EXHIBIT 10.54
                                                                   -------------

                    FIFTH AMENDMENT TO AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT
                                  AND CONSENT

     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN
AGREEMENT AND CONSENT (this "Fifth Amendment") is made and entered into as of
the 22nd day of February, 2001, 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"), FLEET NATIONAL BANK
(f/k/a BankBoston, N.A., "Fleet") and such banks or other financial institutions
which may become a party thereto (the "Banks"), Fleet as Administrative Agent
for the Banks (the "Administrative Agent"), KEYBANK NATIONAL ASSOCIATION as
Documentation Agent, BANK OF AMERICA, N.A. as Syndication Agent and CANADIAN
IMPERIAL BANK OF COMMERCE as the Canadian Agent (the "Canadian Agent", and
together with the Administrative Agent, the "Bank Agents").

     WHEREAS, the Borrowers, the Banks and the Bank Agents are parties to an
Amended and Restated Revolving Credit and Term Loan Agreement dated as of
December 14, 1999, (as amended by a First Amendment to Revolving Credit and Term
Loan Agreement dated as of February 2, 2000, a Second Amendment to Revolving
Credit and Term Loan Agreement dated as of February 14, 2000, a Third Amendment
to Revolving Credit and Term Loan Agreement dated as of April 14, 2000, a Fourth
Amendment to Revolving Credit and Term Loan Agreement dated as of August 4,
2000, and as the same may be further amended and in effect from time to time,
the "Credit Agreement"), pursuant to which the Banks have extended credit to the
Borrowers on the terms set forth therein;

     WHEREAS, the Parent has informed the Banks that it plans to exchange its
stock in The AFA Group, Inc. and Advanced Enterprises Recycling Inc. for the
assets of Waste Disposal Services LLC plus a cash payment of approximately
$1,500,000 (such stock acquisition and disposition being hereinafter referred to
as the "AFA Swap");

     WHEREAS, the Parent has informed the Banks that it plans to convert a
$16,300,000 note receivable, plus accrued interest, from Oakhurst into equity in
New Heights Recovery LLC, an Illinois limited liability corporation (such
transaction being hereinafter referred to as the "New Heights Equity
Investment");

     WHEREAS, the ING L/C will be replaced by a Letter of Credit under this
Credit Agreement (the "MERC L/C");

     WHEREAS, the Borrowers have informed the Banks that they intend to sell the
Resource Technology Group for approximately $24,000,000 and use the Net Cash
Proceeds thereof to pay down the Term Loan;

     WHEREAS, the Borrowers have requested that the Banks and the Administrative
Agent make certain amendments to the Credit Agreement, and grant certain
consents, and the Banks and the Administrative Agent are willing to amend the
Credit Agreement and grant such certain consents on the terms set forth herein;
<PAGE>

                                       -2-

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

     1. Definitions. Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Credit Agreement.

     2. Amendments to Section 1.1 of the Credit Agreement. Section 1.1 of the
Credit Agreement is hereby amended by:

          (a) deleting the definitions of "Adjusted Margin", "Adjustment
     Period", "Consolidated Earnings Before Interest Taxes Depreciation and
     Amortization or EBITDA", "Excluded Subsidiaries" and "Security Documents"
     and respectively replacing such definitions in their entirety with the
     following new definitions:

                    "Adjusted Margin. A margin of 0.125% per annum added to the
               otherwise applicable rate during the Adjustment Period.

                    Adjustment Period. The period from February 22, 2001 through
               August 22, 2001, provided that no Event of Default has occurred
               and is continuing. If an Event of Default has occurred and is
               continuing, the Adjustment Period shall continue until such Event
               of Default has been cured to the satisfaction of the Required
               Banks.


                    Consolidated Earnings Before Interest Taxes Depreciation and
               Amortization or EBITDA. For any period, the Consolidated Net
               Income (or Deficit) of the Borrowers determined in accordance
               with GAAP, plus; to the extent that such charge was deducted in
               determining Consolidated Net Income (or Deficit) in the relevant
               period, (a) interest expense, (b) income taxes, (c) amortization
               expense, and (d) depreciation expense for such period, (e) EBITDA
               of the businesses acquired by any Borrower (through asset
               purchases or otherwise) (each an "Acquired Business"), or with
               respect to Subsidiaries (other than Excluded Subsidiaries)
               acquired or formed during the period reported in the most recent
               financial statements delivered to the Banks pursuant to ss.7.4
               (each a "New Subsidiary") shall be included in the calculation of
               EBITDA if (i) the Acquired Businesses or New Subsidiaries had
               annual revenue of at least $5,000,000 for the most recent fiscal
               year ended, (ii) the Administrative Agent receives a letter in
               form and substance satisfactory to the Administrative Agent from
               the Borrowers' Accountants as to adjustments for non-recurring
               expenses, and (iii) (A) the financial statements of such Acquired
               Businesses or New Subsidiaries have been audited for the most
               recent fiscal year ended of such Acquired Businesses or New
               Subsidiaries, a portion of which fiscal year is sought to be
               included in the calculation of EBITDA, or (B) the Administrative
               Agent consents to such inclusion after being furnished with other
               acceptable financial statements, and, in each case, a Compliance
               Certificate and other reasonably appropriate documentation, in
               form and substance reasonably satisfactory to the Administrative
               Agent, with respect to the historical operating results and
               balance sheet of such Acquired Businesses or New Subsidiaries
               (which information to the knowledge of the CFO is correct in all
               material
<PAGE>

                                       -3-

               respects) are provided to the Administrative Agent, (f) the
               non-cash non-recurring charges related to Oakhurst operations in
               the amount of $1,680,000 to be taken through the fiscal quarter
               ending January 31, 2001, and (g) solely for the purposes of
               determining compliance with ss.9.3 hereof, pro-forma credit
               related to the purchase of certain assets in July 2000, such
               charges not to exceed $959,000 for the fiscal quarter ending
               January 31, 2001, and $384,000 for the fiscal quarter ending
               April 30, 2001.

                    Consolidated Net Income (or Deficit). The consolidated net
               income (or deficit) of the Borrowers after deduction of all
               expenses, taxes, and other proper charges determined in
               accordance with GAAP, plus, without duplication, (a) non-cash
               non-recurring charges related to restructuring charges or asset
               impairment charges with respect to the Cellulose Joint Venture
               not exceeding $7,750,000, and (b) if the Resource Technology
               Group is sold by October 31, 2001, non-cash non-recurring charges
               related to losses from asset impairment charges or such sale not
               exceeding $13,000,000, less, to the extent included therein, (x)
               any extraordinary gains, (y) any income from non-continuing
               operations, and (z) income attributable to any minority equity or
               other Investment in any non-Borrower except to the extent of
               actual cash received with respect to the Cellulose Joint Venture
               or the New Heights Equity Investment paid to the Borrowers in the
               form of cash dividends or cash partnership distributions during
               the applicable period.

                    Excluded Subsidiaries. The Insurance Subsidiary and the De
               Minimis Subsidiaries and MERC until the Assignment Effective
               Date.

