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Exhibit 10.36
AMENDMENT NO. 1 AND RELEASE TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This AMENDMENT NO. 1 AND RELEASE TO SECOND AMENDED AND RESTATED REVOLVING
CREDIT AND TERM LOAN AGREEMENT (this "AMENDMENT") is made and entered into as of
the 30th day of April, 2003, by and among CASELLA WASTE SYSTEMS, INC., a
Delaware corporation (the "PARENT"), its Subsidiaries (other than Excluded
Subsidiaries) listed on SCHEDULE 1 to the Credit Agreement defined below
(together with the Parent, collectively the "BORROWERS"), such banks or other
financial institutions which may become a party thereto (the "LENDERS"), FLEET
NATIONAL BANK as Administrative Agent for the Lenders (the "ADMINISTRATIVE
AGENT"), and BANK OF AMERICA, N.A. as Syndication Agent.
WHEREAS, the Borrowers, the Lenders and the Agents are parties to a Second
Amended and Restated Revolving Credit and Term Loan Agreement dated as of
January 24, 2003, (as the same may be amended and in effect from time to time,
the "CREDIT AGREEMENT"), pursuant to which the Lenders have extended credit to
the Borrowers on the terms set forth therein;
WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent consent to the release of New England Landfill Solutions,
LLC ("NELS") as a Borrower and make certain amendments to the Credit Agreement
relating thereto, and the Lenders and the Administrative Agent are willing to
consent to the release of NELS as a Borrower and amend the Credit Agreement on
the terms set forth herein;
WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent consent to the pledge by the Parent of the capital stock it
owns in Evergreen National Indemnity Company ("EVERGREEN") to secure its
obligations on a bonding line provided by Evergreen, and the Lenders and the
Administrative Agent are willing to consent thereto on the terms set forth
herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Credit Agreement.
2. AMENDMENT TO SECTION 1.1 OF THE CREDIT AGREEMENT.
(a) Section 1.1 of the Credit Agreement is hereby amended by amending
and restating the definition of "EXCLUDED SUBSIDIARIES" to read as follows:
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EXCLUDED SUBSIDIARIES. The Insurance Subsidiary, New England Landfill
Solutions, LLC and each of the De Minimis Subsidiaries.
(b) Section 1.1 of the Credit Agreement is hereby amended by amending
the definition of "SELLER SUBORDINATED DEBT" by inserting the words "and/or
New England Landfill Solutions, LLC" or, as the case may be, "and/or New
England Landfill Solutions, LLC's" after all references to the term
"Borrower" or "Borrowers" appearing therein.
3. AMENDMENT TO SECTION 6.18 OF THE CREDIT AGREEMENT. Section 6.18 of the
Credit Agreement is hereby amended by deleting the reference to "ss.8.3" and
substituting in place thereof a reference to "ss.8.10".
4. AMENDMENT TO SECTION 6.19 OF THE CREDIT AGREEMENT. Section 6.19 of the
Credit Agreement is hereby amended (i) by inserting after the words "the
Parent's Subsidiaries" in the first sentence thereof the parenthetical "(other
than the Excluded Subsidiaries)" and (ii) by inserting "(other than New England
Landfill Solutions, LLC)" after "Subsidiary" in the second sentence thereof.
5. AMENDMENT TO SECTION 7.17 OF THE CREDIT AGREEMENT. Section 7.17 of the
Credit Agreement is hereby amended by inserting the parenthetical "(other than
an Excluded Subsidiary)" before the period at the end thereof.
6. AMENDMENT TO SECTION 8.1 OF THE CREDIT AGREEMENT. Section 8.1 of the
Credit Agreement is hereby amended by inserting the words "and/or New England
Landfill Solutions, LLC" after the term "Borrowers" in each of subsections: (c),
(h), (i), (l) and (m) thereof.
7. AMENDMENT TO SECTION 8.2 OF THE CREDIT AGREEMENT. Section 8.2(h) of the
Credit Agreement is hereby amended by (a) deleting the word "and" at the end of
clause (ii) of such section and (b) inserting a new clause (iv) at the end of
such section to read as follows: ", and (iv) on the Capital Stock of Evergreen
National Indemnity Company ("EVERGREEN") granted to Evergreen and Evergreen/UNI
and securing payment of the Borrowers' obligations under the Bonding, Indemnity
and Security Agreement, dated as of November 1, 2000, as amended, superseded or
renewed from time to time, and the bonds issued thereunder."
