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Exhibit 10.4
AMENDMENT NO. 3 AND CONSENT TO CERTAIN ACQUISITIONS TO SECOND
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS AMENDMENT NO. 3 AND CONSENT TO CERTAIN ACQUISITIONS TO SECOND AMENDED
AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "AMENDMENT") is made
and entered into as of November 21, 2003 by and among CASELLA WASTE SYSTEMS,
INC., a Delaware corporation (the "PARENT"), and each of its Subsidiaries listed
on SCHEDULE 1 to the Credit Agreement referred to below (other than the Excluded
Subsidiaries) (the Parent and such Subsidiaries herein collectively referred to
as the "BORROWERS"), FLEET NATIONAL BANK ("FLEET") and the other financial
institutions party to the Credit Agreement executing this Amendment (as defined
below), and Fleet as administrative agent for itself and the other Lenders (in
such capacity, the "ADMINISTRATIVE AGENT"). Capitalized terms used herein
without definition shall have the respective meanings provided therefor in the
Credit Agreement.
WHEREAS, the Borrowers, the Administrative Agent and the financial
institutions referred to therein as Lenders (the "LENDERS"), are parties to a
Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as
of January 24, 2003, as amended by an Amendment No. 1 and Release to Second
Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April
30, 2003, and an Amendment No. 2 to Second Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of August 26, 2003 (as otherwise amended and
restated 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 Parent has advised the Administrative Agent and the Lenders
that it or its newly created Subsidiary, NEWSME Landfill Operations, LLC, wishes
to enter into a landfill Operating Services Agreement with the State of Maine
that would transfer the right to operate the West Old Town Landfill in Old Town
Maine, to the Parent for a period of thirty (30) years, for consideration in the
amount of (a) $12,500,000 payable in cash at the closing of such transaction,
(b) an additional $12,500,000 which will be payable either in cash at the
closing of the transaction or by twenty (20) year revenue bonds serviced by the
Parent through yearly service fee payments matching the required bond payments
and supported by a Letter of Credit issued under the Credit Agreement, and (c)
economic benefits totaling approximately $3,000,000 and upon such other terms
and conditions as set forth in definitive operating documentation in the form to
be provided to the Administrative Agent pursuant to Paragraph 2(a)(iv)(A) below
(the "OLD TOWN OPERATING AGREEMENT")(the foregoing described transaction being
referred to herein as the "OLD TOWN TRANSACTION");
WHEREAS, the Parent has advised the Administrative Agent and the Lenders
that it or its subsidiary New England Waste Services of N.Y., Inc., wishes to
enter into an Operation, Management and Lease Agreement with the County of
Ontario, New York to acquire the right to operate the Ontario County Landfill
located in Seneca, New York for a twenty-five (25) year period commencing on or
about January 1, 2004 for consideration of (a) $15,000,000 payable in cash at
the closing of the transaction, (b) annual lease payments and other economic
benefits over the twenty-five (25) year period totaling approximately
$33,900,000, and (c) the purchase of all of the Ontario County Landfill's
equipment for
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$1,711,329 and upon such other terms and conditions as set forth in definitive
documentation in the form to be provided to the Administrative Agent pursuant to
Paragraph 2(b)(iii)(A) below (the "ONTARIO OML AGREEMENT") (the foregoing
described transaction being referred to herein as the "ONTARIO TRANSACTION");
WHEREAS, the Parent has advised the Administrative Agent and the Lenders
that its Subsidiary, New England Waste Services of Massachusetts, Inc. ("NEWS"),
has entered into a Construction, Operation and Management Agreement with the
Town of Templeton, Massachusetts pursuant to which NEWS will engineer, permit,
construct, operate, monitor and maintain the Templeton Sanitary Landfill located
in Templeton, Massachusetts for a period of twenty (20) years, for consideration
in the amount of (a) a maximum of $500,000 payable in cash at the closing of the
transaction and (b) annual lease payments and other economic benefits over the
twenty (20) year period totaling approximately $14,400,000 and upon such other
terms and conditions as set forth in the documentation provided to the
Administrative Agent (the "TEMPLETON COM AGREEMENT") (the foregoing described
