions, and giving pro forma effect to any related financing transactions, no Default or Event of Default exists;

(4)on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Issuer or the Person formed by or surviving any such amalgamation, merger or consolidation (if other than the Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, will be permitted to incur at least $1.00 of additional Indebtedness pursuant to either the Fixed Charge Coverage Ratio test or the Consolidated Net Leverage Ratio test set forth in Section 4.3(a) or (B) either (x) the Fixed Charge Coverage Ratio is equal to or greater than it was immediately prior thereto or (y) the Consolidated Net Leverage Ratio of the Issuer and its Restricted Subsidiaries would be equal to or less than the Consolidated Net Leverage Ratio of the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5)the Issuer has delivered to the Trustee (i) an Opinion of Counsel stating that such transaction and, if an assumption agreement or other instrument is required in connection with such transaction, such assumption agreement or other instrument, complies with Sections 5.1(a) (1) and 5.1(a) (2), and (ii) an Officer’s Certificate stating that all conditions precedent contained in this Indenture relating to such transaction have been complied with;

(6)to the extent any assets of the Person which is amalgamated, merged or consolidated with or into another Person are assets of the type which would constitute Collateral under the Collateral Documents, the surviving Person will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture or any of the Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Collateral Documents; and

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(7)the Collateral owned by or transferred to the Person formed by or surviving any such amalgamation, merger or consolidation (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made shall: (a) continue to constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties, and (c) not be subject to any Lien other than Permitted Liens.

(b)A Guarantor may not, in any transaction or series of transactions: (I) amalgamate, consolidate or merge with or into another Person (whether or not such Guarantor is the surviving Person); or (II) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets to another Person, other than the Issuer or a Restricted Subsidiary of the Issuer (in the case of either (I) or (II) above), unless:

(1)immediately after giving effect to that transaction, and giving pro forma effect to any related financing transactions, no Default or Event of Default exists;

(2)either:

(A)the Person acquiring the property in any such sale, assignment, transfer, conveyance, lease or other disposition or the Person formed by or surviving any such amalgamation, merger or consolidation assumes all the obligations of that Guarantor under its Note Guarantee, either by operation of law or pursuant to an assumption agreement or other instrument reasonably satisfactory to the Trustee; or

(B)such sale, assignment, transfer, conveyance, lease or other disposition does not violate Section 4.7;

(3)the Issuer has delivered to the Trustee (i) an Opinion of Counsel stating that such transaction and, if an assumption agreement or other instrument is required in connection with such transaction, such assumption agreement or other instrument, complies with Section 5.1(b) (2) (A) and (ii) an Officer’s Certificate stating that all conditions precedent contained in this Indenture relating to such transaction have been complied with;

(4)to the extent any assets of the Guarantor which is merged, consolidated or amalgamated with or into another Person are assets of the type which would constitute Collateral under the Collateral Documents, such Person will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture or any of the Collateral Documents and shall take all reasonably necessary action so that such Lien in perfected to the extent required by the Collateral Documents; and

(5)the Collateral owned by or transferred to the surviving Person shall: (i) continue to constitute Collateral under this Indenture and the Collateral Documents, (ii) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties, and (iii) not be subject to any Lien other than Permitted Liens.

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(c)For purposes of this Section 5.1, transfers among or between the Issuer and its Restricted Subsidiaries will be disregarded.

Section 5.2. Successor Substituted.

Upon any consolidation or merger, or amalgamation, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole or a Guarantor in accordance with Section 5.1 hereof, the successor formed by such consolidation or amalgamation or into which the Issuer or such Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made (in each case, if not the Issuer or such Guarantor, as applicable) shall succeed to, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Notes, the Note Guarantees and any Collateral Document with the same effect as if such successor had been named as the Issuer or such Guarantor, as applicable, herein and shall be substituted for the Issuer or such Guarantor, as applicable (so that from and after the date of such consolidation, amalgamation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” and the “Guarantor,” as applicable, shall refer instead to the successor and not to the predecessor); and thereafter, except in the case of such a disposition by way of a lease, the Issuer or such Guarantor shall be discharged and released from all obligations and covenants under this Indenture, the Notes, the Collateral Documents and the Note Guarantees, other with respect to any Additional Amounts owing.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.1. Events of Default.

Each of the following is an “Event of Default”:

(1)default for 30 days in the payment when due of interest on the Notes;

(2)default in the payment when due (at Stated Maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3)failure by the Issuer or any Guarantor to comply with any of the other obligations, covenants or agreements (other than a default referred to in Section 6.1(1) or Section 6.1(2)) in this Indenture for 60 days after written notice has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 30% of the aggregate principal amount of the Notes;

(4)default under any other mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee existed on the Issue Date, or is created after the Issue Date, if that default:

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(A)is caused by a failure to pay principal of such Indebtedness prior to the expiration of the applicable grace or cure period after final maturity provided in such Indebtedness (a “Payment Default”); or

(B)results in the acceleration of such Indebtedness prior to its Stated Maturity;

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default, which remains outstanding or the maturity of which has been so accelerated, aggregates an amount greater than $50.0 million; provided that if any such Payment Default is cured or waived or any such acceleration is rescinded, as the case may be, such Event of Default under this Indenture and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(5)failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of an amount greater than $50.0 million in cash rendered against the Issuer or any Restricted Subsidiary by a court of competent jurisdiction, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments becomes final and non-appealable;

(6)except as permitted by this Indenture, any Note Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any such Guarantor shall deny or disaffirm its obligations under its Note Guarantee;

(7)the Issuer or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:

(A)commences a voluntary case or proceeding;

(B)applies for or consents to the entry of an order for relief against it in an involuntary case or proceeding;

(C)applies for or consents to the appointment of a Custodian of it or for all or substantially all of its assets; or

(D)makes a general assignment for the benefit of its creditors;

(8)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against the Issuer or any of its Significant Subsidiaries as debtor in an involuntary case or proceeding;

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(B)appoints a Custodian of the Issuer or any of its Significant Subsidiaries or a Custodian for all or substantially all of the assets of the Issuer or any of its Significant Subsidiaries; or

(C)orders the liquidation of the Issuer or any of its Significant Subsidiaries;

and, in any such case, the order or decree remains unstayed and in effect for 60 consecutive days and, in the case of the insolvency of a Significant Subsidiary, such Significant Subsidiary remains a Significant Subsidiary on such 60th day; or

(9)other than by reason of the satisfaction in full of all obligations under this Indenture and discharge of this Indenture with respect to the Notes or the release of such Collateral with respect to the Notes in accordance with the terms of this Indenture and the Collateral Documents,

(A)in the case of any security interest with respect to Collateral having a fair market value in excess of 5.0% of Total Assets, individually or in the aggregate, such security interest under the Collateral Documents shall, at any time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable and any such default continues for 30 days after notice of such default shall have been given to the Issuer by the Trustee or the Holders of at least 30% of the principal amount of the then outstanding Notes issued under this Indenture, except to the extent that any such default (A) results from the failure of the Notes Collateral Agent to maintain possession of certificates, promissory notes or other instruments actually delivered to it representing securities pledged under the Collateral Documents or (B) to the extent relating to Collateral consisting of real property, is covered by a title insurance policy with respect to such real property and such insurer has not denied coverage;

(B)the Issuer or any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security interest under any Collateral Document is invalid or unenforceable; or

(C)the Liens created by the Collateral Documents shall at any time not constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (unless perfection is not required by this Indenture or the Collateral Documents) other than (i)(A) in accordance with the terms of the relevant Collateral Document and this Indenture, (B) the satisfaction in full of all obligations under this Indenture or (C) any loss of perfection that results from the failure of the Notes Collateral Agent to maintain possession of certificates delivered to it representing securities pledged under the Collateral Documents and (ii) such default continues for 30 days after notice of such default shall have been given to the Issuer by the Trustee or the Holders of at least 30% of the principal amount of the then outstanding Notes issued under this Indenture.

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Section 6.2.Acceleration of Maturity; Rescission and Annulment.

In the case of an Event of Default specified in Section 6.1(7) or Section 6.1(8), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare to be immediately due and payable, by notice in writing to the Issuer and (if given by the Holders) to the Trustee, the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration; provided, however, that after any such declaration of acceleration, the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind and annul such declaration if: (a) all existing Events of Default, other than the non-payment of the principal of, interest and premium (if any) on the Notes that have become due solely by the declaration of acceleration, have been cured or waived; and (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

Section 6.3.Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium (if any) or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.

Section 6.4. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture and the Collateral Documents except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes or a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected.

Section 6.5.Control by Majority.

The Holders of a majority in principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or the Notes Collateral Agent or of exercising any trust or power conferred on the Trustee or the Notes Collateral Agent. However, the Trustee or the Notes Collateral Agent, as applicable, may refuse to follow any direction that conflicts with law or this

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Indenture or, subject to Section 7.1 hereof, that is unduly prejudicial to the rights of other Holders or would involve the Trustee or Notes Collateral Agent in personal liability; provided, however, that the Trustee or the Notes Collateral Agent, as applicable, may take any other action deemed proper by the Trustee or the Notes Collateral Agent, as applicable, that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee or the Notes Collateral Agent, as applicable, shall be entitled to receive indemnification satisfactory to it against all loss, liability and expense caused by taking or not taking such action.

Section 6.6.Limitation on Suits.

Except to enforce payment of the principal of, and premium (if any) or interest on any Note on or after the Stated Maturity of such Note (after giving effect to the grace periods specified in Section 6.1(1) and Section 6.1(2)), a Holder will not have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless the Trustee:

(1)shall have failed to act for a period of 60 days after previously receiving written notice of a continuing Event of Default from such Holder and a request to act from Holders of at least 30% in aggregate principal amount of the Notes then outstanding;

(2)has been offered indemnity and funding thereof, if requested, satisfactory to the Trustee in its reasonable judgment; and

(3)during such 60 day period, has not received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder prejudices the rights of any other Holders or obtains preference or priority over such other Holders).

Section 6.7.Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the contractual right of any Holder to receive payment of principal of, premium, if any, and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the avoidance of doubt, no amendment to, or deletion or waiver of, Article IV (other than Section 4.1), or any action taken by the Issuer or any Guarantor that is not prohibited under this Indenture, shall be deemed to impair or affect any rights of any Holder of Notes to receive payment of principal of, or premium, if any, or interest on, the Notes.

Section 6.8.Collection Suit by Trustee.

If an Event of Default specified in Section 6.1(1) or Section 6.1(2) hereof occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust

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against the Issuer or any Guarantor for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.6  hereof to cover the costs and expenses of collection, including the reasonable compensation, disbursement and advances of the Trustee, its agents and counsel.

Section 6.9.Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor or their respective creditors or properties, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.6 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.Priorities.

If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

First: to the payment of all amounts due to the Trustee under Section 7.6 hereof and all amounts due to the Notes Collateral Agent;

Second: to Holders for amounts due and unpaid on the Notes for principal and interest and premium, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest and premium, if any, respectively; and

Third: to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11.Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a

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suit by a Holder pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in outstanding principal amount of the Notes.

ARTICLE VII
TRUSTEE

Section 7.1.Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b)Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates and opinions which by any provision hereof or thereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1)this Section 7.1(c) does not limit the effect of Section 7.1(b) hereof;

(2)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.1.

(e)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to

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believe that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it.

Section 7.2.Rights of Trustee.

(a)The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel or both. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.

(e)The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)Except for a default under Section 6.1(1) or Section 6.1(2) hereof (provided that the Trustee is the Paying Agent), the Trustee shall not be deemed to have notice of any default or event of default unless written notice is received by a Trust Officer of the Trustee at the Corporate Trust Office, and such notice references the Notes and this Indenture and states that it is a notice of Default or Event of Default.

(g)In no event shall the Trustee be responsible or liable for special, incidental, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(h)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

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(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder, including the Notes Collateral Agent.

(j)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(k)The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

Section 7.3.Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) after a Default has occurred and is continuing, it must (i) eliminate such conflict within 90 days, (ii) apply to the Commission for permission to continue or (iii) resign. The Trustee is also subject to Sections 7.9 and 7.10 hereof.

Section 7.4.Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, it shall not be responsible for the use or application of any money received by any Paying Agent (other than itself as Paying Agent), and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

The Trustee does not assume any responsibility for any failure or delay in performance or any breach by the Issuer or any other Grantor under this Indenture, the First Intercreditor Agreement and the Collateral Documents. The Trustee shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture, the Collateral Documents, the First Lien Intercreditor Agreement or in any certificate, report, statement, or other document referred to or provided for in, or received by the Trustee under or in connection with, this Indenture, the First Lien Intercreditor Agreement or any Collateral Document; the execution, validity, genuineness, effectiveness or enforceability of the First Lien Intercreditor Agreement and any Collateral Document of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Notes Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Notes Obligations under this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents.

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Section 7.5.Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall mail (or in the case of Global Notes, deliver electronically in accordance with the Applicable Procedures of the Depositary) to each Holder notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default relating to payment of principal of, premium, if any, or interest on, any Note (including payments pursuant to the redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long as its board of directors, the executive committee of its board of directors or a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders.

Section 7.6.Compensation and Indemnity.

(a)The Issuer shall pay to the Trustee from time to time compensation for its services as the Issuer and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it, including but not limited to the costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel (in the case of Canadian counsel, on a solicitor-client, full-indemnity basis) retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents and counsel (and in the case of Canadian counsel, on a solicitor-client, full-indemnity basis). The Issuer shall indemnify and hold harmless the Trustee (in its individual and trustee capacities) and its officers, directors, employees, shareholders and agents against any and all loss, liability, claims, action, suit, cost or expense (including reasonable attorneys’ fees (and in the case of Canadian attorneys, on a solicitor-client, full-indemnity basis)) of any kind and nature whatsoever incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 7.6) and of defending itself against any claims or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder (whether asserted by any Holder, the Issuer or otherwise). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel (and in the case of Canadian counsel, on a solicitor-client, full-indemnity basis). The Issuer is not required to reimburse any expense or indemnify against any loss, liability claim, suit, cost or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence.

(b)To secure the Issuer’s payment obligations in this Section 7.6, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of, premium (if any) and interest on particular Notes.

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(c)The Issuer’s payment obligations pursuant to this Section 7.6 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.1(7) hereof with respect to the Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.7.Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.7.

(b)The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in outstanding principal amount of the Notes may remove the Trustee by so notifying the Trustee and the Issuer and may appoint a successor Trustee. The Issuer may remove the Trustee if: (i) the Trustee fails to comply with Section 7.9 hereof; (ii) the Trustee is adjudged bankrupt or insolvent; (iii) a Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting.

(c)If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in outstanding principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

(d)A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail or deliver electronically a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.6 hereof.

(e)If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in outstanding principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f)If the Trustee fails to comply with Section 7.9 hereof after written notice thereto, the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(g)Notwithstanding the replacement of the Trustee pursuant to this Section 7.7, the Issuer’s obligations under Section 7.6 hereof shall continue for the benefit of the retiring Trustee.

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Section 7.8.Successor Trustee by Merger.

(a)If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Trustee.

(b)If at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Notes so authenticated; and if at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.9.Eligibility; Disqualification.

The Trustee shall at all times satisfy the requirements of Trust Indenture Act Section 310(a) with the same effect as if this Indenture were qualified under the Trust Indenture Act. There shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the U.S. or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus (together with its Affiliates) of at least $15 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Trust Indenture Act Section 310(b) with the same effect as if this Indenture were qualified under the Trust Indenture Act.

Section 7.10.Preferential Collection of Claims Against Company.

The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.

Section 7.11.Collateral Documents; First Lien Intercreditor Agreement.

By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agent, as the case may be, to execute and deliver the Joinder Agreement and any other Collateral Documents in which the Trustee or the Notes Collateral Agent, as applicable, is named as a party, including any Collateral Documents executed on or after the Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the First Lien Intercreditor Agreement or any other Collateral Documents, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

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ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.1.Discharge of Liability on Notes; Defeasance.

(a)Subject to Section 8.1(c) hereof, this Indenture, the Note Guarantees and the Collateral Documents will cease to be of further effect as to all Notes issued hereunder when (i) either (x) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation or (y) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination of cash in U.S. dollars and Government Securities, in amounts as will be sufficient to pay and discharge the principal, premium, if any, and accrued interest to the date of final maturity or redemption, (ii) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer or any Restricted Subsidiary is a party or by which the Issuer or any Restricted Subsidiary is bound, (iii) the Issuer has paid or caused to be paid all sums then payable by it under this Indenture, and (iv) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Notes at Stated Maturity or the Redemption Date, as the case may be.

(b)Subject to Section 8.2 hereof, the Issuer at its option at any time may terminate (i) all its obligations, except as specified in Section 8.1(c) hereof, under the Notes and this Indenture, the Collateral Documents and all obligations of the Guarantors with respect to their Note Guarantees (“legal defeasance option”), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section  4.7, Section 4.8, Section 4.9, Section 4.11 and Section 4.22 hereof, except to the extent such obligations are imposed by Section 5.1(a)(4) hereof, and the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and the operation of Section 6.1(3), Section 6.1(4), Section 6.1(5), Section 6.1(6), Section 6.1(9) and the events specified in such Sections shall no longer constitute an Event of Default (this clause (ii) being referred to as the “covenant defeasance option”), but otherwise the remainder of this Indenture and the Notes shall be unaffected thereby. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor shall be released from its obligations with respect to its Note Guarantee as provided in Section 10.10 hereof.

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IftheIssuerexercisesitslegaldefeasanceoption,paymentoftheNotesmaynotbeacceleratedbecauseofanEventofDefault.IftheIssuerexercisesitscovenantdefeasanceoption,paymentoftheNotesmaynotbeacceleratedbecauseofanEventofDefaultspecifiedinSection6.1(3),Section6.1(4)andSection6.1(5)hereoforthefailureoftheIssuertocomplywith Section5.1(a)(4).

Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates, on demand of the Issuer (accompanied by an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided in this Indenture relating to the legal defeasance or covenant defeasance, as the case may be, have been complied with) and at the cost and expense of the Issuer.

(c)Notwithstanding the provisions of Section 8.1(a)) and Section 8.1(b) hereof, the obligations of the Issuer in Section 2.3, Section 2.4, Section 2.5, Section 2.6, Section 2.7, Section 2.9, Section 7.6, Section 7.7 hereof, and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the following provisions shall survive until otherwise terminated or discharged hereunder:

(1)the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.2;

(2)the Issuer’s obligations concerning issuing temporary Notes, mutilated, destroyed, lost, or stolen Notes and the maintenance of a register in respect of the Notes;

(3)the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(4)this Section 8.1.

Section 8.2.Conditions to Defeasance.

The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

(1)the Issuer shall have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Notes an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes;

(2)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing);

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(3)the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others;

(4)the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been in the case if such covenant defeasance had not occurred;

(5)the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee;

(6)such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and

(7)the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with.

Section 8.3.Delivery and Application of Trust Money.

The Trustee shall hold in trust money or Government Securities deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from Government Securities in accordance with this Indenture to the payment of principal, premium, if any, of and interest on the Notes.

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Any funds or obligations deposited with the Trustee pursuant to this  Article VIII shall be (a) denominated in the currency or denomination of the Notes in respect of which such deposit is made, (b) irrevocable, subject to certain exceptions, and (c) made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of, premium, if any, and interest on the Notes being satisfied.

Section 8.4.Repayment to Company.

The Trustee and each Paying Agent shall promptly turn over to the Issuer upon receipt of an Issuer Order any excess money or securities held by them upon payment of all the obligations under this Indenture.

Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal of, or premium, if any, or interest on the Notes that remains unclaimed for two years (or any such money then held by the Issuer or any Subsidiary shall be discharged from any trust hereunder), and, thereafter, Holders entitled to the money must look to the Issuer for payment as unsecured general creditors; provided, however, that, if any Definitive Notes are then outstanding, the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 8.5.Indemnity for Government Securities.

The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal and interest received on such Government Securities.

Section 8.6.Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money in accordance with this Article VIII by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and the Guarantors’ obligations under this Indenture and the affected Notes shall be revived and reinstated as though no money had been deposited pursuant to this Article VIII until such time as the Trustee or such Paying Agent is permitted to apply all such money or Government Securities in accordance with this Article VIII; provided that if the Issuer has made any payment in respect of principal of, premium, if any, or interest on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee.

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ARTICLE IX
AMENDMENTS

Section 9.1.Without Consent of Holders.

Notwithstanding Section 9.2 of this Indenture, the Issuer, the Guarantors, the Trustee and/or the Notes Collateral Agent may amend or supplement this Indenture, the Notes, the Note Guarantees and the Collateral Documents without notice to or consent of any Holder:

(1)to cure any ambiguity, defect or inconsistency;

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);

(3)to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of Notes in the case of an amalgamation, merger or consolidation or sale of all or substantially all of the Issuer’s or a Guarantor’s assets or otherwise to comply with Section 5.1;

(4)to add a co-issuer of the Notes, to add any additional Guarantors or to evidence the release of any Guarantor from its obligations under its Note Guarantee to the extent that such release is permitted by this Indenture, or to secure the Notes and the Note Guarantees or add collateral with respect to the Notes;

(5)to conform the text of this Indenture, the Notes, the Note Guarantees or the Collateral Documents to any provision of the “Description of Secured Notes” set forth in the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Collateral Documents;

(6)to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;

(7)to surrender any right or power conferred upon the Issuer or make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any such Holder;

(8)to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee;

(9)to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee and/or the Notes Collateral Agent for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Collateral Documents or otherwise;

(10)to add Additional First Lien Secured Parties to any Collateral Documents;

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(11)to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the First Lien Intercreditor Agreement, taken as a whole, or any joinder thereto; and

(12)in the case of any Collateral Document, to include therein any legend required to be set forth therein pursuant to the First Lien Intercreditor Agreement or to modify any such legend as required by the First Lien Intercreditor Agreement.

Section 9.2.With Consent of Holders.

(a)Except as provided in this Section 9.2, the Issuer, the Guarantors and the Trustee with the affirmative votes of the Holders of at least a majority in principal amount of the Notes represented and voting at a meeting of Holders, or by a resolution in writing of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or offer to purchase, or exchange offer for, Notes):

(1)this Indenture, the Notes, the Note Guarantees and the Collateral Documents may each be amended or supplemented; and

(2)any existing Default or Event of Default or lack of compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Collateral Documents may be waived.