8. CONSENT TO RELEASE. The Parent has requested that the Lenders consent to
(a) the release of NELS as a Borrower under the Credit Agreement and (b) the
release and termination of all liens on and security interests in the assets of
NELS and the limited liability company interests of NELS held by the
Administrative Agent as security for the Obligations (the "RELEASED
PROPERTIES"). The Lenders hereby consent to (i) the release of NELS as a
Borrower under the Credit Agreement and (ii) the release and termination of all
liens on and security interests in the Released Properties. The Administrative
Agent shall execute appropriate documents necessary to effectuate such release
and termination.
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9. WORK FEE. The Borrowers shall pay to the Administrative Agent for the
account of each Lender and its Lender Affiliates party to the Credit Agreement
(collectively, the "FINANCIAL INSTITUTION") which has executed a counterpart
signature page to this Amendment a work fee (the "WORK FEE") in the aggregate
amount equal to $2,500 per Financial Institution.
10. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective upon
receipt by the Administrative Agent of (a) original counterpart signatures (or a
faxed or other electronic transmitted copy in which the actual signature is
evident) to this Amendment, duly executed and delivered by the Borrowers and the
Lenders and (b) payment of the Work Fee.
11. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and
warrants as follows:
(a) The execution, delivery and performance of this Amendment is
within the corporate power and authority of such Borrower.
(b) Except as modified hereby, the representations and warranties
contained in ss.6 of the Credit Agreement are true and correct in all
material respects as of the date hereof as though made on and as of the
date hereof (except to the extent that such representations and warranties
relate expressly to an earlier date).
(c) After giving effect to this Amendment, no Default or Event of
Default under the Credit Agreement has occurred and is continuing.
12. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. This Amendment and the Credit Agreement
shall hereafter be read and construed together as a single document, and all
references in the Credit Agreement or any related agreement or instrument to the
Credit Agreement shall hereafter refer to the Credit Agreement as amended by
this Amendment.
13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
14. DELIVERY BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION. This Amendment,
to the extent signed and delivered by means of a facsimile machine or other
electronic transmission in which the actual signature is evident, shall be
treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person. At the request of any party
hereto, each other party hereto or thereto shall re-execute original forms
hereof and deliver them to all other parties. No party hereto shall raise the
use of a facsimile machine or other electronic transmission in which the actual
signature is evident to deliver a signature or the fact that any signature or
agreement or instrument was transmitted or communicated through the use of a
facsimile machine or other electronic transmission in
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which the actual signature is evident as a defense to the formation of a
contract and each party forever waives such defense.
15. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, each of the undersigned have duly executed this
Amendment as of the date first set forth above.
FLEET NATIONAL BANK, individually and
as Administrative Agent
By: /S/ MARIA FARIA E MAIA
------------------------------------
Name: Maria Faria e Maia
Title: Managing Director
BANK OF AMERICA, N.A., individually and
as Syndication Agent
By: /s/ STEVEN R. ARENTSON
------------------------------------
Name: Steven R. Arentson
Title: Senior Vice President
BANK NORTH GROUP
By: /s/ E. KIRKE HART
------------------------------------
Name: E. Kirke Hart
Title: Regional Vice President
CITIZENS BANK
By: /s/ CINDY CHEN
------------------------------------
Name: Cindy Chen
Title: Vice President
COMERICA BANK
By: /s/ D. SCOTT HAGWELL
------------------------------------
Name: D. Scott Hagwell
Title: CFO
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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LASALLE BANK NATIONAL ASSOCIATION
By: /s/ BRIAN PETERSON
------------------------------------
Name: Brian Peterson
Title: First Vice President
MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services,
Inc.
