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Exhibit 10.5
JOINDER AGREEMENT
(CREDIT AGREEMENT AND LOAN DOCUMENTS)
Dated as of November 25, 2003
Fleet National Bank, as Administrative Agent
and the Lenders referred to below
100 Federal Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
Reference is hereby made to the Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of January 24, 2003 (as amended,
modified, supplemented or restated and in effect from time to time, the "CREDIT
AGREEMENT"), by and among Casella Waste Systems, Inc. and each of its direct and
indirect Subsidiaries (other than Excluded Subsidiaries) that are or may from
time to time becomes parties thereto (collectively, the "ORIGINAL BORROWERS"),
the lending institutions from time to time thereto (the "LENDERS"), Fleet
National Bank, as administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT") for itself and the other Lenders, and Bank of America, N.A., as
syndication agent. All capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.
1. JOINDER TO CREDIT AGREEMENT AND LOAN DOCUMENTS.
Each of the New Borrowers, C.V. LANDFILL, INC, a Vermont corporation,
CWM ALL WASTE LLC, a New Hampshire limited liability company, GROUNDCO LLC, a
New York limited liability company, NEWSME LANDFILL OPERATIONS LLC, a Maine
limited liability company, ROCKINGHAM SAND & GRAVEL, LLC, a Vermont limited
liability company, TEMPLETON LANDFILL LLC, a Massachusetts limited liability
company, and WOOD RECYCLING, INC., a Massachusetts corporation (each
individually a "NEW BORROWER", collectively the "NEW BORROWERS" and,
collectively with the Original Borrowers, the "BORROWERS"), hereby joins the
Credit Agreement and the other Loan Documents and agrees to become Borrowers
under the Credit Agreement and to comply with and be bound by all of the terms,
conditions and covenants of the Credit Agreement and the other Loan Documents.
Without limiting the generality of the preceding sentence, each of the New
Borrowers agrees that it shall be jointly and severally liable, together with
the Borrowers, for the payment and performance of all obligations of the
Borrowers under the Credit Agreement as supplemented hereby. Concurrently with
the execution of this Joinder Agreement, each of the New Borrowers has executed
each original Revolving Credit Note, Swing Line Note and Term Note and agrees to
be bound thereby as if it had been a party thereto as of the Effective Date.
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2. JOINDER TO SECURITY AGREEMENT AND PLEDGE AGREEMENT.
Each of the New Borrowers further covenants and agrees that by its
execution hereof it shall be bound by and shall comply with all terms and
conditions of each of the Security Agreement and the Pledge Agreement, and
thereby and hereby grants to the Administrative Agent, for the benefit of the
Lenders and the Agents, to secure the payment and performance in full of all of
the Obligations, a security interest in and so pledges and assigns to the
Administrative Agent, for the benefit of the Lenders and the Agents, the
following properties, assets and rights of such New Borrower, wherever located,
whether now owned or hereafter acquired or arising, and all proceeds and
products thereof (all of the same being hereinafter called the "COLLATERAL"):
(a) All personal and fixture property of every kind and
nature including without limitation, all goods (including inventory,
equipment and any accessions thereto), instruments (including
promissory notes), documents, accounts (including health-care-insurance
receivables), chattel paper (whether tangible or electronic), deposit
accounts, letter-of-credit rights (whether or not the letter of credit
is evidenced by a writing), commercial tort claims, securities and all
other investment property, supporting obligations, any other contract
rights or rights to the payment of money, insurance claims and
proceeds, and all general intangibles (including all payment
intangibles); and
(b) 100% of the shares of Capital Stock of such New
Borrower's Domestic Subsidiaries and 65% of the shares of Capital Stock
of its Foreign Subsidiaries, if any, including, without limitation, the
shares described on SCHEDULE A hereto and any additional shares of
Capital Stock of any class of such Domestic or Foreign Subsidiaries or
any securities exchangeable for or convertible into shares of such
Capital Stock of any class acquired by such Domestic or Foreign
Subsidiaries by purchase, stock dividend, distribution of capital or
otherwise together with all income therefrom, increases therein and
proceeds thereof, including without limitation, with respect to any
Domestic or Foreign Subsidiary which is a limited liability company (a)
all payments or distributions, whether in each case, property or
otherwise, at any time owing or payable to such New Borrower on account
of its interest as a member, in such Subsidiary or in the nature of a
management, investment banking or other fee paid or payable by such
Subsidiary to such New Borrower, (b) all of such New Borrower's rights
and interests under the operating agreement (or the equivalent) of such
Subsidiary, including all voting and management rights and all rights
to grant or withhold consents or approvals, (c) all rights of access
and inspection to and use of all books and records, including computer
software and computer software programs, of such Subsidiary, and (d)
all other rights, interests, property or claims to which such New
Borrower may be entitled in its capacity as a member of such
Subsidiary.