(b)Without the consent of, or a resolution passed by the affirmative votes of or signed by, each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of any Note or change the time for payment thereof;

(3)reduce the rate of or change the time for payment of interest on any Note;

(4)make any Note payable in a currency other than that stated in the Notes;

(5)waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(6)amend the contractual right expressly set forth in the Indenture and the Notes of any Holder to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holders’ Notes on or after the due dates therefor;

(7)modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the Holders;

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(8)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or

(9)modify these amending provisions.

Notwithstanding the foregoing, without the consent of the Holders of at least 662/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (A) make any change in any Collateral Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Notes Obligations in respect of the Notes in any material portion of the Collateral in any way adverse to the Holders in any material respect, other than, in each case, as provided under the terms of the Collateral Documents or the First Lien Intercreditor Agreement.

Any item of business referred to in this Indenture requiring the written approval or consent of the Holders may be obtained by means of the affirmative vote of the requisite Holders represented at a duly constituted meeting of Holders or a resolution in writing of the requisite Holders of Notes then outstanding.

The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if the consent approves the substance of the proposed amendment or waiver.

After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer shall send to each Holder of Notes affected thereby a notice briefly describing such amendment. The failure to give such notice to any or all Holders, or any defect therein, shall not impair or affect the validity of any amendment, supplement or waiver under this Section 9.2.

Section 9.3.Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No

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such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.4.Notation on or Exchange of Notes.

If an amendment or supplement changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee, upon receipt of an Issuer Order, shall authenticate a new Note that reflects the changed terms, but the failure to make the appropriate notation or to issue a new Note shall not affect the validity and effect of such amendment or supplement.

Section 9.5.Trustee to Sign Amendments.

The Trustee and the Notes Collateral Agent shall sign any amendment or supplement authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, powers, liabilities or immunities of the Trustee or the Notes Collateral Agent, as applicable. If it does, the Trustee may but need not sign it. In signing any amendment or supplement the Trustee and the Notes Collateral Agent shall receive, and (subject to Section 7.1  hereof) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel, each stating that the execution of such amendment or supplement is authorized or permitted by this Indenture.

ARTICLE X

NOTE GUARANTEES

Section 10.1.Note Guarantees.

Subject to this Article X, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, the full and punctual payment of principal of, premium (if any) and interest on the Notes when due, whether at Stated Maturity, or upon redemption, required repurchase pursuant to Section 4.7 or Section 4.11 hereof, acceleration or otherwise, and all other monetary obligations owing by the Issuer under this Indenture (including obligations owing to the Trustee) and the Notes (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors, and that the Guarantors will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to promptly pay the same. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. All payments under each Note Guarantee will be made in U.S. dollars.

The Guarantors waive presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waive notice of protest for nonpayment. The Guarantors waive

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notice of any Default under the Notes or the Obligations. The obligations of the Guarantors hereunder shall not be affected by: (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, the Note Guarantees or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article X), the Notes, the Note Guarantees or any other agreement; (iv) the release of security, if any, held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; (vi) any change in the ownership of the Issuer; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity, except for payment of the Notes in full.

The Guarantors, jointly and severally, further agree that their Note Guarantees herein constitute a guarantee of payment when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to security, if any, held for payment of the Obligations.

The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (except to the extent provided in Section  10.2 hereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise.

The Guarantors, jointly and severally, further agree that their Note Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Issuer to pay any Obligation when and as the same shall become due, whether at Stated Maturity, upon redemption, required repurchase, acceleration or otherwise, the Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee.

The Guarantors, jointly and severally, agree that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations may be accelerated as provided in Article VI for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 10.1.

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The Guarantors, jointly and severally, also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.1.

The Note Guarantee issued by any Guarantor shall be a general senior secured obligation of such Guarantor and shall be pari passu in right of payment with all existing and future senior Indebtedness of such Guarantor, if any.

Section 10.2.Limitation on Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Fraudulent Preferences Act (Alberta), the Statute of Elizabeth or any similar federal, provincial or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.3.Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 10.1, each Guarantor hereby agrees that this Indenture (or a supplemental indenture substantially in form of Exhibit D hereof) will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.1  will remain in full force and effect notwithstanding any absence of a notation of such Note Guarantee on any Note.

If an officer whose signature is on this Indenture (or a supplemental indenture substantially in form of Exhibit D hereof) no longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee of such Guarantor shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Issuer or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date, the Issuer shall comply with the provisions of Section 4.9 hereof and this Article X, to the extent applicable.

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Section 10.4.Successors and Assigns.

Except as otherwise provided in Section 10.9 hereof, this Article X shall be binding upon the Guarantors and their successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights in accordance with the terms of this Indenture by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture, the Notes and the Note Guarantees.

Section 10.5.No Waiver.

Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute or otherwise.

Section 10.6.Right of Contribution.

Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of this Article X. The provisions of this Section 10.6 shall in no respect limit the obligations and liabilities of any Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

Section 10.7.No Subrogation.

Notwithstanding any payment or payments made by any of the Guarantors hereunder, no Guarantor shall be entitled to exercise any rights of subrogation it may have to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Obligations.

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Section 10.8.Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

Section 10.9.Modification.

No modification, amendment or waiver of any provision of this Article X, nor the consent to any departure by the Guarantors therefrom, shall in any event be effective unless the same shall be made in accordance with Article IX hereof. No notice to or demand on the Guarantors in any case shall entitle the Guarantors to any other or further notice or demand in the same, similar or other circumstances.

Section 10.10.Release of Note Guarantees.

(a)A Guarantor will be released from its obligations under its Note Guarantee upon the occurrence of any of the following:

(1)in the event of (i) a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of consolidation, merger, amalgamation, dividend, distribution or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, provided that upon the completion of such sale or other disposition, such Guarantor ceases to exist, or (ii) a sale or other disposition of the Capital Stock of such Guarantor such that it ceases to be a Restricted Subsidiary, in the case of each of the foregoing clauses (i) and (ii) to the extent that such sale or other disposition is permitted under this Indenture;

(2)the release or discharge of the guarantee by, or direct obligation of, such Guarantor with respect to its obligations under the First Lien Term Loan Credit Agreement, except a discharge or release by or a result of payment under such guarantee or direct obligation;

(3)if such Guarantor is designated as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, upon the effectiveness of such designation;

(4)upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or

(5)upon the Issuer exercising its legal defeasance or covenant defeasance option in accordance with Section 8.1(b) hereof or the Issuer’s obligations under this Indenture otherwise being discharged in accordance with the terms of this Indenture.

(b)Upon delivery by the Issuer to the Trustee of an Officer’s Certificate stating that any of the conditions described in Sections 10.10(a)(1) through (a)(5) has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Issuer in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and this Indenture.

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ARTICLE XI
COLLATERAL

Section 11.1.Collateral Documents.

The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Lien Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which provide for the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Notes Secured Parties and pursuant to the terms of the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement on and after the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the First Lien Intercreditor Agreement, the Collateral Documents and this Indenture, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be reasonably required under applicable law, in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral, including by causing the Collateral Requirement to be and remain satisfied; provided that for so long as there are outstanding any First Lien Revolving Credit Obligations or First Lien Term Loan Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the First Lien Revolving Credit Obligations or First Lien Term Loan Obligations, as applicable. Such security interests and Liens will be created under the Collateral Documents and other security agreements, mortgages, deeds of trust and other instruments and documents. With respect to Collateral constituting Material Real Property, the Issuer shall cause the Collateral Requirement to be satisfied within 90 days after the Issue Date.

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Section 11.2.Release of Collateral.

(a)Collateral may be released from the Lien and security interest created by the Collateral Documents at any time and from time to time in accordance with the provisions of the Collateral Documents, the First Lien Intercreditor Agreement and this Indenture. Notwithstanding anything to the contrary in the Collateral Documents, the First Lien Intercreditor Agreement and this Indenture, the Issuer and the Guarantors will be entitled to the automatic release of property and other assets constituting Collateral from the Liens securing the Notes and the Notes Obligations under any one or more of the following circumstances:

(1)to consummate the sale, transfer or other disposition (including by the termination of capital leases or the repossession of the leased property in a capital lease by the lessor) of such property or assets (to a Person that is not the Issuer or a Subsidiary of the Issuer) to the extent not prohibited under Section 4.7;

(2)in the case of a Guarantor that is released from its Guarantee with respect to the Notes pursuant to this Indenture, the release of the property and assets of such Guarantor;

(3)upon the occurrence of a Covenant Suspension Event;

(4)the release of Excess Proceeds or Collateral Excess Proceeds that remain unexpended after the conclusion of an Asset Sale Offer or a Collateral Asset Sale Offer conducted in accordance with this Indenture;

(5)if and to the extent such property constitutes an Excluded Asset; or

(6)as described under Article IX.

(b)The Liens on the Collateral securing the Notes and the Note Guarantees also will be released:

(1)upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Notes Obligations under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest;

(2)upon a legal defeasance or covenant defeasance under this Indenture as described under Article VII, or a discharge of this Indenture as described under Section 8.1; or

(3)pursuant to the First Lien Intercreditor Agreement.

(c)With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement, as applicable, to such release have been met and that it is permitted for the Trustee and/or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release and any necessary

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or proper instruments of termination, satisfaction or release prepared by the Issuer, the Trustee and the Notes Collateral Agent shall, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the First Lien I ntercreditor Agreement and shall do or cause to be done (at the Issuer’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the First Lien Intercreditor Agreement to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel, upon which it shall be entitled to conclusively rely.

Section 11.3.Suits to Protect the Collateral.

Subject to the provisions of VII and the Collateral Documents and the First Lien Intercreditor Agreement, the Trustee may or may direct the Notes Collateral Agent to take all actions it determines in order to:

(a)enforce any of the terms of the Collateral Documents; and

(b)collect and receive any and all amounts payable in respect of the Notes Obligations hereunder.

Subject to the provisions of the Collateral Documents and the First Lien Intercreditor Agreement, the Trustee and the Notes Collateral Agent, at the Issuer’s sole cost and expense, shall have power to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may determine to preserve or protect its interests and the interests of the Holders in the Collateral. Nothing in this Section 11.3 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Notes Collateral Agent.

Section 11.4.Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.

Subject to the provisions of the First Lien Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

Section 11.5.Purchaser Protected.

In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Notes Collateral Agent or the Trustee to execute the applicable release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any

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consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article XI to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or the applicable Guarantor to make any such sale or other transfer.

Section 11.6.Powers Exercisable by Receiver or Trustee.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article XI upon the Issuer or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or a Guarantor or of any Officer or Officers thereof required by the provisions of this Article XI; and if the Trustee or Notes Collateral Agent shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee or the Notes Collateral Agent.

Section 11.7.[Reserved]

Section 11.8.         Notes Collateral Agent.

(a)The Issuer and each of the Holders by acceptance of the Notes hereby designates and appoints the Notes Collateral Agent as its agent under this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement, and the Issuer and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement, and consents and agrees to the terms of the First Lien Intercreditor Agreement and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 11.8. Each Holder agrees that any action taken by the Notes Collateral Agent in accordance with the provision of this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents, and the exercise by the Notes Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents and the First Lien Intercreditor Agreement to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of

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any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)The Notes Collateral Agent may perform any of its duties under this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Notes Collateral Agent shall not be responsible for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care.

(c)None of the Notes Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Collateral Document or the First Lien Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by the Notes Collateral Agent under or in connection with, this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Notes Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates.

(d)The Notes Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any other Grantor), independent accountants and other experts and advisors selected by the Notes Collateral Agent. The Notes Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Notes Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the

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Collateral Documents or the First Lien Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Notes Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders.

(e)The Notes Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a responsible officer of the Notes Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article VI or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.8).

(f)The Notes Collateral Agent may resign at any time by 30 days’ written notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Notes Collateral Agent. If the Notes Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Notes Collateral Agent (as stated in the notice of resignation), the Trustee, at the direction of the Holders of a majority of the aggregate principal amount of the Notes then outstanding, may appoint a successor collateral agent, subject to the consent of the Issuer (which consent shall not be unreasonably withheld and which shall not be required during a continuing Event of Default). If no successor collateral agent is appointed and consented to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Notes Collateral Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Notes Collateral Agent, and the term “Notes Collateral Agent” shall mean such successor collateral agent, and the retiring Notes Collateral Agent’s appointment, powers and duties as the Notes Collateral Agent shall be terminated. After the retiring Notes Collateral Agent’s resignation hereunder, the provisions of this Section 11.8 (and Section 7.6) shall continue to inure to its benefit and the retiring Notes Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Notes Collateral Agent under this Indenture.

(g)Computershare Trust Company, N.A. shall initially act as Notes Collateral Agent and shall be authorized to appoint co-Notes Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Collateral Documents or the First Lien Intercreditor Agreement, neither the Notes Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any

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obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Notes Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Notes Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

(h)The Notes Collateral Agent is authorized and directed to (i) enter into the Collateral Documents to which it is party, whether executed on or after the Issue Date, (ii) enter into the Joinder Agreement, (iii) make the representations of the Holders set forth in the Collateral Documents and First Lien Intercreditor Agreement, (iv) bind the Holders on the terms as set forth in the Collateral Documents and the First Lien Intercreditor Agreement and (v) perform and observe its obligations under the Collateral Documents and the First Lien Intercreditor Agreement.

(i)If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Notes Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VII, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Notes Collateral Agent such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement.

(j)The Notes Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code or the PPSA, as applicable, can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Notes Collateral Agent thereof and promptly shall deliver such Collateral to the Notes Collateral Agent or otherwise deal with such Collateral in accordance with the Notes Collateral Agent’s instructions.

(k)The Notes Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture, any Collateral Document or the First Lien Intercreditor Agreement other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the Notes or as otherwise provided in the Collateral Documents. Neither the Trustee nor the Collateral Agent shall have any duty or obligation to monitor the condition, financial or otherwise, of any Grantor.

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(l)If the Issuer or any Guarantor (i) incurs any First Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Lien Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Notes Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the First Lien Obligations so incurred, together with an Opinion of Counsel, the Holders acknowledge and agree that the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of the Issuer, including legal fees and expenses of the Notes Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder; provided that neither an Officer’s Certificate nor an Opinion of Counsel shall be required in connection with the Joinder Agreement to be entered into by the Notes Collateral Agent on the Issue Date.

(m)No provision of this Indenture, the First Lien Intercreditor Agreement or any Collateral Document shall require the Notes Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Notes Collateral Agent) unless it shall have received indemnity satisfactory to the Notes Collateral Agent and the Trustee against potential costs and liabilities incurred by the Notes Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the First Lien Intercreditor Agreement or the Collateral Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Notes Collateral Agent shall at any time be entitled to cease taking any action described in this clause if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient.

(n)The Notes Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Notes Collateral Agent may agree in writing with the Issuer (and money held in trust by the Notes Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Notes Collateral Agent shall not be construed to impose duties to act.

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(o)Neither the Notes Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Neither the Notes Collateral Agent nor the Trustee shall be liable for any indirect, special, punitive, incidental or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action.

(p)The Notes Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Issuer or any other Grantor under this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents. The Notes Collateral Agent shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture, the Collateral Documents, the First Lien Intercreditor Agreement, any Notes or in any certificate, report, statement, or other document referred to or provided for in, or received by the Notes Collateral Agent under or in connection with, this Indenture, the First Lien Intercreditor Agreement or any Collateral Document; the execution, validity, genuineness, effectiveness or enforceability of this Indenture, the First Lien Intercreditor Agreement and any Collateral Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Notes Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Notes Obligations under this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents. The Notes Collateral Agent shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents, or the satisfaction of any conditions precedent contained in this Indenture, the First Lien Intercreditor Agreement and any Collateral Documents. The Notes Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents unless expressly set forth hereunder or thereunder. The Notes Collateral Agent shall have the right at any time to seek instructions from the Holders with respect to the administration of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement.

(q)The parties hereto and the Holders hereby agree and acknowledge that neither the Notes Collateral Agent nor the Trustee shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the First Lien Intercreditor Agreement, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents, the Notes

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Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Notes Collateral Agent in the Collateral and that any such actions taken by the Notes Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral. In the event that the Notes Collateral Agent or the Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Notes Collateral Agent or the Trustee’s sole discretion may cause the Notes Collateral Agent or the Trustee to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause the Notes Collateral Agent or the Trustee to incur liability under CERCLA or any other federal, state, provincial or local law, the Notes Collateral Agent and the Trustee each reserves the right, instead of taking such action, to either resign as the Notes Collateral Agent or the Trustee or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Notes Collateral Agent nor the Trustee shall be liable to the Issuer, the Guarantors or any other Person for any environmental claims or contribution actions under any federal, state, provincial or local law, rule or regulation by reason of the Notes Collateral Agent or the Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for property to be possessed, owned, operated or managed by any Person (including the Notes Collateral Agent or the Trustee) other than the Issuer or the Guarantors, Holders of a majority in aggregate principal amount of the then outstanding Notes shall direct the Notes Collateral Agent or the Trustee to appoint an appropriately qualified Person (excluding the Notes Collateral Agent or the Trustee) who they shall designate to possess, own, operate or manage, as the case may be, the property.

(r)Upon the receipt by the Notes Collateral Agent of a written request of the Issuer signed by an Officer (a “Collateral Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Collateral Document or amendment or supplement thereto to be executed after the Issue Date. Such Collateral Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Collateral Document Order referred to in, this Section 11.08(r), and (ii) instruct the Notes Collateral Agent to execute and enter into such Collateral Document. Any such execution of a Collateral Document shall be at the direction and expense of the Issuer, upon delivery to the Notes Collateral Agent of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Collateral Document have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Notes Collateral Agent to execute such Collateral Documents.

(s)Subject to the provisions of the applicable Collateral Documents and the First Lien Intercreditor Agreement, each Holder, by acceptance of the Notes, agrees that the Notes Collateral Agent shall execute and deliver the First Lien Intercreditor Agreement and the Collateral Documents to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, the Notes Collateral Agent shall have no discretion under this Indenture, the First Lien Intercreditor Agreement or the Collateral Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders

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of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable.

(t)After the occurrence and during the continuance of an Event of Default, the Trustee, acting at the direction of the Holders of a majority of the aggregate principal amount of the Notes then outstanding, may direct the Notes Collateral Agent in connection with any action required or permitted by this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement.

(u)The Notes Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Documents or the First Lien Intercreditor Agreement and to the extent not prohibited under the First Lien Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 and the other provisions of this Indenture.

(v)In each case that the Notes Collateral Agent may or is required hereunder or under any Collateral Document or the First Lien Intercreditor Agreement to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any Collateral Document or the First Lien Intercreditor Agreement, the Notes Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Notes Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Notes Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Notes Collateral Agent shall be entitled to refrain from such Action unless and until the Notes Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Notes Collateral Agent shall not incur liability to any Person by reason of so refraining.

(w)Notwithstanding anything to the contrary in this Indenture or in any Collateral  Document or the First Lien Intercreditor Agreement, in no event shall the Notes Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement (including without limitation the filing or continuation of any UCC or PPSA financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent or the Trustee be responsible for, and neither the Notes Collateral Agent nor the Trustee makes any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the First Lien Intercreditor Agreement or the security interests or Liens intended to be created thereby.

(x)Before the Notes Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuer or the Guarantors, it may require an Officer’s Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 12.4. The Notes Collateral

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Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(y)Notwithstanding anything to the contrary contained herein, the Notes Collateral Agent shall act pursuant to the instructions of the Holders and the Trustee solely with respect to the Collateral Documents and the Collateral.

(z)The rights, privileges, benefits, immunities, indemnities and other protections given to the Trustee are extended to, and shall be enforceable by, the Notes Collateral Agent as if the Notes Collateral Agent were named as the Trustee herein and the Collateral Documents were named as this Indenture herein.

ARTICLE XII
MISCELLANEOUS

Section 12.1.         Notices.

Any notice or communication shall be in writing in the English language and delivered in person or mailed by first-class mail, facsimile or overnight air courier guaranteeing next day delivery, addressed as follows (unless the Issuer and the Trustee agree to another method of delivery):

if to the Issuer or the Guarantors:

GFL Environmental Inc.

100 New Park Place, Suite 500

Vaughan, Ontario L4K 0H9

Canada

Attention: Patrick Dovigi

Email: pdovigi@gflenv.com

Facsimile: (416) 673-9385

if to the Trustee or the Notes Collateral Agent:

Computershare Trust Company, N.A.

8742 Lucent Boulevard, Suite 225, Highlands Ranch, CO 80129

Attention: Corporate Trust Department — GFL

Email: corporate.trust@computershare.com; jerry.urbanek@computershare.com

Facsimile: (303) 262-0608

with a copy to:

Computershare Trust Company, N.A.

480 Washington Boulevard, Jersey City, NJ 07310

Attention: General Counsel

Facsimile: (201) 680-4610

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The Issuer or the Guarantors, by notice to the Trustee, or the Trustee or the Notes Collateral Agent by notice to the Issuer and the Guarantors, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Holder shall be delivered to the Holder at the Holder’s address as it appears on the registration books of the Registrar by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Notwithstanding any other provisions of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee) pursuant to the customary procedures of such Depositary.

All notices and communications shall be deemed to have been duly given; at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (other than those sent to Holders) when confirmation is received, if facsimiled; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is delivered in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 12.2. Communication by Holders with Other Holders.

Holders may communicate with other Holders with respect to their rights under this Indenture or the Notes pursuant to the Trust Indenture Act Section 312(b) with the same effect as if this Indenture were qualified under the Trust Indenture Act.

Section 12.3. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee or, if such action relates to a Collateral Document or the First Lien Intercreditor Agreement, the Notes Collateral Agent: (i) an Officer’s Certificate (which shall include the statements set forth in Section 12.4 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.4 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 12.4. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: (i) a statement that the individual making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such individual,

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he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

Section 12.5. When Notes Disregarded.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

Section 12.6. Legal Holidays.

A “Legal Holiday” is a day that is not a Business Day. Notwithstanding any other provisions of this Indenture, the Notes, the Collateral Documents or the Note Guarantees, if a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a record date is a Legal Holiday, the record date shall not be affected.

Section 12.7. Governing Law; Submission to Jurisdiction.

(a)THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)The Issuer, each of the Guarantors and the Trustee agree that any suit, action or proceeding arising out of or based upon this Indenture, the Notes or the Note Guarantees may be instituted in any State or U.S. federal court located in The City of New York and County of New York, and waives any objection that such party may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Nothing in this Indenture, the Notes or the Collateral Documents shall affect any right that the Trustee, the Notes Collateral Agent or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes, any Collateral Document, the Guarantees or the transactions contemplated hereby against the Issuer or any Guarantor or its properties in the courts of any jurisdiction.