By: /s/ SHEILA C. WEIMER
------------------------------------
Name: Sheila C. Weimer
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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FRANKLIN FLOATING RATE TRUST
By: /s/ RICHARD D'ADDARIO
------------------------------------
Name: Richard D'Addario
Title: Vice President
FRANKLIN FLOATING MASTER SERIES
By: /s/ RICHARD D'ADDARIO
------------------------------------
Name: Richard D'Addario
Title: Vice President
FRANKLIN CLO II, LTD.
By: /s/ RICHARD D'ADDARIO
------------------------------------
Name: Richard D'Addario
Title: Vice President
FRANKLIN CLO IV, LTD.
By: /s/ RICHARD D'ADDARIO
------------------------------------
Name: Richard D'Addario
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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GALAXY CLO 1999-1, LTD.
By: /s/ STEVEN S. OH
------------------------------------
Name: Steven S. Oh
Title: Authorized Agent
GALAXY CLO 2003-1, LTD.
By: /s/ JOHN F. BURKE
------------------------------------
Name: John F. Burke
Title: Authorized Signatory
KZH SOLEIL-2 LLC
By: /s/ DORIAN HERRARA
------------------------------------
Name: Dorian Herrara
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ DORIAN HERRARA
------------------------------------
Name: Dorian Herrara
Title: Authorized Agent
KZH RIVERSIDE LLC
By: /s/ DORIAN HERRARA
------------------------------------
Name: Dorian Herrara
Title: Authorized Agent
SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ STEVEN S. OH
------------------------------------
Name: Steven S. Oh
Title: Authorized Agent
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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FLAGSHIP CLO II
By: /s/ MARK S. PELLETREA
------------------------------------
Name: Mark S. Pelletrea
Title: Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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ELT LTD.
By: /s/ ANN E. MORRIS
------------------------------------
Name: Ann E. Morris
Title: Authorized Agent
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management
as Investment Advisor
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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EATON VANCE CDO III, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
EATON VANCE CDO IV, LTD.
By: Eaton Vance Management as Investment
Advisor
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
Costantinus Eaton Vance CDO V. Ltd.
By: Eaton Vance Management as Investment
Advisor
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
GRAYSON & Co
By: Boston Management and
Research, as Investment Advisor
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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VAN KAMPEN PRIME RATE INCOME TRUST
By: /s/ DARVIN D. PIERCE
------------------------------------
Name: Darvin D. Pierce
Title: Executive Director
VAN KAMPEN SENIOR FLOATING RATE FUND
By: /s/ DARVIN D. PIERCE
------------------------------------
Name: Darvin D. Pierce
Title: Executive Director
VAN KAMPEN SENIOR INCOME TRUST
By: /s/ DARVIN D. PIERCE
------------------------------------
Name: Darvin D. Pierce
Title: Executive Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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VENTURE II CDO 2002, LIMITED
By: /s/ MARTIN F. DAVEY
------------------------------------
Name: Martin F. Davey
Title: Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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HEWETT'S ISLAND CDO, LTD.
By: /s/ JEFFREY MEGAR
------------------------------------
Name: Jeffrey Megar
Title: Principal
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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HANOVER SQUARE CLO LTD.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ DEAN T. CRIARES
------------------------------------
Name: Dean T. Criares
Title: Managing Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ LINDA PACE
------------------------------------
Name: Linda Pace
Title: Principal
CARLYLE HIGH YIELD PARTNERS III, LTD.
By: /s/ LINDA PACE
------------------------------------
Name: Linda Pace
Title: Principal
CARLYLE HIGH YIELD PARTNERS IV, LTD.
By: /s/ LINDA PACE
------------------------------------
Name: Linda Pace
Title: Principal
CARLYLE HIGH YIELD PARTNERS, LP
By: /s/ LINDA PACE
------------------------------------
Name: Linda Pace
Title: Principal
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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MAGNETITE ASSET INVESTORS, LLC
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Managing Director
MAGNETITE IV CLO, LTD.
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Managing Director
MAGNETITE V CLO, LTD.
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Managing Director
TITANIUM I CBO, LTD.
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Managing Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: /s/ HELEN RHEE
------------------------------------
Name: Helen Rhee
Title: Senior Vice President
SEQUILS- ING I (HBDGM), LTD.
