Exhibit 10.2


 


AMENDMENT
NO. 2


TO


SECOND AMENDED AND
RESTATED REVOLVING CREDIT AND TERM LOAN


AGREEMENT


 


 


This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT (this “Amendment”)
is made and entered into as of the 26th day of August, 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, pursuant to the Credit Agreement, the original Term
Loan Lenders have made a term loan to the Borrowers in the original principal
amount of $150,000,000 (the “Original  Term  Loan”);


 


WHEREAS, the Borrowers wish to repay the Original Term Loan
in full and to amend the Credit Agreement to allow for a replacement term loan
in the aggregate principal amount of $150,000,000 and having a lower interest
rate than the Original Term Loan (the “Replacement  Term  Loan”),
the proceeds of which shall be used to prepay the Original Term Loan;


 


WHEREAS, each of the Borrowers has requested that the
Required Lenders and the Administrative Agent make certain amendments to the
Credit Agreement to permit the aforementioned transactions, and the Required
Lenders and the Administrative Agent are agreeable thereto upon the terms and
conditions described 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.                               Replacement  Term  Loan.


 


(a)           Subject to the terms and conditions set forth
herein, each of the undersigned financial institutions identified on Schedule
A hereto as a “Replacement Lender” (individually, a “Replacement  Lender”
and collectively, the  “Replacement
Lenders”) agrees to lend to the Borrowers on the Second Amendment
Effective Date (defined below) that percentage set forth opposite its name on Schedule
A hereto of a term


 

















 


loan, which shall be in the aggregate principal amount of $150,000,000.
The proceeds of the Replacement Term Loan shall be applied to prepay in full
the outstanding principal balance of the Original Term Loan.


 


(b)          Upon payment of the Original Term Loan (the “August
2003  Prepayment”), the Replacement Term Loan shall be thereafter
the “Term Loan” referred to and as defined in the Credit Agreement, shall
constitute an Obligation of the Borrowers, shall amortize on the schedule and
be subject to the mandatory and voluntary prepayment provisions as set forth in
§4 of the Credit Agreement for the Term Loan, and the outstanding principal
amount thereof shall be due and payable on the Term Loan Maturity Date. The Replacement
Term Loan shall bear interest from and after the Second Amendment Effective
Date as set forth in §4.6 of the Credit Agreement, with the Applicable Margin
being determined by reference to the pricing grid set forth in §2(a) of this
Amendment.  The Borrowers jointly and
severally promise to pay to the Administrative Agent for the account of the
Replacement Lenders the principal of and interest on the Replacement Term Loan
in accordance with the provisions of §4 of the Credit Agreement (as amended by
this Amendment).


 


(c)           The Replacement Lenders, the Revolving Credit
Lenders, the Borrowers and the Agents hereby acknowledge that immediately
following the August 2003 Prepayment (i) the Credit Agreement shall be amended
in accordance with the provisions of §§2 through 7 below, (ii) all references
in the Credit Agreement and the other Loan Documents to the words “Term Loan”
shall be deemed to be references to or to relate to the Replacement Term Loan
advanced pursuant to this §1, (iii) the Replacement Term Loan shall be governed
by and subject to all of the provisions, terms and conditions set forth in the
Credit Agreement and the other Loan Documents in every respect as though such
Replacement Term Loan had been originally referred to therein as the “Term
Loan”, and (iv) thereafter the Replacement Term Loan shall be referred to as
the Term Loan. In furtherance of and not in
limitation of the foregoing, and notwithstanding anything to the contrary
contained herein, the amendments effected by the provisions of §§ 2 through 7
below shall only be applicable to the Replacement Term Loan and shall not be
applicable to the Original Term Loan.