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Each of the New Borrowers has attached hereto a duly completed
Perfection Certificate in the form prescribed by the Security Agreement, and
represents and warrants as provided in Sections 6, 7, 8 and 9 of the Security
Agreement with respect to the matters set forth in such Perfection Certificate.
Each of the New Borrowers further covenants and agrees that by its execution
hereof it shall provide all such information, complete all such forms, take all
such actions, and enter into all such agreements, in form and substance
reasonably satisfactory to the Administrative Agent that are reasonably deemed
necessary by the Administrative Agent in order to grant a valid, first-priority
perfected security interest to the Administrative Agent for the benefit of the
Agents and the Lenders in all of the assets of the New Borrowers securing the
Obligations.
3. NEW BORROWERS REPRESENTATIONS AND WARRANTIES.
Each of the New Borrowers hereby acknowledges, and represents and
warrants, the following:
(a) it is a corporation or limited liability company duly
organized on or prior to the date hereof;
(b) it is a wholly-owned Subsidiary of the Person set forth
opposite its name in the table below:
<Table>
<Caption>
NEW BORROWER PARENT
------------ ------
C.V. Landfill, Inc. Casella Waste Management, Inc.
CWM All Waste LLC Casella Waste Management, Inc.
GroundCo LLC New England Waste Services of N.Y., Inc.
NEWSME Landfill Operations LLC New England Waste Services of ME, Inc.
Rockingham Sand & Gravel, LLC New England Waste Services of Vermont, Inc.
Templeton Landfill LLC New England Waste Services of Massachusetts, Inc.
Wood Recycling, Inc. New England Waste Services of Massachusetts, Inc.
</Table>
(c) its chief executive office and principal place of business is
located at the address set forth opposite its name in the table below:
<Table>
<Caption>
NEW BORROWER ADDRESS
------------ -------
C.V. Landfill, Inc. 25 Greens Hill Lane, Rutland, VT 05701
CWM All Waste LLC 25 Greens Hill Lane, Rutland, VT 05701
GroundCo LLC 802 Cascadilla Street, Ithaca, NY 14850
NEWSME Landfill Operations LLC 358 Emerson Mill Road, Hampden, ME 04444
</Table>
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<Table>
Rockingham Sand & Gravel, LLC 74 Upper Meadows Road, Bellows Falls, VT 05101
Templeton Landfill LLC 15 Hardscrabble Road, Auburn, MA 01501
Wood Recycling, Inc. 165 Barefoot Road, Southbridge, MA 01550
</Table>
(d) its books and records are kept at its chief executive office
and principal place of business, as well as other locations, if any,
indicated on the Perfection Certificate;
(e) no provision of its charter, by-laws (or the equivalent
company documents) or provision relating to any of its Capital Stock
prohibits such New Borrower from making distributions to the Borrowers;
(f) it is capable of complying with and is in compliance with all
of the provisions of the Credit Agreement and the Loan Documents
applicable to it;
(g) each of the representations and warranties set forth in
Section 6 of the Credit Agreement is true and correct in all material
respects with respect to such New Borrower as of the date hereof
(except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and the other Loan
Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and except to
the extent that such representations and warranties relate expressly to
an earlier date);
(h) it is a condition precedent to the Lenders' making any
additional Loans or otherwise extending credit to the Borrowers under
the Credit Agreement that such New Borrower execute and deliver to the
Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, this Joinder Agreement;
(i) such New Borrower wishes to grant security interests in favor
of the Administrative Agent, for the benefit of the Lenders and the
Agents, as herein provided and to become party to each of the Security
Agreement and the Pledge Agreement; and
(j) upon execution of this agreement, such New Borrower will be
jointly and severally liable, together with the Original Borrowers, for
the payment and performance of all obligations of the Borrowers under
the Credit Agreement as supplemented hereby.
