SECOND AMENDMENT TO
LEASE AGREEMENT
(By and Between Casella Associates and Casella Waste Management, Inc.)
Agreement made this 20th day of November, 1997, among Casella Associates, a
Vermont partnership of Rutland, Vermont (hereinafter referred to as "Lessor")
and Casella Waste Management, Inc., a Vermont corporation with a principal place
of business at Rutland, Vermont (hereinafter referred to as "Lessee"). Any and
all references within this Agreement to "the parties" shall mean the
aforementioned Lessor and Lessee.
RECITALS
Whereas, the parties entered into a Lease Agreement dated August 1,
1993 and an Amendment to Lease Agreement dated December 9, 1994 (hereinafter
collectively referred to as the "Lease Agreement") with regard to premises
located at 25 Greens Hill Lane, Rutland, Vermont (hereinafter referred to as the
"Premises"); and
Whereas, the parties wish to add the following Sections to said Lease
Agreement:
(a) Section 14(a) - Capital Improvements, with respect to capital
improvement to be made to the premises by the Lessee; and
(b) Section 14(b) - Lessor's Option to Purchase, with respect to
capital improvements made by Lessee.
PROVISIONS
Now therefore, in consideration of the mutual terms contained herein, the
parties agree as follows:
A. Section 14(a) of the Lease Agreement shall be added as follows:
14(a). Capital Improvements. Capital Improvements shall be defined as
any and all improvements made to the Premises, including but not
limited to, all renovations, as well as any and all improvements made
to the real estate, including, but not limited to, paving and
landscaping.
Lessor has given Lessee consent to upgrade and make capital
improvements to the Premises to meet Lessee's immediate and future
needs, which will allow Lessee to consolidate all of their management
employees within the Premises. Said improvements commenced October,
1997 and will continue until the improvements are completed. The cost
of said capital improvements is currently estimated at $500,000.00,
which amount shall be paid by Lessee.
B. Section 14(b) of the Lease Agreement shall be added as follows:
14(b). Lessor's Option to Purchase Capital Improvements. Lessor shall
have the right to purchase from Lessee the capital improvements to the
Premises as made by Lessee in 14(a) above. The purchase price to be
paid by Lessor shall be on a declining scale based upon the net book
value of the capital improvements, depreciated on a 15-year scale
(which is the estimated life of the improvements made to Premises).
Lessor's option to purchase said capital improvements from Lessee shall
be valid until December 31, 2002. If Lessor fails to exercise its
option to purchase by December 31, 2002, Lessee shall have the right to
purchase the Premises from Lessor at the expiration of the initial term
of the Lease, on April 30, 2003, for Three Hundred Twenty-Four Thousand
Dollars ($324,000.00), which amount represents the fair market value of
the Premises prior to the capital improvements. As an example, Lessor's
purchase price of said capital improvements would be as follows:
Estimated Cost of Capital Improvements by Lessee: $ 500,000.00
Estimated Work Completion Date: 12/31/97
Monthly Depreciation (SL @ 15 Year Life): $ 2,777.78
Lessor's Purchase Price on 12/31/98: $ 466,667.00
Lessor's Purchase Price on 12/31/2000: $ 400,000.00
Lessor's Purchase Price on 12/31/2002: $ 333,333.00
C. The parties agree that in all other respects, the terms and conditions of
Lease Agreement dated August 1, 1993 and the Amendment to Lease Agreement dated
December 9, 1994 shall remain in full force and effect.
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In witness whereof, the parties hereto have set their hands and seals on the day
and year first above written.
In the presence of: Casella Associates (Lessor),
/s/Joseph Fusco By: /s/John Casella
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John W. Casella, Partner
Casella Waste Management, Inc. (Lessee),
/s/Joseph Fusco By: /s/Jerry S. Cifor
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Jerry S. Cifor, Vice President & CFO
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