 


(d)          Each Replacement Lender not a party to the Credit
Agreement prior to the Second Amendment Effective Date (each a “New  Term
Lender”), by execution of this Amendment, hereby agrees to be bound by
and shall be entitled to the benefits of, all of the terms, conditions and
provisions of the Credit Agreement as if such New Term Lender had been one of
the lending institutions originally executing the Credit Agreement as a “Term
Loan Lender”; provided that nothing herein shall be construed as making
the New Term Lender liable to the Borrowers or the other Lenders in respect of
any acts or omissions of any party to the Credit Agreement or in respect of any
other event occurring prior to the Second Amendment Effective Date. The New
Term Lender (a) represents and warrants that (i) it is duly and legally
authorized to enter into this Amendment, (ii) the execution, delivery and performance
of this Amendment does not conflict with any provision of law or of the charter
or by-laws of the New Term Lender, or of any agreement binding on the New Term
Lender, (iii) all acts, conditions and things required to be done and performed
and to have occurred prior to the


 

















 


execution, delivery and performance of this Amendment, and to render
the same the legal, valid and binding obligation of the New Term Lender,
enforceable against it in accordance with its terms, have been done and
performed and have occurred in due and strict compliance with all applicable
laws; (b) confirms that it has received a copy of the Credit Agreement and the
Loan Documents, together with copies of the most recent financial statements
delivered pursuant to §§6.4 and 7.4 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment; (c) agrees that it will, independently
and without reliance upon the Lenders or the Administrative Agent and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (d) represents and warrants that it is eligible to become
a party to the Credit Agreement under the terms and conditions of the Credit
Agreement as amended hereby; (e) appoints and authorizes the Administrative
Agent to take such action as Administrative Agent on its behalf and to exercise
such powers under the Credit Agreement and the other Loan Documents as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; and (f) agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Term Loan
Lender.


 


(e)           The Borrowers shall, within five (5) days after a
request by a Replacement Lender to the Administrative Agent, deliver to each
such requesting Replacement Lender a Term Note evidencing such Replacement
Lender’s Replacement Term Loan, as renamed pursuant to §1(c) hereof.


 


§2.                               Amendment  to  §1.1  of  the
Credit  Agreement.
Section 1.1 of the Credit Agreement is hereby amended as follows:


 


(a) The definition of “Applicable
Rate” set forth in such §1.1 is amended by deleting the table set forth
in such definition and replacing it with the table set forth below.


 


	
   

  	
   

  	
   

  	
   

  	
  Revolving Credit Loans:

  	
   

  	
  Term Loans:

  	
   

  	
   

  	
   

  
	
  Level

  	
   

  	
  Pricing

  Ratio

  	
   

  	
  Applicable

  Rate for

  Base Rate

  Loans

  	
   

  	
  Applicable

  Rate for

  Eurodollar

  Rate Loans

  	
   

  	
  Applicable

  Rate for

  Base Rate

  Loans

  	
   

  	
  Applicable

  Rate for

  Eurodollar

  Rate Loans

  	
   

  	
  Commitment Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less than 2.75:1.0

  	
   

  	
  Base Rate plus 0.25% per annum

  	
   

  	
  Eurodollar Rate plus 2.25% per annum

  	
   

  	
  Base Rate plus 0.75% per annum

  	
   

  	
  Eurodollar Rate plus 2.75% per annum

  	
   

  	
  0.375

  	
  %

  



 

















 


	
  II

  	
   

  	
  Greater than or equal to 2.75:1.0 and less
  than 3.25:1.0

  	
   

  	
  Base Rate plus 0.50% per annum

  	
   

  	
  Eurodollar Rate plus 2.50% per annum

  	
   

  	
  Base Rate plus 0.75% per annum

  	
   

  	
  Eurodollar Rate plus 2.75% per annum

  	
   

  	
  0.500

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Greater than or equal to 3.25:1.0 and less
  than 3.75:1.0

  	
   

  	
  Base Rate plus 0.75% per annum

  	
   

  	
  Eurodollar Rate plus 2.75% per annum

  	
   

  	
  Base Rate plus 0.75% per annum

  	
   

  	
  Eurodollar Rate plus 2.75% per annum

  	
   