                    Security Documents. The Domestic Security and Pledge
               Agreement, the Canadian Pledge Agreement, the Canadian Security
               Agreements, and, as of the Effective Assignment Date, the ING
               Documents set forth on Schedule 4 hereto, each as amended and in
               effect from time to time, and any additional documents evidencing
               or perfecting the Administrative Agent's lien on the assets of
               the applicable Borrowers for the benefit of the applicable Banks
               (including Uniform Commercial Code financing statements and the
               Canadian equivalent thereof)."

               and (b) deleting the last paragraph of the definition of
          "Applicable Rate" therein and restating it as follows:

                    "Each Applicable Rate shall become effective on the first
               day after receipt by the Banks of financial statements delivered
               pursuant to ss.7.4(a) or (b) hereof which indicate a change in
               the Pricing Ratio and in the Applicable Rate in accordance with
               the above table, provided that for the period from the Fifth
               Amendment Effective Date through six (6) months after the Fifth
               Amendment Effective Date, the Applicable Rate shall be Level IV,
               provided further that during the Adjustment Period, the Adjusted
               Margin shall be added to the Applicable Rate for Level IV in the
               above table and to the Acceptance Fee for Bankers' Acceptances.
               If at any time the financial statements required to be delivered
               pursuant to ss.7.4(a) or (b) hereof are not delivered within
               10 days after the time
<PAGE>

                                       -4-

               periods specified in such subsections, the Applicable Rate shall
               be the rate set forth for Level IV plus the Adjusted Margin, if
               applicable, subject to adjustment upon actual receipt of such
               financial statements."

               and (c) by inserting the following new definitions in proper
          alphabetical order:

                    "Assignment Effective Date. The date on which the ING
               Documents assigned to the Administrative Agent for the benefit of
               the Banks.

                    ING Agreement. Pursuant to a certain Credit Agreement dated
               as of April 30, 1996 (the "ING Agreement"), among MERC, the banks
               named therein (such banks collectively referred to as the "ING
               Lenders"), and ING (U.S.) Capital LLC, as the agent thereof (the
               "ING Agent"), the ING Lenders made certain credit extensions to
               MERC (including the ING L/C).

                    ING Documents. The Documents listed and identified as such
               on Schedule 4 attached hereto.

                    MERC Transaction. The purchase of the remaining 16.25% of
               the partnership interests of MERC by KTI Environmental Group,
               Inc., for a purchase price of approximately $7.9 million
               (including assumed debt to be entered into simultaneously with
               the sale of KTI's interest in PERC)."

     3. Amendments To Section 2.1(a) of the Credit Agreement. Section 2.1(a) of
the Credit Agreement is hereby amended by inserting, immediately before the
period (".") at the end of the first sentence thereof, the following text:

     "provided further that until the ratio of Consolidated Funded Indebtedness
     to EBITDA as at the end of any fiscal quarter is less than 3.50:1.00, the
     outstanding amount of Domestic Revolving Credit Loans (including the Swing
     Line Loans) and the Maximum Drawing Amount of the Domestic Letters of
     Credit shall not exceed a maximum aggregate amount outstanding equal to
     $280,000,000, however the Commitment Fee shall be payable on the full
     amount of the Total Commitment during such period."

     4. Amendments to Section 4A.4.1 of the Credit Agreement. Section 4A.4.1 of
the Credit Agreement is hereby amended by adding the following new subsection
(f) in proper alphabetical order therein:


          "(f) The Domestic Borrowers shall use $10,000,000 of the Net Cash
     Proceeds received from the sale of the Bangor Warrants permitted under
     ss.8.4.2(c) and $23,000,000 of the Net Cash Proceeds received from the sale
     of PERC and Timber permitted under ss.8.4.2(a) to pay down (i) outstanding
     Domestic Revolving Credit Loans by $22,000,000, and (ii) the Term Loan by
     $11,000,000."

     5. Amendments to Section 4A.6.1 of the Credit Agreement. Section 4A.6.1 of
the Credit Agreement is hereby amended by deleting the subsections (a) and (b)
in their entirety and restating them as follows:
<PAGE>
                                       -5-

          "(a) To the extent that all or any portion of the Term Loan bears
     interest during such Interest Period at the Base Rate, the Term Loan or
     such portion thereof shall bear interest during such Interest Period at
     the rate of 2.000% per annum plus the Adjusted Margin during the Adjustment
     Period (the "Term Loan Base Rate Margin") above the Base Rate.

          (b) At the option of the Domestic Borrowers, and upon notice give to
     the Administrative Agent pursuant to ss.4A.6.2, so long as no Default or
     Event of Default has occurred or is continuing, to the extent that all or
     any portion of the Term Loan bears interest during such Interest Period at
     the Eurodollar Rate, the Term Loan or such portion shall bear interest
     during such Interest Period at the rate of 3.500% per annum plus the
     Adjusted Margin during the Adjustment Period (the "Term Loan Eurodollar
     Margin") above the Eurodollar Rate.

     6. Amendments to Section 7.4 of the Credit Agreement. Section 7.4 of the
Credit Agreement is hereby amended by (a) deleting the word "and" at the end of
subsection (f) thereof, and (b) deleting subsection (g) thereof in its entirety
and replacing it with the following:

          "(g) consolidated and consolidating balance sheets and statements of
     operations, including, the divisional profit and loss results, on a monthly
     basis until such time as the ratio of (i) Total Consolidated Funded
     Indebtedness to (ii) EBITDA under ss.9.5 hereof is less than 3.50:1.00, and
     thereafter on a quarterly basis; and

          (h) from time to time such other financial data and other information
     (including accountants' management letters) as the Banks may reasonably
     request;"

     7. Amendments to Section 7 of the Credit Agreement. Section 7 of the Credit
Agreement is hereby amended by adding the following new ss.7.19:


          "ss.7.19. Quarterly Conference Calls. For the fiscal year 2002, the
     Borrowers will arrange and participate in conference calls with the Banks
     within 30 days following the close of each fiscal quarter."


     8. Amendments to Section 8.4.1(j) of the Credit Agreement. Section 8.4.1(j)
of the Credit Agreement is hereby amended by deleting subsection (j) thereof in
its entirety and replacing it with the following:


          "(j) (i) in the event that the ratio of (A) Total Consolidated Funded
     Indebtedness to (B) EBITDA under ss.9.5 hereof is greater than or equal to
     3.50:1.00, cash consideration to be paid by such Borrower in connection
     with any such acquisition or series of related acquisitions (including cash
     deferred payments, contingent or otherwise, and the aggregate amount of all
     liabilities assumed), shall not exceed $1,000,000 without the consent of
     the Administrative Agent and the Required Banks and (ii) in the event that
     the ratio of (A) Total Consolidated Funded Indebtedness to (B) EBITDA under
     ss.9.5 hereof is less than 3.50:1.00, cash consideration to be paid by such
     Borrower in connection with any
<PAGE>

                                       -6-

     such acquisition or series of related acquisitions (including cash deferred
     payments, contingent or otherwise, and the aggregate amount of all,
     liabilities assumed), shall not exceed $15,000,000 without the consent of
     the Administrative Agent and the Required Banks; provided, further, in each
     case, that, taking into account such acquisition and any borrowing made in
     connection therewith, there shall remain at least $20,000,000 of
     availability under the Total Commitment."