transaction being referred to herein as the "TEMPLETON TRANSACTION");
WHEREAS, the Parent has advised the Administrative Agent and the Lenders
that it wishes to cause a wholly owned subsidiary to acquire all of the issued
and outstanding capital stock of Wood Recycling, Inc. ("WRI") a Massachusetts
corporation, and merge such Subsidiary with and into WRI with WRI being the
surviving entity for consideration in the approximate amount of (a)
approximately $23,500,000 in assumed liabilities which will be repaid with
Revolving Credit Loans simultaneous with the closing of the WRI Acquisition and
(b) an earn-out payable to the former stockholders of WRI and other
consideration payable to the town of Southbridge of approximately $21,000,000,
and upon such other terms and conditions as set forth in definitive
documentation in the form to be provided to the Administrative Agent pursuant to
Paragraph 2(c)(iii)(A) below (the "WRI PURCHASE AGREEMENT")(the foregoing
described transaction being referred to herein as the "WRI ACQUISITION");
WHEREAS, the consummation of each of the Old Town Transaction, the Ontario
Transaction, the Templeton Transaction and the WRI Acquisition requires that the
Borrowers obtain the consent of the Administrative Agent and the Required
Lenders under Section 8.4.1(i) of the Credit Agreement and amendments to
Sections 1.1 and 8.1 of the Credit Agreement; and
WHEREAS, the Borrowers have requested that the Administrative Agent and the
Required Lenders (a) amend the Credit Agreement to permit Indebtedness arising
from landfill operating contract payments and (b) consent to each of the Old
Town Transaction, the Ontario Transaction, the Templeton Transaction and the WRI
Acquisition, and the Administrative Agent and the Required Lenders have agreed
to make such amendment and grant such consents upon the terms and subject to the
satisfaction of the conditions 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 hereto agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
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(a) The following new definitions are inserted in Section 1.1 of the
Credit Agreement in appropriate alphabetical sequence therein:
"AMENDMENT NO. 3. The Amendment No. 3 and Consent to Certain
Acquisitions to Second Amended and Restated Revolving Credit and Term Loan
Agreement dated as of November 21, 2003 by and among the Borrowers, the
Administrative Agent and the Lenders party thereto."
"OLD TOWN TRANSACTION. As defined in the preamble of Amendment No. 3."
"ONTARIO TRANSACTION. As defined in the preamble of Amendment No. 3."
"TEMPLETON TRANSACTION As defined in the preamble of Amendment No. 3."
"WRI ACQUISITION. As defined in the preamble of Amendment No. 3."
(b) The definition of CONSOLIDATED EBITDA set forth in Section 1.1 of the
Credit Agreement is amended by inserting the following new sentence at the end
of such definition:
"For the purposes of clarity it is agreed that (i) EBITDA arising from
the Old Town Transaction shall not be included on a pro-forma basis but,
shall be included on an actual basis as earned, and (ii) EBITDA arising
from the Ontario Transaction, the Templeton Transaction, and the WRI
Acquisition included under clause (e) of this definition shall not exceed
in each case the amounts set forth beneath such transaction's or
acquisition's name on Schedule 3 (EBITDA) attached hereto (as adjusted to
give effect to actual EBITDA earned after the closing date of each such
transaction or acquisition)."
(c) The definition of CONSOLIDATED TOTAL FUNDED DEBT set forth in Section
1.1 of the Credit Agreement is amended by (a) deleting the word "and" at the end
of clause (iii) of such definition, (b) adding the word "and" at the end of
clause (iv) of such definition, and (c) by adding the following clause (v) to
such definition:
"(v) Indebtedness arising from capitalization of landfill
operating contract payments,"
(d) Section 8.1 of the Credit Agreement (Restrictions on Indebtedness) is
amended by (a) deleting the word "and" at the end of subsection (n) of such
section, (b) deleting the period at the end of subsection (o) of such section
and substituting in lieu thereof a semicolon and the word "and", and (c) by
inserting the following new subsection (p) after subsection (o) of such section:
"(p) Indebtedness of the Borrowers arising from capitalization of
landfill operating contract payments; PROVIDED that the aggregate
outstanding present value amount of such Indebtedness (calculated in
accordance with GAAP) shall not exceed $125,000,000 at any time."