  	
  0.500

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Greater than or equal to 3.75:1.0 and less
  than 4.25:1.0

  	
   

  	
  Base Rate plus 1.00% per annum

  	
   

  	
  Eurodollar Rate plus 3.00% per annum

  	
   

  	
  Base Rate plus 1.00% per annum

  	
   

  	
  Eurodollar Rate plus 3.00% per annum

  	
   

  	
  0.500

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V

  	
   

  	
  Greater than or equal to 4.25:1.0

  	
   

  	
  Base Rate plus 1.25% per annum

  	
   

  	
  Eurodollar Rate plus 3.25% per annum

  	
   

  	
  Base Rate plus 1.00% per annum

  	
   

  	
  Eurodollar Rate plus 3.00% per annum

  	
   

  	
  0.500

  	
  %

  



 


 


(b)                                 The definitions of “Term Loan” and “Term Loan
Lenders” set forth in such §1.1 are deleted in their entirety and substituted
in lieu thereof are the following new definitions:


 


“Term
Loan.  (a) Prior to the Second
Amendment Effective Date, the term loan made by the Term Loan Lenders to the
Borrowers on the Effective Date in the original principal amount of
$150,000,000 pursuant to §4, and (b) as of the Second Amendment Effective Date,
the term loan made by the Term Loan Lenders (which Term Loan Lenders were
originally referred to in such Second Amendment as the Replacement Lenders) to
the Borrowers on the Second Amendment Effective Date in the original principal
amount of $150,000,000 pursuant to §1 of the Second Amendment (the proceeds of
which were used to prepay the Term Loan advanced on the Effective Date) as such
amount may be increased thereafter pursuant to the terms and conditions set
forth in §19(g) or reduced or reallocated from time to time pursuant to the
provisions hereof.”


 


“Term
Loan  Lenders.  (a) Prior
to the Second Amendment Effective Date, the lenders holding a portion of the
Term Loan made to the Borrowers on the Effective Date as set forth on Schedule
2 hereto together with any other Person who became an assignee of any
rights and obligations of a Term Loan Lender pursuant to §19 of the Credit
Agreement prior to such date, and (b) from and after the Second


 

















 


Amendment Effective Date, the
lenders (which Term Loan Lenders were originally referred to in such Second
Amendment as the Replacement Lenders) who hold a portion of the Term Loan made
to the Borrowers on the Second Amendment Effective Date (the proceeds of which
were used to prepay the Term Loan advanced on the Effective Date) as set forth
on Schedule  2 hereto together with any other Person who becomes
an assignee of any rights and obligations of a Term Loan Lender pursuant to §19
of the Credit Agreement.”


 


(c)                                  The following new definitions are added to such §1.1
in the appropriate alphabetical order:


 


“Second
Amendment.  That certain Second
Amendment to Second Amended and Restated Credit and Term Loan Agreement, dated
as of August    , 2003, among the Borrowers, the Administrative
Agent and the Lenders.”


 


“Second
Amendment  Effective  Date. 
The date on which each of the conditions precedent set forth in §8 of
the Second Amendment have been satisfied.”


 


§3.          Amendment
to  §4.2  of  the  Credit  Agreement.  Section 4.2
of the Credit Agreement is hereby amended by deleting the text of such §4.2 in
its entirety and substituting in lieu thereof the following text:


 


§4.2  Evidence
of Debt; Term Notes.


 