     9. Amendment to Section 8.4.2 of the Credit Agreement is amended by adding
the following sentence immediately prior to the third sentence thereof which
begins "Notwithstanding the foregoing......":" the Borrowers shall be permitted
to sell the Resource Technology Group, provided that gross cash proceeds of
approximately $24,000,000 shall be received and shall be used to pay down the
Term Loan."


     10. Amendments to Section 8.6 of the Credit Agreement. Section 8.6 of the
Credit Agreement is hereby amended by deleting ss.8.6 in its entirety and
replacing it with the following new ss.8.6:

          "ss.8.6. Restricted Distributions and Redemptions.

     None of the Borrowers will declare or pay any cash Distributions; provided
     that any Subsidiary may declare or pay cash Distributions to the Parent. In
     addition, the Borrowers shall not redeem, convert, retire or otherwise
     acquire shares of any class of capital stock of the Borrowers or Excluded
     Subsidiaries without the written consent of the Administrative Agent and
     the Required Banks. So long as no Default or Event of Default has occurred
     and is continuing, or would occur after giving effect thereto, at any time
     after August 9, 2003, the Parent may make quarterly cash Distributions on
     its Series A Preferred Stock in an amount up to five percent (5%) of the
     face value of the Series A Preferred Stock per year, but in no event to
     exceed $3,226,879 in any fiscal year."

     11. Amendments to Section 8.8 of the Credit Agreement. Section 8.8 of the
Credit Agreement is hereby amended by deleting ss.8.8 in its entirety and
substituting in place thereof the following new ss.8.8:

          "ss.8.8. Capital Expenditures. Commencing with the fiscal quarter
     ending April 30, 2001, as at the end of any fiscal quarter, the Borrowers
     will not permit the amount of Capital Expenditures (excluding any
     acquisitions permitted by ss.8.4 hereof) made by the Borrowers in the
     period of four (4) consecutive fiscal quarters then ended to exceed (a)
     through January 31, 2002, an amount equal to 2.0 times the sum of
     depreciation and landfill amortization expense for such period (calculated
     in accordance with GAAP), and (b) thereafter, the lesser of an amount equal
     to (i) 0.5 times EBITDA for such period, and (ii) the sum of depreciation
     and landfill amortization expense for such period (calculated in accordance
     with GAAP)."

     12. Amendments to Section 9.1 of the Credit Agreement. Section 9.1 of the
Credit Agreement is hereby amended by deleting ss.9.1 in its entirety and
substituting in place thereof the following new ss.9.1:
<PAGE>

                                       -7-

          "ss.9.1. Interest Coverage Ratios. As of the end of any fiscal
     quarter, the ratio of EBITDA to Consolidated Total Interest Expense shall
     not be less than the stated ratio for the respective periods set forth
     below:

     Period                                                   Ratio
     ------                                                   -----
     Effective Date through 10/30/01                          2.50:1
     10/31/01 through 1/30/02                                 2.75:1
     1/31/02 through 4/29/02                                  3.00:1
     Thereafter                                               3.50:1

     provided, that any adjustments made pursuant to clause (e) of the
     definition of EBITDA shall not be included in the calculation of this
     ss.9.1 and EBITDA shall be calculated for the period of four (4) fiscal
     quarters ending on the date of calculation."

     13. Amendments to Section 9.3 of the Credit Agreement. Section 9.3 of the
Credit Agreement is hereby amended by deleting ss.9.3 in its entirety and
substituting in place thereof the following new ss.9.3:

          "ss.9.3. Borrowers' Funded Debt to EBITDA Ratio. The Borrowers will
     not permit the ratio of (a) Consolidated Funded Indebtedness to (b) EBITDA
     as at the end of any fiscal quarter to exceed the stated ratio for the
     respective periods set forth below:

     Period                                                   Ratio
     ------                                                   -----
     Effective Date through 6/30/00                           4.00:1
     7/31/00 through 7/31/01                                  3.75:1
     Thereafter                                               3.50:1

     provided that, in the event that the Resource Technology Group are sold
     prior to October 31, 2001 for Net Cash Proceeds of at least $24,000,000,
     the maximum permitted ratio as at the end of the fiscal quarter when such
     sale occurred and thereafter shall be 3.50:1. For the purposes of this
     ss.9.3, EBITDA shall be calculated for the period of four (4) consecutive
     fiscal quarters ending on the date of calculation."

     14. Amendments to Schedules and Exhibits of the Credit Agreement. The
Schedules to the Credit Agreement are hereby amended by (a) deleting the current
Schedule 1 attached thereto and replacing it with the new Schedule 1 attached
hereto; and (b) adding in proper numerical order the new Schedule 4 attached
hereto. The Borrowers hereby represent and warrant that such new Schedules are
complete and accurate. Concurrently herewith, the Borrowers have delivered new
Perfection Certificates for all new Subsidiaries. Exhibit D is hereby amended by
deleting the current Exhibit D attached to the Credit Agreement and replacing it
with the new Exhibit D attached hereto.

     15. Deletion of Sections from the Credit Agreement. As of the Fifth
Amendment Effective Date or if later, as of the Assignment Effective Date, the
text of following sections shall be deleted in their entirety from the Credit
Agreement, and the words "Intentionally Deleted" shall be inserted in their
place:
<PAGE>

                                       -8-

     ss.8.1(f)(i) and (j)
     ss.8.d(h)(i)
     ss.8.3(i)
     ss.9.5.

     16. Consent to AFA Asset Swap. Each of the Banks hereby consents to the AFA
Swap, provided that (a) the cash consideration received by the Borrowers in
connection with the AFA Swap shall not be less than $1,500,000 and such
consideration shall be used to pay down the Term Loan, and (b) the Borrowers
shall comply with the terms of Section 8.4.1 with respect to the acquisition of
the Waste Disposal Services LLC assets.

     17. Consent to New Heights Equity Investment. Each of the Banks hereby
consents to the New Heights Equity Investment, provided that the stock of New
Heights owned by KTI Inc. shall be pledged to the Administrative Agent for the
benefit of the Banks.

     18. The MERC Transaction. In connection with the issuance of the MERC L/C
and the payment of all outstanding amounts under the ING Agreement, the ING
Lenders will assign all of their rights, interests and obligations under the ING
Documents to the Administrative Agent for the benefit of the Banks pursuant to
the Assignment and Acceptance dated the Assignment Effective Date between the
ING Lenders, ING and the Administrative Agent (on behalf of itself and the
Banks). As of the Assignment Effective Date, the ING Agreement shall be subsumed
under this Credit Agreement and shall be amended and restated and replaced in
its entirety by the terms of this Credit Agreement, and the ING Documents shall
be "Security Documents" under this Credit Agreement, and MERC will no longer be
an Excluded Subsidiary and will become a Borrower hereunder, and will execute
and deliver a Joinder and Affirmation to the Credit Agreement, allonges to the
Notes, and deliver such other documents as requested by the Administrative
Agent. Any cash held by ING shall be applied to pay down the outstanding
Domestic Revolving Credit Loans.

     If the MERC Transaction and the Assignment Effective Date occurs after the
Fifth Amendment Date, the Banks hereby consent to the MERC Transaction, on the
terms set forth in this ss.18, notwithstanding the restrictions in ss.8.4(j), as
amended hereby.