(c)The Issuer and each of the Guarantors has appointed Corporation Services Company, located 1180 Avenue of the Americas, Suite 210, New York, New York 10036-8401, United States, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes, the Collateral Documents, the Note Guarantees or the transactions contemplated hereby or thereby that may be instituted in any federal or state court in the Borough of Manhattan in the City of New York, New

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York, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, which may be necessary to continue such appointment in full force and effect as stated above. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer and each of the Guarantors.

Section 12.8. Waiver of Jury Trial.

EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE NOTES COLLATERAL AGENT 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.9. Force Majeure.

In no event shall the Trustee or the Notes Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.10. No Personal Liability of Directors, Officers, Employees and Shareholders.

No past, present or future director, officer, employee, incorporator, member, partner, trustee, beneficiary or shareholder of the Issuer, any Guarantor or any of their Affiliates, as such, will have any liability for any obligations of the Issuer or any Guarantor under the Notes, this Indenture, or the Note Guarantees, the Collateral Documents, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.11. Successors.

All agreements of the Issuer and (except as otherwise provided in Section 10.9 hereof) the Guarantors in this Indenture, the Notes, the Collateral Documents and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

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Section 12.12. Multiple Originals; Counterparts.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original 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.

Section 12.13. Severability.

In case any provision in this Indenture or in the Notes or the Collateral Documents or the Note Guarantees is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.14. Table of Contents; Headings.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 12.15. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.16. Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.6.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity other than his

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individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c)Notwithstanding anything to the contrary contained in this Section 12.6, the principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.3.

(d)If the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, by or pursuant to a resolution of its Board of Directors, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section  2.5 and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(e)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(f)Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

(g)For purposes of this Indenture, any action by the Holders which may be taken in writing may be taken by electronic means or as otherwise reasonably acceptable to the Trustee.

Section 12.17. Indemnification for Non-U.S. Dollar Currency Judgments.

(a)The obligations of the Issuer or any Guarantor to any Holder of Notes or the Trustee shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than U.S. dollars (the “Agreement Currency”), be discharged only to the extent that on the first

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Business Day following receipt by such Holder of Notes or the Trustee, as the case may be, of any amount in the Judgment Currency, such Holder of Notes or the Trustee may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency in New York, New York. If the amount of the Agreement Currency that could be so purchased is less than the amount originally to be paid to such Holder of Notes or the Trustee, as the case may be, in the Agreement Currency, the Issuer and each Guarantor agrees, as a separate obligation and notwithstanding such judgment, to pay to such Holder of Notes or the Trustee, as the case may be, the difference, and if the amount of the Agreement Currency that could be so purchased exceeds the amount originally to be paid to such Holder of Notes or the Trustee, as the case may be, such Holder of Notes or the Trustee, as the case may be, agrees to pay to or for the account of the Issuer such excess, provided that such Holder of Notes or the Trustee, as the case may be, shall not have any obligation to pay any such excess as long as a default by the Issuer or any Guarantor in its obligations in respect of its obligations to pay when due any principal of, or interest, premium, if any, liquidated damages, if any, or Additional Amounts, if any, on the Notes, or any other amounts due under this Indenture or the Note Guarantees has occurred and is continuing, in which case such excess may be applied by such Holder of Notes or the Trustee, as the case may be, to such payment obligations.

(b)The provisions of this Section 12.17 shall apply irrespective of any indulgence granted to the Issuer or any Guarantor from time to time and shall continue in full force and effect notwithstanding any payment by or on behalf of the Issuer or any Guarantor, and any amount due from the Issuer under this Section 12.17 will be due as a separate payment and shall not be affected by any judgment obtained or claims made for any other sums due under or in respect of this Indenture.

Section 12.18. Interest Act (Canada).

Solely for purposes of disclosure under the Interest Act (Canada), the yearly rate of interest to which interest is calculated under a Note for any period in any calendar year (the “Calculation Period”) is equivalent to the rate payable under a Note in respect of the Calculation Period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the Calculation Period.

[Signatures on following pages]

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IN WITNESS WHEREOF, the parties have caused this 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
1248544 ONTARIO LTD.
1877984 ONTARIO INC.
2191660 ONTARIO INC.
2481638 ONTARIO INC.
ACCUWORX INC.
ALPINE DISPOSAL, INC.
ALPINE HOLDINGS, INC.
BALDWIN PONTIAC LLC
BESTWAY RECYCLING, INC.
BLACK CREEK RENEWABLE ENERGY, LLC
COASTAL LADIES CARTING INC.
ETC OF GEORGIA, LLC
FIVE PART DEVELOPMENT, LLC
GFL EARTH SERVICES, INC.
GFL ENVIRONMENTAL HOLDINGS (US), INC.
GFL ENVIRONMENTAL INC. 2019
GFL ENVIRONMENTAL REAL PROPERTY, INC.
GFL ENVIRONMENTAL RECYCLING SERVICES LLC
GFL ENVIRONMENTAL SERVICES USA, INC.
GFL ENVIRONMENTAL USA INC.
GFL HOLDCO (US), LLC
GFL INFRASTRUCTURE GROUP INC.
GFL MARITIMES INC.
GFL NORTH MICHIGAN LANDFILL, LLC
HAW RIVER LANDCO, LLC
L&L DISPOSAL, LLC
LAKEWAY LANDCO, LLC

[Signature Page to Secured Notes Indenture]

LAKEWAY SANITATION & RECYCLING C&D, LLC

LAKEWAY SANITATION & RECYCLING MSW, LLC

LAURENS COUNTY LANDFILL, LLC

MID CANADA ENVIRONMENTAL SERVICES LTD.

MOUNTAIN STATES PACKAGING, LLC

NORTH ANDREWS EMPLOYMENT PARK, LLC

OPTIMUM ENVIRONMENTAL CORP.

PONDEROSA LANDCO, LLC

RED ROCK DISPOSAL, LLC

SAFEGUARD LANDFILL MANAGEMENT, LLC

SAMPSON COUNTY DISPOSAL, LLC

SMITHRITE EQUIPMENT PAINTING & REPAIR LTD.

SOIL SAFE ACQUISITION CORP.

SOIL SAFE OF CALIFORNIA, INC.

SOIL SAFE, INC.

SOUTH ANDREWS EMPLOYMENT PARK, LLC

SOUTHEASTERN DISPOSAL, LLC

SSH ACQUISITION, INC.

TRANSWASTE SERVICES, LLC

WAKE COUNTY DISPOSAL, LLC

WAKE RECLAMATION, LLC

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 RENEWABLE ENERGY, LLC

WASTE INDUSTRIES USA, LLC

WASTE INDUSTRIES, LLC

WASTE SERVICES OF DECATUR, LLC

WATER X INDUSTRIAL SERVICES LTD.

WI BURNT POPLAR TRANSFER, LLC

WI HIGH POINT LANDFILL, LLC

WI SHILOH LANDFILL, LLC

WI TAYLOR COUNTY DISPOSAL, LLC

WILMINGTON LANDCO, LLC

WRANGLER BUYER LLC

WRANGLER FINANCE CORP.

[Signature Page to Secured Notes Indenture]

WRANGLER HOLDCO CORP.
WRANGLER INTERMEDIATE LLC
WRANGLER SUPER HOLDCO CORP.
By:	/s/ Patrick Dovigi
	Name: Patrick Dovigi
	Title:   President

[Signature Page to Secured Notes Indenture]

ROC, CO. MANAGEMENT INC.

WDS INC.

WINDSOR WASTE MANAGEMENT INC.

WINDSOR DISPOSAL SERVICES LIMITED

CANADA FIBERS LTD.

CANADA FIBERS MANITOBA LTD.

PRESTIGE PAPER PRODUCTS INC.

YESS MANAGEMENT INC.

DOGGEREL HOLDINGS (GP) INC.

DONGARA PELLET FACTORY INC.

DOGGEREL INVESTMENTS (LP) INC.

DONGARA PELLET PLANT LP, by its general partner,

DONGARA PELLET FACTORY INC.

URBAN RESOURCE GROUP INC.
URBAN POLYMERS INC.

ALL WASTEREMOVAL INC.

ECO WOOD PRODUCTS LTD.

445158 ONTARIO INC.

By:	/s/ Patrick Dovigi
	Patrick Dovigi
	President

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

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

MOUNT ALBERT PIT INC. TOTTENHAM AIRFIELD CORPORATION INC.
By:	/s/ John Bailey
	Name:	John Bailey
	Title:	President

[Signature Page to Secured Notes Indenture]

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
By:	/s/ Jerry Urbanek
	Name:	Jerry Urbanek
	Title:	Corporate Trust Manager, Trust Officer
COMPUTERSHARE TRUST COMPANY, N.A., as Collateral Agent
By:	/s/ Jerry Urbanek
	Name:	Jerry Urbanek
	Title:	Corporate Trust Manager, Trust Officer

[Signature Page to Secured Notes Indenture]

SCHEDULE I

MATERIAL REAL PROPERTY

(i)Real Property having a net book value in excess of C$15,000,000:

Nil.

(ii)Real Property mortgaged to the Administrative Agent prior to September 30, 2016:

(a)5 Brydon Drive, Toronto, ON

(b)16 Centennial Road, Kitchener, ON

(c)473051 County Road 11, Amaranth, ON

(d)71 Fenmar Drive, Toronto, ON

(e)86 Sackville Road, Sault Road, Sault Ste Marie, ON

(f)1034 Toy Avenue, Pickering, ON

(g)1048 Toy Avenue, Pickering, ON

(h)1060 Toy Avenue, Pickering, ON

(i)1070 Toy Avenue, Pickering, ON

(j)Quartz Street, Pickering, ON

(k)3525 Mavis Road, Mississauga, ON

(l)560 Seaman Street, Stoney Creek, ON

(m)38 Fenmar Drive, Toronto, ON

(n)39-41 Fenmar Drive, Toronto, ON

(o)8128 Hwy 9, Tottenham, ON

(p)20 and 21 Simmonds Drive, Dartmouth, NS

(q)873 Donnybrook Drive, Dorchester, ON

(r)1090 Kenaston Blvd. Winnipeg, MB

(s)4208-84 Avenue, Edmonton, AB

(t)4310-84 Avenue, Edmonton, AB

(u)5004-41 Street, Onoway, AB

(v)9211 National Place, Prince George, BC

(w)9288 Rock Island Road, Prince George, BC

(x)156 Tilley Road, Kelowna, BC

(y)19199 McCowan Road, Mount Albert, ON

(z)6105-76th Avenue NW, Edmonton, AB

(aa)8409-15th Street NW, Edmonton, AB

(bb)20204/20212-113th Avenue, Edmonton, AB

(cc)8815-13th Street, Strathcona County, AB

(dd)132 Corstate Avenue, Concord, ON

(ee)3333 Talbot Boulevard, City of Chicoutimi, QC

(ff)500 De Vernon Street, City of Gatineau, (Borough of Aylmer) QC

(gg)2222 Lavoisier Street, City of Quebec (Borough of Des Rivières), QC

(hh)2244 Lavoisier Street, City of Quebec (Borough of Des Rivières), QC

(ii)5300 Albert-Millichamp Street, City of Longueuil (Borough of Saint-Hubert), QC

(jj)9271 Cavanagh Road, Beckwith, ON

(kk)211 Corduroy Road, Russell, ON

(ll)17125 Lafleche Road, Moose Creek, ON

(mm)17354 Allaire Road, Moose Creek, ON

(nn)197 Putman Industrial Road, Belleville, ON

(oo)140 rue Martin, Granby, PQ

(pp)1700 Jean Talon, City of Quebec, PQ

(qq)322 Bennett Road, Bownmanville, ON

(rr)40 Britton Court, Bowmanville, ON

(ss)4365 Bouleward St. Elzear West, Laval, QC

(tt)128 Place Marien, Montreal, QC

(uu)3525 Boulevard Laurier Est., St-Hyacinthe, QC

(vv)3345 Boulevard Laurier Est., St-Hyacinthe, QC

(ww)100 Unwin Avenue, Toronto, ON

(xx)6200 Elmridge Drive, Sterling Heights, MI

(yy)6237, 6301, 6329 and 6363 Sims Drive, Sterling Heights, MI

(zz)6700 Foxley Road & Vacant Lots, Upper Marlboro, MD

(aaa)Woodyard Road, Upper Marlboro, MD

EXHIBIT A

[FACE OF NOTE]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the ERISA Legend]

[Insert the Canadian Legend, if applicable pursuant to the provisions of the Indenture]

A-1

GFL ENVIRONMENTAL INC.

[RULE 144A] [REGULATION S] [GLOBAL] NOTE
Representing [up to]
US$[            ]
5.125% SENIOR SECURED NOTES DUE 2026

CUSIP NO. 36168Q AF11

C39217 AF82 

No. Initial Principal Amount US$

GFL ENVIRONMENTAL INC., a corporation organized under the laws of the Province of Ontario, promises to pay to                        , or registered assigns, the principal sum of                       U.S. dollars on December 15, 2026 [, or such other principal amount as is indicated on the attached schedule]3.

Interest Payment Dates: June 15 and December 15, commencing June 15, 2020.\

Record Dates: June 1 and December 1.

Additional provisions of this Note are set forth on the other side of this Note.

1 For Securities sold in reliance on Rule 144A.

2 For Securities sold in reliance on Regulation S.

3 For Global Securities.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated:        , 20
	GFL ENVIRONMENTAL INC.
	By:
		Name:
		Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

Dated:        , 20
	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	By:
		Name:
		Title:

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[BACK OF NOTE]
GFL ENVIRONMENTAL INC.
5.125% SENIOR SECURED NOTES DUE 2026

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest. GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (such Person, and its respective successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the outstanding principal amount of this Note at the rate of 5.125% per annum from December 16, 20191 until maturity. The Issuer will pay interest semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”); provided, that the first Interest Payment Date will be June 15, 2020. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such next succeeding Interest Payment Date. The Issuer will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate then in effect; it will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate as on overdue principal. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Solely for purposes of disclosure under the Interest Act (Canada), the yearly rate of interest to which interest is calculated under a Note for any period in any calendar year (the “Calculation Period”) is equivalent to the rate payable under a Note in respect of the Calculation Period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the Calculation Period.

2.Method of Payment. The Issuer will pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.11 of the Indenture with respect to Defaulted Interest. The Notes will be payable as to principal, premium, if any, and interest by, in the case of Notes represented by the Global Notes, wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or its nominee and, in the case of Definitive Notes, wire transfer of immediately available funds to the accounts specified by the Holders of the Notes or, if no such account is specified, by mailing a check to each such Holder at its address set forth in the register of Holders. Such payment will be in such coin or currency of the United States of America as at the

1 In the case of Notes issued on the Issue Date.

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time of payment is legal tender for payment of public and private debts. Holders must surrender their Notes to the Paying Agent to collect payments of principal and premium, if any.

3.Paying Agent and Registrar. Initially, Computershare Trust Company, N.A. will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without prior notice to any Holder, and the Issuer or any of its Subsidiaries may act as Paying Agent or Registrar, all in accordance with the Indenture.

4.Indenture. The Issuer issued the Notes under an Indenture, dated as of December 16, 2019 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer, the Guarantors and Computershare Trust Company, N .A., as the Trustee and Notes Collateral Agent. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling (to the extent permitted by law). The Notes are secured obligations of the Issuer. The Issuer initially has issued US$500,000,000 in aggregate principal amount of Notes. The Issuer may issue Additional Notes under the Indenture, subject to Section 4.3 of the Indenture.

5.Optional Redemption.

(a)On or after December 15, 2022, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at any time or from time to time, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below:

Year	Percentage
2022	105.563	%
2023	101.281	%
2024 and thereafter	100.000	%

(b)At any time prior to December 15, 2022, the Issuer may on any one or more occasions redeem up to an aggregate of 40% of the aggregate principal amount of Notes (including, for greater certainty, any Additional Notes) then outstanding under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.125% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date); provided that: (1) at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date remain outstanding immediately after the occurrence of such redemption (but excluding any Additional Notes issued under the Indenture after the Issue Date); and (2) each such redemption occurs within 180 days of the date of the closing of any such Equity Offering.

A-6

(c)In addition, at any time prior to December 15, 2022, the Issuer may on any one or more occasions redeem all or a part of the Notes at a Redemption Price equal to the sum of: (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium at the Redemption Date, plus (iii) accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date).

(d)If, as a result of:

(1)any amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or

(2)any amendment to, or change in, the existing official position or the introduction of an official position regarding the application, interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, or a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Issuer or any of the Guarantors) which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date),

the Issuer or any Guarantor has become or will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note Guarantee, as applicable, Additional Amounts or indemnification payments as described under Section 4.21 of the Indenture with respect to the Relevant Taxing Jurisdiction, which payment the Issuer or the Guarantor cannot avoid with the use of reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), then the Issuer may, at its option, redeem all but not less than all of the Notes, upon not more than 60 days’ notice prior to the earliest date on which the Issuer or a Guarantor, as applicable, would be required to pay such Additional Amounts or indemnification payments, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. Prior to the giving of any notice of redemption described in Section 3.8 of the Indenture, the Issuer will deliver to the Trustee a written opinion of independent legal counsel to the Issuer or the Guarantor, as applicable, of recognized standing to the effect that the Issuer or the Guarantor, as applicable, has or will become obligated to pay such Additional Amounts or indemnification payments as a result of an amendment or change as set forth in Section 3.8 of the Indenture.

(e)The Issuer may redeem all of the Notes that remain outstanding, at the Redemption Price and subject to the terms and conditions, set forth in Section 4.11(i) of the Indenture.

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

A-7

Except as set forth in paragraph 6, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

6.Mandatory Redemption.

Except as provided in the Indenture, the Issuer shall not be required to make any mandatory or sinking fund payments with respect to the Notes.

7.Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The Issuer shall notify the Trustee and any Holder promptly of a change to the minimum denomination of any Notes. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar or the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any tax or similar charge or other fee required by law and payable in connection therewith or permitted by the Indenture. The Issuer is not required to exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer is not required to exchange or register the transfer of any Notes for a period of 15 days before the day of any selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

8.Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. Only registered Holders shall have rights hereunder.

9.Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Notes and the Collateral Documents may be amended or supplemented with the written consent of the Holders of at least a majority in outstanding principal amount of the Notes, and any existing Default or compliance with any provision of the Indenture, the Notes, the Note Guarantees or the Collateral Documents may be waived with the written consent of the Holders of at least a majority in outstanding principal amount of the Notes. Without the consent of any Holder of a Note, the Indenture, the Notes, the Note Guarantees or the Collateral Documents may be amended or supplemented with respect to certain matters specified in the Indenture.

10.Defaults. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared (or will become) due and payable in the manner and with the effect provided in the Indenture.

11.Defeasance. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Issuer on this Note and (ii) certain restrictive covenants and the related Events of Default, subject to compliance by the Issuer with certain conditions set forth in the Indenture, which provisions apply to this Note.

12.Note Guarantees. The Issuer’s obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

13.Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent.

A-8

14.Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act).

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

16.CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or similar numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture.** Requests may be made to:

GFL Environmental Inc.

100 New Park Place, Suite 500
Vaughan, Ontario L4K 0H9
Canada

Attention: Patrick Dovigi

17.Security. The Notes and the Note Guarantees will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and the Collateral Documents. The Trustee and the Notes Collateral Agent, as the case may be, hold the Collateral in trust for the benefit of the Notes Secured Parties, in each case pursuant to the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the foreclosure and release of Collateral) and the First Lien Intercreditor Agreement, each as may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement on the Issue Date, and the Collateral Documents at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith.

* Delete for Additional Securities.

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I. D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:**

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.7 or Section 4.11 of the Indenture, check the appropriate box below:

o     Section 4.7 o     Section 4.11

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.7 or Section 4.11 of the Indenture, state the amount you elect to have purchased:

$                          

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

If Note is held through a custodian, name of the custodian through which the Note is held:

Name of Beneficial Holder:

DTC Custodian’s Name:

DTC Custodian’s Participant Number:

Custodian Contact Name:

Address:

Phone Number:

Email Address:

Signature Guarantee:**

*Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program acceptable to the Trustee).

A-11

[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is US$              . The following increases or decreases in this Global Note have been made:

Date of
Exchange Amount of
Decrease in
Principal
Amount of this
Global Note Amount of
Increase in
Principal
Amount of this
Global Note Principal
Amount of this
Global Note
Following such
Decrease or
Increase Signature of
Authorized
Officer of
Trustee or
Notes Custodian

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

GFL Environmental Inc.

100 New Park Place, Suite 500

Vaughan, Ontario L4K 0H9

Canada

Computershare Trust Company, N.A.

8742 Lucent Boulevard, Suite 225, Highlands Ranch, CO 80129

Attention: Corporate Trust Department — GFL

Re: GFL Environmental Inc. 5.125% Senior Secured Notes due 2026

CUSIP

Reference is hereby made to the Indenture, dated as of December 16, 2019 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental Inc. (the “Issuer”), the guarantors named therein and Computershare Trust Company, N .A., as trustee and as notes collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Transferor”) owns and proposes to transfer the Note[s] or beneficial interest in such Note[s] in the principal amount of $                  (the “Transfer”), to                  (the “Transferee”). In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.oCheck if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2.oCheck if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not

B-1

being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the Transfer is being made prior to the expiration of the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3.oCheck if Transferee will take delivery of a beneficial interest in a Restricted Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act (other than Rule 144A or Regulation S) and any applicable blue sky securities laws of any state of the United States.

4.oCheck if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)oCheck if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)oCheck if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

B-2

(c)oCheck if Transfer is Pursuant to Other Exemption. (i) The Transfer is requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Dated:

B-3

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

GFL Environmental Inc.

100 New Park Place, Suite 500

Vaughan, Ontario L4K 0H9

Canada

Computershare Trust Company, N.A.

8742 Lucent Boulevard, Suite 225, Highlands Ranch, CO 80129

Attention: Corporate Trust Department — GFL

Re: GFL Environmental Inc. 5.125% Senior Secured Notes due 2026

CUSIP

Reference is hereby made to the Indenture, dated as of December 16, 2019 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental Inc. (the “Issuer”), the guarantors named therein and Computershare Trust Company, N.A., as trustee and as notes collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Owner”) owns and proposes to exchange the Note[s] or beneficial interest in such Note[s] specified herein, in the principal amount of $ (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)oCheck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)oCheck if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions

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applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)oCheck if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)oCheck if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global  Notes

(a)oCheck if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)oCheck if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in

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compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Dated:

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EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [        ], 20  , among [Name of Subsequent Guarantor(s)] (the “New Guarantor”), a subsidiary of GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario [or its permitted successor] (the “Issuer”), the Issuer and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”) and as notes collateral agent under the Indenture referred to herein (the “Notes Collateral Agent”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”

W I T N E S S E T H

WHEREAS, the Issuer and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of December 16, 2019, among the Issuer, the Guarantors named therein and the Trustee (as further amended, supplemented or otherwise modified from time to time, the “Indenture”), relating to the 5.125% Senior Secured Notes due 2026 (the “Notes”) of the Issuer;

WHEREAS, Section 4.9 of the Indenture in certain circumstances requires the Issuer to cause a Restricted Subsidiary (i) to become a Guarantor by executing a supplemental indenture and (ii) to deliver an Officer’s Certificate and Opinion of Counsel to the Trustee as provided in such Section; and

WHEREAS, pursuant to Section 9.1  of the Indenture, the Issuer and the Trustee and Notes Collateral Agent are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder;

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.AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally, with all other Guarantors, to unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in the Indenture and subject to the provisions in the Indenture. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantees and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantees.