§4.2.1              Loan Accounts. 
Each Term
Loan Lender shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of the Borrowers to such Term Loan Lender
resulting from such Term Loan Lender’s Term Loan Percentage of the Term Loan of
such Term Loan Lender from time to time, including the amounts of principal and
interest payable and paid to such Term Loan Lender from time to time under this
Credit Agreement.  The Administrative
Agent shall maintain accounts in which it shall record (a) the amount of the
Term Loan made hereunder, the Type thereof and each Interest Period applicable
thereto, (b) the amount of any principal or interest due and payable or to
become due and payable from the Borrowers to each Term Loan Lender hereunder
and (c) both the amount of any sum received by the Administrative Agent
hereunder for the account of the Term Loan Lenders and each Term Loan Lender’s
share thereof (if any).  The entries
made by each Term Loan Lender in the accounts maintained pursuant to this
§4.2.1 (or any Term Note Record referred to below) shall, to the extent
permitted by applicable law, be prima  facie evidence of the
existence and amounts of the obligations of the Borrowers therein recorded; provided,
however, that the failure of any Lender to maintain any such accounts,
or any error therein, shall not in any manner affect the obligation of the
Borrowers to repay (with applicable interest) the Term Loan made in accordance
with the terms of this Credit Agreement.


 


§4.2.2.           Term Notes.   The Borrowers agree that, upon
the request of any Term Loan Lender, the amount of the Term Loan advanced or to
be advanced by such Term Loan Lender shall be evidenced by a promissory


 

















 


note of the Borrowers in
substantially the form of Exhibit  A-3 hereto (each a “Term
Note”), dated the Second Amendment Effective Date (or such other date on
which a Term Loan Lender may become a party hereto in accordance with §19 of
the Credit Agreement) and completed with appropriate insertions. The Term Note
shall be payable to the order of such Term Loan Lender in a principal amount
equal to the Term Loan made by such Term Loan Lender on the Second Amendment
Effective Date (or, in the case of Term Notes issued after the Second Amendment
Effective Date, be in a stated principal amount equal to the outstanding
principal amount of the Term Loan of such Term Loan Lender on the date of the
issuance thereof). The Borrowers irrevocably authorize each Term Loan Lender
with a Term Note to make or cause to be made a notation on such Term Loan Lender’s
Term Note Record reflecting the original principal amount of such Term Loan
Lender’s Term Loan Percentage of the Term Loan and, at or about the time of the
receipt of any payment of principal on such Lender’s Term Note, an appropriate
notation on such Term Loan Lender’s Term Note Record reflecting the receipt of
such payment.


 


§4.                               Amendment  to  §4.5  of  the
Credit  Agreement.  Section 4.5 of the Credit Agreement is
hereby amended by inserting the following sentence and table at the end of such
section:


 


If the Borrowers prepay the Term Loan in whole or in part, the
Borrowers shall pay a premium with respect to each such prepayment in an amount
determined in accordance with the percentages set forth in the following table
opposite the period during which such prepayment is made:


 


	
  Period

  	
   

  	
  Prepayment
  Premium

  
	
   

  	
   

  	
   

  
	
  Second
  Amendment Effective Date through first anniversary thereof

  	
   

  	
  1% of amount prepaid

  
	
   

  	
   

  	
   

  
	
  Day
  after first anniversary of Second Amendment Effective Date through the second
  anniversary of the Second Amendment Effective Date

  	
   

  	
  0.5% of amount prepaid

  
	
   

  	
   

  	
   

  
	
  Thereafter

  	
   

  	
  -0-

  



 


 


§5.                               Amendment  to  §6.15  of  the
Credit  Agreement.  Section 6.15 of the Credit Agreement is
hereby amended by deleting the text of such §6.15 in its entirety and
substituting in lieu thereof the following table:


 


6.15. 
Use  of  Proceeds. The proceeds of the Loans shall
be used (a) to refinance the existing Indebtedness of the Borrowers under the
Existing Credit Agreement, (b) to fund Permitted Acquisitions, (c) for Capital
Expenditures and (d)


 

















 


for working capital
and other general corporate purposes, provided that the proceeds of the
Term Loan (advanced on the Second Amendment Effective Date) shall be used
solely to repay the existing indebtedness of the Borrowers with respect to the
Term Loan (advanced on the Effective Date). No proceeds of the Loans are to be
used, and no portion of any Letter of Credit is to be obtained, in any way that
will violate Regulations U or X of the Board of Governors of the Federal
Reserve System.  The Borrowers will
obtain Letters of Credit solely for general corporate purposes.