By: /s/ HELEN RHEE
------------------------------------
Name: Helen Rhee
Title: Senior Vice President
NEMEAN CLO, LTD.
By: /s/ HELEN RHEE
------------------------------------
Name: Helen Rhee
Title: Senior Vice President
ING-ORYX CLO, LTD.
By: /s/ HELEN RHEE
------------------------------------
Name: Helen Rhee
Title: Senior Vice President
ENDURANCE CLO I, LTD.
By: /s/ HELEN RHEE
------------------------------------
Name: Helen Rhee
Title: Senior Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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INVESCO EUROPEAN CDO I S.A.
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
SARATOGA CLO I LTD. 2
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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THE TRAVELERS INSURANCE COMPANY
By: /s/ DENISE T. DUFFEE
------------------------------------
Name: Denise T. Duffee
Title: Investment Officer
CITIGROUP INVESTMENTS CORPORATE
LOAN FUND INC.
By: /s/ DENISE T. DUFFEE
------------------------------------
Name: Denise T. Duffee
Title: Investment Officer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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ATRIUM CDO
By: /s/ DAVID H. LERNER
------------------------------------
Name: David H. Lerner
Title: Authorized Signatory
CSAM FUNDING II
By: /s/ DAVID H. LERNER
------------------------------------
Name: David H. Lerner
Title: Authorized Signatory
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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EMERALD ORCHARD LTD.
By: /s/ GWEN ZIRKLE
------------------------------------
Name: Gwen Zirkle
Title: Attorney-in-fact
KZH HIGHLAND-2 LLC
By: /s/ DORIAN HERRARA
------------------------------------
Name: Dorian Herrara
Title: Authorized Agent
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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NOMURA BOND AND LOAN FUND
By: /s/ ELIZABETH MACLEAN
------------------------------------
Name: Elizabeth MacLean
Title: Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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KATONAH IV, LTD.
By: /s/ RALPH DELLA ROCCA
------------------------------------
Name: Ralph Della Rocca
Title: Authorized Officer
Katonah Capital, LLC
As Manager
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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PUTNAM DIVERSIFIED INCOME TRUST
By: /s/ BETH MAZOR
------------------------------------
Name: Beth Mazor
Title: Vice President
PUTNAM MASTER INCOME TRUST
By: /s/ BETH MAZOR
------------------------------------
Name: Beth Mazor
Title: Vice President
PUTNAM MASTER INTERMEDIATE INCOME TRUST
By: /s/ BETH MAZOR
------------------------------------
Name: Beth Mazor
Title: Vice President
PUTNAM PREMIER INCOME TRUST
By: /s/ BETH MAZOR
------------------------------------
Name: Beth Mazor
Title: Vice President
PUTNAM VARIABLE TRUST-PVT
DIVERSIFIED INCOME FUND
By: /s/ BETH MAZOR
------------------------------------
Name: Beth Mazor
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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LANDMARK II CDO LIMITED
By: /s/ JOSEPH MORONEY
------------------------------------
Name: Joseph Moroney
Title: Authorized Signatory
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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FIDELITY ADVISOR SERIES II:FIDELITY
ADVISOR FLOATING RATE HIGH INCOME FUND
By: /s/ JOHN H. COSTELLO
------------------------------------
Name: John H. Costello
Title: Assistant Treasurer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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BAVARIA TRR CORPORATION
By: /s/ LORI GEBRON
------------------------------------
Name: Lori Gebron
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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CASTLE HILL I-INGOTS, LTD.
By: /s/ DIANE J. EXTER
------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
CASTLE HILL II-INGOTS, LTD.
By: /s/ DIANE J. EXTER
------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
HARBOUR TOWN FUNDING LLC
By: /s/ ANN E. MORRIS
------------------------------------
Name: Ann E. Morris
Title: Asst. Vice President
RACE POINT CLO. LTD.
By: /s/ DIANE J. EXTER
------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
RACE POINT CLO 1999-1 LTD.
By: /s/ DIANE J. EXTER
------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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LONG LANE MASTER TRUST IV
By: /s/ MARIA FARIA MAIA
------------------------------------
Name: Maria Faria Maia
Title: Managing Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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EATON VANCE VT FLOATING -RATE INCOME FUND
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
BIG SKY SENIOR LOAN FUND
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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BORROWERS:
---------
CASELLA WASTE SYSTEMS, INC.