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

          (a) The execution, delivery and performance of each of this Fifth
     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.
<PAGE>
                                       -9-

          (b) This Fifth 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 Fifth 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) The representations and warranties contained in ss.6 of the Credit
     Agreement are true and correct in all material respects as of the date
     hereof as though made on and as of the date hereof.

          (e) After giving effect to this Fifth Amendment, no Default or Event
     of Default under the Credit Agreement has occurred and is continuing.

     20. 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 Fifth 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 Fifth Amendment.

     21. GOVERNING LAW. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     22. DELIVERY BY FACSIMILE. This Amendment, to the extent signed and
delivered by means of a facsimile machine, 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 or to any such agreement
or instrument, each other party hereto or thereto shall re-execute original
forms thereof and deliver them to all other parties. No party hereto or to any
such agreement-or instrument shall raise the use of a facsimile machine 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 as a
defense to the formation of a contract and each party forever waives such
defense.

     23. Counterparts. This Fifth 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.
<PAGE>

                                      -10-

     23. Effectiveness. This Fifth Amendment shall become effective (the "Fifth
Amendment Effective Date") upon the receipt by the Agent of:

          (a) a counterpart of this Fifth Amendment, executed by the Required
     Banks and the Borrowers;

          (b) an amendment fee in an aggregate amount equal to 20.0 basis points
     on the Commitment or outstanding principal portion of the Term Loan, as
     applicable, of each Bank which consents to this Fifth Amendment on or prior
     to 5:00 p.m. (Boston time) on February 20, 2001;

          (c) with respect to those provisions relating to new Borrowers
     including MERC, upon the signing and delivery a Joinder and Affirmation
     Agreement to the Administrative Agent, allonges to the Notes, and all
     documentation reasonably requested by the Administrative Agent in
     connection therewith; and

          (d) payment of all fees and expenses of the Administrative Agent's
     legal counsel in the connection with the preparation of this Fifth
     Amendment and ancillary documentation and filings.
<PAGE>

                                      -12-

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


                                        FLEET NATIONAL BANK
                                        (f/k/a BankBoston N.A.)
                                        individually and as Administrative Agent

                                        By: /s/ Timothy M. Laurion
                                           ---------------------------------
                                        Name:  Timothy M. Laurion
                                        Title:  Managing Director



                                        KEYBANK NATIONAL ASSOCIATION,
                                        individually and as Documentation Agent

                                        By: /s/ Daniel W. Lally
                                            ---------------------------------
                                        Name:  Daniel W. Lally
                                        Title:  Assistant Vice President



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

                                        By: /s/ Steven R. Arentsen
                                            ---------------------------------
                                        Name:  Steven R. Arentsen
                                        Title:  Senior Vice President



                                        COMERICABANK

                                        By: /s/ Joe Ursay
                                            ---------------------------------
                                        Name:  Joe Ursay
                                        Title:  Officer


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>

                                        ELT LTD.

                                        By: /s/ Kelly C. Walker
                                        Name: Kelly C. Walker
                                        Title: Authorized Agent


                                        STRATEGIC MANAGED LOAN PORTFOLIO

                                        By: /s/ M. G. Regan
                                        Name: Mike Regan
                                        Title: Alternative Investment Strategies


                                        KZH SHOSHONE LLC

                                        By: /s/ Susan Lee
                                        Name: Susan Lee
                                        Title: Authorized Agent



                                        PILGRIM AMERICA HIGH INCOME
                                        INVESTMENTS, LTD.


                                        By: /s/ Charles E. LeMieux
                                        Name: Charles E. LeMieux, CFA
                                        Title:  Vice President


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>

                                        PILGRIM CLO 1999-1 LTD.
                                        By:  Pilgrim Investments, Inc., as its
                                             investment manager

                                        By: /s/ Charles E. LeMieux, CFA
                                        Name:  Charles E. LeMieux, CFA
                                        Title:  Vice President


                                        BANKERS TRUST COMPANY

                                        By:
                                        Name:
                                        Title:


                                        ARCHIMEDES FUNDING III, LTD.
                                        By: ING Capital Advisors LLC,
                                            as Collateral Manager

                                        By:
                                        Name:
                                        Title:


                                        CYPRESSTREE INVESTMENT PARTNERS II, LTD.

                                        By:
                                        Name:
                                        Title:



                                        KZH-ING-1 LLC

                                        By: /s/ Susan Lee
                                        Name: Susan Lee
                                        Title:  Authorized Agent



                                        KZH-ING-2 LLC

                                        By: /s/ Susan Lee
                                        Name: Susan Lee
                                        Title:  Authorized Agent



                                        KZH-ING-3 LLC

                                        By: /s/ Susan Lee
                                        Name: Susan Lee
                                        Title:  Authorized Agent


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>
                                        NORTH AMERICAN SENIOR
                                        FLOATING RATE FUND

                                        By:
                                        Name:
                                        Title:


                                        KEMPER FLOATING RATE FUND

                                        By:  /s/ Kelly Babson
                                        Name:  Kelly Babson
                                        Title:  Managing Director


                                        CARLYLE HIGH YIELD PARTNERS II, LTD.

                                        By: /s/ Linda M. Pace
                                        Name:  Linda M. Pace
                                        Title: Vice President


                                        CYPRESSTREE INVESTMENT
                                        PARTNERS I, L TD

                                        By:
                                        Name:
                                        Title:



                                        OPPENHEIMER SENIOR FLOATING
                                        RATE FUND

                                        By: /s/ David Foxhoven
                                        Name: David Foxhoven
                                        Title: A.V.P.



                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>

                                        Sankaty Advisors, Inc. as Collateral
                                        Manager for Great Point CLO 1999-LTD.,
                                        as Term Lender

                                        By: /s/ Diane J. Exter
                                        Name: Diane J. Exter
                                        Title: Managing Director, Portfolio
                                        Manager



                                        SANKATY HIGH YIELD PARTNERS II, L.P.

                                        By:  /s/ Diane J. Exter
                                        Name: Diane J. Exter
                                        Title: Managing Director, Portfolio
                                        Manager
<PAGE>

                                        LASALLE BANK NATIONAL
                                        ASSOCIATION


                                        By:  /s/  Paul M. Casey
                                        Name:  Paul M. Casey
                                        Title: Vice President


                                        CREDIT LYONNAIS NEW YORK BRANCH

                                        By: /s/ Rod Hurst
                                        Name: Rod Hurst
                                        Title: Vice President


                                        FIRST VERMONT BANK AND TRUST
                                        COMPANY

                                        By:
                                        Name:
                                        Title:


                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, individually and as
                                        Canadian Agent

                                        By: /s/ M. Beth Miller
                                        Name:  M. Beth Miller
                                        Title: Authorized Signatory



                                        SANKATY HIGH YIELD PARTNERS II, L.P.

                                        By:
                                        Name:
                                        Title:



                                        GREAT POINT CLO 1999-1 LTD.

                                        By:
                                        Name:
                                        Title:


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>
                                        FIRST ALLAMERICA FINANCIAL LIFE
                                        INSURANCE CO.