4. DELIVERY OF DOCUMENTS.
Each of the New Borrowers hereby agrees that the following documents
shall be delivered to the Administrative Agent concurrently with this Joinder
Agreement:
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(a) executed original allonges to the Revolving Credit Notes (the
"REVOLVING CREDIT NOTE ALLONGES") which have been executed by
each New Borrower, who thereby agrees to be bound thereby as
if it had been a signatory to each Revolving Credit Note as of
the Effective Date;
(b) an executed original allonge to the Swing Line Note (the
"SWING LINE ALLONGE") which has been executed by each New
Borrower, who thereby agrees to be bound thereby as if it had
been a signatory to such Swing Line Note as of the Effective
Date;
(c) executed original allonges to the Term Notes (the "TERM NOTE
ALLONGES" and together with the Revolving Credit Note Allonges
and the Swing Line Allonge, the "ALLONGES") which have been
executed by each New Borrower, who thereby agrees to be bound
thereby as if it had been a signatory to each Term Note as of
the Effective Date;
(d) new legal opinions of counsel to each New Borrower as to the
legal, valid and binding nature of the Loan Documents, as
supplemented hereby, with respect to the New Borrowers;
(e) copies, certified by a duly authorized officer of each of the
New Borrowers to be true and complete as of the date hereof,
of each of (i) the certificate of incorporation (or equivalent
company document) of such New Borrower as in effect on the
date hereof, (ii) the by-laws (or equivalent company document)
of such New Borrower as in effect on the date hereof, (iii)
the corporate or equivalent company action taken by such New
Borrower authorizing the execution and delivery of this
Joinder Agreement, the other documents executed in connection
herewith and the New Borrower's performance of all of the
transactions contemplated hereby and thereby, and (iv) an
incumbency certificate giving the name and bearing a specimen
signature of each individual who shall be authorized to sign,
in such New Borrower's name and on its behalf, each of this
Joinder Agreement, the Allonges and the other Loan Documents,
any Loan and Letter of Credit Request, and to give notices and
to take other action on its behalf under the Loan Documents;
(f) a certificate of the Secretary of State of the state set forth
opposite each New Borrower's name in the table below of a
recent date as to each New Borrower's good standing, valid
existence and tax payment status:
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<Table>
<Caption>
NEW BORROWER STATE
------------ -----
C.V. Landfill, Inc. VT
CWM All Waste LLC NH
GroundCo LLC NY
NEWSME Landfill Operations LLC ME
Rockingham Sand & Gravel, LLC VT
Templeton Landfill LLC MA
Wood Recycling, Inc. MA
</Table>
(g) UCC-1 financing statements and other documents and instruments
necessary to perfect the Administrative Agent's security
interest for the benefit of the Agents and the Lenders in all
of each New Borrower's assets;
(h) a supplement to the Pledge Agreement in form and substance
satisfactory to the Administrative Agent or, if such New
Borrower is a Subsidiary of a Borrower which has not
previously entered into a Pledge Agreement, a Joinder to the
Pledge Agreement, in form and substance satisfactory to the
Administrative Agent; and
(i) such other documents as the Administrative Agent may
reasonably request.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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This Joinder Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
Very truly yours,
C.V. LANDFILL, INC.
By: /s/ RICHARD A. NORRIS
--------------------------------------
Name: Richard A. Norris
Title: Vice President 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
NEWSME LANDFILL OPERATIONS LLC
By: /s/ RICHARD A. NORRIS
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Name: Richard A. Norris
Title: Duly Authorized Agent
[SIGNATURE BLOCKS CONTINUED ON NEXT PAGE]
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ROCKINGHAM SAND & GRAVEL,
LLC
By: /s/ RICHARD A. NORRIS
--------------------------------------
Name: Richard A. Norris
Title: Duly Authorized Agent
TEMPLETON LANDFILL LLC
By: /s/ RICHARD A. NORRIS
--------------------------------------
Name: Richard A. Norris
Title: Duly Authorized Agent
WOOD RECYCLING, INC.
By: /s/ RICHARD A. NORRIS
--------------------------------------
Name: Richard A. Norris
Title: Vice President and Treasurer
Address of each of the above for purposes of
Section 21 of the Credit Agreement:
25 Greens Hill Lane,
P.O. Box 866,
Rutland, Vermont 05701 Attention: President,
Telecopy number 802-775-6198
Accepted and Agreed:
FLEET NATIONAL BANK,
as Administrative Agent
By: /s/ MARIA DE FARIA E MAIA
----------------------------
Name: Maria F. Maia
Title: Managing Director
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[NOTE: this notarial acknowledgement is in the form required by Massachusetts
law; acknowledgement should be properly modified if the document is to be
notarized in a state which requires a different form]
CERTIFICATE OF ACKNOWLEDGMENT
COMMONWEALTH OR STATE OF Vermont )
) ss.
COUNTY OF Rutland )
On this 30 day of January, 2004, before me, the undersigned notary public,
personally appeared Richard A. Norris, proved to me through satisfactory
evidence of identification, which were _____________________________, to be the
person whose name is signed on the preceding or attached document, and
acknowledged to me that (he)(she) signed it voluntarily for its stated purpose
as ______________ for each of C.V. Landfill, Inc., a Vermont corporation, CWM
All Waste LLC, a New Hampshire limited liability company, GroundCo LLC, a New
York limited liability company, NEWSME Landfill Operations LLC, a Maine limited
liability company, Rockingham Sand & Gravel, LLC, a Vermont limited liability
company, Templeton Landfill LLC, a Massachusetts limited liability company, and
Wood Recycling, Inc., a Massachusetts corporation.
/s/ AMY L. COLOUTTI
---------------------------------------
(official signature and seal of notary)
My commission expires: 2/10/07
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SCHEDULE A
Shares of Capital Stock owned by New Borrower
None