(e) The Credit Agreement is further amended by adding a new Schedule 3
(EBITDA) in the form attached hereto.
2. CONSENT. The Administrative Agent and the Required Lenders hereby
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consent to each of the Old Town Transaction, the Ontario Transaction, the
Templeton Transaction and the WRI Acquisition, in each case, in accordance with
the terms set forth in the Old Town Operating Agreement, the Ontario OML
Agreement, the Templeton COM Agreement and the WRI Purchase Agreement, as the
case may be. The foregoing consent is subject in each case to the following:
(a) with respect to the Old Town Transaction:
(i) The Administrative Agent shall receive a Compliance
Certificate dated as of the closing date of the Old Town
Transaction and after giving effect to the other transactions
contemplated by this Amendment which have been consummated prior
to such date demonstrating compliance with the financial
covenants contained in Section 9 of the Credit Agreement on a pro
forma historical combined basis as if the Old Town Transaction
had occurred on the first day of the applicable fiscal period.
EBITDA arising from the Old Town Transaction shall not be
included on a pro-forma basis in the calculations for the
Compliance Certificate.
(ii) The Administrative Agent shall have received a
certificate from the CFO of the Parent, dated as of the closing
date of the Old Town Transaction, certifying compliance with the
conditions set forth in clauses (b), (c) and (d) of Section 8.4.1
of the Credit Agreement.
(iii) Not later than five (5) Business Days after the
closing date of the Old Town Transaction, the Administrative
Agent shall have received a Joinder Agreement in the form of
EXHIBIT F to the Credit Agreement, duly executed and delivered by
NEWSME Landfill Operations, LLC, together with all of the
documentation required to be delivered by the Borrowers pursuant
to Section 4 of such Joinder Agreement, and such Joinder
Agreement shall be in full force and effect.
(iv) Not later than seven (7) days prior to the closing
date of the Old Town Transaction, the Administrative Agent shall
have been furnished with (A) a copy of the definitive
documentation with respect to the Old Town Transaction, including
all exhibits and schedules thereto, which shall contain terms
generally consistent with those contained in the Narrative
History prepared by the Parent and provided to the Administrative
Agent on or about October 23, 2003 and shall otherwise be in form
and substance satisfactory to the Administrative Agent and (B)
financial projections and audited, if available, or otherwise
unaudited, financial statements of the Old Town landfill with
respect to the preceding two (2) fiscal years of the Old Town
landfill, or such shorter period of time as it has been in
existence, which shall be in form and substance satisfactory to
the Administrative Agent.
(v) Not later than seven (7) days prior to the closing
date of the Old Town Transaction, the Parent shall deliver to the
Administrative Agent (X) a summary of the results of its standard
due diligence review undertaken in connection with the Old Town
Transaction and (Y) a review by a Consulting Engineer and a copy
of the Consulting Engineer's report, which
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in each case, shall be in form and substance satisfactory to the
Administrative Agent.
(vi) All necessary approvals from the State of Maine or
other relevant governing body with respect to the closing date of
the transactions contemplated by the Old Town Transaction shall
have been obtained by the Borrowers.
(b) with respect to the Ontario Transaction:
(i) The Administrative Agent shall receive a Compliance
Certificate dated as of the closing date of the Ontario
Transaction and after giving effect to the other transactions
contemplated by this Amendment which have been consummated prior
to such date demonstrating compliance with the financial
covenants contained in Section 9 of the Credit Agreement on a pro
forma historical combined basis as if the Ontario Transaction had
occurred on the first day of the applicable fiscal period. EBITDA
for the Ontario Transaction included in the Compliance
Certificate on a pro-forma basis shall be equal to the amount set
forth for the Ontario Transaction on the attached Schedule 3
(EBITDA) to the Credit Agreement.
(ii) The Administrative Agent shall have received a
certificate from the CFO of the Parent, dated as of the closing
date of the Ontario Transaction, certifying compliance with the
conditions set forth in clauses (b), (c) and (d) of Section 8.4.1
of the Credit Agreement.