                                        By:
                                        Name:
                                        Title:


                                        AVALON CAPITAL LTD.
                                        By:  INVESCO Senior Secured Management,
                                        Inc., as Portfolio Advisor

                                        By: /s/ Joseph Rotondo
                                        Name: Joseph Rotondo
                                        Title: Authorized Signatory


                                        AVALON CAPITAL LTD. 2
                                        By: INVESCO Senior Secured Management,
                                        Inc., as Portfolio Advisor

                                        By: /s/ Joseph Rotondo
                                        Name: Joseph Rotondo
                                        Title: Authorized Signatory


                                        OLYMPIC FUNDING TRUST, SERIES 1999-1

                                        By: /s/ Kelly C. Walker
                                        Name: Kelly C. Walker
                                        Title:  Authorized Agent


                                        KZH CYPRESSTREE 1 LLC

                                        By: /s/  Susan Lee
                                        Name: Susan Lee
                                        Title:  Authorized Agent


                                        NORSE CBO, LTD.

                                        By:  /s/ Timothy S. Peterson
                                        Name: Timothy S. Peterson
                                        Title: Authorized Signatory
<PAGE>

                                        HARBOURVIEW CDO II, LIMITED


                                        By:  /s/ Lisa Chaffee
                                        Name:  Lisa Chaffee
                                        Title: MANAGER


                                        INDOSUEZ CAPITAL FUNDING llA, LIMITED
                                        By: Indosuez Capital Luxembourg, as
                                        Collateral Manager

                                        By: /s/  Melissa Marano
                                        Name: Melissa Marano
                                        Title: Vice President


                                        MAGNETITE ASSET INVESTORS, LLC

                                        By: ILLEGIBLE
                                        Name:
                                        Title: Director


                                        ARES LEVERAGED INVESTMENT FUND II, L.P.

                                        By:
                                        Name:
                                        Title:


                                        ARES III CLO LTD.
                                        By: ARES CLO Management LLC

                                        By:
                                        Name:
                                        Title:



                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>

                                        COLUMBUS LOAN FUNDING LTD.
                                        By:  Travelers Asset Management
                                        International Company LLC

                                        By: /s/ Denise T. Duffee
                                        Name: Denise T. Duffee
                                        Title: Investment Officer


                                        MUIRFIELD TRADING LLC

                                        By: /s/ Kelly C. Walker
                                        Name: Kelly C. Walker
                                        Title:  Vice President


                                        STANFIELD/RMF TRANSATLANTIC CDO, LTD.

                                        By:
                                        Name:
                                        Title:


                                        VAN KAMPEN CLO I, LIMITED

                                        By: /s/ Douglas L. Winchell
                                        Name: Douglas L. Winchell
                                        Title: Vice President


                                        VAN KAMPEN CLO II, LIMITED

                                        By: /s/ Douglas L. Winchell
                                        Name: Douglas L. Winchell
                                        Title: Vice President


                                        BLACK ROCK

                                        By: ILLEGIBLE
                                        Name:
                                        Title: Director


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>

                                        SEQUILS-ING I (HBDGM), LTD.
                                        By: ING Capital Advisors LLC,
                                        as Collateral Manager and Authorized
                                        Signatory

                                        By:
                                        Name:
                                        Title:


                                        THE TRAVELERS INSURANCE COMPANY

                                        By:  /s/ Denise T. Duffee
                                        Name:  Denise T. Duffee
                                        Title:  Investment Officer


                                        TRAVELERS CORPORATE LOAN FUND INC.
                                        By: Travelers Asset Management
                                        International Company LLC

                                        By:  /s/ Denise T. Duffee
                                        Name:  Denise T. Duffee
                                        Title:  Investment Officer


                                        VAN KAMPEN PRIME RATE INCOME TRUST

                                        By: /s/ Douglas L. Winchell
                                        Name: Douglas L. Winchell
                                        Title: Vice President



                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>

                                        NORTH AMERICAN SENIOR FLOATING
                                        RATE FUND

                                        By: CypressTree Investment Management
                                        Company, Inc. as Portfolio Manager

                                        By:  /s/ Jeffrey W. Heuer
                                            ---------------------------------
                                        Name:  Jeffrey W. Heuer
                                        Title:   Principal



                                        CYPRESSTREE INVESTMENT PARTNERS I, LTD
                                        By: CypressTree Investment Management
                                        Company, Inc. as Portfolio Manager

                                        By:  /s/ Jeffrey W. Heuer
                                            ---------------------------------
                                        Name:  Jeffrey W. Heuer
                                        Title:   Principal



                                        CYPRESSTREE INVESTMENT PARTNERS II, LTD
                                        By: CypressTree Investment Management
                                        Company, Inc. as Portfolio Manager

                                        By:  /s/ Jeffrey W. Heuer
                                            ---------------------------------
                                        Name:  Jeffrey W. Heuer
                                        Title:   Principal



                                        CYPRESSTREE INVESTMENT
                                        MANAGEMENT COMPANY, INC.
                                        As: Attorney-in-Fact and on behalf of
                                        First Allmerica Financial Life Insurance
                                        Company as Portfolio Manager

                                        By:  /s/ Jeffrey W. Heuer
                                            ---------------------------------
                                        Name:  Jeffrey W. Heuer
                                        Title:   Principal

<PAGE>


                                        CHARTER VIEW PORTFOLIO
                                        By: INVESCO Senior Secured Management,
                                        Inc.
                                        As Investment Advisor

                                        By:  /s/ Joseph Rotondo
                                            ---------------------------------
                                        Name: Joseph Rotondo
                                        Title: Authorized Signatory

<PAGE>


                                        AERIES FINANCE-ll LTD.
                                        By: INVESCO Senior Secured Management,
                                        Inc.
                                        As Sub-Managing Agent

                                        By:  /s/ Joseph Rotondo
                                            ---------------------------------
                                        Name: Joseph Rotondo
                                        Title: Authorized Signatory

<PAGE>

                                        CERES II FINANCE LTD.
                                        By: INVESCO Senior Secured Management,
                                        Inc.
                                        As Sub-Managing Agent (Financial)

                                        By:  /s/ Joseph Rotondo
                                            ---------------------------------
                                        Name: Joseph Rotondo
                                        Title: Authorized Signatory


<PAGE>

                                        FLOATING RATE PORTFOLIO
                                        By: INVESCO Senior Secured Management,
                                        Inc.
                                        As Attorney in fact

                                        By:  /s/ Joseph Rotondo
                                            ---------------------------------
                                        Name: Joseph Rotondo
                                        Title: Authorized Signatory

<PAGE>
                                        CIBC INC.
                                        By: /s/ M. Beth Miller
                                            ---------------------------------
                                        Name: M. Beth Miller
                                        Title:  AUTHORIZED SIGNATORY
<PAGE>

                                        ARCHIMEDES FUNDING III, LTD.
                                        BY: ING Capital Advisors LLC,
                                        as Collateral Manager

                                        By:  /s/ Michael J. Campbell
                                            ---------------------------------
                                        Name:  Michael J. Campbell
                                        Title: MANAGING DIRECTOR


<PAGE>


                                        SEQUILS-ING I (HBDGM), LTD.
                                        BY: ING Capital Advisors LLC,
                                        as Collateral Manager