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3.EXECUTION AND DELIVERY. The New Guarantor agrees that its Note Guarantee shall remain in full force and effect notwithstanding the absence of an endorsement of any notation of such Note Guarantee on any Note.

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

5.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.

6.EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7.THE TRUSTEE AND THE NOTES COLLATERAL AGENT. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or the Notes Collateral Agent by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee and Notes Collateral Agent subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee and the Notes Collateral Agent, as applicable, with respect hereto.

8.BENEFITS ACKNOWLEDGED. The New Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The New Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.

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. 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.

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

Dated: , 20
	[NEW GUARANTOR]
	By:
		Name:
		Title:

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GFL ENVIRONMENTAL INC.
By:
	Name:
	Title:
COMPUTERSHARE TRUST
COMPANY, N.A., as Trustee and Notes
Collateral Agent
Authorized Signatory

D-4

EX-4.8

Exhibit 4.8

Execution Version

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2019, among GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (the “Issuer”), the Guarantors party hereto and Computershare Trust Company, N.A., as trustee (the “Trustee”) and Notes Collateral Agent (the “Notes Collateral Agent”) under the Indenture (as defined below).

RECITALS

WHEREAS, the Issuer, the guarantors party thereto, the Trustee and the Notes Collateral Agent entered into the Indenture, dated as of December 16, 2019 (the “Indenture”), relating to the Issuer’s 5.125% Senior Secured Notes due 2026 (the “Notes”);

WHEREAS, pursuant to Section 9.1(1) of the Indenture, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent may amend or supplement the Indenture without notice to or consent of any Holder to cure any ambiguity, defect or inconsistency in the Indenture or the Notes;

WHEREAS, the Issuer has identified certain ambiguities, defects and inconsistencies in Sections 1.2, 4.7 and 12.3 of the Indenture and the Issuer desires to cure such ambiguities, defects and inconsistencies;

WHEREAS, the Issuer has concluded that as a result of such ambiguities, defects and inconsistencies, Sections 1.2, 4.7 and 12.3 of the Indenture should be amended as described in this Supplemental Indenture, in reliance on Section 9.1(1) of the Indenture and pursuant to an officers’ certificate, dated as of the date hereof (the “Officer’s Certificate”); and

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

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent hereby agree as follows:

Section 1.Capitalized Terms. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.Modifications.

(a)The terms “Acceptable Commitment” and “Second Commitment” in Section 1.2 of the Indenture are each hereby amended and restated to read as follows:

“Acceptable Commitment”	Section 4.7(b)”
“Second Commitment”	Section 4.7(b)”

(b)Section 4.7 of the Indenture is hereby amended and restated in its entirety to read as follows:

“Section 4.7.Asset Sales.

(a)The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale in any single transaction or series of related transactions unless:

(1)the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement relating to such Asset Sale) of the assets, properties or Equity Interests issued, sold or otherwise disposed of in such Asset Sale;

(2)at least 75% of the consideration received for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale), together with all Asset Sales since the Issue Date (on a cumulative basis) received by the Issuer and its Restricted Subsidiaries in the manner referred to in clause (a)(1) above is in the form of cash, Cash Equivalents, or Permitted Assets. For purposes of this provision, each of the following will be deemed to be cash:

(A)any liabilities of the Issuer or any Restricted Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or any Note Guarantee), as shown on the Issuer’s most recent internally available annual or quarterly balance sheet, that are (i) assumed by the transferee of any such assets pursuant to a customary novation agreement or similar agreement that releases the Issuer or such Restricted Subsidiary from further liability or (ii) otherwise canceled;

(B)any securities, notes or other obligations (including earn-outs and similar obligations) received by the Issuer or any such Restricted Subsidiary from such transferee that are, within 180 days of the applicable Asset Sale, converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion;

(C)Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and its other Restricted Subsidiaries are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale; and

(D)any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (with the Fair Market Value of such item of Designated Non-cash Consideration being measured at the time of contractually agreeing to the related Asset Sale), taken together with all other Designated Non-cash Consideration received pursuant to this clause (D) that is at that time outstanding, not to exceed the greater of (i) $90.0 million and (ii) 3.0% of Total Assets measured at the time of contractually agreeing to such Asset Sale.

(b)Within 455 days after the receipt of any Net Proceeds from an Asset Sale (or, at the Issuer’s option, any earlier date), the Issuer or any Restricted Subsidiary may apply those Net Proceeds for any combination of the following purposes:

(1)to the extent such Net Proceeds are from an Asset Sale of Collateral to Repay (a) Obligations under the Notes or (b) First Lien Obligations (other than the Notes), and in the case of revolving obligations (other than obligations in respect of any asset-backed credit facility), to correspondingly reduce commitments with respect thereto; provided that in the case of any repayment pursuant to this clause (b), the Issuer or such Restricted Subsidiary will either (1) reduce obligations under the Notes on an equal or ratable basis with any First Lien Obligations repaid pursuant to this clause (b) by, at its option (A) redeeming Notes as described under “Optional Redemption” or (B) purchasing Notes through open-market purchases or in arm’s length privately negotiated transactions or (2) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon, to, but excluding, the date of Purchase);

(2)if the assets that are the subject of such Asset Sale do not constitute Collateral:

(A)to Repay Indebtedness under the First Lien Term Loan Credit Agreement, the First Lien Revolving Credit Agreement and/or any other Indebtedness that is secured by a Lien (other than any such Indebtedness that is subordinate in right of payment to the Notes or any Note Guarantee);

(B)to Repay (a) obligations under the Notes, (b) other Pari Passu Indebtedness; provided that if the Issuer or any Guarantor shall so reduce obligations under other Pari Passu Indebtedness pursuant to this clause (b), the Issuer will equally and ratably reduce obligations in respect of the Notes pursuant to Section 3.7 or through open-market purchases (which may be below par) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest on the pro rata principal amount of Notes) or (c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer;

(3)to acquire all or substantially all of the assets of, or to acquire Capital Stock of, a Person that is engaged in a Permitted Business and that, in the case of an acquisition of Capital Stock, is or becomes a Restricted Subsidiary of the Issuer;

(4)to make a capital expenditure; or

(5)to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business or that replace, in whole or in part, the properties or assets that are subject to the Asset Sale.

Notwithstanding the foregoing, in the event the Issuer or any of its Restricted Subsidiaries enters into a binding agreement committing to make an acquisition, expenditure or investment in compliance with clauses (3), (4) or (5) above within 455 days after the receipt of any Net Proceeds from an Asset Sale (an “Acceptable Commitment”), such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution of such agreement until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or such agreement is terminated, and (ii) the 180th day after the expiration of the aforementioned 455-day period; provided that if any Acceptable Commitment is later canceled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds from and after the date of such cancelation or termination, unless the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment within 180 days of such cancellation or termination (a “Second Commitment”) in which case such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution of such agreement until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or such agreement is terminated, and (ii) the 180th day after the date of the Second Commitment.

Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(c)Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.7(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in Section 4.7(b), will be deemed to have been so applied whether or not such offer is accepted) will constitute “Excess Proceeds.”

(d)If the aggregate amount of Excess Proceeds from an Asset Sale of Collateral exceeds $60.0 million, the Issuer will make a pro rata offer to all Holders of Notes (and, if required or permitted by the terms of other First Lien Obligations or obligations secured by a Lien permitted under this Indenture on the assets disposed of, which Lien is not subordinate to the Lien of the Notes with respect to the Collateral), to the holders of such other First Lien Obligations or such other obligations (a “Collateral Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of Notes and such other First Lien Obligations or such other obligations, as the case may be, that may be purchased out of the Excess Proceeds. The offer price, with respect to the Notes only, in any Collateral Asset Sale Offer will be equal to 100% of the principal amount (or accreted value in the case of any such First Lien Obligations or such other Obligations, as the case may be, issued with a significant original issue discount) plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, and will be payable in cash. If the aggregate principal amount of Notes and other First Lien Obligations or such other obligations, as the case may be, tendered into such Collateral Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other First Lien Obligations or such other obligations, as the case may be, to be purchased on a pro rata basis (subject to the procedures of the relevant depositary), on the basis of the

aggregate principal amounts (or accreted values) tendered in round denominations (which, in the case of the Notes, will be minimum denominations of US$2,000 principal amount and multiples of US$1,000 in excess thereof). If any Excess Proceeds remain after consummation of a Collateral Asset Sale Offer, (and assuming no “Asset Sale Offer” (as defined in the next paragraph) is required)) the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Collateral Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer may satisfy the foregoing obligations with respect to such Net Proceeds from a Collateral Asset Sale by making a Collateral Asset Sale Offer with respect to such Net Cash Proceeds at any time prior to the expiration of the application period or by electing to make a Collateral Asset Sale Offer with respect to such Net Proceeds before the aggregate amount of Excess Proceeds exceeds $60.0 million.

(e)If the aggregate amount of Excess Proceeds from an Asset Sale of Non-Collateral exceeds $60.0 million, the Issuer will make a pro rata offer (an “Asset Sale Offer”) to all Holders of Notes (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness, as the case may be, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value in the case of any such Pari Passu Indebtedness, as the case may be, issued with a significant original issue discount) plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If the aggregate principal amount of Notes and Pari Passu Indebtedness, as the case may be, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Pari Passu Indebtedness, as the case may be, to be purchased on a pro rata basis (subject to the procedures of the relevant depositary), on the basis of the aggregate principal amounts (or accreted values) tendered in round denominations (which in the case of the Notes will be minimum denominations of US$2,000 principal amount and multiples of US$1,000 in excess thereof). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer may satisfy the foregoing obligations with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds at any time prior to the expiration of the application period or by electing to make an Asset Sale Offer with respect to such Net Proceeds before the aggregate amount of Excess Proceeds exceeds $60.0 million.

(f)Within 30 days following the date when the Issuer becomes obligated to make an Asset Sale Offer, the Issuer will mail (or in the case of Global Notes deliver electronically in accordance with the procedures of the Depositary) a notice to each Holder describing the transaction or transactions that constitute the Asset Sale and offering to repurchase Notes on the date (the “Asset Sale Payment Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice.

(g)On the Asset Sale Payment Date, the Issuer will, to the extent lawful:

(1)accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to proration based on the amount of Excess Proceeds pursuant to Section 4.7(c);

(2)deposit with the Paying Agent an amount equal to the amount of Excess Proceeds that, after giving effect to proration with holders of pari passu Indebtedness pursuant to Section 4.7(c), is allocable to the Notes or portions thereof so tendered (or, if less, the aggregate payment for all Notes validly tendered and not withdrawn); and

(3)deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.

(h)The Paying Agent will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Notes accepted for payment in accordance with this Section 4.7, the payment for such tendered Notes, and the Trustee will, upon receipt of an Issuer Order, promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, by such Holder; provided that each such new Note will be in a principal amount of US$1,000 or an integral multiple thereof.

(i)To the extent that the aggregate amount of Notes and such other First Lien Obligations or Notes Obligations secured by a Lien permitted under this Indenture (which Lien is not subordinate to the Lien of the Notes with Respect to the Collateral) tendered or otherwise surrendered in connection with a Collateral Asset Sale Offer made with Excess Proceeds is less than the amount offered in a Collateral Asset Sale Offer, the Issuer may use any remaining Excess Proceeds (any such amount, “Collateral Retained Declined Proceeds”) for any purpose not otherwise prohibited by this Indenture.

(j)To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer made with Excess Proceeds is less than the amount offered in an Asset Sale Offer, the Issuer may use any remaining Excess Proceeds (any such amount, together with the Collateral Retained Declined Proceeds, “Retained Declined Proceeds”) for any purpose not otherwise prohibited by this Indenture.

(k)If the Collateral Asset Sale Offer Purchase Date is after the taking of a record of the Holders on a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a purchased Note is registered on such Record Date, and no other interest will be payable to Holders who tender Notes pursuant to the Collateral Asset Sale Offer.

(l)If the Asset Sale Offer Purchase Date is after the taking of a record of the Holders on a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a purchased Note is registered on such Record Date, and no other interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(m)The Issuer will comply with all applicable securities legislation of Canada and the United States, including, without limitation, the requirements of Rule 14e-1 under the 1934 Act and any other applicable securities laws and regulations thereunder to the extent those laws and

regulations are applicable in connection with each repurchase of Notes pursuant to a Collateral Asset Sale Offer or an Asset Sale Offer. To the extent that the provisions of any applicable securities laws and regulations conflict with this Section 4.7, the Issuer will comply with such laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliance.

(n)The Issuer’s obligation to make a Collateral Asset Sale Offer or an Asset Sale Offer may be waived or modified before or after the occurrence of an Asset Sale with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding. Notwithstanding the foregoing, any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, will be governed by Section 5.1 and will not be subject to the provisions described above in this Section 4.7.”

(c)Section 12.3 of the Indenture is hereby amended and restated in its entirety to read as follows:

“Section 12.3. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture or any Collateral Document, the Issuer shall furnish to the Trustee or, if such action relates to a Collateral Document, the Notes Collateral Agent: (i) an Officer’s Certificate (which shall include the statements set forth in Section 12.4 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture or such Collateral Document, as applicable, relating to the proposed action have been complied with; and (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.4  hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.”

Section 3.Effect of Supplemental Indenture. Upon the execution of this Supplemental Indenture, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

Section 4.Multiple Originals; 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. One signed copy is enough to prove this Supplemental Indenture. 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.

Section 5.Governing Law. THIS SUPPLEMENTAL INDENTURE IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6.Waiver of Jury Trial. EACH OF THE ISSUER, THE TRUSTEE AND THE NOTES COLLATERAL AGENT 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.

Section 7.Trustee and Notes Collateral Agent’s Disclaimer. Each of the Trustee and the Notes Collateral Agent 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 and the Notes Collateral Agent. Without limiting the generality of the foregoing, the Trustee and the Notes Collateral Agent 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 and the Notes Collateral Agent makes no representation with respect to any such matters.

Section 8.Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

[Signature pages follow]

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

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

[GFL Secured Notes — First Supplemental Indenture (Signature Page)]

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

1248544 ONTARIO LTD.

1877984 ONTARIO INC.

2191660 ONTARIO INC.

2481638 ONTARIO INC.

ACCUWORX INC.

ALPINE HOLDINGS, INC.

ALPINE DISPOSAL, INC.

BALDWIN PONTIAC LLC

BESTWAY RECYCLING, INC.

BLACK CREEK RENEWABLE ENERGY, LLC

COASTAL LADIES CARTING INC.

ETC OF GEORGIA, LLC

FIVE PART DEVELOPMENT, LLC

GFL EARTH SERVICES, INC.

GFL ENVIRONMENTAL HOLDINGS (US), INC.

GFL ENVIRONMENTAL INC. 2019

GFL ENVIRONMENTAL REAL PROPERTY, INC.

GFL ENVIRONMENTAL RECYCLING SERVICES LLC

GFL ENVIRONMENTAL SERVICES USA, INC.

GFL ENVIRONMENTAL USA INC.

GFL HOLDCO (US), LLC

GFL INFRASTRUCTURE GROUP INC.

GFL MARITIMES INC.

GFL NORTH MICHIGAN LANDFILL, LLC

HAW RIVER LANDCO, LLC

L&L DISPOSAL, LLC

LAKEWAY LANDCO, LLC

LAKEWAY SANITATION & RECYCLING C&D, LLC

LAKEWAY SANITATION & RECYCLING MSW, LLC

LAURENS COUNTY LANDFILL, LLC

MID CANADA ENVIRONMENTAL SERVICES LTD.

MOUNTAIN STATES PACKAGING, LLC

NORTH ANDREWS EMPLOYMENT PARK, LLC

OPTIMUM ENVIRONMENTAL CORP.

PONDEROSA LANDCO, LLC

RED ROCK DISPOSAL, LLC

SAFEGUARD LANDFILL MANAGEMENT, LLC

SAMPSON COUNTY DISPOSAL, LLC

SMITHRITE EQUIPMENT PAINTING & REPAIR LTD.

SOIL SAFE ACQUISITION CORP.

SOIL SAFE OF CALIFORNIA, INC.

SOIL SAFE, INC.

SOUTH ANDREWS EMPLOYMENT PARK, LLC

SOUTHEASTERN DISPOSAL, LLC

SSH ACQUISITION, INC.

TRANSWASTE SERVICES, LLC

WAKE COUNTY DISPOSAL, LLC

[GFL Secured Notes — First Supplemental Indenture (Signature Page)]

WAKE RECLAMATION, LLC

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 RENEWABLE ENERGY, LLC

WASTE INDUSTRIES USA, LLC

WASTE INDUSTRIES, LLC

WASTE SERVICES OF DECATUR, LLC

WATER X INDUSTRIAL SERVICES LTD.

WI BURNT POPLAR TRANSFER, LLC

WI HIGH POINT LANDFILL, LLC

WI SHILOH LANDFILL, LLC

WI TAYLOR COUNTY DISPOSAL, LLC

WILMINGTON LANDCO, LLC

WRANGLER BUYER LLC

WRANGLER FINANCE CORP.

WRANGLER HOLDCO CORP.

WRANGLER INTERMEDIATE LLC

WRANGLER SUPER HOLDCO CORP.

ROC, CO. MANAGEMENT INC.

WDS INC.

WINDSOR WASTE MANAGEMENT INC.

WINDSOR DISPOSAL SERVICES LIMITED

CANADA FIBERS LTD.

CANADA FIBERS MANITOBA LTD.

PRESTIGE PAPER PRODUCTS INC.

YESS MANAGEMENT INC.

DOGGEREL HOLDINGS (GP) INC.

DONGARA PELLET FACTORY INC.

DOGGEREL INVESTMENTS (LP) INC.

DONGARA PELLET PLANT LP, by its general partner,

DONGARA PELLET FACTORY INC.

URBAN RESOURCE GROUP INC.

URBAN POLYMERS INC.

ALL WASTE REMOVAL INC.

ECO WOOD PRODUCTS LTD.

445158 ONTARIO INC.

By:	/s/ Patrick Dovigi
	Name:	Patrick Dovigi
	Title:	President

[GFL Secured Notes — First Supplemental Indenture (Signature Page)]

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

MOUNT ALBERT PIT INC.
TOTTENHAM AIRFIELD CORPORATION INC.
By:	/s/ John Bailey
	Name:	John Bailey
	Title:	President

[GFL Secured Notes — First Supplemental Indenture (Signature Page)]

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

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
By:	/s/ Jerry Urbanek
	Name:	Jerry Urbanek
	Title:	Trust Officer

COMPUTERSHARE TRUST COMPANY, N.A., as Notes Collateral Agent
By:	/s/ Jerry Urbanek
	Name:	Jerry Urbanek
	Title:	Trust Officer

[GFL Secured Notes — First Supplemental Indenture (Signature Page)]

EX-4.9

Exhibit 4.9

Execution Version

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 19, 2020, among GFL Environmental Inc. 2020 (the “New Guarantor”), a subsidiary of GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario  (the “Issuer”), the Issuer, the Guarantors party hereto, and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”) and as notes collateral agent under the Indenture referred to herein (the “Notes Collateral Agent”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”

W I T N E S S E T H

WHEREAS, the Issuer and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of December 16, 2019, among the Issuer, the Guarantors named therein, the Trustee and Notes Collateral Agent (as amended, supplemented or otherwise modified from time to time, including by the First Supplemental Indenture, dated as of December 27, 2019 among the Issuer, the guarantors party thereto, the Trustee and the Notes Collateral agent, the “Indenture”), relating to the 5.125% Senior Secured Notes due 2026 (the “Notes”) of the Issuer;

WHEREAS, Section 4.9 of the Indenture in certain circumstances requires the Issuer to cause a Restricted Subsidiary (i) to become a Guarantor by executing a supplemental indenture and (ii) to deliver an Officer’s Certificate and Opinion of Counsel to the Trustee as provided in such Section;

WHEREAS, the Issuer has identified certain ambiguities, defects and inconsistencies in  Schedule I of the Indenture and the Issuer desires to cure such ambiguities, defects and inconsistencies;

WHEREAS, the Issuer has concluded that as a result of such ambiguities, defects and inconsistencies, Schedule I of the Indenture should be amended as described in this Supplemental Indenture, in reliance on Section 9.1(1) of the Indenture and pursuant to an officers’ certificate, dated as of the date hereof (the “Officer’s Certificate”);

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

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, the Guarantors party hereto (including the New Guarantor), the Trustee and Notes Collateral Agent are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder;

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.     AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally, with all other Guarantors, to unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in the Indenture and subject to the provisions in the Indenture. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantees and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantees.

3.     EXECUTION AND DELIVERY.  The New Guarantor agrees that its Note Guarantee shall remain in full force and effect notwithstanding the absence of an endorsement of any notation of such Note Guarantee on any Note.

4.     MODIFICATIONS. Schedule I to the Indenture is hereby amended and restated in its entirety and replaced with the revised Schedule I attached to this Supplemental Indenture.

5.     GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6.     WAIVER OF JURY TRIAL. EACH OF THE ISSUER, THE GUARANTORS (INCLUDING THE NEW GUARANTORS), THE TRUSTEE AND THE NOTES COLLATERAL AGENT 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.

7.     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.

8.     EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

9.     THE TRUSTEE AND THE NOTES COLLATERAL AGENT. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or the Notes Collateral Agent by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee

2

and Notes Collateral Agent subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee and the Notes Collateral Agent, as applicable, with respect hereto.

10.  BENEFITS ACKNOWLEDGED. The New Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The New Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.

11.  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. 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.

3

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

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

[GFL Secured Notes — Second Supplemental Indenture (Signature Page)]

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

1248544 ONTARIO LTD.

1877984 ONTARIO INC.

2191660 ONTARIO INC.

2481638 ONTARIO INC.

ACCUWORX INC.