(iii) Not later than seven (7) days prior to the closing
date of the Ontario Transaction, the Administrative Agent shall
have been furnished with (A) a copy of the definitive
documentation with respect to the Ontario Transaction, including
all exhibits and schedules thereto which shall contain terms
generally consistent with those contained in the transaction
description prepared by the Parent and provided to the
Administrative Agent on or about October 23, 2003 and shall
otherwise be in form and substance satisfactory to the
Administrative Agent and (B) financial projections and audited,
if available, or otherwise unaudited, financial statements of the
Ontario landfill with respect to the preceding two (2) fiscal
years of the Ontario landfill, or such shorter period of time as
it has been in existence, which shall be in form and substance
satisfactory to the Administrative Agent.
(iv) Not later than seven (7) days prior to the closing
date of the Ontario Transaction, the Parent shall deliver to the
Administrative Agent (X) a summary of the results of its standard
due diligence review undertaken in connection with the Ontario
Transaction and (Y) a review by a Consulting Engineer and a copy
of the Consulting Engineer's report, which in each case, shall be
in form and substance satisfactory to the Administrative Agent.
(v) All necessary approvals by the board of supervisors
of the Ontario County Landfill with respect to the consummation
of the
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transactions contemplated by the Ontario Transaction shall have
been obtained by the Borrowers.
(c) with respect to the Templeton Transaction:
(i) The Administrative Agent shall receive a Compliance
Certificate dated as of the closing date of the Templeton
Transaction and after giving effect to the other transactions
contemplated by this Amendment which have been consummated prior
to such date demonstrating compliance with the financial
covenants contained in Section 9 of the Credit Agreement on a pro
forma historical combined basis as if the Templeton Transaction
had occurred on the first day of the applicable fiscal period.
EBITDA for the Templeton Transaction included in the Compliance
Certificate on a pro-forma basis shall be equal to the amount set
forth for the Templeton Transaction on the attached Schedule 3
(EBITDA) to the Credit Agreement.
(ii) The Administrative Agent shall have received a
certificate from the CFO of the Parent, dated as of the closing
date of the Templeton Transaction, certifying compliance with the
conditions set forth in clauses (b), (c) and (d) of Section 8.4.1
of the Credit Agreement.
(iii) Not later than seven (7) days prior to the closing
date of the Templeton Transaction, the Administrative Agent shall
have been furnished with (A) a copy of the definitive
documentation with respect to the Templeton Transaction,
including all exhibits and schedules thereto which shall contain
terms generally consistent with those contained in the
transaction description prepared by the Parent and provided to
the Administrative Agent on or about November 7, 2003 and shall
otherwise be in form and substance satisfactory to the
Administrative Agent and (B) financial projections and audited,
if available, or otherwise unaudited, financial statements of the
Templeton Sanitary Landfill with respect to the preceding two (2)
fiscal years of the Templeton Sanitary Landfill, or such shorter
period of time as it has been in existence, which shall be in
form and substance satisfactory to the Administrative Agent.
(iv) Not later than seven (7) days prior to the closing
date of the Templeton Transaction, the Parent shall deliver to
the Administrative Agent (X) a summary of the results of its
standard due diligence review undertaken in connection with the
Templeton Transaction and (Y) a review by a Consulting Engineer
and a copy of the Consulting Engineer's report, which in each
case, shall be in form and substance satisfactory to the
Administrative Agent.
(v) All necessary approvals by the Town of Templeton or
the required governing body or members of the Templeton Sanitary
Landfill with respect to the consummation of the transactions
contemplated by the Templeton Transaction shall be obtained by
the Borrower.
(d) with respect to the WRI Acquisition:
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(i) The Administrative Agent shall receive a Compliance
Certificate dated as of the closing date of the WRI Acquisition
and after giving effect to the other transactions contemplated by
this Amendment which have been consummated prior to such date
demonstrating compliance with the financial covenants contained
in Section 9 of the Credit Agreement on a pro forma historical
combined basis as if the WRI Acquisition had occurred on the
first day of the applicable fiscal period. EBITDA for the WRI
Acquisition included in the Compliance Certificate on a pro-forma
basis shall be equal to the amount set forth for the WRI
Acquisition on the attached Schedule 3 (EBITDA) to the Credit
Agreement.