                                        By:  /s/ Michael J. Campbell
                                            ---------------------------------
                                        Name:  Michael J. Campbell
                                        Title: MANAGING DIRECTOR

<PAGE>


                                        NEMEAN CLO, LTD.
                                        BY: ING Capital Advisors LLC,
                                        as Investment Manager

                                        By:   /s/ Michael J. Campbell
                                            ---------------------------------
                                        Name:  Michael J. Campbell
                                        Title: MANAGING DIRECTOR

<PAGE>


DOMESTIC BORROWERS
------------------


ALL CYCLE WASTE, INC.
BRISTOL WASTE MANAGEMENT, INC.
CASELLA T.I.R.E.S., INC.
CASELLA TRANSPORTATION, INC.
CASELLA WASTE MANAGEMENT, INC.
CASELLA WASTE MANAGEMENT OF N.Y., INC.
CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
CASELLA WASTE SYSTEMS, INC.
GRASSLANDS INC.
HAKES C & D DISPOSAL, INC.
HIRAM HOLLOW REGENERATION CORP.
NATURAL ENVIRONMENTAL, INC.
NEWBURY WASTE MANAGEMENT, INC.
NEW ENGLAND WASTE SERVICES, INC.
NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
NEW ENGLAND WASTE SERVICES OF N.Y., INC.
NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.
NORTHERN SANITATION, INC.
PINE TREE WASTE, INC.
RESOURCE RECOVERY OF CAPE COD, INC.
RESOURCE TRANSFER SERVICES, INC.
RESOURCE WASTE SYSTEMS, INC.
SAWYER ENVIRONMENTAL RECOVERY FACILITIES, INC.
SAWYER ENVIRONMENTAL SERVICES
SCHULTZ LANDFILL, INC.
SUNDERLAND WASTE MANAGEMENT, INC.
WASTE-STREAM INC.
WESTFIELD DISPOSAL SERVICE, INC.
WINTERS BROTHERS, INC.

By:  /s/  Jerry S. Cifor
    --------------------------------
Name:  Jerry S. Cifor
Title:  Treasurer


                      [SIGNATURES CONTINUED ON NEXT PAGE]

<PAGE>



ADVANCED ENTERPRISES RECYCLING INC.
THE AFA GROUP, INC.
AFA PALLET, INC.
AGRO PRODUCTS, INC.
ALLIED EQUIPT. & SALES CORP., INC.
AMERICAN SUPPLIES SALES GROUP, INC.
ARTIC INC.
ATLANTIC TRANSPORTATION TECHNOLOGIES INC.
DATA DESTRUCTION SERVICES, INC.
FAIRFIELD COUNTY RECYCLING, INC.
FCR CAMDEN, INC.
FCR FLORIDA, INC.
FCR GEORGIA, INC.
FCR GREENSBORO, INC.
FCR GREENVILLE, INC.
FCR MORRIS, INC.
FCR PLASTICS, INC.
FCR REDEMPTION, INC.
FCR TENNESSEE, INC.
FCR VIRGINIA, INC.
FCR, INC.
KTI BIO FUELS, INC.
KTI ENERGY OF MARTINSVILLE, INC.
KTI ENERGY OF VIRGINIA, INC.
KTI ENVIRONMENTAL GROUP, INC.
KTI NEW JERSEY FIBERS, INC.
KTI OPERATIONS, INC.
KTI RECYCLING OF ILLINOIS, INC.
KTI RECYCLING OF NEW ENGLAND, INC.
KTI RECYCLING OF NEW JERSEY, INC.
KTI RECYCLING, INC.
KTI SPECIALTY WASTE SERVICES, INC.
KTI TRANSPORTATION SERVICES, INC.
KTI, INC.
MECKLENBURG COUNTY RECYCLING, INC.
POWER SHIP TRANSPORT, INC.
TOTAL WASTE MANAGEMENT CORP.
U .S. FIBER, INC.


By:  /s/  Jerry S. Cifor
    --------------------------------
Name:  Jerry S. Cifor
Title:  Treasurer

                      [SIGNATURES CONTINUED ON NEXT PAGE]

<PAGE>


PENOBSCOT ENERGY RECOVERY COMPANY,
LIMITED PARTNERSHIP
    By: PERC Management Company Limited
        Partnership, general partner
    By: PERC, Inc., general partner

        By:  /s/  Jerry S. Cifor
            -------------------------------
        Name:  Jerry S. Cifor
        Title:  Treasurer



PERC MANAGEMENT COMPANY, LIMITED
PARTNERSHIP
    By: PERC, Inc., general partner

        By:  /s/  Jerry S. Cifor
            -------------------------------
        Name:  Jerry S. Cifor
        Title:  Treasurer



CANADIAN BORROWERS
------------------

KTI RECYCLING OF CANADA, INC.
1316991 ONTARIO, INC.

      By:  /s/  Jerry S. Cifor
            -------------------------------
      Name:  Jerry S. Cifor
      Title:  Treasurer

<PAGE>

                          CASELLA W ASTE SYSTEMS, INC.
                   AMENDED AND RESTATED REVOLVING CREDIT AND
                              TERM LOAN AGREEMENT
                                DECEMBER 14,1999

                                   SCHEDULE 1

                           SUBSIDIARIES OF THE PARENT


I.   BORROWERS:
                                                  STATE OF         FOREIGN QUAL.
                                                INCORPORATION         ORDERED