 


§6.                               Amendment  to  §19(a)  of  the
Credit  Agreement.  Section 19(a) of the Credit Agreement is
hereby amended by inserting, after the first two words “the Borrowers” in
clause (A) of such section, the following parenthetical: “(if requested by the assignee in the case of an
assignment of a portion of the Term Loan)”.


 


§7.                               Schedule  2.  Upon the
effectiveness of this Amendment, the Administrative Agent shall revise Schedule
2 of the Credit Agreement to reflect each Replacement Lender’s Term Loan
Percentage, dollar amount of its portion of the Term Loan and lending office as
of the date of effectiveness.


 


§8.                               Conditions  to  Effectiveness.  This
Amendment shall become effective upon the satisfaction of each of the following
conditions precedent:


 


(a)                                  the Administrative Agent shall have received a
counterpart signature page to this Amendment duly executed and delivered by
each of the Borrowers, each Replacement Lender and the Required Lenders;


 


(b)                                 the Administrative Agent shall be satisfied that the
proceeds of the Replacement Term Loan shall be immediately applied to prepay
the outstanding balance of the Original Term Loan, and the Borrowers shall pay
any breakage fees owed in connection with such prepayment to the exiting Term
Loan Lenders; and


 


(c)                                  the Administrative Agent shall have received
evidence reasonably satisfactory to the Administrative Agent that all corporate
or other action necessary for the valid execution, delivery and performance by
the Borrowers of this Amendment, the borrowing of the Replacement Term Loan and
the transactions contemplated hereby shall have been duly and effectively
taken.


 


§9.                               Representations  and  Warranties.  Each of
the Borrowers represents and warrants as follows:


 


(a)                                  The execution, delivery and performance of each of
this Amendment and the Credit Agreement, as amended as of the date hereof and
the transactions contemplated hereby and thereby are within the corporate power
and authority of such Borrower and have been or will be authorized by proper
corporate proceedings, and do not (a) require any consent or approval of the
stockholders of such Borrower, (b) contravene any provision of the charter
documents or by-laws of such Borrower or any law, rule or regulation applicable
to such Borrower, or (c) 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 the Credit Agreement as amended
as of the date hereof 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 and the Credit Agreement as amended as of the date hereof and the
transactions contemplated hereby and thereby do not require any approval or
consent of, or filing or registration with, any governmental or other agency or
authority, or any other party.


 


(d)                                 Each of the representations and warranties of the
Borrowers contained in the Credit Agreement or in any document or instrument
delivered pursuant to or in connection with the Credit Agreement shall be true
as of the date as of which they were made and are true and correct in all
material respects as of the date hereof with the same effect as if made on and
as of the date hereof (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement 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 has occurred and is continuing.


 


§10.                        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. Each
Borrower hereby affirms all of its Obligations under the Credit Agreement and
under each of the other Loan Documents to which it is a party and hereby
affirms its absolute and unconditional promise to pay to the Lenders the Loans
and all other amounts due under the Credit Agreement (as amended hereby) and
the other Loan Documents. Each Borrower hereby confirms that the Obligations
(including those in respect of the Replacement Term Loan) are and remain
secured pursuant to the Security Documents and pursuant to all other
instruments and documents executed and delivered by such Borrower as security
for the Obligations. 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.


 


§11.                        GOVERNING  LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.


 

















 


§12.                        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 which the actual signature is evident as a defense to the formation
of a contract and each party forever waives such defense.


 


§13.                        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.


 


§14.                        Miscellaneous. The captions in this Amendment are for convenience
of reference only and shall not define or limit the provisions hereof.  The Borrowers agree to pay to the
Administrative Agent, on demand by the Administrative Agent, all reasonable
out-of-pocket costs and expenses incurred or sustained by the Administrative
Agent in connection with the preparation of this Amendment, including
reasonable legal fees.