(ii) The Administrative Agent shall have received a
certificate from the CFO of the Parent, dated as of the closing
date of the WRI Acquisition, certifying compliance with the
conditions set forth in clauses (b), (c) and (d) of Section 8.4.1
of the Credit Agreement.
(iii) Not later than five (5) Business Days after the
closing date of the WRI Acquisition, the Administrative Agent
shall have received a Joinder Agreement in the form of EXHIBIT F
to the Credit Agreement, duly executed and delivered by WRI,
together with all of the documentation required to be delivered
by the Borrowers pursuant to Section 4 of such Joinder Agreement,
and such Joinder Agreement shall be in full force and effect.
(iv) Not later than five (5) Business Days after the
closing date of the WRI Acquisition, the Administrative Agent
shall have received original stock certificates representing all
of the issued and outstanding shares of capital stock of WRI,
together with undated stock powers duly executed in blank by the
Parent, which shall be held by the Administrative Agent, for the
benefit of the Lenders and the Agent, as Collateral for the
Obligations pursuant to the terms of the Credit Agreement and the
Pledge Agreement.
(v) Not later than seven (7) days prior to the closing
date of the WRI Acquisition, the Administrative Agent shall have
been furnished with (A) a copy of the definitive purchase
documentation with respect to the WRI Acquisition, including all
exhibits and schedules thereto which shall contain terms
generally consistent with those contained in the transaction
description prepared by the Parent and provided to the
Administrative Agent on or about October 23, 2003 and shall
otherwise be in form and substance satisfactory to the
Administrative Agent and (B) financial projections and audited,
if available, or otherwise unaudited, financial statements of WRI
with respect to the preceding two (2) fiscal years of WRI, or
such shorter period of time as it has been in existence, which
shall be in form and substance satisfactory to the Administrative
Agent.
(vi) Prior to the consummation of the WRI Acquisition,
the Parent shall deliver to the Administrative Agent (X) a
summary of the results of its standard due diligence review
undertaken in connection with the WRI Acquisition and (Y) a
review by a Consulting Engineer and a copy of the
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Consulting Engineer's report, which in each case, shall be in
form and substance satisfactory to the Administrative Agent.
(vii) All approvals of the board of directors of WRI and,
if applicable the required percentage of shareholders of WRI, in
each case with respect to the consummation by WRI of the
transactions contemplated by the WRI Purchase Agreement shall
have been obtained by the Borrowers.
3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
when the Administrative Agent shall have received a counterpart signature page
to this Amendment duly executed and delivered by each of the Borrowers and the
Required Lenders.
4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and
warrants to the Lenders and the Administrative Agent as follows:
(a) The execution, delivery and performance of each of this
Amendment and the transactions contemplated hereby and thereby are within
the corporate or equivalent company power and authority of such Borrower
and have been or will be authorized by proper corporate or equivalent
company proceedings, and do not (i) require any consent or approval of the
equity holders of such Borrower which has not been obtained, (ii)
contravene any provision of the constituent documents of such Borrower or
any law, rule or regulation applicable to such Borrower, or (iii)
contravene any provision of, or constitute an event of default or event
which, but for the requirement that time elapse or notice be given, or
both, would constitute an event of default under, any other material
agreement, instrument or undertaking binding on such Borrower.
(b) This Amendment and all of the terms and provisions hereof
and thereof are the legal, valid and binding obligations of such Borrower
enforceable in accordance with their respective terms except as limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
the enforcement of creditors' rights generally, and except as the remedy of
specific performance or of injunctive relief is subject to the discretion
of the court before which any proceeding therefor may be brought.
(c) The execution, delivery and performance of this Amendment
does not require any approval or consent of, or filing or registration
with, any governmental or other agency or authority, or any other party.