ALL CYCLE WASTE, INC.
ALTERNATE ENERGY, INC.
ATLANTIC COAST FIBERS, INC.
B. AND C. SANITATION CORPORATION
BLASDELL DEVELOPMENT GROUP, INC.
BRISTOL WASTE MANAGEMENT, INC.
CASELLA TRANSPORTATION, INC.
CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.
CASELLA WASTE MANAGEMENT OF N.Y., INC.
CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
CASELLA WASTE MANAGEMENT, INC.
DATA DESTRUCTION SERVICES, INC.
FAIRFIELD COUNTY RECYCLING, INC.
FCR CAMDEN, INC.
FCR FLORIDA, INC.
FCR GREENSBORO, INC.
FCR GREENVILLE, INC.
FCR MORRIS, INC.
FCR PLASTICS, INC.
FCR REDEMPTION, INC.
FCR TENNESSEE, INC.
FCR VIRGINIA, INC.
FCR, INC.
FOREST ACQUISITIONS, INC.
GRASSLANDS INC.
HAKES C & D DISPOSAL, INC.
HARDWICK LANDFILL, INC.
HIRAM HOLLOW REGENERATION CORP.
K-C INTERNATIONAL, LTD.
KTI BIO FUELS, INC.
KTI ENERGY OF VIRGINIA, INC.
KTI ENVIRONMENTAL GROUP, INC.
KTI NEW JERSEY FIBERS, INC.
KTI OPERATIONS INC.
KTI RECYCLING OF NEW ENGLAND, INC.
KTI RECYCLING OF NEW JERSEY, INC.
KTI SPECIALTY WASTE SERVICES, INC.
KTI, INC.
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Vice President and Treasurer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature Pages to Amendment #1
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MECKLENBURG COUNTY RECYCLING, INC.
NATURAL ENVIRONMENTAL, INC.
NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
NEW ENGLAND WASTE SERVICES OF ME, INC.
NEW ENGLAND WASTE SERVICES OF N.Y., INC.
NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
NEW ENGLAND WASTE SERVICES, INC.
NEWBURY WASTE MANAGEMENT, INC.
NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
NORTHERN SANITATION, INC.
PERC, INC.
PINE TREE WASTE, INC.
R.A. BRONSON INC.
RESOURCE RECOVERY OF CAPE COD, INC.
RESOURCE RECOVERY SYSTEMS OF SARASOTA, INC.
RESOURCE RECOVERY SYSTEMS, INC.
RESOURCE TRANSFER SERVICES, INC.
RESOURCE WASTE SYSTEMS, INC.
SCHULTZ LANDFILL, INC.
SUNDERLAND WASTE MANAGEMENT, INC.
U.S. FIBER, INC.
WASTE-STREAM INC.
WESTFIELD DISPOSAL SERVICE, INC.
WINTERS BROTHERS, INC.
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Vice President and Treasurer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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CASELLA NH INVESTORS CO., LLC
By: KTI, Inc., its sole member
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Vice President and Treasurer
CASELLA NH POWER CO., LLC
By: KTI, Inc., its sole member
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Vice President and Treasurer
CASELLA RTG INVESTORS CO., LLC
By: Casella Waste Systems, Inc., its sole member
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Chief Financial Officer and Treasurer
THE HYLAND FACILITY ASSOCIATES
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Duly Authorized Agent
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP
By: KTI Environmental Group, Inc., general partner
By: /S/ RICHARD A. NORRIS
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Name: Richard A. Norris
Title: Vice President and Treasurer
NEW ENGLAND LANDFILL SOLUTIONS, LLC
By: Rochester Environmental Park, LLC
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Duly Authorized Agent
PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
By: PERC, Inc., general partner
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Vice President and Treasurer
ROCHESTER ENVIRONMENTAL PARK, LLC
By: /S/ RICHARD A. NORRIS
-----------------------------------------
Name: Richard A. Norris
Title: Duly Authorized Agent
Signature Pages to Amendment #1