1. ALL CYCLE WASTE, INC.                             VT

2. ALTERNATE ENERGY, INC.                            MA                 NH

3. BRISTOL WASTE MANAGEMENT, INC.                    VT

4. CASELLA TRANSPORTATION, INC.                      VT

5. CASELLA WASTE MANAGEMENT
   OF MASSACHUSETTS, INC.                            MA

6. CASELLA WASTE MANAGEMENT
   OF N.Y., INC.                                     NY

7. CASELLA WASTE MANAGEMENT
   OF PENNSYLVANIA, INC.                             PA

8. CASELLA WASTE MANAGEMENT, INC.                    VT               NY, MA, NH

9. CASELLA WASTE SYSTEMS, INC.                       DE                 VT

10. GRASSLANDS INC.                                  NY

11. HAKES C & D DISPOSAL, INC.                       NY

12. HIRAM HOLLOW REGENERATION
    CORP.                                            NY

13. NATURAL ENVIRONMENTAL, INC.                      NY

                                       1
<PAGE>

14. NEWBURY WASTE MANAGEMENT, INC.                   VT

15. NEW ENGLAND WASTE SERVICES, INC.                 VT               NH, NY

16. NEW ENGLAND WASTE
    SERVICES OF VERMONT, INC.                        VT

17. NEW ENGLAND WASTE SERVICES
    OF MASSACHUSETTS, INC.                           MA

18. NEW ENGLAND WASTE SERVICES
    OF N.Y., INC.                                    NY

19. NORTH COUNTRY
    ENVIRONMENTAL SERVICES, INC.                     VA                 NH

20. NORTHERN SANITATION, INC.                        NY

21. PINE TREE WASTE, INC.                            ME                 NS

22. RESOURCE RECOVERY OF
    CAPE COD, INC.                                   MA

23. RESOURCE TRANSFER SERVICES, INC.                 MA

24. RESOURCE WASTE SYSTEMS, INC.                     MA

25. ROCHESTER ENVIRONMENTAL
    PARK LLC                                         MA

26. SAWYER ENVIRONMENTAL
    RECOVERY FACILITIES, INC.                        ME

27. SAWYER ENVIRONMENTAL
    SERVICES                                         ME

28. SCHULTZ LANDFILL, INC.                           NY

29. SUNDERLAND WASTE
    MANAGEMENT, INC.                                 VT

30. WASTE-STREAM INC.                                NY

                                       2
<PAGE>

31. WESTFIELD DISPOSAL SERVICE, INC.                 NY

32. WINTERS BROTHERS, INC.                           VT

II. KTI BORROWERS

33. ADVANCED ENTERPRISES
    RECYCLING INC.                                   NJ

34. AFA PALLET CO., INC.                             NJ

35. THE AFA GROUP, INC.                              NJ

36. AGRO PRODUCTS, INC.                              NJ

37. ALLIED EQUIPT. & SALES
    CORP., INC.                                      NJ

38. AMERICAN SUPPLIES SALE GROUP, INC.

39. ARTiC, INC.                                      NJ

40. ATLANTIC COAST FIBERS, INC.
    (f/k/a KTI RECYCLING, INC.)                      DE                 NJ

41. ATLANTIC TRANSPORTATION                          NJ
    TECHNOLOGIES INC.

42. DATA DESTRUCTION SERVICES, INC.                  ME               MA, NH

43. FAIRFIELD COUNTY
    RECYCLING, INC.                                  DE                 CT

44. FCR, INC.                                        DE                 NC

45. FCR CAMDEN, INC.                                 DE                 NJ

46. FCR FLORIDA, INC.                                DE                 FL

47. FCR GEORGIA, INC.                                DE                 GA

48. FCR GREENSBORO, INC.                             DE                 NC

                                       3
<PAGE>

49. FCR GREENVILLE, INC.                             DE                 SC

50. FCR MORRIS, INC.                                 DE                 NJ

51. FCR REDEMPTION, INC.                             DE                 CT

52. FCR TENNESSEE, INC.                              DE                 TN

53. FCR VIRGINIA, INC.                               DE                 VA

54. K-C INTERNATIONAL, LTD.                          OR           NJ, CA, MA, PA

55. KTI, INC.                                        NJ                 ME

56. KTI BIO FUELS, INC.                              ME

57. KTI ENVIRONMENTAL GROUP, INC.                    NJ                 ME

58. KTI ENERGY OF MARTINSVILLE, INC.                 VA

59. KTI ENERGY OF VIRGINIA, INC.                     VA

60. KTI NEW JERSEY FIBERS, INC.                      DE           NJ, CT, NY, OR

61. KTI OPERATIONS, INC.                             DE          FL, GA, IL, ME,
                                                                 MA, NH, NJ, TX,
                                                                 VA, OR

62. KTI RECYCLING OF ILLINOIS, INC.                  DE                 IL

63. KTI RECYCLING OF NEW ENGLAND, INC.               DE                 MA

64. KTI RECYCLING OF NEW JERSEY, INC.                DE                 NJ

65. KTI SPECIALTY WASTE SERVICES, INC.               ME                 FL

66. KTI TRANSPORTATION SERVICES, INC.                ME                 NJ

67. MECKLENBURG COUNTY
    RECYCLING, INC.                                  CT                 NC

                                       4
<PAGE>

68. U.S. FIBER, INC.                                 NC          FL, AZ, CA, OH,
                                                                 OR, PA, TX

II. EXCLUDED SUBSIDIARIES:

69. AMERICAN ASH RECYCLING OF TENNESSEE, LTD.

70. CASELLA INSURANCE COMPANY

71. FOREST ACQUISITIONS, INC.

72. MAINE ENERGY RECOVERY
    COMPANY, LIMITED PARTNERSHIP

73. NORTH COUNTRY COMPOSTING SERVICES, INC.

74. NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH        [TO BE MERGED INTO
                                                       NORTHERN SANITATION INC.]

75. PORTLAND C & D SITE, INC.

76. TIMBER ENERGY RESOURCES, INC.

III. TIRE BUSINESS SUBSIDIARIES:

77. 1316991 ONTARIO INC.                             ON

78. ATLANTIC RECYCLED RUBBER INC.                    NS

79. CASELLA T.I.R.E.S., INC.                         ME                 RI

80. NEW HEIGHTS RECOVERY & POWER, LLC                DE

81. OAKHURST COMPANY, INC.                           DE

82. PRAIRIE RUBBER CORPORATION                       SK

83. RECI INDUSTRIES DE RECICLAGEN,                   PORTUGAL
    SGPL, S.A.

84. RECOVERY TECHNOLOGIES                            ON
    (CANADA), INC. (FORMERLY KTI
    RECYCLING OF CANADA, INC.)

                                       5
<PAGE>

85. RECOVERY TECHNOLOGIES OPERATIONS, LLC            IL               IN, NJ

86. RECOVERY TECHNOLOGIES GROUP, INC.                DE               GA, IL, NJ

87. RECOVERY TECHNOLOGIES                            DE          GA, LA, SC, TN,
    COLLECTION SERVICES, LLC                                     TX

















                                       6
<PAGE>

                                   SCHEDULE 4

                               MERC L/C Documents
                               ------------------

     1.     ING Credit Agreement

     2.     First Mortgage, Leasehold Mortgage and Security Agreement dated as
            of April 30, 1996 from the Borrower as mortgagor and the Agent as
            mortgagee (as amended, supplemented or otherwise modified from time
            to time)

     3.     Second Mortgage, Leasehold Mortgage and Security Agreement dated as
            of April 30, 1996 from the Borrower as mortgagor and the Agent as
            mortgagee (as amended, supplemented or otherwise modified from time
            to time)

     4.     Pledge and Security Agreement dated as of April 30, 1996 among Kuhr
            Technologies, Inc. ("KTI"), the Borrower and the Agent (as amended,
            supplemented or otherwise modified from time to time)

     5.     Pledge and Security Agreement dated as of April 30, 1996 among KTI
            Limited Partners, Inc. ("KTI Limited Partners"), the Borrower and
            the Agent (as amended, supplemented or otherwise modified from time
            to time)

     6.     Security Agreement dated as of April 30, 1996 between the Borrower
            and the Agent (as amended, supplemented or otherwise modified from
            time to time)

     7.     Lockbox Agreement dated as of May 3, 1996 among the Agent, the
            Borrower and Key Bank of Maine (as amended, supplemented or
            otherwise modified from time to time)

     8.     Subordination Agreement dated as of May 3,1996 by and among KTI, KTI
            Limited Partners, Energy National, Inc. ("ENI"), CNA Realty, Corp.
            ("CNA Realty"), the Agent and the Borrower (as amended, supplemented
            or otherwise modified from time to time)

     9.     Subordination Agreement dated as of August 1,2000 by and among KTI,
            Inc., the Agent and the Borrower (as amended, supplemented or
            otherwise modified from time to time)