(d) The representations and warranties contained in Section 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 of changes resulting from transactions contemplated or permitted by
the Credit Agreement as amended by this Amendment and changes occurring in
the ordinary course of business which singly or in the aggregate are not
materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date).
(e) After giving effect to this Amendment, no Default or Event
of Default under the Credit Agreement will occur or be continuing.
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5. 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.
6. NO IMPLIED WAIVER. Except as expressly set forth in this Amendment,
this Amendment shall not, by implication or otherwise, limit, impair, constitute
a waiver of or otherwise affect any rights or remedies of the Administrative
Agent or the Lenders under the Credit Agreement or the other Loan Documents, nor
alter, modify, amend or in any way affect any of the terms, obligations or
covenants contained in the Credit Agreement or the Loan Documents, all of which
shall continue in full force and effect. Nothing in this Amendment shall be
construed to imply any willingness on the part of the Administrative Agent or
the Lenders to grant any similar or future consent or waiver of any of the terms
and conditions of the Credit Agreement or the other Loan Documents.
7. COUNTERPARTS; GOVERNING LAW. This Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of such when so executed and delivered shall be an original, but all of
such counterparts shall together constitute but one and the same agreement. THIS
CONSENT SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED AS AN INSTRUMENT
UNDER SEAL IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
WITHOUT REFERENCE TO CONFLICTS OF LAW. 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 which the actual signature is evident as a defense to
the formation of a contract and each party forever waives such defense.
8. DOLLAR AMOUNTS. All dollar amounts set forth herein which are payable
in the future are reflected in this amendment on a present discounted value
basis (calculated in accordance with GAAP).
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IN WITNESS WHEREOF, each of the undersigned have duly executed this
Amendment under seal as of the date first set forth above.
FLEET NATIONAL BANK
individually and as Administrative Agent
By: /s/ MARIA DE FARIA E MAIA
--------------------------------
Name: Maria de Faria e Maia
------------------------------
Title: Managing Director
-----------------------------
Signature pages to Amendment No. 3 and Consent
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BANK OF AMERICA, N.A.
By: /s/ JONATHAN M. PHILLIPS
--------------------------------
Name: Jonathan M. Phillips
Title: Vice President
Signature pages to Amendment No. 3 and Consent
<Page>
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.
CV LANDFILL, 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 REDEMPTION, INC.
FCR TENNESSEE, 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 ENVIRONMENTAL GROUP, INC.
KTI NEW JERSEY FIBERS, INC.
KTI OPERATIONS INC.
KTI RECYCLING OF NEW ENGLAND, 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 No. 3 and Consent
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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]
Signature pages to Amendment No. 3 and Consent
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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
CWM ALL WASTE LLC
By: /s/ RICHARD A. NORRIS
--------------------------------------
Name: Richard A. Norris
Title: Duly Authorized Agent
GROUNDCO LLC
By: /s/ RICHARD A. NORRIS
--------------------------------------
Name: Richard A. Norris
Title: Duly Authorized Agent
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature pages to Amendment No. 3 and Consent
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THE HYLAND FACILITY ASSOCIATES
By: /s/ RICHARD A. NORRIS
--------------------------------------
Name: Richard A. Norris
Title: Duly Authorized Agent
NEWSME LANDFILL OPERATIONS LLC
By: /s/ RICHARD A. NORRIS
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Name: Richard A. Norris
Title: Duly Authorized Agent
ROCKINGHAM SAND & GRAVEL, LLC
By: /s/ RICHARD A. NORRIS
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Name: Richard A. Norris
Title: Duly Authorized Agent
TEMPLETON LANDFILL LLC
By: /s/ RICHARD A. NORRIS
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Name: Richard A. Norris
Title: Duly Authorized Agent
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Signature pages to Amendment No. 3 and Consent
<Page>
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
PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
By: PERC, Inc., general partner
By: /s/ RICHARD A. NORRIS
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Name: Richard A. Norris
Title: Vice President and Treasurer
ROCHESTER ENVIRONMENTAL PARK, LLC
By: /s/ RICHARD A. NORRIS
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Name: Richard A. Norris
Title: Duly Authorized Agent
Signature pages to Amendment No. 3 and Consent