 


[Remainder
of page intentionally blank]


 

















 


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 de Faria e Maia

  	
   

  
	
   

  	
   

  	
  Name: 
  Maria de Faria e Maia

  
	
   

  	
   

  	
  Title: 
    Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., individually and as
  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathon M. Phillips

  	
   

  
	
   

  	
   

  	
  Name: 
  Jonathon M. Phillips

  
	
   

  	
   

  	
  Title: 
    V.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK NORTH N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E. Kirke Hart

  	
   

  
	
   

  	
   

  	
  Name: 
  E. Kirk Hart

  
	
   

  	
   

  	
  Title: 
    Regional Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIZENS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cindy Chen

  	
   

  
	
   

  	
   

  	
  Name: 
  Cindy Chen

  
	
   

  	
   

  	
  Title: 
    Vice president

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SIGNATURES CONTINUED ON FOLLOWING PAGE]

  



 

















 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ D. Scott Hagwell

  	
   

  
	
   

  	
   

  	
  Name:  D. Scott Hagwell

  
	
   

  	
   

  	
  Title:    Corporate
  Banking Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian D. Peterson

  	
   

  
	
   

  	
   

  	
  Name:  Brian D. 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  SENIOR DEBT
  PORTFOLIO

  
	
   

  	
  By:  Boston Management and
  Research

  as Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  EATON VANCE SENIOR
  INCOME TRUST

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  EATON VANCE
  INSTITUTION SENIOR LOAN FUND

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  OXFORD STRATEGIC
  INCOME FUND

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  EATON VANCE CDO
  III, LTD.

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  EATON VANCE CDO IV
  LTD,

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  COSTANTINUS EATON
  VANCE CDO V, LTD.

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  EATON VANCE CDO VI
  LTD,

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  GRAYSON & CO

  
	
   

  	
  BY:  BOSTON MANAGEMENT AND
  RESEARCH AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  BIG SKY SENIOR LOAN
  FUND, LTD.

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  EATON VANCE

  VT FLOATING-RATE INCOME FUND

  
	
   

  	
  BY: 
  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  EATON VANCE

  LIMITED DURATION INCOME FUND

  
	
   

  	
  BY: 
  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  TOLLI & CO.

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Payson F. Swaffield

  	
   

  
	
   

  	
   

  	
   Name:  PAYSON F. SWAFFIELD

  
	
   

  	
   

  	
   Title:    VICE PRESIDENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Carlyle High Yield Partners, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Pace

  	
   

  
	
   

  	
   

  	
   Name:  LINDA PACE

  
	
   

  	
   

  	
   Title:    PRINCIPAL

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Carlyle High Yield Partners II, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Pace

  	
   

  
	
   

  	
   

  	
   Name:  LINDA PACE

  
	
   

  	
   

  	
   Title:    PRINCIPAL

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Carlyle High Yield Partners III, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Pace

  	
   

  
	
   

  	
   

  	
   Name:  LINDA PACE

  
	
   

  	
   

  	
   Title:    PRINCIPAL

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Carlyle High Yield Partners IV, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Linda Pace

  	
   

  
	
   

  	
   

  	
   Name:  LINDA PACE

  
	
   

  	
   

  	
   Title:    PRINCIPAL

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Sankary Advisors, LLC as Collateral

  Manager for Great Point CLO 1999-1

  LTD., as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Stacy Braatz

  	
   

  
	
   

  	
   

  	
   Name:  Stacy Braatz

  
	
   

  	
   

  	
   Title:    Secretary

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Sankary Advisors, LLC as Collateral

  Manager for Great Point CLO 1999-1

  LTD., as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Stacy Braatz

  	
   

  
	
   

  	
   

  	
   Name:  Stacy Braatz

  
	
   

  	
   

  	
   Title:    Secretary

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Sankary Advisors, LLC as Collateral

  Manager for Great Point CLO 1999-1

  LTD., as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Stacy Braatz

  	
   

  
	
   

  	
   

  	
   Name:  Stacy Braatz

  
	
   

  	
   

  	
   Title:    Secretary

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Sankary Advisors, LLC as Collateral

  Manager for Great Point CLO 1999-1

  LTD., as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Stacy Braatz

  	
   

  
	
   

  	
   

  	
   Name:  Stacy Braatz

  
	
   

  	
   

  	
   Title:    Secretary

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  THE TRAVELERS INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denise T. Duffee

  	
   

  
	
   

  	
   

  	
   Name:  DENISE T. DUFFEE

  
	
   

  	
   

  	
   Title:    INVESTMENT OFFICER

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  COLISEUM FUNDING LTD.