ALPINE DISPOSAL, INC.

ALPINE HOLDINGS, INC.

BALDWIN PONTIAC LLC

BESTWAY RECYCLING, INC.

BLACK CREEK RENEWABLE ENERGY, LLC

ETC OF GEORGIA, LLC

FIVE PART DEVELOPMENT, LLC

GFL EARTH SERVICES, INC.

GFL ENVIRONMENTAL HOLDINGS (US), INC.

GFL ENVIRONMENTAL INC. 2020

GFL ENVIRONMENTAL REAL PROPERTY, INC.

GFL ENVIRONMENTAL RECYCLING SERVICES LLC

GFL ENVIRONMENTAL SERVICES USA, INC.

GFL ENVIRONMENTAL USA INC.

GFL HOLDCO (US), LLC

GFL INFRASTRUCTURE GROUP INC.

GFL MARITIMES INC.

GFL NORTH MICHIGAN LANDFILL, LLC

HAW RIVER LANDCO, LLC

L&L DISPOSAL, LLC

LAKEWAY LANDCO, LLC

LAKEWAY SANITATION & RECYCLING C&D, LLC

LAKEWAY SANITATION & RECYCLING MSW, LLC

LAURENS COUNTY LANDFILL, LLC

MID CANADA ENVIRONMENTAL SERVICES LTD.

MOUNTAIN STATES PACKAGING, LLC

NORTH ANDREWS EMPLOYMENT PARK, LLC

OPTIMUM ENVIRONMENTAL CORP.

PONDEROSA LANDCO, LLC

RED ROCK DISPOSAL, LLC

SAFEGUARD LANDFILL MANAGEMENT, LLC

SAMPSON COUNTY DISPOSAL, LLC

SMITHRITE EQUIPMENT PAINTING & REPAIR LTD.

SOIL SAFE OF CALIFORNIA, INC.

SOIL SAFE, INC.

SOUTH ANDREWS EMPLOYMENT PARK, LLC

SOUTHEASTERN DISPOSAL, LLC

TRANSWASTE SERVICES, LLC

[GFL Secured Notes — Second Supplemental Indenture (Signature Page)]

WAKE COUNTY DISPOSAL, LLC

WAKE RECLAMATION, LLC

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 RENEWABLE ENERGY, LLC

WASTE INDUSTRIES USA, LLC

WASTE INDUSTRIES, LLC

WASTE SERVICES OF DECATUR, LLC

WI BURNT POPLAR TRANSFER, LLC

WI HIGH POINT LANDFILL, LLC

WI SHILOH LANDFILL, LLC

WI TAYLOR COUNTY DISPOSAL, LLC

WILMINGTON LANDCO, LLC

WRANGLER BUYER LLC

WRANGLER FINANCE CORP.

WRANGLER HOLDCO CORP.

WRANGLER INTERMEDIATE LLC

WRANGLER SUPER HOLDCO CORP.

By:	/s/ Patrick Dovigi
	Name:	Patrick Dovigi
	Title:	President

[GFL Secured Notes — Second Supplemental Indenture (Signature Page)]

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

URBAN POLYMERS INC.
By:	/s/ Patrick Dovigi
Name:	Patrick Dovigi
Title:	President

[GFL Secured Notes — Second Supplemental Indenture (Signature Page)]

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

MOUNT ALBERT PIT INC. TOTTENHAM AIRFIELD CORPORATION INC.
By:	/s/ John Bailey
	Name:	John Bailey
	Title:	President

[GFL Secured Notes — Second Supplemental Indenture (Signature Page)]

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee and Notes Collateral Agent
/s/ Jerry Urbanek
Name:	Jerry Urbanek
Title:	Corporate Trust Manager, Trust Officer

[GFL Secured Notes — Second Supplemental Indenture (Signature Page)]

Schedule I

Material Real Property

a.5 Brydon Drive, Toronto, ON

b.1070 Toy Avenue, Pickering, ON

c.560 Seaman Street, Stoney Creek, ON

d.39-41 Fenmar Drive, Toronto, ON

e.8409 15 St. NW, Edmonton, AB

f.6200 Elmridge, 6237, 6301, 6329 and 6363 Sims Drive, Sterling Heights, Michigan

EX-4.13

Exhibit 4.13

GFL ENVIRONMENTAL INC.,

as Issuer,

and

U.S. BANK N.A.,

as Trustee

INDENTURE

Dated as of [       ], 2020

Senior Securities

Table of Contents

		Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 1.01	Definitions	1
Section 1.02	Compliance Certificates and Opinions	5
Section 1.03	Form of Documents Delivered to Trustee	6
Section 1.04	Acts of Holders; Record Dates	6
Section 1.05	Notices, Etc., to Trustee and Company	8
Section 1.06	Notice to Holders; Waiver	8
Section 1.07	Conflict with Trust Indenture Act	9
Section 1.08	Effect of Headings and Table of Contents	9
Section 1.09	Successors and Assigns	9
Section 1.10	Separability Clause	9
Section 1.11	Benefits of Indenture	9
Section 1.12	Governing Law	10
Section 1.13	Legal Holidays	10
ARTICLE II SECURITY FORMS		10
Section 2.01	Forms Generally	10
Section 2.02	Form of Face of Security	10
Section 2.03	Form of Reverse of Security	11
Section 2.04	Form of Legend for Global Securities	13
Section 2.05	Form of Trustee’s Certificate of Authentication	13
ARTICLE III THE SECURITIES		13
Section 3.01	Amount Unlimited; Issuable in Series	14
Section 3.02	Denominations	16
Section 3.03	Execution, Authentication, Delivery and Dating	16
Section 3.04	Temporary Securities	17
Section 3.05	Registration, Registration of Transfer and Exchange	18
Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	19
Section 3.07	Payment of Interest; Interest Rights Preserved	20
Section 3.08	Persons Deemed Owners	20
Section 3.09	Cancellation	21
Section 3.10	Computation of Interest	21
Section 3.11	CUSIP Numbers	21
ARTICLE IV SATISFACTION AND DISCHARGE		21
Section 4.01	Satisfaction and Discharge of Indenture	21
Section 4.02	Application of Trust Money	22
ARTICLE V REMEDIES		22
Section 5.01	Events of Default	22
Section 5.02	Acceleration of Maturity; Rescission and Annulment	23
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	24
Section 5.04	Trustee May File Proofs of Claim	24
Section 5.05	Trustee May Enforce Claims Without Possession of Securities	25

i

Section 5.06	Application of Money Collected	25
Section 5.07	Limitation on Suits	25
Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest	26
Section 5.09	Restoration of Rights and Remedies	26
Section 5.10	Rights and Remedies Cumulative	26
Section 5.11	Delay or Omission Not Waiver	26
Section 5.12	Control by Holders	27
Section 5.13	Waiver of Past Defaults	27
Section 5.14	Undertaking for Costs	27
Section 5.15	Waiver of Usury, Stay or Extension Laws	28
ARTICLE VI THE TRUSTEE		28
Section 6.01	Duties of Trustee	28
Section 6.02	Rights of Trustee	29
Section 6.03	Individual Rights of Trustee	30
Section 6.04	Trustee’s Disclaimer	30
Section 6.05	Notice of Default	30
Section 6.06	Reports by Trustee to Holders	30
Section 6.07	Compensation and Indemnity	31
Section 6.08	Replacement of Trustee	31
Section 6.09	Successor Trustee by Merger, Etc.	32
Section 6.10	Eligibility; Disqualification	32
Section 6.11	Preferential Collection of Claims against Company	33
ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		33
Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	33
Section 7.02	Preservation of Information; Communications to Holders	33
Section 7.03	Reports by Trustee	33
Section 7.04	Reports by Company	34
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		34
Section 8.01	When Company May Merge, Etc.	34
Section 8.02	Successor Corporation Substituted	34
ARTICLE IX SUPPLEMENTAL INDENTURES		35
Section 9.01	Supplemental Indentures Without Consent of Holders	35
Section 9.02	Supplemental Indentures with Consent of Holders	35
Section 9.03	Execution of Supplemental Indentures	36
Section 9.04	Effect of Supplemental Indentures	37
Section 9.05	Conformity with Trust Indenture Act	37
Section 9.06	Reference in Securities to Supplemental Indentures	37
ARTICLE X COVENANTS.		37
Section 10.01	Payment of Principal, Premium and Interest	37
Section 10.02	Maintenance of Office or Agency	37
Section 10.03	Money for Securities Payments to Be Held in Trust	38
Section 10.04	Statement by Officers as to Default	38
Section 10.05	Waiver of Certain Covenants	39

ii

ARTICLE XI REDEMPTION OF SECURITIES		39
Section 11.01	Applicability of Article	39
Section 11.02	Election to Redeem; Notice to Trustee	39
Section 11.03	Selection by Trustee of Securities to Be Redeemed	39
Section 11.04	Notice of Redemption	40
Section 11.05	Deposit of Redemption Price	40
Section 11.06	Securities Payable on Redemption Date	40
Section 11.07	Securities Redeemed in Part	41
ARTICLE XII SINKING FUNDS		41
Section 12.01	Applicability of Article	41
Section 12.02	Satisfaction of Sinking Fund Payments with Securities	41
Section 12.03	Redemption of Securities for Sinking Fund	42
ARTICLE XIII [RESERVED]		42
ARTICLE XIV DEFEASANCE AND COVENANT DEFEASANCE		42
Section 14.01	Company’s Option to Effect Defeasance or Covenant Defeasance	42
Section 14.02	Defeasance and Discharge	42
Section 14.03	Covenant Defeasance	43
Section 14.04	Conditions to Defeasance or Covenant Defeasance	43
Section 14.05	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	44
Section 14.06	Reinstatement	45
ARTICLE XV MISCELLANEOUS		45
Section 15.01	Patriot Act	45
Section 15.02	WAIVER OF JURY TRIAL	45
Section 15.03	No Recourse Against Others	45

iii

INDENTURE, dated as of [         ], 2020, between GFL Environmental Inc., an Ontario, Canada corporation (herein called the “Company”), having its principal office at 100 New Park Place, Suite 500, Vaughan, Ontario, Canada L4K 0H9, and U.S. Bank N.A., as Trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.  All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)the words “Article” and “Section” refer to an Article and Section, respectively, of this Indenture; and

(4)the words “herein” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.

“Add On Securities” has the meaning specified in Section 3.01.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Bankruptcy Law” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), Title 11 of the

United States Code, or any other federal, state, provincial or foreign law for the relief of debtors that are insolvent or bankrupt.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution certified by any Officer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday, Sunday or any day on which banking institutions in New York, New York or Toronto, Ontario are authorized or obligated by applicable law or executive order to close or be closed.

“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” has the meaning ascribed to it in the preamble hereof and shall also refer to any successor obligor under the Indenture.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by an Officer and delivered to the Trustee.

“Corporate Trust Office” means the office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be principally administered, which office as of the date hereof is located at 100 Wall Street, Suite 600, New York, New York 10005, Attention: Global Corporate Trust.

“Corporation” means a corporation, association, company, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 14.03.

“Custodian” means any receiver, receiver manager, trustee, assignee, liquidator, monitor, or similar official under any Bankruptcy Law.

“Defaulted Interest” has the meaning specified in Section 3.07.

“Defeasance” has the meaning specified in Section 14.02.

“Defeasible Series” has the meaning specified in Section 14.01.

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01.

“Event of Default” has the meaning specified in Section 5.01.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and any statute successor thereto.

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“Global Security” means a Security that evidences all or part of the Securities of any series and is authenticated and delivered to, and registered in the name of, the Depositary for such Securities or a nominee thereof.

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.01.

“Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date”, when used with respect to any Security, means the date upon which an installment of interest on such Security becomes due and payable.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 5.01(4).

“Officer” means any of the Chairman of the Board, Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, any Executive Vice President, any Senior Vice President, any Vice President, the principal accounting officer, the Secretary or any Assistant Secretary of the Company.

“Officer’s Certificate” means a certificate signed by any Officer and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company. Any such opinion may be subject to customary assumptions and exclusions.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities authenticated and delivered under this Indenture, except:

(1)Securities cancelled by the Trustee or delivered to the Trustee for cancellation;

(2)Securities for whose payment or redemption money in the necessary amount has been deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3)Securities as to which Defeasance has been effected pursuant to Section 14.02; and

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(4)Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of the amount determined as provided in Clause (A) above) of such Security, and (C) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.  Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01.

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“Responsible Officer”, when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means a corporation, partnership, joint venture, limited liability company, association or other business entity of which more than 50% of the outstanding voting stock (or equivalent equity interest) is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries.  For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Surviving Person” has the meaning specified in Section 8.01.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means the party named in the preamble hereof until a successor replaces such party in accordance with the applicable provisions of the Indenture and thereafter means the successor serving hereunder.

“U.S. Government Obligations” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

Section 1.02Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act.  Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an Officer, or an Opinion of Counsel, if to be given by

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counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or any Subsidiary of the Company stating that the information with respect to such factual matters is in the possession of the Company or any Subsidiary of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04Acts of Holders; Record Dates.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such

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instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

The Company may, in the circumstances permitted by the Trust Indenture Act, set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders of Securities of such series.  With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain Holders after such record date.  With regard to any action that may be given or taken hereunder only by Holders of a requisite principal amount of Outstanding Securities of any series (or their duly appointed agents) and for which a record date is set pursuant to this paragraph, the Company may, at its option, set an expiration date after which no such action purported to be given or taken by any Holder shall be effective hereunder unless given or taken on or prior to such expiration date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents).  On or prior to any expiration date set pursuant to this paragraph, the Company may, on one or more occasions at its option, extend such date to any later date.  Nothing in this paragraph shall prevent any Holder (or any duly appointed agent thereof) from giving or taking, after any such expiration date, any action identical to, or, at any time, contrary to or different from, the action or purported action to which such expiration date relates, in which event the Company may set a record date in respect thereof pursuant to this paragraph.  Nothing in this paragraph shall be construed to render ineffective any action taken at any time by the Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is so taken.  Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not set a record date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction referred to in the next paragraph.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default with respect to Securities of such series has occurred and is continuing and the Trustee shall not have given such a declaration to the Company, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series.  Promptly

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after any record date is set pursuant to this paragraph, the Trustee shall notify the Company and the Holders of Outstanding Series of such series of any such record date so fixed and the proposed action.  The Holders of Outstanding Securities of such series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such notice, declaration or direction, whether or not such Holders remain Holders after such record date; provided that, unless such notice, declaration or direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such notice, declaration or direction shall automatically and without any action by any Person be cancelled and of no further effect.  Nothing in this paragraph shall be construed to prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a notice, declaration or direction contrary to or different from, or, after the expiration of such period, identical to, the notice, declaration or direction to which such record date relates, in which event a new record date in respect thereof shall be set pursuant to this paragraph.  Nothing in this paragraph shall be construed to render ineffective any notice, declaration or direction of the type referred to in this paragraph given at any time to the Trustee and the Company by Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series on the date such notice, declaration or direction is so given.

Without limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part of such principal amount.

Section 1.05Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, or

(2)the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.06Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, or sent electronically in accordance with the Depositary’s procedures, in each case, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 1.07Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.  Wherever this Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“commission” means the United States Securities and Exchange Commission.

“indenture securities” means the Securities.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor on the indenture securities” means the Company and any other obligor on the Securities.

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act referenced to another statute or defined by any Commission rule and not otherwise defined herein have the meanings defined to them thereby.

Section 1.08Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.09Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.10Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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Section 1.12Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York.

Section 1.13Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the intervening period.

ARTICLE II

SECURITY FORMS

Section 2.01Forms Generally.

The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities, as evidenced by their execution of the Securities.  If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an Officer and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Section 2.02Form of Face of Security.

[Insert any legends required.]

GFL ENVIRONMENTAL INC.

No. $

GFL Environmental Inc., an Ontario, Canada corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [         ], or registered assigns, the principal sum of $[      ] on [if the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing at the rate of [      ]% per annum, until the principal hereof is paid or made available for payment [if applicable, insert —, and at the rate of % per annum on any overdue principal and premium

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and on any overdue installment of interest].  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of [   ]% per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for.  Interest on any overdue principal shall be payable on demand.  Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of [      ]% per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in [    ], in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert —; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register].

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:
	GFL ENVIRONMENTAL INC.
	By:
	Name:
	Title:

Section 2.03Form of Reverse of Security.

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This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [        ], 2020 (herein called the “Indenture”), between the Company and U.S. Bank N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated on the face hereof [if applicable insert —, limited in aggregate principal amount to $[    ] ].

[If applicable insert — The Securities are subject to redemption at the election of the Holders thereof, in whole or in part, and in limited circumstances at the election of the Company, in whole, as described in the Indenture.]. [The Securities are not otherwise subject to redemption prior to maturity and no sinking fund is provided for the Securities.]]

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert — The Indenture contains provisions for defeasance at any time of (1) the entire indebtedness of this Security or (2) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]

[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.  Such amount shall be equal to [insert formula for determining the amount].  Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his

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attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of [$1,000 and any integral multiple thereof].

No service charge shall be made for any such registration of transfer or exchange, but the Company or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Section 2.04Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof.  This Security may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary or a nominee thereof and no such transfer may be registered, except in the limited circumstances described in the Indenture.  Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, this Security shall be a Global Security subject to the foregoing, except in such limited circumstances.

Section 2.05Form of Trustee’s Certificate of Authentication.

The Trustee’s certificates of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

U.S. BANK N.A., as Trustee
By:
	Authorized Signatory
Dated:

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ARTICLE III

THE SECURITIES

Section 3.01Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series.  There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

(1)the title of the Securities of the series, including CUSIP Numbers (which shall distinguish the Securities of the series from Securities of any other series);

(2)any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);

(3)the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4)the date or dates on which the principal of the Securities of the series is payable;

(5)the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;

(6)the place or places where the principal of and any premium and interest on Securities of the series shall be payable;

(7)the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;

(8)the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9)if other than denominations of US$1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;

(10)the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;

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(11)if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;

(12)if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;

(13)if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

(14)if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIV or any changes in the provisions relating thereto;

(15)if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;

(16)any additions or deletions to or changes in the covenants contemplated by Article X which applies to Securities of the series;

(17)additions or deletions to or changes in the provisions relating to the modification of the Indenture both with and without the consent of holders of Securities of the series;

(18)the form and terms of any guarantee of any Securities of the series and the provisions, if any, relating to any securities provided for the Securities of the series;

(19)if applicable, that the Securities of the series shall be subject to satisfaction and discharge as provided in Article IV or any changes in the provisions relating thereto;

(20)any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable; and

(21)any other terms of the series (which terms may modify, supplement or delete any provision of the Indenture with respect to such series; provided, however, that no such term may modify or delete any provision thereof if imposed by the Trust Indenture Act; provided, further, that any modification or deletion of the rights, duties or immunities of the Trustee hereunder shall have been consented to in writing by the Trustee).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and

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(subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an Officer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series.

The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:

(i)may have a different issue date from such series of Outstanding Securities;

(ii)may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and

(iii)may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.

Section 3.02Denominations.

The Securities of each series shall be issuable only in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01.  In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of US$1,000 and any integral multiple thereof.

Section 3.03Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by an Officer.  The signature of any of any such Officer on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities.  If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

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(1)if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;

(2)if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and

(3)that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.  Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 3.04Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.  After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in

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a Place of Payment for that series, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.  Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

Section 3.05Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities.  The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute (or through book-entry transfer in the case of Global Securities), and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered for exchange, the Company shall execute (or through book-entry transfer in the case of Global Securities), and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company or Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

The Company shall not be required (1) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

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Notwithstanding any other provision in this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, unless (1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act, (2) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, (3) there shall have occurred and be continuing an Event of Default with respect to the Securities evidenced by such Global Security or (4) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 3.01.  Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof other than such a transfer may be registered.

Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security.

Section 3.06Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the fees and expenses of the Trustee and its counsel) connected therewith.

Every new Security issued under this Section shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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Section 3.07Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1)The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.  Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2)The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.08Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or

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not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 3.09Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.  The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee.  No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner.

Section 3.10Computation of Interest.

Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 3.11CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee of any changes in the “CUSIP” numbers.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01Satisfaction and Discharge of Indenture.

This Indenture, with respect to the Securities of any series (if all series issued under this Indenture are not to be affected), shall, upon Company Request, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when

(1)either

(A)all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and

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thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or

(B)all Securities of such series not delivered to the Trustee for cancellation

(i)have become due and payable, or

(ii)will become due and payable at their Stated Maturity within one year, or

(iii)are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3)the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to the Securities of such series under Section 6.07, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee with respect to the Securities of such series under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.

Section 4.02Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.

ARTICLE V

REMEDIES

Section 5.01Events of Default.

“Event of Default”, wherever used herein or in a Security issued hereunder with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to

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any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2)default in the payment of the principal of (or premium, if any, on) any Security of that series when due; or

(3)default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and continuance of such default for a period of 30 days; or

(4)default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5)the Company pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case or proceeding; (B) applies for or consents to the entry of an order for relief against it in an involuntary case or proceeding; (C) applies for or consents to the appointment of a Custodian of it or for all or substantially all of its assets; or (D) makes a general assignment for the benefit of its creditors; or

(6)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company as debtor in an involuntary case or proceeding; (B) appoints a Custodian of the Company or a Custodian for all or substantially all of the assets of the Company; or (C) orders the liquidation of the Company; and, in any of (A), (B) or (C), the order or decree remains unstayed and in effect for 60 consecutive days; or

(7)any other Event of Default provided with respect to Securities of that series.

Section 5.02Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

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(1)the Company has paid or deposited with the Trustee a sum sufficient to pay

(A)all overdue interest on all Securities of that series,

(B)the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

(C)to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(D)all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2)all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.03Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

(1)default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.04Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding.  In particular, the

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Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any Custodian or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 5.05Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 5.06Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.07;

SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and

THIRD: To the Company.

Section 5.07Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a Custodian, or for any other remedy hereunder, unless

(1)such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

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(2)the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Section 5.08Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 5.09Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 5.10Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or

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by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 5.12Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that

(1)such direction shall not be in conflict with any rule of law or with this Indenture,

(2)the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3)subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine, that the proceedings so directed would involve the Trustee in personal liability.

Section 5.13Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1)in the payment of the principal of or any premium or interest on any Security of such series, or

(2)in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist and be deemed to not have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.14Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall apply to any suit instituted by the Trustee, to any suit instituted by any Holders of the Securities, or group of Holders of the Securities, holding in the aggregate more than 10% of principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of the Outstanding Securities for the enforcement of the payment of principal of or interest on any Outstanding Securities held by such Holder, on or after the respective due dates expressed in such Outstanding Securities, and provided, further, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

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Section 5.15Waiver of Usury, Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VI

THE TRUSTEE

The Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and agrees to perform the same, as herein expressed.