     10.    Note Subordination Agreement dated as of May 3,1996 by and among CNA
            Realty, CLE Inc., the Agent and the Borrower as amended by Note
            Subordination Agreement dated as of December 30, 1998 by and among
            KTI, the Agent and the Borrower (as amended, supplemented or
            otherwise modified from time to time)
<PAGE>

                                      -2-

     11.    Note Subordination Agreement dated as of May 3, 1996 by and among
            ENI, the Agent and the Borrower ( as amended, supplemented or
            otherwise modified from time to time)

     12.    Note Subordination Agreement dated as of May 3, 1996 by and among
            Project Capital 1985, the Agent and the Borrower (as amended,
            supplemented or otherwise modified from time to time)

     13.    Negative Pledge Agreement dated as of May 3,1996 by and among ENI,
            the Agent and the Borrower (as amended, supplemented or otherwise
            modified from time to time)

     14.    Consent and Agreement (PPA) dated as of April 30, 1996 by and
            between Central Maine Power Company ("CMPC"), the Agent and the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     15.    Lessor's Estoppel and Consent dated as of April 30, 1996 by CMPC in
            favor of the Agent (as amended, supplemented or otherwise modified
            from time to time)

     16.    Consent and Agreement (Water Agreements) dated as of April 30, 1996
            by CMPC in favor of the Agent and acknowledged by the Borrower (as
            amended, supplemented or otherwise modified from time to time)

     17.    Consent and Agreement dated as of April 30, 1996 by CL Power Sales
            One, LLC ("CL One"), in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     18.    Operator Consent and Agreement dated as of April 30, 1996 by KTI
            Operations, Inc., in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     19.    Municipality Consent and Agreement dated as of July 10, 1996 by the
            City of Saco in favor of the Agent and acknowledged by the Borrower
            (as amended, supplemented or otherwise modified from time to time)

     20.    Municipality Consent and Agreement read and passed on June 18,1996
            by the City of Biddeford in favor of the Agent and acknowledged by
            the Borrower (as amended, supplemented or otherwise modified from
            time to time)

     21.    Municipality Consent and Agreement dated as of August 6, 1996 by the
            Town of Acton in favor of the Agent and acknowledged by the Borrower
            (as amended, supplemented or otherwise modified from time to time)

     22.    Municipality Consent and Agreement dated as of August 27, 1996 by
            the Town of Alfred in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

<PAGE>

                                      -3-

     23.    Municipality Consent and Agreement dated as of July 1, 1996 by the
            Town of Old Orchard Beach in favor of the Agent and acknowledged by
            the Borrower (as amended, supplemented or otherwise modified from
            time to time)

     24.    Municipality Consent and Agreement dated as of June 17, 1996 by the
            Town of North Berwick in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     25.    Municipality Consent and Agreement dated as of June 19, 1996 by the
            Town of Buxton in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     26.    Municipality Consent and Agreement dated as of June 26, 1996 by the
            Town of Kennebunk in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     27.    Municipality Consent and Agreement dated as of November 19, 1996 by
            the Town of Sanford in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     28.    Municipality Consent and Agreement dated as of September 3, 1996 by
            the Town of Shapleigh in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     29.    Municipality Consent and Agreement dated as of June 24, 1996 by the
            Town of Dayton in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     30.    Municipality Consent and Agreement dated as of July 10, 1996 by the
            Town of Wells in favor of the Agent and acknowledged by the Borrower
            (as amended, supplemented or otherwise modified from time to time)

     31.    Municipality Consent and Agreement dated as of June 10, 1996 by the
            Town of Denmark in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     32.    Municipality Consent and Agreement dated as of July 31, 1996 by the
            Town of Cornish in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     33.    Municipality Consent and Agreement dated as of June 27, 1996 by the
            Town of Kennebunkport in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     34.    Municipality Consent and Agreement dated as of June 17, 1996 by the
            Town of South Berwick in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

<PAGE>

                                      -4-

     35.    Municipality Consent and Agreement dated as of June 17, 1996 by the
            Town of Brownfield in favor of the Agent and acknowledged by the
            Borrower (as amended, supplemented or otherwise modified from time
            to time)

     36.    Front-End Process Residue Consent and Agreement dated as of April
            30, 1996 by Arthur Schofield, Inc., in favor of the Agent and
            acknowledged by the Borrower (as amended, supplemented or otherwise
            modified from time to time)

     37.    Material Disposal and Transportation Consent and Agreement dated as
            of April 30, 1996 by Waste Management Disposal Services of Maine,
            Inc. (formerly known as Consolidated Waste Services, Inc.), Waste
            Management of New Hampshire, Inc., Waste Management of Maine, Inc.,
            in favor of the Agent and acknowledged by the Borrower (as amended,
            supplemented or otherwise modified from time to time)

     38.    Indemnity Agreement dated as of April 30, 1996 among Lehman Brothers
            Holdings, Inc., the Borrower and the Issuer as amended by Indemnity
            Agreement dated as of May 8, 1997 among The Energy Group PLC, the
            Borrower and Issuer and as amended by Indemnity Agreement dated as
            of August 8, 2000 among TXU Europe Limited, the Borrower and the
            Issuer (as amended, supplemented or otherwise modified from time to
            time)

     39.    Escrow Agreement dated as of April 30, 1996 among Key Trust Company
            of Ohio, N.A. (the "Escrow Agent"), CMPC, the Borrower, CL One and
            the Agent (as amended, supplemented or otherwise modified from time
            to time)

     40.    Inter-Creditor Agreement dated as of Apri130, 1996 (the
            "Inter-Creditor Agreement") by and among CL One, CMPC, the Borrower,
            the Escrow Agent, John Hancock Mutual Life Insurance Company, John
            Hancock Variable Life Insurance Company, John Hancock Life Insurance
            Company of America, Mellon Bank, N.A., Allstate Life Insurance
            Company, and Connecticut General Life Insurance Company ( as
            amended, supplemented or otherwise modified from time to time)

     41.    Financing Statement filed with the Secretary of State of Maine (UCC
            No. 1171447) with respect to the Borrower in relation to document
            nos. 2 and 3 above

     42.    Financing Statement filed with the Secretary of State of New Jersey
            (UCC-l No. 1696612) with respect to KTI in connection with document
            no. 4 above

     43.    Financing Statement filed with the Secretary of State of Maine
            (UCC-l No. 1171057) with respect to KTI in connection with document
            no. 4 above

     44.    Financing Statement filed with the Secretary of State of Delaware
            (UCC-l No. 9612047) with respect to KTI Limited Partners in
            connection with document no. 5 above
<PAGE>

                                      -5-

     45.    Financing Statement filed with the Secretary of State of Maine
            (UCC-1 No. 1171056) with respect to KTI Limited Partners in
            connection with document no. 5 above

     46.    Financing Statement filed with the Secretary of State of Maine
            (UCC-1 No. 1171059) with respect to the Borrower in connection with
            document nos. 6 and 7 above

     47.    Financing Statement filed with the Secretary of State, New Jersey
            (UCC-1 No. 1696616) with respect to the Borrower in connection with
            document nos. 6 and 7 above

     48.    Non-Disturbance and Attornment Agreement (the "Non-Disturbance and
            Attornment Agreement") dated as of April 30, 1996 by and between the
            Agent, CL One and CMPC ( as amended, supplemented or otherwise
            modified from time to time)