  
	
   

  	
   

  
	
   

  	
  By  Travelers Asset Management

  International Company, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Denise T. Duffee

  	
   

  
	
   

  	
   

  	
     Name:  DENISE T. DUFFEE

  
	
   

  	
   

  	
     Title:    INVESTMENT OFFICER

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  COLUMBUS LOAN
  FUNDING 

  LTD.

  
	
   

  	
   

  
	
   

  	
  By  Travelers Asset Management

  International Company, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Denise T. Duffee

  	
   

  
	
   

  	
   

  	
     Name:  DENISE T. DUFFEE

  
	
   

  	
   

  	
     Title:    INVESTMENT OFFICER

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  CITIGROUP
  INVESTMENTS

  CORPORATE LOAN FUND INC.

  
	
   

  	
   

  
	
   

  	
  By  Travelers Asset Management

  International Company, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Denise T. Duffee

  	
   

  
	
   

  	
   

  	
     Name:  DENISE T. DUFFEE

  
	
   

  	
   

  	
     Title:    INVESTMENT OFFICER

  



 

















 


 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  CITICORP INSURANCE
  AND

  INVESTMENT TRUST

  
	
   

  	
   

  
	
   

  	
  By
  Travelers Asset Management

  International Company, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denise T. Duffee

  	
   

  
	
   

  	
   

  	
    Name:  DENISE T. DUFFEE

  
	
   

  	
   

  	
    Title:    INVESTMENT OFFICER

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Hanover Square CLO
  Ltd.

  
	
   

  	
   

  
	
   

  	
  By: Blackstone Debt
  Advisors L.P. As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean Criares

  	
   

  
	
   

  	
   

  	
    Name:  Dean Criares

  
	
   

  	
   

  	
    Title:  Managing Director

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  Fidelity Advisor
  Series II: Fidelity Advisor

  Floating Rate High Income Fund (161)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank X. Knox

  	
   

  
	
   

  	
   

  	
    Name:  Frank X. Knox

  
	
   

  	
   

  	
    Title:  Assistant Treasurer

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  BANK ONE, NA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Clifton Chang

  	
   

  
	
   

  	
   

  	
    Name:  Clifton Chang

  
	
   

  	
   

  	
    Title:  Managing Director

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  EMERALD ORCHARD
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stacey Malek

  	
   

  
	
   

  	
   

  	
    Name:  STACEY MALEK

  
	
   

  	
   

  	
    Title:  ATTORNEY IN FACT 

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  ELT LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann E. Morris

  	
   

  
	
   

  	
   

  	
    Name:  ANN E. MORRIS

  
	
   

  	
   

  	
    Title:  AUTHORIZED AGENT

  



 

















 


IN WITNESS
WHEREOF, each of the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  KZH HIGHLAND-2 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
   

  	
    Name:  HI HUA

  
	
   

  	
   

  	
    Title:  AUTHORIZED AGENT

  



 

















 


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
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]


 

















 


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]


 

















 


	
  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]

  



 

















 


	
  MAINE ENERGY RECOVERY COMPANY, LIMITED
  PARTNERSHIP

  
	
   

  
	
  By: KTI Environmental Group, Inc., general
  partner

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard A. Norris

  	
   

  
	
  Name: 
  Richard A. Norris

  
	
  Title: 
  Vice President and Treasurer

  
	
   

  
	
   

  
	
  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