Section 6.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(b)Except during the continuance of an Event of Default:

(1)The Trustee need perform only those duties as are specifically set forth in this Indenture and no others, and no covenants or obligations shall be implied in or read into this Indenture.

(2)In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)This paragraph does not limit the effect of paragraph (b) of this Section 6.01.

(2)The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3)The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12.

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(d)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture.

(e)Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section 6.01.

(f)The Trustee shall not be liable for interest on any assets received by it except as the Trustee may agree in writing with the Company.  Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.

Section 6.02Rights of Trustee.

Subject to Section 6.01:

(a)The Trustee may conclusively rely on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in any document.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

(e)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such investigation.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(g)The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection of any action taken, suffered or omitted by in hereunder in good faith and in reliance thereon.

(h)The Trustee shall not be deemed to have notice of, or have actual knowledge of, any Event of Default unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a default at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

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(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, Custodian and other Person employed to act hereunder.

(j)In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

(k)The Trustee shall not be liable for any indirect, punitive, special or consequential losses or damages (including but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action.

Section 6.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company, its Subsidiaries, or their respective Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent or Security Registrar may do the same with like rights.  However, the Trustee must comply with Sections 6.08, 6.09 and 6.10.

Section 6.04Trustee’s Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities and it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities, other than the Trustee’s certificate of authentication, or the use or application of any funds received by a Paying Agent other than the Trustee.

Section 6.05Notice of Default.

If an Event of Default with respect to Securities of any series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder of Securities of such series notice of the uncured Event of Default within 90 days after such Event of Default occurs.  Except in the case of an Event of Default in payment of principal (or premium, if any) of, or interest on, any Security, the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that withholding the notice is in the interest of the Holders of Securities of such series.

Section 6.06Reports by Trustee to Holders.

Within 60 days after each December 31 beginning with the December 31 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such December 31 that complies with Trust Indenture Act Section 313(a) if such report is required by such Trust Indenture Act Section 313(a).  The Trustee also shall comply with Trust Indenture Act Sections 313(b) and 313(c).

The Company shall promptly notify the Trustee in writing if the Securities of any series become listed on any stock exchange or automatic quotation system.

A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the Commission and each stock exchange, if any, on which the Securities are listed.

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Section 6.07Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree in writing.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents, accountants, experts and counsel.

The Company shall indemnify each of the Trustee (in its capacity as Trustee) and any predecessor Trustee and each of their respective officers, directors, attorneys-in-fact and agents for, and hold it harmless against, any claim, demand, expense (including but not limited to reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel), loss, charges (including taxes (other than taxes based upon the income of the Trustee)) or liability incurred by them without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and their rights or duties hereunder including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.  The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity.  At the request of the Trustee, the Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement made without its written consent which consent shall not be unreasonably withheld.  The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee as determined by a final, non-appealable, judgment of a court of competent jurisdiction to have been caused by its own negligence, bad faith or willful misconduct.

To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities on all assets held or collected by the Trustee, in its capacity as Trustee, except assets held in trust to pay principal and premium, if any, of or interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Section 6.08Replacement of Trustee.

The Trustee may resign at any time with respect to the Securities of one or more series by so notifying the Company in writing.  The Holder or Holders of a majority in principal amount of the outstanding Securities of a series may remove the Trustee with respect to Securities of such series by so notifying the Company and the Trustee in writing and may appoint a successor trustee with respect to Securities of such series with the Company’s consent.

The Company may remove the Trustee if:

(1)the Trustee fails to comply with Section 6.10;

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(2)the Trustee is adjudged bankrupt or insolvent;

(3)a Custodian, or other public officer takes charge of the Trustee or its property; or

(4)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee, with respect to the Securities of one or more series, for any reason, the Company shall promptly appoint a successor Trustee, with respect to Securities of that or those series.  Within one year after the successor Trustee with respect to a series of Securities takes office, the Holder or Holders of a majority in principal amount of the Securities of such series may appoint a successor Trustee with respect to such series to replace the successor Trustee appointed by the Company.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Immediately after that and provided that all sums owing to the Trustee provided for in Section 6.07 have been paid, the retiring Trustee shall transfer all property held by it as Trustee with respect to such series of Securities to the successor Trustee, subject to the lien provided in Section 6.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  A successor Trustee with respect to one or more series of Securities shall mail notice of its succession to each Holder of Securities of that or those series.

If a successor Trustee with respect to a series of Securities does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holder or Holders of at least 10% in principal amount of the outstanding Securities of that series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.

If the Trustee fails to comply with Section 6.10, any Holder of Securities of a series may petition any court of competent jurisdiction for the removal of the Trustee with respect to such series and the appointment of a successor Trustee with respect to such series.

Notwithstanding replacement of the Trustee pursuant to this Section 6.08, the Company’s obligations under Section 6.07 shall continue for the benefit of the retiring Trustee.

Section 6.09Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee.

Section 6.10Eligibility; Disqualification.

The Trustee shall at all times satisfy the requirements of Trust Indenture Act Section 310(a)(1) and Trust Indenture Act Section 310(a)(5).  The Trustee shall have a combined capital and surplus of at least US$25,000,000 as set forth in its most recent published annual report of condition.  The Trustee shall comply with Trust Indenture Act Section 310(b).

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Section 6.11Preferential Collection of Claims against Company.

The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b).  A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01Company to Furnish Trustee Names and Addresses of Holders.

If the Trustee is not the Security Registrar, the Company will furnish or cause to be furnished to the Trustee:

(1)semi-annually, not more than 15 days after each Regular Record Date, a list for each series of Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the Regular Record Date, as the case may be, and

(2)at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

Section 7.02Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.  The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

Section 7.03Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company.  The Company will notify the Trustee when any Securities are listed on any stock exchange or delisted therefrom.

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Section 7.04Reports by Company.

The Company shall comply with all of the applicable provisions of the Trust Indenture Act.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01When Company May Merge, Etc.

The Company may not, in a single transaction or through a series of related transactions, consolidate, amalgamate or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless:

(1)the Company shall be the continuing person, or the person (if other than the Company) formed by such consolidation, amalgamation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect;

(2)immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), above, no Event of Default shall have occurred and be continuing; and

(3)if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

Section 8.02Successor Corporation Substituted.

Upon any consolidation, amalgamation or merger, or any transfer of assets in accordance with Section 8.01, the Surviving Person formed by such consolidation, amalgamation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such Surviving Person had been named as the Company herein.  When a Surviving Person duly assumes all of the obligations of the Company pursuant hereto and pursuant to the Securities, the predecessor shall be relieved of the performance and observance of all obligations and covenants of this Indenture and the Securities, including but not limited to the obligation to make payment of the principal of and interest, if

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any, on all the Securities then outstanding, and the Company may thereupon or any time thereafter be liquidated and dissolved.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1)to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or

(2)to add to the covenants of the Company for the, benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(3)to add any additional Events of Default; or

(4)to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

(5)to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or

(6)to secure the Securities; or

(7)to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or

(8)to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series; or

(9)to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Section 9.02Supplemental Indentures with Consent of Holders.

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With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1)change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2)reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3)modify any of the provisions of this Section or Section 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or

(4)change any obligation of the Company to pay additional amounts, or

(5)adversely affect the right of repayment or repurchase at the option of the Holder, or

(6)reduce or postpone any sinking fund or similar provision.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 9.03Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this

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Indenture.  The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.04Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.05Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

Section 9.06Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE X

COVENANTS.

Section 10.01Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

Section 10.02Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to

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the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 10.03Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust hereunder by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent;  and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.04Statement by Officers as to Default.

The Company will deliver to the Trustee, on or before December 31 of each calendar year (beginning December 31, 2020) or on or before such other day in each calendar year as the Company and

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the Trustee may from time to time agree upon, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture.

Section 10.05Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(16) or 9.01(2) for the benefit of the Holders of such series if before the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.01Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.

Section 11.02Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.  In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 10 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.  In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.

Section 11.03Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple authorized for Securities of that series) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series.  If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be

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selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section 11.04Notice of Redemption.

Notice of redemption shall be given not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register or delivered as required by the Depositary.

All notices of redemption shall state:

(1)the Redemption Date,

(2)the Redemption Price,

(3)if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed,

(4)that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5)the place or places where such Securities are to be surrendered for payment of the Redemption Price,

(6)that the redemption is for a sinking fund, if such is the case, and

(7)applicable CUSIP Numbers.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable.

Section 11.05Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

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Section 11.06Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest.  Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 11.07Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE XII

SINKING FUNDS

Section 12.01Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”.  If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

Section 12.02Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series

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required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited.  Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.03Redemption of Securities for Sinking Fund.

Not less than 10 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered.  Not less than 10 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04.  Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.

ARTICLE XIII

[RESERVED]

ARTICLE XIV

DEFEASANCE AND COVENANT DEFEASANCE

Section 14.01Company’s Option to Effect Defeasance or Covenant Defeasance.

The Company may elect, at its option by Board Resolution at any time, to have either Section 14.02 or Section 14.03 applied to the Outstanding Securities of any series designated pursuant to Section 3.01 as being defeasible pursuant to this Article XIV (hereinafter called a “Defeasible Series”), upon compliance with the conditions set forth below in this Article XIV.

Section 14.02Defeasance and Discharge.

Upon the Company’s exercise of the option provided in Section 14.01 to have this Section 14.02 applied to the Outstanding Securities of any Defeasible Series and subject to the proviso to Section 14.01, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series as provided in this Section on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter called “Defeasance”).  For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such series to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Company’s obligations with respect to the Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights,

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powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article XIV.  Subject to compliance with this Article XIV, the Company may exercise its option provided in Section 14.01 to have this Section 14.02 applied to the Outstanding Securities of any Defeasible Series notwithstanding the prior exercise of its option provided in Section 14.01 to have Section 14.03 applied to the Outstanding Securities of such series.  Following a Defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Section 14.03Covenant Defeasance.

Upon the Company’s exercise of the option provided in Section 14.01 to have this Section 14.03 applied to the Outstanding Securities of any Defeasible Series, (1) the Company shall be released from its obligations under any covenants provided pursuant to Section 3.01(17) or Section 9.01(2) with respect to any Securities or any series of Securities for the benefit of the Holders of such Securities, and Section 8.01, as applicable, and (2) the occurrence of any event specified in Sections 5.01(3), 5.01(4) (with respect to Section 8.01, any such covenants provided pursuant to Section 3.01(17) or Section 9.01(2)), 5.01(7) shall be deemed not to be or result in an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this Section on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter called “Covenant Defeasance”).  For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any covenants added for the benefit of the Securities of such series pursuant to any such specified Section (to the extent so specified in the case of Section 5.01(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby.

Section 14.04Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section 14.02 or Section 14.03 to the Outstanding Securities of any Defeasible Series:

(1)The Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Outstanding Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series.

(2)In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date first set forth hereinabove, there has been a change in the applicable U.S. Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Securities of such series and will be subject to

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U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

(3)In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

(4)In the case of an election under Section 14.02 or Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel or an advance tax ruling from the Canada Revenue Agency to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Defeasance or Covenant Defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same time as would have been the case if such Defeasance or Covenant Defeasance, as the case may be, had not occurred.

(5)No Event of Default or event that (after notice or lapse of time or both) would become an Event of Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections 5.01(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(6)Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).

(7)Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound.

(8)The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Section 14.05Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 14.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 14.04 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 14.04 or the

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principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities.

Anything in this Article XIV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Section 14.06Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIV with respect to the Securities of any series by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIV with respect to Securities of such series until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 14.05 with respect to Securities of such series in accordance with this Article XIV; provided, however, that if the Company makes any payment of principal of or any premium or interest on any Security of such series following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of Securities of such series to receive such payment from the money so held in trust.

ARTICLE XV

MISCELLANEOUS

Section 15.01Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A Patriot Act (the “Patriot Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they shall provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the Patriot Act.

Section 15.02WAIVER OF JURY TRIAL.

EACH OF THE COMPANY AND THE TRUSTEE, BY THEIR ACCEPTANCE OF THE SECURITIES, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS AMONG THE ISSUER AND/OR THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES. SUCH WAIVER OF A JURY TRIAL DOES NOT SERVE AS  A WAIVER BY ANY PARTIES OF ANY RIGHTS FOR CLAIMS MADE UNDER THE U.S. FEDERAL SECURITIES LAWS. NO HOLDERS OF SECURITIES MAY WAIVE THE COMPANY'S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND RULES AND REGULATIONS PROMULGATED THEREUNDER.

Section 15.03No Recourse Against Others.

A director, officer, employee or shareholder as such of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall

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waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

[Signature Page to Follow]

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

GFL ENVIRONMENTAL INC.
By:
	Name:
	Title:
U.S. BANK N.A
By:
		Name:
		Title:

[Signature Page to Senior Indenture]

EX-5.1

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Exhibit 5.1

February 25, 2020

GFL Environmental Holdings Inc.
100 New Park Place Suite 500
Vaughan, Ontario
L4K 0H9
Canada

Dear Sirs/Mesdames:

Re: GFL Environmental Holdings Inc.
Registration Statement on Form F-1

        We have acted as Canadian counsel to GFL Environmental Holdings Inc., a corporation incorporated under the Business Corporations Act (Ontario) ("Holdings"), in connection with the registration pursuant to a registration statement, as amended to date (the "Registration Statement"), filed by Holdings with the Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), relating to the initial public offering (the "Offering") of subordinate voting shares of Holdings (the "Shares") which will be issued and sold by Holdings (including additional Shares (the "Option Shares") that may be sold upon exercise of an over-allotment option) and sold by Josaud II Holdings Inc. (the "Selling Shareholder"). Of the Shares to be registered pursuant to the Registration Statement, 71,652,440 (the "Holdings Shares") are being offered by Holdings and 1,518,293 (the "Selling Shareholder Shares") are being offered by the Selling Shareholder.

        Holdings is the registrant whose name appears on the cover of the registration statement on Form F-1, as amended, filed with the Commission in connection with the Offering. Holdings will amalgamate with its subsidiary, GFL Environmental Inc. and will continue as GFL Environmental Inc. prior to the closing of the Offering (the "Amalgamation"). Upon the Amalgamation, GFL Environmental Inc. (the "Corporation") will become the financial reporting entity.

        We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Corporation, the Selling Shareholder and the underwriters (the "Underwriting Agreement").

        This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Securities Act.

        We have examined the Registration Statement and, for the purposes of this opinion, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the "Corporate Documents"):

a)

the certificate of incorporation, the articles and the by-laws of Holdings;



b)

the form of articles of the Corporation to be effective upon completion of Offering (the "Articles");



c)

the form of by-laws of the Corporation to be effective upon completion of the Offering (the "By-Laws" and together with the Articles, the "Constating Documents");

d)

certain resolutions of Holdings' directors and shareholders; and



e)

a certificate of an officer of Holdings with respect to certain factual matters (the "Officer's Certificate").

        We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents, without independent investigation of the matters provided for therein for the purpose of providing our opinion.

        In examining all documents and in providing our opinion we have assumed that:

a)

all individuals had the requisite legal capacity, all signatures are genuine, all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals;



b)

the Underwriting Agreement will have been duly executed and delivered pursuant to the authorizing resolutions of the Board of Directors of Holdings and the pricing committee thereof and the board of directors of the Selling Shareholder;



c)

all necessary actions and steps in connection with the Pre-Closing Capital Changes (as defined in the Registration Statements and which includes the Amalgamation) have been completed, prior to closing of the Offering;



d)

at or prior to the time of the issuance and delivery of any Shares, the Registration Statement will have been declared effective under the Securities Act, that the Shares will have been registered under the Securities Act pursuant to the Registration Statement and that such Registration Statement will not have been modified or rescinded, and that there will not have occurred any change in law affecting the validity of the issuance of the Shares; and



e)

all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of Holdings including, without limitation, the Officer's Certificate, are complete, true and accurate.

        We are qualified to carry on the practice of law in the province of Ontario and we express no opinion as to any laws, or matters governed by any laws, other than the laws of the province of Ontario and the federal laws of Canada applicable therein. Our opinion is expressed with respect to the laws in effect on the date of this opinion and we do not accept any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any person other than the addressee to rely on our opinion.

        Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, upon the filing of the Constating Documents with the Ministry of Government and Consumer Services (the "Ministry") and the issuance by the Ministry of the certificate in respect of such Constating Documents, (i) the Holdings Shares will be duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable, and (ii) the Selling Shareholder Shares will be duly authorized and, when such Shares are issued in accordance with the Articles and delivered and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

        This opinion is rendered solely in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no

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opinion, whether by implication or otherwise, as to any other matters relating to Holdings, the Registration Statement or the Shares. We express no opinion as to the adequacy of any consideration received by the Corporation. Our opinion as to the issuance of the Shares as fully paid and non-assessable is based on the assumption that all required consideration (in whatever form) has been or will be paid or provided. This opinion may not be used or relied upon by you for any other purpose or used or relied upon by any other person.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.

Yours very truly,
/s/ Stikeman Elliott LLP
Stikeman Elliott LLP

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QuickLinks

Exhibit 5.1

EX-5.2

Exhibit 5.2

February 25, 2020

GFL Environmental Holdings Inc.
100 New Park Place Suite 500

Vaughan, Ontario

L4K 0H9
Canada

Dear Sirs/Mesdames:

Re:GFL Environmental Holdings Inc.
Registration Statement on Form F-1

We have acted as Canadian counsel to GFL Environmental Holdings Inc., a corporation incorporated under the Business Corporations Act (Ontario) (“Holdings”), in connection with the registration pursuant to a registration statement on Form F-1, as amended to date (the “Registration Statement”), filed by Holdings with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the offering (the “Offering”) of 14,000,000 tangible equity units (the “Units”). Each Unit has a stated amount of $50.00 and is comprised of (i) a prepaid stock purchase contract (each, a “Purchase Contract”, and collectively, the “Purchase Contracts”) issued by the Corporation (as defined below) and (ii) a senior amortizing note due March 15, 2023 (each, a “Note”, and collectively, the “Notes”) issued by the Corporation.

Holdings is the registrant whose name appears on the cover of the Registration Statement. Prior to the closing of the Offering, Holdings will amalgamate with its subsidiary, GFL Environmental Inc. (the “Amalgamation”) and will continue as GFL Environmental Inc. (“GFL”). Upon the Amalgamation, GFL will become the financial reporting entity. For the purposes of this opinion, unless the context otherwise requires, references to the “Corporation” shall, prior to the Amalgamation, be deemed to include Holdings, and following the Amalgamation, mean GFL.

We understand that the Units are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Corporation and the underwriters named therein (the “Underwriting Agreement”).

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Securities Act.

We have examined the Registration Statement and, for the purposes of this opinion, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the “Corporate Documents”):

a)the certificate of incorporation, the articles and the by-laws of Holdings;

b)the form of articles of the Corporation to be effective upon completion of Offering (the “Articles”);

c)the form of by-laws of the Corporation to be effective upon completion of the Offering (the “By-Laws” and together with the Articles, the “Constating Documents”);

d)the form of the Underwriting Agreement;

e)the form of the Purchase Contract Agreement, substantially in the form filed as an exhibit to the Registration Statement (the “Purchase Contract Agreement”), to be entered into by and among the Corporation, U.S. Bank N.A., as purchase contract agent and attorney-in-fact for the holders of the Purchase Contracts from time to time, U.S. Bank N.A., as U.S. trustee (the “U.S. Trustee”) under the Indenture (as defined below) and Computershare Trust Company of Canada, as Canadian trustee, pursuant to which the Purchase Contracts will be issued;

f)the form of the Indenture, substantially in the form filed as an exhibit to the Registration Statement, to be entered into between the Corporation and the U.S. Trustee, as supplemented by a form of First Supplemental Indenture, substantially in the form filed as an exhibit to the Registration Statement, to be entered into between the Corporation and the U.S. Trustee (as supplemented, the “Indenture”), pursuant to which the Notes will be issued;

g)certain resolutions of Holdings’ directors and shareholders; and

h)a certificate of an officer of Holdings with respect to certain factual matters (the “Officer’s Certificate”).

We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents, without independent investigation of the matters provided for therein for the purpose of providing our opinion.

In examining all documents and in providing our opinion we have assumed that:

a)all individuals had the requisite legal capacity, all signatures are genuine, all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals;

b)the Underwriting Agreement, the Purchase Contract Agreement and the Indenture will have been duly executed and delivered pursuant to the authorizing resolutions of the Board of Directors of the Corporation and the pricing committee thereof, as applicable;

c)all necessary actions and steps in connection with the Pre-Closing Capital Changes (as defined in the Registration Statement and which includes the Amalgamation) have been completed, prior to closing of the Offering;

d)at or prior to the time of the issuance and delivery of any Units, the Registration Statement will have been declared effective under the Securities Act, that the Units will have been registered under the Securities Act pursuant to the Registration Statement and that such Registration Statement will not have been modified or rescinded, and that there will not have occurred any change in law affecting the validity of the issuance of the Units; and

e)all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of the Corporation including, without limitation, the Officer’s Certificate, are complete, true and accurate.

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We are qualified to carry on the practice of law in the province of Ontario and we express no opinion as to any laws, or matters governed by any laws, other than the laws of the Province of Ontario and the federal laws of Canada applicable therein (“Ontario Law”). Our opinion is expressed with respect to the laws in effect on the date of this opinion and we do not accept any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any person other than the addressee to rely on our opinion.

Based upon and subject to the foregoing, subject to the qualifications, assumptions and limitations stated herein and upon (i) the filing of the Constating Documents with the Ministry of Government and Consumer Services (the “Ministry”) and the issuance by the Ministry of the certificate in respect of such Constating Documents, (ii) the pricing committee of the Board of Directors of the Corporation taking all necessary corporate action to authorize and approve the final pricing terms and issuance of the Units, the Notes and the Purchase Contracts, and (iii) payment and delivery of the Units in accordance with the provisions of the Underwriting Agreement, we are of the opinion that:

1)The Corporation is a corporation formed and existing under the laws of the Province of Ontario.

2)Each of the Underwriting Agreement, the Purchase Contract Agreement, the Indenture, the Purchase Contracts, the Notes and the Units has been duly executed and delivered by the Corporation, to the extent execution and delivery is governed by the laws of the Province of Ontario.

3)All necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Underwriting Agreement, the Purchase Contract Agreement, the Indenture, the Purchase Contracts, the Notes and the Units.

4)The execution, delivery, issuance and performance, as applicable, of each of the Underwriting Agreement, the Purchase Contract Agreement, the Indenture, the Purchase Contracts, the Notes and the Units by the Corporation does not constitute or result in a violation or breach of or a default under the Constating Documents or Ontario Law.

5)The reservation and issuance of the underlying subordinate voting shares issuable upon settlement of the Purchase Contracts in accordance with the Purchase Contract Agreement have been authorized by all necessary corporate action on the part of the Corporation. Upon the settlement of the Purchase Contracts in accordance with the Purchase Contract Agreement, the underlying subordinate voting shares will be validly issued as fully paid and non-assessable.

This opinion is rendered solely in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Corporation, the Registration Statement or the Units. We express no opinion as to the adequacy of any consideration received by the Corporation.  Our opinion as to the issuance of the subordinate voting shares in accordance with the provisions of the Purchase Contract Agreement as fully paid and non-assessable is based on the assumption that all required consideration (in whatever form) has been or will be paid or provided.  This opinion may not be used or relied upon by you for any other purpose or used or relied upon by any other person.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. In addition, we also consent to Simpson Thacher & Bartlett LLP relying on this opinion for the purpose of

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delivery of its opinion to the Corporation in respect of the Offering. This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.

Yours very truly,

/s/ Stikeman Elliott LLP

Stikeman Elliott LLP

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EX-5.3

Exhibit 5.3

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954

TELEPHONE: +1-212-455-2000
FACSIMILE: +1-212-455-2502

Direct Dial Number E-mail Address

February 25, 2020

GFL Environmental Holdings Inc.
100 New Park Place, Suite 500

Vaughan, Ontario, Canada L4K 0H9

Ladies and Gentlemen:

We have acted as U.S. counsel to GFL Environmental Holdings Inc., a corporation incorporated under the Business Corporations Act (Ontario) (“Holdings”), in connection with the Registration Statement on Form F-1 (File No. 333-232731) (as amended, the “Registration Statement”) filed by Holdings with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company (as defined below) of an aggregate of 14,000,000 tangible equity units (together with any additional tangible equity units that may be issued by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act) in connection with the offering described in the Registration Statement, the “Units”), each initially consisting of (i) a prepaid stock purchase contract (each a “Purchase Contract,” and collectively, the “Purchase Contracts”) issued by the Company that shall be settled by the Company against delivery of a number of subordinate voting shares of the Company (the “Subordinate Voting Shares”) to be determined pursuant to the Purchase Contract Agreement (as defined below) and (ii) a senior amortizing note (each, an “Amortizing Note,” and collectively, the “Amortizing Notes”) issued by the Company. Holdings is the registrant whose name appears on the cover of the Registration Statement. Prior to the closing

of the offering of the Units, Holdings will amalgamate (the “Amalgamation”) with its subsidiary, GFL Environmental Inc., a corporation incorporated under the Business Corporations Act (Ontario), and will continue as GFL Environmental Inc. (“GFL”). Upon the Amalgamation, GFL will become the registrant for purposes of the Registration Statement. For the purposes of this opinion, unless the context otherwise requires, references to the “Company” shall, prior to the Amalgamation, be deemed to be Holdings, and following the Amalgamation, be GFL.

We have examined the Registration Statement, a form of the Underwriting Agreement relating to the Units (the “Underwriting Agreement”), between the Company and the underwriters named therein, which has been filed with the Commission as an exhibit to the Registration Statement; a form of the Purchase Contract Agreement (the “Purchase Contract Agreement”), by and among the Company, U.S. Bank N.A., as purchase contract agent (the “Purchase Contract Agent”), U.S. Bank N.A., as attorney-in-fact for the holders of the Purchase Contracts from time to time (the “Holders”), U.S. Bank N.A., as U.S. Trustee (as defined below), and Computershare Trust Company of Canada, as Canadian Trustee (as defined below) under the Indenture (as defined below), which has been filed with the Commission as an exhibit to the Registration Statement; a form of the global certificate representing the Units; a form of the registered certificate representing the Purchase Contracts initially annexed to the Units; a form of the registered certificate representing the Amortizing Notes initially annexed to the Units; and a form of the Indenture (the “Base Indenture”), between the Company and U.S. Bank N.A., as U.S. trustee (the “U.S. Trustee”), which has been filed with the Commission as an exhibit to the Registration Statement, as supplemented by a form of the First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the U.S. Trustee and Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”), which has been filed with the Commission as an exhibit to the Registration Statement.  In addition, we have examined,

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and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.  We also have assumed that upon the due execution of the Indenture that the Indenture will be the valid and legally binding obligation of the Trustees, and that upon the due execution of the Purchase Contract Agreement that the Purchase Contract Agreement will be the valid and legally binding obligation of the Purchase Contract Agent and the Trustees.

In rendering the opinions set forth below, we have assumed further that (1) the Company is validly existing and in good standing under the law of the Province of Ontario and has duly authorized, executed, issued and delivered the Underwriting Agreement, the Purchase Contract Agreement, the Indenture, the Purchase Contracts, the Amortizing Notes and the Units, as applicable, in accordance with its organizational documents and the law of the Province of Ontario, (2) the execution, issuance, delivery and performance by the Company of the Underwriting Agreement, the Purchase Contract Agreement, the Indenture, the Purchase Contracts, the Amortizing Notes and the Units, as applicable, will not constitute a breach or violation of its organizational documents or violate the law of the Province of Ontario or any other jurisdiction (except that no such assumption is made with respect to the law of the State of New York) and (3) the execution, issuance, delivery and performance by the Company of the Underwriting Agreement, the Purchase Contract Agreement, the Indenture, the Purchase Contracts, the

3

Amortizing Notes and the Units, as applicable, will not constitute a breach or default under any agreement or instrument which is binding upon the Company.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, (i) when the Pricing Committee of the Board of Directors of the Company (the “Pricing Committee”) has taken all necessary corporate action to authorize and approve the final pricing terms and issuance of the Units, the Amortizing Notes and the Purchase Contracts and (ii) upon payment and delivery of the Units in accordance with the provisions of the Underwriting Agreement:

(1)Assuming the due authentication of the Purchase Contracts by the Purchase Contract Agent and the due execution and delivery of the Purchase Contracts by the Purchase Contract Agent as attorney-in-fact for the Holders, the Purchase Contracts will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

(2)Assuming due authentication of the Amortizing Notes by the U.S. Trustee, the Amortizing Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

(3)Assuming the due authentication of the Units by the Purchase Contract Agent and the U.S. Trustee and the due execution and delivery of the Units by the Purchase Contract Agent as attorney-in-fact for the Holders, the Units will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

Our opinions set forth in paragraphs (1), (2) and (3) above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) to the effects of the possible application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (A) Section 1.06 of the Purchase Contract Agreement, (B) Section 1.10 of the Base Indenture and (C) Section 14.04 of the First Supplemental Indenture, in each case relating to the separability of provisions of the relevant document.

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For purposes of our opinions set forth in paragraphs 1 and 3 above, we assume that any increase in the number of Subordinate Voting Shares deliverable upon settlement in connection with a Fundamental Change (as defined in the Purchase Contract Agreement) pursuant to the provisions of the Purchase Contract Agreement and any related provisions of the Units or Purchase Contracts represents reasonable compensation for the lost value of the Units or Purchase Contracts, as the case may be, as a result of the occurrence of a Fundamental Change.

We do not express any opinion herein concerning any law other than the law of the State of New York.

We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

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EX-10.14

Exhibit 10.14

CONFIDENTIAL EMPLOYMENT AGREEMENT

This CONFIDENTIAL EMPLOYMENT AGREEMENT (“Agreement”), dated as of, · is entered into between GFL ENVIRONMENTAL INC. (the “Company”), and PATRICK DOVIGI (the “Executive”).

WHEREAS, the Company is in the business of the provision of environmental services, including solid waste, infrastructure and soil remediation and liquid waste management services;

WHEREAS, the Executive is currently employed as President and Chief Executive Officer of the Company;

WHEREAS, the Company and the Executive are parties to a confidential employment agreement dated November 14, 2014 and an amending agreement dated December 31, 2015; and

WHEREAS, the Company and the Executive wish to amend those terms as reflected in the current written agreement, effective and conditional on the closing of the Company’s initial public offering of subordinate voting shares and concurrent listing on the New York Stock Exchange and Toronto Stock Exchange (the “IPO”) and such date, the “Effective Date”), which will supersede and replace the prior employment agreement in its entirety; provided, that should the closing of the IPO fail to occur for any reason, this Agreement shall become null and void and have no effect, and any and all rights and obligations of the parties hereunder shall automatically terminate.

IT IS THEREFORE AGREED AS FOLLOWS:

ARTICLE 1
EMPLOYMENT DUTIES AND ACCEPTANCE

Section 1.1Employment by the Company

The Company shall employ the Executive, for itself and its subsidiaries and affiliates, to render exclusive and full-time services in the capacity of President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company, all in accordance with the terms contained in this Agreement.

Section 1.2Duties and Responsibilities

The Executive shall have duties and responsibilities consistent with the title of President and Chief Executive Officer, subject to the oversight and direction by the Board of Directors of the Company. The Executive shall devote all of the Executive’s working time and best efforts to the business and affairs of the Company. The Executive shall not, without the prior approval of the Board of Directors of the Company, whether for compensation or otherwise, directly or indirectly, alone or as a member of any partnership or other organization, be actively engaged in or concerned with any other business duties or personal pursuits which interfere with the performance of the Executive’s responsibilities under this Agreement.

Section 1.3Acceptance of Employment by the Executive

The Executive accepts such employment and shall render the services described above. Subject to appointment by the Company’s Board of Directors as such, and upon acceptance by the Executive, the Executive may also serve as an officer of any other entity controlled by the Company, and as a director of the Company and of any other entity controlled by or under common control with the Company, in each case without any compensation therefor other than that specified in this Agreement.

Section 1.4Place of Employment

The Executive’s principal place of employment shall be the Company’s offices in Vaughan, Ontario, subject to such reasonable travel as the rendering of the services hereunder may require. The Company shall not relocate the Company’s current offices in Vaughan, Ontario, nor can it relocate the Executive’s primary place of work from Vaughan, Ontario, without the Executive’s prior written consent.  As the President and Chief Executive Officer of the Company, it is understood that the Executive retains absolute discretion regarding the  location from which he will discharge his duties, be it while travelling on Company business, in person at the Company’s offices in Vaughan, Ontario or remotely.

ARTICLE 2
TERM OF EMPLOYMENT

The stated term of employment under this Agreement shall commence on the Effective Date and shall continue for an indefinite period, unless earlier terminated in accordance with Article 5 of this Agreement (the “Term”); provided, however, that the Company acknowledges and agrees that the Executive’s employment with the Company commenced December 24, 2007 and such years of service shall be and are recognized for all purposes.

ARTICLE 3
COMPENSATION

Section 3.1Salary

As compensation for all services to be rendered pursuant to this Agreement, the Company shall pay the Executive an initial annualized salary of $1,500,000, payable not less frequently than monthly (the “Base Salary”). On or about January 1 of each year of the Term, the Executive’s Base Salary will be increased for inflation (based on the Consumer Price Index) and the Board of Directors shall review the Executive’s performance and make any additional increases to the Executive’s Base Salary as it deems appropriate in its sole discretion. The Executive’s Base Salary shall not be decreased during the Term.

Section 3.2Annual Cash Bonus

The Executive will be eligible to earn an annual cash bonus (the “Bonus”) in respect of each fiscal year of the Company, with a target of 150% of Base Salary, and such target may be increased to a maximum of 200% of Base Salary, at the sole discretion of the Company’s Board of Directors. The actual Bonus amount, if any, will be based upon the achievement of applicable

2

performance targets established by the Company’s Board of Directors and will be payable in cash at the same time annual bonuses are generally payable to other senior executives of the Company, subject to the Executive’s continued employment through the applicable payment date (unless provided otherwise in Article 5, including the Executive’s entitlement to the Accrued Obligations).

Section 3.3Participation in Employee Benefit Plans

The Executive shall continue to participate on the same terms in any group life, medical insurance plan, retirement plan, long and short term disability plans or similar employee benefit plan of the Company that is available generally to other senior executives and managers of the Company, under the terms of such plan in effect from time to time, and other medical, dental or other types of benefits required by the Executive to maintain his health and viability as a key employee of the Company (collectively, the “Benefit Plans”). The Company may amend or terminate its Benefit Plans at any time in its discretion by providing notice in accordance with applicable law.

Section 3.4Participation in Long Term Incentive Plan

The Executive will be eligible to participate in the Company’s omnibus long term incentive plan (the “LTIP”) in accordance with its terms.  Grants pursuant to the LTIP shall be made via separate agreement, and an award in one year does not guarantee that an award will be made in a subsequent year.

Section 3.5Life Insurance Policy

In lieu of a pension, the Company shall, in addition to any other insurance coverage provided to the Executive in his capacity as an officer or director of the Company, remit all necessary premiums associated with a personal whole life insurance policy with annual premiums not to exceed $2,000,000 per year, which policy shall be owned by the Executive or by his designee(s). For clarity, the Company’s responsibility to remit the premiums shall continue beyond the termination of this Agreement, so long as the termination of this Agreement is not pursuant to Section 5.1 herein, and cease only upon the earlier of (x) the Executive’s death or (y) the maturity of the policy.

Section 3.6Expenses

Subject to policies applicable to senior executives of the Company generally, as may from time to time be established by the Board of Directors, the Company shall pay or reimburse the Executive for reasonable travel, entertainment and other business expenses actually incurred or paid by the Executive during the Term in the performance of the Executive’s services under this Agreement, and which expenses are consistent with the Company’s policies in effect from time to time with respect to such travel, entertainment and other business expenses, upon presentation of expense statements or vouchers or such other supporting information as it may require.

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Section 3.7Vacation

The Executive shall be entitled to four weeks of vacation annually, subject to accrual in accordance with the Company’s vacation policy.

Section 3.8Car Allowance

The Executive shall be entitled to the use of an automobile, provided that the total cost (inclusive of all taxes, levies, delivery charges and operating and other expenses) to the Company for the acquisition and the Executive’s operation of such automobile shall not exceed $125,000 per annum, with a new automobile being provided every 12 months during the Term and the Company receiving the benefit of any trade-in. As a condition to the reimbursement of such expenses, the Executive shall provide the Company with receipts for expenses incurred. The Executive agrees that he shall operate the automobile in accordance with the terms of any applicable insurance policy in force from time to time.

Section 3.9Corporate Plane

As the Company’s most senior and strategic officer and an integral part of the Company’s business, the Company wishes to ensure the Executive’s safe and efficient air travel. Accordingly, the Executive agrees that he shall employ the Company’s corporate plane or, if not available, alternate similar private charter jet airways for all travel; it being understood that in fulfilling his obligations hereunder the Executive may permit members of his family or other third parties to accompany him. As an essential executive of the Company, these same considerations of safety and efficiency apply to the Executive’s personal travel.  Accordingly, the Executive shall use the Company’s corporate plane or a private charter jet for travel for personal purposes. As the Company uses its plane or charters jets primarily for business purposes, the value to the Executive of such personal use shall be considered to be the incremental variable costs to the Company associated with such personal use, such as fuel, crew travel expenses, on-board catering, landing fees and trip-related hangar/parking charges and shall not be considered to include any fixed costs of ownership or operation such as pilot salaries, purchase costs and non-trip related maintenance.

ARTICLE 4
EXECUTION OF CONFIDENTIALITY, NON-COMPETITION AND WORK PRODUCT ASSIGNMENT AGREEMENT

As a condition of employment with the Company, the Executive shall execute and comply with the Confidentiality, Non-Competition and Work Product Agreement, attached hereto as Exhibit “A” and incorporated by reference in its entirety into this Agreement. For the avoidance of doubt the Confidentiality, Non-Competition and Work Product Assignment Agreement (Exhibit “A”) to this Agreement) shall survive the termination of this Agreement, including in the event of the termination of the Executive’s employment for any reason.

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ARTICLE 5
TERMINATION

Section 5.1Termination for Cause

The Company may at any time by written notice to the Executive terminate the Executive’s employment for Cause (as defined below) and the Executive shall be entitled only to receive the Accrued Obligations (as defined below) payable through the date of termination; provided that for purposes of this Section 5.1 Accrued Obligations will be deemed not to include the component in clause (d) of the definition of that term, and any other entitlements required by the ESA (as defined herein).

Section 5.2Termination without Cause or Resignation for Good Reason

The Company may terminate the Executive’s employment with the Company without Cause or the Executive may resign his employment for Good Reason as set out below. Following such a termination/resignation, so long as the Executive has not breached the Confidentiality, Non-Competition and Work Product Assignment Agreement and the Executive has entered into an effective general release of claims in a form as attached at Exhibit “B”, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following:

(1)A payment equal to three (3) times the Executive’s Total Compensation, payable in substantially equal installments during the twelve (12) month period following termination (the “Severance Period”) in accordance with the Company’s regular payroll practices. If the Executive’s minimum entitlements to notice of termination, severance pay, and benefit plan contributions, if any, under Employment Standards Act, 2000 (Ontario), as amended (the “ESA”) are greater than the payments set out in this Section 5.2(1), the Executive is entitled to such greater entitlements; and

(2)Continuation of the Executive’s participation in the Company’s group insurance benefits, the use of the automobile and the benefits associated with same during the Severance Period.

Section 5.3Termination upon Death

If the Executive dies while employed by the Company, this Agreement shall terminate and the Executive’s estate shall be entitled only to receive the Accrued Obligations payable through the date of such death; provided however that the Company shall maintain and continue the Benefit Plans previously enjoyed by and for the benefit of the dependents of the Executive for a period of at least 12-months thereafter.

Section 5.4Termination upon Disability

Subject to any duty under applicable law to accommodate, if the Executive becomes physically or mentally disabled while employed by the Company (whether totally or partially, so that the Executive is unable substantially to perform the Executive’s services hereunder as determined, in good faith, by the Board of Directors following consultation with medical advisors selected by the Board of Directors) for (a) a period of six consecutive months, or (b) for shorter

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periods aggregating six months during any 12 month period (in each of clauses (a) and (b), such time periods shall include any legally required leaves of absence or accommodation), the Company may, by written notice to the Executive, terminate the Executive’s employment. In the event of termination of the Executive’s employment by the Company by reason of disability, the Executive shall be entitled only to receive the Accrued Obligations payable through the date of termination, plus such other minimum payments and benefits as may be required pursuant to the ESA; provided however that the Company shall maintain and continue the Benefit Plans previously enjoyed by and for the benefit of the Executive and his dependents for a period of at least 12-months thereafter.

Section 5.5Termination by Executive without Good Reason

The Executive may terminate employment with the Company upon giving at least 30 days advance written notice to such effect to the Company. In the event the Executive’s employment is terminated by the Executive, the Executive shall be entitled only to receive the Accrued Obligations payable through the date of such termination; provided that for purposes of this Section 5.5 Accrued Obligations will be deemed not to include the component in clause (d) of the definition of that term. The Company reserves the right to waive the notice period, or any portion thereof, for no consideration.

Section 5.6Change of Control

Should the Company terminate the Executive’s employment on a without cause basis within the eighteen (18) month period following a Change of Control, and so long as the Executive has not breached the Confidentiality, Non-Competition and Work Product Assignment Agreement and the Executive has entered into an effective general release of claims in a form as attached at Exhibit “B”, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following:

(1)A payment equal to three (3) times the Executive’s Total Compensation, payable in substantially equal installments during the twelve (12) month period following termination (the “Change of Control Severance Period”) in accordance with the Company’s regular payroll practices. If the Executive’s minimum entitlements to notice of termination, severance pay, and benefit plan contributions, if any, under Employment Standards Act, 2000 (Ontario), as amended (the “ESA”) are greater than the payments set out in this Section 5.6(1), the Executive is entitled to such greater entitlements; and

(2)Continuation of the Executive’s participation in the Company’s group insurance benefits, the use of the automobile and the benefits associated with same during the Change of Control Severance Period.

Section 5.7Mitigation

The Executive shall not be required to mitigate the amount of any payments provided for under Section 5.2 or Section 5.6 by seeking other employment or otherwise, nor shall the amount of any payment provided for in Section 5.2 or Section 5.6 be reduced by any compensation earned by the Executive as a result of employment by another employer after the effective date of termination, or otherwise.

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Section 5.8Interpretation:

For purposes of this Agreement:

“Accrued Obligations” means as of the date of the Executive’s termination, (a) the Executive’s earned but unpaid Base Salary and vacation pay, if any, through such date, (b) any unreimbursed business expenses payable to the Executive pursuant to applicable Company policy, (c) any Bonus earned but not previously paid to the Executive with respect to the fiscal year preceding the fiscal year in which such date of termination occurs, and (d) a pro rated Bonus for the period of active employment in the fiscal year in which the date of termination occurs, calculated at target.

“Cause” means (i) the Executive’s conviction of, any criminal offence punishable by imprisonment or any crime of moral turpitude, (ii) the Executive’s gross negligence or material, intentional misconduct in the performance of the Executive’s duties to the Company, following notice to the Executive and the failure of the Executive to cure such repeated conduct within a 30 day period after receiving such notice, (iii) the Executive’s fraud or willful dishonesty or material misrepresentation intended to result in direct or indirect gain or personal enrichment at the expense of the Company or its equity holders, (iv) other intentional conduct of the Executive that materially injures the Company or its reputation including but not limited to knowingly participating or allowing accounting or tax improprieties, bribery, embezzlement or theft, (v) the Executive’s material breach of this Agreement or the Confidentiality, Non-Competition and Work Product Assignment Agreement, or (vi) other conduct by the Executive which would be treated as cause by the courts of the Province of Ontario, Canada.

“Change of Control” means:

a)any merger, amalgamation or consolidation of the Company into or with another entity (except one in which the holders of the shares in the capital of the Company immediately prior to such merger, amalgamation or consolidation continue to hold at least a majority of the voting power of the shares of capital in the surviving or continuing corporation);

b)any sale of all or substantially all of the assets of the Company;

c)any other transaction or series of transactions pursuant to, or as a result of, which a single person (or group of affiliated persons) acquires (from the Company or directly from the shareholders of the Company) or holds shares of capital in the Company representing a majority of the Company outstanding voting power, including a Share Sale (as defined in the Shareholders Agreement), or

d)a sale (or multiple sales) of one or more subsidiaries of the Company (whether by way of merger, amalgamation, consolidation, reorganization or sale of all or substantially all assets or securities) which constitute all or substantially all of the consolidated assets of the Company and its subsidiaries; but not including an Initial Public Offering.

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“Good Reason” shall mean and shall be deemed to exist if, without the prior express written consent of the Executive, (i) the Executive suffers a material demotion in his title or position as it existed on the date of this Agreement; (ii) the Executive suffers a material reduction in his duties, responsibilities, reporting objectives or effective authority associated with his title and position; (iii) the Executive’s Base Salary is decreased by the Company; or (iv) the Company breaches this Agreement, including without limitation failing to pay the Executive’s compensation or to provide for the Executive’s benefits within 30 days of when due. To resign with Good Reason, the Executive must give the Company written notice of his resignation for Good Reason within 9 months after the initial occurrence of any such event, the Company must have 30 days to cure such event, and the Executive must resign within 30 days after the Company’s failure to cure such event, in order for Executive’s resignation with Good Reason to be effective hereunder.

“Total Compensation” means the sum of the Executive’s Base Salary and the Bonus received by the Executive in respect of the fiscal year immediately prior to the year in which the termination date occurs.

ARTICLE 6
OTHER PROVISIONS

Section 6.1Notices

Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telecopied (with a confirming copy by overnight delivery service or first class mail), sent by overnight delivery service with delivery signature required, or sent with return receipt requested by certified, registered, or express mail, postage prepaid to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice, and shall be deemed given when so delivered personally, telecopied or if mailed, two days after the date of mailing, as follows:

if to the Company, at:

GFL Environmental Inc.
100 New Park Place, Suite 500
Vaughan, ON L4K 0H9

Attention: Mindy Gilbert
Email: General Counsel

if to the Executive, at:

100 New Park Place, Suite 500
Vaughan, ON L4K 0H9

Attention: Patrick Dovigi
E-mail: pdovigi@gflenv.com

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Section 6.2Entire Agreement

This Agreement (including the documents attached hereto as Exhibit “A” and Exhibit “B” ) constitutes the entire agreement among the parties and supersedes and nullifies any prior understandings, agreements or representations by or among the parties, written or oral, that may have related in any way to the subject matter hereof. The parties acknowledge and agree that this Agreement shall be interpreted to comply with the ESA and it is the intention of the parties to comply with the ESA.

Section 6.3Waivers and Amendments

This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties making specific reference to this Agreement, or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 6.4Governing Law

This Agreement shall be governed by and construed and enforced in accordance with and subject to, the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all Canadian courts competent to hear appeals therefrom. The parties waive and agree not to assert any defense that the court lacks jurisdiction or that venue is improper or inconvenient.

Section 6.5Acknowledgments

The Executive acknowledges that the Executive has read this entire Agreement, has had the opportunity to consult with an attorney, and fully understands the terms of this Agreement. The Executive is satisfied with the terms of this Agreement and agrees that its terms are binding upon the Executive and the Executive’s heirs, assigns, executors, administrators, and legal representatives.

Section 6.6Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and permitted assigns. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than the Executive’s right to compensation and benefits hereunder, which may be transferred by will or operation of law subject to the limitations of this Agreement. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation or amalgamation or plan of arrangement in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and

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such assignee or transferee assumes by operation of law or in a writing duly executed by the assignee or transferee all of the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law, as if no such assignment or transfer had taken place. Notwithstanding the foregoing, all of the rights and obligations of the Company hereunder may be assigned to and assumed by a subsidiary or affiliate of the Company pursuant to a written assignment and assumption agreement in form reasonably satisfactory to the Company and such assignee shall thereafter be the “Company” hereunder. Following such assignment and assumption, the Company shall have no liability under this Agreement.

Section 6.7Counterparts

This Agreement may be executed in two or more counterparts (which may be effectively delivered by facsimile or other electronic means), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Section 6.8Headings

The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement

Section 6.9Severability

If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any federal, provincial, foreign, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 6.10Currency

All references to dollars and cents in this Agreement are to the lawful currency of the United States.

Section 6.11Deductions and Withholdings

The Company shall be entitled to make such deductions and withholdings from the Executive’s Base Salary, Bonus and other compensation and benefits as may be required by law or otherwise authorized by the Executive, and when such deductions are properly remitted to the applicable crown or governmental agency, the Company’s obligations in respect thereof shall thereby be satisfied to the extent of such deductions and withholdings.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement the date first above written.

GFL ENVIRONMENTAL INC.
By:
	Name: Adam Gross
	Title:   Director
Executive:
		PATRICK DOVIGI

Signature Page to Confidential Employment Agreement

EXHIBIT “A”

CONFIDENTIALITY, NON-COMPETITION AND WORK
PRODUCT ASSIGNMENT AGREEMENT

This Confidentiality, Non-Competition and Work Product Assignment Agreement (“Agreement”) is entered into between GFL ENVIRONMENTAL INC., including its parents, successors, subsidiaries and affiliated companies, (collectively, the “Company”) and Patrick Dovigi, who is employed as the President and Chief Executive Officer of the Company (“Executive”). The Company and Executive, each intending to be fully and mutually bound, and in consideration of Executive’s employment with the Company, agree as follows:

Acknowledgement

1.Executive acknowledges that this Agreement is necessary for the protection of the legitimate and protectable business interests of the Company in its customer relationships, customer goodwill, accounts, prospects, employees, and confidential and proprietary information.

Confidential Information

2.During Executive’s employment with the Company, Executive has been granted and will be granted access to confidential, proprietary and/or trade secret information of the Company. This information includes any information, however communicated or recorded, relating to the business or affairs of the Company, and includes, but is not limited to, any information of a commercial, operational, technical or financial type and specifically all information relating to any apparatus, process, training, formula or product, corporate opportunities, research, financial and sales data, pricing and trading terms, leases, operating costs, evaluations, interpretations, remuneration strategies and plans, acquisition prospects, the identity of customers, accounts or their requirements, the identity of key client contacts, clients lists, sales and marketing strategies, prospective names and marks and any trade secret (hereafter collectively referred to as “Confidential Information”). Confidential Information does not include:

(a)the general skills, general knowledge and experience gained during the Executive’s employment;

(b)information publicly known without breach of this Agreement; or,

(c)information, the public disclosure of which is required to be made by any law, regulation, governmental authority or court (to the extent of the requirement), provided that before disclosure is made, notice of the requirement is provided to the Company where it is within the Executive’s control to provide such notice, and to the extent possible in the circumstances, the Company is afforded an opportunity to dispute the requirement.

3.Executive must not disclose Confidential Information to any person except in the proper performance of Executive’s job duties or with the Company’s prior written consent, unless compelled by law. Executive may not make a copy or other record of Confidential

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Information except in the proper performance of Executive’s job duties. In addition, Executive must not use Confidential Information for a purpose other than for the benefit of the Company. If Executive is uncertain as to whether certain information is Confidential Information, Executive shall treat that information as Confidential Information unless Executive is advised in writing by the Company to the contrary.

4.Upon termination of employment, or at any time at the request of the Company, Executive must immediately deliver to the Company all documents or other things in Executive’s possession, custody or control on which any Confidential Information is stored or recorded, whether in writing or in electronic or other form. Executive’s obligations with respect to Confidential Information will continue after the termination of the employment relationship.

Intellectual Property

5.Executive acknowledges and agrees that all written materials, articles, presentations, figures, notes, diagrams, discoveries, ideas, developments, processes, plans, designs, formulas, specifications, programs, including computer software, and any other matter or work whatsoever, which Executive may conceive, create or develop, whether alone or with others, during Executive’s employment with the Company and applicable to the business of the Company, or made on Company time or with Company resources, regardless of whether or not conceived, created or generated at the direction of the Company or created during or outside of work hours (hereafter “Works”), is the exclusive property of the Company. Executive shall acquire no proprietary interest in or to any such Works.

6.Executive agrees to disclose to the Company all Works, whether capable of attracting intellectual property rights or not, whether patentable, registerable or copyrightable. All Works shall be considered “work for hire” and to the extent Executive may, by operation of law or otherwise, acquire any right, title or interest in or to any Work, Executive hereby assigns to the Company (or any person or entity designated by the Company) all of his right, title and interest in and to all Works and all related patents, patents application, copyrights and copyright applications.

7.Executive further agrees to do all such things as may be requested by the Company to confirm or protect the Company’s title in the intellectual property rights in the Works, including: (i) assigning to the Company all existing and future intellectual property rights in the Works (whether during or after the termination of the employment) at the Company’s expense; (ii) applying, executing any instrument and undertaking to do all things reasonably requested by the Company to vest the registration of title or other similar protection to the Company; and (iii) ensuring all intellectual property rights in the Works become the absolute property of the Company. If the Company is unable for any other reason to secure Executive’s signature to apply for or to pursue any application for intellectual property rights concerning any Works, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to execute and further the prosecution and issuance of such applications or registrations with the same legal force and effect as if executed by Executive himself. Executive agrees that his obligations with respect the Works will

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survive the termination of his employment with the Company and will be enforceable at any time at law or in equity and will continue to the benefit of and be enforceable by the Company.

8.Executive warrants that the use of all Works assigned to the Company under this section will not infringe any other person or entity’s intellectual property or other rights and that the Company (and its authorized agents) will be entitled to use the Works without the consent of any other person.

Non-Solicitation and Non-Interference

9.Executive agrees that while Executive is employed by the Company and for a period of 12 months following Executive’s termination of employment for any reason, Executive will not, directly or indirectly:

(a)solicit, contact or divert, or attempt to solicit, contact or divert, for the purpose of selling or providing goods or services that are competitive with the goods or services offered by the Company, any clients, customers or accounts of the Company with whom Executive had business dealings or introductions, or about which Executive had Confidential Information, during the Executive’s employment with the Company;

(b)solicit, recruit or induce any officer, director, employee or consultant of the Company to terminate his or her employment or consulting relationship with the Company, provided that, for clarity, general advertisements placed in newspapers and other publications shall not constitute solicitation; or

(c)interfere with or attempt to interfere with any relationship, contractual or otherwise, between the Company and its customers, vendors, distributors or agents.

Non-Competition

10.In order for the Company to protect its Confidential Information, client relations, goodwill and other protectable interests, Executive agrees that while Executive is employed by the Company and for a period of 12 months following Executive’s termination of employment for any reason, Executive will not, directly or indirectly, whether as an employee, consultant, advisor, contractor, owner, investor, manager, director, officer, partner, lender, shareholder (other than as a passive shareholder of no more than 1% of a publicly-held corporation), or in any other capacity, be involved in the Territory in activities that are competitive with the business of the provision of environmental services, including solid waste, infrastructure and soil remediation and liquid waste management, or any other business reasonably anticipated to be conducted by the Company within the following year as reflected in the most recent business plan approved by the Board, or provide services to any person, firm or entity that engages in such activities in the Territory. “Territory” means each province in Canada and each state in the United States in which the Company has meaningful business activities at the time of Executive’s termination of employment or reasonably anticipated to have

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meaningful activities within the following year as reflected in the most recent business plan approved by the Board.

Miscellaneous

11.Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by Executive to be reasonable for such purpose. Executive agrees that any breach of this Agreement may cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond.

12.Executive agrees that the Company may notify anyone employing Executive or evidencing an intention to hire Executive as to the existence and provisions of this Agreement.

13.Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective, enforceable and valid. If any one or more of the provisions of this Agreement shall be declared illegal, unenforceable or ineffective, those provisions shall be deemed severable, such that all other provisions of this Agreement shall remain valid, enforceable and binding upon both parties.

14.The construction, interpretation and performance of this Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Executive hereby attorns to the jurisdiction of the courts of the Province of Ontario in connection with any suit, action or other proceeding concerning or arising out of this Agreement. Executive waives and agrees not to assert any defense that the court lacks jurisdiction or that venue is improper or inconvenient.

15.No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

16.This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, provided however that the obligations of the Executive are personal and shall not be assigned by the Executive.

17.Executive acknowledges that this Agreement does not constitute a contract of employment and does not imply that the Company will continue Executive’s employment for any specific period of time.

18.This Agreement represents the full and final understanding of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings regarding this subject matter, and may be modified only by a written agreement signed by both parties.

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IN WITNESS WHEREOF, the parties have executed this Agreement the date first above written.

GFL ENVIRONMENTAL INC.
By:
	Name: Adam Gross
	Title:   Director
Executive:
		PATRICK DOVIGI

Signature Page to Confidential Employment Agreement

A-5

EXHIBIT “B”

MUTUAL RELEASE

THIS IS A FULL AND FINAL MUTUAL RELEASE between GFL Environmental Inc. (the “Company”) and Patrick Dovigi (the “Executive”) of all claims arising out of the Executive’s employment with the Company (the “Executive’s Tenure”).

THE COMPANY AND EXECUTIVE desire to fully and finally settle and release all claims, liabilities, demands and issues known and unknown relating to the Executive’s Tenure except as noted herein.

NOW THEREFORE in consideration of and subject to the discharge of the obligations set out in Section 5.2 of the Employment Agreement (the “Agreement”) executed by the parties and other good and valid consideration the receipt of which is hereby acknowledged:

1.The Executive and the Company hereby fully and forever mutually release and discharge each other (including all of their respective heirs, executors, administrators, personal representatives, predecessors, parent corporations, affiliates, successors, assigns, officers, and agents) from any and all liability whatsoever, whether joint or several, in respect of all claims, demands, actions and suits whatsoever that now exist, have existed or shall exist arising out of the Executive’s Tenure, except that the Company does not release the Executive from or in respect of past and future claims (i) arising out of fraud in respect of the business, assets and affairs of the Company, (ii) arising out of any act or omission that would constitute grounds for termination of Executive’s employment for Cause (as defined in the Agreement), (iii) in respect of any conduct for which the Executive would not be eligible for indemnification under the Company’s organizational documents, director’s and officer’s insurance policy or applicable law, or (iv) in respect of which the members of the Board of Directors of the Company have no knowledge of as of the date hereof. The Executive specifically releases the Company’s shareholders and their Executives, officers and employees from all such claims covered by this paragraph 0.

2.The Executive and the Company agree that the consideration set out in the Agreement is not an admission of liability on the part of either of them.

3.The Executive and the Company agree that this Release does not apply to the following:

(a)the rights and obligations of the Executive or the Company (including all of their respective heirs, executors, administrators, personal representatives, predecessors, parent corporations, affiliates, successors, assigns, officers, and agents) under the Confidentiality, Non-Competition and Work Product Assignment Agreement executed by the parties or any other agreement or instrument between or among or in favour of the Executive and/or the Company (including all of their respective heirs, executors, administrators, personal representatives, predecessors, parent corporations, affiliates, successors, assigns, officers, and agents), including under the Company’s unanimous shareholders agreement;

B-1

(b)any rights the Executive may have to indemnity under applicable law, the by-laws of the Company, or any agreement of indemnity or similar covenant of the Company in favour of the Executive; and

(c)the Executive’s rights to contribution or indemnification with respect to coverage under any applicable director’s and officer’s insurance policy of the Company.

4.The Executive and the Company each agree not to make any claim or take any proceeding in connection with any of the claims released by virtue of these presents against any other person, corporation or partnership who might claim contribution, indemnity or other relief from the Executive or the Company by virtue of said claim or proceeding.

5.The Executive and the Company hereby expressly acknowledge that each has had an opportunity to seek independent legal advice with reference to the matters addressed in it and the terms of settlement contained in the Agreement. Except as provided herein, each party voluntarily agrees to said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.

6.The Executive and the Company agree that this Full and Final Mutual Release may be executed in two counterparts, each of which will be deemed to be an original and both of which taken together shall constitute one instrument.

IN WITNESS WHEREOF the Executive and the Company have set their respective hands and seals or affixed it corporate seal duly attested by the hands of its proper officers on its behalf.

DATED at                           this         day of                         , 20  .

	GFL ENVIRONMENTAL INC.
	By:
		Name:
		Title:
Witness	PATRICK DOVIGI

Signature Page to Confidential Employment Agreement

B-2

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF GFL ENVIRONMENTAL HOLDINGS INC.

Entity	Jurisdiction
1877984 Ontario Inc.	Ontario
E-Spread AG Ltd.	Alberta
Accuworx Inc.	Ontario
276286 Alberta Inc.	Alberta
Deep-Bauer Foundations Inc.	Ontario
2191660 Ontario Inc.	Ontario
GFL Infrastructure Group Inc.	Ontario
Mid Canada Environmental Services Ltd.	Manitoba
GFL Maritimes Inc.	Ontario
Tottenham Airfield Corporation Inc.	Ontario
1248544 Ontario Ltd.	Ontario
9382-3177 Québec Inc.	Quebec
9408-7899 Québec Inc.	Quebec
Mount Albert Pit Inc.	Ontario
2481638 Ontario Inc.	Ontario
Optimum Environmental Corp.	Ontario
Smithrite Equipment Painting & Repair Ltd.	British Columbia
Baldwin Pontiac LLC	Michigan
GFL North Michigan Landfill, LLC	Michigan
GFL Environmental USA Inc.	Delaware
GFL Environmental USA Roll-Off Inc.	Delaware
GFL Environmental Recycling Services LLC	Delaware
GFL Environmental Real Property, Inc.	Delaware
GFL Environmental Holdings (US), Inc.	Delaware
GFL Holdco (US), LLC	Delaware
GFL Environmental Services USA, Inc.	Delaware
GFL Earth Services, Inc.	Delaware
Wrangler Super Holdco Corp.	Delaware
Wrangler Holdco Corp.	Delaware
Wrangler Intermediate LLC	Delaware
Wrangler Buyer LLC	Delaware
Wrangler Finance Corp.	Delaware
Waste Industries USA, LLC	North Carolina
Alpine Holdings, Inc.	Colorado
Alpine Disposal, Inc.	Colorado
Five Part Development, LLC	Colorado
Mountain States Packaging, LLC	Colorado
Black Creek Renewable Energy, LLC	North Carolina
ETC of Georgia, LLC	Georgia
Haw River LandCo, LLC	North Carolina
L&L Disposal, LLC	Delaware
Lakeway LandCo, LLC	Delaware
Lakeway Sanitation & Recycling C&D, LLC	Delaware
Lakeway Sanitation & Recycling MSW, LLC	Delaware
Laurens County Landfill, LLC	North Carolina

Ponderosa Landco, LLC	North Carolina
Red Rock Disposal, LLC	North Carolina
S&S Enterprises of Mississippi, LLC	Delaware
Safeguard Landfill Management, LLC	Georgia
Sampson County Disposal, LLC	North Carolina
Southeastern Disposal, LLC	Delaware
TransWaste Services, LLC	Georgia
Waste Industries Renewable Energy, LLC	North Carolina
Wake County Disposal, LLC	North Carolina
Wake Reclamation, LLC	North Carolina
Waste Industries Atlanta, LLC	Delaware
Waste Industries of Delaware, LLC	Delaware
Waste Industries of Maryland, LLC	Delaware
Waste Industries of Pennsylvania, LLC	Delaware
Waste Industries of TN, LLC	Delaware
Waste Industries, LLC	North Carolina
Waste Services of Decatur, LLC	North Carolina
WI Burnt Poplar Transfer, LLC	North Carolina
WI High Point Landfill, LLC	North Carolina
WI Shiloh Landfill, LLC	Delaware
WI Taylor County Disposal, LLC	Delaware
Wimberly Hill, LLC	Georgia
Wilmington LandCo, LLC	North Carolina
Bestway Recycling, Inc.	Colorado
Duplin County Disposal, LLC	North Carolina
Soil Safe, Inc.	Delaware
Soil Safe of California, Inc.	Delaware
North Andrews Employment Park, LLC	Maryland
South Andrews Employment Park, LLC	Maryland
Urban Polymers Inc.	Ontario
GFL Environmental Inc. 2020	Ontario
Clear Glycol & Solvents Inc.	Alberta
Clear Glycol Inc.	Alberta
1235014 Alberta Ltd.	Alberta
Oscar’s Disposal Ltd.	British Columbia
0742411 B.C. Ltd.	British Columbia
CDP Enterprises Ltd.	British Columbia
1286599 Ontario Limited	Ontario
1305346 Ontario Limited	Ontario
Smits Nursery Equipment Inc.	Ontario
Smits Tank Maintenance Inc.	Ontario
CWV Holdco, Inc.	Delaware
County Waste, LLC	Virginia
County Waste of Pennsylvania, LLC	Pennsylvania
County Waste Southwest Virginia, LLC	Virginia
County Waste of Fredericksburg, LLC	Virginia
J&E Recycling, LLC	Virginia
County Recycling, LLC	Virginia
Earl Holdings, LLC	Virginia
Green Ridge Recycling & Disposal Facility, LLC	Virginia
Mead Holdings, LLC	Virginia
County Waste of Virginia, LLC	Virginia
American Waste, Inc.	Michigan
American Waste — Arrow, Inc.	Michigan
American Waste Transfer Station, LLC	Michigan
Wexford County Landfill, LLC	Michigan
Wexford Water Technologies, LLC	Michigan
Northeastern Environmental, LLC	Michigan
Northern A-1 Industrial Services, LLC	Michigan
Northeastern Exploration, Inc.	Michigan
EMA Development, LLC	Michigan
SWD Specialities, LLC	Michigan
Hazar-Bestos Corporation	Michigan
Specialized Safety Services of Michigan, LLC	Michigan

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the use in this Amendment No. 9 to the Registration Statement (File No. 333-232731) (the "Registration Statement") on Form F-1 of our report dated February 17, 2020 relating to the consolidated financial statements of GFL Environmental Holdings Inc. (new) ("Successor") as of December 31, 2019 and 2018, and for the year ended December 31, 2019, and the period from June 1, 2018 to December 31, 2018 (Successor), and of GFL Environmental Holdings Inc. (old) ("Predecessor") for year ended December 31, 2017 and the period from the period from January 1, 2018 to May 31, 2018 (Predecessor) appearing in the Prospectus, which is a part of this Registration Statement, and to the references to us under the heading "Experts" in such Prospectus.

/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
February 25, 2020

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

        We hereby consent to the use in this Amendment No. 9 to the Registration Statement (File No. 333-232731) (the "Registration Statement") on Form F-1 of GFL Environmental Holdings, Inc. of our report dated June 17, 2019 relating to the consolidated financial statements of Wrangler Super Holdco Corp. and its subsidiaries (the "Successor"), which appears in this Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
February 24, 2020

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Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

EX-23.3

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Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

        We hereby consent to the use in this Amendment No. 9 to the Registration Statement (File No. 333-232731) (the "Registration Statement") on Form F-1 of GFL Environmental Holdings, Inc. of our report dated June 17, 2019 relating to the consolidated statements of operations, of shareholder's equity (deficit) and noncontrolling interests and of cash flows of Marlin Intermediate Holdco Inc. and its subsidiaries (the "Predecessor"), which appears in this Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
February 24, 2020

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Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS